exv10w9






Exhibit 10.9




English Translation




Equity Pledge Supplemental Agreement




This Equity Pledge Supplemental Agreement (“Agreement”) was entered into as of June 25, 2010 by and
between the following parties:



Party A:





TAL Education Technology (Beijing) Co., Ltd., a wholly foreign owned enterprise duly
established and validly existing under the laws of the People’s Republic of China (“PRC”)
with its legal address at Room 1702-03, Lantian Hesheng Building, 32 Zhongguancun Street,
Haidian District, Beijing.



Party B refers to each of:





Bangxin Zhang, ID Card No. 321182198010012913




Yundong Cao, ID Card No. 372831197910205618




Yachao Liu, ID Card No. 211103198110152138




Yunfeng Bai, ID Card No. 360521198109240073



Party C:





Beijing Xueersi Education Technology Co., Ltd., a corporation duly established
and validly existing under the PRC laws with its legal address at Room 413, Tower A,
Zhongding Building, A No.18, West Road of the North 3rd Ring, Haidian
District, Beijing.



(Each of Party A, Party B and Party C, a “Party”, and collectively the “Parties”.)



WHEREAS,





	(1)	 	Party A, Party B, Party C and the subsidiaries and schools of Party C (the “Affiliated
Entities”, a list of which is attached hereto as Appendix I, and such list may be modified
after the execution of this Agreement upon changes to Party C’s investments) have already
executed the agreement listed in Appendix II hereto (the “Main Agreement”);
	 
	(2)	 	Party C received capital contributions in the amount of RMB 2 million on October 27, 2009,
including RMB1.13 million from Bangxin Zhang, RMB0.52 million from Yundong Cao, RMB0.2 million
from Yachao Liu and RMB0.15 million from Yunfeng Bai. Bangxin Zhang, Yundong Cao, Yachao Liu
and Yunfeng Bai collectively owns 100% of the equity interests of Party C.
	 
	(3)	 	The Parties entered into the Equity Pledge Agreement on February 12, 2009 (the “Original
Agreement”), pursuant to which Party B agreed to irrevocably and unconditionally pledge 100%
of the equity interests of Party C it owned to Party A. and registered such equity pledge




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	 	 	valued at RMB0.50 million. on August 7, 2009.





NOW THEREFORE, Party A, Party B and Party C through mutual negotiations hereby enter into this
Agreement based upon the following terms:




			
	1.	 	Pledge






	 	 	Party B agrees to unconditionally and irrevocably pledge 100% of the equity interests of Party
C it owns (the “Pledged Equity Interests”), valued at RMB2,000,000, to Party A, as security for
the performance of the obligations by Party B, Party C and Party C’s subsidiaries and schools
(the “Affiliated Entities”) under the Main Agreement (listed in Annex II) (the “Pledge”).






			
	2.	 	Scope of Pledge






	 	 	The Pledge under this Agreement extends to all obligations of Party B, Party C and the
Affiliated Entities under the Main Agreements (including but not limited to any amounts
payable, penalties, damages and etcetera owing to Party A), any fees relating exercising the
creditor’s rights and the rights under the Pledge, and any other related expenses.






			
	3.	 	Term of Pledge






	 	 	The Pledge under this Agreement shall be effective from the date of registration of the Pledge
with competent Industrial and Commercial authorities to the latest of the complete performance,
expiration and termination of all of the Main Agreements. During the term of the Pledge, if
Party B, Party C or the Affiliated Entities shall fail to perform any of their obligations
under the Main Agreements, or if any of the events provided in Article 6.1 hereof shall occur,
Party A is entitled to dispose the Pledged Equity Interests in accordance with the provisions
of this Agreement.






			
	4.	 	Registration






	 	4.1	 	Party B and Party C promise to Party A that Party B and Party C shall: (i) on the
date of the execution of the Agreement, record the Pledge under this Agreement on the
shareholders’ register of Party C and deliver the shareholders’ register to Party A’s
custody; (ii) on the date of the execution of the Agreement, deliver the Capital
Contribution Certificate of Party B issued by Party C to Party A’s custody; (iii) within
ten (10) business days after the execution of this Agreement or a shorter period that is
practicable, register the Pledged Equity Interests with relevant Industrial and
Commercial Registration authorities and obtain documents evidencing such registration.
Without limitation to any other provisions of this Agreement, during the term of this
Agreement, the shareholders’ register of Party C shall always be in the custody of Party
A or any person designated by Party A, except when any necessary registration or
modification of registration is required in the operation of Party C or the Affiliated




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	 	 	 	Entities.






	 	4.2	 	Party B and Party C further covenant that after the execution of this Agreement,
Party B may make capital contribution to Party C with the prior consent of Party A,
provided that any such capital contribution by Party B to Party C shall become part of
the Pledged Equity Interests. Party B and Party C shall make necessary modifications to
the shareholders’ register and record of capital contributions by shareholders and
perform the pledge registration procedures according to Article 4.1.
	 
