SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. _________)*
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.
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(Name of Issuer)
Common Shares
--------------------------------------------------------------------------------
(Title of Class of Securities)
647581107
--------------------------------------------------------------------------------
(CUSIP Number)
July 3, 2008
--------------------------------------------------------------------------------
(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)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
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.
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).
(Continued on following pages)
Page 1 of 20
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Management, LLC ("Tiger Global Management")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 7,580,628 shares (represented by 1,895,157 American
BENEFICIALLY Depositary Shares, which may be exchanged into common
OWNED BY EACH shares), of which 4,441,212 (represented by 1,110,303
REPORTING American Depositary Shares, which may be exchanged into
PERSON common shares) are directly owned by Tiger Global, L.P.
WITH ("Tiger Global"), 144,568 (represented by 36,142 American
Depositary Shares, which may be exchanged into common
shares) are directly owned by Tiger Global II, L.P.
("Tiger Global II"), 2,944,228 (represented by 736,057
American Depositary Shares, which may be exchanged into
common shares) are directly owned by Tiger Global, Ltd.
("Tiger Ltd.") and 50,620 (represented by 12,655 American
Depositary Shares, which may be exchanged into common
shares) are directly owned by Tiger Global Private
Investment Partners II, L.P. ("Tiger PIP II"). Tiger
Global Management is the investment manager of each of
Tiger Global, Tiger Global II, Tiger Ltd. and Tiger PIP II
and may be deemed to have sole voting power with respect
to such shares, and Charles P. Coleman III ("Coleman"),
the managing member of Tiger Global Management, Tiger
Global Performance, LLC ("Tiger Global Performance") and
Tiger Global PIP Performance II, L.L.C. ("Tiger PIP
Performance II") and director of Tiger Ltd., may be deemed
to have sole voting power with respect to such shares;
Tiger Global Performance, the general partner of each of
Tiger Global and Tiger Global II, may be deemed to have
sole voting power with respect to such shares directly
owned by such entities, and Tiger PIP Performance II, the
general partner of Tiger PIP II, may be deemed to have
sole voting power with respect to such shares directly
owned by Tiger PIP II.
---------------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
---------------------------------------------------------------
Page 2 of 20
--------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
7,580,628 shares (represented by 1,895,157 American
Depositary Shares, which may be exchanged into common
shares), of which 4,441,212 (represented by 1,110,303
American Depositary Shares, which may be exchanged into
common shares) are directly owned by Tiger Global, 144,568
(represented by 36,142 American Depositary Shares, which
may be exchanged into common shares) are directly owned by
Tiger Global II, 2,944,228 (represented by 736,057
American Depositary Shares, which may be exchanged into
common shares) are directly owned by Tiger Ltd. and 50,620
(represented by 12,655 American Depositary Shares, which
may be exchanged into common shares) are directly owned by
Tiger PIP II. Tiger Global Management is the investment
manager of each of Tiger Global, Tiger Global II, Tiger
Ltd. and Tiger PIP II and may be deemed to have sole
dispositive power with respect to such shares, and
Coleman, the managing member of Tiger Global Management,
Tiger Global Performance and Tiger PIP Performance II and
director of Tiger Ltd., may be deemed to have sole
dispositive power with respect to such shares; Tiger
Global Performance, the general partner of each of Tiger
Global and Tiger Global II, may be deemed to have sole
dispositive power with respect to such shares directly
owned by such entities, and Tiger PIP Performance II, the
general partner of Tiger PIP II, may be deemed to have
sole dispositive power with respect to such shares
directly owned by Tiger PIP II.
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,580,628
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 20
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global, L.P. ("Tiger Global")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 4,441,212 shares (represented by 1,110,303 American
BENEFICIALLY Depositary Shares, which may be exchanged into common
OWNED BY EACH shares), except that each of Tiger Global Performance, the
REPORTING general partner of Tiger Global, and Tiger Global
PERSON Management, the investment manager of Tiger Global, may be
WITH deemed to have sole voting power with respect to such
shares, and Coleman, the managing member of each of Tiger
Global Performance and Tiger Global Management, may be
deemed to have sole voting power with respect to such
shares.
