Amended Statement of Ownership (sc 13g/a)
February 10 2021 - 06:23AM
Edgar (US Regulatory)
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. 7) *
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, 2020
(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).
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1 |
Name of Reporting Person
Perfect Wisdom International Limited |
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2 |
Check the Appropriate Box if a Member of a
Group |
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(a) ¨ |
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(b) ¨ |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of
Organization
British Virgin Islands |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
5,875,000(1) Class A common shares (represented by the
same number of Class B common shares). Yachao Liu may also be
deemed to have sole voting power with respect to the above
shares. |
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6 |
Shared Voting Power
0 |
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7 |
Sole Dispositive Power
5,875,000(1) Class A common shares (represented by the
same number of Class B common shares). Yachao Liu may also be
deemed to have sole dispositive power with respect to the above
shares. |
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8 |
Shared Dispositive Power
0 |
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9 |
Aggregate Amount Beneficially Owned
by Each Reporting Person
5,875,000(1) Class A common shares |
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10 |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ¨ |
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11 |
Percent of Class Represented by
Amount in Row 9
3.9% of the Class A common shares(1)(2) (or 2.8% of
the total common shares assuming conversion of all outstanding
Class B common shares into the same number of Class A common
shares.) |
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12 |
Type of Reporting Person
CO |
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(1) |
Represents 5,875,000 Class B common
shares held by Perfect Wisdom International Limited, a British
Virgin Islands company, that are convertible into 5,875,000 Class A
common shares. 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. |
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(2) |
Based on 144,526,157 Class A common
shares outstanding as of December 31, 2020 and assuming all Class B
common shares held by such reporting person are converted into the
same number of Class A common shares. |
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1 |
Name of Reporting Person
COMPLETE HONOUR GLOBAL LIMITED |
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2 |
Check the Appropriate Box if a Member of a
Group |
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(a) ¨ |
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(b) ¨ |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of
Organization
British Virgin Islands |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
2,937,500 (3) Class A common shares (represented by
2,275,500 Class B common shares and 662,000 Class A common shares).
Yachao Liu may also be deemed to have sole voting power with
respect to the above shares. |
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6 |
Shared Voting Power
0 |
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7 |
Sole Dispositive Power
2,937,500 (3) Class A common shares (represented by
2,275,500 Class B common shares and 662,000 Class A common shares).
Yachao Liu may also be deemed to have sole dispositive power with
respect to the above shares. |
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8 |
Shared Dispositive Power
0 |
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9 |
Aggregate Amount Beneficially Owned
by Each Reporting Person
2,937,500(4) Class A common shares |
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10 |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ¨ |
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11 |
Percent of Class Represented by
Amount in Row 9
2.0% of the Class A common shares(3)(4) (or 1.1% of
the total common shares assuming conversion of all outstanding
Class B common shares into the same number of Class A common
shares.) |
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12 |
Type of Reporting Person
CO |
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(3) |
Represents (i) 2,275,500 Class B
common shares held by COMPLETE HONOUR GLOBAL LIMITED, a British
Virgin Islands company, that are convertible into 2,275,500 Class A
common shares, and (ii) 662,000 Class A common shares held by
COMPLETE HONOUR GLOBAL LIMITED, a British Virgin Islands company.