	 	4.3	 	The pledgor and the pledge shall each bear its fees and expenses related to this
Agreement, including but not limited to registration fees, costs, stamp duties or any
other taxes and expenses according to relevant laws and regulations.






			
	5.	 	Representations and Warranties of Party B and Party C






	 	 	Party B and Party C hereby jointly and severally represent and warrant to Party A as follows:






	 	5.1	 	Party B is the lawful owner of the Pledged Equity Interests, the
ownership of which is not subject to any existing or potential dispute. Party B has
the right to dispose the Pledged Equity Interests or any part thereof without any
restriction by any third party.
	 
	 	5.2	 	Except for the Pledge provided hereunder, Party B has not created any
other pledge or any other third party interest on the Pledged Equity Interests.
	 
	 	5.3	 	Party B and Party C fully understand and voluntarily enter into this
Agreement based on a true understanding of the Agreement. Party B and Party C have
taken all necessary measures and obtained all necessary internal authorizations
required to execute and perform this Agreement, and executed all necessary documents
to make sure the Pledge under the Agreement is lawful and valid.
	 
	 	5.4	 	During the term of this Agreement, Party B shall not transfer or assign
the Pledged Equity Interests, grant any rights, options or other interests relating
to the Pledged Equity Interests to any third party, or create or permit to be
created any security or other interests which may potentially affect on the rights
or benefits of the Party A without prior written consent of Party A.
	 
	 	5.5	 	During the term of this Agreement, Party B and Party C shall abide by and
comply with all relevant PRC laws and regulations concerning the pledge of rights,
and in the event of receiving any notice, order or recommendation from competent
authorities concerning the Pledged Equity Interests, shall timely notify Party A and




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	 	 	 	show to Party A such notice or order within five (5) business days upon receipt
thereof, comply with such notice or order or upon Party A’s reasonable request or
written consent, raise objections to such notice or order.






	 	5.6	 	Party B and Party C shall not perform or permit to be performed any
conduct that may damage the value of the Pledged Equity Interests or the Pledge
right of Party A. Party B and Party C shall notify Party A of any event that may
affect the value of the Pledged Equity Interests or the Pledge right of Party A
within five (5) business days after it becomes aware of such event. Party A shall
bear no responsibility to any reduction in the value of the Pledged Equity
Interests, for which Party B and Party C shall have no right to demand any
compensation from or make any request to Party A.
	 
	 	5.7	 	To the extent permitted by the PRC laws and regulations, the Pledge under
this Agreement shall remain in full effect during the term of the Agreement, and
shall not be affected by any insolvency, liquidation, loss of capacity, or change of
organizational structure or status of Party B or Party C, any offset among the
Parties or any other events.
	 
	 	5.8	 	For the purpose of performing this Agreement, Party A is entitled to
dispose the Pledged Equity Interests in accordance with the provisions of this
Agreement. Party A’s exercise of such right shall not be interrupted or jeopardized
by Party B or Party C, or their successors or agents, or any other persons by way of
legal proceedings.
	 
	 	5.9	 	In order to protect and perfect the security provided by this Agreement
for the obligations of Party B, Party C and the Affiliated Entities under the Main
Agreements, Party B and Party C shall faithfully execute and cause any related
parties to execute all certificates and agreements requested by Party A in
connection with the performance of the Agreement, take or cause such third parties
to take any measures required by Party A relating to the Agreement, and provide
assistance to Party A concerning the exercise of the Pledge right hereunder.
	 
	 	5.10	 	In order to protect the interests of Party A, Party B and Party C shall
abide by and perform all warranties, covenants, agreements, representations and
conditions. In the event Party B or Party C shall fail to do so resulting in damages
to Party A, Party B and Party C shall indemnify Party A for all of such damages and
losses.






			
	6.	 	Events of Default and Exercise of the Pledge Right





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	 	6.1	 	If any of the following events (“Events of Default”) shall occur, Party A
may require Party B or Party C to perform all the obligations under this Agreement
and may immediately claim the Pledge under the Agreement:






	 	a)	 	Any warranties or representations made by Party B,
Party C or the Affiliated Entities in the Agreement or the Main Agreements
are inconsistent, incorrect, untrue or become untrue or incorrect; Party
B, Party C or the Affiliated Entities fail to perform all the obligations,
covenants or warranties made by them under the Agreement or the Main
Agreements; or
	 
	 	b)	 	Any obligation of Party B, Party C or the Affiliated
Entities under the Agreement or the Main Agreements is deemed to be
illegal or invalid; or
	 
	 	c)	 	A material breach by Party B or Party C of its
obligations hereunder.






	 	6.2	 	If an Events of Default shall occur, Party A may exercise its Pledge
right pursuant to the relevant PRC laws and regulations by purchasing at a discount,
designating another party to purchase at a discount, auctioning or selling the
Pledged Equity Interests. Party A may exercise such Pledge right without exercising
any other security rights, or take any other measures or proceedings against Party
B, Party C or any other party.
	 
	 	6.3	 	Upon request by Party A, Party B and Party C shall take all lawful and
appropriate measures to permit the exercise of the Pledge right by Party A. For such
a purpose, Party B and Party C shall execute all appropriate documents and
materials, and take all proper measures reasonably requested by Party A.






