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ORGANIZATION AND PRINCIPAL ACTIVITIES
12 Months Ended
Feb. 28, 2015
ORGANIZATION AND PRINCIPAL ACTIVITIES  
ORGANIZATION AND PRINCIPAL ACTIVITIES

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

        TAL Education Group (the "Company" or "TAL") was incorporated in the Cayman Islands on January 10, 2008 to be the holding company for a group of companies engaged in provision of high quality after-school tutoring programs for primary and secondary school students in the People's Republic of China (the "PRC"). At the time of its incorporation and through the VIE arrangements as described below, the ownership interest of the Company was held by Bangxin Zhang, Yundong Cao, Yachao Liu and Yunfeng Bai (collectively, "the founding shareholders").

        The Company, its subsidiaries, its consolidated Variable Interest Entities ("VIEs") and VIEs' subsidiaries and schools are collectively referred to as the "Group".

        As of February 28, 2015, details of the Company's subsidiaries, its VIEs and VIEs' subsidiaries and schools are as follows:

                                                                                                                                                                                    

Name

 

Later of date of
incorporation
or acquisition

 

Place of
incorporation
(or establishment)
/operation

 

Percentage
of legal
ownership

 

Principal activities

Subsidiaries:

 

 

 

 

 

 

 

 

TAL Holding Limited ("TAL Hong Kong")(1)

 

March 11, 2008

 

Hong Kong

 

100%

 

Holding company

Beijing Century TAL Education Technology Co., Ltd. ("TAL Beijing")(2)

 

May 8, 2008

 

Beijing

 

100%

 

Software sales, and consulting service

Beijing Huanqiu Zhikang Shidai Education Consulting Co., Ltd. ("Huanqiu Zhikang")

 

September 17, 2009

 

Beijing

 

100%

 

Education and management consulting service

Yidu Huida Education Technology (Beijing) Co., Ltd. ("Yidu Huida")

 

November 11, 2009

 

Beijing

 

100%

 

Software sales and consulting service

Yidu Technology Group ("Yidu Cayman")

 

February 2, 2012

 

Cayman Islands

 

100%

 

Holding company

Yidu Technology Group Limited ("Yidu Hong Kong")

 

April 13, 2012

 

Hong Kong

 

100%

 

Holding company

Beijing Xintang Sichuang Education Technology Co., Ltd. ("Beijing Xintang Sichuang")

 

August 27, 2012

 

Beijing

 

100%

 

Software and Network development, sales, and consulting service

Zhixuesi Education Consulting (Beijing) Co., Ltd. ("Zhixuesi Beijing")

 

October 23, 2012

 

Beijing

 

100%

 

Software and Network development, sales, and consulting service

YiduXuedi Network Technology (Beijing) Co., Ltd. ("Yidu Xuedi Beijing")

 

November 30, 2012

 

Beijing

 

100%

 

Software and Network development, sales, and consulting service

Maxstep Technology Inc. ("Maxstep Cayman")

 

May 13, 2014

 

Cayman Islands

 

100%

 

Holding company

Pengxin TAL Industrial investment (Shanghai) Co., Ltd. ("Pengxin TAL")

 

June 26, 2014

 

Shanghai

 

100%

 

Investment management and consulting services

Variable interest entities:

 

 

 

 

 

 

 

 

Beijing Xueersi Education Technology Co., Ltd. ("Xueersi Education")

 

December 31, 2005

 

Beijing

 

N/A*

 

Sales of educational materials and products

Beijing Xueersi Network Technology Co., Ltd. ("Xueersi Network")

 

August 23, 2007

 

Beijing

 

N/A*

 

Technology development and Educational consulting service

Beijing Dongfangrenli Science & Commerce Co., Ltd. ("Beijing Dongfangrenli")

 

September 28, 2011

 

Beijing

 

N/A*

 

Study aboard intermediary service


Name


 


Later of date of
incorporation
or acquisition


 


Place of
incorporation
(or establishment)
/operation


 


