Share Structure and Financial Reporting - The company has a total of 1,643,162,653 ordinary shares with a par value of $0.001 as of May 31, 2023[5] - The company is classified as a large accelerated filer according to the Securities Exchange Act rules[6] - The company follows U.S. Generally Accepted Accounting Principles (GAAP) for its financial statements[7] - The company's financial statements are consolidated under US GAAP, including the financial performance of its variable interest entities[9] - The company's financial data is presented in USD, with conversions based on exchange rates as of May 31, 2023[10] - The company's financial reporting currency is USD, with certain data converted for reader convenience[10] - The company's consolidated affiliated entities contributed 99.9%, 99.6%, and 99.5% of total net revenue for fiscal years 2021, 2022, and 2023 respectively[16] - The company's financial statements consolidate the financial performance of VIEs under U.S. GAAP[16] - The company's ability to consolidate financial statements under US GAAP may be impacted if penalties prevent it from directing activities or obtaining economic benefits from consolidated entities[113] Operational Structure and Subsidiaries - New Oriental Education & Technology Group Inc. operates through its Chinese subsidiaries, variable interest entities, and their affiliates in China[9] - The company operates in China through contractual arrangements with variable interest entities (VIEs) and their subsidiaries[16] - The company's Chinese subsidiaries and VIEs have entered into various contractual agreements, including equity pledge agreements, exclusive option agreements, and service agreements[17][18][19] - The company is considered the primary beneficiary of the VIEs due to the contractual arrangements[19] - New Oriental Education & Technology Group Inc. owns 100% of its key subsidiaries and variable interest entities as of May 31, 2023[20] - The company operates 79 schools in China through its subsidiaries[20] - Beijing Century Friendly Education Investment Co., Ltd. is 99% owned by the company's founder and executive chairman, Yu Minhong, and 1% owned by the executive president and CFO, Yang Zhihui[22] - The company's contractual arrangements with variable interest entities may not be as effective as direct ownership in providing operational control[22] - The company's Chinese operations rely on contractual arrangements, which are less effective than direct ownership in providing operational control[114] - The company operates in China through contractual arrangements with New Oriental China and its schools, which hold important assets for business operations[124] Regulatory and Legal Risks - The company faces risks related to the enforceability of its contractual arrangements with variable interest entities under Chinese regulations[23] - Changes in Chinese laws or regulations could lead to severe penalties or forced divestment of interests in certain businesses[23] - The company's American Depositary Shares and/or ordinary shares could significantly depreciate or become worthless if the variable interest entity structure is disallowed by Chinese regulators[23] - The company faces risks related to regulatory approvals for overseas offerings, antitrust actions, and data privacy regulations in China[24] - The company's operations and overseas financing activities require permits from Chinese regulatory authorities[25] - The company has obtained necessary licenses for its business operations in China, including ICP and EDI licenses[25] - The company is not currently required to undergo cybersecurity review by the Cyberspace Administration of China for overseas securities offerings[26] - The company must complete filing procedures with the China Securities Regulatory Commission for future overseas securities offerings[26] - The Chinese government has increased supervision and control over overseas listings and foreign investments[27] - Uncertainty exists regarding future regulatory approvals for overseas securities offerings in China[27] - Failure to obtain necessary approvals could result in penalties, including fines and suspension of operations[27] - The company faces risks from potential changes in college admissions and assessment exams in China and the US, which could reduce demand for its services[82] - The company may face penalties, refunds, or negative publicity if it fails to comply with regulations for tutoring services for grades 10-12[63] - The company could be required to cease tutoring services for grades 10-12, impacting its financial performance[63] - The company's smart learning systems and devices may be considered subject-based AST institutions, potentially leading to penalties, suspension of operations, or other regulatory actions if deemed non-compliant with the "Double Reduction" policy[65] - The company faces potential legal claims and disputes related to copyright infringement and unauthorized use of third-party names for marketing, which could lead to increased expenses and revenue loss[70] - The company has faced intellectual property infringement claims in the past, including a RMB 6.5 million damages payment in 2004[69] - The company is subject to Chinese laws and regulations governing data collection, storage, and privacy protection, with potential penalties for non-compliance[93] - The Data Security Law of the People's Republic of China, effective from September 2021, mandates security review procedures for data-related activities that may impact national security[94] - Network platform operators with over 1 million users' personal information must apply for cybersecurity review before listing overseas[94] - The Cybersecurity Review Measures, effective from February 2022, require critical information infrastructure operators to undergo cybersecurity review for procurement of network products and services[94] - The Personal Information Protection Law, effective from November 2021, defines personal information and sensitive personal information, imposing strict processing rules[95] - Data processors transferring important data or personal data overseas must undergo security assessments under the Data Export Security Assessment Measures, effective from September 2022[96] - Data processors transferring personal information of over 100,000 individuals or sensitive personal information of over 10,000 individuals since January 1 of the previous year must apply for security assessments[96] - The draft Data Security Management Regulations propose annual