Securities Registration: Employee Benefit Plan (s-8)
October 16 2020 - 4:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on October 16, 2020
Registration No.
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
TAL Education Group
(Exact name of registrant as specified
in its charter)
Cayman Islands
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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15/F, Danling SOHO
6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China
+86-10-5292-6658
(Address of Principal Executive Offices
and Zip Code)
2010 Share Incentive Plan
2020 Share
Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging growth company ¨
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If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ¨
Copies to:
Rong Luo
Chief Financial Officer
TAL Education Group
15/F, Danling SOHO
6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China
+86-10-5292-6658
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Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher &
Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark,
15 Queen’s Road Central
Hong Kong
(852) 3740-4700
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Calculation
of Registration Fee
Title of Securities to be
Registered(1)
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Amount to be
Registered(2)
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Proposed Maximum
Aggregate Offering
Price per Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of Registration
Fee
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Class A Common Shares, par value $0.001 per share
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1,402,871
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(3)
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$
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27.70
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(3)
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$
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38,859,526.70
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$
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4,239.57
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Class A Common Shares, par value $0.001 per share
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12,461,126
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(4)
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$
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45.25
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(4)
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$
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563,865,951.50
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$
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61,517.78
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Class A Common Shares, par value $0.001 per share
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10,005,453
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(5)
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$
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237.89
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(5)
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$
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2,380,147,186.91
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$
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259,674.06
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Total
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23,869,450
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—
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$
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2,982,872,665.11
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$
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325,431.41
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(1)
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These shares may be represented by the Registrant’s American Depositary Shares, or ADSs, three of which represents one
Class A common shares. The Registrant’s ADSs issuable upon deposit of the Class A common shares registered hereby
have been registered under a separate registration statement on Form F-6 (333-219521).
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(2)
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Represents Class A common shares issuable upon vesting or exercise of awards granted under the 2010 Share Incentive Plan,
as amended (the “2010 Plan”) and Class A common shares reserved for future awards under the 2020 Share Incentive
Plan (the “2020 Plan”, and together with the 2010 Plan, the “Plans”). The 2010 Plan has ceased to be used
for grants of future awards upon the effectiveness of the 2020 Plan. Pursuant to Rule 416(a) under the Securities Act
of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional
shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided
in the Plans. Any Class A common shares covered by an award granted under the Plans (or portion of an award) that terminates,
expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number
of Class A common shares that may be issued under the Plans.
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(3)
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Represents Class A common shares underlying options that have been automatically added to the award pool under the 2010
Plan pursuant to an “evergreen” provision contained therein. The “evergreen” provision provides that the
award pool shall be increased automatically if and whenever the unissued shares reserved in the award pool accounts for less than
one percent (1%) of the total then issued and outstanding shares, as a result of which increase the shares unissued and reserved
in the award pool immediately after each such increase shall equal to five percent (5%) of the then issued and outstanding shares.
Previously, an aggregate of 18,750,000 Class A common shares of the Registrant were registered for issuance under the 2010
Plan pursuant to the Registrant’s registration statements on Form S-8 (File No. 333-172178) filed on February 11,
2011 (the “Original S-8 Registration Statement”). In accordance with General Instruction E to Form S-8,
the contents of the Original S-8 Registration Statement are incorporated herein by reference, except as otherwise set forth herein.
The corresponding proposed maximum offering price per share represents weighted average exercise price of these options, which
is estimated solely for the purposes of calculating the registration fee under Rule 457(h) under the Securities Act.
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(4)
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Represents Class A common shares underlying restricted shares that have been automatically added to the award pool under
the 2010 Plan pursuant to the aforementioned “evergreen” provision contained in the 2010 Plan. The corresponding proposed
maximum offering price per share represents weighted average grant price of these restricted shares, which is estimated solely
for the purposes of calculating the registration fee under Rule 457(h) under the Securities Act.