Percentage
of legal
ownership


 


Principal activities

VIEs' subsidiaries and schools:—continued

 

 

 

 

 

 

 

 

VIEs' subsidiaries and schools:

 

 

 

 

 

 

 

 

Beijing Haidian District Xueersi Training School ("Beijing Haidian School")

 

July 3, 2006

 

Beijing

 

N/A*

 

After-school tutoring for primary and secondary school students

Beijing Dongcheng District Xueersi Training School ("Beijing Dongcheng School")

 

March 21, 2008

 

Beijing

 

N/A*

 

After-school tutoring for primary and secondary school students

Beijing Zhikang Culture Distribution Co., Ltd. ("Zhikang")

 

June 30, 2008

 

Beijing

 

N/A*

 

After-school tutoring for primary and secondary school students

Wuhan Jianghan District Xueersi English Training School ("Wuhan Jianghan School")

 

July 1, 2008

 

Wuhan

 

N/A*

 

Language education

Shanghai Changning District Xueersi Training School ("Shanghai Changning School")

 

August 1, 2008

 

Shanghai

 

N/A*

 

After-school tutoring for primary and secondary school students

Shanghai Minhang District Xueersi Training School ("Shanghai Minhang School")

 

August 1, 2008

 

Shanghai

 

N/A*

 

Language education

Beijing Xicheng District Xueersi Training School ("Beijing Xicheng School")

 

April 2, 2009

 

Beijing

 

N/A*

 

After-school tutoring for primary and secondary school students

Shanghai Xueersi Education Information Consulting Co., Ltd. ("Shanghai Education")

 

July 2, 2009

 

Shanghai

 

N/A*

 

Educational information consulting and educational software development

Tianjin Xueersi Education Information Consulting Co., Ltd. ("Tianjin Education")

 

August 14, 2009

 

Tianjin

 

N/A*

 

Educational information consulting service

Guangzhou Xueersi Education Technology Co., Ltd. ("Guangzhou Education")

 

August 16, 2009

 

Guangzhou

 

N/A*

 

Educational technology research and development

Shenzhen Xueersi Education Technology Co., Ltd. ("Shenzhen Education")

 

December 22, 2009

 

Shenzhen

 

N/A*

 

Teaching software research and development

Beijing Haidian District Lejiale Training School ("Beijing Lejiale School")

 

March 22, 2010

 

Beijing

 

N/A*

 

After-school tutoring for primary and secondary school students

Tianjin Hexi District Xueersi Training School ("Hexi Xueersi School")

 

August 3, 2010

 

Tianjin

 

N/A*

 

After-school tutoring for primary and secondary school students

Hangzhou Xueersi Education Consulting Co., Ltd. ("Hangzhou Education")

 

December 1, 2010

 

Hangzhou

 

N/A*

 

Educational information consulting and educational software development

Wuhan Jiang'an District Xueersi Training School ("Wuhan Jiang'an School")

 

December 16, 2010

 

Wuhan

 

N/A*

 

After-school tutoring for primary and secondary school students

Beijing Chaoyang District Xueersi Training School ("Beijing Chaoyang School")

 

January 17, 2011

 

Beijing

 

N/A*

 

After-school tutoring for primary and secondary school students

Beijing Xueersi Nanjing Education Technology Co., Ltd. ("Nanjing Education")

 

January 24, 2011

 

Nanjing

 

N/A*

 

Educational information consulting and educational software development

Xi'an Xueersi Network Technology Co., Ltd. ("Xi'an Network")

 

February 15, 2011

 

Xi'an

 

N/A*

 

Software sales, and consulting service

Chengdu Xueersi Education Consulting Co., Ltd. ("Chengdu Education")

 

March 18, 2011

 

Chengdu

 

N/A*

 

Educational information consulting and educational software development

Beijing Shijingshan District Xueersi Training School ("Beijing Shijingshan School")

 

January 4, 2012

 

Beijing

 

N/A*

 

