-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HbQr2yVZJqvf73Bwx5TLfj0Y0Dd165u3+upjz6Uw84R2aT8JwwFf4x3lyUUpXeZM n9r4v174ajFwAWUExwflGw== 0001341004-11-000504.txt : 20110214 0001341004-11-000504.hdr.sgml : 20110214 20110214112406 ACCESSION NUMBER: 0001341004-11-000504 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: CENTRAL GLORY INVESTMENTS LIMITED GROUP MEMBERS: YUNDONG CAO 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-85729 FILM NUMBER: 11603347 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: Central Glory Investments Ltd CENTRAL INDEX KEY: 0001512896 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 18/F, HESHENG BUILDING STREET 2: 32 ZHONGGUANCUN AVENUE, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100080 BUSINESS PHONE: 86-10-52926669 MAIL ADDRESS: STREET 1: 18/F, HESHENG BUILDING STREET 2: 32 ZHONGGUANCUN AVENUE, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100080 SC 13G 1 sc13g.htm FORM SC13G sc13g.htm
 

 
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
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. ) *
 
 
       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, 2010

(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)
 
 
¨
 
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).
 

 
 
 
 

 
 

 

CUSIP No. G8663P 108
13G
Page 2 of 8 Pages

 
1
 
 
Name Of Reporting Person
 
Central Glory Investments Limited
 
 
2
 
 
Check the Appropriate Box if a Member of a Group
 
 
(a)
 
 
¨
 
 
(b)
 
 
x
 
 
3
 
 
SEC Use Only
 
 
4
 
 
Citizenship or Place of Organization
 
British Virgin Islands
 
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person With
 
 
5
 
 
Sole Voting Power
 
14,550,000 (1) common shares (represented by 14,550,000 Class B common shares, which may be converted into 14,550,000 Class A common shares within 60 days of the filing date).  Yundong Cao may also be deemed to have sole voting power with respect to the above shares.
 
 
6
 
 
Shared Voting Power
 
0
 
 
7
 
 
Sole Dispositive Power
 
14,550,000 (1) common shares (represented by 14,550,000 Class B common shares, which may be converted into 14,550,000 Class A common shares within 60 days of the filing date).  Yundong Cao may also be deemed to have sole dispositive power with respect to the above shares.
 
 
8
 
 
Shared Dispositive Power
 
0
 
 
9
 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
14,550,000 (1) common shares
 
 
10
 
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
¨
 


 
 

 


CUSIP No. G8663P 108
13G
Page 3 of 8 Pages

 
11
 
 
Percent of Class Represented by Amount in Row 9
 
37.7%(1)(2)
 
 
12
 
 
Type of Reporting Person
 
CO
 


(1)
Each Class B common share is convertible at the option of the holder into one Class A common share. 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.
(2)
Assumes conversion of all such reporting person's Class B common shares into Class A common shares.



 
 

 

CUSIP No. G8663P 108
13G
Page 4 of 8 Pages


 
1
 
 
Name of Reporting Person
 
Yundong Cao
 
 
2
 
 
Check the Appropriate Box if a Member of a Group
 
(a)
 
¨
 
 
(b)
 
 
x
 
 
3
 
 
SEC Use Only
 
 
4
 
 
Citizenship or Place of Organization
 
The People's Republic of China
 
 
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person With
 
 
5
 
 
Sole Voting Power
 
14,550,000(3) common shares (represented by 14,550,000 Class B common shares, which may be converted into 14,550,000 Class A common shares within 60 days of the filing date). Central Glory Investments Limited may also be deemed to have sole voting power with respect to 14,550,000 Class B common shares.
 
 
6
 
 
Shared Voting Power
 
5,750,000 (4)
 
 
7
 
 
Sole Dispositive Power
 
14,550,000 (3) common shares  (represented by 14,550,000 Class B common shares, which may be converted into 14,550,000 Class A common shares within 60 days of the filing date). Central Glory Investments Limited may also be deemed to have sole dispositive power with respect to 14,550,000 Class B common shares.
 
