新东方上市英文招股说明书.docx

1、新东方上市英文招股说明书F-1 1 df1.htm FORM F-1 Table of ContentsAs filed with the Securities and Exchange Commission on August 22, 2006 Registration No.333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW ORIENTAL EDUCATION& TECHNOLO

2、GY GROUP INC. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrants name into English) Cayman Islands8200Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S. EmployerIdent

3、ification Number)Louis T. Hsieh Chief Financial Officer No.6 Hai Dian Zhong Street, 9th Floor Haidian District, Beijing 100080 Peoples Republic of China (8610)6260-5566 (Address, including zip code, and telephone number, including area code, of Registrants principal executive offices) CT Corporation

4、 System 111 Eighth Avenue New York, New York 10011 (212) 664-1666 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. ZhangJohn A. OtoshiLatham & Watkins LLP41st Floor, One Exchange Square8 Connaught Place, CentralHong Kong(852) 25

5、22-7886Matthew BersaniShearman & Sterling LLP12/F, Gloucester TowerThe Landmark, CentralHong Kong(852) 2978-8000Alan D. SeemShearman & Sterling LLP2318 China World Tower Two1 Jianguomenwai DajieBeijing 100004Peoples Republic of China(8610) 6505-3399Approximate date of commencement of proposed sale t

6、o the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is file

7、d to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amend

8、ment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Sec

9、urities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. CALCULATION OF REGISTRATION FEE Ti

10、tle of each class ofsecurities to be registeredAmount to beregistered(1)(2)Proposedmaximumaggregateoffering price(1)AmountofregistrationfeeCommon shares, par value $0.01 per share(2)(3)34,500,000$112,125,000$11,998(1)Estimated solely for the purpose of determining the amount of registration fee in a

11、ccordance with Rule 457(a) under the Securities Act of 1933. (2)Includes common shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this r

12、egistration statement and the date the shares are first bona fide offered to the public, and also includes common shares that may be purchased by the underwriters pursuant to an over-allotment option. These common shares are not being registered for the purpose of sales outside the United States. (3

13、)American depositary shares issuable upon deposit of the common shares registered hereby will be registered under a separate registration statement on FormF-6 (Registration No.333- ). Each American depositary share represents four common shares. The Registrant hereby amends this Registration Stateme

14、nt on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section8(a) of the Securities Act of 1933, as amended, or until

15、 the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section8(a), may determine. Table of ContentsThe information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement

16、 filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated August 22, 2006. 7,500,000 Ame

17、rican Depositary Shares Representing 30,000,000 Common Shares New Oriental Education& Technology Group Inc. This is an initial public offering of American depositary shares, or ADSs, of New Oriental Education& Technology Group Inc., or New Oriental. New Oriental is offering 7,500,000 ADSs. Each ADS

18、represents four common shares. The ADSs are evidenced by American depositary receipts, or ADRs. Prior to this offering, there has been no public market for the ADSs or the common shares. We anticipate the initial public offering price will be between US$11.00 and US$13.00 per ADS. We have applied to

19、 have the ADSs listed on the New York Stock Exchange under the symbol “EDU.” See “ Risk Factors” beginning on page 11 to read about risks you should consider before buying the ADSs. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved

20、 of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Price toPublicUnderwritingDiscountsProceeds,BeforeExpenses, toNew OrientalPer ADSUS$US$US$TotalUS$US$US$The underwriters have an option to purchase up to an addi

21、tional 1,125,000 ADSs from New Oriental at the initial public offering price less the underwriting discount. The underwriters expect to deliver the ADSs evidenced by the ADRs against payment in U.S. dollars in New York, New York on , 2006. Credit SuisseGoldman Sachs (Asia) L.L.C.Piper Jaffray Prospe

22、ctus dated , 2006 Table of ContentsTable of ContentsTable of ContentsTable of ContentsTABLE OF CONTENTS PageProspectus Summary1Risk Factors11Forward-Looking Statements33Use of Proceeds34Dividend Policy35Capitalization36Dilution37Exchange Rate Information39Enforceability of Civil Liabilities40Corpora

23、te Structure41Selected Consolidated Condensed Financial Data45Recent Developments 47Managements Discussion and Analysis of Financial Condition and Results of Operations48Business72Regulations89Management96Principal Shareholders103Related Party Transactions105Description of Share Capital108Descriptio

24、n of American Depositary Shares113Shares Eligible for Future Sale122Taxation124Underwriting129Notice to Canadian Residents134Expenses Relating to this Offering136Legal Matters137Experts137Where You Can Find Additional Information138Index to Consolidated Financial StatementsF-1No dealer, salesperson

25、or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions w

26、here it is lawful to do so. The information in this prospectus is current only as of the date of this prospectus. In connection with this offering, Credit Suisse Securities (USA) LLC, Goldman Sachs (Asia) L.L.C. or any person acting for either of them may over-allot or effect transactions with a vie

27、w to supporting the market price of the ADSs at a level higher than that which might otherwise prevail for a limited period of time after the issue date. However, there is no obligation on Credit Suisse Securities (USA) LLC, Goldman Sachs (Asia) L.L.C. or their respective agents to do this. Such sta

28、bilization, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. i Table of ContentsPROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements

29、 appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under “Risk Factors,” before deciding whether to buy our ADSs. Our Business We are the largest provider of private educational services in China based on the number of program offerings, total student enrollments and geographic presence. We offer a wide range of educational programs, services and products consisting primarily of English and other foreign language t