After-school tutoring for primary and secondary school students

TaiyuanYingze District Xueersi Training School ("Taiyuan Yingze School")

 

February 21, 2012

 

Taiyuan

 

N/A*

 

After-school tutoring for primary and secondary school students

Suzhou TAL Network Technology Co., Ltd ("Suzhou TAL Network")(3)

 

February 21, 2012

 

Suzhou

 

N/A*

 

Software sales, and consulting service

Chongqing Shapingba District Xueersi Education Training School ("Chongqing Shapingba School")

 

February 24, 2012

 

Chongqing

 

N/A*

 

After-school tutoring for primary and secondary school students

Shenyang Xueersi Education Information Consulting Co., Ltd. ("Shenyang Education")

 

April 12, 2012

 

Shenyang

 

N/A*

 

Educational information consulting service

Zhengzhou Jinshui District Xueersi Shulihua Training Center ("Zhengzhou Jinshui Center")

 

June 18, 2012

 

Zhengzhou

 

N/A*

 

After-school tutoring for primary and secondary school students

Guangzhou Tianhe District Xueersi Training Center ("Guangzhou Tianhe Center")

 

July 12, 2012

 

Guangzhou

 

N/A*

 

After-school tutoring for primary and secondary school students

Shenyang Xueersi Education Training School ("Shenyang Training School")

 

September 6, 2012

 

Shenyang

 

N/A*

 

After-school tutoring for primary and secondary school students

Suzhou Xueersi Culture Training Center ("Suzhou Xueersi Center")(4)

 

December 14, 2012

 

Suzhou

 

N/A*

 

After-school tutoring for primary and secondary school students

Guangzhou Liwan District Xueersi Training Center ("Guangzhou Liwan Center")

 

February 25, 2013

 

Guangzhou

 

N/A*

 

After-school tutoring for primary and secondary school students

Nanjing Xintang Sichuang Education Consulting Co., Ltd (Nanjing Xintang Sichuang Education)

 

March 1, 2013

 

Nanjing

 

N/A*

 

Software and Network development sales, and consulting service

Guangzhou Yuexiu District Xueersi Training Center ("Guangzhou Yuexiu Center")

 

March 12, 2013

 

Guangzhou

 

N/A*

 

After-school tutoring for primary and secondary school students

Nanjing Xintangsichuang Education Training School ("Nanjing Xintangsichuang School")

 

April 19, 2013

 

Nanjing

 

N/A*

 

After-school tutoring for primary and secondary school students

Chengdu Jinniu District Xueersi Training School ("Chengdu Jinniu School")

 

April 22, 2013

 

Chengdu

 

N/A*

 

After-school tutoring for primary and secondary school students

Taiyuan Xiaodian District Xueersi Training School ("Taiyuan Xiaodian School")

 

May 2, 2013

 

Taiyuan

 

N/A*

 

After-school tutoring for primary and secondary school students

Wuhan Wuchang District Xueersi Training School ("Wuhan Wuchang School")

 

June 27, 2013

 

Wuhan

 

N/A*

 

After-school tutoring for primary and secondary school students

Wuhan Jiang'an District Xueersi Education Yongqing Training School ("Wuhan Yongqing School")

 

August 30, 2013

 

Wuhan

 

N/A*

 

After-school tutoring for primary and secondary school students

Zhengzhou Zhongyuan District Xueersi Training School ("Zhengzhou Zhongyuan School")

 

October 21, 2013

 

Zhengzhou

 

N/A*

 

After-school tutoring for primary and secondary school students

Shenzhen Xueersi Training Center ("Shenzhen Xueersi Center")

 

November 12, 2013

 

Shenzhen

 

N/A*

 

After-school tutoring for primary and secondary school students

Hangzhou Xueersi Training School ("Hangzhou Xueersi School")

 

November 14, 2013

 

Hangzhou

 

N/A*

 

After-school tutoring for primary and secondary school students

Shanghai Putuo District Xueersi Training School ("Shanghai Putuo School")