 
8
 
 
Shared Dispositive Power
 
5,750,000 (4)
 
 
9
 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
20,300,000 (5) common shares
 
 
(3)
Each Class B common share is convertible at the option of the holder into one Class A common share. 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.
(4)
Consisting of  5,750,000 Class B common shares held by Passion Prance Limited, a British Virgin Islands company, to which Yundong Cao's spouse is the sole shareholder and the sole director. Mr. Cao disclaims beneficial ownership of the shares held by Passion Prance Limited.
(5)
Consisting of  (i) 14,550,000 Class B common shares held by Central Glory Investments Limited, a British Virgin Islands company and (ii) 5,750,000 Class B common shares held by Passion Prance Limited, a British Virgin Islands company, to which Yundong Cao's spouse is the sole shareholder and the sole director. Mr. Cao disclaims beneficial ownership of the shares held by Passion Prance Limited.
(6)
Assumes conversion of all such reporting person's Class B common shares into Class A common shares.
 
 
 

 


CUSIP No. G8663P 108
13G
Page 5 of 8 Pages


 
10
 
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
¨
 
 
11
 
 
Percent Of Class Represented By Amount In Row 9
45.8%(5)(6)
 
 
12
 
 
Type of Reporting Person
 
IN
 

 
 

 


CUSIP No. G8663P 108
13G
Page 6 of 8 Pages


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
 
The People's Republic of China
   
Item 2(a).
Name of Person Filing:
 
 
Central Glory Investments Limited
 
Yundong Cao
   
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
Central Glory Investments Limited
 
c/o Yundong Cao
 
18/F, Hesheng Building
 
32 Zhongguancun Avenue, Haidian District
 
Beijing 100080
 
The People's Republic of China
   
 
Yundong Cao
 
18/F, Hesheng Building
 
32 Zhongguancun Avenue, Haidian District
 
Beijing 100080
 
The People's Republic of China
   
Item 2(c)
Citizenship:
   
 
Yundong Cao – The People's Republic of China
 
Central Glory Investments Limited – British Virgin Islands
   
Item 2(d).
Title of Class of Securities:
 
 
Class A common shares
   
Item 2(e).
CUSIP Number:
   
 
 G8663P 108

 
 

 


CUSIP No. G8663P 108
13G
Page 7 of 8 Pages

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, 2010:

 
 
 
 
 
Reporting Person
 
 
Amount
beneficially
owned:
 
 
 
Percent
of class:
Sole
power to
vote or
direct
the vote:
Shared
power to
 vote or
to direct
the vote:
 
Sole power to
dispose or to
direct the
disposition of:
Shared
power to
dispose or to
direct the
disposition of:
 
Central Glory Investments Limited
 
14,550,000
 
37.7%
 
14,550,000
0
 
14,550,000
0
 
 
Yundong Cao
 
20,300,000
 
 45.8%
 
20,300,000
0
 
20,300,000
0
 

 
 
Central Glory Investments Limited, a British Virgin Islands company, is the record owner of 14,550,000 Class B common shares, which may be converted into 14,550,000 Class A common shares within 60 days of the filing date. 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.
 
 
Yundong Cao, a citizen of the People's Republic of China, is the beneficial owner of 20,300,000 Class B common shares, which may be converted into 20,300,000 Class A common shares within 60 days of the filing date.  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 14,550,000 shares beneficially owned by Yundong Cao.
 
 
Yundong Cao's spouse is the beneficial owner of 5,750,000 Class B common shares, which may be converted into 5,750,000 Class A common shares within 60 days of the filing date.  Yundong Cao may also be deemed to share beneficial ownership of the shares held by his spouse by virtue of the family relationship. Yundong Cao expressly disclaims such beneficial ownership of the shares beneficially owned by his spouse.
 

 
 

 


CUSIP No. G8663P 108
13G
Page 8 of 8 Pages


Item 5.
Ownership of Five Percent or Less of a Class:
   
 
Not applicable
   
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 Controlling 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.
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:   February 14, 2011




Central Glory Investments Limited
By:
/s/ Yundong Cao
 
Name:
Yundong Cao
 
Title:
Director
     
     
Yundong Cao
/s/ Yundong Cao
 
Yundong Cao
   


 
 

 

LIST OF EXHIBITS
 
 
Exhibit No.
 
Description
 
A
 
Joint Filing Agreement
 
 
 
 
 
 
 

EX-99.1 2 ex-a.htm EXHIBIT ex-a.htm
Exhibit A
 
Joint Filing Agreement
 
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common shares, with US$ 0.001 per share, of TAL Education Group, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 

[Remainder of this page has been left intentionally blank.]
 
 
 
 
 

 

Signature Page
 
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2011.
 

 
Central Glory Investments Limited
By:
 /s/ Yundong Cao
 
Name:
Yundong Cao
 
Title:
Director
     
     
Yundong Cao
/s/ Yundong Cao
 
Yundong Cao
   


 
 
 
 
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