Purpose

This Code of Business Conduct and Ethics (the “Code”) contains general principles for the conduct of business by TAL Education Group, a Cayman Islands registered company, and its subsidiaries and consolidated affiliates, in accordance with high standards of business ethics. This Code is intended to serve as the “Code of Ethics” under Section 406 of the Sarbanes-Oxley Act of 2002 and the regulations promulgated thereunder. This Code requires a higher standard of performance than business practices or applicable laws, rules or regulations, and we will adhere to those higher standards.

This Code is intended to prevent misconduct and encourage the following:

1. Honest and ethical behavior, including ethical handling of actual or apparent conflicts of interest in personal and professional relationships;

2. The Company’s reports and filings with the Securities and Exchange Commission (the “SEC”) and other public communications are full, fair, accurate, timely and understandable;

3. Compliance with laws, rules and regulations;

4. Internal reporting of violations of this Code;

5. Obligations to comply with the Code.

Scope of Application

This Code applies to all directors, officers and employees of the Company who work for the Company on a full-time, part-time, consulting or temporary basis (individually, an "Individual Employee" and collectively, the "Employees"). Certain provisions of this Code apply specifically to the Company's Chief Executive Officer, Chief Financial Officer, Senior Financial Officers, Director of Finance, Vice Presidents and other persons who hold similar positions with the Company (individually, an "Individual Executive" and collectively, the "Executives")

The Company's Board of Directors (the "Board") has appointed the Company's Chief Financial Officer as the Company's Compliance Officer (the "Compliance Officer"). If you have any questions about this Code or wish to report any violation of this Code, please email compliance@tal.com.

Conflicts of Interest

Identifying Conflicts of Interest

A conflict of interest arises when an employee's personal interest interferes or appears to interfere with the interests of the Company as a whole in any way. Employees should actively avoid any personal interest that could interfere with their ability to perform their duties in the interests of the Company or that could make it difficult for them to perform their job duties objectively and effectively. Generally speaking, conflicts of interest include the following:

No employee shall accept employment in a business that competes with the Company's business or causes the Company to lose business.

Business Opportunities. No employee shall take advantage of corporate opportunities. No employee shall seek business opportunities that should belong to the company by using company information, property or position. If any employee discovers a business opportunity within the company's business scope through the use of company property, information or position, the employee must present the business opportunity to the company before taking advantage of the opportunity in his or her personal capacity.

Financial Interests. Employees shall not have any financial interest (including ownership or otherwise) in any other business or organization, directly or indirectly through a spouse or other family member, if such interest adversely affects the employee's performance of job duties during working hours at the company;

Employees may not hold an ownership interest in any non-public company that competes with the company; employees may hold 5% of the ownership interest in a public company that competes with the company; if the employee's ownership interest in such public company exceeds 5%, the employee must immediately report such ownership to the Compliance Officer;

If the employee's duties include managing or supervising other companies that have business relationships with the company, the employee shall not have an ownership interest in a company that has business relationships with the company.

Except as otherwise provided in these Regulations, a director or any immediate family member of such director (collectively, a “Director Affiliate”) or any immediate family member of such executive (collectively, an “Executive Affiliate”) may continue to hold

his or her investment or other financial interest in a business or organization (hereinafter referred to as an “Interested Organization”) as long as:

the investment or financial interest (x) was made or acquired before the Company invested in or otherwise acquired an interest in such business or organization; or (y) was made or acquired before the director or executive joined the Company (for the avoidance of doubt, whether or not the Company had invested in or otherwise acquired an interest in such business or organization when the director or executive joined the Company);

A director or executive officer shall not make or acquire any investment or other financial interest in any business or organization that competes with the Company, provided that at the time when such investment or other financial interest is made or acquired, the Company has not yet made an investment in or otherwise acquired an interest in such business or organization;

and such director or executive officer shall disclose such investment or other financial interest to the Board of Directors;

A director or executive officer with an interest shall not participate in any discussion among the Company’s executive officers regarding the interested organization, and shall not participate in any possible transaction between the Company and the interested organization;

Before any director or executive associate (i) invests in or acquires any equity or other financial interest in any business or organization that competes with the Company; or

(ii) enters into any transaction with the Company, the relevant director or executive officer shall obtain prior approval from the Audit Committee of the Board of Directors.