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. |
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(4) |
Based on 144,526,157 Class A common
shares outstanding as of December 31, 2020 and assuming all Class B
common shares held by such reporting person are converted into the
same number of Class A common shares. |
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1 |
Name of Reporting Person
Yachao Liu |
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2 |
Check the Appropriate Box if a Member of a
Group |
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(a) ¨ |
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(b) ¨ |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of
Organization
The People’s Republic of China |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
8,862,773(5) Class A common shares (represented by
8,150,500 Class B common shares, 662,000 Class A common shares,
2,273 Class A common shares in the form of American depositary
shares, and 48,000 Class A common shares upon vesting of restricted
shares within 60 days after December 31, 2020). Perfect Wisdom
International Limited and COMPLETE HONOUR GLOBAL LIMITED may also
be deemed to have sole voting power with respect to (i) 5,875,000
Class B common shares and (ii) 2,275,500 Class B common shares and
662,000 Class A common shares, respectively, the Class B common
shares among which are convertible into an aggregate number of
8,150,500 Class A common shares. |
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6 |
Shared Voting Power
0 |
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7 |
Sole Dispositive Power
8,862,773(5) Class A common shares (represented by
8,150,500 Class B common shares, 662,000 Class A common shares,
2,273 Class A common shares in the form of American depositary
shares, and 48,000 Class A common shares upon vesting of restricted
shares within 60 days after December 31, 2020). Perfect Wisdom
International Limited and COMPLETE HONOUR GLOBAL LIMITED may also
be deemed to have sole dispositive power with respect to (i)
5,875,000 Class B common shares and (ii) 2,275,500 Class B common
shares and 662,000 Class A common shares, respectively, the Class B
common shares among which are convertible into an aggregate number
of 8,150,500 Class A common shares. |
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8 |
Shared Dispositive Power
0 |
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9 |
Aggregate Amount Beneficially Owned
by Each Reporting Person
8,862,773(5) Class A common shares |
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10 |
Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares ¨ |
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11 |
Percent of Class Represented by
Amount in Row 9
5.8%(5)(6) (or 4.2% of the total common shares
assuming conversion of all outstanding Class B common shares into
the same number of Class A common shares.) |
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12 |
Type of Reporting Person
IN |
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(5) |
Represents (i) 5,875,000 Class B
common shares held by Perfect Wisdom International Limited, a
British Virgin Islands company, that are convertible into 5,875,000
Class A common shares, (ii) 2,275,500 Class B common shares held by
COMPLETE HONOUR GLOBAL LIMITED, a British Virgin Islands company,
that are convertible into 2,275,500 Class A common shares, (iii)
662,000 Class A common shares held by COMPLETE HONOUR GLOBAL
LIMITED, a British Virgin Islands company, (iv) 2,273 Class A
common shares in the form of American depositary shares Yachao Liu
held as of December 31, 2020, and (v) 48,000 Class A common shares
upon vesting of restricted shares within 60 days after December 31,
2020. Yachao Liu is the sole shareholder and the sole director of
Perfect Wisdom International Limited. COMPLETE HONOUR GLOBAL
LIMITED is ultimately held by Oriental Ridge Trust, a trust
established under the laws of British Virgin Islands and managed by
TMF (Cayman) Ltd. as the trustee. Under the terms of this trust,
Yachao Liu has the power to direct the trustee with respect to the
retention or disposal of, and the exercise of any voting rights
attached to, the shares held by COMPLETE HONOUR GLOBAL LIMITED.
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. |
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(6) |
Based on 144,526,157 Class A common
shares outstanding as of December 31, 2020 and assuming all Class B
common shares held by such reporting person are converted into the
same number of Class A common shares. |
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Item 1(a). |
Name of Issuer:
TAL Education Group
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
12/F, Danling SOHO
No. 6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China
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Item 2(a). |
Name of Person Filing:
Perfect Wisdom International Limited
COMPLETE HONOUR GLOBAL LIMITED
Yachao Liu
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Item 2(b). |
