Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
November 16 2020 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR
15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2020
Commission File Number: 001-32993
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.
No. 6 Hai Dian Zhong Street
Haidian District
Beijing
100080, Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
We made an announcement dated November 16, 2020 with The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange) in relation to
the exercise in full by the Joint Representatives, for themselves and on behalf of the International Underwriters, of their option to purchase additional common shares from us in connection with our global offering and listing of common shares on
the Hong Kong Stock Exchange. For details, please refer to exhibit 99.1 to this current report on Form 6-K.
Safe Harbor Statements
This announcement
contains forward-looking statements. These statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as
will, expects, anticipates, future, intends, plans, believes, estimates, potential, continue, ongoing,
targets, and similar statements. Statements that are not historical facts, including statements about the allotment and issuance of common shares and additional net proceeds, are or contain forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. There can be no guarantee that the allotment and issuance of common
shares will be completed as planned, or that the expected benefits from the additional net proceeds will be achieved. You should consider the risk factors included in the registration statement (including any documents incorporated by reference),
prospectus and prospectus supplements that have been filed with the U.S. Securities and Exchange Commission. All information provided in this announcement is as of the date of this announcement and are based on assumptions that we believe to be
reasonable as of this date, and we do not undertake any obligation to update any forward-looking statement, except as required under applicable law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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New Oriental Education & Technology Group Inc.
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By:
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/s/ Stephen Zhihui Yang
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Name: Stephen Zhihui Yang
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Title: Chief Financial Officer
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Date: November 16, 2020
[Signature Page to Form 6-K]
Exhibit Index
Exhibit 99.1 Full Exercise of the Over-Allotment Option
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