For purposes of this Code, a business or organization is considered to “compete with the Company” if it competes with the Company’s provision of private educational services and/or any other business engaged in by the Company.

Loans or other financial transactions. Employees shall not obtain loans or personal debt guarantees from, or enter into any other personal financial transactions with, any significant customer, supplier or competitor of the Company.

This Code does not prohibit arm’s length transactions with reputable banks or other financial institutions.

Serving on Boards and Committees. Employees may not serve on the board of directors or on the committees of any organization (whether for-profit or not-for-profit) where the interests of the Company could reasonably be viewed as conflicting. Employees must obtain prior approval from the Board of Directors before accepting any such board or committee position. The Company reserves the right to review any similar position at any time to determine whether the employee is appropriate to serve in such position.

The above is by no means a complete list of situations where conflicts of interest may arise. The following questions can be used to guide the determination of potential conflicts of interest situations not explicitly listed above:

1. Is the action to be taken legally?

2. Is it done in good faith and fairly?

3. Is it in the best interest of the Company?

Disclosure of Conflicts of Interest

The Company requires employees to fully disclose any situation that they believe may give rise to a conflict of interest. If an employee suspects that he or she has a conflict of interest, or that others may reasonably view a conflict of interest, the employee must immediately report it to the Compliance Officer. Conflicts of interest can only be resolved by the Board of Directors, or the relevant committee of a board of directors, and disclosed to the public immediately as required by law and New York Stock Exchange regulations.

Family Members and Work

The actions of family members outside the workplace may also give rise to conflicts of interest because they may affect the objectivity of an employee in making decisions on behalf of the Company. If a family member of an employee is interested in doing business with the Company, the conditions for establishing or continuing a business relationship and the terms and conditions of that relationship must be no less favorable than those of an unrelated third party doing business with the Company in similar circumstances.

Employees should report any situation involving a family member that may give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, “family member” or “employee family member” includes an employee’s spouse, siblings, parents, in-laws and children.

Gifts and Entertainment

Giving or receiving modest gifts of small value is considered common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding between business partners. However, gifts and entertainment must never interfere with the ability of the other party or the Company’s employees to make objective and unbiased business decisions.

Employees have an obligation to exercise good judgment in this regard. Giving gifts, providing entertainment or reimbursing expenses to government officials, public school teachers, and customer employees should be more cautious. The amount and type should be within the scope permitted by the company's anti-corruption compliance policy, should not affect the exercise of power by relevant personnel, or seek improper benefits, and must be approved in advance. All gifts and entertainment expenses paid on behalf of the company must be included in the company's expense report.

Employees accept gifts or entertainment from suppliers on the premise that the gifts or entertainment should comply with applicable laws, be small in amount, and be given without consideration or expectation of any behavior by the recipient. We encourage employees to turn in the gifts they receive to the company. Small gifts are not mandatory, but gifts exceeding RMB 200 must be turned in immediately to the company's administrative department.

Bribery and kickbacks are suspected illegal or criminal acts and are strictly prohibited by law. Employees are not allowed to offer, grant, solicit or accept any form of bribes or kickbacks anywhere in the world.

Comply with the Foreign Corrupt Practices Act

The U.S. Foreign Corrupt Practices Act (FCPA) prohibits giving anything of value, directly or indirectly, to foreign government officials or foreign party candidates in order to obtain or retain business. Violations of the FCPA not only violate company policy, but also constitute civil or criminal offenses under the FCPA. Employees may not directly or indirectly give or authorize any illegal payments to government officials (including public school teachers) of any country. Under the FCPA, nominal "facilitation payments" are allowed in certain limited circumstances, but the company prohibits the aforementioned behavior.

