Exhibit 4.27


 





 


 


__________________________________________


 


VIE TERMINATION AGREEMENT


 


___________________________________________


 


 


AMONG


 


 


EACH PERSON LISTED IN SCHEDULE 1 HERETO


 


BEIJING CENTURY TAL EDUCATION TECHNOLOGY
CO., LTD.


 


AND


 


Beijing
Dongfangrenli Science & Commerce Co., Ltd.


 






     


     


    

 





VIE Termination Agreement


 


This VIE Termination Agreement (this “Agreement”),
dated as of July 2, 2015, is made in Beijing, the People’s Republic of China (“China”), by and among:


 


		(1)	Each person listed in Schedule 1 hereto (individually
and jointly, “Party A”);



 


		(2)	Beijing Century TAL Education Technology Co., Ltd.
(“Party B”);



Address: Room 1702-03,
Lantian Hesheng Building, 32 Zhongguancun Street, Haidian District, Beijing


Legal representative:
ZHANG Bangxin


 


And


 


		(3)	Beijing Dongfangrenli Science & Commerce Co.,
Ltd. (“Party C” or the “Company”);



Address: 305, Floor
3, Building 7, 1 Balizhuang Beili, Chaoyang District, Beijing


Legal representative:
LIU Yachao


 


In this Agreement, Party A, Party B and
Party C is referred to as individually, a “Party”, and collectively, the “Parties”.


 


WHEREAS:


 


		1.	Party A, Party B and Party C have entered into an Exclusive Service Agreement, an Option Agreement,
and an Equity Pledge Agreement dated December 27, 2011;



 


		2.	Party A has issued a Power of Attorney dated December 27, 2011;



 


		3.	Each of the Parties intends to terminate all of the rights and obligations under the Exclusive
Service Agreement, the Option Agreement, the Equity Pledge Agreement and the Power of Attorney (collectively, the “Control
Agreements”); and



 


		4.	The terms used but not defined in this Agreement shall have the meaning ascribed to it in the Control
Agreements.



 


NOW, THEREFORE, the Parties agree as follows:


 


		1.	Termination of rights and obligations under the Control Agreement 



 


		1.1	The Parties agree that the effect and force of the Control Agreements shall be terminated as of
the date hereof, and the rights and obligations of each of the Parties therein shall be simultaneously terminated, including without
limitation all rights of obligations of each of Party B and Party C under the Exclusive Service Agreement, the equity pledge between
Party A and Party B under the Equity Pledge Agreement, and the call option of Party B under the Option Agreement.



 






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		1.2	Notwithstanding the foregoing, the terms regarding confidentiality, governing law and dispute resolution
(if any) in the Control Agreements shall survive the termination.



 


		1.3	If any Party is held liable for any damages due to its breach of any term of the Control Agreements
prior to the date hereof, the other Parties agree to waive such liability and not to hold the breach Party liable therefor.



 


		2.	Representations and Warranties



 


Each of the
Parties represents and warrants to the other Parties that as of the date hereof:


 


		2.1	This Agreement, upon execution, constitutes its legal, valid and binding obligation, and enforceable
against its pursuant to the terms hereof; and



 


		2.2	Its execution, delivery and performance of this Agreement will not conflict with, restrict or breach
any law, regulation or agreement to which it is subject or a party.



 


		3.	Breach Liability 



 


If this Agreement is wholly or
partially unenforceable due to breach by any Party of any term under this Agreement, the breaching Party shall be held liable for
any loss incurred by the non-breaching Parties (including any lawsuit and legal fees arising therefrom).


 


		4.	Notice 



 


		4.1	Any notice, request, demand and other communication required or otherwise made under this Agreement
shall be delivered to the applicable Party in writing.



 


		4.2	The notice or any other communication shall be deemed duly received upon transmission if it is
delivered by facsimile or telex, and upon delivery by person and five (5) days after it is deposited with the mailing services
provider if it is delivered by mail.



 


		5.	Confidentiality 



 


Each of the Parties acknowledges
and confirms that the contents of this Agreement and any oral or written information communicated among the Parties regarding this
Agreement shall be confidential. Each of the Parties shall keep such information in confidence and may not disclose it to any third
party without prior written consent from the other Parties, except for any information that is (a) known or to be known by the
general public without unauthorized disclosure by the receiving Party; (b) required to be disclosed under applicable laws or regulations;
or (c) disclosed by any Party to its legal or financial advisor in connection with the transaction contemplated hereunder, provided
that such legal or financial advisor is subject to confidentiality obligation similar to this Section 5. Unauthorized disclosure
by any Party’s employee or service provider shall be deemed disclosure by such Party for which it shall be held liable. This
Section 5 shall survive termination of this Agreement for any cause.


 






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		6.	Governing Law and Dispute Resolution 



 


		6.1	The execution, validity, interpretation, performance, amendment and termination of this Agreement
and the resolution of any dispute arising therefrom shall be governed by the PRC laws.



 


		6.2	Any dispute arising from or in connection with this Agreement shall be resolved through negotiations
by the Parties and, if the negotiations fail to resolve it within 30 days, by submission by any of the Parties to arbitration by
China International Economic and Trade Arbitration Commission in accordance its arbitration rules then in effect in Beijing. The
arbitrary award shall be final and binding upon each of the Parties.



 


		6.3	If any dispute arising from interpretation or performance of this Agreement occurs or is under
arbitration, other than the matter involved in such dispute, the Parties shall continue to perform their respective rights and
obligations under this Agreement.



 


		7.	Miscellaneous



 


		7.1	This Agreement shall be effective as of its execution and affixture of seal by the Parties.



 


		7.2	This Agreement is made in Chinese.



 


		7.3	This Agreement may be amended and supplemented with agreement by the Parties in writing. Any such
amendment or supplement is an integral part of this Agreement and shall have the same effect with this Agreement.



 


		7.4	Invalidity of any term under this Agreement shall not affect the remainder of this Agreement.



 


		7.5	The schedule hereto is an integral part of and shall have the same effect with this Agreement.



 


(No text below)


 






    4 


     


    

 





IN WITNESS WHEREOF, each
of the Parties has, or caused his/her authorized representative to have, signed this VIE Termination Agreement on the date first
written above.


 


 


Party A:


 


 


	
        ZHANG Bangxin

         

         

        Signature: /s/ ZHANG
        Bangxin                                        

         

         

         

         

	
        LIU Yachao

         

         

        Signature: /s/ LIU Yachao                                                 

         

         

         

         

	
        BAI Yunfeng

         

         

        Signature: /s/ BAI Yunfeng                                                 

         

         

         




 


 





Signature page of VIE Termination Agreement











     


     


    

 





IN WITNESS WHEREOF, each of the Parties
has, or caused his/her authorized representative to have, signed this VIE Termination Agreement on the date first written above.


 


 


Party B:Beijing Century TAL Education
Technology Co., Ltd. (seal) /seal/


 


 


 





	By: 	/s/ ZHANG
    Bangxin	 
	Name: ZHANG Bangxin
	Title: Legal representative




 


 


 


Party C:Beijing Dongfangrenli Science
& Commerce Co., Ltd. (seal) /seal/


 


 


 





	By: 	/s/ LIU Yachao	 
	Name: LIU Yachao
	Title: legal representative







 


 





Signature page of VIE Termination Agreement











     


     


    

 


Schedule 1:


 


Party A’s Name List


 


 


	Name	ID Number
	ZHANG Bangxin	321182198010012913
	LIU Yachao	211103198110152138
	BAI Yunfeng	360521198109240073


 


 


 





Schedule 1 of VIE Termination Agreement