As filed with the Securities and Exchange Commission on June 5, 2007
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Registration No.333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
CAYMAN ISLANDS
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
+1 212 250 9100
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, NY 10011
+1 212 664 1666
(Address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
Francis Fitzherbert-Brockholes David T. Zhang
White & Case LLP John T. Otoshi
5 Old Broad Street Latham & Watkins LLP
London EC2N 1DW 41st Floor, One Exchange Square
+44 20 7532 1400 8 Connaught Place, Central
Hong Kong
+852 2522 7886
It is proposed that this filing become
effective under Rule 466: [ ] immediately upon filing.
[ ] on (Date) at (Time)
If a separate registration statement has been filed to register the deposited
shares, check the following box: [X]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Proposed Maximum Amount of
Securities to be Registered Registered Per Unit(*) Aggregate Offering Price(**) Registration Fee(***)
---------------------------------------- -------------- ------------------ ---------------------------- ----------------------
American Depositary Shares evidenced by 40,000,000 $5.00 $2,000,000 $214.00
American Depositary Receipts, each
American Depositary Share representing
4 Common Shares, par value $0.01 per
share, of New Oriental Education &
Technology Group Inc.
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(*) Each unit represents one hundred American Depositary Shares.
(**) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of receipts evidencing American Depositary Shares.
(***) Registration Fees paid in connection with the initial registration of
American Depositary Shares on Registration Statement No. 333-136862.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
This Registration Statement may be executed in any number of counterparts, each
of which shall be deemed an original, and all of such counterparts together
shall constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
("Receipt" or "American Depositary Receipt") included as Exhibits A and B to the
Deposit Agreement filed as Exhibit (a) to this Registration Statement, which
form of American Depositary Receipt is incorporated herein by reference.
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
ITEM NUMBER AND CAPTION LOCATION IN FORM OF AMERICAN
DEPOSITARY RECEIPT FILED
HEREWITH AS PROSPECTUS
1. Name of depositary and address Face of Receipt, Introductory Article
of its principal executive
office
2. Title of Receipts and identity of Face of Receipt, Introductory Article
deposited securities
Terms of Deposit:
(a) The amount of deposited Face of Receipt, Introductory Article
securities represented by upper right corner
one American Depositary
Share
(b) The procedure for voting, Reverse of Receipt, Article 15
if any, the deposited
securities
(c) The collection and Reverse of Receipt, Article 13
distribution of dividends
(d) The transmission of Face of Receipt, Article 12, Reverse
notices, reports and proxy of Receipt, Articles 14 and 15
soliciting material
(e) The sale or exercise of Face of Receipt, Articles 2 and 6,
rights Reverse of Receipt, Articles 13, 16
and 21
(f) The deposit or sale of Reverse of Receipt, Articles 13
securities resulting from and 16
dividends, splits or plans
of reorganization
(g) Amendment, extension or Reverse of Receipt, Articles 20 and
termination of the deposit 21 (no provision for extension)
arrangements
(h) Rights of holders of Receipts Face of Receipt, Article 12
to inspect the transfer
books of the depositary
and the list of holders of
Receipts
(i) Restrictions upon the right Face of Receipt, Articles 2, 3 and 4
to deposit or withdraw the
underlying securities
(j) Limitation upon the liability Face of Receipt, Articles 6 and 10,
of the depositary Reverse of Receipt, Articles 15, 16
17, 18 and 21
3. Fees and Charges Face of Receipt, Article 9
ITEM 2. AVAILABLE INFORMATION
New Oriental Education & Technology Group Inc. is subject to the periodic
reporting requirements of the Securities Exchange Act of 1934, as amended, and,
accordingly, files certain reports with the United States Securities and
Exchange Commission (the "Commission"). These reports and other information can
be inspected and copied at public reference facilities maintained by the
Commission located at Judiciary Plaza, 100 F Street, N.E., Washington D.C.
20549, at the principal executive office of the Depositary and, where made
available by the Commission, on the Commission's website (www.sec.gov).
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. EXHIBITS
(a)(1) Form of Deposit Agreement by and among the Company, Deutsche Bank Trust
Company Americas as depositary (the "Depositary"), and all Holders of
American Depositary Shares evidenced by American Depositary Receipts
issued thereunder (the "Deposit Agreement"), including the form of
American Depositary Receipt to be issued thereunder, attached as
Exhibit A and B thereto. Previously filed as Exhibit (a) to Form F-6
(File No. 333-136862), dated August 24, 2006 and incorporated herein by
reference.