In order to better comply with the provisions of the FCPA and effectively discover and prevent FCPA violations, the company has formulated a complete anti-corruption compliance policy, and employees should strictly comply with the requirements of the company's anti-corruption compliance policy.

Protection and use of company assets

Employees should protect company assets and ensure that they are only used effectively for legitimate business purposes. Theft, overspending and waste have a direct impact on the company's profitability. Whether used for personal gain or not, the use of any company funds or assets for any illegal or improper purpose is strictly prohibited. To ensure the protection and proper use of company assets, each employee should do the following:

1. Be careful of theft, destruction or improper use of company property;

2. Report any actual or suspected theft, destruction or improper use of company property in a timely manner;

3. Protect all software electronic programs, data, communications and written materials;

4. Use company property only for legitimate business purposes.

Except with the prior permission of the company's CEO and CFO, the company prohibits any employee from making political contributions on behalf of the company (directly or through industry associations). Prohibited political contributions include:

1. Any donation of company funds or other assets for political purposes;

2. Encouraging employees to make any such donations;

3. Reimbursing employees for any political donation expenses.

Intellectual Property and Confidentiality Principles

All inventions, creative works, computer software and technology or trade secrets developed by employees in the course of performing their employee duties or working for the company, primarily through the use of company assets or resources, are considered company property.

Employees must keep confidential any information about the company or its customers or clients, except for information authorized for disclosure or required by law. Confidential information includes all non-public information that, if disclosed, could be beneficial to competitors or detrimental to the Company or its customers.

The Company advocates strict confidentiality. During the employee's employment with the Company, the employee shall comply with any and all written or oral rules and policies regarding confidentiality and shall perform the duties and obligations applicable to the employee with respect to confidentiality.

Except for the performance of the obligations associated with the employee's position with the Company, the employee shall not disclose, announce or publish the Company's trade secrets or any confidential business information without the Company's prior permission. The employee shall also not use such confidential information in employment outside the Company.

Even outside the work environment, the employee must remain vigilant and not disclose material information related to the Company or its business, customers or employees.

The employee's duty to maintain confidentiality with respect to the Company's confidential information shall continue after the employee's employment with the Company is terminated, until the Company publicly discloses the information or, through no fault of the employee, the information otherwise becomes publicly known.

Upon termination of employment or at any other time requested by the Company, the employee must return to the Company all materials containing confidential information without retaining any copies.

Accuracy of Financial Reports and Other Public Information

After going public, the Company will be required to report its financial results and other material business-related information to the public and the SEC. It is the Company's policy to disclose information about the Company's business, financial condition and operating performance in a timely, accurate and complete manner. All employees must strictly comply with all applicable standards, laws, regulations, accounting and financial reporting, estimates and projections for transactions. No inaccurate, incomplete or untimely reporting is allowed, which may have a serious impact on the Company and subject the Company to legal liability.

All employees should be vigilant and report any possible inaccurate or incomplete financial reports in a timely manner, paying particular attention to the following:

1. Financial reports are inconsistent with underlying performance;

2. There are transactions without obvious business purposes;

3. Customary review procedures are required.

Senior financial personnel and other financial department employees of the Company have clear responsibilities to ensure that the Company's financial disclosures are complete, fair, accurate, timely and understandable. Any behavior or situation that may hinder this goal should be reported to the Compliance Officer in a timely manner.

Employees are prohibited from taking any action, directly or indirectly, to coerce, manipulate, mislead or fraudulently influence the Company's independent auditors in order to produce materially misleading Company financial statements. Prohibited actions include, but are not limited to:

Issuing or reissuing Company financial reports that are not approved under the circumstances (due to material violations of U.S. GAAP, GAAP or other industry or regulatory standards);

Not performing audits, reviews or other procedures required by GAAP or other industry standards;

Not withdrawing an issued report whose approval is required to be withdrawn under the circumstances; or not communicating with the Company's Audit Committee on matters that require such communication.

