SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to Be Included in Statements Filed Pursuant to Rules 13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant To 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. ) *
TAL Education Group
(Name of Issuer)
Class A Common Shares, US$0.001 par value per share
(Title of Class of Securities)
G8663P 108
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. G8663P 108
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13G
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Page 2 of 10 Pages
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1
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Name Of Reporting Person
Perfect Wisdom International Limited
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
8,812,500 (1) common shares, (represented by 8,812,500 Class B common shares, which may be converted into 8,812,500 Class A common shares within 60 days of the filing date). Yachao Liu may also be deemed to have sole voting power with respect to the above shares.
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
8,812,500 (1) common shares, (represented by 8,812,500 Class B common shares, which may be converted into 8,812,500 Class A common shares within 60 days of the filing date). Yachao Liu may also be deemed to have sole dispositive power with respect to the above shares.
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,812,500 (1) common shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
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¨
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11
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Percent of Class Represented by Amount in Row 9
26.9%(1)(2)
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CUSIP No. G8663P 108
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13G
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Page 3 of 10 Pages
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12
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Type of Reporting Person
CO
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_____________________
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(1)
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Consisting of 8,812,500 Class B common shares held by Perfect Wisdom International Limited, a British Virgin Islands company. Each Class B common share is convertible at the option of the holder into one Class A common share. The rights of the holders of Class A common shares and Class B common shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B common share is entitled to ten votes per share, whereas each Class A common share is entitled to one vote per share.
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(2)
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Assumes conversion of all such reporting person's Class B common shares into Class A common shares.
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CUSIP No. G8663P 108
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13G
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Page 4 of 10 Pages
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1
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Name of Reporting Person
Yachao Liu
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
The People's Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
8,812,500(3) common shares, (represented by 8,812,500 Class B common shares, which may be converted into 8,812,500 Class A common shares within 60 days of the filing date). Perfect Wisdom International Limited may also be deemed to have sole voting power with respect to the above shares.
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
8,812,500 (3) common shares, (represented by 8,812,500 Class B common shares, which may be converted into 8,812,500 Class A common shares within 60 days of the filing date). Perfect Wisdom International Limited may also be deemed to have sole dispositive power with respect to the above shares.
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,812,500 (3) common shares
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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¨
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_____________________
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(3)
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Consisting of 8,812,500 Class B common shares held by Perfect Wisdom International Limited, a British Virgin Islands company. Each Class B common share is convertible at the option of the holder into one Class A common share. The rights of the holders of Class A common shares and Class B common shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B common share is entitled to ten votes per share, whereas each Class A common share is entitled to one vote per share.
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(4)
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Assumes conversion of all such reporting person’s Class B common shares into Class A common shares.
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CUSIP No. G8663P 108
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13G
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Page 5 of 8 Pages
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11
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Percent Of Class Represented By Amount In Row 9
26.9%(3)(4)
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12
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Type of Reporting Person
IN
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CUSIP No. G8663P 108
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13G
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Page 6 of 10 Pages
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Item 1(a).
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Name of Issuer:
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TAL Education Group
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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18/F, Hesheng Building
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32 Zhongguancun Avenue, Haidian District
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Beijing 100080
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The People's Republic of China
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Item 2(a).
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Name of Person Filing:
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Perfect Wisdom International Limited
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Yachao Liu
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Perfect Wisdom International Limited
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c/o Yachao Liu
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18/F, Hesheng Building
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32 Zhongguancun Avenue, Haidian District
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Beijing 100080
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The People's Republic of China
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Yachao Liu
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18/F, Hesheng Building
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32 Zhongguancun Avenue, Haidian District
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Beijing 100080
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The People's Republic of China
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Item 2(c).
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Citizenship:
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Perfect Wisdom International Limited – British Virgin Islands
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Yachao Liu – The People's Republic of China
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Item 2(d).
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Title of Class of Securities:
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Class A common shares
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Item 2(e).
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CUSIP Number:
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G8663P 108
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CUSIP No. G8663P 108
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13G
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Page 7 of 10 Pages
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
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Not applicable
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Item 4.
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Ownership:
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The following information with respect to the ownership of the Common shares of the issuer by each of the reporting persons is provided as of December 31, 2010:
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Sole power
to vote or
direct
the vote:
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Shared
power to
vote or to
direct
the vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power
to dispose or to
direct the
disposition of:
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Perfect Wisdom International Limited
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8,812,500
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26.9%
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8,812,500
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0
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8,812,500
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0
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Yachao Liu
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8,812,500
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26.9%
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8,812,500
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0
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8,812,500
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0
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Perfect Wisdom International Limited, a British Virgin Islands company, is the record owner of 8,812,500 Class B common shares, which may be converted into 8,812,500 Class A common shares within 60 days of the filing date. Yachao Liu is the sole owner and director of Perfect Wisdom International Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Yachao Liu may also be deemed to beneficially own all of the shares held by Perfect Wisdom International Limited.
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Yachao Liu, a citizen of the People's Republic of China, is the beneficial owner of 8,812,500 Class B common shares, which may be converted into 8,812,500 Class A common shares within 60 days of the filing date. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Perfect Wisdom International Limited may also be deemed to have sole voting power with respect to all of the shares beneficially owned by Yachao Liu.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Controlling Person:
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Not applicable
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CUSIP No. G8663P 108
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13G
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Page 8 of 10 Pages
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
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Item 10.
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Certifications:
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Not applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2011
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Perfect Wisdom International Limited
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By:
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/s/ Yachao Liu
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Name:
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Yachao Liu
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Title:
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Director
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Yachao Liu
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/s/ Yachao Liu
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Yachao Liu
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LIST OF EXHIBITS
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Exhibit No.
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Description
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A
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Joint Filing Agreement
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Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common shares, with US$ 0.001 per share, of TAL Education Group, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2011.
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Perfect Wisdom International Limited
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By:
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/s/ Yachao Liu
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Name:
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Yachao Liu
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Title:
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Director
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Yachao Liu
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/s/ Yachao Liu
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Yachao Liu
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