☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
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☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of Each Class
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Trading Symbol(s)
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Name of Exchange on Which Registered
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American depositary shares, each representing one common share*
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EDU
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New York Stock Exchange
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||
Common shares, par value US$0.001 per share**
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9901
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The Stock Exchange of Hong Kong Limited
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* |
Effective on August 18, 2011, the ratio of ADSs to our common shares was changed from one ADS representing four common shares to one ADS representing one common share.
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**
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Effective on March 10, 2021, we implemented a
one-for-ten
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Large accelerated filer | ☒ | Accelerated filer | ☐ |
Non-accelerated filer
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☐
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|||||
Emerging growth company
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☐
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U.S. GAAP ☒
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International Financial Reporting Standards as issued | Other ☐ | ||||
by the International Accounting Standards Board | ☐ |
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1
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2
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3
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ITEM 1.
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3
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ITEM 2.
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3
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ITEM 3.
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3
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ITEM 4.
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50
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ITEM 4A.
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93
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ITEM 5.
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93
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ITEM 6.
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119
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ITEM 7.
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127
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ITEM 8.
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129
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ITEM 9.
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131
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ITEM 10.
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131
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ITEM 11.
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144
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ITEM 12.
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144
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149
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ITEM 13.
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149
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ITEM 14.
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149
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ITEM 15.
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149
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ITEM 16A.
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151
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ITEM 16B.
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151
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ITEM 16C.
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151
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ITEM 16D.
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152
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ITEM 16E.
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152
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ITEM 16F.
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152
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ITEM 16G.
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152
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ITEM 16H.
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153
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ITEM 17.
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153
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ITEM 18.
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153
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ITEM 19.
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153
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158
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• |
“we,” “us,” “our company” or “our” refers to New Oriental Education & Technology Group Inc., its predecessor entities and subsidiaries and, in the context of describing our operations and consolidated financial data, also includes New Oriental China (as defined below);
|
• |
“CCASS” are to the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchange and Clearing Limited;
|
• |
“China” or “PRC” refers to People’s Republic of China, and for the purpose of this annual report, excludes Taiwan, Hong Kong and Macau;
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• |
“Companies (WUMP) Ordinance” are to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended or supplemented from time to time;
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• |
“HK$” or “Hong Kong dollars” or “HK dollars” are to Hong Kong dollars, the lawful currency of Hong Kong;
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• |
“Hong Kong” or “HK” or “Hong Kong S.A.R.” are to the Hong Kong Special Administrative Region of the PRC;
|
• |
“Hong Kong Listing Rules” are to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time;
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• |
“Hong Kong Share Registrar” are to Computershare Hong Kong Investor Services Limited;
|
• |
“Hong Kong Stock Exchange” are to The Stock Exchange of Hong Kong Limited;
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• |
“Main Board” are to the stock market (excluding the option market) operated by the Hong Kong Stock Exchange which is independent from and operated in parallel with the Growth Enterprise Market of the Hong Kong Stock Exchange;
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• |
“New Oriental China” refers to New Oriental Education & Technology Group Co., Ltd., formerly known as Beijing New Oriental Education & Technology (Group) Co., Ltd., which is a domestic PRC company and our variable interest entity whose financial results are consolidated into our consolidated financial statements in accordance with U.S. GAAP;
|
• |
“SFC” are to the Securities and Futures Commission of Hong Kong;
|
• |
“SFO” are to the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time;
|
• |
“student enrollments” refers to the cumulative total number of courses enrolled in and paid for by our students, including multiple courses enrolled in and paid for by the same student but excluding students enrolled in our kindergarten, primary and secondary schools;
|
• |
“shares” or “common shares” refers to our common shares, par value US$0.001 per share. Except as otherwise indicated, all share and per share data in this annual report give retroactive effect to the
one-for-ten
|
• |
“ADSs” refers to our American depositary shares. Prior to August 18, 2011, each of our ADSs represented four common shares. On August 18, 2011, we effected a change in the ratio of our ADSs to common shares from one ADS representing four common shares to one ADS representing one common share. Except as otherwise noted, this change in our ADS to common share ratio has been retroactively reflected in this annual report on Form
20-F;
and
|
• |
“RMB” or “Renminbi” refers to the legal currency of China and “$,” “dollars,” “US$” or “U.S. dollars” refers to the legal currency of the United States.
|
ACT | American College Test (US) | |
BEC | Business English Certificate (US) | |
CET 4 | College English Test Level 4 (PRC) | |
CET 6 | College English Test Level 6 (PRC) | |
GMAT | Graduate Management Admission Test (US) | |
GRE | Graduate Record Examination (US) | |
IELTS | International English Language Testing System (Commonwealth countries) | |
LSAT | Law School Admission Test (US) | |
PETS | Public English Test System (PRC) | |
SAT | SAT College Entrance Test (US) | |
TOEFL | Test of English as a Foreign Language (US) | |
TOEIC | Test of English for International Communication (US) | |
TSE | Test of Spoken English (US) |
• |
our anticipated growth strategies;
|
• |
our future business development, results of operations and financial condition;
|
• |
expected changes in our revenues and certain cost and expense items;
|
• |
competition in each type of educational program, service and product we provide;
|
• |
risks associated with our offering of new educational programs, services and products;
|
• |
the expected increase in expenditures on education in China; and
|
• |
PRC laws, regulations and policies relating to private education and providers of private educational services.
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ITEM 1.
|
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
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ITEM 2.
|
OFFER STATISTICS AND EXPECTED TIMETABLE
|
ITEM 3.
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KEY INFORMATION
|
A. |
Selected Financial Data
|
For the Years Ended May 31,
|
||||||||||||||||||||
(in thousands of US$ except share and per share data)
|
2017
|
2018
|
2019
|
2020
|
2021
|
|||||||||||||||
Selected Consolidated Statement of Operations Data:
|
||||||||||||||||||||
Net revenues:
|
||||||||||||||||||||
Educational programs and services
|
1,608,954 | 2,165,152 | 2,785,254 | 3,230,378 | 3,936,969 | |||||||||||||||
Books and other services
|
190,555 | 282,278 | 311,237 | 348,304 | 339,570 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total net revenues
|
|
1,799,509
|
|
|
2,447,430
|
|
|
3,096,491
|
|
|
3,578,682
|
|
|
4,276,539
|
|
|||||
Operating cost and expenses:
(1)
|
||||||||||||||||||||
Cost of revenues
|
(749,586 | ) | (1,065,740 | ) | (1,376,269 | ) | (1,588,899 | ) | (2,036,875 | ) | ||||||||||
Selling and marketing
|
(232,826 | ) | (324,249 | ) | (384,287 | ) | (445,259 | ) | (600,778 | ) | ||||||||||
General and administrative
|
(554,948 | ) | (794,482 | ) | (1,028,783 | ) | (1,145,521 | ) | (1,489,826 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Impairment loss on intangible assets and goodwill
|
— | — | (5,245 | ) | — | (31,794 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total operating cost and expenses
|
|
(1,537,360
|
)
|
|
(2,184,471
|
)
|
|
(2,794,584
|
)
|
|
(3,179,679
|
)
|
|
(4,159,273
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gain on disposal of a subsidiary
|
— | — | 3,627 | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income
|
|
262,149
|
|
|
262,959
|
|
|
305,534
|
|
|
399,003
|
|
|
117,266
|
|
|||||
Other income, net:
|
||||||||||||||||||||
Interest income
|
61,445 | 84,838 | 97,530 | 116,117 | 141,511 | |||||||||||||||
Interest expense
|
— | — | (1,615 | ) | (4,627 | ) | (6,747 | ) | ||||||||||||
Realized gain from long-term investments
|
7,086 | 7,366 | 26,379 | 407 | 3,535 | |||||||||||||||
Impairment loss from long-term investments
|
(2,338 | ) | (980 | ) | (5,919 | ) | (31,750 | ) | (40,207 | ) | ||||||||||
Loss from fair value change of long-term investments
|
— | — | (104,636 | ) | (18,451 | ) | (3,824 | ) | ||||||||||||
Miscellaneous income (loss), net
|
2,367 | 2,841 | (1,424 | ) | 27,137 | 103,443 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Provision for income taxes:
|
||||||||||||||||||||
Current
|
(51,142 | ) | (72,785 | ) | (103,031 | ) | (142,992 | ) | (127,313 | ) | ||||||||||
Deferred
|
518 | 13,377 | 17,317 | 8,630 | 43,725 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Provision for income taxes
|
|
(50,624
|
)
|
|
(59,408
|
)
|
|
(85,714
|
)
|
|
(134,362
|
)
|
|
(83,588
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
(Loss) gain from equity method investments
|
|
(3,289
|
)
|
|
(379
|
)
|
|
(2,289
|
)
|
|
1,385
|
|
|
(1,368
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
276,796
|
|
|
297,237
|
|
|
227,846
|
|
|
354,859
|
|
|
230,021
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Less: Net income (loss) attributable to noncontrolling interests
|
|
2,339
|
|
|
1,107
|
|
|
(10,219
|
)
|
|
(58,474
|
)
|
|
(104,393
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to New Oriental Education & Technology Group Inc.’s shareholders
|
274,457 | 296,130 | 238,065 | 413,333 | 334,414 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income per common share attributable to shareholders of New Oriental Education & Technology Group Inc.
(2)
(3)
|
||||||||||||||||||||
-Basic
|
0.17 | 0.19 | 0.15 | 0.26 | 0.20 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
-Diluted
|
0.17 | 0.19 | 0.15 | 0.26 | 0.20 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Weighted average shares used in calculating basic net income per common share
(3)
|
1,575,513,200 | 1,581,687,940 | 1,582,938,900 | 1,584,295,760 | 1,645,463,440 | |||||||||||||||
Weighted average shares used in calculating diluted net income per common share
(3)
|
1,579,863,940 | 1,585,565,000 | 1,590,393,450 | 1,595,368,900 | 1,651,982,384 |
(1) |
Share-based compensation expenses are included in our operating cost and expenses as follows:
|
(2) |
Each ADS represents one common share.
|
(3) |
For the years ended May 31, 2017, 2018, 2019 and 2020, the number of shares used in calculating basic and diluted net income per common share have been retrospectively adjusted to reflect the
1-for-10
|
For the Years Ended May 31,
|
||||||||||||||||||||
(in thousands of US$)
|
2017
|
2018
|
2019
|
2020
|
2021
|
|||||||||||||||
Cost of revenues
|
— | — | 134 | 2,224 | 6,698 | |||||||||||||||
Selling and marketing
|
— | — | 1,205 | 4,227 | 6,922 | |||||||||||||||
General and administrative
|
20,287 | 57,443 | 69,997 | 55,606 | 55,260 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total
|
20,287 | 57,443 | 71,336 | 62,057 | 68,880 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
As of May 31,
|
||||||||||||||||||||
(in thousands of US$)
|
2017
|
2018
|
2019
|
2020
|
2021
|
|||||||||||||||
Selected Consolidated Balance Sheet Data:
|
||||||||||||||||||||
Cash and cash equivalents
|
641,018 | 983,319 | 1,414,171 | 915,057 | 1,612,211 | |||||||||||||||
Total assets
|
2,924,979 | 3,977,712 | 4,646,559 | 6,556,885 | 10,151,053 | |||||||||||||||
Total current liabilities
|
1,202,681 | 1,750,884 | 2,006,224 | 2,479,364 | 3,471,445 | |||||||||||||||
Total liabilities
|
1,204,901 | 1,763,017 | 2,121,462 | 3,687,074 | 5,132,877 | |||||||||||||||
Total mezzanine equity
|
— | 206,624 | — | — | — | |||||||||||||||
Total New Oriental Education & Technology Group Inc. shareholders’ equity
|
1,680,948 | 1,991,589 | 2,360,686 | 2,733,295 | 4,913,275 | |||||||||||||||
Noncontrolling interests
|
39,130 | 16,482 | 164,411 | 136,516 | 104,901 | |||||||||||||||
Total equity
|
1,720,078 | 2,008,071 | 2,525,097 | 2,869,811 | 5,018,176 |
B. |
Capitalization and Indebtedness
|
C. |
Reasons for the Offer and Use of Proceeds
|
D. |
Risk Factors
|
• |
Significant uncertainties exist in relation to the interpretation and implementation of, or proposed changes to, the PRC laws, regulations and policies regarding the private education industry. In particular, our compliance with the Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education and the implementation measures issued thereunder by the relevant PRC government authorities has materially and adversely affected and will materially and adversely affect our business, financial condition, results of operations and prospect.
|
• |
If we are not able to attract students to enroll in our courses without a significant decrease in course fees, our revenues may decline and we may not be able to maintain profitability.
|
• |
Our business depends on our “New Oriental” brand, and if we are not able to maintain and enhance our brand, our business and operating results may be harmed.
|
• |
We depend on our dedicated and capable faculty, and if we are not able to maintain consistent teaching quality throughout our school network, our brand, business and operating results may be materially and adversely affected.
|
• |
Failure to effectively and efficiently manage changes of our existing business may materially and adversely affect our ability to capitalize on new business opportunities.
|
• |
We are a Cayman Islands holding company with no equity ownership in our variable interest entities and we conduct our operations in China primarily through (i) our PRC subsidiaries and (ii) our variable interest entities, with which we have maintained contractual arrangements. Investors in our ADSs and/or common shares thus are not purchasing equity interest in our operating entities in China but instead are purchasing equity interest in a Cayman Islands holding company. If the PRC government finds that the agreements that establish the structure for operating our business do not comply with the PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries, our variable interest entities, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with our variable interest entities and, consequently, significantly affect the financial performance of our variable interest entities and our company as a whole.
|
• |
Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial conditions and results of operations.
|
• |
PRC government’s significant authority in regulating our operations and its oversight and control over securities offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline. For more details, see “The PRC governmental authorities’ significant oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our ADSs.”
