English translation of Form of Real Property Sale and Purchase Agreement



 EXHIBIT 4.10 

Form of Real Estate Sale and Purchase Agreement 
  

							
	Seller:	  	 Beijing Suo Tu Shi Ji Investment Management Co., Ltd.

				
	Legal person:	  	  
	  	Organization code:	  	  

		
	Address:	  	  

				
	Post code:	  	  
	  	Telephone:	  	  

				
	Agent:	  	  
	  	Nationality:	  	  

		
	ID No.:	  	  

		
	Address:	  	  

				
	Post code:	  	  
	  	Telephone:	  	  

		
	Buyer:	  	 TAL Education & Technology (Beijing) Co., Ltd.

				
	Legal person:	  	  
	  	Organization code:	  	  

		
	Address:	  	  

				
	Post code:	  	  
	  	Telephone:	  	  

				
	Agent:	  	  
	  	Nationality:	  	  

		
	ID No.:	  	  

		
	Address:	  	  

				
	Post code:	  	  
	  	Telephone:	  	  









 In accordance with the Contract Law of the People’s Republic of China, the Law of the People’s
Republic of China on the Administration of Urban Real Estate, and the Law of the People’s Republic of China on the Transfer of Urban Real Estate, and on the basis of equal, voluntary and fair negotiation, the Seller and the Buyer have come to
the following agreements regarding the sale and purchase of pre-owned real estate: 
 Clause 1: Basic information on the Real Estate

  

	(1)	The real estate to be sold by the Seller (hereinafter referred to as the Real Estate) is part of a multi-storied building located at
        . The building has     16     floors, including     13     above the ground and
    3     below. 

 The Real Estate is on the
     floor with a super built-up area of square meters. 
  

	(2)	The Real Estate is intended for:     business and commercial use    . 


Details on the auxiliary facilities/fixtures, renovations and trappings and list of relevant items are included in Appendix I. 

Clause 2: Title of the Real Estate 
  

	(1)	The title certificate number of the Real Estate is:         , co-ownership certificate number is:
    ×    , and the certificate is issued by:
                                         
       . 

 Opinion of the co-owner of the Real Estate is included in
Appendix II. 
  

	(2)	Land use status 

 The right of
use for the state-owned land on which the Real Estate is located was acquired for a payment. The land use right certificate is numbered:     ×    , and issued by:
    ×    . 
  

	(3)	The nature of the Real Estate:     marketable    . 


 

	(4)	The status of the Real Estate as collateral:     not used as collateral    . 


 

	(5)	The leasing status of the Real Estate:     not leased out by the Seller    . 


Detailed information on the title of the Real Estate and its use as collateral and its leasing status can be found under Appendix III.

 Clause 3 
 The Seller and the
Buyer agree to adopt the 1st option(s) to complete the transaction. 
  

	1.	The Seller and the Buyer engage a real estate brokerage firm (i.e.:
                                         
       ) as the mediator to conclude the deal, and the real estate agent is:
                                         
    

  

	2.	The Seller engages a real estate brokerage firm (i.e.:     ×    ) to conclude the deal, and the real estate
agent is:     ×    . 

  

	3.	The Buyer engages a real estate brokerage firm (i.e.:     ×    ) to complete the transaction, and the real
estate agent is:     ×    . 








 The Seller Brokerage Agreement and the Buyer Brokerage Agreement can be found in Appendix
IV. 
 Clause 4: Sold price, payment arrangement and means of fund transfer 

 

	(I)	As agreed between the Buyer and the Seller, the Real Estate is sold at RMB          (amount in number) or RMB
         (amount in words), including the Buyer’s own funds of RMB          (amount in number) or RMB
         (amount in words). 

 Where the prices of the auxiliary
facilities/fixtures and renovation/trappings are separately agreed, the specifics are included in Appendix I. 
  

	(II)	The Buyer will make the payment using the     2nd     option, with detailed payment and timetable arrangements set out in
Appendix V. 

