TAL Education Group Files 2024 Annual 20-F Report

TL;DR

TAL Education Group's 20-F is in, check financials and related party deals for the year ending Feb 29, 2024.

AI Summary

TAL Education Group filed its annual 20-F report for the period ending February 29, 2024. The filing details the company's financial performance and business operations. Key financial figures and related party transactions are outlined within the report, providing insights into the company's structure and financial health.

Why It Matters

This filing provides investors with a comprehensive overview of TAL Education Group's financial standing and operational details for the past fiscal year, crucial for investment decisions.

Risk Assessment

Risk Level: medium — The filing contains financial data and disclosures that require careful analysis to assess the company's risk profile.

Key Numbers

• 49153604 — Total Assets (Indicates the total value of assets held by the company as of the reporting period.)
• 4218000 — Net Income (Represents the company's profit after all expenses for the period.)

Key Players & Entities

• TAL Education Group (company) — Filer of the 20-F report
• 0001104659-24-067123 (accession_number) — SEC filing accession number
• 20240229 (date) — Conformed period of report
• Beijing (location) — Company headquarters city
• TalHongKongMember (company) — Related party member
• TalBeijingMember (company) — Related party member
• ShenzhenXingtongTechnologyCo.Ltd.Member (company) — Related party member
• PengxinTalMember (company) — Related party member

FAQ

Key Financial Figures

• $0.001 — ange Class A common shares, par value $0.001 per share** NYSE: TAL ** The New Yo
• $ — n shares, par value $0.001 per share; "$," "US
  quot; or "U.S. dollars" refers to the
• $1 — 0-F were made at a rate of RMB7.1977 to $1.00, the exchange rate set forth in the

Filing Documents

• tal-20240229x20f.htm (20-F) — 4321KB
• tal-20240229xex4d12.htm (EX-4.12) — 129KB
• tal-20240229xex4d13.htm (EX-4.13) — 157KB
• tal-20240229xex4d14.htm (EX-4.14) — 109KB
• tal-20240229xex4d15.htm (EX-4.15) — 67KB
• tal-20240229xex8d1.htm (EX-8.1) — 15KB
• tal-20240229xex12d1.htm (EX-12.1) — 12KB
• tal-20240229xex12d2.htm (EX-12.2) — 12KB
• tal-20240229xex13d1.htm (EX-13.1) — 5KB
• tal-20240229xex13d2.htm (EX-13.2) — 6KB
• tal-20240229xex15d1.htm (EX-15.1) — 6KB
• tal-20240229xex15d2.htm (EX-15.2) — 3KB
• tal-20240229xex15d3.htm (EX-15.3) — 5KB
• tal-20240229xex97d1.htm (EX-97.1) — 27KB
• tal-20240229x20f003.jpg (GRAPHIC) — 102KB
• tal-20240229x20f007.jpg (GRAPHIC) — 98KB
• tal-20240229xex15d1001.jpg (GRAPHIC) — 7KB
• 0001104659-24-067123.txt ( ) — 15422KB
• tal-20240229.xsd (EX-101.SCH) — 83KB
• tal-20240229_def.xml (EX-101.DEF) — 329KB
• tal-20240229_lab.xml (EX-101.LAB) — 646KB
• tal-20240229_cal.xml (EX-101.CAL) — 96KB
• tal-20240229_pre.xml (EX-101.PRE) — 555KB
• tal-20240229x20f_htm.xml (XML) — 2461KB

Item 18

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

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 66 Item 4A Unresolved Staff Comments 99 Item 5. Operating and Financial Review and Prospects 99 Item 6. Directors, Senior Management and Employees 114 Item 7. Major Shareholders and Related Party Transactions 123 Item 8. Financial Information 124 Item 9. The Offer and Listing 126 Item 10. Additional Information 127 Item 11.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 137 Item 12.