 

January 6, 2014

 

Shanghai

 

N/A*

 

After-school tutoring for primary and secondary school students

Beijing Changping District Xueersi Training School ("Beijing Changping School")

 

January 13, 2014

 

Beijing

 

N/A*

 

After-school tutoring for primary and secondary school students

Qingdao Xueersi Education Information Consulting Co., Ltd. ("Qingdao Education")

 

April 1, 2014

 

Qingdao

 

N/A*

 

Educational information consulting and educational software development

Chongqing Nan'an Xueersi Training School ("Chongqing Nan'an School")

 

April 11, 2014

 

Chongqing

 

N/A*

 

After-school tutoring for primary and secondary school students

Beijing Jingshi Shifan Culture Distribution Co., Ltd. ("Jingshi Shifan")

 

May 28, 2014

 

Beijing

 

N/A*

 

Organize contests and culture communication

Changsha TAL Education Technology Co., Ltd. ("Changsha Education")

 

August 1, 2014

 

Changsha

 

N/A*

 

Educational information consulting and educational software development

Jinan Xueersi Education Training School School ("Jinan Xueersi School")

 

September 2, 2014

 

Jinan

 

N/A*

 

After-school tutoring for primary and secondary school students

Qingdao Xueersi Wenli Training School School ("Qingdao Wenli School")

 

December 12, 2014

 

Qingdao

 

N/A*

 

After-school tutoring for primary and secondary school students

Shijiazhuang Qiaoxi District Xueersi Culture Training School ("Shijiazhuang Qiaoxi School")

 

December 18, 2014

 

Shijiazhuang

 

N/A*

 

After-school tutoring for primary and secondary school students


*

These entities are controlled by the Company pursuant to the contractual arrangements disclosed below.

(1)

Previously known as Xueersi International Education Group. The name change permit was granted by the governmental authority in June 2013.

(2)

Previously known as TAL Education Technology (Beijing) Co., Ltd. The name change permit was granted by the governmental authority in August 2013.

(3)

Previously known as Suzhou Xueersi Network Technology Co., Ltd. The name change permit was granted by the governmental authority in April 2014.

(4)

Previously known as Suzhou Zhikang Culture Training Center. The name change permit was granted by the governmental authority in April 2014.

The VIE arrangements

        PRC laws and regulations currently require any foreign entity that invests in the education business in China to be an educational institution with relevant experience in providing education services outside China. As a Cayman Islands company, the Company is deemed a foreign legal person under the PRC laws.

        To comply with the PRC laws and regulations, except for its personalized premium tutoring service in Beijing, which is currently offered substantially through Huanqiu Zhikang and Zhixuesi Beijing, the Company's wholly owned PRC subsidiaries, the Group provides and plans to provide most of its services in the PRC through its VIEs, Xueersi Education, Xueersi Network, Beijing Dongfangrenli and their subsidiaries and schools. The VIEs and their subsidiaries and schools hold various licenses upon which the Company's business depends. A substantial majority of the Company's employees who provide the Company's services are hired by the VIEs and their subsidiaries and schools, and the VIEs and their subsidiaries and schools lease a substantial majority of the properties upon which the Company's services are delivered. The nominee shareholders of the VIEs have received two loans from TAL Beijing for capital contribution. These loans are eliminated on the Group's consolidated balance sheets. The net revenue from the VIEs and their subsidiaries and schools accounted for 90.7% of the Company's total net revenue for the fiscal year ended February 28, 2015. To provide the Company the power to control and the ability to receive the majority of the expected residual returns of the VIEs and their subsidiaries and schools, the Company's wholly owned subsidiary, TAL Beijing, entered into a series of contractual arrangements with Xueersi Education, Xueersi Network and their respective shareholders on February 12, 2009, including exclusive business service agreements, which were superseded by the Exclusive Business Cooperation Agreement entered into on June 25, 2010. In addition, on December 27, 2011, TAL Beijing entered into a series of contractual arrangements with Beijing Dongfangrenli and their respective shareholders. On June 24, 2013 and July 29, 2013, the Company and Mr. Bangxin Zhang entered into a deed of undertaking dated June 24, 2013 and a side letter dated July 29, 2013, respectively.