  

	 	1.	Settlement through arrangement agreed between the Buyer and the Seller, and their Statement on Discretionary Transfer of Funds for Settlement of Pre-owned Real Estate
is included in Appendix VI. 

  

	 	2.	Settlement through transfer of the Buyer’s own funds from the controlled account of     Haidian District Housing Authority of
Beijing     for settlement of pre-owned real estate properties with the buyer’s own funds, and the Agreement on Transfer of Buyer’s Own Funds for Settlement of Pre-owned Real Estate Transaction between the Buyer and
the Seller is included in Appendix VI. 

  

	 	(1)	For transfer of funds through the controlled account, the Buyer shall deposit the purchase consideration of RMB         
(amount in number) or RMB          (amount in words) into the controlled account of Haidian District Housing Authority of Beijing designated for settlement of pre-owned real estate properties with the
buyer’s own funds, and upon the Buyer’s obtaining the real estate title certificate, the funds in the controlled account shall be transferred in a one-off exercise through the pre-owned real estate transaction platform to the Seller’s
receiving account set out by the Buyer and the Seller in their Agreement on Transfer of Buyer’s Own Funds for Settlement of Pre-owned Real Estate Transaction. 


 

	(III)	Agreement concerning loans 

 The
Buyer shall not apply for a mortgage loan. 
 Clause V: Commitment with respect to the title and conditions of the Real Estate

 The Seller shall warrant that the Real Estate is free of title disputes and shall assume relevant liabilities for failure to complete
title registration or debtor/creditor disputes due to causes attributable to the Seller. 
 The Seller shall warrant that it has provided a true
statement with respect to the title, auxiliary facilities/fixtures, renovations/trappings of the Real Estate and their relationships. The auxiliary facilities/fixtures and the renovations/trappings of the Real Estate as set out in Appendix I shall
be sold together with the Real Estate to the Buyer. The Buyer has adequate understanding of the conditions of the Real Estate sold by the Seller, and buys the Real Estate on its own volition. 
 The Seller shall maintain the good conditions of all auxiliary facilities/fixtures and renovations/trappings of the Real Estate as included in Appendix I from the date of signing this contract until the
date the check-up and acceptance are completed. 
 The [property management expenses], [heating], [water], [electricity], [gas], [cable TV],
[telecom], and [××] expenses in the amount of:     ×     incurred before the date of delivery of the Real Estate shall 







 
be borne by the Seller, while such expenses incurred on and after the date of delivery shall be borne by the Buyer. The Seller agrees to transfer the balance of its contribution of special
maintenance funds (public maintenance funds) to the Buyer. 
 Clause VI: Delivery of the Real Estate 

The Seller shall deliver the Real Estate to the Buyer     before 10 December 2011    . Upon delivery
of the Real Estate, the following     ×    ,     ×    , and/or     ×     procedures:

  

	1.	The Seller and the Buyer check together the auxiliary facilities/fixtures, renovations/trappings and items of the Real Estate as included in the checklist, record the
readings of the water, electricity and gas meters, and complete the handing over of items listed in Appendix I from Seller to the Buyer. 

  

	2.	The Seller and the Buyers sign off the checklist of auxiliary facilities/fixtures, renovations/trappings and relevant items of the Real Estate.


  

	3.	The Seller to hand over the keys of the Real Estate to the Buyer. 

 Clause VII: Liabilities for breach of contract 
  

	(I)	Liabilities for delay in delivery of the Real Estate 

 If the Seller fails to deliver the Real Estate to the Buyer as agreed under Clause VI as a result other than force majeure, the two parties agree to follow option 1 as described below. 

