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United States securities and exchange commission logo
September 7, 2023
Alex Peng
Chief Financial Officer
TAL Education Group
5/F, Tower B, Heying Center
Xiaoying West Street, Haidian District
Beijing 100085
People s Republic of China
Re: TAL Education Group
Form 20-F for the
Fiscal Year Ended February 28, 2023
File No. 001-34900
Dear Alex Peng:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended February 28, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 140
1. We note your statement
that you reviewed your register of members and Schedules 13G in
connection with your
required submission under paragraph (a). Please supplementally
describe any additional
materials that were reviewed and tell us whether you relied upon
any legal opinions or
third party certifications such as affidavits as the basis for your
submission. In your
response, please provide a similarly detailed discussion of the
materials reviewed and
legal opinions or third party certifications relied upon in
connection with the
required disclosures under paragraphs (b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
instance, please tell
us how the board members current or prior memberships on, or
Alex Peng
TAL Education Group
September 7, 2023
Page 2
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
3. Please note that Item 16I(b) requires that you provide disclosures for
yourself and your
consolidated foreign operating entities, including variable interest
entities or similar
structures. With respect to (b)(2), please supplementally clarify the
jurisdictions in which
your consolidated foreign operating entities are organized or
incorporated and confirm, if
true, that you have disclosed the percentage of your shares or the shares
of your
consolidated operating entities owned by governmental entities in each
foreign
jurisdiction in which you have consolidated operating entities.
Alternatively, please
provide this information in your supplemental response.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is to the best of our knowledge.
Please supplementally
confirm without qualification, if true, that your articles and the
articles of your
consolidated foreign operating entities do not contain wording from any
charter of the
Chinese Communist Party.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Tyler Howes at 202-551-3370 or Jennifer Thompson at
202-551-
3737 with any questions.
Sincerely,
FirstName LastNameAlex Peng
Division of
Corporation Finance
Comapany NameTAL Education Group
Disclosure Review
Program
September 7, 2023 Page 2
cc: Yi Gao, Esq.
FirstName LastName