        Through the below contractual arrangements, TAL Beijing has (1) the power to direct the activities of the VIEs and their subsidiaries and schools that most significantly affect their economic performance and (2) the right to receive substantially all the benefits from the VIEs and their subsidiaries and schools. It is therefore considered the primary beneficiary of the VIEs and their subsidiaries and schools, and accordingly, the results of operations, assets and liabilities of the VIEs and their subsidiaries and schools are consolidated in the Group's financial statements.

        Series of exclusive technology support and service agreements: Pursuant to Exclusive Business Cooperation Agreement entered into in June 2010, by and among TAL Beijing, Xueersi Education, Xueersi Network, and the shareholders of Xueersi Education and Xueersi Network, TAL Beijing or its designated affiliates have the exclusive right to provide each of Xueersi Education and Xueersi Network and their subsidiaries and schools comprehensive intellectual property licensing and various technical and business support services. Pursuant to the Exclusive Service Agreement entered into by and among TAL Beijing, Beijing Dongfangrenli and its shareholders in December 2011, TAL Beijing and its designated affiliates have the exclusive right to provide Beijing Dongfangrenli and its subsidiaries and schools (if any) comprehensive intellectual property licensing and various technical and business support services. The services under each of these agreements include, but are not limited to, employee training, technology development, transfer and consulting services, public relation services, market survey, research and consulting services, market development and planning services, human resource and internal information management, network development, upgrade and ordinary maintenance services, and software and trademark licensing and other additional services as the parties may mutually agree from time to time. TAL Beijing owns the exclusive intellectual property rights developed in the performance of these agreements. As consideration for these services, TAL Beijing and its designated affiliates are entitled to charge the VIEs and VIEs' subsidiaries and schools annual service fees and adjust the service fee rates from time to time at its discretion. The agreements are effective within the operation term of TAL Beijing, the VIEs and VIEs' subsidiaries and schools according to PRC Law, unless earlier terminated by mutual agreement of all parties.

        Call option agreement: Pursuant to the call option agreements entered into in February 2009 and December 2011, by and among TAL Beijing, the VIEs and their subsidiaries, the shareholders of the VIEs unconditionally and irrevocably granted TAL Beijing or its designated party an exclusive option to purchase from the VIEs' shareholders, to the extent permitted under PRC law, part of or all the equity interests in the VIEs, as the case may be, for the minimum amount of consideration permitted by the applicable law without any other conditions. TAL Beijing has sole discretion to decide when to exercise the option, whether in part or in full. Unless earlier terminated by mutual agreement of all parties, this agreement shall remain effective until TAL Beijing exercises its purchase right to purchase all the VIEs' equity interests according to this agreement.

        Equity pledge agreement: Pursuant to the equity pledge agreements entered into in June 2010 and December 2011, the shareholders of the VIEs unconditionally and irrevocably pledged all of their equity interests, including the right to receive declared dividends and the voting rights, in the VIEs to TAL Beijing to guarantee the VIEs' performance of their obligations under the technology support and service agreements. The shareholders of the VIEs agree that, without prior written consent of TAL Beijing, they will not transfer or dispose the pledged equity interests or create or allow any encumbrance on the pledged equity interests that would prejudice TAL Beijing's interest. These agreements are effective over the same term as the exclusive technology support and service agreements and can only be terminated when all the obligations under the exclusive technology support and service agreements are completely fulfilled.