data security assessments for data processors handling "important data" or listing overseas[94] - The draft amendments to the Cybersecurity Law propose increased legal liabilities for violations of cybersecurity obligations by critical information infrastructure operators[94] - The scope of "critical information infrastructure operators" remains unclear, with potential additional obligations under Chinese cybersecurity laws[94] - The company has applied for security assessments for certain data transfers overseas under the Data Export Security Assessment Measures[96] - The company's business operations are currently in compliance with China's cybersecurity, data security, and personal data protection laws, but future regulations may become stricter and could lead to additional costs and liabilities[97] - The company faces potential fines and administrative measures if its advertising and promotional content violates Chinese laws and regulations, including restrictions on educational advertising[98] - The company cannot guarantee full compliance with all advertising and promotional content regulations, especially given increased government scrutiny[99] - The company may face legal disputes that could significantly impact its business, financial performance, and reputation[100] - The company is facing a putative shareholder class action lawsuit, which could significantly impact its business, financial condition, operating results, cash flow, and reputation[101] - The company may require additional funding for future development, including new business plans, investments, or acquisitions, but there is no guarantee it can secure financing on acceptable terms[102] - The company issued $300 million in 2.125% notes due in 2025, and failure to comply with the trust indenture or other debt agreements could lead to accelerated repayment and liquidity issues[103] - The company’s rental costs and ability to secure leases at desirable locations could significantly impact its business, with potential relocation costs and penalties for unregistered leases[104] - Some of the company’s leased properties do not fully comply with fire safety regulations, which could result in fines, relocation, and additional expenses[105] - Food safety and product quality are critical to the reputation and business success of Oriental Selection, with potential penalties for non-compliance with regulations[106] - The company's contractual arrangements with variable interest entities in China are subject to regulatory risks, potentially leading to severe penalties or loss of business interests[108] - Foreign ownership in value-added telecommunications services in China is restricted, with internet information service providers capped at 50% foreign ownership[109] - The company may be required to terminate contractual arrangements with its smart learning system entities if they are deemed as subject to the Double Reduction Policy[112] - The company could face penalties including license revocation, revenue confiscation, and operational restrictions if found in violation of Chinese laws or regulations[113] - The company’s operations may be significantly impacted by changes in Chinese laws, regulations, and policies governing private education, such as the "Double Reduction" policy[119] - The company’s use of seals (company, contract, and financial) is strictly controlled, with approvals required from legal, administrative, or financial departments to prevent misuse[118] - Misuse or unauthorized control of seals by designated legal representatives could disrupt the company’s normal business operations and require significant time and resources to resolve[118] - The company’s subsidiaries and New Oriental China may face restrictions on their ability to pay dividends or make other payments due to debt obligations or tax adjustments[120] - The company’s tax liabilities could increase if Chinese tax authorities adjust transfer pricing or impose penalties for underpaid taxes, negatively impacting net profits[119] - The company’s private schools must allocate a minimum of 25% of annual net profits or asset value increases to development funds, depending on their classification[120] - The company’s reliance on dividends and payments from its Chinese entities could limit its ability to invest, acquire, or fund its business operations[120] - Offshore holding company's ability to provide loans or additional capital to Chinese subsidiaries may be restricted by Chinese regulations and government currency exchange controls, potentially impacting liquidity and funding capabilities[121] - Loans to Chinese subsidiaries must comply with Chinese regulations, including registration with the State Administration of Foreign Exchange (SAFE) and adherence to statutory limits[121] - Capital injections into Chinese subsidiaries must be filed and reported to the Ministry of Commerce or its local departments, but are unlikely to fund New Oriental China and its schools due to regulatory constraints[122] - SAFE regulations (Circular No. 19 and No. 16) restrict the use of RMB converted from foreign currency registered capital, potentially limiting the company's ability to transfer foreign currency and impacting liquidity[122] - SAFE Circular No. 28 allows foreign-invested enterprises to use RMB converted from foreign currency for equity investments in China, provided it complies with applicable laws and the negative list for foreign investment[122] - Chinese laws and regulations may continue to limit the use of proceeds from overseas offerings, potentially affecting the company's ability to capitalize its Chinese business[123] - Bankruptcy or liquidation proceedings involving New Oriental China or its schools could result in the loss of assets, reducing operational scale and impacting revenue generation[124] - Changes in China's economic, political, or social conditions, or government policies, could significantly impact the company's business, financial condition, and operating results[126] - China's economic growth has slowed since 2010, with COVID-19 negatively impacting the economy in 2022[127] - Global economic recession and geopolitical tensions could adversely affect the company's financial performance and access to financing[128] - Uncertainties in China's legal system and regulatory changes may pose risks to the company's operations[129] - Increased Chinese government oversight of overseas listings could lead to significant adverse changes in the company's operations and stock value[130] - Future regulatory