TAL Education : Fiscal Year 2021 Annual Report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

• REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
  OR

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2021.

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___to____.

OR

• SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 001-34900

TAL Education Group

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant's name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

15/F, Danling SOHO

6 Danling Street, Haidian District

Beijing 100080

People's Republic of China

(Address of principal executive offices)

Rong Luo, Chief Financial Officer

Telephone: [phone]

Email: [e-mail]

15/F, Danling SOHO

6 Danling Street, Haidian District

Beijing 100080

People's Republic of China

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each three representing one		NYSE: TAL		The New York Stock Exchange
Class A common share*
Class A common shares, par value $0.001 per share**	NYSE: TAL**	The New York Stock Exchange

• Effective on August 16, 2017, the ratio of ADSs to Class A common shares was changed from one ADS representing two Class A common shares to three ADSs representing one Class A common share.

• Not for trading, but only in connection with the listing on The New York Stock Exchange of American depositary shares. Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Table of Contents

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

As of February 28, 2021, 147,995,578 Class A common shares, par value $0.001 per share and 66,939,204 Class B common shares, par value $0.001 per share were outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

⌧ Yes

◻ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

◻ Yes

⌧ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

⌧ Yes

◻ No

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

⌧ Yes

◻ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

⌧ Large accelerated filer

◻ Accelerated filer

◻ Non-accelerated filer

☐ Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† † provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ⌧

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

⌧ U.S. GAAP	◻ International Financial Reporting Standards as issued by the International Accounting Standards	◻ Other
	Board

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

◻ Item 17

◻ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes

☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

◻ Yes

☒ No

• The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Table of Contents
		TABLE OF CONTENTS
			Page
INTRODUCTION		1
FORWARD-LOOKING STATEMENTS		2
PART I				3
Item	1.	Identity of Directors, Senior Management and Advisers		3
Item	2.	Offer Statistics and Expected Timetable		3
Item	3.	Key Information		3
Item	4.	Information on the Company		47
Item	4A	Unresolved Staff Comments		86
Item	5.	Operating and Financial Review and Prospects		86
Item	6.	Directors, Senior Management and Employees		109
Item	7.	Major Shareholders and Related Party Transactions	118
Item	8.	Financial Information
119
Item	9.	The Offer and Listing
	120
Item	10.	Additional Information		121
Item	11.	Quantitative and Qualitative Disclosures About Market Risk		130
Item	12.	Description of Securities Other than Equity Securities		131
PART II				133
Item	13.	Defaults, Dividend Arrearages and Delinquencies		133
Item	14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		133
Item	15.	Controls and Procedures		133
Item	16.	[Reserved]		136
Item	16A.	Audit Committee Financial Expert		136
Item	16B.	Code of Ethics		136
Item	16C.	Principal Accountant Fees and Services		136
Item	16D.	Exemptions from the Listing Standards for Audit Committees		136
Item	16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		137
Item	16F.	Change in Registrant's Certifying Accountant		137
Item	16G.	Corporate Governance		137
Item	16H.	Mine Safety Disclosure		137
PART III				137
Item	17.	Financial Statements		137
Item	18.	Financial Statements		138
Item	19.	Exhibits	138

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INTRODUCTION

In this annual report, except where the context otherwise requires, unless otherwise indicated and for purposes of this annual report

only:

• "China" or "PRC" refers to the People's Republic of China, and for the purpose of this annual report, excluding Taiwan, Hong Kong and Macau;
• "we," "us," "our company" and "our" refer to TAL Education Group, a Cayman Islands company, and its subsidiaries, and, in the context of describing our operations and consolidated financial data, also include the Consolidated Affiliated Entities (as defined below);
• "shares" or "common shares" refers to our Class A and Class B common shares, par value $0.001 per share;
• "ADSs" refers to our American depositary shares, each three of which represent one Class A common share;
• "VIEs" refers to Beijing Xueersi Network Technology Co., Ltd., or Xueersi Network, and Beijing Xueersi Education Technology Co., Ltd., or Xueersi Education, Xinxin Xiangrong Education Technology (Beijing) Co., Ltd. (the original name of which is Beijing Dididaojia Education Technology Co., Ltd.), or Xinxin Xiangrong, and Beijing Lebai Education Consulting Co., Ltd., or Lebai Education, all of which are domestic PRC companies in which we do not have equity interests but whose financial results have been consolidated into our consolidated financial statements in accordance with U.S. GAAP; and "Consolidated Affiliated Entities" refers to our VIEs and the VIEs' direct and indirect subsidiaries and schools;
• "U.S. GAAP" refers to generally accepted accounting principles in the United States;
• "student enrollments of normal priced long-term course" for a certain period refers to the total number of normal priced long- term courses enrolled in and paid for by our students during that period, including multiple courses enrolled in and paid for by the same student, excluding courses offered at significant discounts for promotional purposes or short-term courses offered on an ad hoc basis (as opposed to long-term courses that tend to track the school semesters and vacations);
• "K-12"refers to the year before the first grade through the last year of high school;
• "RMB" or "Renminbi" refers to the legal currency of China; and
• "$" or "U.S. dollars" refers to the legal currency of the United States.

Our financial statements are expressed in U.S. dollars, which is our reporting currency. Certain of our financial data in this annual report on Form 20-F are translated into U.S. dollars solely for the reader's convenience. Unless otherwise noted, all convenient translations from Renminbi to U.S. dollars in this annual report on Form 20-F were made at a rate of RMB6.4730 to $1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on February 26, 2021. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, at the rate stated above, or at all.

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FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements that reflect our current expectations and views of future events. These forward looking statements are made under the "safe-harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by these forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to" or other similar expressions. These forward-looking statements include statements relating to:

• our anticipated growth strategies;
• competition in the markets where we offer educational programs, services and products;
• our future business development, results of operations and financial condition;
• expected changes in our revenues and certain cost and expense items;
• our ability to increase student enrollments and course fees and expand course offerings;
• risks associated with the expansion of our geographic reach and our offering of new educational programs, services and products;
• the expected increase in spending on private education in China; and
• PRC laws, regulations and policies relating to private education and providers of after-school tutoring services.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. You should read this annual report and the documents that we refer to in this annual report completely and with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements with these cautionary statements. Other sections of this annual report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward- looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

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