        Letter of Undertaking: All of the shareholders of Xueersi Education and Xueersi Network executed a letter of undertaking in February 2009 to covenant with and undertake to TAL Beijing that, if, as the respective shareholders of Xueersi Education and Xueersi Network, such shareholders receive any dividends, interests, other distributions or remnant assets upon liquidation from Xueersi Education and Xueersi Network, such shareholders shall, to the extent permitted by applicable laws, regulations and legal procedures, remit all such income after payment of any applicable tax and other expenses required by laws and regulations to TAL Beijing without any compensation therefore. All of the shareholders of Beijing Dongfangrenli have made similar undertakings in the option agreement dated December 27, 2011, described above.

        Power of attorney: The shareholders of the VIEs have executed an irrevocable power of attorney appointing TAL Beijing, or any person designated by TAL Beijing as their attorney-in-fact to vote on their behalf on all matters of the VIEs requiring shareholder approval under PRC laws and regulations and the articles of association of the VIEs in August 2009 and December 2011. These agreements remain effective during the entire period during which they are shareholders of the VIEs.

        The articles of associations of the VIEs state that the major rights of the shareholders in shareholders' meeting include the power to approve the operating strategy and investment plan, elect the members of board of directors and approve their compensation and review and approve annual budget and earning distribution plan. Therefore, through the irrevocable power of attorney arrangement TAL Beijing has the ability to exercise effective control over the VIEs through shareholder votes and through such votes to also control the composition of the board of directors. As a result of these contractual rights, the Company has the power to direct the activities of the VIEs that most significantly impact their economic performance.

        Spousal consent letter: The spouse of each of the shareholders of the VIEs entered into a spousal consent letter to acknowledge that she is aware of, and consents to, the execution by her spouse of the equity pledge agreement, the call option agreement and the power of attorney described above. Each spouse further agrees that she will not take any actions or raise any claims to interfere with the performance by her spouse of the obligations under the above mentioned agreements.

        Deed of undertaking: On June 24, 2013 and July 29, 2013, the Company and Mr. Bangxin Zhang executed a deed of undertaking dated June 24, 2013 and a side letter dated July 29, 2013, respectively (collectively, the "Deed"). Pursuant to the Deed, Mr. Zhang has irrevocably covenanted and undertaken to the Company that:

as long as Mr. Bangxin Zhang owns shares in the Company, whether legally or beneficially, and directly or indirectly (including shares held through Mr. Bangxin Zhang's personal holding company Bright Unison Limited or any other company, trust, nominee or agent, if any), representing more than 50% of the aggregate voting power of the then total issued and outstanding shares of the Company,

Mr. Bangxin Zhang will not, directly or indirectly, (i) requisition or call any meeting of shareholders for the purpose of removing or replacing any of existing directors or appointing any new director, or (ii) propose any resolution at any of shareholders meetings to remove or replace any of existing directors or appoint any new director; and

should any meeting of shareholders be called by the board of directors or requisitioned or called by shareholders for the purpose of removing or replacing any of the directors or appointing any new director, or if any resolution is proposed at any of shareholder meetings to remove or replace any of the directors or appoint any new director, the maximum number of votes which Mr. Bangxin Zhang will be permitted to exercise shall be equal to the total aggregate number of votes of the then total issued and outstanding shares of the Company held by all members of the Company, other than shares which are owned, whether legally or beneficially, and directly or indirectly by Mr. Bangxin Zhang, less one vote.

Mr. Bangxin Zhang will not cast any votes he has as a director or shareholder (if applicable) on any resolutions or matters concerning enforcing, amending or otherwise relating to the Deed being considered or voted upon by board of directors or shareholders, as the case may be.

        In the opinion of Maples and Calder, the Company's Cayman Islands legal counsel, the deed of undertaking constitutes the legal, valid and binding obligations of Mr. Bangxin Zhang, which cannot be unilaterally revoked by Mr. Bangxin Zhang, and is enforceable in accordance with its terms under existing Cayman Islands laws.

