Exhibit 4.19 





 


Option Agreement


 


The Option Agreement, dated as of August
4, 2015, is made by and among the following parties:


 


Party A:


Beijing Century TAL Education
Technology 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, Lantianhesheng Building, No.32, Zhongguancun
Street, Haidian District, Beijing.


 


Party B:


Bangxin Zhang, ID Card No.
321182198010012913


Yachao Liu, ID Card No. 211103198110152138


Yunfeng Bai, ID Card No. 360521198109240073


 


Party C:


Beijing Dididaojia Education
Technology Co., Ltd., a limited liability company duly established and validly existing under the PRC laws with its legal address
at Room 209, Tower 1, No. 2, the Second Shangdi Street, Haidian District, Beijing.


 


Through amiable negotiation, the Parties
stated above agree as follows concerning Party A purchasing the equity interests of Party C owned by Party B:


 


		1.	Purchase Option Right



 


		1.1	Party A has the right to demand Party B to transfer all or part of the equity interests (“Target
Equity Interests”) of Party C it owns at any time (“Purchase Right”), as the specific demand may be,
in the following circumstances, and Party B shall transfer Target Equity Interests to Party A or any third party designated by
Party A accordingly:



 


		(1)	Party A or any third party designated by Party A is allowed to own all or part of Target Equity
Interests under the laws and regulations of PRC; or



		(2)	In other circumstances where Party A deem appropriate or necessary.



 


The Purchase Right of Party A
under this Agreement is exclusive, unconditional and irrevocable.


 


		1.2	The Parties agree that Party A has the right to determine to exercise the Purchase Right in part
or in all to acquire part or all of Target Equity Interests. And the Parties further agree that the time, manner, quantity and
frequency of exercising such Purchase Right by Party A shall not be subject to any restrictions.



 


		1.3	The Parties agree that Party A may designate any third party to purchase part or all of Target
Equity Interests. Party B shall not reject to transfer Target Equity Interests to such third party unless such transfer is forbidden
by the PRC laws and regulations.



 






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		1.4	Party B shall not transfer Target Equity Interests to any third party without the prior written
approval by Party A before Target Equity Interests is transferred under this Agreement to Party A or the designated third party.



 


		2.	Procedures



 


		2.1	While executing this Agreement, Party B hereby confirms that the form and contents of the Equity
Interest Transfer Agreement and the Approval Letter needed in the exercise of Purchase Right by Party A are the same as the Appendix
attached to this Agreement.



 


		2.2	In the event Party A decides to exercise its Purchase Right according to Article 1.1, it shall
give a written notice (the “Exercise Notice”, see the Appendix) to Party B, stating quantity or percentage of
the equity interests to be purchased and the name and identity of the purchaser. Party B and Party C shall provide all materials
and documents necessary for the transfer of Target Equity Interests, including the signing the Equity Interest Transfer Agreement
and Approval Letter the form of which are the same as the Appendix.



 


		2.3	Except for the Exercise Notice in Article 2.2, there are no other prerequisite or incidental conditions
or procedures for Party A to exercise its Purchase Right.



 


		2.4	Party B shall provide Party C with timely and necessary assistance for Party C to complete the
approving procedures (if required by law) with competent authorities and registration procedures of the equity interests transfer
with relevant Industrial and Commercial authorities according to the applicable PRC laws and regulations.



 


		2.5	The date of completion of the transfer of all Target Equity Interests is the date of completion
of exercise of the Purchase Right.



 


		3.	Purchase Price



 


		3.1	The whole price of Target Equity Interests shall be the lowest value as permitted by the PRC laws
and regulations at the time such Target Equity Interests being transferred. In the event Target Equity Interests is transferred
in installments, the price shall be determined according to the time and percentage of each separate time of transfer.



 


		3.2	Personal income tax and other relevant taxes or expenses incurred in the transfer of Target Equity
Interests shall be borne by Party C.



 


		3.3	With Party B’s unanimous consent, the purchase price obtained by Party B, based on the exercise
of Purchase Right by Party A or any third party designated by Party A, shall be transferred to Party C for free.



 






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		4.	Warranties and Covenants 



 


		4.1	Each Party represents and warrants to other Parties as follows:



 


		(a)	It has full rights, capacity and authorization to execute this Agreement and bear all the obligations
and liabilities hereunder;



 


		(b)	It has gone through all necessary internal procedures for the execution of this Agreement and has
obtained all necessary internal and external authorization and approvals; and



 


		(c)	It will not breach any agreements or contracts binding upon its assets or itself by executing this
Agreement.



