| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
Information to Be Included in Statements Filed Pursuant to Rules 13d-1 (b), (c) and (d) and
Amendments Thereto Filed Pursuant To 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
TAL Education Group
(Name of Issuer)
Class A Common Shares, US$0.001 par value per share
(Title of Class of Securities)
G8663P 108
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
o | Rule 13d-1(c) |
x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (b) | x | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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Number of | 5 | Sole Voting Power | |||
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6 | Shared Voting Power | ||||
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7 | Sole Dispositive Power | ||||
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8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row 9 | |||
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| 12 | Type of Reporting Person | |||
(1) Represents 7,743,588 Class A common shares, represented by 3,871,794 American depositary shares, held by Central Glory Investments Limited, a British Virgin Islands company. Yundong Cao is the sole shareholder and the sole director of Central Glory Investments Limited.
(2) Based on 87,200,318 Class A common shares and 71,456,000 Class B common shares outstanding as of December 31, 2014. Each Class B common share is convertible at the option of the holder into one Class A common share, whereas Class A common shares are not convertible into Class B common shares under any circumstances. The rights of the holders of Class A common shares and Class B common shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B common share is entitled to ten votes per share, whereas each Class A common share is entitled to one vote per share.
| 1 | Name of Reporting Person | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (b) | x | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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Number of | 5 | Sole Voting Power | |||
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6 | Shared Voting Power | ||||
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7 | Sole Dispositive Power | ||||
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8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row 9 | |||
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| 12 | Type of Reporting Person | |||
(3) Represents 7,743,588 Class A common shares, represented by 3,871,794 American depositary shares, held by Central Glory Investments Limited, a British Virgin Islands company. Yundong Cao is the sole shareholder and the sole director of Central Glory Investments Limited.
(4) Based on 87,200,318 Class A common shares and 71,456,000 Class B common shares outstanding as of December 31, 2014. Each Class B common share is convertible at the option of the holder into one Class A common share, whereas Class A common shares are not convertible into Class B common shares under any circumstances. The rights of the holders of Class A common shares and Class B common shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B common share is entitled to ten votes per share, whereas each Class A common share is entitled to one vote per share.
Item 1(a). |
| Name of Issuer: |
Item 1(b). |
| Address of Issuer’s Principal Executive Offices: No. 6 Danling Street, Haidian District Beijing 100080 People’s Republic of China |
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Item 2(a). |
| Name of Person Filing: Yundong Cao |
Item 2(b). |
| Address of Principal Business Office or, if none, Residence: c/o Yundong Cao 12/F, Danling SOHO No. 6 Danling Street, Haidian District Beijing 100080 People’s Republic of China
Yundong Cao 12/F, Danling SOHO No. 6 Danling Street, Haidian District Beijing 100080 People’s Republic of China |
Item 2(c) |
| Citizenship: Yundong Cao — The People’s Republic of China |
Item 2(d). |
| Title of Class of Securities: |
Item 2(e). |
| CUSIP Number: |
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Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: | |
| Not applicable |
Item 4. | Ownership: |
| The following information with respect to the ownership of the Common shares of the issuer by each of the reporting persons is provided as of December 31, 2014: |
Reporting Person |
| Amount |
| Percent of |
| Percent of |
| Sole power to |
| Shared power |
| Sole power to |
| Shared power |
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Central Glory Investments Limited |
| 7,743,588 | (1) | 8.9 | %(3) | 4.9 | %(4) | 7,743,588 | (1) | 0 |
| 7,743,588 | (1) | 0 |
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Yundong Cao |
| 7,743,588 | (2) | 8.9 | %(3) | 4.9 | %(4) | 7,743,588 | (2) | 0 |
| 7,743,588 | (2) | 0 |
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Notes:
(1) Central Glory Investments Limited, a British Virgin Islands company, is the record owner of 7,743,588 Class A common shares, represented by 3,871,794 American depositary shares. Yundong Cao is the sole owner and director of Central Glory Investments Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Yundong Cao may also be deemed to beneficially own all of the shares held by Central Glory Investments Limited.
(2) Yundong Cao, a citizen of the People’s Republic of China, is the beneficial owner of 7,743,588 Class A common shares, represented by 3,871,794 American depositary shares, held by Central Glory Investments Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Central Glory Investments Limited may also be deemed to have sole voting power with respect to all of the shares beneficially owned by Yundong Cao.
(3) To derive this percentage, (x) the numerator is 7,743,588, being 7,743,588 Class A common shares held or beneficially owned by the reporting person, and (y) the denominator is 87,200,318, being the number of the total Class A common shares of TAL Education Group outstanding as of December 31, 2014.
(4) To derive this percentage, (x) the numerator is 7,743,588, being 7,743,588 Class A common shares held or beneficially owned by the reporting person, and (y) the denominator is the sum of (i) 87,200,318, being the number of the total Class A common shares of TAL Education Group outstanding as of December 31, 2014, and (ii) 71,456,000, being the number of the total Class B common shares of TAL Education Group outstanding as of December 31, 2014.
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Item 5. | Ownership of Five Percent or Less of a Class: |
| Not applicable |
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| Not applicable |
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person: |
| Not applicable |
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Item 8. | Identification and Classification of Members of the Group: |
| Not applicable |
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Item 9. | Notice of Dissolution of Group: |
| Not applicable |
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Item 10. | Certifications: |
| Not applicable |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 11, 2015 |
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Central Glory Investments Limited | By: | /s/ Yundong Cao |
| Name: | Yundong Cao |
| Title: | Director |
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Yundong Cao | /s/ Yundong Cao | |
| Yundong Cao |
LIST OF EXHIBITS
Exhibit No. |
| Description |
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99.1 |
| Joint Filing Agreement |