Risks in relation to the VIE structure

        The Company believes that TAL Beijing's contractual arrangements with the VIEs and their respective subsidiaries, schools and shareholders are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the Group would be subject to fines or potential actions by the relevant PRC regulatory authorities with broad discretions, which could include:

revoke the Group's business and operating licenses;

require the Group to discontinue or restrict its operations;

restrict the Group's right to collect revenues;

block the Group's websites;

require the Group to restructure the operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or relocate its businesses, staff and assets;

impose additional conditions or requirements with which the Group may not be able to comply; or

take other regulatory or enforcement actions against the Group that could be harmful to its business.

        The imposition of any of these penalties could result in a material adverse effect on the Company's ability to conduct the Group's business. In addition, if the imposition of any of these penalties causes the Company to lose the rights to direct the activities of the VIEs, and the VIEs' subsidiaries and schools, or the right to receive their economic benefits, the Company would no longer be able to consolidate the VIEs, and the VIEs' subsidiaries and schools. The Company does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation or dissolution of the Company, TAL Beijing, or the VIEs and their respective subsidiaries and schools.

        The four legal owners of Xueersi Education and Xueersi Network are Mr. Bangxin Zhang, Mr. Yachao Liu, Mr. Yunfeng Bai, and Mr. Yundong Cao, and the three legal owners of Beijing Dongfangrenli are Mr. Zhang, Mr. Liu and Mr. Bai. Mr. Zhang, Mr. Liu and Mr. Bai are shareholders and directors or officers of TAL Education Group. Mr. Cao is a beneficial owner of TAL Education Group. Mr. Zhang is a director of TAL Education Group. Mr. Liu is a director of Beijing Dongfangrenli. The interests of Mr. Zhang, Mr. Liu, Mr. Bai and Mr. Cao as beneficial owners of the VIEs may differ from the interests of the Group as a whole, since these parties' respective equity interests in the VIEs may conflict with their respective equity interests in the Group. When conflicts of interest arise, it is possible that any or all of these individuals may not act in the best interests of the Group, and such conflicts may not be resolved in the Group's favor. In addition, these individuals may breach, or cause VIEs, their subsidiaries and schools to breach, or refuse to renew, the existing contractual arrangements the Group has with them and VIEs, their subsidiaries and schools. Other than the aforementioned deed of undertaking the Group entered with Mr. Zhang, the Group currently does not have any arrangements to address potential conflicts of interest between these individuals and the Company. To a large extent, the Group relies on the legal owners of the VIEs to abide by the laws of the Cayman Islands and China, which provide that directors and officers owe a fiduciary duty to the company that requires them to act in good faith and in the best interests of the company and not to use their positions for personal gains. If the Group cannot resolve any conflict of interest or dispute between it and these individuals, the Group would have to rely on legal proceedings, which could result in disruption of its business and subject it to substantial uncertainty as to the outcome of any such legal proceedings.

        The following consolidated financial statement balances and amounts of the Company's VIEs and their subsidiaries and schools, were included in the accompanying consolidated financial statements after the elimination of intercompany balances and transactions among the Company, its subsidiaries, its VIEs and VIEs' subsidiaries and schools in the Group.

                                                                                                                                                                                    

 

 

As of February 28,
2014

 

As of February 28,
2015

 

Cash and cash equivalents

 

$

136,914,501 

 

$

161,603,461 

 

Term deposits

 

 

 

 

542,308 

 

Prepaid expenses and other current assets

 

 

14,728,772 

 

 

34,612,547 

 

​  

​  

​  

​  

Total current assets

 

 

151,643,273 

 

 

196,758,316 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

Property and equipment, net

 

 

51,978,968 

 

 

62,763,402 

 

Other non-current assets

 

 

11,440,412 

 

 

43,322,163 

 

​  

​  

​  

​  

Total assets

 

 

215,062,653 

 

 

302,843,881 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

Deferred revenue

 

 

102,488,333 

 

 

154,982,001 

 

Accrued expenses and other current liabilities

 

 

24,586,713 

 

 

38,436,846 

 

​  

​  

​  

​  

Total current liabilities

 

 

127,075,046 

 

 

193,418,847 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total non-current liabilities

 

 

846,040 

 