|
• |
Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Uncertainties with respect to the PRC legal system could adversely affect us.”
|
• |
Our business, financial condition and results of operations, as well as our ability to obtain financing, may be adversely affected by the downturn in the global or PRC economy.
|
• |
Our auditor is currently not subject to inspections by the PCAOB. Our ADSs may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect auditors which are located in China. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.
|
• |
We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange.
|
• |
The trading prices of our ADSs and common shares have been and are likely to continue to be volatile, which could result in substantial losses to holders of our common shares and/or ADSs.
|
• |
If securities or industry analysts publish negative reports about our business, the price and trading volume of our common shares and/or ADSs securities could decline.
|
• |
general economic conditions;
|
• |
regulations or actions pertaining to the provision of private educational services in China;
|
• |
detrimental negative publicity about us, our competitors or our industry;
|
• |
changes in consumers’ spending patterns; and
|
• |
non-recurring
charges incurred in connection with acquisitions or other extraordinary transactions or unexpected circumstances.
|
• |
investors’ perception of, and demand for, securities of educational service providers;
|
• |
conditions of the U.S. and other capital markets in which we may seek to raise funds;
|
• |
our future results of operations, financial condition and cash flows;
|
• |
PRC governmental regulation of foreign investment in education in China;
|
• |
economic, political and other conditions in China; and
|
• |
PRC governmental policies relating to foreign currency borrowings.
|
• |
(i) the corporate structure of New Oriental China and its schools and subsidiaries and our wholly-owned subsidiaries in China, and (ii) the corporate structure of Beijing Xuncheng and its subsidiaries and the wholly-owned subsidiaries of Koolearn in China are not in violation of existing PRC laws and regulations as of May 31, 2021; and
|
• |
(i) the contractual arrangements among our wholly-owned subsidiaries in China, New Oriental China and its schools and subsidiaries and the shareholder of New Oriental China, and (ii) the contractual arrangements among Koolearn’s wholly-owned subsidiaries in China, Beijing Xuncheng and its subsidiaries and shareholders are valid, binding and enforceable under, and do not violate, PRC laws or regulations in effect as of May 31, 2021.
|
• |
revoking the business and operating licenses of our PRC subsidiaries or consolidated affiliated entities;
|
• |
confiscating any of our income that they deem to be obtained through illegal operations;
|
• |
discontinuing or restricting the operations of any related-party transactions among our PRC subsidiaries and our consolidated affiliated entities;
|
• |
restricting our right to collect revenues or limiting our business expansion in China by way of entering into contractual arrangements;
|
• |
imposing fines or other requirements with which we may not be able to comply;
|
• |
requiring us to restructure our corporate structure or operations;
|
• |
restricting or prohibiting our use of the proceeds of our future offering to finance our business and operations in China; or
|
• |
taking other regulatory or enforcement actions that could be harmful to our business.
|
• |
actual or anticipated fluctuations in our operating results,
|
• |
announcements and implementations of new regulations and policies related to our business,
|
• |
changes in financial estimates by securities research analysts,
|
• |
changes in the economic performance or market valuation of other education companies,
|
• |
announcements by us or our competitors of material acquisitions, strategic partnerships, joint ventures or capital commitments,
|
• |
addition or departure of our executive officers,
|
• |
detrimental negative publicity about us, our competitors or our industry,
|
• |
regulatory investigation or other governmental proceedings against us,
|
• |
substantial sales or perception of sales of our ADSs and/or common shares in the public market, and
|
• |
general economic, regulatory or political conditions in China and the U.S.
|
ITEM 4.
|
INFORMATION ON THE COMPANY
|
A. |
History and Development of the Company
|
B. |
Business Overview
|
City
|
Number of Schools
|
Number of learning centers
|
Number of bookstores
|
|||||||||
Beijing
|
6 | 120 | 1 | |||||||||
Shanghai
|
1 | 82 | 1 | |||||||||
Guangzhou
|
1 | 60 | 1 | |||||||||
Wuhan
|
1 | 47 | 1 | |||||||||
Yangzhou
|
3 | 3 | — | |||||||||
Tianjin
|
1 | 45 | — | |||||||||
Xi’an
|
2 | 54 | 1 | |||||||||
Nanjing
|
3 | 65 | — | |||||||||
Shenyang
|
1 | 20 | — | |||||||||
Chongqing
|
1 | 30 | 1 | |||||||||
Chengdu
|
1 | 49 | — | |||||||||
Shenzhen
|
1 | 23 | — | |||||||||
Xiangyang
|
1 | 18 | — | |||||||||
Taiyuan
|
1 | 31 | — | |||||||||
Haerbin
|
1 | 21 | 1 | |||||||||
Changsha
|
1 | 38 | — | |||||||||
Jinan
|
1 | 43 | — | |||||||||
Zhengzhou
|
1 | 42 | — | |||||||||
Hangzhou
|
1 | 93 | — | |||||||||
Changchun
|
3 | 27 | 1 | |||||||||
Shijiazhuang
|
1 | 19 | — | |||||||||
Suzhou
|
2 | 69 | 1 | |||||||||
Zhuzhou
|
1 | 2 | — | |||||||||
Anshan
|
1 | — | — | |||||||||
Hefei
|
1 | 67 | — | |||||||||
Kunming
|
1 | 12 | — | |||||||||
Wuxi
|
1 | 24 | — | |||||||||
Foshan
|
1 | 14 | — | |||||||||
Fuzhou
|
1 | 37 | — | |||||||||
Yichang
|
1 | 5 | — | |||||||||
Nanchang
|
1 | 46 | — | |||||||||
Jingzhou
|
1 | 3 | — | |||||||||
Dalian
|
1 | 6 | 1 | |||||||||
Lanzhou
|
1 | 14 | 1 | |||||||||
Huangshi
|
1 | 3 | — | |||||||||
Ningbo
|
1 | 9 | — | |||||||||
Xiamen
|
1 | 30 | — | |||||||||
Qingdao
|
2 | 32 | — | |||||||||
Nanning
|
1 | 20 | — | |||||||||
Xuzhou
|
1 | 6 | — | |||||||||
Zhenjiang
|
1 | 8 | — | |||||||||
Xiangtan
|
1 | 3 | — | |||||||||
Luoyang
|
1 | 16 | — | |||||||||
Nantong
|
1 | 8 | — | |||||||||
Hohhot
|
1 | 14 | — | |||||||||
Jilin
|
1 | 9 | — | |||||||||
Guiyang
|
1 | 6 | — | |||||||||
Tangshan
|
1 | 16 | — | |||||||||
Urumqi
|
1 | 10 | — | |||||||||
Shiyan
|
1 | 4 | — | |||||||||
Quanzhou
|
1 | 4 | — | |||||||||
Wenzhou
|
1 | 12 | — | |||||||||
Weifang
|
1 | 6 | — | |||||||||
Zhuhai
|
1 | 5 | — | |||||||||
Jinzhou
|
1 | 7 | — | |||||||||
Baoding
|
1 | 6 | — |
• |
brand recognition;
|
• |
nationwide coverage and high level of scalability;
|
• |
high teaching quality with superior content;
|
• |
breadth and quality of program, service and product offerings;
|
• |
overall student experience; and
|
• |
innovative technology capabilities.
|
• |
sponsors of
for-profit
private schools are entitled to retain the profits and proceeds from the schools and the operation surplus may be allocated to the sponsors pursuant to the PRC Company Law and other relevant laws and regulations, whereas sponsors of
non-profit
private schools are not entitled to the distribution of profits or proceed from the
non-profit
schools and all operation surplus of
non-profit
schools shall be used for the operation of the schools;
|
• |
for-profit
private schools are entitled to set their own tuition and other miscellaneous fees without seeking prior approval from the relevant government authorities, whereas the collection of fees by
non-profit
private schools shall be regulated in accordance with rules promulgated by governments at provincial level;
|
• |
private schools
(for-profit
and
non-profit
alike) may enjoy preferential tax treatments;
non-profit
private schools will be entitled to the same tax benefits as public schools whereas taxation policies for
for-profit
private schools are still unclear as more specific provisions are yet to be introduced;
|
• |
for construction or expansion of the school,
non-profit
schools may acquire the land use rights in the form of allocation by the government as a preferential treatment, whereas
for-profit
private schools shall acquire the land use rights by purchasing them from the government;
|
• |
the remaining assets of
non-profit
private schools after liquidation shall continue to be used for the operation of
non-profit
schools, whereas the remaining assets of
for-profit
private schools shall be distributed to the sponsors in accordance with the PRC Company Law; and
|
• |
governments at or above the county level may support private schools
(for-private
and
non-private
alike) by subscribing to their services, providing student loans and scholarships, and leasing or transferring unused state assets to the schools, and the governments may further support
non-profit
private schools in the form of government subsidies, bonus funds and incentives for donation.
|
• |
social organizations and individuals are prohibited from controlling a private school that provides compulsory education or a
non-profit
private school that provides
pre-school
education through mergers and acquisitions and control agreements. A private school providing compulsory education is prohibited from conducting transactions with its related party. Relevant government authorities shall enhance the supervision on the agreements entered into between
non-profit
private schools and its related party and shall review such transaction on an annual basis; and
|
• |
online education activities using internet technology are encouraged by the regulatory authorities and shall comply with laws and regulations related to internet management. A private school engaging in online education activities using internet technology shall obtain the relevant private school operating permit. It shall also establish and implement internet security management systems and take technical security measures. Upon discovery of any information whose release or transmission is prohibited by applicable laws or regulations, the private school shall immediately cease the transmission of that information and take further remedial actions, such as deleting that information, to prevent it from spreading. Records pertaining to the situation shall be kept and reported to the appropriate authorities.
|
• |
Foreign Investment Law; and
|
• |
The Implementation Rules of Foreign Investment Law.
|
• |
The government of the other contracting party to the relevant DTA;
|
• |
A company that is a resident of, and is listed on the market of, the other contracting party to the relevant DTA;
|
• |
A resident individual of the other contracting party to the relevant DTA; or
|
• |
Where one or more parties referred to in Item (1) through Item (3) directly or indirectly hold 100% of the shares of the applicant, and the
mid-tier
in the case of indirect shareholding is a resident of China or a resident of the other contracting party to the relevant DTA.
|
(1) |
Direct investment made by overseas investors with the profits distributed thereto, includes their activities of equity investment with the distributed profits such as capital increase, new establishment and equity purchase and excludes the increase through purchase or distribution and purchase of the shares of listed companies (excluding the conforming strategic investment), specifically including: (i) Increasing through purchase or distribution of the
paid-in
capital or capital reserve of resident enterprises within PRC; (ii) Investing in new establishment of resident enterprises within PRC; (iii) Purchasing the shares of resident enterprises within China from nonaffiliated parties; and (iv) Other methods prescribed by the Ministry of Finance and the SAT. The enterprises in which overseas investors invest through above investment activities shall be collectively referred to the invested enterprises.
|
(2) |
The profits distributed to overseas investors fall under the dividends, bonus and other equity investment income formed from the actual distribution of the retained income already realized by resident enterprises within China to investors.
|
(3) |
Where the profits used by overseas investors for direct investment are paid in cash, relevant amounts shall be transferred directly from the accounts of the profits distributing enterprises to the accounts of the invested enterprises or equity transferors and shall not be circulated among other domestic and overseas accounts before direct investment; where the profits used by overseas investors for direct investment are paid in kind, negotiable securities and other
non-cash
form, the ownership to relevant assets shall be transferred directly from the profits distributing enterprises to the invested enterprises or equity transferors and shall not be held by other enterprises and individuals on behalf thereof or temporarily.
|
C. |
Organizational Structure
|
|
Equity interest for companies. | |
|
Sponsorship interest for schools. | |
|
Contractual arrangements including equity pledge agreements, option agreement and proxy agreement, power of attorney, master exclusive service agreement and related service agreements. See “—C. Organizational Structure—Contractual Arrangements with New Oriental China, Its Schools and Subsidiaries and Its Shareholder.” | |
|
Contractual arrangements including equity pledge agreements, option agreement and proxy agreement, power of attorney, master exclusive service agreement and related service agreements. See “—C. Organizational Structure—Contractual Arrangements with Beijing Xuncheng, Its Subsidiaries and Shareholders.” |
(1) |
Beijing Century Friendship Education Investment Co., Ltd, or Century Friendship, is 99% owned by Mr. Michael Minhong Yu, our founder and executive chairman, and 1% owned by Mr. Zhihui Yang, our executive president and chief financial officer. In November 2019, Ms. Bamei Li, Mr. Yu’s mother, completed the transfer of the equity interest in Century Friendship held by her to Mr. Michael Minhong Yu and Mr. Zhihui Yang, prior to such transfer, Century Friendship was 80% owned by Mr. Yu and 20% owned by Ms. Bamei Li.
|
(2) |
Excluding certain schools that are separate legal entities but have been counted to our learning centers and certain schools that have been counted as the same school in the same city or region from the perspective of our internal management and our kindergartens.
|
(3) |
Consisting of various PRC companies operating our educational content and other technology development and distribution business, and overseas studies consulting business in China.
|
• |
have power to direct the activities that most significantly affect the economic performance of New Oriental China and its schools and subsidiaries;
|
• |
receive substantially all of the economic benefits from New Oriental China and its schools and subsidiaries in consideration for the services provided by our wholly-owned subsidiaries in China; and
|
• |
have an exclusive option to purchase all or part of the equity interests in New Oriental China, when and to the extent permitted by PRC law, or request the existing shareholder of New Oriental China to transfer all or part of the equity interest in New Oriental China to another PRC person or entity designated by us at any time in our discretion.
|
• |
have the power to direct the activities and most significantly affect the economic performance of Beijing Xuncheng and its subsidiary;
|
• |
receive substantially all of the economic benefits from Beijing Xuncheng and its subsidiary; and
|
• |
have an exclusive option to purchase all or part of the equity interest in Beijing Xuncheng, when and to the extent permitted by PRC law, or request any existing shareholder of Beijing Xuncheng to transfer all or part of the equity interest in Beijing Xuncheng to another PRC person or entity designated by us at any time in our discretion.