approvals for overseas securities offerings may be delayed or denied, impacting the company's ability to raise capital[131] - The company may face significant uncertainty regarding the classification of its contractual arrangements as foreign investment under the PRC Foreign Investment Law, potentially requiring the termination of existing arrangements or sale of related business operations[132] - Non-compliance with Chinese internet content regulations could lead to penalties, license revocation, and website closures, adversely affecting the company's operations and reputation[133] - The company must obtain multiple licenses and permits for its education and e-commerce businesses, including ICP, food operation, publication operation, and performance operation licenses[134] - The company is required to comply with various health, safety, and food regulations, and failure to obtain or renew necessary licenses could result in fines, legal sanctions, or service suspension[135] - Chinese residents establishing offshore special purpose companies must register with the State Administration of Foreign Exchange, and failure to do so may limit the company's ability to inject capital into its Chinese subsidiaries or repatriate profits[136] - The company must submit applications to the State Administration of Foreign Exchange (SAFE) for employees participating in equity incentive plans, with no guarantee of approval[138] - Non-compliance with SAFE regulations could result in fines, legal sanctions, and restrictions on employees' ability to exercise stock options or repatriate funds[138] - The company's offshore offerings may require approval from the China Securities Regulatory Commission (CSRC) or other government agencies, with uncertain timelines[138] - Acquisitions in China are subject to complex procedures under the Anti-Monopoly Law and may face delays in obtaining necessary approvals[138] - Overseas investments by Chinese-controlled entities exceeding $300 million in non-sensitive projects must report to the National Development and Reform Commission (NDRC)[139] - The company must comply with new CSRC regulations for overseas securities issuance and listing, including filing requirements for future offerings[140] - The company is required to establish a confidentiality and archive management system for overseas securities issuance under new CSRC rules[140] - Rising labor costs in China may significantly impact the company's profitability and operating performance[142] - The company is required to contribute to government-mandated employee welfare programs, including social insurance and housing funds, based on a percentage of employee salaries[143] - Chinese government controls on currency exchange may limit the company's ability to pay dividends to foreign shareholders[144] - Fluctuations in the RMB exchange rate could have a material adverse effect on the company's revenue, earnings, and financial condition[145] - Limited availability of hedging tools in China to mitigate foreign exchange risk[146] - Potential regulatory penalties or sanctions if the company fails to obtain necessary approvals or complete required filings for overseas issuances[141] - The company may face fines, late fees, or legal sanctions if it fails to make sufficient employee welfare payments[143] - Future restrictions on foreign currency access could hinder the company's ability to meet its currency needs[144] - The company currently has no hedging transactions in place to mitigate foreign exchange risk[146] - Regulatory uncertainty or negative reports regarding approval requirements could adversely affect the company's business and stock price[141] - The company faces uncertainty in obtaining and maintaining necessary licenses for its online business in China, particularly regarding internet audio-visual programs, broadcasting, and online education activities[153] - The company has re-submitted or is in the process of re-submitting filings for its educational mobile applications to comply with the "Double Reduction" policy[153] - The company may need additional or updated ICP licenses to cover all its current telecommunications services due to potential changes in regulatory interpretations[153] - The company's live-streaming e-commerce business through Dongfang Zhenxuan does not require an internet culture business license as it primarily involves agricultural product sales[153] - The company could face penalties, legal sanctions, or suspension of online tutoring services if it fails to obtain required licenses or permits[154] - PCAOB's inability to inspect the company's auditors in China previously deprived investors of the benefits of such inspections[155] - The company's American Depositary Shares (ADS) could be delisted from U.S. exchanges if PCAOB is unable to inspect its auditors for two consecutive years[155] - PCAOB removed China and Hong Kong from the list of jurisdictions where it cannot inspect or investigate registered public accounting firms, and the company expects not to be identified as a Commission-Identified Issuer under HFCAA after submitting its Form 20-F for the fiscal year ending May 31, 2023[156] - If the company is identified as a Commission-Identified Issuer under HFCAA for two consecutive years, its securities will be prohibited from trading on U.S. national securities exchanges or over-the-counter markets, severely impacting its ability to raise funds[156] - Overseas regulators may face difficulties conducting investigations or obtaining evidence within China due to legal procedures and the lack of effective cooperation mechanisms with U.S. securities regulators[157] - The company’s ADS and ordinary shares have experienced significant price volatility, with ADS closing prices ranging from $12.60 to $58.70 on the NYSE and ordinary shares ranging from HK$10.10 to HK$46.40 on the HKEX between June 1, 2022, and September 21, 2023[160] - The company’s organizational bylaws include provisions that differ from HKEX rules, such as requiring at least one-third of total voting rights to convene an extraordinary general meeting, which was revised to align with HKEX rules in March 2021[158] - If 55% or more of the global trading volume of the company’s ordinary shares and ADS in the most recent fiscal year occurs on the HKEX, the company will be considered dual-primary listed and lose certain exemptions, potentially increasing compliance costs[159] - The trading market of the company's ordinary shares and/or American Depositary Shares (ADS) may be negatively impacted