 

215,764 

 

​  

​  

​  

​  

Total liabilities

 

$

127,921,086 

 

$

193,634,611 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

                                                                                                                                                                                    

 

 

For the year ended
February 28,
2013

 

For the year ended
February 28,
2014

 

For the year ended
February 28,
2015

 

Net revenues

 

$

186,575,902 

 

$

272,231,845 

 

$

393,401,571 

 

Net income

 

$

55,172,212 

 

$

86,108,986 

 

$

121,489,140 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

                                                                                                                                                                                    

 

 

For the year ended
February 28,
2013

 

For the year ended
February 28,
2014

 

For the year ended
February 28,
2015

 

Net cash provided by operating activities

 

$

37,349,571

 

$

53,427,076

 

$

85,654,272

 

Net cash (used in)/provided by investing activities

 

$

(9,039,457

)

$

6,192,159

 

$

(60,089,867

)

​  

​  

​  

​  

​  

​  

        As of February 28, 2013, 2014 and 2015, the balance of the amount payable by the VIEs and their subsidiaries and schools to TAL Beijing or its designated affiliates related to the service fees was $13.0 million, $20.6 million and $18.7 million, respectively and was eliminated upon consolidation.

        There are no consolidated VIEs' assets that are collateral for the VIEs' obligations and can only be used to settle the VIEs' obligation.

        The following consolidated financial statement balances and amounts of the Company and its subsidiaries, excluding the Company's VIEs and VIEs' subsidiaries and schools, were included in the accompanying consolidated financial statements after the elimination of inter-company transactions and balances among the Company, its subsidiaries, its VIEs and VIEs' subsidiaries and schools in the Group:

                                                                                                                                                                                    

 

 

As of February 28,
2014

 

As of February 28,
2015

 

Cash and cash equivalents

 

$

133,016,070 

 

$

308,553,969 

 

Term deposits

 

 

 

 

20,687,455 

 

Prepaid expenses and other current assets

 

 

15,717,279 

 

 

13,432,794 

 

​  

​  

​  

​  

Total current assets

 

 

148,733,349 

 

 

342,674,218 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

Property and equipment, net

 

 

26,646,223 

 

 

30,812,246 

 

Other non-current assets

 

 

37,156,542 

 

 

96,084,292 

 

​  

​  

​  

​  

Total assets

 

 

212,536,114 

 

 

469,570,756 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

Deferred revenue

 

 

29,912,729 

 

 

22,657,938 

 

Accrued expenses and other current liabilities

 

 

9,768,551 

 

 

16,478,238 

 

​  

​  

​  

​  

Total current liabilities

 

 

39,681,280 

 

 

39,136,176 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total non-current liabilities

 

 

 

 

226,073,034 

 

​  

​  

​  

​  

Total liabilities

 

$

39,681,280 

 

$

265,209,210 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

                                                                                                                                                                                    

 

 

For the year ended
February 28,
2013

 

For the year ended
February 28,
2014

 

For the year ended
February 28,
2015

 

Net revenues

 

$

39,355,193

 

$

41,663,360

 

$

40,567,998

 

Net loss

 

$

(21,732,146

)

$

(25,503,214

)

$

(54,345,119

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

                                                                                                                                                                                    

 

 

For the year ended
February 28,
2013

 

For the year ended
February 28,
2014

 

For the year ended
February 28,
2015

 

Net cash provided by operating activities

 

$

28,060,174

 

$

48,131,290

 

$

61,923,715

 

Net cash used in investing activities

 

$

(19,079,248

)

$

(23,595,025

)

$

(85,695,143

)

Net cash (used in)/provided by financing activities

 

$

(41,465,075

)

$

 

$

201,837,942

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        Relevant PRC laws and regulations restrict the VIEs from transferring a portion of their net assets, equivalent to the balance of their statutory reserve and their paid in capital, to the Company in the form of loans and advances or cash dividends. Please refer to Note 20 for disclosure of restricted net assets.