|
• |
(i) the corporate structure of New Oriental China and its schools and subsidiaries, and our wholly-owned subsidiaries in China, and (ii) the corporate structure of Beijing Xuncheng and its subsidiaries, Dexin Dongfang and Zhuhai Chongsheng are not in violation of existing PRC laws and regulations as of May 31, 2021; and
|
• |
(i) the contractual arrangements among our wholly-owned subsidiaries in China, New Oriental China and its schools and subsidiaries and the shareholder of New Oriental China, and (ii) the contractual arrangements among Dexin Dongfang, Zhuhai Chongsheng, Beijing Xuncheng and its subsidiaries and shareholders are valid, binding and enforceable under, and do not violate, PRC laws or regulations in effect as of May 31, 2021.
|
D. |
Property, Plants and Equipment
|
ITEM 4A.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 5.
|
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
A. |
Operating Results
|
• |
educational programs and services, which accounted for 90.0%, 90.3% and 92.1% of our total net revenues in the fiscal years ended May 31, 2019, 2020 and 2021, respectively; and
|
• |
books and other services, which accounted for 10.0%, 9.7% and 7.9% of our total net revenues in the fiscal years ended May 31, 2019, 2020 and 2021, respectively.
|
For the Years Ended May 31,
|
||||||||||||||||||||||||
2019
|
2020
|
2021
|
||||||||||||||||||||||
(in thousands, except percentages)
|
US$
|
% |
US$
|
% |
US$
|
% | ||||||||||||||||||
Net revenues
|
3,096,491 | 100.0 | 3,578,682 | 100.0 | 4,276,539 | 100.0 | ||||||||||||||||||
Operating cost and expenses:
|
||||||||||||||||||||||||
Cost of revenues
|
(1,376,269 | ) | (44.5 | ) | (1,588,899 | ) | (44.4 | ) | (2,036,875 | ) | (47.6 | ) | ||||||||||||
Selling and marketing
|
(384,287 | ) | (12.4 | ) | (445,259 | ) | (12.4 | ) | (600,778 | ) | (14.0 | ) | ||||||||||||
General and administrative
|
(1,028,783 | ) | (33.2 | ) | (1,145,521 | ) | (32.0 | ) | (1,489,826 | ) | (34.8 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Impairment loss on intangible assets and goodwill
|
(5,245 | ) | (0.2 | ) | — | — | (31,794 | ) | (0.7 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total operating cost and expenses
|
(2,794,584 | ) | (90.3 | ) | (3,179,679 | ) | (88.9 | ) | (4,159,273 | ) | (97.3 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended May 31,
|
||||||||||||||||||||||||
2019
|
2020
|
2021
|
||||||||||||||||||||||
(in thousands, except percentages)
|
US$
|
% |
US$
|
% |
US$
|
% | ||||||||||||||||||
Allocation of Share-based Compensation Expense:
|
||||||||||||||||||||||||
Cost of revenues
|
134 | 0.2 | 2,224 | 3.6 | 6,698 | 9.7 | ||||||||||||||||||
Selling and marketing
|
1,205 | 1.7 | 4,227 | 6.8 | 6,922 | 10.1 | ||||||||||||||||||
General and administrative
|
69,997 | 98.1 | 55,606 | 89.6 | 55,260 | 80.2 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
71,336 | 100.0 | 62,057 | 100.0 | 68,880 | 100.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended May 31,
|
||||||||||||
(in thousands of US$ except share and per share data)
|
2019
|
2020
|
2021
|
|||||||||
Net revenues:
|
||||||||||||
Educational programs and services
|
2,785,254 | 3,230,378 | 3,936,969 | |||||||||
Books and other services
|
311,237 | 348,304 | 339,570 | |||||||||
|
|
|
|
|
|
|||||||
Total net revenues
|
|
3,096,491
|
|
|
3,578,682
|
|
|
4,276,539
|
|
|||
Operating cost and expenses:
(1)
|
||||||||||||
Cost of revenues
|
(1,376,269 | ) | (1,588,899 | ) | (2,036,875 | ) | ||||||
Selling and marketing
|
(384,287 | ) | (445,259 | ) | (600,778 | ) | ||||||
General and administrative
|
(1,028,783 | ) | (1,145,521 | ) | (1,489,826 | ) | ||||||
Impairment loss on intangible assets and goodwill
(4)
|
(5,245 | ) | — | (31,794 | ) | |||||||
|
|
|
|
|
|
|||||||
Total operating cost and expenses
|
|
(2,794,584
|
)
|
|
(3,179,679
|
)
|
|
(4,159,273
|
)
|
|||
|
|
|
|
|
|
|||||||
Gain on disposal of a subsidiary
|
3,627 | — | — | |||||||||
|
|
|
|
|
|
|||||||
Operating income
|
|
305,534
|
|
|
399,003
|
|
|
117,266
|
|
|||
|
|
|
|
|
|
For the Years Ended May 31,
|
||||||||||||
(in thousands of US$ except share and per share data)
|
2019
|
2020
|
2021
|
|||||||||
Other income, net:
|
||||||||||||
Interest income
|
97,530 | 116,117 | 141,511 | |||||||||
Interest expense
|
(1,615 | ) | (4,627 | ) | (6,747 | ) | ||||||
Realized gain from long-term investments
|
26,379 | 407 | 3,535 | |||||||||
Impairment loss from long-term investments
|
(5,919 | ) | (31,750 | ) | (40,207 | ) | ||||||
Loss from fair value change of long-term investments
|
(104,636 | ) | (18,451 | ) | (3,824 | ) | ||||||
Miscellaneous income, net
|
(1,424 | ) | 27,137 | 103,443 | ||||||||
|
|
|
|
|
|
|||||||
Provision for income (loss) taxes:
|
||||||||||||
Current
|
(103,031 | ) | (142,992 | ) | (127,313 | ) | ||||||
Deferred
|
17,317 | 8,630 | 43,725 | |||||||||
|
|
|
|
|
|
|||||||
Provision for income taxes
|
|
(85,714
|
)
|
|
(134,362
|
)
|
|
(83,588
|
)
|
|||
|
|
|
|
|
|
|||||||
(Loss) gain from equity method investments
|
|
(2,289
|
)
|
|
1,385
|
|
|
(1,368
|
)
|
|||
|
|
|
|
|
|
|||||||
Net income
|
|
227,846
|
|
|
354,859
|
|
|
230,021
|
|
|||
|
|
|
|
|
|
|||||||
Less: Net income (loss) attributable to noncontrolling interests
|
|
(10,219
|
)
|
|
(58,474
|
)
|
|
(104,393
|
)
|
|||
|
|
|
|
|
|
|||||||
Net income attributable to New Oriental Education & Technology Group Inc.’s shareholders
|
238,065 | 413,333 | 334,414 | |||||||||
|
|
|
|
|
|
|||||||
Net income per common share attributable to shareholders of New Oriental Education & Technology Group Inc.
(2)(3)
|
||||||||||||
-Basic
|
0.15 | 0.26 | 0.20 | |||||||||
|
|
|
|
|
|
|||||||
-Diluted
|
0.15 | 0.26 | 0.20 | |||||||||
|
|
|
|
|
|
|||||||
Weighted average shares used in calculating basic net income per common share
(3)
|
1,582,938,900 | 1,584,295,760 | 1,645,463,440 | |||||||||
Weighted average shares used in calculating diluted net income per common share
(3)
|
1,590,393,450 | 1,595,368,900 | 1,651,982,384 |
(1) |
Share-based compensation expenses are included in our operating cost and expenses as follows:
|
For the Years Ended May 31,
|
||||||||||||
(in thousands of US$)
|
2019
|
2020
|
2021
|
|||||||||
Cost of revenues
|
134 | 2,224 | 6,698 | |||||||||
Selling and marketing
|
1,205 | 4,227 | 6,922 | |||||||||
General and administrative
|
69,997 | 55,606 | 55,260 | |||||||||
|
|
|
|
|
|
|||||||
Total
|
71,336 | 62,057 | 68,880 | |||||||||
|
|
|
|
|
|
(2) |
Each ADS represents one common share
|
(3) |
For the years ended May 31, 2019 and 2020, the number of shares used in calculating basic and diluted net income per common share have been retrospectively adjusted to reflect the
1-for-10
|
(4) |
|
• |
Educational Programs and Services
K-12
AST, test preparation, and other courses from US$3,040.7 million in the fiscal year ended May 31, 2020 to US$3,667.3 million in the fiscal year ended May 31, 2021. The increase in revenues from
K-12
AST, test preparation, and other courses was mainly attributable to the increase in revenues from
K-12
AST courses, partially offset by a decrease in revenues from overseas test preparation courses due to the COVID 19 pandemic. The increase in revenues from
K-12
AST courses was mainly due to the increase in student enrollment in those courses. The number of student enrollments for our
K-12
AST, test preparation, and other courses increased from approximately 10.6 million in the fiscal year ended May 31, 2020 to approximately 12.5 million in the fiscal year ended May 31, 2021.
|
• |
Books and Other Services
|
• |
Cost of Revenues
|
• |
Selling and Marketing Expenses
|
• |
General and Administrative Expenses
|
• |
Educational Programs and Services
K-12
AST, test preparation, and other courses from US$2,605.8 million in the fiscal year ended May 31, 2019 to US$3,040.7 million in the fiscal year ended May 31, 2020. The increase in revenues from
K-12
AST, test preparation, and other courses was mainly attributable to the increase in revenues from
K-12
AST courses, partially offset by a decrease in revenues from overseas test preparation courses due to the COVID 19 pandemic. The increase in revenues from
K-12
AST courses was mainly due to the increase in student enrollment in those courses. The number of student enrollments for our
K-12
AST, test preparation, and other courses increased from approximately 8.4 million in the fiscal year ended May 31, 2019 to approximately 10.6 million in the fiscal year ended May 31, 2020, despite the dampened growth in the quarter ended May 31, 2020 due to the impact of COVID 19.
|
• |
Books and Other Services
|
• |
Cost of Revenues
|
• |
Selling and Marketing Expenses
|
• |
General and Administrative Expenses
|
For the Years Ended May 31,
|
||||||||||||
(in thousands of US$)
|
2019
|
2020
|
2021
|
|||||||||
Net revenues of the reportable segment:
|
||||||||||||
K-12
AST, test preparation, and other courses
|
2,605,829 | 3,040,741 | 3,667,270 | |||||||||
Online education
|
132,844 | 152,542 | 210,591 | |||||||||
|
|
|
|
|
|
|||||||
Total net revenues of the reportable segment
|
2,738,673 | 3,193,283 | 3,877,861 | |||||||||
|
|
|
|
|
|
|||||||
Total net revenues of our company
|
3,096,491 | 3,578,682 | 4,276,539 | |||||||||
|
|
|
|
|
|
|||||||
Operating cost and expenses of the reportable segment:
|
||||||||||||
Cost of revenues:
|
||||||||||||
K-12
AST, test preparation, and other courses
|
(1,128,355 | ) | (1,304,239 | ) | (1,680,779 | ) | ||||||
Online education
|
(59,878 | ) | (84,896 | ) | (145,428 | ) | ||||||
Selling and marketing:
|
||||||||||||
K-12
AST, test preparation, and other courses
|
(212,170 | ) | (218,739 | ) | (326,708 | ) | ||||||
Online education
|
(65,289 | ) | (126,471 | ) | (175,092 | ) | ||||||
General and administrative:
|
||||||||||||
K-12
AST, test preparation, and other courses
|
(675,315 | ) | (729,125 | ) | (955,211 | ) | ||||||
|
|
|
|
|
|
|||||||
Online education
|
(40,773 | ) | (69,060 | ) | (124,897 | ) | ||||||
|
|
|
|
|
|
|||||||
Total operating cost and expenses of the reportable segments
|
(2,181,780 | ) | (2,532,530 | ) | (3,408,115 | ) | ||||||
|
|
|
|
|
|
|||||||
Total operating cost and expenses of our company
|
(2,794,584 | ) | (3,179,679 | ) | (4,159,273 | ) | ||||||
|
|
|
|
|
|
• |
Cost of Revenues
K-12
AST, test preparation, and other courses increased by 28.9% from US$1,304.2 million for the fiscal year ended May 31, 2020 to US$1,680.8 million for the fiscal year ended May 31, 2021, primarily due to the factors discussed in “—Results of Operations—Fiscal Year Ended May 31, 2021 Compared to Fiscal Year Ended May 31, 2020—Operating Costs and Expenses—Cost of Revenues.”
|
• |
Selling and Marketing Expenses
K-12
AST, test preparation, and other courses increased by 49.4% from US$218.7 million for the fiscal year ended May 31, 2020 to US$326.7 million for the fiscal year ended May 31, 2021, primarily due to the factors discussed in “—Results of Operations—Fiscal Year Ended May 31, 2021 Compared to Fiscal Year Ended May 31, 2020—Operating Costs and Expenses—Selling and Marketing Expenses.”
|
• |
General and Administrative Expenses
K-12
AST, test preparation, and other courses increased by 31.0% from US$729.1 million for the fiscal year ended May 31, 2020 to US$955.2 million for the fiscal year ended May 31, 2021, primarily due to the factors discussed in “—Results of Operations—Fiscal Year Ended May 31, 2021 Compared to Fiscal Year Ended May 31, 2020—Operating Costs and Expenses—General and Administrative Expenses.”
|
• |
Cost of Revenues
|
• |
Selling and Marketing Expenses
|
• |
General and Administrative Expenses
|
• |
Cost of Revenues
K-12
AST, test preparation, and other courses increased by 15.6% from US$1,128.4 million for the fiscal year ended May 31, 2019 to US$1,304.2 million for the fiscal year ended May 31, 2020, primarily due to the factors discussed in “—Results of Operations—Fiscal Year Ended May 31, 2020 Compared to Fiscal Year Ended May 31, 2019—Operating Costs and Expenses—Cost of Revenues.”.