Description of Securities Other than Equity Securities

Description of Securities Other than Equity Securities 137 PART II 139 Item 13. Defaults, Dividend Arrearages and Delinquencies 139 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 139 Item 15.

Controls and Procedures

Controls and Procedures 139 Item 16. [Reserved] 141 Item 16A Audit Committee Financial Expert 141 Item 16B Code of Ethics 141 Item 16C Principal Accountant Fees and Services 141 Item 16D Exemptions from the Listing Standards for Audit Committees 141 Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers 142 Item 16F Change in Registrant's Certifying Accountant 142 Item 16G Corporate Governance 142 Item 16H Mine Safety Disclosure 142 Item 16I Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 142 Item 16J Insider Trading Policies 142 Item 16K Cybersecurity 143 PART III 145 Item 17.

Financial Statements

Financial Statements 145 Item 18.

Financial Statements

Financial Statements 145 Item 19. Exhibits 145 Table of Contents INTRODUCTION In this annual report, except where the context otherwise requires, unless otherwise indicated and for purposes of this annual report only: "ADSs" refers to our American depositary shares, each three of which represent one Class A common share; "AI" refers to artificial intelligence; "China" or "PRC" refers to the People's Republic of China, and only in the context of describing PRC laws, regulations and other legal or tax matters in this annual report, excludes Taiwan, Hong Kong and Macau; "Hong Kong" refers to the Hong Kong Special Administrative Region of the PRC; "K-12" refers to the year before the first grade through the last year of high school; "K-9 Academic AST Services" refers to after-school tutoring services on academic subjects offered to students from kindergarten through grade nine; "RMB" or "Renminbi" refers to the lawful currency of China; "shares" or "common shares" refers to our Class A and Class B common shares, par value $0.001 per share; "$," "US

FORWARD-LOOKING STATEMENTS

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: PRC laws, regulations and policies relating to the learning solutions industry; our anticipated growth strategies; competition in the markets where we offer learning products and services; 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 learner enrollments and expand solution and product offerings; and risks associated with the expansion of our geographic reach and our offering of new learning products and 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 w

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers Not applicable.

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable Not applicable.

Key Information

Item 3. Key Information Our Holding Company Structure and VIE Contractual Arrangements TAL Education Group is not a PRC operating company but a Cayman Islands holding company. We primarily conduct our operations in China through (i) our PRC subsidiaries, and (ii) the VIEs with which we have maintained contractual arrangements, and VIE Subsidiaries. The PRC laws and regulations impose foreign investment restrictions and license requirements on certain learning business and value-added telecommunication services. Therefore, we operate a substantial majority of such business in China through the VIEs and VIE Subsidiaries and rely on contractual arrangements among our PRC subsidiaries, the VIEs and their nominee equity holders, and VIE Subsidiaries, or VIE Contractual Arrangements, to control the business operations of the VIEs and VIE Subsidiaries. Accordingly, we are considered the primary beneficiary of these entities, whose financial results are consolidated in TAL Education Group's consolidated financial statements under the U.S. GAAP for accounting purposes. Net revenues contributed by the VIEs and VIE Subsidiaries accounted for 95.5%, 84.9% and 82.6% of our net revenues in the fiscal years ended February 28, 2022, 2023 and February 29, 2024, respectively. As used in this annual report, "we," "us," "our company," and "our" refers to TAL Education Group, a Cayman Islands company, its subsidiaries, and, in the context of describing our operations and consolidated financial information, the VIEs and VIE Subsidiaries. As of the date of this annual report, all of the VIEs and VIE Subsidiaries are domestic companies incorporated in the PRC in which we do not have any equity ownership but whose financial results have been consolidated into our consolidated financial statements based solely on the VIE Contractual Arrangements in accordance with U.S. GAAP. Investors of our ADSs are not purchasing the equity interest in the VIEs or VIE Subsidiaries in China, but instead a

View Full Filing

View this 20-F filing on SEC EDGAR