Amended Statement of Ownership (sc 13g/a)
February 13 2019 - 6:24AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule
13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
New Oriental
Education & Technology Group Inc.
(Name of Issuer)
Common Shares, par value US$0.01 per share
(Title of Class of Securities)
G6470A108
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ 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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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 (See instructions)
(a) ☐ (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
The British Virgin
Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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Sole Voting Power
21,199,600 common shares. Tigerstep may be deemed to have sole voting power with
respect to these shares. Michael Minhong Yu may also be deemed to have sole voting power with respect to the above shares.
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
21,199,600 common shares. Tigerstep may be deemed to have sole dispositive power with
respect to these shares. Michael Minhong Yu may also be deemed to have sole dispositive power with respect to the above shares.
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
21,199,600 common shares
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See instructions) ☐
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11
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Percent of Class Represented by Amount
in Row 9
13.4%
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12
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Type of Reporting Person (See
instructions)
CO
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1
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Names of
Reporting Persons
Michael Minhong Yu
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2
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Check the Appropriate Box if a Member
of a Group (See instructions)
(a) ☐ (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
The Peoples Republic of
China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
21,199,600 common shares. Tigerstep may be deemed to have sole voting power with
respect to these shares. Michael Minhong Yu may also be deemed to have sole voting power with respect to the above shares.
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
21,199,600 common shares. Tigerstep may be deemed to have sole dispositive power with
respect to these shares. Michael Minhong Yu may also be deemed to have sole dispositive power with respect to the above shares.
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
21,199,600 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
13.4%
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12
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Type of Reporting Person (See
instructions)
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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(b).
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Address of Issuers Principal Executive Offices:
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No. 6 Hai Dian Zhong Street
Haidian
District
Beijing 100080
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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Michael Minhong Yu
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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
c/o Michael
Minhong Yu
No. 6 Hai Dian Zhong Street
Haidian District,
Beijing 100080
Peoples Republic of China
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Michael Minhong Yu
c/o Michael Minhong Yu
Haidian District, Beijing 100080
Peoples Republic of
China
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(c).
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Citizenship:
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Tigerstep Developments Limited British Virgin Islands
Michael Minhong Yu Peoples Republic of China
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(d).
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Title of Class of Securities:
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Common shares, par value US$0.01 per share
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(e).
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CUSIP Number:
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G6470A108
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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 each of the reporting persons is provided as of December 31, 2018. The table below is prepared based on 158,165,614
common shares of the Issuer outstanding as of December 31, 2018.
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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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21,199,600
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13.4
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%
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21,199,600
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0
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21,199,600
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0
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Michael Minhong Yu
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21,199,600
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13.4
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%
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21,199,600
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0
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21,199,600
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0
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As of December 31, 2018, Tigerstep Developments Limited, a British Virgin Islands company, held 21,199,600 common shares of the Issuer. Tigerstep Developments Limited is wholly owned by Michael Minhong Yu, the
executive chairman of the board of directors of the Issuer. Through a trust arrangement, Michael Minhong Yu, together with his family, holds beneficial interest in Tigerstep Development Limited. Pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules promulgated thereunder, Michael Minhong Yu may be deemed to beneficially own all of the shares held by Tigerstep Developments Limited. Ms. Bamei Li, the mother of Michael Minhong Yu, is no longer
a director of Tigerstep Developments Limited.
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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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Certifications:
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Not applicable
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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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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.
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Dated: February 13, 2019
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Tigerstep Developments Limited
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By:
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/s/ Michael Minhong Yu
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Name:
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Michael Minhong Yu
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Title:
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Director
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Michael Minhong Yu
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/s/ Michael Minhong Yu
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Michael Minhong Yu
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