0001008886-12-000025.txt : 20120214 0001008886-12-000025.hdr.sgml : 20120214 20120214163127 ACCESSION NUMBER: 0001008886-12-000025 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAL Education Group CENTRAL INDEX KEY: 0001499620 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85729 FILM NUMBER: 12610451 BUSINESS ADDRESS: STREET 1: 18/F, Hesheng Bldg, STREET 2: 32 Zhongguancun Ave, Haidian District CITY: Beijing STATE: F4 ZIP: 100080 BUSINESS PHONE: 86 (10) 5292-6692 MAIL ADDRESS: STREET 1: 18/F, Hesheng Bldg, STREET 2: 32 Zhongguancun Ave, Haidian District CITY: Beijing STATE: F4 ZIP: 100080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hillhouse Capital Management, Ltd. CENTRAL INDEX KEY: 0001510589 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1210 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WALKERS CORP. SVC. LTD., PO BOX 908 GT STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 345-949-0100 MAIL ADDRESS: STREET 1: WALKERS CORP. SVC. LTD., PO BOX 908 GT STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9005 SC 13G/A 1 schedule13ga.htm SCHEDULE 13G/A (HILLHOUSE CAPITAL MANAGEMENT, LTD.) schedule13ga.htm  



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TAL Education Group
(Name of Issuer)

American Depository Shares
(Title of Class of Securities)

874080104
(CUSIP Number)

December 31, 2011
(Date of Event Which Requires Filing of This Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]
Rule 13d-1(b)
   
[X]
Rule 13d-1(c)
   
[   ]
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 the disclosures provided in a prior cover page.

The information required in 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).


 
 

 

CUSIP No. 874080104

1)
NAMES OF REPORTING PERSONS:
   
 
Hillhouse Capital Management, Ltd.
   
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
(a)   [   ]
 
(b)   [   ]
   
3)
SEC USE ONLY
   
4)
CITIZENSHIP OR PLACE OF ORGANIZATION:  Cayman Islands
   
Number of shares beneficially owned by each reporting person with:

5)
SOLE VOTING POWER
510,057
     
6)
SHARED VOTING POWER
0
     
7)
SOLE DISPOSITIVE POWER
510,057
     
8)
SHARED DISPOSITIVE POWER
0

9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:  
510,057
     
10)
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
 [  ]
     
11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):   
 2.5% (see Item 4)
     
12)
TYPE OF REPORTING PERSON:  
 OO
     


 
 

 


Item 1(a).
Name of Issuer:
   
 
TAL Education Group
   
Item 1(b).
Address of Issuer's Principal Executive Offices:
   
 
18/F, Hesheng Building, 32 Zhongguancun Avenue, Haidian District
 
Beijing 100080
 
People's Republic of China
   
Item 2(a).
Name of Person Filing:
   
 
Hillhouse Capital Management, Ltd.
   
Item 2(b).
Address or Principal Business Office:
   
 
Walkers Corporate Services Limited
 
Walker House, 87 Mary Street
 
George Town
 
Grand Cayman
 
Cayman Islands, KY1-9005
   
Item 2(c).
Citizenship:
   
 
Cayman Islands
   
Item 2(d).
Title of Class of Securities:
   
 
American Depository Shares, par value $0.001 per share
 
(Each ADS represents two (2) Class A Common Shares)
   
Item 2(e).
CUSIP Number:
   
 
874080104
   
Item 3.
Not Applicable
   
Item 4.
Ownership:

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

 
(a) Amount beneficially owned: 510,057
   
 
(b) Percent of class: 2.5%(1)
   
 
(c) Number of shares as to which the person has:

 
i. Sole power to vote or to direct the vote: 510,057
   
 
ii. Shared power to vote or to direct the vote: 0
   
 
iii. Sole power to dispose or to direct the disposition of: 510,057
   
 
iv. Shared power to dispose or to direct the disposition of: 0

 
(1)The reporting person identified in Item 2(a) above holds American Depository Shares, each representing two (2) Class A Common Shares.  The percentages used herein are calculated based on 40,152,000 shares of Class A Common Stock issued and outstanding as of November 30, 2011.

   
Item 5.
Ownership of Five Percent or Less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ X ]
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
Not Applicable
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
   
 
Not Applicable
   
Item 8.
Identification and Classification of Members of the Group:
   
 
Not Applicable
   
Item 9.
Notice of Dissolution of Group:
   
 
Not Applicable
   
Item 10.
Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 

 

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: February 14, 2012


HILLHOUSE CAPITAL MANAGEMENT, LTD.



By:
/s/ Cuifang Ma
 
Cuifang (Tracy) Ma, Managing Director