[FORM 20-F (Mark One) o OR ý OR o For the transition period from to . OR o Date of event requiring this shell company report TAL Education Group N/A Cayman Islands (Jurisdiction of incorporation or organization) 12/F, Danling SOHO Rong Luo, Chief Financial Officer (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Title of each] [TAL EDUCATION GROUP AND CITICORP INTERNATIONAL LIMITED, as Trustee INDENTURE Dated as of May 21, 2014 2.50% Convertible Senior Notes due 2019 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 12 Section 1.03 New York Office of Trustee, Conversion Agent, Note Registrar, Paying Agent and Transfer Agent 12 ARTICLE 2 ISSUE,] [Name Jurisdiction of Incorporation Subsidiaries: Beijing Century TAL Education Technology Co., Ltd.(formerly known as “TAL Education Technology (Beijing) Co., Ltd.”) PRC Beijing Huanqiu Zhikang Shidai Education Consulting Co., Ltd. PRC Beijing Xintang Sichuang Education Technology Co., Ltd. PRC Maxstep Technology Inc. Cayman Islands Pengxin TAL Industrial Investment (Shanghai) Co., Ltd. PRC TAL Holding Limited Hong Kong Yidu Huida Education Technology] [I, Bangxin Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of TAL Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, Rong Luo, certify that: 1. I have reviewed this annual report on Form 20-F of TAL Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 28 , 2015 1 EX-13.1 6 a2224838zex-13_1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 1 EX-13.2 7 a2224838zex-13_2.htm EX-13.2] [[Letterhead of Tian Yuan Law Firm] TIAN YUAN LAW FIRM 10/F, CPIC Plaza, 28 Fengsheng Lane, Xicheng District Beijing 100032, P. R. China Tel: (8610) 5776-3888; Fax: (8610)5776-3777 May 28, 2015 TAL Education Group 12/F Danling SOHO 6 Danling Street, Haidian District Beijing 100080 People’s Republic of China Ladies and Gentlemen: Sincerely yours, Tian Yuan Law Firm 1 EX-15.1 8] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-172178 on Form S-8 of our reports dated May 28, 2015, relating to the consolidated financial statements of TAL Education Group, its subsidiaries, its variable interest entities (the “VIEs”) and its VIEs’ subsidiaries and schools (collectively the “Group”), and the effectiveness] [[Letter Head of Maples and Calder] TAL Education Group 12/F Danling SOHO No. 6 Danling Street, Haidian District Beijing 100080 People’s Republic of China 20 May 2015 Dear Sirs TAL Education Group Yours faithfully Maples and Calder 1 EX-15.3 10 a2224838zex-15_3.htm EX-15.3]