Address of Principal Business Office or, if none,
Residence:
Perfect Wisdom International Limited
c/o Yachao Liu
12/F, Danling SOHO
No. 6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China
COMPLETE HONOUR GLOBAL LIMITED
c/o Yachao Liu
12/F, Danling SOHO
No. 6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China
Yachao Liu
12/F, Danling SOHO
No. 6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China
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Item 2(c) |
Citizenship:
Perfect Wisdom International Limited — British Virgin Islands
COMPLETE HONOUR GLOBAL LIMITED — British Virgin Islands
Yachao Liu — The People’s Republic of China
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Item 2(d). |
Title of Class of Securities:
Class A
common shares
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Item 2(e). |
CUSIP Number:
G8663P 108 |
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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: |
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Not applicable |
| Item
4. |
Ownership: |
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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, 2020. The
tables below are prepared based on 144,526,157 shares of Class A
common shares and 66,939,204 shares of Class B common shares
outstanding as of December 31, 2020. |
For Perfect Wisdom International Limited
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Class A
common shares |
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Class B
common shares |
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Total common
shares on the as-
converted basis |
|
Percentage of
Aggregate
Voting Power |
|
| (a) Amount beneficially owned |
|
5,875,000 |
(1) |
5,875,000 |
|
5,875,000 |
(1) |
— |
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| (b) Percent of class: |
|
3.9 |
%(1)(2) |
8.8 |
%(3) |
2.8 |
%(4) |
7.2 |
%(5) |
| (c) Number of shares as to which the person
has: |
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| (i) Sole power to vote or to direct the
vote |
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5,875,000 |
(1) |
5,875,000 |
(1) |
5,875,000 |
(1) |
— |
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| (ii) Shared power to vote or to direct the
vote |
|
0 |
|
0 |
|
0 |
|
— |
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| (iii) Sole power to dispose or to direct the
disposition of |
|
5,875,000 |
(1) |
5,875,000 |
(1) |
5,875,000 |
(1) |
— |
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| (iv) Shared power to dispose or to direct the
disposition of |
|
0 |
|
0 |
|
0 |
|
— |
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Notes:
| (1) |
Represents
5,875,000 Class B common shares held by the reporting person that
are convertible into 5,875,000 Class A common shares at any time at
the option of the reporting person. Pursuant to Rule 13d-3(d)(1),
all shares of Class B common shares (which are convertible into
shares of Class A common shares) held by the reporting person shall
be deemed to be converted for the purposes of (i) determining the
aggregate amount of shares of Class A common shares beneficially
owned by the reporting person, and (ii) calculating the percentages
of the Class A common shares owned by such person. |
| |
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| (2) |
To derive this percentage, (x)
the numerator is 5,875,000, being 5,875,000 Class A common shares
that are convertible from the same number of Class B common shares
held by the reporting person, and (y) the denominator is the sum of
(i) 144,526,157, being the numbers of the Company’s total Class A
common shares outstanding as of December 31, 2020, and (ii)
5,875,000, being the number of Class A common shares that the
reporting person has the rights to acquire upon conversion of the
same number of Class B common shares held by the reporting
person. |
| |
|
| (3) |
To derive this percentage, (x)
the numerator is 5,875,000, being the number of Class B common
shares held by the reporting person, and (y) the denominator is
66,939,204, being the number of the Company’s total Class B common
shares outstanding as of December 31, 2020. |
| |
|
| (4) |
To derive this percentage, (x)
the numerator is 5,875,000, being 5,875,000 Class A common shares
that are convertible from the same number of Class B common shares
held by the reporting person, and (y) the denominator is the sum of
(i) 144,526,157, being the numbers of the Company’s total Class A
common shares outstanding as of December 31, 2020, and (ii)
66,939,204, being the number of the Company’s total Class B common
shares outstanding as of December 31, 2020 that are convertible
into the same number of Class A common shares. |
| |
|
| (5) |
Percentage of aggregate voting
power represents voting power of all common shares held by the
reporting person with respect to all outstanding shares of our
Class A and Class B common shares. Each holder of our Class A
common shares is entitled to one vote per Class A common share.