|
• |
Selling and Marketing Expenses
K-12
AST, test preparation, and other courses increased by 3.1% from US$212.2 million for the fiscal year ended May 31, 2019 to US$218.7 million for the fiscal year ended May 31, 2020, primarily due to the factors discussed in “—Results of Operations—Fiscal Year Ended May 31, 2020 Compared to Fiscal Year Ended May 31, 2019—Operating Costs and Expenses—Selling and Marketing Expenses.”
|
• |
General and Administrative Expenses
K-12
AST, test preparation, and other courses increased by 8.0% from US$675.3 million for the fiscal year ended May 31, 2019 to US$729.1 million for the fiscal year ended May 31, 2020, primarily due to the factors discussed in “—Results of Operations—Fiscal Year Ended May 31, 2020 Compared to Fiscal Year Ended May 31, 2019—Operating Costs and Expenses—General and Administrative Expenses.”
|
• |
Cost of Revenues
|
• |
Selling and Marketing Expenses
|
• |
General and Administrative Expenses
|
• |
Equity securities with readily determinable fair values
|
• |
Equity securities without readily determinable fair values
|
B. |
Liquidity and Capital Resources
|
For the Years Ended May 31,
|
||||||||||||
(in thousands of US$)
|
2019
|
2020
|
2021
|
|||||||||
Net cash provided by operating activities
|
805,648 | 804,455 | 1,130,085 | |||||||||
Net cash used in investing activities
|
(574,712 | ) | (1,256,370 | ) | (2,177,639 | ) | ||||||
Net cash (used in) provided by financing activities
|
266,649 | (17,862 | ) | 1,654,084 | ||||||||
|
|
|
|
|
|
|||||||
Effect of foreign exchange rate changes
|
(66,123 | ) | (29,026 | ) | 106,173 | |||||||
|
|
|
|
|
|
|||||||
Net change in cash and cash equivalents
|
431,462 | (498,803 | ) | 712,703 | ||||||||
Cash and cash equivalents and restricted cash at beginning of the period
|
986,765 | 1,418,227 | 919,424 | |||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents and restricted cash at end of the period
|
1,418,227 | 919,424 | 1,632,127 | |||||||||
|
|
|
|
|
|
C. |
Research and Development, Patents and Licenses, etc.
|
D. |
Trend Information
|
E. |
Off-balance
Sheet Arrangements
|
F. |
Tabular Disclosure of Contractual Obligations
|
Payment due by period
|
||||||||||||||||||||
(in thousands of US$)
|
Total
|
Less than
1 year |
1-3
years |
3-5
years |
More than
5 years |
|||||||||||||||
Operating Lease Obligations
(1)
|
2,113,799 | 552,470 | 890,290 | 475,857 | 195,182 | |||||||||||||||
Purchase and Leasehold Improvements Obligations
(2)
|
55,601 | 55,601 | — | — | — | |||||||||||||||
Unsecured Senior Notes Obligations
|
300,000 | — | — | 300,000 | — | |||||||||||||||
Other Commitment
(3)
|
28,688 | 6,375 | 12,750 | 9,563 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total
|
2,498,088 | 614,446 | 903,040 | 785,420 | 195,182 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
Represents lease obligations under our facility leases.
|
(2) |
Represents leasehold improvement obligations in connection with renovations of the leased facilities and purchase of property and equipment.
|
(3) |
Represents interests to be paid for the unsecured senior notes entered in July 2020 as discussed in Note 14.
|
ITEM 6.
|
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
A. |
Directors and Senior Management
|
Name
|
Age
|
Position/Title
|
||
Michael Minhong Yu
|
58 | Executive Chairman | ||
Chenggang Zhou
|
59 | Director and Chief Executive Officer | ||
Zhihui Yang
|
47 | Executive President and Chief Financial Officer | ||
Louis T. Hsieh
|
56 | Director | ||
Robin Yanhong Li
|
52 | Independent Director | ||
Denny Ting Bun Lee
|
53 | Independent Director | ||
John Zhuang Yang
|
66 | Independent Director |
B. |
Compensation of Directors and Executive Officers
|
• |
options to purchase our common shares;
|
• |
restricted shares, which are common shares issued to the grantee that are subject to transfer restrictions, right of first refusal, repurchase, forfeiture, and other terms and conditions as established by our plan administrator; and restricted share units, which may be earned upon the passage of time or the attainment of performance criteria and which may be settled for cash, common shares or other securities, or a combination of cash, common shares or other securities as established by our plan administrator;
|
• |
share appreciation rights, which entitle the grantee the right to common shares or cash compensation measured by the appreciation in the value of common shares; and
|
• |
dividend equivalent rights, which entitle the grantee to compensation measured by dividends paid with respect to common shares.
|
Name
|
Common
Shares Underlying Outstanding NES |
Exercise
Price (US$/ Share) |
Date of
Grant |
Date of
Expiration |
||||||||
Michael Minhong Yu
|
* | † | 05/14/2021 | 06/30/2022 | ||||||||
* | † | 05/14/2021 | 06/30/2023 | |||||||||
* | † | 05/14/2021 | 06/30/2024 | |||||||||
Chenggang Zhou
|
* | † | 05/14/2021 | 06/30/2022 | ||||||||
* | † | 05/14/2021 | 06/30/2023 | |||||||||
* | † | 05/14/2021 | 06/30/2024 | |||||||||
Zhihui Yang
|
* | † | 05/14/2021 | 06/30/2022 | ||||||||
* | † | 05/14/2021 | 06/30/2023 | |||||||||
* | † | 05/14/2021 | 06/30/2024 | |||||||||
Louis T. Hsieh
|
* | † | 05/14/2021 | 06/30/2022 | ||||||||
* | † | 05/14/2021 | 06/30/2023 | |||||||||
* | † | 05/14/2021 | 06/30/2024 | |||||||||
Robin Yanhong Li
|
* | † | 05/14/2021 | 06/30/2022 | ||||||||
* | † | 05/14/2021 | 06/30/2023 | |||||||||
* | † | 05/14/2021 | 06/30/2024 | |||||||||
Denny Ting Bun Lee
|
* | † | 05/14/2021 | 06/30/2022 | ||||||||
* | † | 05/14/2021 | 06/30/2023 | |||||||||
* | † | 05/14/2021 | 06/30/2024 | |||||||||
John Zhuang Yang
|
* | † | 05/14/2021 | 06/30/2022 | ||||||||
* | † | 05/14/2021 | 06/30/2023 | |||||||||
* | † | 05/14/2021 | 06/30/2024 |
* |
Less than 1% of our total outstanding voting securities.
|
† |
Non-vested
equity share awards.
|
C. |
Board Practices
|
• |
selecting the independent registered public accounting firm and
pre-approving
all auditing and
non-auditing
services permitted to be performed by the independent registered public accounting firm;
|
• |
reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;
|
• |
reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation
S-K
under the U.S. Securities Act of 1933, as amended;
|
• |
discussing the annual audited financial statements with management and the independent registered public accounting firm;
|
• |
reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; and
|
• |
meeting separately and periodically with management and the independent registered public accounting firm.
|
• |
reviewing and approving the total compensation package for our chief executive officer;
|
• |
reviewing and recommending to the board with respect to the compensation of our directors; and
|
• |
reviewing periodically and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.
|
• |
selecting and recommending to the board nominees for election or
re-election
to the board, or for appointment to fill any vacancy;
|
• |
reviewing annually with the board the current composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us;
|
• |
advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken; and
|
• |
monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
|
D. |
Employees
|
E. |
Share Ownership
|
• |
each of our directors and executive officers; and
|
• |
each person known to us who owns beneficially more than 5% of our common shares.
|
Shares Beneficially Owned
|
||||||||
Number
(1)
|
%
(2)
|
|||||||
Directors and Executive Officers:
|
||||||||
Michael Minhong Yu
(3)
|
197,634,600 | 11.6 | ||||||
Chenggang Zhou
|
* | * | ||||||
Zhihui Yang
|
* | * | ||||||
Louis T. Hsieh
|
* | * | ||||||
Robin Yanhong Li
|
* | * | ||||||
Denny Ting Bun Lee
|
* | * | ||||||
John Zhuang Yang
|
* | * | ||||||
All Directors and Executive Officers as a Group
(4)
|
205,483,315 | 12.1 | ||||||
Principal Shareholders:
|
||||||||
Tigerstep Developments Limited
(5)
|
197,385,540 | 11.6 |
(1) |
Beneficial ownership is determined in accordance with the rules of the SEC.
|
(2) |
For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of (i) 1,696,966,183, being the number of common shares outstanding as of September 17, 2021 and (ii) the number of
non-vested
equity shares held by such person or group that will vest within 60 days after September 17, 2021.
|
(3) |
Includes (i) 165,235,000 common shares held by Tigerstep Developments Limited, a British Virgin Islands company wholly owned by Mr. Michael Minhong Yu and (ii) 32,399,600 ADSs (representing the same number of underlying common shares), which consist of 32,150,540 ADSs held by Tigerstep Developments Limited and 249,060 ADSs held by Mr. Yu. Through a trust arrangement, Mr. Michael Minhong Yu, together with his family, holds beneficial interest in Tigerstep Development Limited. The business address of Mr. Yu is No. 6 Hai Dian Zhong Street, Haidian District, Beijing 100080, People’s Republic of China.
|
(4) |
Includes (i) common shares and
(ii) non-vested
equity shares that will vest within 60 days after September 17, 2021 held by all of our directors and senior executive officers as a group.
|
(5) |
Tigerstep Developments Limited, a company incorporated in the British Virgin Islands, is wholly owned by Mr. Michael Minhong Yu. The registered address of Tigerstep Developments Limited is Marcy Building, 2nd Floor, P.O. Box 2416, Road Town, Tortola, the British Virgin Islands.
|
ITEM 7.
|
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
A. |
Major Shareholders
|
B. |
Related Party Transactions
|
C. |
Interests of Experts and Counsel
|
ITEM 8.
|
FINANCIAL INFORMATION
|
A. |
Consolidated Statements and Other Financial Information
|
B. |
Significant Changes
|
ITEM 9.
|
THE OFFER AND LISTING
|
A. |
Offering and Listing Details
|
B. |
Plan of Distribution
|
C. |
Markets
|
D. |
Selling Shareholders
|
E. |
Dilution
|
F. |
Expenses of the Issue
|
ITEM 10.
|
ADDITIONAL INFORMATION
|
A. |
Share Capital
|
B. |
Memorandum and Articles of Association
|
C. |
Material Contracts
|
D. |
Exchange Controls
|
E. |
Taxation
|
• |
banks;
|
• |
financial institutions;
|
• |
insurance companies;
|
• |
broker dealers;
|
• |
traders that elect to mark to market;
|
• |
tax-exempt
entities (including private foundations);
|
• |
pension plans;
|
• |
cooperatives;
|
• |
holders that are not U.S. Holders;
|
• |
persons whose functional currency is not the U.S. dollar;
|
• |
real estate investment trusts;
|
• |
regulated investment companies;
|
• |
persons liable for alternative minimum tax;
|
• |
persons holding ADSs or common shares as part of a straddle, hedging, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes;
|
• |
persons that actually or constructively own 10% or more of our stock (by vote or value);
|
• |
persons holding ADSs or common shares through partnerships or other pass-through entities; or
|
• |
persons who acquired ADSs or common shares pursuant to the exercise of any employee share option or otherwise as compensation.
|
• |
a citizen or individual resident of the U.S.;
|
• |
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any State or the District of Columbia;
|
• |
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
|
• |
a trust that (1) is subject to the supervision of a court within the U.S. and the control of one or more U.S. persons or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
|
• |
such excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or common shares;
|
• |
such amount allocated to the current taxable year, and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we were a PFIC (a
“pre-PFIC
year”), will be taxable as ordinary income;
|
• |
such amount allocated to each prior taxable year, other than the current taxable year or a
pre-PFIC
year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as applicable, for each such year; and
|
• |
an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than the current taxable year or a
pre-PFIC
year.
|
F. |
Dividends and Paying Agents
|
G. |
Statement by Experts
|
H. |
Documents on Display
|
I. |
Subsidiary Information
|
ITEM 11.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 12.
|
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
A. |
Debt Securities
|
B. |
Warrants and Rights
|
C. |
Other Securities
|
D. |
American Depositary Shares
|
• |
to any person to whom ADSs are issued or to any person to whom a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash), a fee not in excess of US$5.00 per 100 ADSs (or fraction thereof) so issued under the terms of the deposit agreement to be determined by the depositary;
|
• |
to any person surrendering ADSs for cancellation and withdrawal of deposited securities including, inter alia, cash distributions made pursuant to a cancellation or withdrawal, a fee not in excess of US$5.00 per 100 ADSs (or fraction thereof) so surrendered;
|
• |
to any holder of ADSs, a fee not in excess of US$0.05 per ADS held for the distribution of cash proceeds, including cash dividends or sale of rights and other entitlements, not made pursuant to a cancellation or withdrawal;
|
• |
to any holder of ADSs, a fee not in excess of US$5.00 per 100 ADSs (or portion thereof) issued upon the exercise of rights; and
|
• |
for the operation and maintenance costs in administering the ADSs, an annual fee of US$0.05 or less per ADSs (such fee to be assessed against holders of record as of the date or dates set by the depositary as it sees fit and collected at the sole discretion of the depositary by billing such holders for such fee or by deducting such fee from one or more cash dividends or other cash distributions).