---------------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
4,441,212 shares (represented by 1,110,303 American
Depositary Shares, which may be exchanged into common
shares), except that each of Tiger Global Performance, the
general partner of Tiger Global, and Tiger Global
Management, the investment manager of Tiger Global, may be
deemed to have sole dispositive power with respect to such
shares, and Coleman, the managing member of each of Tiger
Global Performance and Tiger Global Management, may be
deemed to have sole dispositive power with respect to such
shares.
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 4,441,212
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 20
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global II, L.P. ("Tiger Global II")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 144,568 shares (represented by 36,142 American Depositary
BENEFICIALLY Shares, which may be exchanged into common shares), except
OWNED BY EACH that each of Tiger Global Performance, LLC, the general
REPORTING partner of Tiger Global II, and Tiger Global Management,
PERSON the investment manager of Tiger Global II, may be deemed
WITH to have sole voting power with respect to such shares, and
Coleman, the managing member of each of Tiger Global
Performance and Tiger Global Management, may be deemed to
have sole voting power with respect to such shares.
---------------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
144,568 shares (represented by 36,142 American Depositary
Shares, which may be exchanged into common shares), except
that each of Tiger Global Performance, the general partner
of Tiger Global II, and Tiger Global Management, the
investment manager of Tiger Global II, may be deemed to
have sole dispositive power with respect to such shares,
and Coleman, the managing member of each of Tiger Global
Performance and Tiger Global Management, may be deemed to
have sole dispositive power with respect to such shares.
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 144,568
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 20
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Performance, LLC ("Tiger Global Performance")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 4,585,780 shares (represented by 1,146,445 American
BENEFICIALLY Depositary Shares, which may be exchanged into common
OWNED BY EACH shares), of which 4,441,212 (represented by 1,110,303
REPORTING American Depositary Shares, which may be exchanged into
PERSON common shares) are directly owned by Tiger Global and
WITH 144,568 (represented by 36,142 American Depositary Shares,
which may be exchanged into common shares) are directly
owned by Tiger Global II. Tiger Global Performance is the
general partner of each of Tiger Global and Tiger Global
II and may be deemed to have sole voting power with
respect to such shares, Tiger Global Management is the
investment manager of each of Tiger Global and Tiger
Global II and may be deemed to have sole voting power with
respect to such shares and Coleman, the managing member of
each of Tiger Global Performance and Tiger Global
Management, may be deemed to have sole voting power with
respect to such shares.
---------------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
4,585,780 shares (represented by 1,146,445 American
Depositary Shares, which may be exchanged into common
shares), of which 4,441,212 (represented by 1,110,303
American Depositary Shares, which may be exchanged into
common shares) are directly owned by Tiger Global and
144,568 (represented by 36,142 American Depositary Shares,
which may be exchanged into common shares) are directly
owned by Tiger Global II. Tiger Global Performance is the
general partner of each of Tiger Global and Tiger Global
II and may be deemed to have sole dispositive power with
respect to such shares, Tiger Global Management is the
investment manager of each of Tiger Global and Tiger
Global II and may be deemed to have sole dispositive power
with respect to such shares and Coleman, the managing
member of each of Tiger Global Performance and Tiger
Global Management, may be deemed to have sole dispositive
power with respect to such shares.
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 4,585,780
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
Page 6 of 20
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 20
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global, Ltd. ("Tiger Ltd.")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,944,228 shares (represented by 736,057 American
BENEFICIALLY Depositary Shares, which may be exchanged into common
OWNED BY EACH shares), except that Tiger Global Management, the
REPORTING investment manager of Tiger Ltd., may be deemed to have
PERSON sole voting power with respect to such shares, and
WITH Coleman, director of Tiger Ltd. and the managing member of
Tiger Global Management, may be deemed to have sole voting
power with respect to such shares.