by downgrades or cessation of coverage by securities or industry analysts, potentially leading to price and volume declines[161] - ADS holders have fewer rights compared to ordinary shareholders and must exercise their rights through the depositary, which may result in delayed or missed voting opportunities[162] - ADS holders may have limited participation in future rights offerings, potentially leading to equity dilution[163] - ADS transfers may be subject to restrictions by the depositary, including closure of transfer books or refusal to register transfers under certain circumstances[164] - Judgments obtained by shareholders against the company may not be enforceable due to the company's incorporation in the Cayman Islands and primary operations in China[165] - The recognition and enforcement of foreign judgments in China are subject to treaties or reciprocity principles, and there is no such treaty between China and the United States[166] - Shareholders of the company, as a Cayman Islands exempted company, may have more limited rights compared to shareholders of companies incorporated in the United States or Hong Kong[167] - The company's articles of association include anti-takeover provisions that may adversely affect the rights of ordinary shareholders and ADS holders[168] - The company is classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes as of May 31, 2023, potentially leading to significant tax consequences for U.S. holders of ADS or ordinary shares[169] - Differences between Hong Kong and U.S. capital markets may adversely impact the trading prices of the company's ordinary shares and/or ADS[170] - Exchange between ordinary shares and ADS may negatively affect liquidity and/or trading prices of both securities[171] - Delays in exchanging ordinary shares for ADS (or vice versa) may prevent investors from settling or selling their securities during the delay period[172] - The company's ordinary shares may not maintain an active trading market on the Hong Kong Stock Exchange, potentially leading to significant price volatility[173] - The current total stamp duty rate for transferring shares in Hong Kong is 0.2%, with 0.1% paid by each of the buyer and seller[174] - The company repurchased 952,000 ADS at a total cost of $56.0 million, with a weighted average repurchase price of $58.78 per ADS[177] - The company issued $300 million of 2.125% notes due in 2025, with net proceeds of

Revenue and Profit Growth - Net revenue for Q4 FY2023 increased by 64.2% YoY to $860.6 million[3] - Operating profit for Q4 FY2023 rose by 145.5% YoY to $48.1 million[3] - Net income attributable to New Oriental for Q4 FY2023 increased by 115.3% YoY to $29.0 million[3] - Non-GAAP operating profit for Q4 FY2023 surged by 202.2% YoY to $78.6 million[4] - Net revenue for FY2023 decreased by 3.5% YoY to $2,997.8 million[5] - Operating profit for FY2023 improved by 119.3% YoY to $190.0 million[5] - Net income attributable to New Oriental for FY2023 increased by 114.9% YoY to $177.3 million[5] - Revenue for Q4 2023 increased by 64.2% YoY to $860.6 million, driven by new education businesses and self-operated products and live e-commerce from Dongfang Zhenxuan[10] - Net revenue for the quarter ending May 31, 2023, was $860.571 million, a significant increase from $524.023 million in the same period last year[24] - Operating profit for the quarter was $48.054 million, compared to an operating loss of $105.649 million in the previous year[24] - Net profit attributable to New Oriental shareholders was $28.959 million, a turnaround from a net loss of $189.302 million in the same period last year[24] - Non-GAAP operating profit for the quarter was $78.592 million, compared to a non-GAAP operating loss of $76.865 million in the previous year[26] - Net revenue for the fiscal year ending May 31, 2023, was $2,997.76 million, a decrease from $3,105.25 million in the previous year[30] - Operating profit for the fiscal year ending May 31, 2023, was $190.05 million, compared to an operating loss of $982.51 million in the previous year[30] - Net profit attributable to New Oriental shareholders was $177.34 million, a significant improvement from a net loss of $1,187.72 million in the previous year[30] Operating Margins and Profitability - GAAP operating margin for Q4 2023 was 5.6%, compared to -20.2% in the same period last year[11] - Non-GAAP operating margin for Q4 2023 was 9.1%, compared to -14.7% in the same period last year[11] - The company's operating profit margin improved to 5.6%, with a non-GAAP operating profit margin of 9.1%[26] - Non-GAAP operating profit margin improved to 9.3% from -27.4% in the previous year[32] Cash Flow and Financial Position - Net operating cash flow for Q4 2023 was approximately $421.6 million[13] - Total cash, cash equivalents, time deposits, and short-term investments amounted to approximately $4.5 billion as of the end of Q4 2023[13] - Deferred revenue balance increased by 43.4% YoY to $1,337.6 million at the end of Q4 2023[13] - Cash and cash equivalents increased to $1,662,982 thousand as of May 31, 2023, compared to $1,148,637 thousand as of May 31, 2022[22] - Restricted cash, current, was reported at $110,892 thousand as of May 31, 2023, compared to none in the previous year[22] - Short-term investments decreased to $1,477,843 thousand as of May 31, 2023, from $1,902,254 thousand as of May 31, 2022[22] - Total current assets slightly decreased to $4,413,887 thousand as of May 31, 2023, from $4,473,959 thousand as of May 31, 2022[22] - Property and equipment, net, decreased to $359,760 thousand as of May 31, 2023, from $402,690 thousand as of May 31, 2022[22] - Goodwill increased to $105,514 thousand as of May 31, 2023, from $70,803 thousand as of May 31, 2022[22] - Long-term investments decreased to $399,585 thousand as of May 31, 2023, from $437,919 thousand as of May 31, 2022[22] - Deferred tax assets, net, increased significantly to $55,933 thousand as of May 31, 2023, from $20,038 thousand as of May 31, 2022[22] - Total assets increased to $6,392,458 thousand as of May 31, 2023, from $6,034,666 thousand as of May 31, 2022[22] - Total liabilities increased to $2.57767 billion as of May 31, 2023, from $2.241142 billion in the previous year[23] - Deferred revenue increased to $1.33763 billion, up from $933.062 million in the previous year[23] - Cash, cash equivalents, and restricted cash at the end of the quarter were $1.805427 billion, up from $1.194527 billion in the previous year[29] - Operating cash flow for the quarter was $421.609 