|
• |
taxes (including applicable interest and penalties) and other governmental charges;
|
• |
such registration fees as may from time to time be in effect for the registration of our common shares or other deposited securities with the foreign registrar and applicable to transfers of common shares or other deposited securities to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively;
|
• |
such cable, telex, facsimile and electronic transmission and delivery expenses as are expressly provided in the deposit agreement to be at the expense of the person depositing or withdrawing common shares or holders and beneficial owners of ADSs;
|
• |
the expenses and charges incurred by the depositary in the conversion of foreign currency;
|
• |
such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to common shares, deposited securities, ADSs and ADRs;
|
• |
the fees and expenses incurred by the depositary in connection with the delivery of deposited securities, including any fees of a central depository for securities in the local market, where applicable; and
|
• |
any additional fees, charges, costs or expenses that may be incurred by the depositary from time to time.
|
• |
Hong Kong Stock Exchange trading fee of 0.005% of the consideration of the transaction, charged to each of the buyer and seller;
|
• |
SFC transaction levy of 0.0027% of the consideration of the transaction, charged to each of the buyer and seller;
|
• |
trading tariff of HK$0.50 on each and every purchase or sale transaction. The decision on whether or not to pass the trading tariff onto investors is at the discretion of brokers;
|
• |
transfer deed stamp duty of HK$5.00 per transfer deed (if applicable), payable by the seller;
|
• |
ad valorem stamp duty at a total rate of 0.2% of the value of the transaction, with 0.1% payable by each of the buyer and the seller;
|
• |
stock settlement fee, which is currently 0.002% of the gross transaction value, subject to a minimum fee of HK$2.00 and a maximum fee of HK$100.00 per side per trade;
|
• |
brokerage commission, which is freely negotiable with the broker (other than brokerage commissions for IPO transactions which are currently set at 1% of the subscription or purchase price and will be payable by the person subscribing for or purchasing the securities); and
|
• |
the Hong Kong share registrar will charge HK$2.50 (or such higher fee as may from time to time be permitted under the Hong Kong Listing Rules), for each transfer of common shares from one registered owner to another, each share certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in Hong Kong.
|
• |
If common shares have been deposited with CCASS, the investor must transfer common shares to the depositary’s account with the custodian within CCASS by following the CCASS procedures for transfer and submit and deliver a duly completed and signed letter of transmittal to the custodian via his or her broker.
|
• |
If common shares are held outside CCASS, the investor must arrange to deposit his or her common shares into CCASS for delivery to the depositary’s account with the custodian within CCASS, submit and deliver a duly completed and signed letter of transmittal to the custodian via his or her broker.
|
• |
Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if applicable, and subject in all cases to the terms of the deposit agreement, the depositary will issue the corresponding number of ADSs in the name(s) requested by an investor and will deliver the ADSs to the designated DTC account of the person(s) designated by an investor or his or her broker.
|
• |
To withdraw common shares from our ADS program, an investor who holds ADSs may turn in such ADSs at the office of the depositary (and the applicable ADR(s) if the ADSs are held in certificated form), and send an instruction to cancel such ADSs to the depositary.
|
• |
Upon payment or net of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if applicable, and subject in all cases to the terms of the deposit agreement, the depositary will instruct the custodian to deliver common shares underlying the canceled ADSs to the CCASS account designated by an investor.
|
• |
If an investor prefers to receive common shares outside CCASS, he or she must receive common shares in CCASS first and then arrange for withdrawal from CCASS. Investors can then obtain a transfer form signed by HKSCC Nominees Limited (as the transferor) and register common shares in their own names with the Hong Kong share registrar.
|
• |
production of satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
|
• |
compliance with procedures it may establish, from time to time, consistent with the deposit agreement, including, but not limited to, presentation of transfer documents.
|
ITEM 13.
|
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
ITEM 14.
|
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
ITEM 15.
|
CONTROLS AND PROCEDURES
|
ITEM 16A.
|
AUDIT COMMITTEE FINANCIAL EXPERT
|
ITEM 16B.
|
CODE OF ETHICS
|
ITEM 16C.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
For the Years Ended May 31,
|
||||||||
(in thousands of US$)
|
2020
|
2021
|
||||||
Audit fees
(1)
|
2,363 | 2,629 | ||||||
Audit related fees
(2)
|
570 | 1,717 | ||||||
Tax fees
(3)
|
202 | 31 | ||||||
All other fees
|
54 | 195 |
(1) |
“Audit fees” means the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual consolidated financial statements and the review of our comparative interim financial information.
|
(2) |
“Audit related fees” means the fees billed for the audit services provided for issuing comfort letter, rendering of listing advice and other audit related services to our company, including our consolidated subsidiaries and the audit services provided to potential investees.
|
(3) |
“Tax fees” represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning. The policy of our audit committee is to
pre-approve
all audit and
non-audit
services provided by Deloitte Touche Tohmatsu Certified Public Accountants LLP, including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.
|
ITEM 16D.
|
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
ITEM 16E.
|
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
ITEM 16F.
|
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTS
|
ITEM 16G.
|
CORPORATE GOVERNANCE
|
ITEM 16H.
|
MINE SAFETY DISCLOSURE
|
ITEM 17.
|
FINANCIAL STATEMENTS
|
ITEM 18.
|
FINANCIAL STATEMENTS
|
ITEM 19.
|
EXHIBITS
|
15.1* | Consent of Tian Yuan Law Firm | |
15.2* | Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP | |
101.INS* | Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Exhibit 101 Inline XBRL document set |
* |
Filed herewith.
|
** |
Furnished herewith.
|
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.
|
||
By: | /s/ Chenggang Zhou | |
Name: | Chenggang Zhou | |
Title: | Chief Executive Officer |
CONTENTS
|
PAGE(S) | |
F-2 -
F-3
|
||
F-4 -
F-5
|
||
F-6
|
||
F-7
|
||
F-8 -
F-10
|
||
F-11 -
F-12
|
||
F-13 - F-52
|
• |
We tested the effectiveness of controls over management’s valuation of the AFS investments including the management review control over the valuations of the AFS investments.
|
• |
We evaluated management’s ability to appropriately estimate fair value by comparing management’s historical estimates to actual results, taking into account changes in market conditions.
|
• |
With the assistance of the internal valuation specialists, we evaluated the appropriateness of the valuation methodologies and techniques used in determining the fair value of the AFS investments. Also, we evaluated the appropriateness of the judgements and estimates of the key inputs used in determining the fair value of the AFS investments including but not limited to the revenue growth rate, weighted average cost of capital and expected volatility.
|
As of May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
915,057 | 1,612,211 | ||||||
Term deposits
|
284,793 | 1,214,025 | ||||||
Short-term investments
|
2,318,280 | 3,434,726 | ||||||
Accounts receivable, net of allowance of US$557 and US$1,613 as of May 31, 2020 and 2021, respectively
|
4,178 | 8,667 | ||||||
Inventory, net
|
31,324 | 31,175 | ||||||
Prepaid expenses and other current assets, net of allowance of US$149 and US$215 as of May 31, 2020 and 2021, respectively
|
199,404 | 269,233 | ||||||
Amounts due from related parties, current
|
3,384 | 4,118 | ||||||
|
|
|
|
|||||
Total current assets
|
3,756,420 | 6,574,155 | ||||||
|
|
|
|
|||||
Restricted cash,
non-current
|
4,367 | 19,916 | ||||||
Property and equipment, net
|
672,455 | 865,030 | ||||||
Land use rights, net
|
6,037 | 13,989 | ||||||
Amounts due from related parties,
non-current
|
22,709 | 4,157 | ||||||
Long-term deposits
|
62,116 | 74,796 | ||||||
Intangible assets, net
|
10,246 | 4,836 | ||||||
Goodwill, net
|
80,366 | 73,254 | ||||||
Long-term investments, net (including available-for-sale investment of US$201,815 and US$224,315 as of May 31, 2020 and 2021, respectively)
|
431,101 | 537,749 | ||||||
Deferred tax assets,
non-current,
net
|
63,324 | 103,587 | ||||||
Right-of-use
|
1,425,466 | 1,857,533 | ||||||
Other
non-current
assets
|
22,278 | 22,051 | ||||||
|
|
|
|
|||||
Total assets
|
6,556,885 | 10,151,053 | ||||||
|
|
|
|
|||||
LIABILITIES AND EQUITY
|
||||||||
Current liabilities
|
||||||||
Accounts payable (including accounts payable of the consolidated variable interest entities without recourse to the Company of US$31,658 and US$36,032 as of May 31, 2020 and 2021, respectively)
|
33,147 | 38,441 | ||||||
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated variable interest entities without recourse to the Company of US$581,576 and US$900,877 as of May 31, 2020 and 2021, respectively)
|
634,619 | 908,231 | ||||||
Income taxes payable (including income taxes payable of the consolidated variable interest entities without recourse to the Company of US$87,331 and US$46,248 as of May 31, 2020 and 2021, respectively)
|
101,385 | 84,321 | ||||||
Amounts due to related parties (including amounts due to related parties of the consolidated variable interest entities without recourse to the Company of US$1,590 and US$33 as of May 31, 2020 and 2021, respectively)
|
1,590 | 33 | ||||||
Deferred revenue (including deferred revenue of the consolidated variable interest entities without recourse to the Company of US$1,317,645 and US$1,923,007 as of May 31, 2020 and 2021, respectively)
|
1,324,384 | 1,926,386 | ||||||
Operating lease liabilities-current (including operating lease liabilities-current of the consolidated variable interest entities without recourse to the Company of US$376,177 and US$501,049 as of May 31, 2020 and 2021, respectively)
|
384,239 | 514,033 | ||||||
|
|
|
|
|||||
Total current liabilities
|
2,479,364 | 3,471,445 | ||||||
|
|
|
|
|||||
Deferred tax liabilities,
non-current
(including deferred tax liabilities,
non-current
of the consolidated variable interest entities without recourse to the Company of US$12,392 and US$12,924 as of May 31, 2020 and 2021, respectively)
|
11,906 | 13,172 | ||||||
Long-term loan (including long-term loan of the consolidated variable interest entities without recourse to the Company of nil and nil as of May 31, 2020 and 2021, respectively)
|
117,881 | — | ||||||
Unsecured senior notes (including unsecured senior notes of the consolidated variable interest entities without recourse to the Company of nil and nil as of May 31, 2020 and May 31, 2021, respectively)
|
— | 297,631 | ||||||
Operating lease liabilities (including operating lease liabilities of the consolidated variable interest entities without recourse to the Company of US$1,054,149 and US$1,333,961 as of May 31, 2020 and 2021, respectively)
|
1,077,923 | 1,350,629 | ||||||
|
|
|
|
|||||
Total liabilities
|
3,687,074 | 5,132,877 | ||||||
|
|
|
|
As of May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Commitments and contingencies (Note 21)
|
||||||||
Equity
|
||||||||
Common shares (US$0.001 par value; 3,000,000,000 shares authorized as of May 31, 2020 and 2021; 1,588,017,140 and 1,690,082,150 shares issued as of May 31, 2020 and 2021; 1,585,400,800 and 1,690,082,150 shares outstanding as of May 31, 2020 and 2021 respectively)*
|
1,588 | 1,690 | ||||||
Treasury stock
|
(3 | ) | — | |||||
Additional
paid-in
capital
|
456,088 | 1,948,884 | ||||||
Statutory reserves
|
380,078 | 447,504 | ||||||
Retained earnings
|
1,986,411 | 2,253,399 | ||||||
Accumulated other comprehensive (loss) income
|
(90,867 | ) | 261,798 | |||||
|
|
|
|
|||||
Total New Oriental Education & Technology Group Inc. shareholders’ equity
|
2,733,295 | 4,913,275 | ||||||
|
|
|
|
|||||
Non-controlling
interests
|
136,516 | 104,901 | ||||||
|
|
|
|
|||||
Total equity
|
2,869,811 | 5,018,176 | ||||||
|
|
|
|
|||||
Total liabilities and equity
|
6,556,885 | 10,151,053 | ||||||
|
|
|
|
* |
Retrospectively restated for
the
effect of stock split
. (Note 16)
|
For the years ended May 31, | ||||||||||||
2019 | 2020 | 2021 | ||||||||||
US$ | US$ | US$ | ||||||||||
Net revenues
|
||||||||||||
Educational programs and services
|