---------------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
2,944,228 shares (represented by 736,057 American
Depositary Shares, which may be exchanged into common
shares), except that Tiger Global Management, the
investment manager of Tiger Ltd., may be deemed to have
sole dispositive power with respect to such shares, and
Coleman, director of Tiger Ltd. and the managing member of
Tiger Global Management, may be deemed to have sole
dispositive power with respect to such shares.
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,944,228
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 20
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Private Investment Partners II, L.P.
("Tiger PIP II")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 50,620 shares (represented by 12,655 American Depositary
BENEFICIALLY Shares, which may be exchanged into common shares), except
OWNED BY EACH that Tiger PIP Performance II, the general partner of
REPORTING Tiger PIP II, may be deemed to have sole voting power with
PERSON respect to such shares, Tiger Global Management, the
WITH investment manager of Tiger PIP II, may be deemed to have
sole voting power with respect to such shares, and
Coleman, the managing member of each of Tiger PIP
Performance II and Tiger Global Management, may be deemed
to have sole voting power with respect to such shares.
---------------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
50,620 shares (represented by 12,655 American Depositary
Shares, which may be exchanged into common shares), except
that Tiger PIP Performance II, the general partner of
Tiger PIP II, may be deemed to have sole dispositive power
with respect to such shares, Tiger Global Management, the
investment manager of Tiger PIP II, may be deemed to have
sole dispositive power with respect to such shares, and
Coleman, the managing member of each of Tiger PIP
Performance II and Tiger Global Management, may be deemed
to have sole dispositive power with respect to such
shares.
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 50,620
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 20
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global PIP Performance II, L.L.C. ("Tiger PIP
Performance II")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 50,620 shares (represented by 12,655 American Depositary
BENEFICIALLY Shares, which may be exchanged into common shares), all of
OWNED BY EACH which are directly owned by Tiger PIP II. Tiger PIP
REPORTING Performance II is the general partner of Tiger PIP II and
PERSON may be deemed to have sole voting power with respect to
WITH such shares, Tiger Global Management is the investment
manager of Tiger PIP II and may be deemed to have sole
voting power with respect to such shares, and Coleman, the
managing member of each of Tiger PIP Performance II and
Tiger Global Management, may be deemed to have sole voting
power with respect to such shares.
---------------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
50,620 shares (represented by 12,655 American Depositary
Shares, which may be exchanged into common shares), all of
which are directly owned by Tiger PIP II. Tiger PIP
Performance II is the general partner of Tiger PIP II and
may be deemed to have sole dispositive power with respect
to such shares, Tiger Global Management is the investment
manager of Tiger PIP II and may be deemed to have sole
dispositive power with respect to such shares, and
Coleman, the managing member of each of Tiger PIP
Performance II and Tiger Global Management, may be deemed
to have sole dispositive power with respect to such
shares.
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 50,620
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 20
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Charles P. Coleman III ("Coleman")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 7,580,628 shares (represented by 1,895,157 American
BENEFICIALLY Depositary Shares, which may be exchanged into common
OWNED BY EACH shares), of which 4,441,212 (represented by 1,110,303
REPORTING American Depositary Shares, which may be exchanged into
PERSON common shares) are directly owned by Tiger Global, 144,568
WITH (represented by 36,142 American Depositary Shares, which
may be exchanged into common shares) are directly owned by
Tiger Global II, 2,944,228 (represented by 736,057
American Depositary Shares, which may be exchanged into
common shares) are directly owned by Tiger Ltd. and 50,620
(represented by 12,655 American Depositary Shares, which
may be exchanged into common shares) are directly owned by
Tiger PIP II. Coleman is the managing member of each of
Tiger Global Management (the investment manager of each of
Tiger Global, Tiger Global II, Tiger Ltd. and Tiger PIP
II), Tiger Global Performance (the general partner of each
of Tiger Global and Tiger Global II) and Tiger PIP
Performance II (the general partner of Tiger PIP II) and
director of Tiger Ltd. and may be deemed to have sole
voting power with respect to such shares.
