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As filed with the Securities and Exchange Commission on July 27, 2007
Registration No.333-136862
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
+1 212 250 9100
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, NY 10011
+1 212 664 1666
(Address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
Francis Fitzherbert-Brockholes Z. Julie Gao
White & Case LLP Latham & Watkins LLP
5 Old Broad Street 41st Floor, One Exchange Square
London EC2N 1DW 8 Connaught Place, Central
+44 20 7532 1400 Hong Kong
+852 2522 7886
It is proposed that this filing become effective
under Rule 466: [ ] immediately upon filing.
[ ] on (Date) at (Time)
If a separate registration statement has been filed to register the deposited
shares, check the following box: [ ]
This Post-Effective Amendment No.1 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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
("Receipt" or "American Depositary Receipt") included as Exhibits A and B to the
Supplemental Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective
Amendment No.1 to Registration Statement on Form F-6, which form of American
Depositary Receipt is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
LOCATION IN FORM OF AMERICAN
DEPOSITARY RECEIPT
ITEM NUMBER AND CAPTION FILED HEREWITH AS PROSPECTUS
--------------------------------------- -----------------------------------
1. Name of depositary and address Face of Receipt, Introductory
of its principal executive Article
office
2. Title of Receipts and identity of Face of Receipt, Introductory
deposited securities Article
Terms of Deposit:
(a) The amount of deposited Face of Receipt, Introductory
securities represented by Article upper right corner
one American Depositary Share
(b) The procedure for voting, Reverse of Receipt, Article 15
if any, the deposited
securities
(c) The collection and Reverse of Receipt, Article 13
distribution of dividends
(d) The transmission of Face of Receipt, Article 12,
notices, reports and proxy Reverse of Receipt, Articles 14
soliciting material and 15
(e) The sale or exercise of Face of Receipt, Articles 2 and 6,
rights Reverse of Receipt, Articles 13,
16 and 21
(f) The deposit or sale of Reverse of Receipt, Articles 13 and
securities resulting from 16
dividends, splits or plans of
reorganization
(g) Amendment, extension or Reverse of Receipt, Articles 20 and
termination of the deposit 21 (no provision for extension)
arrangements
(h) Rights of holders of Receipts Face of Receipt, Article 12
to inspect the transfer
books of the depositary and
the list
of holders of Receipts
(i) Restrictions upon the right Face of Receipt, Articles 2, 3
to deposit or withdraw the and 4
underlying securities
(j) Limitation upon the liability Face of Receipt, Articles 6 and 10,
of the depositary Reverse of Receipt, Articles 15,
16 17, 18 and 21
3. Fees and Charges Face of Receipt, Article 9
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Item 2. AVAILABLE INFORMATION
New Oriental Education & Technology Group Inc. (the "Company") is subject to the
periodic reporting requirements of the Securities Exchange Act of 1934, as
amended, and, accordingly, files certain reports with the United States
Securities and Exchange Commission (the "Commission"). These reports and other
information can be inspected and copied at public reference facilities
maintained by the Commission located at Judiciary Plaza, 100 F Street, N.E.,
Washington D.C. 20549, at the principal executive office of the Depositary (as
defined below) and, where made available by the Commission, on the Commission's
website (www.sec.gov).
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Form of Deposit Agreement by and among the Company, Deutsche Bank
Trust Company Americas as depositary (the "Depositary"), and all
Holders of American Depositary Shares evidenced by American Depositary
Receipts issued thereunder (the "Deposit Agreement"), including the
form of American Depositary Receipt to be issued thereunder, attached
as Exhibit A and B thereto. 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 and the Depositary (including the form of American
Depositary Receipt to be issued thereunder, attached as Exhibit A and
B thereto). Filed herewith as Exhibit (a)(2).
(c) 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 White & Case, counsel to the Depositary, as to the legality
of the securities being registered. Filed as Exhibit (d) to Form F-6
(File No. 333-136862), dated August 24, 2006 and incorporated herein
by reference.
(e) Certification under Rule 466. Not Applicable.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. Filed with Form F-6
(File No. 333-136862), dated August 24, 2006 and incorporated herein
by reference.
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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.
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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, certifies that is 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 No.1 to Registration Statement on Form F-6 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
London, United Kingdom, on July 27, 2007.
Legal entity created by the
Deposit Agreement for the issuance
of American Depositary Receipts
evidencing American Depositary
Shares, each representing 4 Common
Shares, par value $0.01 each, of
the Company.
DEUTSCHE BANK TRUST COMPANY
AMERICAS, solely in its capacity as
Depositary
By: /s/ Tom Murphy
------------------------------
Name: Tom Murphy
Title: Vice President
By: /s/ Jeff Margolick
------------------------------
Name: Jeff Margolick
Title: Director
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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 Post-Effective Amendment No.1 to Registration Statement on
Form F-6 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Beijing, People's Republic of China on July 27, 2007.
NEW ORIENTAL EDUCATION & TECHNOLOGY
GROUP INC.
By: /s/ Louis T . Hsieh
------------------------------
Name: Louis T. Hsieh
Title: Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No.1 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on July 27,
2007.
Name Title
--------------------------------------- ---------------------------------------
By: /s/ Michael Minhong Yu Chairman and Chief Executive Officer
---------------------------------- (Principal Executive Officer)
Name: Michael Minhong Yu
By: /s/ Louis T. Hsieh Chief Financial Officer
---------------------------------- (Principal Financial Officer)
Name: Louis T. Hsieh
By: /s/ Louis T. Hsieh Director of Finance and Controller
---------------------------------- (Principal Accounting Officer)
Name: Louis T. Hsieh as Attorney on
behalf of Ping Wei
By: /s/ Louis T. Hsieh Director
----------------------------------
Name: Louis T. Hsieh as Attorney on
behalf of Chenggang Zhou
By: /s/ Louis T. Hsieh Director
----------------------------------
Name: Louis T. Hsieh as Attorney on
behalf of Xiaohong Chen
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES OF THE REGISTRANT
Pursuant to the requirements of the Securities Act, the duly authorized
representative in the United States of the Registrant, has signed this
Post-Effective Amendment No.1 to Registration Statement on Form F-6 or amendment
thereto in Newark, Delaware on July 27, 2007.
PUGLISI & ASSOCIATES
Donald J. Puglisi, as authorized
representative
By: /s/ Donald J. Puglisi
-------------------------------
Name: Donald J. Puglisi
Title: Managing Director, Puglisi
& Associates
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INDEX TO EXHIBITS
Sequentially
Exhibit Number Numbered Page
-------------- ----------------------------------------------------------------
(a)(2) Supplemental Agreement to Deposit Agreement, dated as of
June 5, 2007, between the Company and the Depositary (including
the form of American Depositary Receipt to be issued thereunder,
attached as Exhibit A and B thereto).
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