[Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 4,592,718 Item 6: 0 Item 7: 4,664,718 Item 8: 0 Item 9: 4,664,718 Item 11: 6.828% Item 12: HC Cusip #G8663P108 Item 1: Reporting Person - Edward C. Johnson 3d Item 5: 0 Item 6: 0 Item 7: 4,664,718 Item 8: 0 Item 9: 4,664,718 Item 11: 6.828%]

[Joint Filing Agreement [Remainder of this page has been left intentionally blank.] Perfect Wisdom International Limited Yachao Liu Director Yachao Liu Yachao Liu] [1 Name of Reporting Person]

[Description A Joint Filing Agreement Joint Filing Agreement [Remainder of this page has been left intentionally blank.] 1 . Central Glory Investments Limited / s/ Yundong Cao Yundong Cao Director Yundong Cao / s/ Yundong Cao] [1 Name of Reporting Person 2 Check the Appropriate Box if a Member of a Group]

[SCHEDULE 13G/A (Amendment No. 5) TAL Education Group (Name of Issuer) American Depository Shares (Title of Class of Securities) 874080104 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) o Rule 13d-1(b) x Rule 13d-1(c) o Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person’s initial filing on]

[1.NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Prime Capital Management Company (Cayman) 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 Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5.SOLE VOTING POWER 6.SHARED VOTING POWER 9,105,928 (upon conversion]