million, a significant increase from $29.347 million in the same period last year[29] - Cash flow from operating activities was $971.01 million, a substantial increase from a negative cash flow of $1,280.45 million in the previous year[35] - Total cash, cash equivalents, and restricted cash at the end of the fiscal year was $1,805.43 million, up from $1,194.53 million at the beginning of the year[35] Business Expansion and Operations - Total number of schools and learning centers increased to 748 as of May 31, 2023, up by 36 from February 28, 2023[7] - Total number of schools reached 85 as of May 31, 2023[7] - Non-academic tutoring business expanded to approximately 60 cities, attracting 629,000 student enrollments in the quarter[8] - Active paying users for the intelligent learning system and devices reached 99,000 in approximately 60 cities[8] Earnings and Shareholder Metrics - Basic earnings per ADS for the fiscal year ending May 31, 2023, were $1.06, compared to a loss of $7.00 per ADS in the previous year[30] - Non-GAAP basic earnings per ADS were $1.54, compared to a loss of $6.17 in the previous year[33] - Non-GAAP net profit attributable to New Oriental shareholders was $62.091 million, compared to a non-GAAP net loss of $160.339 million in the previous year[26] Costs and Expenses - Total operating costs and expenses decreased to $2,807.71 million from $4,087.76 million in the previous year[30] - Share-based compensation expenses decreased to $89.79 million from $132.97 million in the previous year[34] Future Outlook - For Q1 2024, the company expects net revenue to be between $983.2 million and $1,005.5 million, representing a YoY increase of 32% to 35%[16] Corporate Events - The company will hold its earnings conference call for the fourth quarter of fiscal year 2023 on July 26, 2023, at 8:00 AM Eastern Time[17]

香港交易及結算所有限公司及香港聯合交易所有限公司（「香港聯交所」）對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因倚賴該等內容而引致 的任何損失承擔任何責任。 NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. 新 東 方 教 育 科 技（ 集 團 ）有 限 公 司 * （於開曼群島存續的有限公司） （股份代號：9901） 截 至 2023 年 2 月 28 日 止 第 三 季 度 的 未 經 審 核 財 務 業 績 我們謹此公佈截至2023年2月28日止第三財政季度的未經審核業績（「財務業績」）。財務 業績在香港聯交所網站(www.hkexnews.hk )及我們的網站(http://investor.neworiental.org/ )可供 查閱。 承董事會命 New Oriental Education & Technology Group Inc. 新東方教育科技（集團）有限公司* 主席 俞敏洪先生 中國北京，2023年4月19日 ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「香港聯交所」）對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因倚賴該等內容而引致 的任何損失承擔任何責任。 NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. 新 東 方 教 育 科 技（ 集 團 ）有 限 公 司 * （於開曼群島存續的有限公司） （股份代號：9901） 截 至 2022 年 11 月 30 日 止 第 二 季 度 的 未 經 審 核 財 務 業 績 我們謹此公佈截至2022年11月30日止三個月及六個月的未經審核業績（「中期業績」）。 本公告乃根據《香港聯合交易所有限公司證券上市規則》第13.48(1)條作為截至2022年 11月30日 止 六 個 月 的 中 期 報 告 提 供 予 我 們 的 股 東。中 期 業 績 在 香 港 聯 交 所 網 站 (www.hkexnews.hk )及我們的網站(http://investor.neworiental.org/ )可供查閱。 承董事會命 New Oriental Educatio ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「香港聯交所」）對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因倚賴該等內容而引致 的任何損失承擔任何責任。 NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. 新 東 方 教 育 科 技（ 集 團 ）有 限 公 司 * （於開曼群島存續的有限公司） （股份代號：9901） 截 至 2022 年 8 月 3 1 日止第一季度的 未經審核財務業績 我們謹此公佈截至2022年8月31日止第一個財政季度的未經審核業績（「財務業績」）。財 務業績在香港聯交所網站( www.hkexnews.hk )及我們的網站( http://investor.neworiental.org/ ) 可供查閱。 承董事會命 New Oriental Education & Technology Group Inc. 新東方教育科技（集團）有限公司* 主席 俞敏洪先生 中國北京，2022年10月26日 於本公告日期，本公司董事會包括董事俞敏洪先生、周成剛先生及謝東螢先生；以及獨立董 ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「香港聯交所」）對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因倚賴該等內容而引致 的任何損失承擔任何責任。 NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. 新 東 方 教 育 科 技（ 集 團 ）有 限 公 司 * （於開曼群島存續的有限公司） （股份代號：9901） 2022 財年年報 我們欣然發佈我們截至2022年5月31日止財政年度的年報，當中載有我們於本報告期間 的經審核全年業績。本文件乃根據《香港聯合交易所有限公司證券上市規則》第13.46(2) 條作為我們的年報提供予我們的股東。本文件在香港聯交所網站( www.hkexnews.hk )及我 們的網站( http://investor.neworiental.org/ )可供查閱。 目錄概要： A節：表格20-F的摘錄部分 2 — 表格20-F的摘錄章節 3 — 附件8.1 140 B節：獨立核數師報告 141 — 獨立核數師報告 143 — 2022財年的綜合財務報表 146 — 綜 ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「香港聯交所」）對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因倚賴該等內容而引致 的任何損失承擔任何責任。 NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. 新 東 方 教 育 科 技（ 集 團 ）有 限 公 司 * （於開曼群島存續的有限公司） （股份代號：9901） 截 至 2022 年 2 月 2 8 日止第三季度的 未經審核財務業績 我們謹此公佈截至2022年2月28日止第三財政季度的未經審核業績（「財務業績」）。財務 業績在香港聯交所網站(www.hkexnews.hk)及我們的網站(http://investor.neworiental.org/)可供 查閱。 承董事會命 New Oriental Education & Technology Group Inc. 新東方教育科技（集團）有限公司 主席 俞敏洪先生 中國北京，2022年4月26日 於本公告日期，本公司董事會包括董事俞敏洪先生、周成剛先生及謝東螢先生；以及獨立董事李彥宏先生、 ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「香港聯交所」）對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因倚賴該等內容而引致 的任何損失承擔任何責任。 NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. 新東方教育科技（集團）有限公司 * （於開曼群島存續的有限公司） （股份代號：9901） 截 至 2021 年 1 1 月 3 0 日止六個月的 未經審核財務業績 我們謹此公佈截至2021年11月30日止六個月的未經審核業績（「中期業績」）。本公告乃根 據《香港聯合交易所有限公司證券上市規則》第13.48(1)條作為截至2021年11月30日止六個 月的中期報告提供予我們的股東。中期業績在香港聯交所網站(www.hkexnews.hk)及我們 的網站(http://investor.neworiental.org/)可供查閱。 承董事會命 New Oriental Education & Technology Group Inc. 新東方教育科技（集團）有限公司* 主席 俞敏洪先生 中國北京，2 ...

Share Structure and Listing - The company reported a total of 1,690,082,150 ordinary shares with a par value of $0.001 each as of May 31, 2021[5] - The company's American Depositary Shares (ADS) are listed on the New York Stock Exchange under the ticker symbol "EDU"[3] - The company's American Depositary Shares (ADS) ratio changed from 1 ADS representing 4 ordinary shares to 1 ADS representing 1 ordinary share on August 18, 2011, with this change reflected retroactively in the annual report[9] - The company's ADS holders may have fewer rights compared to ordinary shareholders, including limited voting rights and potential delays in receiving voting materials[116] - ADS holders may face limited participation in future rights offerings, potentially leading to equity dilution[117] - The company's ADS may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect auditors located in China, which could significantly adversely affect the value of investors' holdings[22] - The company's American Depositary Shares (ADS) and ordinary shares have experienced significant price volatility, with ADS prices ranging from $1.70 to $19.68 and ordinary shares ranging from HK$13.50 to HK$154.10 between June 2020 and September 2021[114] - The company's ADS and ordinary shares have experienced and may continue to experience significant price volatility, potentially causing substantial losses for shareholders[23] - The company's American Depositary Shares (ADS) may be subject to transfer