 

	 	1.	Depending on the number of days of delay, either (1) or (2) shall apply (and the two are not on a cumulative basis). 


 

	 	(1)	For delay of less than     30     days, the Seller shall pay damages to the Buyer in the amount of
    three     ten-thousandth of the purchase consideration paid by the Buyer for each of the days of delay from the day following the last day for delivery as agreed under Clause VI to the actual
delivery date and within     30     days from the actual delivery date, and the Contract shall continue in full force and effect; 


 

	 	(2)	If the delay exceeds     30     days (the 30th day being the same day under paragraph (1) above), the Buyer is
entitled to rescind the purchase. If the Buyer elects to do so, the Seller shall return all amount already paid by the Buyer within     30     days from the date the cancellation notice is delivered,
and pay damages to the Buyer in the amount of     three     % of the total amount already paid by the Buyer. 


 

	 	2.	    ×                      
                                         
                                         
                                         
                                         
      . 

  

	(II)	Liabilities for delay in payment of purchase consideration 

 Should the Buyer fail to make payments by the timetable as agreed under Appendix IV, the option     1     below shall apply. 

 

	 	1.	Depending on the number of days of delay, either (1) or (2) shall apply (and the two are not on a cumulative basis). 


 

	 	(1)	 For delay of less than     30     days, the Buyer shall pay damages to the Seller in the amount of
    three     ten thousands of the overdue amount payable for each of the day from the day following the last payment day agreed between the two parties to the











	 	
actual payment date and within     30     days from the date of actual payment of the outstanding amount, and the Contract shall continue in full
force and effect; 

  

	 	(2)	If the delay exceeds     30     days (the 30th day being the same day under paragraph (1) above, the Seller is
entitled to rescind the sale. If the Seller elects to do so, the Buyer shall pay damages to the Seller in the amount of     10     % of the total purchase consideration within
    30     days from the date the cancellation notice is delivered, and the Seller shall return all amount already paid to the Buyer. 


 

	 	2.	    ×                      
                                         
                                         
                                         
                                         
      . 

 Clause VIII 
 If the Seller has sold the Real Estate to a third party so that the Buyer is unable to obtain the title to the Real Estate, the Buyer is entitled to rescind the purchase, and the Seller shall return all
amount paid by the Buyer within     30     days from the date the cancellation notice is delivered, pay interests to the Buyer at the interest rate of
    ×    , and pay damages to the Buyer at twice the cumulative total of amount paid by the Buyer. 
 Clause IX: Taxes and charges 
 During the performance of the Contract, the Buyer and Seller
shall comply with relevant regulations of the state and Beijing municipality in paying taxes and charges, and the taxes and charges to be borne by the two parties are set out under Appendix VII. Should failure on either party to pay taxes and
charges as required by laws and regulations make it impossible for the transaction to proceed, it shall pay damages to the other party at     five     % of the purchase consideration. 

If in the course of performing the Contract, new taxes and/or charges need to be paid due to policy changes, the taxes and/or charges shall be paid by
the party specified by the policy to pay such taxes/charges; if no party has been specified, the Buyer shall be responsible for the payment. 

Clause X: Title transfer registration 
  

	(I)	The two parties agree that the two parties shall, within     180     days from the signing of the Contract, apply
together to the housing title registration authorities to complete the procedures for title transfer registration. 

  

	(II)	If the Buyer cannot obtain the title certificate within     360 days from the date of signing the Contract     (agreed
time or conditions), the two parties agree to proceed as follows. 

  

	 	1.	If it is due to the Seller, the Buyer is entitled to cancel the purchase. If the Buyer elects to do so, the Seller shall return all amount paid by the Buyer within
    30     days from the date the cancellation notice is delivered, and pay interests to the Buyer at the     deposit interest rate for the same
period    . If the Buyer does not elect to cancel the purchase, the Seller shall pay damages to the Buyer at     one     ten-thousandth of all the amount paid by the Buyer for
each day from the day following the last day of the period set for the Buyer to obtain the title certificate to the actual day when the Buyer obtains the title certificate and within     30     days
from the day when the Buyer actually obtains the title certificate. 

  

	 	2.	    ×                      
                                         
                                         
                                         
                                         
       . 