 


		4.2	Party B and Party C separately and collectively represent and warrant to Party A as follows:



 


		(a)	As of the date of the effectiveness of this Agreement, Party B legally owns the equity interests
of Party C, and has full, valid right of disposal of such equity interests. The registered capital of Party C has been fully contributed.
Except for the pledge under the Equity Interest Pledge Agreement and other rights consented by Party A in writing, the equity interests
of Party C owned by Party B is not subject to any pledge, mortgage, warranty or other rights or interests of, and is free of any
claims by any third party. No third party may demand Party C to distribute, issue, sell, transfer or exchange any of its equity
interests according to any purchase right, share exchange right, first right to refusal or other agreements.



 


		(b)	During the effective period of this Agreement, Party B shall not transfer, or create pledge, mortgage
or any other security interest over the equity interests of Party C without the prior written consent from Party A.



 


		(c)	Party B and Party C shall extend the operation period of Party C to the extent permitted by relevant
PRC laws and regulations, to make it equal to the approved operation period of Party A.



 


		5.	Appendix



 


Appendixes of this Agreement constitute
an integrated part of this Agreement and have equal legal binding effect as other sections of this Agreement.


 


		6.	Confidentiality 



 


This Agreement and all clauses
hereof belong to confidential information and shall not be disclosed to any third party except for relevant high-ranking 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.


 






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This clause shall survive any
modification, dissolution or termination of this Agreement.


 


		7.	Liabilities for Breach of Agreement



 


In the event any party failed
to perform any of its obligations under this Agreement, or made any untrue or inaccurate representations or warranties, such party
shall be liable for all the losses of other parties for breach of this Agreement.


 


		8.	Force Majeure 



 


Force Majeure means any event
that cannot be anticipated at the time of the execution of the Agreement, and the occurrence of which cannot be avoided, controlled
or conquered by any party of the Agreement, including but not limited to earthquake, typhoon, flood, fire, boycott, war or rebellion,
etc..


 


The party suffering such Force
Majeure shall (i) notify the other parties by telegram, facsimile or other electronic means immediately after the occurrence of
such Force Majeure and shall provide written documents evidencing the occurrence of such Force Majeure within fifteen (15) business
days; (ii) in every instance, to the extent reasonable and lawful under the circumstances, use its best efforts to mitigate or
remove the effect of such Force Majeure with all reasonable dispatch, and continue its performance of the Agreement after such
effect is mitigated or removed. The parties of the Agreement shall determine through negotiation whether to terminate, partly terminate
or suspend the implementation of this Agreement according to the extent the Agreement is effected by such Force Majeure.


 


		9.	Miscellaneous 



 


		9.1	This Agreement and any related matters shall be governed by and construed in accordance with the
PRC laws. All disputes arising out of or in connection with this Agreement shall be conciliated friendly by and between the Parties.
When the disputes could not be solved by conciliation, such disputes shall be finally settled under the Rules of Arbitration of
the China International Economic and Trade Arbitration Commission by arbitrators appointed in accordance with rules currently effective
of such arbitration commission. The arbitration ruling shall be final. The place of arbitration shall be in Beijing. The Parties
hereto shall continue to perform its obligations and exercise its rights hereunder except for those in dispute.



 


		9.2	This Agreement becomes effective on the date of execution by all parties and terminates when Party
A purchased all Target Equity Interest according to the Agreement or the Agreement is terminated by mutual consent of the parties.



 


		9.3	The Agreement is executed in three (3) counterparts, and each of Party A, Party B and Party C holds
one counterpart.



 


		9.4	This Agreement together with its appendixes constitute the entire agreement among the parties hereto
and supersedes and renders of no force and effect all prior oral or written agreements, commitments and undertakings among the
parties with respect to the subject matter hereof.



 


		9.5	Any modification and supplement of this Agreement shall be made in a written form and shall only
become effective upon the signature by all the parties of the Agreement.



