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September 1, 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, 2022
Response dated May
31, 2022
File No. 001-34900
Dear Mr. Zhang:
We have reviewed your May 31, 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
May 17, 2022 letter.
Form 20-F for the Fiscal Year Ended February 28, 2022
Item 3. Key Information
The Holding Foreign Companies Accountable Act, page 6
1. When discussing the
Holding Foreign Companies Accountable Act, in future filings
please update your
disclosure throughout your filing to discuss the fact that on August 26,
2022, the Public
Company Accounting Oversight Board (PCAOB) signed a Statement of
Protocol with the China
Securities Regulatory Commission and the Ministry of Finance of
the People's Republic
of China, taking the first step toward opening access for the
PCAOB to inspect and
investigate registered public accounting firms headquartered in
mainland China and Hong
Kong.
Bangxin Zhang
TAL Education Group
September 1, 2022
Page 2
Permissions Required from the PRC Authorities for Our Operations, page 6
2. We note your response to comment 3. Your disclosure does not appear to
discuss the
basis of your conclusion that you are not required to obtain
permissions from or complete
filings with the China Securities Regulatory Commission in connection
with any offering
of securities to foreign investors, as your reference to PRC counsel
appears to be in
connection with CAC permissions or approvals. Revise to clarify.
Notes the Consolidated Financial Statements
Organization and Principal Activities, page F-12
3. Please explain your consideration of whether the cessation of your K9
Academic AST
Services should be reported as a discontinued operation. Refer to ASC
205-20-45-1.
General
4. We note your response to comment 8, the referenced Form 6-Ks and the
applicable
disclosure in this annual report. Specifically, we note your
disclosure that:
The company ceased offering K9 Academic AST Services in
mainland China by the
end of December 2021;
Such cessation has had a significant negative impact on the
company's financial
performance for the fiscal year ended February 28, 2022;
Revenues from offering K9 Academic AST Services accounted for a
substantial
majority of the company's total revenues prior to such cessation;
and
Ceasing K9 Academic AST Services is expected to have a
significant negative
impact on the company's financial performance for the fiscal year
ending February
28, 2023 and subsequent periods.
Please amend your annual report to specifically discuss and, to the
extent
possible, quantify the significant negative impacts. In this regard,
please quantify the
portion of the company's historic revenues that will be impacted by the
cessation of
offering K9 Academic AST Services. We also note that certain other
information
(impacts on property and equipment, intangible assets, goodwill,
operating lease right-of-
use, etc.) is contained in the company's audited financial statement
footnotes but such
information should be consolidated and presented in the forepart of Item
3 along with the
other China-based company disclosure and elsewhere as applicable. The
significant
FirstName LastNameBangxin Zhang
negative impacts should be presented in such a manner to allow investors
to fully
Comapany NameTAL
understand Education
the negative Groupcessation will have on the company's
business, operations
impacts
and financial
September performance.
1, 2022 Page 2
FirstName LastName
Bangxin Zhang
FirstName LastNameBangxin Zhang
TAL Education Group
Comapany 1,
September NameTAL
2022 Education Group
September
Page 3 1, 2022 Page 3
FirstName LastName
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.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services