Prospectus Supplement
(To Prospectus dated October 23, 2020)
New Oriental Education & Technology Group Inc.
8,510,000 Common Shares
We
are offering 8,510,000 common shares, par value US$0.01 per share, as part of a global offering, or the Global Offering, consisting of an international offering of 7,999,400 common shares offered hereby, and a Hong Kong public offering of 510,600
common shares. The public offering price for the international offering and the Hong Kong public offering is HK$1,190.00 per common share, or approximately US$153.45 per common share based on an exchange rate of HK$7.7548 to US$1.00.
Our ADSs are listed on the New York Stock Exchange under the symbol EDU. On November 2, 2020, the last reported trading price of our
ADSs on the New York Stock Exchange was US$161.36 per ADS, or HK$1,251.31 per common share, based upon an exchange rate of HK$7.7548 to US$1.00. Each ADS represents one common share.
The international offering contemplated herein consists of a U.S. offering and a non-U.S. offering made
outside the United States in compliance with applicable law. We are paying a registration fee for common shares sold in the United States, as well as for common shares initially offered and sold outside the United States in the Global Offering that
may be resold from time to time into the United States.
Approval-in-principle has been granted by the Hong Kong Stock Exchange pursuant to
Chapter 19C of the Hong Kong Stock Exchange Listing Rules for the listing of, and permission to deal in, our common shares under the stock code 9901.
See Risk Factors beginning on
page S-18 for a discussion of certain risks that should be considered in connection with an investment in our common shares.
Neither the United States Securities and Exchange Commission (the SEC) nor any state securities commission has approved or
disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
PRICE HK$1,190.00 PER COMMON SHARE
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Per Common Share
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Total
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Public offering price
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HK$1,190.00(1)
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HK$
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10,126,900,000.00
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Underwriting discounts and commissions(2)
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HK$10.71
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HK$
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91,142,100.00
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Proceeds to us (before expenses)(3)
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HK$1,179.29
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HK$
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10,035,757,900.00
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(1)
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Equivalent to US$153.45 per ADS, based upon each ADS representing one common share and an exchange rate of
HK$7.7548 to US$1.00 as of October 30, 2020, per the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board.
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(2)
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See Underwriting beginning on page S-41 of this prospectus
supplement for additional information regarding total underwriting compensation.
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(3)
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Includes estimated net proceeds of HK$602,145,474.00 from the sale of 510,600 common shares in the Hong Kong
public offering.
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We have granted the international underwriters the option, exercisable by Credit Suisse (Hong Kong)
Limited, Merrill Lynch (Asia Pacific) Limited and UBS AG Hong Kong Branch, or the Joint Representatives, on behalf of the international underwriters, to purchase up to an additional 1,276,500 common shares at the public offering price until 30 days
after the last day for the lodging of applications under the Hong Kong public offering (the Over-allotment Option). Credit Suisse (Hong Kong) Limited has entered into a borrowing arrangement with Tigerstep Developments Limited to
facilitate the settlement of over-allocations. Credit Suisse (Hong Kong) Limited is obligated to return common shares to Tigerstep Developments Limited by exercising the option to purchase additional common shares from us or by making purchases in
the open market. No fees or other remuneration will be paid by the underwriters to us or Tigerstep Developments Limited for the loan of these common shares.
The underwriters expect to deliver the common shares against payment therefor through the facilities of the Central Clearing and Settlement
System on or around November 9, 2020.
Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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Credit Suisse
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BofA Securities
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UBS
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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers (in alphabetical order)
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ICBCI
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Macquarie
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Nomura
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Starwin Financial
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Co-lead Manager
Tiger Brokers
The date of
this prospectus supplement is November 3, 2020.