Securities Registration (ads, Immediate) (f-6ef)
October 15 2021 - 3:08PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on October 15, 2021
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
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TAL Education Group
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer's name into English)
The Cayman Islands
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its
charter)
383 Madison Avenue, Floor 11, New York, New
York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
____________________
Cogency Global Inc.,
122 East 42nd Street, 18th Floor,
New York, New York 10168
(212) 947-7200
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-7600
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It is proposed that this filing become effective
under Rule 466
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☒
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immediately
upon filing
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☐
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on (Date) at (Time)
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If a separate registration statement has
been filed to register the deposited shares, check the following box. ☐
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
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Amount
to be registered
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Proposed maximum aggregate price per unit (1)
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Proposed maximum
aggregate offering price (2)
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Amount of
registration fee
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American Depositary Shares evidenced by American Depositary Receipts each American Depositary Share representing one third (1/3) class A common shares of TAL Education Group
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200,000,000
American Depositary Shares
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$0.05
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$10,000,000
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$927.00
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(1)
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Each unit represents one American Depositary Share.
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(2)
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Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection
with the issuance of American Depositary Receipts evidencing American Depositary Shares.
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Pursuant
to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under Form F-6 Registration Statement
Nos. 333-219521 and 333-196082. This Registration Statement constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-219521
and Post-Effective Amendment No. 2 to Registration Statement No. 333-196082.
PART I
INFORMATION
REQUIRED IN PROSPECTUS
The
Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”)
included as Exhibit A to the form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement
on Form F-6, which is incorporated herein by reference.
CROSS
REFERENCE SHEET
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item
Number and Caption
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Location in Form of American
Depositary
Receipt Filed Herewith
as Prospectus
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(1)
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Name
and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title
of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount
of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure
for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection
and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission
of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale
or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit
or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment,
extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation
upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Item
2. AVAILABLE INFORMATION
Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(a)
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Statement that TAL Education Group is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended,
and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders
of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington,
D.C.
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Paragraph (8)
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PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 3.
EXHIBITS
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(a)
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Form of Deposit Agreement. Form
of Second Amended and Restated Deposit Agreement dated as of _______ , 2021 among TAL Education
Group, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time
of ADRs issued thereunder (the “Deposit Agreement”), including the form of American Depositary Receipt attached as Exhibit
A thereto. Filed herewith as Exhibit (a).
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(b)
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Any other agreement to which the Depositary
is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities
represented thereby. Not Applicable.
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(c)
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Every material contract relating to the
deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.
Not Applicable.
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(d)
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Opinion of Ziegler, Ziegler & Associates
LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
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(e)
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Certification under Rule 466. Filed
herewith as Exhibit (e).
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Item
4. UNDERTAKINGS
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(a)
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The Depositary hereby undertakes to make available
at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports
and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder
of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amounts of fees charged are not disclosed
in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service
for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes
to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
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SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the
Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and
has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The
City of New York, State of New York, on October 15, 2021.
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Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Lisa M. Hayes
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Name:
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Lisa M. Hayes
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Title:
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Vice
President
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, TAL Education Group certifies that it has reasonable grounds to believe that all the
requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by
the undersigned, thereunto duly authorized, on October 15, 2021.
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TAL Education Group
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By:
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/s/ Bangxin Zhang
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Name:
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Bangxin Zhang
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Title:
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Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Bangxin Zhang and Julius Luo, and each of them, his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and
any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities Act,
this Registration Statement on Form F-6 has been signed by the following persons October 15, 2021, in the capacities indicated.
SIGNATURES
Signatures
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Capacity
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/s/Bangxin Zhang
Bangxin Zhang
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Chief Executive Officer, Director
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/s/Yunfeng Bai
Yunfeng Bai
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Chairman of the Board of Directors and President
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/s/Jane Jie Sun
Jane Jie Sun
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Independent Director
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/s/Weiru Chen
Weiru Chen
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Independent Director
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/s/Kaifu Zhang
Kaifu Zhang
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Independent Director
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/s/Julius Luo
Julius Luo
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Chief Financial Officer
(principal financial and accounting officer)
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Under the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of TAL Education Group has signed this Registration Statement
on Form F-6 on October 15, 2021.
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Authorized
U.S. Representative
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice-President on behalf of Cogency Global Inc.
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INDEX
TO EXHIBITS
Exhibit
Number
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(a)
(d)
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Form of Second Amended and Restated
Deposit Agreement
Opinion of Counsel to the Depositary
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(e)
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Rule 466 Certification.
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