新东方教育2006年度报告

20-F 1 d20f.htm FORM 20-F Table of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2007. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period from to Commission file number: 001-32993 NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) No. 6 Hai Dian Zhong Street Haidian District Beijing 100080 People’s Republic of China (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of exchange on which each class is to be registeredAmerican Depositary Shares, each representingfour common shares, par value $0.01 per share New York Stock ExchangeSecurities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 152,004,707 common shares, par value US$0.01 per share, as of May 31, 2007. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes  No  Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer  Accelerated filer  Non-accelerated filer  Indicate by check mark which financial statement item the registrant has elected to follow. Item 17  Item 18  If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No  (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  No  Table of ContentsTABLE OF CONTENTS INTRODUCTION 1PART I 3ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3ITEM 3. KEY INFORMATION 3ITEM 4. INFORMATION ON THE COMPANY 26ITEM 4A.UNRESOLVED STAFF COMMENTS 43ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 43ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 60ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 66ITEM 8. FINANCIAL INFORMATION 69ITEM 9. THE OFFER AND LISTING 70ITEM 10. ADDITIONAL INFORMATION 71ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 76ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 77PART II 77ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 77ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 77ITEM 15. CONTROLS AND PROCEDURES 78ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 78ITEM 16B. CODE OF ETHICS 78ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 79ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. 79PART III 79ITEM 17. FINANCIAL STATEMENTS 79ITEM 18. FINANCIAL STATEMENTS 79ITEM 19. EXHIBITS 79 Table of ContentsINTRODUCTION Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to: •“we,” “us,” “our company” or “our” refers to New Oriental Education & Technology Group Inc., its predecessor entities and subsidiaries and, in the context o