---------------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
7,580,628 shares (represented by 1,895,157 American
Depositary Shares, which may be exchanged into common
shares), of which 4,441,212 (represented by 1,110,303
American Depositary Shares, which may be exchanged into
common shares) are directly owned by Tiger Global, 144,568
(represented by 36,142 American Depositary Shares, which
may be exchanged into common shares) are directly owned by
Tiger Global II, 2,944,228 (represented by 736,057
American Depositary Shares, which may be exchanged into
common shares) are directly owned by Tiger Ltd. and 50,620
(represented by 12,655 American Depositary Shares, which
may be exchanged into common shares) are directly owned by
Tiger PIP II. Coleman is the managing member of each of
Tiger Global Management (the investment manager of each of
Tiger Global, Tiger Global II, Tiger Ltd. and Tiger PIP
II), Tiger Global Performance (the general partner of each
of Tiger Global and Tiger Global II) and Tiger PIP
Performance II (the general partner of Tiger PIP II) and
may be deemed to have sole dispositive power with respect
to such shares.
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
--------------------------------------------------------------------------------
Page 11 of 20
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,580,628
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 12 of 20
ITEM 1(A). NAME OF ISSUER
New Oriental Education & Technology Group Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
No. 6 Hai Dian Zhong Street
Haidian District
Beijing 100080, People's Republic of China
ITEM 2(A). NAME OF PERSONS FILING
This Statement is filed by Tiger Global Management, LLC, a
Delaware limited liability company ("Tiger Global
Management"), Tiger Global, L.P., a Delaware limited
partnership ("Tiger Global"), Tiger Global II, L.P., a
Delaware limited partnership ("Tiger Global II"), Tiger Global
Performance, LLC, a Delaware limited liability company ("Tiger
Global Performance"), Tiger Global, Ltd., a Cayman Islands
exempted company ("Tiger Ltd."), Tiger Global Private
Investment Partners II, L.P., a Cayman Islands limited
partnership ("Tiger PIP II"), Tiger Global PIP Performance II,
L.P., a Delaware limited liability company ("Tiger PIP
Performance II"), and Charles P. Coleman III ("Coleman"). The
foregoing entities and individual are collectively referred to
as the "Reporting Persons."
Tiger Global Management, the investment manager of Tiger
Global, Tiger Global II, Tiger Ltd. and Tiger PIP II, may be
deemed to have sole power to vote and sole power to dispose of
shares of the issuer directly owned by Tiger Global, Tiger
Global II, Tiger Ltd. and Tiger PIP II. Tiger Global
Performance, the general partner of Tiger Global and Tiger
Global II, may be deemed to have sole power to vote and sole
power to dispose of shares of the issuer directly owned by
Tiger Global and Tiger Global II. Tiger PIP Performance II,
the general partner of Tiger PIP II, may be deemed to have
sole power to vote and sole power to dispose of shares of the
issuer directly owned by Tiger PIP II. Coleman is the managing
member of Tiger Global Management, Tiger Global Performance
and Tiger PIP Performance II and director of Tiger Ltd. and
may be deemed to have sole power to vote and sole power to
dispose of shares of the issuer directly owned by Tiger
Global, Tiger Global II, Tiger Ltd. and Tiger PIP II.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE
The address for each of the Reporting Persons is:
Tiger Global Management, LLC
101 Park Avenue, 48th Floor
New York, NY 10178 USA
ITEM 2(C) CITIZENSHIP
Tiger Global Management, Tiger Global Performance and Tiger
PIP Performance II are Delaware limited liability companies.
Tiger Global and Tiger Global II are Delaware limited
partnerships. Tiger Ltd. is a Cayman Islands exempted company.
Tiger PIP II is a Cayman Islands limited partnership. Coleman
is a United States citizen.
