Exhibit 99.3
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.
(incorporated in the Cayman Islands with limited liability)
(NYSE: EDU and SEHK: 9901)
Form of Proxy for Annual General Meeting
to be held on November 28, 2023
(or any adjournment(s) or postponement(s) thereof)
Introduction
This Form of Proxy is
furnished in connection with the solicitation by the Board of Directors of New Oriental Education & Technology Group Inc., a Cayman Islands company (the Company), of proxies from the holders of the issued common shares, par
value US$0.001 per share, of the Company (the Common Shares) to be exercised at the Annual General Meeting of the Company (the Meeting) to be held at No. 6 Hai Dian Zhong Street Haidian District, Beijing, Peoples
Republic of China on November 28, 2023 at 5:00 p.m. (local time), and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the Meeting Notice).
Only the holders of record of the Common Shares on the Companys register of members at the close of business on October 30, 2023
(Hong Kong Time) (the Record Date) are entitled to notice of, to attend and to vote at the Meeting. Each Common Share is entitled to one vote on all matters. The quorum of the Meeting is at least two shareholders which hold an aggregate
of at least one-tenth of the voting share capital, present in person or by proxy and entitled to vote, throughout the Meeting.
The Common Shares represented by all properly executed proxies returned to the Company will be voted at the Meeting as indicated or, if no
instruction is given, the proxy will vote the shares in his/her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the Meeting acts as proxy
and is entitled to exercise his/her discretion, he/she is likely to vote the shares FOR the resolution. As to any other business that may properly come before the Meeting, all properly executed proxies will be voted by the persons named therein in
accordance with their discretion. The Company does not presently know of any other business which may come before the Meeting. However, if any other matter properly comes before the Meeting, or any adjournment(s) or postponement(s) thereof, which
may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time
before it is exercised by (i) by submitting with the Company, at the address set forth below, a duly signed revocation or (ii) voting in person at the Meeting.
To be valid, this Form of Proxy must be completed, signed and returned to 17M Floor, Hopewell Centre, 183 Queens Road East, Wanchai,
Hong Kong as soon as possible so that it is received by the Company no later than 5:00 p.m., Hong Kong time, on November 26, 2023 to ensure your representation at the AGM.