EDU New Oriental Education and Technology Group Inc

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 January 2024

Commission File Number: 001-32993

NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.

No. 6 Hai Dian Zhong Street

Haidian District

Beijing 100080, People’s 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 ☐

Exhibit Index

Exhibit 99.1 – Announcement – (1) CONNECTED TRANSACTION IN RESPECT OF TERMINATION OF PROPOSED SUBSCRIPTION OF NEW EAST BUY SHARES UNDER SPECIFIC MANDATE; (2) CANCELLATION OF EGM AND BOOK CLOSURE PERIOD; AND (3) VOLUNTARY ANNOUNCEMENT IN RESPECT OF THE NEW ORIENTAL COMMITMENT AND THE DIRECTOR COMMITMENT TO PURCHASE EAST BUY SHARES

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.

Date: January 31, 2024

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(1) CONNECTED TRANSACTION IN RESPECT OF

TERMINATION OF PROPOSED SUBSCRIPTION OF NEW EAST BUY

SHARES UNDER SPECIFIC MANDATE;

(2) CANCELLATION OF EGM AND BOOK CLOSURE PERIOD; AND

(3) VOLUNTARY ANNOUNCEMENT IN RESPECT OF THE NEW

ORIENTAL COMMITMENT AND THE DIRECTOR COMMITMENT TO

PURCHASE EAST BUY SHARES

Reference is made to the announcement dated 24 November 2023, the circular dated 19 January 2024 and the notice of EGM dated 19 January 2024, each published by East Buy and is available on the websites of East Buy (ir.eastbuy.com) and Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). Further reference is made to the overseas regulatory announcement dated 18 December 2023, which is published by New Oriental and available on the websites of New Oriental (investor.neworiental.org) and Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).

TERMINATION OF PROPOSED SUBSCRIPTION OF NEW EAST BUY SHARES BY SPECIFIC MANDATE AND CANCELLATION OF EGM

Termination of Subscription of New East buy Shares Under Specific Mandate

East Buy and New Oriental hereby jointly announce that, each of East Buy Board and New Oriental Board have approved the termination of the Subscription Agreement, and shortly thereafter on 31 January 2024, East Buy and New Oriental entered into a termination agreement in accordance with Clause 7.1 of the Subscription Agreement, pursuant to which the Subscription Agreement (and all transactions contemplated thereunder, namely, the Subscription) was terminated with immediate effect on the same date as the termination agreement. As of the date of this announcement, no East Buy Shares have been issued under the Subscription, and no East Buy Shares will be allotted and issued to New Oriental under the Subscription.

Cancellation of EGM and Book Closure Period

East Buy hereby announces that the EGM (which was originally scheduled to be convened on 7 February 2024 at 10 a.m. in Beijing, China) has been cancelled. This EGM will not be rescheduled and the book closure period for East Buy (which was originally scheduled for 6 February 2024 and 7 February 2024) has been cancelled.

1

NEW ORIENTAL COMMITMENT AND DIRECTOR COMMITMENT TO PURCHASE EAST BUY SHARES ON-MARKET

New Oriental and Mr. Yu (a director and the chief executive officer of East Buy, as well as a director of New Oriental) remain confident in the future outlook and business potential of East Buy and are fully committed to increasing their respective shareholding positions in East Buy.

Accordingly, New Oriental and Mr. Yu have each committed to purchase on the Stock Exchange, in the value of HK$700 million in aggregate, East Buy Shares at market price, of which: (a) New Oriental has committed to purchase a total value of HK$660 million, which shall be beneficially held by New Oriental after purchase (being the New Oriental Commitment), and (b) Mr. Yu has committed to purchase a total value of HK$40 million, which shall be beneficially held by Mr. Yu or his controlled corporation after purchase (being the Director Commitment). The purchases will be made gradually over a period of six to twelve months from the date of this announcement and will be made subject to, and in accordance with, applicable laws and regulations, including, the Listing Rules and the SFO. Each of New Oriental (as a substantial shareholder of East Buy) and Mr. Yu (as a director of East Buy), will make relevant disclosure of interest filings within three business days (Hong Kong time) following their respective purchases in accordance with Part XV of the SFO.

REASONS FOR, AND BENEFITS OF, THE TERMINATION OF THE SUBSCRIPTION AND THE NEW ORIENTAL COMMITMENT AND THE DIRECTOR COMMITMENT

Termination of the Subscription Agreement (and the Subscription) is the result of commercial considerations by the parties thereto. East Buy and New Oriental have considered, among other factors, the recent share price of East Buy Shares, and following discussions by East Buy Board in their ordinary course of communications with East Buy shareholders, the parties have been considering alternative proposals to achieve the primary objective of the Subscription without causing a dilutive effect on the shareholdings of other East Buy shareholders; and as a result of these discussions, the parties have concluded that it no longer makes commercial sense to continue with the Subscription. In particular:

Reasons for, and benefits of, East Buy

2

Therefore, this new proposal would give existing East Buy shareholders and potential investors who buy East Buy Shares an opportunity to directly participate in realising the value of their East Buy Shares from New Oriental and Mr. Yu and, to those who are willing to sell on-market, the proposal would enable these funds to be directly returned to these shareholders (and new investors) without diluting the shareholding positions of other East Buy shareholders.

Based on the above, and the current operating and financial position of East Buy, East Buy Board does not consider the termination of the Subscription Agreement (and Subscription) to have any material adverse impact on East Buy Group. On the contrary, East Buy Board considers it in the interests of its shareholders as a whole to terminate the Subscription at this time, particularly in light of the New Oriental Commitment and the Director Commitment.

3

Reasons for, and benefits of, New Oriental

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Shareholders and potential investors of East Buy and New Oriental are reminded to exercise caution when dealing in the securities of East Buy and/or New Oriental. If in doubt, shareholders and potential investors are recommended to consult with their professional adviser(s).

DEFINITIONS

In this announcement, unless the context suggests otherwise, the following terms have the meanings set out below:

4

5

Hong Kong, 31 January 2024

As at the date of this announcement, East Buy Board comprises the following members: Mr. YU Minhong and Mr. YIN Qiang, as executive directors; Ms. SUN Chang as the non-executive director; and Mr. LIN Zheying, Mr. TONG Sui Bau, and Mr. KWONG Wai Sun Wilson, as independent non-executive directors.

As at the date of this announcement, New Oriental Board comprises the following members: Mr. Michael Minhong Yu, Mr. Chenggang Zhou and Mr. Louis T. Hsieh as directors and Mr. Robin Yanhong Li, Mr. Denny Lee and Mr. John Zhuang Yang as independent directors.

6