Unassociated Document
 
As filed with the Securities and Exchange Commission on April 25, 2012  
 333-176069
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
 
New Oriental Education & Technology Group Inc.
(Exact name of issuer of deposited securities as specified in its charter)
 
N/A
(Translation of issuer’s name into English)
 
Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
 
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
 
60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
Law Debenture Corporate Services Inc.
4th Floor, 400 Madison Avenue,
New York, New York 10017
(212) 750-6474
(Address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
 
It is proposed that this filing become effective under Rule 466
x immediately upon filing
o on (Date) at (Time)
 
If a separate registration statement has been filed to register the deposited shares, check the following box: o
 
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one Common Share  of New Oriental Education & Technology Group Inc.
N/A
N/A
N/A
N/A
 
*
Each unit represents one American Depositary Share.
 
** 
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.
Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-136862
 
 
 
 
 
  
This Post-Effective Amendment to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
 
 
 
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Supplement and Amendment No. 3 to Deposit Agreement filed as Exhibit (a)( 4 ) to this Post-Effective Amendment to Registration Statement on Form F-6 and incorporated herein by reference.
 
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED
 
CROSS REFERENCE SHEET
 
Item Number and Caption
  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
         
1.
Name of depositary and address of its principal executive office
  
Face of Receipt, Introductory article and bottom center
         
2.
Title of Receipts and identity of deposited securities
  
Face of Receipt, Top center
       
 
Terms of Deposit:
    
 
    
  (i)
The amount of deposited securities represented by one American Depositary Share
  
Face of Receipt, Upper right corner
 
         
  (ii)
The procedure for voting, if any, the deposited securities
  
Paragraph (15)
         
  (iii)
The collection and distribution of dividends
  
Paragraph (13)
         
  (iv)
The transmission of notices, reports and proxy soliciting material
  
Paragraphs (12), (14) and (15)
 
         
  (v)
The sale or exercise of rights
  
Paragraphs (2), (6), (13), (16) and (21)
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (13) and (16)
 
         
  (vii)
Amendment, extension or termin­ation of the deposit arrangements
  
Paragraphs (20) and (21) (no provision for extensions)
 
 
  (viii)
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
  
Paragraph (12)
 
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs (2), (3) and (4)
 
 
 
 
 
 
         
  (x)
Limitation upon the liability of the depositary
  
Paragraphs (6), (10), (15), (16), (17), (18) and (21)
         
3.
Fees and charges which may be imposed directly or indirectly against holders of Receipts
  
Paragraph (9)
         
Item 2.  AVAILABLE INFORMATION
  
Paragraph (12)
 
(b) As set forth in Paragraph (12) of the Form of Receipt constituting the prospectus included herein, New Oriental Education & Technology Group Inc. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Securities Act of 1934”) and, accordingly, files certain reports with the Securities and Exchange Commission (hereinafter called the "Commission"). Such reports and communications will be available for inspection and copying at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549.
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
(a)(1)
Form of Deposit Agreement by and among New Oriental Education & Technology Group Inc. (the "Company"), Deutsche Bank Trust Company Americas as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (the "Deposit Agreement").  Previously filed as Exhibit (a) to Form F-6 (File No. 333-136862), dated August 24, 2006 and incorporated herein by reference.
 
(a)(2)
Supplemental Agreement to Deposit Agreement, dated as of June 5, 2007, between the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Receipts issued thereunder.  Previously filed as Exhibit (a)(2) to Form F-6Pos (File No. 333-136862) and incorporated herein by reference.
 
(a)(3)
Supplement and Amendment No. 2 to Deposit Agreement, dated as of August____, 2011, between the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Receipts issued thereunder.   Previously filed as Exhibit (a)(2) to Form F-6Pos (File No. 333-176069) and incorporated herein by reference.
 
(a)(4)
Supplement and Amendment No. 3 to Deposit Agreement, dated as of April__, 2012, between the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A).  Filed herewith as Exhibit (a)(4).
 
 (b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable.
 
(c)
Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable.
 
 
 
 
 
(d)
Opinion of counsel to the Depositary as to the legality of the securities being registered. – Previously filed as Exhibit (d) to Form F-6Pos (File No. 333-176069) and incorporated herein by reference.  Filed herewith as Exhibit (d).
 
(e) 
Certification under Rule 466. – Filed herewith as Exhibit (e)
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Previously filed as part of Form F-6Pos (File No. 333-176069) and incorporated herein by reference.
 
Item 4.
UNDERTAKINGS
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer.
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary under­takes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary under­takes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among New Oriental Education & Technology Group Inc., Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 25, 2012.
 
   
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one common share of New Oriental Education & Technology Group Inc.
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
    
         
         
   
By:
  
/s/ Christopher Konopelko
    
       
Name: Christopher Konopelko
Title: Director
   
         
             
   
By:
  
/s/ James Kelly
    
       
Name: James Kelly
Title: Vice President
    
    
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, New Oriental Education & Technology Group Inc. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beijing, People's Republic of China on April 25, 2012.
 
   
New Oriental Education & Technology Group Inc.
    
         
   
By:   
   /s/ Louis T. Hsieh    
   
Name: 
Title: 
  
Louis T. Hsieh
President and Chief Financial Officer
   
         
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on  April 25, 2012.
 
SIGNATURES
 
Signature
  
Title
   
/s/ Michael Minhong Yu*
  
Chairman of the Board of Directors and Chief Executive Officer
Michael Minhong Yu
    
   
/s/ Louis T. Hsieh*
  
Director, President and Chief Financial Officer
Louis T. Hsieh
    
   
/s/ Chenggang Zhou*
  
Director and Executive Vice President
Chenggang Zhou
    
   
/s/ John Zhuang Yang*
  
Director
John Zhuang Yang
    
     
/s/ Robin Yanhong Li*
  
Director
Robin Yanhong Li
    
     
 
  
Director
Denny Lee
    
     
*By: /s/Louis T. Hsieh
   
Name: Louis T. Hsieh
Title: Power of Attorney
   
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of New Oriental Education & Technology Group Inc.  has signed this Post-Effective Amendment to Registration Statement on Form F-6 in New York, New York, on April 25, 2012.
 
   
Authorized U.S. Representative
    
         
   
By:    
   /s/ Kate Ledyard    
   
Name:  
Title:  
  
Kate Ledyard
Manager, Law Debenture Corporate Services Inc.
    
   
 
    
 
 
 
 
 
INDEX TO EXHIBITS
 
 
Exhibit Number
  
 
(a)( 4 )  Form of Amendment No. 3   to Deposit Agreement
 
(e)      Rule 466 Certification