restrictions, and the depositary may refuse to deliver or transfer ADS under certain circumstances[118] Financial Performance and Reporting - The company's financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP)[6] - The company's internal control over financial reporting was deemed effective by its registered public accounting firm[6] - The company's annual report includes audited consolidated financial statements for the fiscal year ended May 31, 2021[1] - The company's annual report is available on the Hong Kong Stock Exchange website and the company's investor relations website[1] - New Oriental Education & Technology Group Inc. reported selected consolidated financial data for fiscal years ending May 31, 2019, 2020, and 2021, with audited financial statements included in the annual report[13] - The company's financial statements are presented in USD, with certain financial data converted to USD for convenience using exchange rates of RMB 6.3674 to USD 1.00 and HKD 7.7610 to USD 1.00 as of May 28, 2021[9] - Net revenue from education courses and services increased from $1,608,954 thousand in 2017 to $3,936,969 thousand in 2021, representing a growth of approximately 145% over five years[14] - Total net revenue grew from $1,799,509 thousand in 2017 to $4,276,539 thousand in 2021, an increase of approximately 138%[14] - Operating income fluctuated over the years, peaking at $399,003 thousand in 2020 before dropping to $117,266 thousand in 2021[14] - Net profit attributable to shareholders decreased from $274,457 thousand in 2017 to $334,414 thousand in 2021, with a notable drop in 2021 compared to 2020[14] - Total assets increased significantly from $2,924,979 thousand in 2017 to $10,151,053 thousand in 2021, reflecting substantial growth in the company's asset base[17] - Cash and cash equivalents grew from $641,018 thousand in 2018 to $1,612,211 thousand in 2021, indicating improved liquidity[17] - Total liabilities rose from $1,204,901 thousand in 2017 to $5,132,877 thousand in 2021, reflecting increased financial obligations[17] - The company recorded goodwill impairment losses of $5.2 million in FY2019, $0 in FY2020, and $28.9 million in FY2021, along with $2.9 million in intangible asset impairment losses in FY2021[49] - The company reported a fair value loss of $3.8 million on long-term investments in FY2021, including a $5.5 million loss from its investment in Beijing Shangde[50] - The company's deferred revenue is subject to future performance obligations and may not represent actual revenue in future periods[48] - The company's financial and operating performance may not meet market expectations due to factors such as economic conditions, regulatory changes, and consumer behavior shifts[47] Regulatory and Legal Risks - The company faces significant risks related to regulatory changes in China's private education sector, particularly the "Double Reduction" policy, which has adversely impacted its business and financial performance[20] - The company's business, financial condition, and operating performance may be significantly adversely affected by changes in China's economic, political, or social conditions or government policies[22] - The company's ability to provide or continue to provide securities to investors may be severely restricted or completely hindered by Chinese government regulations, potentially leading to a significant decline in the value of such securities[22] - The company's operations and the value of its American Depositary Shares (ADS) may be significantly adversely affected by uncertainties in China's legal system, including risks related to law enforcement and rapidly evolving regulations[22] - The company's business, financial condition, and operating performance, as well as its ability to obtain financing, may be adversely affected by global or Chinese economic downturns[22] - The company's ADS may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect auditors located in China, which could significantly adversely affect the value of investors' holdings[22] - The company's business, financial condition, and operating performance have been and will continue to be significantly adversely affected by compliance with China's "Double Reduction" policy and its implementation measures[24][25][26] - The company has ceased providing academic tutoring services during national holidays, weekends, and school holidays, and may take further actions, including closing some learning centers and layoffs, to comply with regulations[26] - The company may face fines, penalties, or be required to immediately terminate certain operations due to regulatory non-compliance, which could further adversely affect its business, financial condition, and operating performance[26] - The company may incur significant impairment and severance costs related to lease terminations, employee dismissals, and other actions taken in response to regulatory developments, which could adversely affect its financial condition, operating performance, and prospects[26] - The revised "Private Education Promotion Law" prohibits social organizations and individuals from controlling private schools providing compulsory education or non-profit private schools offering preschool education through mergers or control agreements[27] - Off-campus tutoring institutions must comply with regulations including course material filing, class scheduling restrictions, and teacher qualification requirements[28] - The company's revenue may decline if it fails to attract students without significantly reducing course fees[29] - The company's business heavily relies on the "New Oriental" brand, and failure to maintain or enhance it could harm operations and performance[30] - The company depends on a qualified and dedicated teaching staff, and failure to maintain consistent teaching quality could negatively impact its brand and business[31] - The company's corporate structure, involving Cayman Islands registration and variable interest entities in China, poses legal and regulatory risks that could affect its operations and investor interests[21] - The company's ability to enforce share pledge agreements with variable interest entity (VIE) shareholders may be limited under Chinese law, with registered pledged equity amounts totaling RMB 50,000,000 for New Oriental China[74][75] - The company's contractual arrangements with VIEs and their shareholders are governed by Chinese law, and disputes must be resolved through arbitration or Chinese courts, which may limit enforcement