SEC Comment Letter 0000000000-23-010915 to TAL Education Group (TAL)

TAL Education Group
Date: Oct. 3, 2023 · CIK: 0001499620 · Accession: 0000000000-23-010915

View on Edgar

AI Filing Summary & Sentiment

File numbers found in text: 001-34900

Date

October 3, 2023

Author

Not clearly detected

Form

UPLOAD

Company

TAL Education Group

Letter

United States securities and exchange commission logo October 3, 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 Response dated September 15, 2023 File No. 001-34900 Dear Alex Peng: We have reviewed your September 15, 2023 response to our comment letter and have the following comment. Please respond to this letter 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 7, 2023 letter. 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 from your response to comment 3 that all of your "consolidated foreign operating entities that use variable interest entities or similar structures are incorporated or otherwise organized in the PRC." It appears from disclosures in your Form 20-F that you have at least one subsidiary in Hong Kong. Please confirm our assumption, if true, that your reference to "consolidated foreign operating entities that use variable interest entities or similar structures [and that] are incoporated or otherwise organized in the PRC" includes any subsidiaries organized or incorporated in Hong Kong. Otherwise, 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

FirstName LastNameAlex Peng Comapany NameTAL Education Group October 3, 2023 Page 2 FirstName LastName Alex Peng TAL Education Group October 3, 2023 Page 2 governmental entities in each foreign jursidiction in which you have consolidated operating entities. Please contact Jennifer Thompson at 202-551-3737 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Yi Gao, Esq.

Show Raw Text

United States securities and exchange commission logo
October 3, 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
Response dated September 15, 2023
File No. 001-34900
Dear Alex Peng:
            We have reviewed your September 15, 2023 response to our comment letter and have the
following comment.
            Please respond to this letter 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 this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 7, 2023
letter.
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 from your response to comment 3 that all of your "consolidated foreign operating
entities that use variable interest entities or similar structures are incorporated or otherwise
organized in the PRC."  It appears from disclosures in your Form 20-F that you have at
least one subsidiary in Hong Kong.  Please confirm our assumption, if true, that your
reference to "consolidated foreign operating entities that use variable interest entities or
similar structures [and that] are incoporated or otherwise organized in the PRC" includes
any subsidiaries organized or incorporated in Hong Kong.  Otherwise, 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

 FirstName LastNameAlex Peng
 Comapany NameTAL Education Group
 October 3, 2023 Page 2
 FirstName LastName
Alex Peng
TAL Education Group
October 3, 2023
Page 2
governmental entities in each foreign jursidiction in which you have consolidated
operating entities.
            Please contact Jennifer Thompson at 202-551-3737 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yi Gao, Esq.

SecProbe.io