 






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OPTION AGREEMENT


 


(THE SIGNATURE PAGE)


 


Party A: Beijing Century TAL Education
Technology Co., Ltd. (Seal) /Seal/


Authorized Representative:


 


 


Party B:


Bangxin Zhang:


Signature: /s/ Bangxin Zhang


 


Yachao Liu:


Signature: /s/ Yachao Liu


 


Yunfeng Bai:


Signature: /s/ Yunfeng Bai


 


 


Party C:


Beijing Dididaojia Education Technology
Co., Ltd. (Seal) /Seal/


Authorized Representative:


 






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OPTION AGREEMENT


 



 





Appendix:


 


Equity Interest Transfer Agreement


 


This Equity Interest Transfer Agreement
(the “Agreement”), dated as of [ ], is made by and among the following parties in Beijing, China:


 


Transferor:


Bangxin Zhang, ID Card No. 321182198010012913


Yachao Liu, ID Card No. 211103198110152138


Yunfeng Bai, ID Card No. 360521198109240073


 


Transferee:


Beijing Century TAL Education Technology
Co., Ltd.


 


Through amiable negotiation the Parties
stated above agree as follows about the equity interest transfer stated herein:


 


		1.	Transferor agrees to transfer the 100% equity interest
of Beijing Dididaojia Education Technology Co., Ltd. it owns (“Target Equity Interests”) to Transferee at a
price of RMB  , and Transferee agrees to purchase such Target Equity Interests.





 


		2.	Upon completion of transfer of Target Equity Interests, Transferor shall no longer enjoy while
Transferee enjoys any rights and bear all obligations as the shareholder of Target Equity Interests.



 


		3.	Any matters not mentioned in the Agreement may be determined by supplementary agreements signed
by both parties.



 


		4.	The Agreement becomes effective on the date of signature by both parties.



 


		5.	The Agreement is executed in four (4) counterparts, each party holding one and the rest used for
Industrial and Commercial alteration registration.



 


Transferor:


	
        Bangxin Zhang:

        Signature: /s/ Bangxin Zhang
	
        Yunfeng Bai:

        Signature: /s/ Yunfeng Bai

	
        Yachao Liu:

        Signature: /s/ Yachao Liu
	 


 


Transferee: Beijing Century TAL
Education Technology Co., Ltd. (Seal) /Seal/


Authorized Representative:


 






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OPTION AGREEMENT


 


Confirmation Letter


 


To: Beijing Century TAL Education Technology
Co., Ltd.


 


I, the shareholder of Beijing Dididaojia
Education Technology Co., Ltd. (the “Company”), hereby agree and confirm as follows:


 


		1.	I agree to accept all the terms and conditions of the Option Agreement entered by the Company and
Beijing Century TAL Education Technology Co., Ltd.(“WFOE”) on  , 2015, and waive my first right to refusal
to such equity interest when WFOE exercises its Purchase Right under such agreement. I will take all measures to assist WFOE on
the transfer procedures for such equity interest.



 


		2.	I agree to waive my first right to refusal when other shareholders of the Company transfers the
equity interest it owns to WFOE or any third party designated by WFOE.



 


		3.	In the event other shareholders of the Company transfers the equity interests it owns to WFOE or
any third party designated by WFOE, I will sign or provide necessary documents for the transfer procedures of such equity interests.



 


 


This Confirmation Letter becomes effective
on the date of signature.


 


 


	
        Bangxin Zhang:

        Signature: /s/ Bangxin Zhang
	
        Yunfeng Bai:

        Signature: /s/ Yunfeng Bai

         

         

	
        Yachao Liu:

        Signature: /s/ Yachao Liu
	 


 


 


Date: [ ]


 






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OPTION AGREEMENT


 


Exercise Notice


 


To: Beijing Dididaojia Education Technology
Co., Ltd. (the “Company”)


 


In accordance with the Option Agreement entered
into by you and our company on  , 2015, in circumstances permitted by relevant PRC laws and regulations, you should transfer
your equity interests of the Company to our company or any other transferee designated by us according to our request.


 


Thus our company hereby sends you the Exercise
Notice as follows:


 


Our company hereby requests to exercise the
Purchase Right under the Option Agreement, that our company/ other transferee designated by us shall purchase your equity interests
of the Company which constitutes [ ] % of the registered capital of the Company (“Transferring Equity Interest”)
at a price of RMB [ ]. Please conduct all necessary procedures to transfer such Transferring Equity Interest to our company or
other transferee designated by us according to the terms and conditions of the Option Agreement after your receipt of this Notice.


 








	 	Beijing
    Century TAL Education Technology Co., Ltd. (Seal) /Seal/
	 	Authorized Representative:	 
	 	Name:	 
	 	Position:	 
	 	Date:	 


 






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