exv10w11







English
Translation




Exhibit 10.11




Powers of Attorney



We, Bangxin Zhang, Yundong Cao, Yachao Liu and Yunfeng Bai, collectively own 100% of the
equity interests of Beijing Xueersi Education Technology Co., Ltd. (“Xueersi Education”) and
Beijing Xueersi Network Technology Co., Ltd. (“Xueersi Network”) (particularly, Bangxin Zhang owns
56.5%, Yundong Cao owns 26%, Yachao Liu owns 10% and Yunfeng Bai owns 7.5% of the equity interest
of each of Xueersi Education and Xueersi Network). We hereby irrevocably authorize TAL Education
Technology (Beijing) Co., Ltd. (“WFOE”) to exercise the following rights concerning the
abovementioned equity interests while the powers of attorney (the “Powers of Attorney”) granted
hereby remain effective:



We exclusively authorize WFOE or its designated representative(s) (“Agent”) to exercise our rights
as our agent according to the agent’s own will, which rights include but are not limited to:





	1.	 	Attending shareholders’ meetings of Xueersi Education
and Xueersi Network;
	 
	2.	 	Exercising all the rights of shareholders of Xueersi Education and Xueersi Network on such
shareholders’ meetings pursuant to relevant laws and regulations and the articles of
association of such companies, which rights include but are not limited to the right to
nominate and the right to vote.




Without limiting the Powers of Attorney, Agent has the right to execute the Equity Interest
Transfer Agreement provided for under the Call Option Agreement on behalf of us within the scope of
the Powers of Attorney, and to perform the Call Option Agreement and Equity Pledge Agreement dated
as of February 12, 2009 to which we are parties.



The Powers of Attorney are irrevocable and remain effective during the entire period when we are
shareholders of Xueersi Education and Xueersi Network, commencing from the date of execution of the
Powers of Attorney.



During the effective period of the Powers of Attorney, we shall relinquish any rights with respect
to the equity interests of Xueersi Education and Xueersi Network that are entrusted to Agent
hereby, and shall not exercise any such rights



We shall accept and bear responsibilities for any legal consequences arising from Agent’s exercise
of the authority granted hereby. We hereby affirm that in any case Agent shall not be required to
bear any liabilities or make any economic compensation for exercising such authority.



We shall provide Agent with full support in its exercise of the authority granted hereby, including
timely executing shareholders’ consent already agreed upon by Agent or other legal documents when
necessary (such as when required by relevant governmental authorities for approval,
registration or filing procedures).




 









 







If the authority granted to Agent hereby cannot be exercised for any reason other than our breach
of the Powers of Attorney within the effective period of the Powers of Attorney, the parties shall
seek a closest alternative to the arrangements hereunder and modify or amend the terms and
conditions of the Powers of Attorney by signing supplemental agreements to achieve the purpose of
the Powers of Attorney.



[THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY, AND THE NEXT PAGE IS THE SIGNATURE PAGE.]



[SIGNATURE PAGE OF THE POWERS OF ATTORNEY]




	 	 	 

	/s/ Bangxin Zhang

	 	/s/ Yundong Cao
	Bangxin Zhang

	 	Yundong Cao
	 
	 	 
	/s/ Yachao Liu

	 	/s/ Yunfeng Bai
	Yachao Liu

	 	Yunfeng Bai





Date: August 12, 2009