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United States securities and exchange commission logo
May 17, 2022
Bangxin Zhang
Chief Executive Officer
TAL Education Group
15/F, Danling SOHO
6 Danling Street, Haidian District
Beijing 100080
People s Republic of China
Re: TAL Education Group
Form 20-F for the
Fiscal Year Ended February 28, 2021
Form 6-K filed
November 15, 2021
Response Dated
March 29, 2022
File No. 001-34900
Dear Mr. Zhang:
We have reviewed your March 29, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
February 22, 2022 letter.
Annual Report on Form 20-F
Item 3. Key Information, page 3
1. We note your response
to comment 4 and reissue in part. We note your intentions to
move the diagram of the
company's corporate structure on page 82 of the Form 20-F to
Item 3 in future Form
20-F filings. With respect to the disclosed contractual arrangements
with the VIEs in the
diagram, please revise to use dashed lines without arrows.
Additionally, describe
all contracts and arrangements through which you claim to have
economic rights and
exercise control that results in consolidation of the VIE s operations
and financial results
into your financial statements. Describe the relevant contractual
Bangxin Zhang
FirstName LastNameBangxin Zhang
TAL Education Group
Comapany
May NameTAL Education Group
17, 2022
May 17,
Page 2 2022 Page 2
FirstName LastName
agreements between the entities and how this type of corporate
structure may affect
investors and the value of their investment, including how and why the
contractual
arrangements may be less effective than direct ownership and that the
company may incur
substantial costs to enforce the terms of the arrangements. Disclose
the uncertainties
regarding the status of the rights of the Cayman Islands holding
company with respect to
its contractual arrangements with the VIE, its founders and owners,
and the challenges the
company may face enforcing these contractual agreements due to legal
uncertainties and
jurisdictional limits. In this regard, we note that your proposed
disclosure in future Form
20-F filings does not specifically discuss the above disclosure topics
but instead cross-
references to disclosure later in the Form 20-F. Please revise your
proposed disclosure to
address the disclosure topics in Item 3 of future Form 20-F filings.
2. We note your response to comment 5 and reissue in part. We note your
proposed
"Summary of Risk Factors" to be included in future Form 20-F filings.
Revise to
specifically discuss risks arising from the legal system in China,
including risks and
uncertainties regarding the enforcement of laws and that rules and
regulations in China
can change quickly with little advance notice; and the risk that the
Chinese government
may intervene or influence your operations at any time. Additionally,
acknowledge any
risks that any actions by the Chinese government to exert more
oversight and control over
offerings that are conducted overseas and/or foreign investment in
China-based issuers
could significantly limit or completely hinder your ability to offer
or continue to offer
securities to investors and cause the value of such securities to
significantly decline or be
worthless. Lastly, please revise the proposed disclosure to provide
specific cross-
references for each of the risks discussed under "Risks Related to Our
Corporate
Structure" and "Risks Related to Doing Business in China" to the more
detailed
discussions of these risks in future Form 20-F filings. In this
regard, the specific cross-
references should include the specific risk factor title, as
applicable, and associated page
number.
3. We note your response to comment 6 and reissue in part. We note your
proposed
disclosure to be included in future Form 20-F filings. We note that
you do not appear to
have relied upon an opinion of counsel with respect to your
conclusions that you have the
necessary permissions and approvals to operate your business. If true,
state as much and
explain why such an opinion was not obtained. Please also explain the
basis for your
conclusions, such as why you are not required to have a cybersecurity
review by the CAC.
Additionally, the proposed disclosure related to permission and
approvals should not be
qualified by materiality. Please make appropriate revisions to your
proposed disclosure.
4. We note your response to comment 7 and reissue in part. We note your
proposed
disclosure to be included in future Form 20-F filings. Please disclose
your intentions to
distribute earnings or settle amounts owed under the VIE agreements.
Please also revise
the proposed disclosure to quantify dividends or distributions made to
U.S. investors, the
source, and their tax consequences. Lastly, provide cross-references
to the condensed
consolidating schedule and the consolidated financial statements.
Bangxin Zhang
TAL Education Group
May 17, 2022
Page 3
5. Please revise your proposed disclosure in the "Cash and Assets Flows
Through Our
Organization" section, in the summary risk factors and risk factors
sections to state that, to
the extent cash or assets in the business is in the PRC or Hong Kong
or a PRC or Hong
Kong entity, the funds or assets may not be available to fund
operations or for other use
outside of the PRC or Hong Kong due to interventions in or the
imposition of restrictions
and limitations on the ability of you, your subsidiaries, or the
consolidated VIEs by the
PRC government to transfer cash or assets.
6. To the extent you have cash management policies that dictate how funds
are transferred
between you, your subsidiaries, the consolidated VIEs or investors,
summarize the
policies in your proposed disclosure in the "Cash and Assets Flows
Through Our
Organization" section, and disclose the source of such policies (e.g.,
whether they are
contractual in nature, pursuant to regulations, etc.); alternatively,
state in the "Cash and
Assets Flows Through Our Organization" section that you have no such
cash management
policies that dictate how funds are transferred.
Item 3.(d) Risk Factors, page 5
7. We note your response to comment 11 and reissue. We note your proposed
disclosure and
new risk factor to be included in future Form 20-F filings. Please
revise your proposed
disclosure and risk factor to explain how this oversight impacts your
business and to what
extent you believe that you are compliant with the regulations or
policies that have been
issued by the CAC to date. In this regard, we note that the risk
factor is drafted in the
passive tense rather than the company providing affirmative statements
regarding its
compliance with the regulations and policies that have been issued by
the CAC to date.
General
8. We note your response to comment 16 and reissue in part. Please
confirm that you will
amend the referenced Form 6-K to provide ADS holders with the
additional information
set forth in your response.
You may contact Scott Stringer at 202-551-3272 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with any
other
questions.
FirstName LastNameBangxin Zhang Sincerely,
Comapany NameTAL Education Group
Division of
Corporation Finance
May 17, 2022 Page 3 Office of Trade
& Services
FirstName LastName