新东方教育美股招股说明书(2007-02-09版)

424B4 1 d424b4.htm FORM 424B4 Table of ContentsFiled pursuant to Rule 424(b)(4)Registration No. 333-140090 7,000,000 American Depositary Shares Representing 28,000,000 Common Shares New Oriental Education & Technology Group Inc. New Oriental Education & Technology Group Inc., or New Oriental, is offering 598,399 American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering an additional 6,401,601 ADSs. Each ADS represents four common shares, par value $0.01 per share of New Oriental. The ADSs are evidenced by American depositary receipts, or ADRs. We will not receive any proceeds from the ADSs sold by the selling shareholders. Our ADSs are listed on the New York Stock Exchange under the symbol “EDU.” On February 8, 2007, the last sale price for our ADSs as reported on the New York Stock Exchange was US$42.25 per ADS. See “ Risk Factors” beginning on page 11 to read about risks you should consider before buying the ADSs. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Price to Public UnderwritingDiscounts andCommissions Proceeds, BeforeExpenses, to NewOriental Proceeds, BeforeExpenses, to theSelling ShareholdersPer ADS US$41.50 US$1.66 US$39.84 US$39.84Total US$290,500,000 US$11,620,000 US$23,840,216 US$255,039,784 The underwriters have an option to purchase up to an additional 1,050,000 ADSs from certain selling shareholders at the public offering price less the underwriting discount. The underwriters expect to deliver the ADSs evidenced by the ADRs against payment in U.S. dollars in New York, New York on February 14, 2007. Credit Suisse Goldman Sachs (Asia) L.L.C. Merrill Lynch & C o. Piper Jaffray CIBC World Markets Prospectus dated February 8, 2007 Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Risk Factors 11Forward-Looking Statements 33Use of Proceeds 34Dividend Policy 35Market Price Information for our ADSs 36Capitalization 37Dilution 38Exchange Rate Information 39Enforceability of Civil Liabilities 40Corporate Structure 41Selected Consolidated Condensed Financial Data 45Management’s Discussion and Analysis of Financial Condition and Results of Operations 48Business 78Regulations 96Management 104Principal and Selling Shareholders 110Related Party Transactions 113Description of Share Capital 116Description of American Depositary Shares 121Shares Eligible for Future Sale 131Taxation 133Underwriting 138Notice to Canadian Residents 144Expenses Relating to this Offering 146Legal Matters 147Experts 147Where You Can Find Additional Information 148Index to Consolidated Financial Statements F-1 No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information in this prospectus is current only as of the date of this prospectus. In connection with this offering, the underwriters or any person acting on their behalf may over-allot or effect transactions with a view to supporting the market price of the ADSs at a level higher than that which might otherwise prevail for a limited period of time after the issue date. However, there is no obligation on the underwriters or their respective agents to do this. Such stabilization, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. i Table of ContentsPROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under “Risk Factors,” before deciding whether to buy our ADSs. Our Business We are the largest provider of private educational services in China based on the number of program offerings, total student enrollments and geographic presence. We offer a wide range of educational programs, services and products consisting primarily of English and other foreign language training, test preparation courses for major admissions and assessment tests in the United States, the PRC and Commonwealth countries, primary and secondary school education, development and distribution of educational content, software and other technology, and online education. We provide educational services under our “New Oriental” brand, which we believe is the leading consumer brand in China’s private education sector, as evidenced by awards we r