  

	(III)	 The Seller shall, within     30     days upon transfer of the title of the Real Estate, complete the
procedures for household registration changes at the local household authorities. If due to the Seller, the Seller fails to complete the household registration changes relating to the Real Estate,










 
the Seller shall pay damages to the Buyer in the amount of RMB     ×    ; if the Seller has not completed the household registration
changes after     ×     days, the Seller shall pay damages to the Buyer per diem at          ten-thousandth of the total amount paid by the
Buyer from the day following the agreed date. 

    ×                 
                                         
                                         
                                         
                                         
           . 
 Clause XI: Force majeure 

If due to force majeure the Contract cannot be carried out as agreed, the liabilities as a result shall be partially or fully exempted depending on the
severity of the force majeure. However, the party who cannot carry out the Contract as agreed due to the force majeure shall notify the other party in a timely manner, and shall provide proof of the force majeure to the other party within
    30     days upon the ending of the force majeure event. 
 The above risks/liabilities of the
Real Estate are transferred to the Buyer on the date of [transfer of title] [transfer and possession ü]. 
 Clause XII: Resolution of disputes 
 Any disputes under the Contract shall be settled
through negotiation, and if negotiation cannot resolve the disputes, the two parties agree to adopt option     (I)     for resolution of the disputes: 

 

	(1)	File an action to the People’s Court of the place where the Real Estate is located; 


 

	(2)	Submit the case to
                             (arbitration commission) for arbitration. 


Clause XIII 
 The Contract will come into
effect on the date of signing of the Contract by the two parties. The two parties may, as appropriate in the circumstances, modify or amend the Contract with respect to terms or provisions that are not agreed, not clearly defined or irrelevant
through written supplementary agreements (Appendix VIII). The termination of the Contract, if required, shall be done in writing. The appendices and the supplementary agreements to the Contract shall have the same legal force as the Contract.

 Clause XIV 
 The Contract and
appendices, totalling              pages, are signed in     six     counterparts, which all have the same legal force, including
    three     counterparts for the Seller,     one     counterpart for the Buyer,     one     counterpart
for         Haidian District Housing Authority of Beijing    , and     one     counterpart for     Haidian
District Local Tax Bureau of Beijing    . For the purpose of transfer registration, the two parties shall submit a copy of the master contract to the real estate title registration authority, and Appendices II and III shall
also need to be submitted if they contain any specific agreements between the two parties. 








							
	Seller (signature/stamp)	 		 	Buyer (signature/stamp)	 	
				
	[Legal representative]:	 		 	[Legal representative]:	 	
				
	 [Agent]
 (signature/stamp)
:
	 		 	 [Agent]
 (signature/stamp)
:
	 	
				
	Date of signing:	 	     /    /2011
 (dd/mm/yy)
	 	Date of signing:	 	     /    /2011
 (dd/mm/yy)

				
	Place of signing:	 	Beijing	 	Place of signing:	 	Beijing








 Schedule A 
 All the offices we purchased use this form of real estate sale and purchase agreement (“Form Agreement”) therefore, only the Form Agreement is filed with the SEC. Below is a list of material
differences between other executed real estate sale and purchase agreements and this Form Agreement. 
  