capabilities[73] - The company's consolidated affiliated entities contributed 99.9% of total net revenue in fiscal year 2021, highlighting the critical importance of these arrangements to its financial performance[73] - The company may face challenges in enforcing its rights under share pledge agreements if Chinese courts determine that the registered pledged equity amounts represent the full collateral value, potentially leaving additional obligations unsecured[75] - The company's ability to direct the activities of consolidated affiliated entities and consolidate their financial results under U.S. GAAP could be jeopardized if contractual arrangements are not enforceable[73] - The company's reliance on contractual arrangements with VIEs and their shareholders exposes it to potential legal disputes and enforcement risks under Chinese law[73] - The company's Chinese operations are subject to regulatory risks, including potential restructuring requirements or restrictions on the use of proceeds from future offerings to fund its business in China[72] - The company's ability to operate private schools may be significantly impacted by changes in Chinese laws, regulations, and policies, such as the "Double Reduction" policy[78] - Contractual arrangements with consolidated affiliated entities may be subject to scrutiny by Chinese tax authorities, potentially leading to additional tax liabilities and penalties[79] - The company depends on dividends and distributions from its wholly-owned subsidiaries to meet cash and financing needs, which could be adversely affected if payment capabilities are restricted[79] - The company relies on dividends from its wholly-owned subsidiaries in China and service fees, license fees, and other payments from New Oriental China and its schools and affiliated companies to meet its cash needs, including any potential debt obligations[80] - Chinese regulations require subsidiaries to allocate at least 10% of post-tax profits (if any) to statutory reserves until the reserve reaches 50% of registered capital, and further allocations may be required for employee welfare funds[80] - Private schools in China must allocate a minimum of 25% of annual net profits to development funds if they seek reasonable returns, or 25% of the annual increase in net asset value if they do not seek reasonable returns[80] - Loans provided by the company to its Chinese subsidiaries or New Oriental China and its schools and affiliated companies must comply with Chinese regulations, including registration with the State Administration of Foreign Exchange (SAFE)[81] - The company may face restrictions on providing loans or additional capital injections to its Chinese subsidiaries due to Chinese regulations on offshore holding companies and currency exchange controls[81] - Foreign-invested enterprises in China are subject to restrictions on the use of RMB funds converted from foreign currency registered capital, which may limit the company's ability to fund or expand its business in China[82] - The company's ability to use proceeds from offshore offerings for its Chinese operations may be restricted by Chinese laws and regulations, potentially impacting liquidity and business expansion[83] - The company operates most of its business in China through contractual arrangements with New Oriental China and its schools and affiliated companies, which hold critical assets for its operations[83] - The company does not hold priority security interests or liens over the assets of New Oriental China, which could pose risks in the event of involuntary liquidation[83] - The company closely monitors the operations and finances of New Oriental China to mitigate risks of involuntary liquidation and ensure sufficient capital[83] - The company can enforce the transfer of all equity of New Oriental China to a designated entity if shareholders attempt to liquidate without prior consent[84] - New Oriental China shareholders are restricted from distributing dividends or retained earnings without the company's approval[84] - The company's operations are significantly influenced by China's political, economic, and social conditions, with potential adverse effects from government policies[85] - China's economic growth has slowed since 2010, and COVID-19 may continue to negatively impact the economy, potentially reducing demand for the company's products and services[85] - The Chinese government's significant oversight and discretionary power over the company's operations could lead to adverse changes in its business and ADS value[86] - Additional industry-wide regulations or government actions could severely limit the company's ability to offer securities, potentially causing a significant decline in its stock value[86] - The company's business, financial condition, and ability to obtain financing may be adversely affected by a global or Chinese economic recession[87] - Uncertainties in China's legal system, including the interpretation and enforcement of new laws, could negatively impact the company's operations[88] - Legal proceedings in China may be prolonged, costly, and divert resources and management attention from business operations[88] - The implementation and interpretation of the Foreign Investment Law may impact the company's structure, governance, and operations, potentially requiring adjustments to existing contractual arrangements or even divestment of certain business operations[89] - Internet content regulations in China could lead to penalties, license revocation, or website closures if the company's online platforms are found in violation, affecting operations and reputation[90] - The company must obtain and maintain multiple licenses and permits for its education and training services in China, with non-compliance risking fines, revenue forfeiture, or operational suspension[90] - Chinese regulations on overseas special purpose companies may restrict the company's ability to inject capital into its Chinese subsidiaries or repatriate profits, potentially impacting financial operations[91] - Regulatory uncertainties around employee participation in equity incentive plans could limit the company's ability to grant stock awards to Chinese employees, affecting talent retention[92] - Foreign acquisitions in China are subject to complex procedures under the M&A regulations and other Chinese laws, potentially hindering the company's growth through acquisitions[93] - Overseas investments by Chinese-controlled entities must comply with NDRC's approval, filing, and reporting requirements, with