Amendment: SEC Form SCHEDULE 13G/A filed by New Oriental Education & Technology Group Inc. Sponsored ADR r
$EDU
Other Consumer Services
Real Estate
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)
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New Oriental Education & Technology Group Inc. (Name of Issuer) |
common shares, par value US$0.001 per share (Title of Class of Securities) |
647581107 (CUSIP Number) |
12/31/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 647581107 |
| 1 | Names of Reporting Persons
First Beijing Investment Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
194,911,350.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
12.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Exempt Reporting Advisor
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
New Oriental Education & Technology Group Inc. | |
| (b) | Address of issuer's principal executive offices:
NO. 6 HAI DIAN ZHONG STREET, 9TH FLOOR, BEIJING, CHINA, 100080 | |
| Item 2. | ||
| (a) | Name of person filing:
First Beijing Investment Limited | |
| (b) | Address or principal business office or, if none, residence:
16th Floor, On Building, 162 Queens Road, Central, Hong Kong | |
| (c) | Citizenship:
Hong Kong | |
| (d) | Title of class of securities:
common shares, par value US$0.001 per share | |
| (e) | CUSIP No.:
647581107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
These 194,991,350 common shares represent 93,931,700 common shares of the Issuer and 10,105,965 ADSs (each representing ten underlying common shares) of the Issuer. There is no CUSIP number assigned to the common shares. CUSIP number 647581107 has been assigned to the American Depositary Shares ("ADS") of the Issuer, each ADS representing 10 common shares, which are quoted on the New York Stock Exchange under the symbol "EDU". | |
| (b) | Percent of class:
12.34%. The ownership is calculated based on 1,580,288,613 common shares of the Issuer outstanding as of May 31, 2025, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission (the "SEC") on September 25, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
These 100,961,760 ordinary shares represent 48,927,000 common shares of the Issuer and 5,203,476 ADSs (each representing ten underlying common shares) of the Issuer. | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
194,991,350. Same as Item 4.(a) | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
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.
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