			
	7.	 	Transfer or Assignment






	 	7.1	 	Party B and Party C have no right to transfer or assign the rights and obligations
under this Agreement without the prior written consent from Party A, which does not apply
to the Call Option Agreement entered into by Party A and Party B.
	 
	 	7.2	 	The Agreement shall be binding upon Party B and its successors and be effective for
Party A and its successors and assignees.
	 
	 	7.3	 	Party A may transfer or assign all and any of its rights and obligations under the
Main Agreements to any person (natural or legal) it designates, in which case, the
assignee shall enjoy the same rights and undertake the same obligations as Party A
hereunder as if the assignee were an original party hereto. Upon Party A’s transfer or
assignment of the rights and obligations under the Main Agreements and Party A’s request,
Party B and/or Party C shall execute relevant agreements and documents with respect to
such transfer or assignment.
	 
	 	7.4	 	Subsequent to an assignment or transfer by Party A, the new parties to the Pledge
shall re-




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	 	 	 	execute a separate agreement. Party B and Party C shall provide assistance to the
assignee with respect to the registration procedures of the Pledge (if applicable).






			
	8.	 	Confidentiality






	 	 	This Agreement and all clauses hereof are confidential information and shall not be disclosed
to any third party except for the relevant senior officers, directors, employees, agents or
professional consultants. This clause shall not apply in the event parties hereto are required
by relevant laws or regulations to disclose information relating to this Agreement to any
governmental authorities, the public or the shareholders, or file this Agreement with relevant
authorities for record.
	 
	 	 	This clause shall survive any modification or termination of this Agreement.






			
	9.	 	Liabilities for Breach of Agreement






	 	 	In the event any Party shall fail to perform any of its obligations under this Agreement, or
make any untrue or inaccurate representation or warranty, such Party shall be liable for all
the actual losses of the other Parties for breach of the Agreement.






			
	10.	 	Force Majeure






	 	 	A Force Majeure event means any unforeseen event which cannot be prevented, controlled or
overcome by any party of the Agreement, including but not limited to earthquake, typhoon,
flood, fire, boycott, war or riot and etcetera.
	 
	 	 	Any party encountering a Force Majeure event shall (i) notify the other parties by telegram,
facsimile or other electronic means immediately after the occurrence of such Force Majeure
event and shall provide written documents evidencing the occurrence of such Force Majeure
event within fifteen (15) business days; and (ii) to the extent reasonable and lawful under
the circumstances, use its best efforts to mitigate or eliminate the effect of such Force
Majeure event, and resume its performance of the Agreement after such effect is mitigated or
eliminated. The parties to the Agreement shall determine through negotiation whether to
terminate, partly terminate or suspend the performance of this Agreement taking into account
the extent to which the Agreement is effected by such Force Majeure event.






			
	11.	 	Miscellaneous






	 	11.1	 	This Agreement shall be governed by and construed in accordance with the PRC laws
in all respects. All disputes arising out of or in connection with this Agreement shall
be resolved through good faith negotiations between the Parties. Unresolved disputes
shall be submitted to binding arbitration by China International Economic and Trade
Arbitration Commission under its rules. The arbitration shall take place in Beijing. The




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	 	 	 	arbitration ruling shall be final. Other provisions of the Agreement that are not subject
of any arbitration proceedings shall remain in effect.






	 	11.2	 	This Agreement becomes effective on the date of execution by all Parties and
terminates when all the obligations under the Main Agreements are completely fulfilled or
terminated for any reason.
	 
	 	11.3	 	This Agreement amends and restates the Original Agreement. In the case of any
discrepancies between this Agreement and the Original Agreement, this Agreement shall
govern.
	 
	 	11.4	 	The Agreement has seven (7) original copies, with each of Party A, Party B and
Party C holding one copy, and the remaining copy to be submitted to relevant Industrial
and Commercial authorities for filing and registration.
	 
	 	11.5	 	Any modification or amendment of this Agreement shall be in writing and shall only
become effective upon signing by all Parties of the Agreement.




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          [SIGNATURE PAGE]




Party A:

TAL Education Technology (Beijing) Co., Ltd.

/s/ Authorized Representative




Party B:

/s/ Bangxin Zhang

Bangxin Zhang




/s/ Yundong Cao

Yundong Cao




/s/ Yachao Liu

Yachao,Liu




/s/ Yunfeng Bai

Yunfeng Bai




Party C:

Beijing Xueersi Education Technology Co., Ltd.

/s/ Authorized Representative




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Appendix I List of Affiliated Entities





	1.	 	Beijing Dongcheng District Xueersi Training School
	 
	2.	 	Beijing Haidian District Lejiale Training School
	 
	3.	 	Tianjin Xueersi Education Information Consulting Co., Ltd.
	 
	4.	 	Shenzhen Xueersi Education Technology Co., Ltd.




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Appendix II List of Main Agreement




          Exclusive Business Cooperation Agreement dated as of June 25, 2010




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