(a)(2) Supplemental Agreement to Deposit Agreement, dated as of June 5, 2007,
between the Company and Deutsche Bank Trust Company Americas, as
depositary (the "Depositary") (including the form of American Depositary
Receipt to be issued thereunder, attached as Exhibit A and B thereto).
Filed herewith as Exhibit (a)(2).
(c) Any other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or the
custody of the deposited securities represented thereby. Not Applicable.
(c) Every material contract relating to the deposited securities between the
Depositary and the Company in effect at any time within the last three
years. Not Applicable.
(d) Opinion of White & Case, counsel to the Depositary, as to the legality
of the securities being registered. Filed as Exhibit (d) to Form F-6
(File No. 333-136862), dated August 24, 2006 and incorporated herein by
reference.
(e) Certification under Rule 466. Not Applicable.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. Filed with Form F-6
(File No. 333-136862), dated August 24, 2006 and incorporated herein by
reference.
ITEM 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by
holders of the American Depositary Receipts, any reports and
communications received from the issuer of the deposited securities
which are both (1) received by the Depositary as the holder of the
deposited securities and (2) made generally available to the holders
of the underlying securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus, the
Depositary undertakes to prepare a separate document stating the
amount of any fee charged and describing the service for which it is
charged and to deliver promptly a copy of such fee schedule without
charge to anyone upon request. The Depositary undertakes to notify
each registered holder of an American Depositary Receipt 30 days
before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche
Bank Trust Company Americas, on behalf of the legal entity created by the
Deposit Agreement, certifies that is has reasonable grounds to believe that all
the requirements for filing on Form F-6/A are met and has duly caused this
Registration Statement on Form F-6/A to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of London, United Kingdom,
on June 5, 2007.
Legal entity created by the Deposit
Agreement for the issuance of
American Depositary Receipts
evidencing American Depositary
Shares, each representing 4 Common
Shares, par value $0.01 each, of the
Company.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
solely in its capacity as Depositary
By: /s/ Tom Murphy
---------------------------------
Name: Tom Murphy
Title: Vice President
By: /s/ Jeff Margolick
---------------------------------
Name: Jeff Margolick
Title: Director
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, New
Oriental Education & Technology Group Inc. certifies that it has reasonable
grounds to believe that all the requirements for filing on Form F-6/A are met
and has duly caused this Registration Statement on Form F-6/A to be signed on
its behalf by the undersigned, thereunto duly authorized, in Beijing, People's
Republic of China on June 5, 2007.
NEW ORIENTAL EDUCATION & TECHNOLOGY
GROUP INC.
By: /s/ Michael Minhong Yu
--------------------------------
Name: Michael Minhong Yu
Title: Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6/A has been signed by the following
persons in the following capacities on June 5, 2007.
Name Title
By: /s/ Michael Minhong Yu Chairman and Chief Executive Officer
----------------------------- (Principal Executive Officer)
Name: Michael Minhong Yu
By: * Chief Financial Officer (Principal
----------------------------- Financial Officer)
Name: Louis T. Hsieh
By: * Director of Finance and Controller
----------------------------- (Principal Accounting Officer)
Name: Ping Wei
By: * Director
-----------------------------
Name: Chenggang Zhou
By: * Director
-----------------------------
Name: Xiaohong Chen
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES OF THE
REGISTRANT
Pursuant to the requirements of the Securities Act, the duly authorized
representative in the United States of the Registrant, has signed this
Registration Statement or amendment thereto in Newark, Delaware on June 5, 2007.
PUGLISI & ASSOCIATES
Donald J. Puglisi, as authorized representative
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi
Title: Managing Director, Puglisi & Associates
INDEX TO EXHIBITS
Sequentially
Exhibit Number Numbered Page
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(a)(2) Supplemental Agreement to Deposit Agreement,
dated as of June 5, 2007, between the Company and
Deutsche Bank Trust Company Americas, as
depositary (the "Depositary") (including the form
of American Depositary Receipt to be issued
thereunder, attached as Exhibit A and B thereto).