sensitive projects requiring pre-approval[94] - Rising labor costs in China, including wages and employee benefits, are expected to continue increasing, potentially impacting profitability[95] - The company's ability to pay dividends in foreign currency may be restricted due to China's foreign exchange controls[96] - Fluctuations in the RMB exchange rate against foreign currencies, particularly the USD, could significantly impact the company's revenue, profits, and stock value[97] - Limited availability of hedging tools in China to mitigate foreign exchange risks, with potential losses exacerbated by foreign exchange control regulations[98] - The company's six wholly-owned subsidiaries in China, including Beijing Zhiyu Jiaye Software Technology Co., Ltd. and Beijing Dingshixing Education Consulting Co., Ltd., qualify as "High-Tech Enterprises" and are eligible for a preferential corporate income tax rate of 15%[99] - Four of the company's wholly-owned subsidiaries in China, including Beijing Jinghong Software Technology Co., Ltd. and Beijing Zhiyuan Hangcheng Software Technology Co., Ltd., qualify as "Software Enterprises" and are exempt from corporate income tax for the first two profitable years, followed by a reduced tax rate of 12.5% for the next three years[99] - The company's actual effective tax rates for the fiscal years ending May 31, 2019, 2020, and 2021 were 26.96%, 27.46%, and 26.53%, respectively[100] - As of May 31, 2021, 11 of the company's schools have chosen to operate as non-profit schools, while 31 have chosen to operate as for-profit schools[100] - The termination of preferential tax treatments currently enjoyed by the company, particularly in major cities, could lead to an increase in the effective tax rate, resulting in higher income tax expenses and reduced net profits[100] - The company may be classified as a "resident enterprise" under Chinese tax law, potentially requiring it to pay Chinese income tax on its global income and withhold taxes on dividends paid to non-Chinese shareholders and ADS holders[100] - Foreign enterprises established outside China but with "effective management institutions" in China may be classified as "resident enterprises" and subject to a unified corporate income tax rate of 25%[101] - The State Taxation Administration has issued notices clarifying the criteria for determining "resident enterprise" status, including the location of senior management, financial decision-making, and key assets[101] - Overseas-registered, Chinese-controlled enterprises classified as "resident enterprises" must submit classification applications to local tax authorities and are subject to taxation on dividends, profits, and other equity investment income[101] - The company may be considered a Chinese resident enterprise, subject to a 25% corporate income tax rate on global income, potentially increasing tax burden and impacting cash flow and profitability[102] - Dividends received by non-Chinese investors may be subject to a 10% withholding tax if the company is deemed a Chinese resident enterprise[102] - Dividends from Chinese subsidiaries to non-resident enterprises are subject to a maximum withholding tax rate of 20%, reduced to 10% by the State Council[103] - Dividends paid to Hong Kong entities under the double taxation arrangement may be subject to a 5% withholding tax if certain conditions are met[103] - Indirect transfers of Chinese resident enterprise equity by non-resident enterprises may be reclassified and subject to a 10% withholding tax under Bulletin 7[104] - The company faces uncertainty regarding the application of Bulletin 7 and Bulletin 37, which may require significant resources to comply with or determine tax obligations[104] - The company's online education services may require specific licenses, and failure to obtain or maintain these licenses could result in fines, legal sanctions, or suspension of services[105] - The definition of "audio-visual programs" and "broadcast television programs" is ambiguous, creating uncertainty about whether the company's online courses require specific licenses[105] - The company's U.S. depositary shares may be delisted under the Holding Foreign Companies Accountable Act (HFCAA) if PCAOB cannot inspect auditors located in China, potentially adversely affecting investment value[106] - The HFCAA requires the SEC to prohibit trading of the company's securities if it determines that the company has submitted audit reports for three consecutive years (starting from 2021) from auditors not inspected by PCAOB[106] - The U.S. Senate passed a bill on June 22, 2021, which, if enacted, would reduce the required consecutive non-inspection years for delisting from three to two under the HFCAA[106] - PCAOB cannot fully evaluate the audit and quality control procedures of the company's independent registered public accounting firm due to its inability to conduct inspections in China[107] - In 2013, PCAOB established a cooperation framework with Chinese regulators for document exchange related to investigations, but joint inspections of audit firms in China remain unresolved[108] - The SEC's administrative proceedings against China's "Big Four" accounting firms (including the company's auditor) could result in financial statements being deemed non-compliant with securities laws[109] - If the SEC restarts administrative proceedings, U.S.-listed companies with major China operations may face difficulties retaining auditors, potentially leading to delisting[110] - Overseas regulators face significant challenges in conducting investigations or evidence collection within China due to legal and practical barriers[111] - China's new regulations on cracking down on securities violations, issued on July 6, 2021, may impose additional requirements on overseas-listed Chinese companies[112] - The company's compliance costs may increase if its shares are deemed to have a dual primary listing in Hong Kong, requiring potential revisions to its corporate structure and articles of association[113] - Shareholders may face challenges enforcing judgments against the company due to its Cayman Islands incorporation and primary operations in China, as Cayman Islands and Chinese laws may not enforce foreign judgments[119] - Chinese courts may not recognize or enforce U.S. court judgments against the company or its directors, as there is no treaty or reciprocal agreement between China and the U.S. for mutual recognition of foreign judgments[120] - Shareholder rights under Cayman Islands law are more