Company Records

Accurate and reliable records are essential to the Company's business and are the basis for the Company's earnings statements, financial reports and other information disclosed to the public. The Company's records are an essential source of data to guide business decisions and strategic planning. The Company's records include, but are not limited to, ledger information, payroll, time cards, travel expense reports, mail, accounting and financial data, measurement and performance records, electronic files and all other data containing the Company's daily business process.

All Company records must be complete, accurate and reliable in all material respects. Never falsify or record misleading information for any reason. Failure to disclose or record funds, payments or receipts is strictly prohibited. Employees are obligated to understand and comply with the Company's accounting policies. Employees who have questions about the accounting policies should contact the Compliance Officer.

Compliance with Laws and Regulations

Each employee is obligated to comply with all laws of the city, province, region and country in which the Company operates, including but not limited to laws applicable to anti-corruption, commercial bribery and kickbacks, copyrights, trademarks and trade secrets, privacy of information, insider trading, gift giving, work harassment, environmental protection, occupational health and safety, false or misleading financial information, and misuse of company property and foreign exchange practices. The Company expects all employees to understand the laws, rules and regulations that apply to their positions. If an employee has any questions about the legality of a particular action or the appropriateness of a course of action, the employee must immediately consult the Compliance Officer.

Discrimination and Harassment

The Company is firmly committed to ensuring that employees are employed in accordance with the laws, regulations and rules that apply to their positions.

Fair trade

Each employee must strive to treat the company's customers, suppliers, competitors and employees fairly. No one may obtain unfair benefits through manipulation, concealment, abuse of specially obtained information, distortion of material facts, or any other unfair trading practices.

Health and Safety

The company strives to provide a safe and hygienic working environment for its employees. Each employee is obligated to abide by environmental, safety and hygiene regulations and norms, report accidents, injuries and unsafe equipment, operations or conditions, and maintain a safe and healthy workplace for other employees. Violence or threats of violence are strictly prohibited.

Each employee is required to perform their duties for the company with a safety-oriented attitude, rather than under the influence of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace is strictly prohibited.

Violation of norms

All employees have the responsibility to report any known or suspected violations of this code, including violations of any applicable company laws, regulations, rules or policies. Reporting known or suspected code violations by others will not be regarded as a dishonest practice, but as a way to protect the reputation and integrity of the company and its employees.

If an employee becomes aware of or suspects any violation of this code, the employee has the responsibility to immediately report the violation to the compliance officer, who will investigate it together with the employee. All questions regarding this code and reports of known or suspected violations will be treated with discretion. The compliance officer and the company will do their best to keep the employee's identity confidential and conduct an investigation as required by law and the company.

The company's policy is that any employee who violates this code of conduct will be subject to disciplinary action, including termination of the employment relationship based on the facts and circumstances of each specific case. As an employee, if you violate the law or this code of conduct, it may have serious consequences for both yourself and the company. The company strictly prohibits any form of retaliation against those who, in good faith, seek help or report known or suspected violations of this code. Any employee who retaliates against a person who reports known or suspected violations of this code will be subject to disciplinary action, including termination of employment.

Exemption Principle

This exemption principle only applies to individual events in exceptional circumstances. The exemption under this regulation can only be decided by the company's board of directors or the committee established by the board of directors, and must be disclosed in a timely manner in accordance with applicable laws and relevant regulations of the stock exchange.

Conclusion

This code of conduct contains the general guidelines for the company to operate its business in compliance with high standards of business ethics. If any employee has any questions regarding the general guidelines, they should contact the compliance officer. We expect all employees to adhere to these standards. Each employee is responsible for their own actions. Actions that violate the law or this code of conduct cannot be justified as being ordered by a supervisor or higher-level manager. Employees who violate the law or prohibited behaviors in this code of conduct will be regarded as going beyond the scope of employment. Such employees will be subject to disciplinary action, including termination of the employment relationship.