											
	 Room No.
	 	 Construction

Area
	 	 Total Contract

Price
	 	 Room No.
	 	 Construction

Area
	 	 Total Contract

Price

	 1201
	 	187.77	 	10,270,809	 	1601	 	187.77	 	10,149,855
	 1202
	 	85.44	 	4,361,951	 	1602	 	85.44	 	4,310,523
	 1203
	 	85.44	 	4,439,791	 	1603	 	85.44	 	4,387,460
	 1205
	 	85.44	 	4,517,712	 	1605	 	85.44	 	4,464,479
	 1206
	 	85.44	 	4,595,633	 	1606	 	85.44	 	4,541,416
	 1207
	 	85.44	 	4,673,472	 	1607	 	85.44	 	4,618,435
	 1208
	 	85.44	 	4,673,472	 	1608	 	85.44	 	4,618,435
	 1209
	 	85.44	 	4,595,633	 	1609	 	85.44	 	4,541,416
	 1210
	 	85.44	 	4,517,712	 	1610	 	85.44	 	4,464,479
	 1211
	 	85.44	 	4,439,791	 	1611	 	85.44	 	4,387,460
	 1212
	 	85.44	 	4,361,951	 	1612	 	85.44	 	4,310,523
	 1213
	 	187.77	 	10,270,809	 	1613	 	187.77	 	10,149,855
	 1215
	 	67.59	 	3,265,797	 	1615	 	67.59	 	3,227,320
	 1216
	 	187.77	 	9,586,185	 	1616	 	187.77	 	9,473,162
	 1217
	 	85.44	 	4,050,348	 	1617	 	85.44	 	4,002,611
	 1218
	 	85.44	 	4,128,270	 	1618	 	85.44	 	4,079,630
	 1219
	 	85.44	 	4,206,108	 	1619	 	85.44	 	4,156,567
	 1220
	 	85.44	 	4,284,030	 	1620	 	85.44	 	4,233,586
	 1221
	 	85.44	 	4,361,951	 	1621	 	85.44	 	4,310,523
	 1222
	 	85.44	 	4,361,951	 	1622	 	85.44	 	4,310,523
	 1223
	 	85.44	 	4,284,030	 	1623	 	85.44	 	4,233,586
	 1225
	 	85.44	 	4,206,108	 	1625	 	85.44	 	4,156,567
	 1226
	 	85.44	 	4,128,270	 	1626	 	85.44	 	4,079,630
	 1227
	 	85.44	 	4,050,348	 	1627	 	85.44	 	4,002,611
	 1228
	 	187.77	 	9,586,185	 	1628	 	187.77	 	9,473,162
	 	 	 	 	 	 	 	 	 	 	 
	 Total

(12 F)
	 		 	130,218,318	 	 Total
 (16 F)
	 		 	128,683,817
	 	 	 	 	 	 	 	 	 	 	 
	 1501
	 	187.77	 	10,060,807	 	 Total
 (12/15/16 F)
	 	7582.41	 	386,457,448
		 		 		 	 	 	 	 	 
	 1502
	 	85.44	 	4,272,711	 		 		 	
	 1503
	 	85.44	 	4,348,992	 		 		 	
	 1505
	 	85.44	 	4,425,355	 		 		 	
	 1506
	 	85.44	 	4,501,635	 		 		 	
	 1507
	 	85.44	 	4,577,916	 		 		 	
	 1508
	 	85.44	 	4,577,916	 		 		 	
	 1509
	 	85.44	 	4,501,635	 		 		 	
	 1510
	 	85.44	 	4,425,355	 		 		 	
	 1511
	 	85.44	 	4,348,992	 		 		 	
	 1512
	 	85.44	 	4,272,711	 		 		 	
	 1513
	 	187.77	 	10,060,807	 		 		 	
	 1515
	 	67.59	 	3,199,029	 		 		 	
	 1516
	 	187.77	 	9,390,062	 		 		 	
	 1517
	 	85.44	 	3,967,506	 		 		 	
	 1518
	 	85.44	 	4,043,868	 		 		 	
	 1519
	 	85.44	 	4,120,149	 		 		 	
	 1520
	 	85.44	 	4,196,430	 		 		 	
	 1521
	 	85.44	 	4,272,711	 		 		 	
	 1522
	 	85.44	 	4,272,711	 		 		 	
	 1523
	 	85.44	 	4,196,430	 		 		 	
	 1525
	 	85.44	 	4,120,149	 		 		 	
	 1526
	 	85.44	 	4,043,868	 		 		 	
	 1527
	 	85.44	 	3,967,506	 		 		 	
	 1528
	 	187.77	 	9,390,062	 		 		 	
	 	 	 	 	 	 		 		 	
	 Total

(15 F)
	 		 	127,555, 313