2,785,254 | 3,230,378 | 3,936,969 | |||||||||
Books and other services
|
311,237 | 348,304 | 339,570 | |||||||||
|
|
|
|
|
|
|||||||
Total net revenues
|
3,096,491 | 3,578,682 | 4,276,539 | |||||||||
Operating cost and expenses
|
||||||||||||
Cost of revenues
|
(1,376,269 | ) | (1,588,899 | ) | (2,036,875 | ) | ||||||
Selling and marketing
|
(384,287 | ) | (445,259 | ) | (600,778 | ) | ||||||
General and administrative
|
(1,028,783 | ) | (1,145,521 | ) | (1,489,826 | ) | ||||||
Impairment loss on intangible assets and goodwill
|
(5,245 | ) |
—
|
(31,794 | ) | |||||||
|
|
|
|
|
|
|||||||
Total operating cost and expenses
|
(2,794,584 | ) | (3,179,679 | ) | (4,159,273 | ) | ||||||
|
|
|
|
|
|
|||||||
Gain on disposal of a subsidiary
|
3,627 |
—
|
—
|
|||||||||
|
|
|
|
|
|
|||||||
Operating income
|
305,534 | 399,003 | 117,266 | |||||||||
|
|
|
|
|
|
|||||||
Other income, net
|
||||||||||||
Interest income
|
97,530 | 116,117 | 141,511 | |||||||||
Interest expense
|
(1,615 | ) | (4,627 | ) | (6,747 | ) | ||||||
Realized gain from long-term investments
|
26,379 | 407 | 3,535 | |||||||||
Impairment loss from long-term investments
|
(5,919 | ) | (31,750 | ) | (40,207 | ) | ||||||
Loss from fair value change of long-term investments
|
(104,636 | ) | (18,451 | ) | (3,824 | ) | ||||||
Miscellaneous (loss) income, net
|
(1,424 | ) | 27,137 | 103,443 | ||||||||
|
|
|
|
|
|
|||||||
Income before income taxes and loss from equity method investments
|
315,849 | 487,836 | 314,977 | |||||||||
|
|
|
|
|
|
|||||||
Provision for income taxes:
|
||||||||||||
Current
|
(103,031 | ) | (142,992 | ) | (127,313 | ) | ||||||
Deferred
|
17,317 | 8,630 | 43,725 | |||||||||
|
|
|
|
|
|
|||||||
Provision for income taxes
|
(85,714 | ) | (134,362 | ) | (83,588 | ) | ||||||
|
|
|
|
|
|
|||||||
(Loss) gain from equity method investments
|
(2,289 | ) | 1,385 | (1,368 | ) | |||||||
|
|
|
|
|
|
|||||||
Net income
|
227,846 | 354,859 | 230,021 | |||||||||
|
|
|
|
|
|
|||||||
Less: Net loss attributable to
non-controlling
interests
|
(10,219 | ) | (58,474 | ) | (104,393 | ) | ||||||
|
|
|
|
|
|
|||||||
Net income attributable to New Oriental Education & Technology Group Inc.’s shareholders
|
238,065 | 413,333 | 334,414 | |||||||||
|
|
|
|
|
|
|||||||
Net income per common share*(Note 19)
|
||||||||||||
- Basic
|
0.15 | 0.26 | 0.20 | |||||||||
- Diluted
|
0.15 | 0.26 | 0.20 | |||||||||
Weighted average shares used in calculating basic and diluted net income per common share*
|
||||||||||||
- Basic
|
1,582,938,900 | 1,584,295,760 | 1,645,463,440 | |||||||||
- Diluted
|
1,590,393,450 | 1,595,368,900 | 1,651,982,384 |
* |
Retrospectively restated for
the
effect of stock split
. (Note 16)
|
For the years ended May 31, | ||||||||||||
2019 | 2020 | 2021 | ||||||||||
US$ | US$ | US$ | ||||||||||
Net income
|
227,846 | 354,859 | 230,021 | |||||||||
Other comprehensive (loss) income, net of tax
|
||||||||||||
Foreign currency translation adjustment
|
(190,358 | ) | (67,529 | ) | 327,236 | |||||||
Purchase of
non-controlling
interests
|
— | — |
59
|
|||||||||
|
|
|
|
|
|
|||||||
Unrealized gain (loss) on
available-for-sale
,
2019, 2020 and 2021, respectively
|
19,483 | (748 | ) | 27,318 | ||||||||
|
|
|
|
|
|
|||||||
Other comprehensive (loss) income, net of tax
|
(170,875 | ) | (68,277 | ) | 354,613 | |||||||
|
|
|
|
|
|
|||||||
Comprehensive income
|
56,971 | 286,582 | 584,634 | |||||||||
Comprehensive loss attributable to
non-controlling
interests
|
(11,130 | ) | (58,891 | ) | (102,445 | ) | ||||||
|
|
|
|
|
|
|||||||
Comprehensive income attributable to New Oriental Education & Technology Group Inc.’s shareholders
|
68,101 | 345,473 | 687,079 | |||||||||
|
|
|
|
|
|
Common shares |
Additional
paid-in capital
|
Treasury
stock |
Accumulated
other comprehensive income (loss) |
Statutory
reserves |
Retained
earnings |
Total New
Oriental Education & Technology Group Inc. shareholders’ equity |
Non-
controlling interests |
Total
shareholders’ equity |
||||||||||||||||||||||||||||||||
Number* | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||||||
Balance as of May 31, 2018
|
|
|
1,583,199,100 |
|
|
|
1,584 |
|
|
|
129,059 |
|
|
|
(1 |
)
|
|
|
244,886 |
|
|
|
263,518 |
|
|
|
1,352,543 |
|
|
|
1,991,589 |
|
|
|
16,482 |
|
|
|
2,008,071 |
|
Issuance of treasury stock and common shares for nonvested equity shares (“NES”)
|
|
|
4,818,040 |
|
|
|
4 |
|
|
|
(5 |
)
|
|
|
1 |
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Shares repurchase
|
|
|
(9,520,000 |
)
|
|
|
—
|
|
|
|
(55,952 |
)
|
|
|
(10 |
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(55,962 |
)
|
|
|
—
|
|
|
|
(55,962 |
)
|
Share-based compensation expenses
|
|
|
—
|
|
|
|
—
|
|
|
|
71,336 |
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
71,336 |
|
|
|
—
|
|
|
|
71,336 |
|
Transfer to statutory reserves
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
42,011 |
|
|
|
(42,011 |
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
238,065 |
|
|
|
238,065 |
|
|
|
(10,219 |
)
|
|
|
227,846 |
|
Foreign currency translation adjustment
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(188,982 |
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(188,982 |
)
|
|
|
(1,376 |
)
|
|
|
(190,358 |
)
|
Unrealized gain on
available-for-sale
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
19,018 |
|
|
|
—
|
|
|
|
—
|
|
|
|
19,018 |
|
|
|
465 |
|
|
|
19,483 |
|
Capital contribution from
non-controlling
interests
|
|
|
—
|
|
|
|
—
|
|
|
|
15,181 |
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,181 |
|
|
|
5,317 |
|
|
|
20,498 |
|
Change in
non-controlling
interests resulting from the initial public offering (the “IPO”) of Koolearn Technology Holding Limited (“Koolearn Holding”), net of issuance cost
|
|
|
—
|
|
|
|
—
|
|
|
|
139,211 |
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
139,211 |
|
|
|
94,136 |
|
|
|
233,347 |
|
Reclassification of redeemable
non-controlling
interests
|
|
|
—
|
|
|
|
—
|
|
|
|
145,690 |
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
145,690 |
|
|
|
60,934 |
|
|
|
206,624 |
|
Purchase of
non-controlling
interests
|
|
|
—
|
|
|
|
—
|
|
|
|
(15,190 |
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(15,190 |
)
|
|
|
(1,696 |
)
|
|
|
(16,886 |
)
|
Non-controlling
interests arising from acquisitions
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
288 |
|
|
|
288 |
|
Disposal of a subsidiary
|
|
|
—
|
|
|
|
—
|
|
|
|
(371 |
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(371 |
)
|
|
|
80 |
|
|
|
(291 |
)
|
Cumulative-effect adjustment upon adoption of ASU
2016-01
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(97,929 |
)
|
|
|
—
|
|
|
|
97,929 |
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Cumulative-effect adjustment upon adoption of ASC Topic 606
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,101 |
|
|
|
1,101 |
|
|
|
—
|
|
|
|
1,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of May 31, 2019
|
|
|
1,578,497,140 |
|
|
|
1,588 |
|
|
|
428,959 |
|
|
|
(10 |
)
|
|
|
(23,007 |
)
|
|
|
305,529 |
|
|
|
1,647,627 |
|
|
|
2,360,686 |
|
|
|
164,411 |
|
|
|
2,525,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
Additional
paid-in capital
|
Treasury
stock |
Accumulated
other comprehensive loss |
Statutory
reserves |
Retained
earnings |
Total New
Oriental Education & Technology Group Inc. shareholders’ equity |
Non-
controlling interests |
Total
shareholders’ equity |
||||||||||||||||||||||||||||||||
Number* | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||||||
Balance as of May 31, 2019
|
1,578,497,140 | 1,588 | 428,959 | (10 | ) | (23,007 | ) | 305,529 | 1,647,627 | 2,360,686 | 164,411 | 2,525,097 | ||||||||||||||||||||||||||||
Issuance of treasury stock and common shares for NES
|
6,903,660 | — | (7 | ) | 7 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Share-based compensation expenses
|
— | — | 41,326 | — | — | — | — | 41,326 | 20,731 | 62,057 | ||||||||||||||||||||||||||||||
Exercise of share options in Koolearn Holding
|
— | — | — | — | — | — | — | — | 3,629 | 3,629 | ||||||||||||||||||||||||||||||
Transfer to statutory reserves
|
— | — | — | — | — | 74,549 | (74,549 | ) | — | — | — | |||||||||||||||||||||||||||||
Net income
|
— | — | — | — | — | — | 413,333 | 413,333 | (58,474 | ) | 354,859 | |||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
— | — | — | — | (67,112 | ) | — | — | (67,112 | ) | (417 | ) | (67,529 | ) | ||||||||||||||||||||||||||
Unrealized gain on
available-for-sale
|
— | — | — | — | (748 | ) | — | — | (748 | ) | — | (748 | ) | |||||||||||||||||||||||||||
Purchase of
non-controlling
interests
|
— | — | (20,045 | ) | — | — | — | — | (20,045 | ) | 6,675 | (13,370 | ) | |||||||||||||||||||||||||||
Share option gain
|
— | — | 5,752 | — | — | — | — | 5,752 | — | 5,752 | ||||||||||||||||||||||||||||||
Capital contribution from
non-controlling
interests
|
— | — | 103 | — | — | — | — | 103 | (39 | ) | 64 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of
May 31, 2020 |
1,585,400,800 | 1,588 | 456,088 | (3 | ) | (90,867 | ) | 380,078 | 1,986,411 | 2,733,295 | 136,516 | 2,869,811 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
Additional
paid-in capital
|
Treasury
stock |
Accumulated
other comprehensive (loss)/income |
Statutory
reserves |
Retained
earnings |
Total New
Oriental Education & Technology Group Inc. shareholders’ equity |
Non-
controlling interests |
Total
shareholders’ equity |
||||||||||||||||||||||||||||||||
Number* | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||||||
Balance as of May 31, 2020
|
1,585,400,800 | 1,588 | 456,088 | (3 | ) | (90,867 | ) | 380,078 | 1,986,411 | 2,733,295 | 136,516 | 2,869,811 | ||||||||||||||||||||||||||||
Issuance of treasury stock and common shares for NES
|
5,706,350 | 3 | (6 | ) | 3 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Vested NES
|
1,110,000 | 1 | (1 | ) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
HK initial public offering, net of issuance cost
|
97,865,000 | 98 | 1,482,670 | — | — | — | — | 1,482,768 | — | 1,482,768 | ||||||||||||||||||||||||||||||
Share-based compensation expenses
|
— | — | 29,353 | — | — | — | — | 29,353 | 39,527 | 68,880 | ||||||||||||||||||||||||||||||
Exercise of share options in Koolearn Holding
|
— | — | — | — | — | — | — | — | 1,929 | 1,929 | ||||||||||||||||||||||||||||||
Transfer to statutory reserves
|
— | — | — | — | — | 67,426 | (67,426 | ) | — | — | — | |||||||||||||||||||||||||||||
Net income
|
— | — | — | — | — | — | 334,414 | 334,414 | (104,393 | ) | 230,021 | |||||||||||||||||||||||||||||
Foreign currency translation adjustment
|
— | — | — | — | 325,288 | — | — | 325,288 | 1,948 | 327,236 | ||||||||||||||||||||||||||||||
Unrealized gain on
available-for-sale
|
— | — | — | — | 27,318 | — | — | 27,318 | — | 27,318 | ||||||||||||||||||||||||||||||
Purchase of
non-controlling
interests
|
— | — | (19,092 | ) | — | 59 | — | — | (19,033 | ) | (626 | ) | (19,659 | ) | ||||||||||||||||||||||||||
Shares issuance of Koolearn Holdings
|
— | — | (128 | ) | — | — | — | — | (128 | ) | 30,000 | 29,872 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of May 31, 2021
|
1,690,082,150 | 1,690 | 1,948,884 | — | 261,798 | 447,504 | 2,253,399 | 4,913,275 | 104,901 | 5,018,176 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Retrospectively restated for the effect of stock split. (Note 16)
|
For the years ended May 31, | ||||||||||||
2019 | 2020 | 2021 | ||||||||||
US$ | US$ | US$ | ||||||||||
Cash flows from operating activities
|
||||||||||||
Net income
|
227,846 | 354,859 | 230,021 | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities
|
||||||||||||
Depreciation of property and equipment
|
110,042 | 146,310 | 225,657 | |||||||||
Amortization of intangible assets
|
3,699 | 4,530 | 4,524 | |||||||||
Amortization of land use rights
|
263 | 162 | 262 | |||||||||
Loss on disposal of property and equipment
|
10,685 | 4,866 | 5,380 | |||||||||
Gain on disposal of a subsidiary
|
(3,627 | ) | — | — | ||||||||
Goodwill impairment
|
5,245 | — | 28,858 | |||||||||
Impairment loss from intangible assets
|
— | — | 2,936 | |||||||||
Impairment loss from long-term investments
|
5,919 | 31,750 | 40,207 | |||||||||
Impairment loss from long-lived assets
|
— | — | 33,769 | |||||||||
Realized gain from long-term investments
|
(26,379 | ) | (407 | ) | (3,535 | ) | ||||||
Loss from fair value change of long-term investments
|
104,636 | 18,451 | 3,824 | |||||||||
Share-based compensation expenses
|
71,336 | 62,057 | 68,880 | |||||||||
Allowance for doubtful accounts
|
146 | 329 | 3,106 | |||||||||
Loss (gain) from equity method investments
|
2,289 | (1,385 | ) | 1,368 | ||||||||
Deferred income taxes
|
(17,273 | ) | (8,566 | ) | (44,644 | ) | ||||||
Amortization of discounts and issuance costs of the unsecured senior notes
|
— | — | 548 | |||||||||
Changes in operating assets and liabilities
|
||||||||||||
Accounts receivable
|
(509 | ) | (1,422 | ) | (4,627 | ) | ||||||
Inventory
|
6,032 | (3,278 | ) | 3,752 | ||||||||
Prepaid expenses and other current assets
|
(23,624 | ) | (40,713 | ) | (15,229 | ) | ||||||
Amounts due from related parties
|