ITEM 2(D)
AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
Common Shares
CUSIP # 647581107
ITEM 3. NOT APPLICABLE.
Page 13 of 20
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) AMOUNT BENEFICIALLY OWNED:
See Row 9 of cover page for each Reporting Person.
(b) PERCENT OF CLASS:
See Row 11 of cover page for each Reporting Person.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
See Row 5 of cover page for each Reporting
Person.
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
See Row 6 of cover page for each Reporting
Person.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
See Row 7 of cover page for each Reporting
Person.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
See Row 8 of cover page for each Reporting
Person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Under certain circumstances set forth in the limited
partnership agreements of Tiger Global, Tiger Global II and
Tiger PIP II, the general and limited partners of each of such
entities may be deemed to have the right to receive dividends
from, or the proceeds from, the sale of shares of the issuer
owned by each such entity of which they are a partner.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Page 14 of 20
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Page 15 of 20
SIGNATURES
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.
Dated: July 14, 2008
Tiger Global Management, LLC /s/ CHARLES P. COLEMAN III
----------------------------
Signature
Charles P. Coleman III
Managing Member
Tiger Global, L.P. /s/ CHARLES P. COLEMAN III
By Tiger Global Performance, LLC ----------------------------
Its General Partner Signature
Charles P. Coleman III
Managing Member
Tiger Global II, L.P. /s/ CHARLES P. COLEMAN III
By Tiger Global Performance, LLC ----------------------------
Its General Partner Signature
Charles P. Coleman III
Managing Member
Tiger Global Performance, LLC /s/ CHARLES P. COLEMAN III
----------------------------
Signature
Charles P. Coleman III
Managing Member
Tiger Global, Ltd. /s/ CHARLES P. COLEMAN III
----------------------------
Signature
Charles P. Coleman III
Director
Page 16 of 20
Tiger Global Private Investment Partners II, L.P. /s/ CHARLES P. COLEMAN III
By Tiger Global PIP Performance II, L.L.C. ----------------------------
Its General Partner Signature
Charles P. Coleman III
Managing Member
Tiger Global PIP Performance II, L.L.C. /s/ CHARLES P. COLEMAN III
----------------------------
Signature
Charles P. Coleman III
Managing Member
Charles P. Coleman III /s/ CHARLES P. COLEMAN III
----------------------------
Signature
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 17 of 20
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Exhibit A: Agreement of Joint Filing 18
Page 18 of 20
EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned hereby agree that a single Schedule 13G (or any
amendment thereto) relating to the Common Shares of New Oriental Education &
Technology Group Inc. shall be filed on behalf of each of the undersigned and
that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: July 14, 2008
Tiger Global Management, LLC /s/ CHARLES P. COLEMAN III
----------------------------
Signature
Charles P. Coleman III
Managing Member
Tiger Global, L.P. /s/ CHARLES P. COLEMAN III
By Tiger Global Performance, LLC ----------------------------
Its General Partner Signature
Charles P. Coleman III
Managing Member
Tiger Global II, L.P. /s/ CHARLES P. COLEMAN III
By Tiger Global Performance, LLC ----------------------------
Its General Partner Signature
Charles P. Coleman III
Managing Member
Tiger Global Performance, LLC /s/ CHARLES P. COLEMAN III
----------------------------
Signature
Charles P. Coleman III
Managing Member
Tiger Global, Ltd. /s/ CHARLES P. COLEMAN III
----------------------------
Signature
Charles P. Coleman III
Director
Page 19 of 20
Tiger Global Private Investment Partners II, L.P. /s/ CHARLES P. COLEMAN III
By Tiger Global PIP Performance II, L.L.C. ----------------------------
Its General Partner Signature
Charles P. Coleman III
Managing Member
Tiger Global PIP Performance II, L.L.C. /s/ CHARLES P. COLEMAN III
----------------------------
Signature
Charles P. Coleman III
Managing Member
Charles P. Coleman III /s/ CHARLES P. COLEMAN III
----------------------------
Signature