新东方教育美股招股说明书(2006-09-07版)

424B4 1 d424b4.htm 424B4 Table of ContentsFiled pursuant to Rule 424(b)(4)Registration No.333-136825 7,500,000 American Depositary Shares Representing 30,000,000 Common Shares New Oriental Education & Technology Group Inc. This is an initial public offering of American depositary shares, or ADSs, of New Oriental Education & Technology Group Inc., or New Oriental. New Oriental is offering 7,500,000 ADSs. Each ADS represents four common shares. The ADSs are evidenced by American depositary receipts, or ADRs. Prior to this offering, there has been no public market for the ADSs or the common shares. The initial public offering price of the ADSs is US$15.00 per ADS. The ADSs have been approved for listing on the New York Stock Exchange under the symbol “EDU.” 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 Proceeds, BeforeExpenses, to NewOrientalPer ADS US$15.00 US$ 1.05 US$13.95Total US$112,500,000 US$7,875,000 US$104,625,000 The underwriters have an option to purchase up to an additional 1,125,000 ADSs from New Oriental at the initial 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 September 12, 2006. Credit Suisse Goldman Sachs (Asia) L.L.C. Piper Jaffray Prospectus dated September 6, 2006 Table of ContentsTable of ContentsTable of Contents Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Risk Factors 11Forward-Looking Statements 34Use of Proceeds 35Dividend Policy 36Capitalization 37Dilution 38 Exchange Rate Information 39Enforceability of Civil Liabilities 40Corporate Structure 42Selected Consolidated Condensed Financial Data 46Recent Developments 48Management’s Discussion and Analysis of Financial Condition and Results of Operations 49Business 74Regulations 91Management 99Principal Shareholders 105Related Party Transactions 107Description of Share Capital 110Description of American Depositary Shares 115Shares Eligible for Future Sale 125Taxation 127Underwriting 132Notice to Canadian Residents 138Expenses Relating to this Offering 140Legal Matters 141Experts 141Where You Can Find Additional Information 142Index to F-1 Consolidated Financial Statements 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 is the best brand in China’s English language education market according to a report published in June 2005 by the Social Survey Institute of China, or SSIC, a leading social survey and research firm in China. We believe our “New Oriental” brand is the leading consumer brand in China’s private education sector, as evidenced by awa