- Amended Statement of Ownership (SC 13G/A)
February 11 2009 - 6:22AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
(Amendment No. 2)*
New Oriental Education & Technology Group Inc.
Common Shares
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(Title of Class of Securities)
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G6470A 10 8
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the
remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act, but shall be subject
to all other provisions of the Act (however, see the Notes).
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CUSIP NO. G6470A 10 8
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Schedule 13 G
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1
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NAME OF REPORTING PERSON
Tigerstep Developments
Limited (Tigerstep)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
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(b)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5 SOLE VOTING POWER
31,240,000 common shares, which
consist of (i)
31,000,000 common shares and (ii) American depositary
shares that represent 240,000
common shares. Tigerstep
may be deemed to have sole voting power with respect to
these shares. Bamei Li may also
be deemed to have sole
voting power with respect to the above shares.
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6 SHARED VOTING POWER
0
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7 SOLE DISPOSITIVE POWER
31,240,000 common shares, which consist of (i)
31,000,000 common shares and (ii)
American depositary
shares that represent 240,000 common shares. Tigerstep
may be deemed to have sole
dispositive power with respect
to these shares. Bamei Li may also be deemed to have sole
dispositive power with respect to
the above shares.
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8 SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,240,000 common shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.4%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP NO. G6470A 10 8
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Schedule 13 G
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1
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NAME OF REPORTING PERSON
Bamei Li
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
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(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5 SOLE VOTING POWER
31,240,000 common shares, which
consist of (i)
31,000,000 common shares and (ii) American depositary
shares that represent 240,000
common shares, held by
Tigerstep, a company solely owned and controlled by
Bamei Li. Tigerstep may also be
deemed to have sole
voting power with respect to the above shares.
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6 SHARED VOTING POWER
203,039 common shares (See Item 4)
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7 SOLE DISPOSITIVE POWER
31,240,000 common shares, which consist of (i)
31,000,000 common shares and (ii)
American depositary
shares that represent 240,000 common shares, held by
Tigerstep, a company solely owned
and controlled by
Bamei Li. Tigerstep may also be deemed to have sole
dispositive power with respect to
the above shares.
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8 SHARED DISPOSITIVE POWER
203,039 common shares (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,443,039 common shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.6%
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12
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TYPE OF REPORTING PERSON
IN
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ITEM 1
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(a).
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NAME OF ISSUER:
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New Oriental Education & Technology Group Inc. (the Issuer)
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ITEM 1
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(b).
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ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
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No. 6 Hai Dian Zhong Street,
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Haidian District, Beijing 100080,
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Peoples Republic of China
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ITEM 2
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(a).
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NAME OF PERSON FILING:
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Tigerstep Developments Limited
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Bamei Li
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ITEM 2
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(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
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Tigerstep Developments Limited
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c/o Michael Minhong Yu
No. 6 Hai Dian
Zhong Street,
Haidian District, Beijing 100080,
Peoples
Republic of China
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Bamei Li
c/o Michael Minhong
Yu
No. 6 Hai Dian Zhong Street,
Haidian District, Beijing
100080,
Peoples Republic of China
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ITEM 2
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(c)
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CITIZENSHIP:
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Tigerstep Developments Limited British Virgin Islands
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Bamei Li Peoples Republic of China
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ITEM 2
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(d).
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TITLE OF CLASS OF SECURITIES:
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Common Shares
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ITEM 2
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(e).
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CUSIP NUMBER:
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G6470A 10 8
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ITEM 3.
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Not Applicable
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ITEM 4.
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OWNERSHIP:
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The following information with respect to the ownership of the Common Shares of the issuer by the Reporting Person is provided as of December 31, 2008:
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Sole power
to vote or
direct
the vote:
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Shared
power to
vote or to
direct
the
vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power
to dispose or to
direct the
disposition of:
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Tigerstep Developments Limited
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31,240,000
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20.4
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%
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31,240,000
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0
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31,240,000
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0
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Bamei Li
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31,443,039
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20.6
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%
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31,240,000
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203,039
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31,240,000
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203,039
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As of December 31, 2008, Tigerstep Developments Limited, a British Virgin Islands company, was the beneficial owner of 31,240,000 common shares of the Issuer, which consisted of
(i) 31,000,000 common shares and (ii) American depositary shares that represent 240,000 common shares. Bamei Li is the sole owner and director of Tigerstep Developments Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), and the rules promulgated thereunder, Bamei Li may be deemed to beneficially own all of the shares held by Tigerstep Developments Limited.
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As of December 31, 2008, Capital River Group Limited, a British Virgin Islands company, held 203,309 common shares on behalf of Bamei Li. Bamei Li may be deemed to beneficially
own these shares.
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Bamei Li and Michael Minhong Yu are mother and son. Michael Minhong Yu may be deemed to have beneficial ownership of the shares held by Bamei Li. Michael Minhong Yu expressly
disclaims such beneficial ownership of the shares beneficially owned by Bamei Li.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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Not applicable
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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Not applicable
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
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Not applicable
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not applicable
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP:
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Not applicable
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ITEM 10.
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CERTIFICATION:
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Not applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2009
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Tigerstep Developments Limited
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By:
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/s/ Bamei Li
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Name:
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Bamei Li
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Title:
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Director
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Bamei Li
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/s/ Bamei Li
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Bamei Li
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LIST OF EXHIBITS
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Exhibit No.
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Description
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A
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Joint Filing Agreement
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