(3,022 | ) | 14,106 | (661 | ) | |||||||
Long-term deposits
|
(12,622 | ) | (14,266 | ) | (5,020 | ) | ||||||
Long-term prepaid rents
|
858 | 658 | — | |||||||||
Operating lease
rights-of-use
|
— | (170,871 | ) | (252,297 | ) | |||||||
Accounts payable
|
(2,747 | ) | 82 | 12,809 | ||||||||
Accrued expenses and other current liabilities
|
(18,321 | ) | 63,667 | 122,147 | ||||||||
Income taxes payable
|
27,210 | 56,372 | 33,533 | |||||||||
Amounts due to related parties
|
670 | 1,152 | (1,667 | ) | ||||||||
Deferred revenue
|
336,896 | 61,930 | 420,340 | |||||||||
Operating lease liabilities
|
— | 224,082 | 215,844 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities
|
805,648 | 804,455 | 1,130,085 | |||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities
|
||||||||||||
Purchase of term deposits
|
(104,178 | ) | (249,048 | ) | (1,203,630 | ) | ||||||
Proceeds from maturity of term deposits
|
95,402 | 69,740 | 296,077 | |||||||||
Payments for short-term investments
|
(3,595,634 | ) | (2,964,402 | ) | (4,253,957 | ) | ||||||
Proceeds from maturity of short-term investments
|
3,432,981 | 2,248,486 | 3,452,642 | |||||||||
Purchase of property and equipment
|
(269,140 | ) | (309,548 | ) | (429,197 | ) | ||||||
Proceeds from disposal of property and equipment
|
17,238 | 24,477 | 45,392 | |||||||||
Payments for long-term investments
|
(128,970 | ) | (92,087 | ) | (106,965 | ) | ||||||
Proceeds from disposal of long-term investments
|
46,956 | 8,480 | 24,623 | |||||||||
Business acquisitions, net of cash acquired of US$2,697, US$1,419 and US$430 for the years ended May 31, 2019, 2020 and 2021, respectively (Note 3)
|
(36,367 | ) | 1,073 | (12,701 | ) | |||||||
Purchase of land use rights
|
(7,738 | ) | — | (7,151 | ) | |||||||
Loans provided to related parties
|
(61,155 | ) | (7,128 | ) | (10,486 | ) | ||||||
Repayment of loan provided to related parties
|
45,682 | 712 | 27,714 | |||||||||
Disposal of subsidiaries, net of cash disposed of US$12,050, US$665 and nil for the years ended May 31, 2019, 2020 and 2021, respectively
|
(9,789 | ) | 12,875 | — | ||||||||
Net cash used in investing activities
|
(574,712 | ) | (1,256,370 | ) | (2,177,639 | ) | ||||||
|
|
|
|
|
|
For the years ended May 31, | ||||||||||||
2019 | 2020 | 2021 | ||||||||||
US$ | US$ | US$ | ||||||||||
Cash flows from financing activities
|
||||||||||||
Net proceeds from HK initial public offering
|
— | — | 1,482,768 | |||||||||
Proceeds from issuances of common shares upon exercise of share options
|
— | 3,629 | 1,929 | |||||||||
Proceeds from issuance of ordinary shares relating to the IPO of Koolearn Holding
|
233,347 | — | — | |||||||||
Cash paid for employees’ individual income taxes on withheld shares from exercise of NES
|
(12,085 | ) | (9,853 | ) | (16,168 | ) | ||||||
Payments made after a business combination
|
— | (18,332 | ) | (1,741 | ) | |||||||
Repayment of long-term debt
|
— | — | (120,000 | ) | ||||||||
Proceeds from long-term loan
|
96,457 | 20,000 | 297,083 | |||||||||
Cash paid for shares repurchase
|
(55,962 | ) | — | — | ||||||||
Capital contribution from
non-controlling
interests
|
20,498 | 64 | — | |||||||||
Share issuances of Koolearn Holdings
|
— | — | 29,872 | |||||||||
Purchase of
non-controlling
interests
|
(15,606 | ) | (13,370 | ) | (19,659 | ) | ||||||
|
|
|
|
|
|
|||||||
Net cash provided by (used in) financing activities
|
266,649 | (17,862 | ) | 1,654,084 | ||||||||
|
|
|
|
|
|
|||||||
Effects of exchange rate changes
|
(66,123 | ) | (29,026 | ) | 106,173 | |||||||
|
|
|
|
|
|
|||||||
Net change in cash, cash equivalents and restricted cash
|
431,462 | (498,803 | ) | 712,703 | ||||||||
Cash, cash equivalents and restricted cash at beginning of year
|
986,765 | 1,418,227 | 919,424 | |||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents and restricted cash at end of year
|
1,418,227 | 919,424 | 1,632,127 | |||||||||
|
|
|
|
|
|
|||||||
Supplement disclosure of cash flow information:
|
||||||||||||
Income taxes paid
|
75,346 | 135,678 | 144,377 | |||||||||
Interests paid
|
833 | 4,665 | 4,219 | |||||||||
Non-cash
investing and financing activities
|
||||||||||||
Payable for investments and acquisitions
|
21,962 | 3,917 | 6,536 | |||||||||
Payable for purchase of property and equipment
|
44,445 | 65,335 | 79,132 | |||||||||
Receivable from the disposal of a subsidiary
|
13,760 | — | — | |||||||||
|
|
|
|
|
|
1.
|
ORGANIZATION AND PRINCIPAL ACTIVITIES
|
Name
|
Date of
incorporation or acquisition |
Place of
incorporation (or establishment)/ operation |
Legal
ownership |
Principal activity | ||||
Major subsidiaries of the Company:
|
||||||||
Beijing Decision Education & Consulting Company Limited (“Beijing Decision”)
|
April 20, 2005 | PRC | 100% |
Educational technology and
management services
|
||||
Beijing Hewstone Technology Company Limited (“Beijing Hewstone”)
|
April 20, 2005 | PRC | 100% |
Educational
software development
|
||||
Elite Concept Holdings Limited (“Elite Concept”)
|
December 3, 2007 | Hong Kong | 100% | Educational consulting | ||||
Winner Park Limited (“Winner Park”)
|
December 9, 2008 | Hong Kong | 100% | Educational consulting | ||||
Smart Shine International Limited (“Smart Shine”)
|
December 9, 2008 | Hong Kong | 100% | Educational consulting | ||||
Beijing Pioneer Technology Company Limited (“Beijing Pioneer”)
|
January 8, 2009 | PRC | 100% |
Educational
software development
|
||||
Beijing Smart Wood Software Technology Company Limited (“Beijing Smart Wood”)
|
December 21, 2011 | PRC | 100% |
Educational consulting and
software development
|
||||
Koolearn Holding
|
February 7, 2018 | Cayman Islands | 55.68% | Online education service | ||||
New Oriental Xuncheng Technology (HK)
Limited (“Koolearn Tech”)
|
March 2, 2018 | Hong Kong | 55.68% | Online education service | ||||
Beijing Dexin Dongfang Network Technology Co., Ltd. (“Dexin Dongfang”)
|
March 21, 2018 | PRC | 55.68% |
Educational consulting and
software development |
||||
Zhuhai Chongsheng Heli Network Technology Co., Ltd (“Zhuhai Chongsheng”)
|
July 23, 2019 | PRC | 55.68% |
Educational consulting and
software development |
||||
VIEs of the Company:
|
||||||||
New Oriental Education & Technology Group Co., Ltd (“New Oriental China”)
|
August 2, 2001 | PRC | N/A |
Education consulting,
software development and distributions and other services |
||||
Beijing New Oriental Xuncheng Network Technology Co., Ltd. (“Xuncheng”)
|
March 11, 2005 | PRC | N/A | Online education service | ||||
Major subsidiaries and schools of the VIEs:
|
||||||||
Beijing Haidian District Privately-Funded New Oriental School (“Beijing Haidian School”)
|
October 5, 1993 | PRC | N/A |
Language training and test
preparation
|
||||
Yangzhou School
|
June 6, 2002 | PRC | N/A |
Primary and secondary
school education |
||||
Wuhan New Oriental Training School
|
April 28, 2002 | PRC | N/A |
Language training and
test preparation
|
||||
Xi’an Yanta District New Oriental School
|
November 26, 2002 | PRC | N/A |
Language training and
test preparation
|
||||
Nanjing Gulou New Oriental Advanced Study School
|
November 28, 2002 | PRC | N/A |
Language training and
test preparation
|
||||
Beijing New Oriental Dogwood Cultural Communications Co., Ltd. (“Dogwood”)
|
May 16, 2003 | PRC | N/A |
Content development
and distribution
|
||||
Beijing New Oriental Vision Overseas Consultancy
Co., Ltd.
|
February 19, 2004 | PRC | N/A |
Oversea study
consulting service
|
||||
Hangzhou New Oriental Advanced Study School
|
July 21, 2005 | PRC | N/A |
Language training and
test preparation
|
||||
Beijing Chaoyang District Kindergarten of Stars
|
November 20, 2007 | PRC | N/A |
Pre-school
education
|
(i) |
Trademark license agreements. Pursuant to the trademark license agreement dated May 13, 2006 between the Company as the licensor and New Oriental China as the licensee, the Company has licensed the trademarks to New Oriental China for its use in China. The Company has also allowed New Oriental China to enter into
sub-license
agreements with its subsidiaries and schools pursuant to which each of the subsidiaries and schools may use the trademarks in China by paying license fees. This license is valid from May 14, 2006 to December 31, 2050, subject to the renewal every ten years upon the expiration of the trademark registration.
|
(ii) |
New enrollment system development service agreements. Beijing Decision has entered into new enrollment system development service agreements with the schools of New Oriental China, under which Beijing Decision agreed to provide new enrollment system development and regular maintenance services to those schools of New Oriental China for a fee equal to the applicable fee rate multiplied by the number of new student enrollments. These agreements can be renewed by both parties to the agreements.
|
(iii) |
Other operating service agreements. Pursuant to operating service agreements between certain WFOEs and the subsidiaries or schools of New Oriental China, the WFOEs have agreed to provide certain operating services to the subsidiaries or schools of New Oriental China for fees that are calculated based on a percentage, ranging from 2.0% to 6.0%, of respective revenues of each of the subsidiaries and schools. A majority of these agreements provide unlimited
two-year
or five-year automatic renewal without consent of the WFOEs. The remaining agreements can be renewed by both parties to the agreements.
|
(iv) |
Sale of educational software agreements. Ten WFOEs, namely Beijing Hewstone, Beijing Pioneer, Beijing Smart Wood, Beijing Joy Tend Technology Company Limited (“Beijing Joy Trend”), Beijing magnificence Technology Company Limited (“Beijing Magnificence”), Beijing Top Technology Company Limited (“Beijing Top”), Beijng Shenghe Technology Company Ltd. (“Beijing Shenghe”), Beijing Right Time Technology Company Limited (“Beijing Right Time”), Beijing Sincerity Technology Company Limited and Beijing Jinghong Software Technology Company Ltd. (“Beijing Jinghong”), entered into agreements whereby the WFOEs sell various self-developed educational software to the subsidiaries or schools of New Oriental China. Except for four agreements that are silent on renewal, these agreements provide unlimited
two-year
automatic renewal terms, and the subsidiaries and schools of New Oriental China cannot terminate the agreements without the consent of the WFOEs in China.
|
|
•
|
|
revoke the business and operating licenses of the Company’s PRC subsidiaries and the VIEs;
|
|
•
|
|
confiscate any of income of the Company that it deems to be obtained through illegal operations;
|
|
•
|
|
discontinue or restrict the operations of any related-party transactions between the Company’s PRC subsidiaries and the VIEs;
|
|
•
|
|
restrict right of the Company to collect revenues or limit the Company’s business expansion in China by way of entering into contractual arrangements;
|
|
•
|
|
impose fines or other requirements with which the Company’s PRC subsidiaries and the VIEs may not be able to comply;
|
|
•
|
|
require the Company or the Company’s PRC subsidiaries or the VIEs to restructure the relevant ownership structure or operations;
|
|
•
|
|
restrict or prohibit the Company’s use of the proceeds of the further offering to finance the Group’s business and operations in China; or
|
|
•
|
|
take other regulatory or enforcement actions against the Group that could be harmful to its business.
|
As of May 31 | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Total current assets
|
2,385,315 | 3,695,432 | ||||||
Total
non-current
assets
|
2,463,751 | 3,207,820 | ||||||
|
|
|
|
|||||
Total assets
|
4,849,066 | 6,903,252 | ||||||
|
|
|
|
|||||
Total current liabilities
|
2,395,977 | 3,407,246 | ||||||
Total
non-current
liabilities
|
1,066,541 | 1,346,885 | ||||||
|
|
|
|
|||||
Total liabilities
|
3,462,518 | 4,754,131 | ||||||
|
|
|
|
For the years ended May 31, | ||||||||||||
2019 | 2020 | 2021 | ||||||||||
US$ | US$ | US$ | ||||||||||
Net revenues
|
3,056,537 | 3,453,555 | 4,270,169 | |||||||||
Net income
|
575,614 | 575,210 | 663,099 | |||||||||
Net cash provided by operating activities
|
536,631 | 675,015 | 1,046,695 | |||||||||
Net cash used in investing activities
|
(450,569 | ) | (780,310 | ) | (789,120 | ) | ||||||
Net cash used in financing activities
|
(27,691 | ) | (45,188 | ) | (16,658 | ) | ||||||
|
|
|
|
|
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
Buildings
|
20-50
years
|
|
Transportation equipment
|
10 years | |
Furniture and education equipment
|
5 years | |
Computer equipment and software
|
3 years | |
Leasehold improvements
|
Shorter of the lease term or estimated useful life |
Trade mark
|
10 years | |
License
|
20 years | |
Student base
|
1.75 years | |
Favorable lease
|
8.67 years | |
Courseware
|
3 years |
|
(a)
|
Equity securities
|
|
•
|
|
Equity securities with readily determinable fair values
|
|
•
|
|
Equity securities without readily determinable fair values
|
(b) |
Equity method investments
|
(c) |
Available-for-sale
|
(a) |
Educational programs and services
|
(b) |
Books and other services
|
3.