Each holder of our Class B common shares is entitled to ten votes
per Class B common share. |
For COMPLETE HONOUR GLOBAL LIMITED
| |
|
Class A
common shares |
|
Class B
common shares |
|
Total common
shares on the as-
converted basis |
|
Percentage of
Aggregate
Voting Power |
|
| (a) Amount beneficially owned |
|
2,937,500 |
(1) |
2,275,500 |
|
2,937,500 |
(1) |
— |
|
| (b) Percent of class: |
|
2.0 |
%(1)(2) |
3.4 |
%(3) |
1.1 |
%(4) |
2.8 |
%(5) |
| (c) Number of shares as to which the person
has: |
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|
|
|
|
|
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|
| (i) Sole power to vote or to direct the
vote |
|
2,937,500 |
(1) |
2,275,500 |
(1) |
2,937,500 |
(1) |
— |
|
| (ii) Shared power to vote or to direct the
vote |
|
0 |
|
0 |
|
0 |
|
— |
|
| (iii) Sole power to dispose or to direct the
disposition of |
|
2,937,500 |
(1) |
2,275,500 |
(1) |
2,937,500 |
(1) |
— |
|
| (iv) Shared power to dispose or to direct the
disposition of |
|
0 |
|
0 |
|
0 |
|
— |
|
Notes:
| (1) |
Represents (i)
662,000 Class A common shares held by the reporting person, and
(ii) 2,275,500 Class B common shares held by the reporting person
that are convertible into 2,275,500 Class A common shares at any
time at the option of the reporting person. Pursuant to Rule
13d-3(d)(1), all shares of Class B common shares (which are
convertible into shares of Class A common shares) held by the
reporting person shall be deemed to be converted for the purposes
of (i) determining the aggregate amount of shares of Class A common
shares beneficially owned by the reporting person, and (ii)
calculating the percentages of the Class A common shares owned by
such person. |
| |
|
| (2) |
To derive this percentage, (x)
the numerator is 2,937,500, being 662,000 Class A common shares and
2,275,500 Class A common shares that are convertible from the same
number of Class B common shares held by the reporting person, and
(y) the denominator is the sum of (i) 144,526,157, being the
numbers of the Company’s total Class A common shares outstanding as
of December 31, 2020, and (ii) 2,275,500, being the number of Class
A common shares that the reporting person has the rights to acquire
upon conversion of the same number of Class B common shares held by
the reporting person. |
| |
|
| (3) |
To derive this percentage, (x)
the numerator is 2,275,500, being the number of Class B common
shares held by the reporting person, and (y) the denominator is
66,939,204, being the number of the Company’s total Class B common
shares outstanding as of December 31, 2020. |
| |
|
| (4) |
To derive this percentage, (x)
the numerator is 2,937,500, being 662,000 Class A common shares and
2,275,500 Class A common shares that are convertible from the same
number of Class B common shares held by the reporting person, and
(y) the denominator is the sum of (i) 144,526,157, being the
numbers of the Company’s total Class A common shares outstanding as
of December 31, 2020, and (ii) 66,939,204, being the number of the
Company’s total Class B common shares outstanding as of December
31, 2020 that are convertible into the same number of Class A
common shares. |
| |
|
| (5) |
Percentage of aggregate voting
power represents voting power of all common shares held by the
reporting person with respect to all outstanding shares of our
Class A and Class B common shares. Each holder of our Class A
common shares is entitled to one vote per Class A common share.