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(5)
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Represents Class A common shares reserved for future awards under the 2020 Plan. In accordance with Rule 457(h),
the maximum offering price per share has been calculated pursuant to Rule 457(c) based on the average of the high and
low prices for the Registrant’s ADSs listed on the New York Stock Exchange on October 9, 2020. Offering prices are estimated
solely for the purpose of calculating the registration fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1.
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Plan Information*
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Item 2.
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Registrant Information and Employee Plan Annual Information*
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* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities
Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately
provided to the participants covered by the Plans, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Item 3.
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Incorporation of Documents by Reference
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The following documents previously filed
by TAL Education Group (the “Registrant”) with the Securities and Exchange Commission (the “Commission”)
are incorporated by reference herein:
All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of
such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement
will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other
later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration
statement.
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Item 4.
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Description of Securities
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers
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Cayman Islands law does not limit the extent
to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent
any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. The Registrant’s fourth amended and restated articles of association,
adopted by its shareholders on September 29, 2010, provides that the Registrant shall indemnify its directors and officers
against actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred by such persons in their capacity
as such, except through their own dishonesty, willful default or fraud.
Pursuant to the indemnification agreement,
the form of which was filed as Exhibit 10.5 to the Registrant’s registration statement on Form F-1, as amended
(File No. 333-169650), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses
incurred by such persons in connection with claims arising from their services as directors or officers of the Registrant.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors
and officers liability insurance policy for its directors and officers.
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Item 7.
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Exemption from Registration Claimed
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Not applicable.
See the Index to Exhibits attached hereto.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in this registration statement; and
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to that information in the registration statement;
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provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
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EXHIBIT INDEX
Exhibit Number
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Description
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4.1
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Fourth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference
to Exhibit 3.2 to the Registrant's registration statement on the Form F-1/A, filed with the Commission on October 6,
2010 (File No. 333-169650))
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4.2
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Form of Class A Common Share Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant's
registration statement on Form F-1, filed with the Commission on September 29, 2010 (File No. 333-169650))
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4.3
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Amended and Restate Deposit Agreement among the Registrant, the depositary and holders of the American Depositary Receipts
(incorporated by reference to Exhibit A to the Registrant’s registration statement on Form F-6 (file No. 333-219521)
filed with the Securities and Exchange Commission on July 28, 2017)
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4.4
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Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.3)
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5.1*
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Opinion of Maples and Calder, Cayman Islands counsel to the Registrant, regarding the legality of the Class A common
shares being registered
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10.1*
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2010 Share Incentive Plan, as amended
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10.2
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2020 Share Incentive Plan (incorporated herein by reference to Exhibit 4.37 to the Form 20-F filed on June 30,
2020 (File No. 001-34900))
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23.1*
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Consent of Deloitte Touche Tohmatsu CPA Ltd.
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23.2*
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Consent of Maples and Calder (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included on signature page hereto)
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Beijing, China, on October 16, 2020.
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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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Director and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints, severally and not jointly, each of Bangxin Zhang and Rong Luo,
with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities on October 16,
2020.
Signature
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Title
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/s/ Yunfeng
Bai
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Chairman and President
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Yunfeng Bai
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/s/ Bangxin
Zhang
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Director and Chief Executive Officer
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Bangxin Zhang
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(Principal Executive Officer)
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/s/ Yachao
Liu
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Chief Operating Officer
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Yachao Liu
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/s/ Jane
Jie Sun
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Director
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Jane Jie Sun
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/s/ Kaifu
Zhang
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Director
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Kaifu Zhang
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/s/ Weiru
Chen
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Director
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Weiru Chen
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/s/ Rong
Luo
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Chief Financial Officer
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Rong Luo
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(Principal Financial and Accounting Officer)
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to 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 or amendment thereto in New York on October 16, 2020.
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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: Colleen A. De Vries, On behalf of
Cogency Global Inc.
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Title: Senior Vice President
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