Each holder of our Class B common shares is entitled to ten votes
per Class B common share. |
For Yachao Liu
| |
|
Class A
common shares |
|
Class B
common shares |
|
Total common
shares on the as-
converted basis |
|
Percentage of
Aggregate
Voting Power |
|
| (a) Amount beneficially owned |
|
8,862,773 |
(1) |
8,150,500 |
|
8,862,773 |
(1) |
— |
|
| (b) Percent of class: |
|
5.8 |
%(1)(2) |
12.2 |
%(3) |
4.2 |
%(4) |
10.1 |
%(5) |
| (c) Number of shares as to which the person
has: |
|
|
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct
the vote |
|
8,862,773 |
|
8,150,500 |
|
8,862,773 |
(1) |
— |
|
| (ii) Shared power to vote or to direct the
vote |
|
0 |
|
0 |
|
0 |
|
— |
|
|
(iii) Sole power to dispose or to
direct the disposition of |
|
8,862,773 |
|
8,150,500 |
|
8,862,773 |
(1) |
— |
|
| (iv) Shared power to dispose or to direct the
disposition of |
|
0 |
|
0 |
|
0 |
|
— |
|
Notes:
| (1) |
Represents (i)
662,000 Class A shares beneficially owned by the reporting person,
(ii) 8,150,500 Class B common shares beneficially owned by the
reporting person that are convertible into 8,150,500 Class A common
shares at any time at the option of the reporting person, (iii)
2,273 Class A common shares in the form of American depositary
shares the reporting person beneficially owned as of December 31,
2020, and (iv) 48,000 Class A common shares upon vesting of
restricted shares within 60 days after December 31, 2020. Pursuant
to Rule 13d-3(d)(1), all shares of Class B common shares (which are
convertible into shares of Class A common shares) beneficially
owned by the reporting person shall be deemed to be converted for
the purposes of (i) determining the aggregate amount of shares of
Class A common shares beneficially owned by the reporting person,
and (ii) calculating the percentages of the Class A common shares
owned by such person. |
| |
|
| (2) |
To derive this percentage, (x)
the numerator is 8,862,773, being (i) 662,000 Class A shares
beneficially owned by the reporting person, (ii) 8,150,500 Class A
common shares that are convertible from the same number of Class B
common shares beneficially owned by the reporting person, (iii)
2,273 Class A common shares in the form of American depositary
shares the reporting person beneficially owned as of December 31,
2020, and (iv) 48,000 Class A common shares upon vesting of
restricted shares within 60 days after December 31, 2020, and (y)
the denominator is the sum of (i) 144,526,157, being the numbers of
the Company’s total Class A common shares outstanding as of
December 31, 2020, and (ii) 8,198,500, being the number of Class A
common shares that the reporting person has the rights to acquire
upon conversion of the same number of Class B common shares
beneficially owned by the reporting person or upon the vesting of
restricted shares within 60 days after December 31, 2020
. |
| |
|
| (3) |
To derive this percentage, (x)
the numerator is 8,150,500, being the number of Class B common
shares beneficially owned by the reporting person, and (y) the
denominator is 66,939,204, being the number of the Company’s total
Class B common shares outstanding as of December 31,
2020. |
| |
|
| (4) |
To derive this percentage, (x)
the numerator is 8,862,773, being (i) 662,000 Class A shares
beneficially owned by the reporting person, (ii) 8,150,500 Class A
common shares that are convertible from the same number of Class B
common shares beneficially owned by the reporting person, (iii)
2,273 Class A common shares in the form of American depositary
shares the reporting person beneficially owned as of December 31,
2020, and (iv) 48,000 Class A common shares upon vesting of
restricted shares within 60 days after December 31, 2020, and (y)
the denominator is the sum of (i) 144,526,157, being the numbers of
the Company’s total Class A common shares outstanding as of
December 31, 2020, (ii) 66,939,204, being the number of the
Company’s total Class B common shares outstanding as of December
31, 2020 that are convertible into the same number of Class A
common shares, and (iii) 48,000 Class A common shares upon vesting
of restricted shares within 60 days after December 31,
2020. |
| |
|
| (5) |
Percentage of aggregate voting
power represents voting power of all common shares beneficially
owned by the reporting person with respect to all of our Class A
and Class B common shares. Each holder of our Class A common shares
is entitled to one vote per Class A common share. Each holder of
our Class B common shares is entitled to ten votes per Class B
common share. |
| 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 |
LIST OF EXHIBIT
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 10,
2021 |
|
|
| |
|
|
| |
|
|
| Perfect Wisdom
International Limited |
|
By: |
/s/ Yachao Liu |
| |
|
Name: |
Yachao Liu |
| |
|
Title: |
Director |
| |
|
|
| |
|
|
| COMPLETE HONOUR GLOBAL
LIMITED |
|
By: |
/s/ Yachao Liu |
| |
|
Name: |
Yachao Liu |
| |
|
Title: |
Director |
| |
|
|
| |
|
|
| Yachao Liu |
|
/s/ Yachao Liu |
| |
|
Yachao
Liu |