|
BUSINESS ACQUISITIONS
|
4.
|
SHORT-TERM INVESTMENTS
|
As of May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Held-to-maturity
|
2,318,280 | 3,434,726 | ||||||
|
|
|
|
5.
|
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET
|
As of May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Advances to suppliers
|
49,547 | 60,231 | ||||||
Interest receivables
|
33,488 | 51,249 | ||||||
Receivable from third parties’ platforms
|
10,593 | 46,789 | ||||||
Staff advances (a)
|
24,712 | 34,611 | ||||||
Rental deposits
|
10,326 | 24,700 | ||||||
Prepaid rents (b)
|
39,706 | 20,152 | ||||||
VAT recoverable
|
5,562 | 7,887 | ||||||
Prepaid advertising fees
|
7,607 | 7,067 | ||||||
Deposits of advertising and decoration
|
2,594 | 1,222 | ||||||
Prepaid property taxes and other taxes
|
779 | 116 | ||||||
Others (c)
|
14,639 | 15,424 | ||||||
|
|
|
|
|||||
199,553 | 269,448 | |||||||
Less: allowance for other receivables
|
(149 | ) | (215 | ) | ||||
|
|
|
|
|||||
199,404 | 269,233 | |||||||
|
|
|
|
(a) |
Staff advances were provided to staff for travelling and business related use and are expensed as incurred.
|
(b) |
Prepaid rents represent the prepayment of rent related to leases less than 12 months
|
(c) |
Others primarily included prepaid maintenance fees, other receivables and other miscellaneous prepayments.
|
6.
|
PROPERTY AND EQUIPMENT, NET
|
As of May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Buildings
|
178,782 | 205,292 | ||||||
Transportation equipment
|
9,172 | 8,302 | ||||||
Furniture and education equipment
|
195,262 | 279,751 | ||||||
Computer equipment and software
|
95,385 | 145,216 | ||||||
Leasehold improvements
|
579,231 | 839,150 | ||||||
Construction in progress
|
44,856 | 63,060 | ||||||
|
|
|
|
|||||
1,102,688 | 1,540,771 | |||||||
Less: accumulated depreciation
|
(453,218 | ) | (609,768 | ) | ||||
Less: accumulated impairment loss
|
— | (29,541 | ) | |||||
Exchange differences
|
22,985 | (36,432 | ) | |||||
|
|
|
|
|||||
672,455 | 865,030 | |||||||
|
|
|
|
7.
|
LAND USE RIGHTS, NET
|
As of May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Land use rights
|
7,696 | 16,121 | ||||||
Less: accumulated amortization
|
(1,842 | ) | (2,104 | ) | ||||
Exchange differences
|
183 | (28 | ) | |||||
|
|
|
|
|||||
Land use rights, net
|
6,037 | 13,989 | ||||||
|
|
|
|
8.
|
INTANGIBLE ASSETS, NET
|
As of May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Intangible assets with indefinite lives:
|
||||||||
Trademark
|
229 | 257 | ||||||
Intangible assets with finite lives:
|
||||||||
Trademark
|
9,170 | 9,064 | ||||||
Courseware
|
116 | 130 | ||||||
Student base
|
12,719 | 13,358 | ||||||
Favorable lease
|
657 | 737 | ||||||
License
|
415 | 415 | ||||||
|
|
|
|
|||||
23,306 | 23,961 | |||||||
|
|
|
|
|||||
Less: accumulated amortization
|
(13,515 | ) | (18,039 | ) | ||||
Exchange differences
|
455 | (1,086 | ) | |||||
|
|
|
|
|||||
10,246 | 4,836 | |||||||
|
|
|
|
9.
|
GOODWILL, NET
|
As of May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Beginning balance
|
86,541 | 87,293 | ||||||
Acquisition
|
2,815 | 13,420 | ||||||
Exchange differences
|
(2,063 | ) | 8,326 | |||||
|
|
|
|
|||||
Ending balance
|
87,293 | 109,039 | ||||||
Accumulated impairment
|
(6,927 | ) | (35,785 | ) | ||||
|
|
|
|
|||||
Goodwill, net
|
80,366 | 73,254 | ||||||
|
|
|
|
10.
|
LONG-TERM INVESTMENTS, NET
|
As of May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Equity securities with readily determinable fair value:
|
||||||||
Sunlands Online Education Group (“Sunlands”) (a)
|
21,440 | 15,939 | ||||||
Beijing Shengtong Printing Co., Ltd (“Shengtong”) (b)
|
4,066 | 4,829 | ||||||
Tarena International, Inc. (“Tarena”) (c)
|
2,190 | 3,650 | ||||||
Equity securities without readily determinable fair value:
|
||||||||
Tibet Tianli Education and Technology Co., Ltd (“Tibet Tianli”) (d)
|
10,512 | 27,327 | ||||||
EEO Education Technology Co., Ltd. (“EEO”) (e)
|
8,774 | 9,312 | ||||||
Other investments (f)
|
30,797 | 50,541 | ||||||
Equity method investments:
|
||||||||
New Oriental Education and Culture Industry Fund (Zhangjiagang) Partnership (Limited Partnership) (“Education Industry Fund”) (g)
|
67,057 | 86,512 | ||||||
VM EDU Fund I, L.P.(h)
|
56,734 | 77,727 | ||||||
Other investments (i)
|
27,716 | 37,597 | ||||||
Available-for-sale
|
||||||||
Shanghai Golden Education & Training Co., Ltd. (“Golden Finance”) (j)
|
59,947 | 83,188 | ||||||
Happy_seed (Cayman) Ltd. (“Happy Seed”) (k)
|
10,000 | 19,050 | ||||||
Tianjin Uhozz Internet Technology Co., Ltd (“Uhozz”) (l)
|
16,350 | 16,900 | ||||||
Other
available-for-sale
|
115,518 | 105,177 | ||||||
|
|
|
|
|||||
431,101 | 537,749 | |||||||
|
|
|
|
(a) |
In January 2016, the Group invested US$12,310 in Sunlands, a company engaged in online education specific to vocational qualification training, for subscribing the convertible bonds. In July 2016, the Group converted all of the convertible bonds into redeemable preferred shares of Sunlands for a 4.9% equity interests. Additionally, the Group also invested an additional US$12,205 redeemable preferred shares for another 4.9% equity interests in Sunlands during July 2016. Subsequent to the additional investment, the Group holds 9.8% equity interest in Sunlands.
|
(b) |
In April 2015, the Group acquired 18% equity interests in Beijing ROBOROBO Technology Co., Ltd. (“ROBOROBO”) for a cash consideration of US$4,356.
ROBOROBO is a company applying various robots build training course for kids with different ages. In February 2017, the Group disposed all of its ownership in ROBOROBO, in exchange
for 1.87% common shares issued by Shengtong, which is a listed
A-share
company in China. Realized gain of US$7,086 was recognized during the year ended May 31, 2017. The equity interests acquired in Shengtong were classified as equity security with readily determinable fair value.
Loss of US$1,605,
US$1,079 and gain of US$217
were recorded in loss from fair value change of long-term investments for the years ended May 31, 2019, 2020 and 2021, respectively.
|
(c) |
In March 2014, the Group invested US$13,500 in Tarena, a NASDAQ listed company that provides IT professional education services in China, for 3% equity interests. In July 2017, the Group sold 1% equity interest in Tarena to third parties and the realized gain of US$4,545 was recognized in investment income for the year ended May 31, 2018.
Loss of US$6,410,
US$1,010 and gain of US$1,460
were recorded in loss from fair value change of long-term investments for the years ended May 31, 2019, 2020 and 2021, respectively.
|
(d) |
In December 2018, the Group invested 5%
equity interests in Tibet Tianli, a company engaged in developing educational products. In April 2020 and December 2020, the Group further subscribed
5% and 11%
equity interests, respectively. The Group accounted for the investment as equity securities without readily determinable fair value as Tibet Tianli is a private company without readily determinable fair value. As of May 31, 2021 the Group
holds 20.75%
of the total equity interests in Tibet Tianli. For the years ended May 31, 2019, 2020 and 2021, no impairment loss was recorded from this investment.
|
(e) |
In April 2017, the Group acquired 10% equity interests in EEO, a company engaged in the business of developing
on-line
classroom product. The Group accounted an equity security without readily determinable fair value and use
d
the measure alternative for the equity investments when the equity method is not applicable and there is no readily determinable fair value for the investments. For the years ended May 31, 2019, 2020 and 2021, no
impairment loss was recorded from this investment.
|
(f) |
The
Group holds several insignificant investments in third-party private companies and has no ability to exercise significant influence over the investees. Those investments were accounted using the measurement alternative when there is no readily determinable fair value for the investments. The Group recorded nil,
US$ 9,096 and
US$ 12,532 impairment loss on these investment during the years ended May 31, 2019, 2020 and 2021, respectively.
|
(g) |
In July 2018, Education Industry Fund was established with the total committed capital of US$224,000.
There are two general partners in the fund, which include an entity invested by Mr. Yu and an unrelated third party. The Group participates in the Education Industry Fund as a limited partner and invested
US$86,512
in the Education Industry Fund as of May 31, 2021. The Group accounts for the investment under the equity method in accordance with ASC 323, Equity Method of Accounting (“ASC 323”) because the Group is a limited partner and
owns 36.3% interest in
the
Education Industry Fund.
|
(h) |
In June 2019, VM EDU Fund I, LP, a market-driven investment entity, was established with
a
The Group participates in the VM EDU Fund I, LP as a limited partner and invested
US$77,727
in VM EDU Fund I, LP as of May 31, 2021. The Group accounts for the investment under the equity method in accordance with ASC 323 because the Group is a limited partner and owns
49.69
% interest in the VM EDU Fund I, LP.
|
(i) |
The Group holds from 6.86% to 50.0% equity interests in other 14 third-party companies through investments in their common shares or
in-substance
common shares. The Group accounts for these investments under the equity method because the Group has the ability to exercise significant influence but does not have control over the investees.
|
(j) |
In April 2015, the Group invested 9.75% equity interests in Golden Finance, a company engaged in training programs business associated with finance and business management. In November 2015, the Group further subscribed 9.75% equity interests. During the year ended May 31, 2019, the Group disposed of
7.2
% equity interests in Golden Finance with total consideration of US$33,156, and the remaining shares were diluted to 12.3%. Gain of US$23,096 was recognized as realized gain from long-term investments in the consolidated statements of operations for the year ended May 31, 2019. The Group accounts for the investment as
available-for-sale
|
(k) |
In August 2019, the Group invested
6.42
% equity interests in Happy Seed, a company engaged in cultivating logical thinking skill. In September 2020, the Group further subscribed additional
1.57
% equity interests. The Group accounts for the investment as
available-for-sale
|
(l) |
In May 2015, the Group invested in Uhozz, a company providing oversea rental agency services, for
a
10% equity interests with redemption and liquidation preferences. In March 2018, the Group further subscribed
to
15.18% series B preferred shares. The Group accounted for the investment as
available-for-sale
|
(m) |
Other
available-for-sale
available-for-sale
investments as of May 31, 2019, 2020 and 2021. Realized gains of US$3,283,
US$407 and US$3,535
were recorded in realized gain from long-term investments for the years ended May 31, 2019, 2020 and 2021, respectively. The Group recorded US$5,919, US$22,654 and US$27,675 impairment loss on these investments during the years ended May 31, 2019, 2020 and 2021, respectively.
|
11.
|
FAIR VALUE MEASUREMENT
|
As of May 31, 2020 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Market for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
Description
|
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
US$ | US$ | US$ | US$ | |||||||||||||
Long-term investments:
|
||||||||||||||||
Equity securities with readily determinable fair values
|
27,696 | — | — | 27,696 | ||||||||||||
Available-for-sale
|
— | 41,889 | 159,926 | 201,815 | ||||||||||||
Total
|
27,696 | 41,889 | 159,926 | 229,511 | ||||||||||||
|
|
|
|
|
|
|
|
As of May 31, 2021 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Market for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
Description
|
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
US$ | US$ | US$ | US$ | |||||||||||||
Long-term investments:
|
||||||||||||||||
Equity securities with readily determinable fair values
|
24,418 | — | — | 24,418 | ||||||||||||
Available-for-sale
|
— | 159,083 | 65,232 | 224,315 | ||||||||||||
Total
|
24,418 | 159,083 | 65,232 | 248,733 | ||||||||||||
|
|
|
|
|
|
|
|
(a) |
As of May 31, 2021, the fair value of total
available-for-sale
available-for-sale
|
12.
|
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
|
As of May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Accrued payroll
|
331,172 | 458,858 | ||||||
Refund liability (a)
|
94,006 | 164,353 | ||||||
Payable for purchase of property and equipment
|
65,335 | 79,132 | ||||||
Amounts reimbursable to employees (b)
|
12,674 | 24,983 | ||||||
Accrued advertising fees
|
20,231 | 23,607 | ||||||
VAT payable
|
2,881 | 17,358 | ||||||
Rent payable
|
13,857 | 17,980 | ||||||
Refundable deposits (c)
|
14,819 | 16,263 | ||||||
Refundable fees received from students (d)
|
15,955 | 12,999 | ||||||
Welfare payable
|
12,612 | 12,593 | ||||||
Other taxes payable
|
1,785 | 8,779 | ||||||
Accrued professional service fees
|
6,199 | 8,278 | ||||||
Royalty fees payable (e)
|
6,696 | 7,967 | ||||||
Payable for investments and acquisitions
|
3,917 | 6,536 | ||||||
Others (f)
|
32,480 | 48,545 | ||||||
|
|
|
|
|||||
Total
|
634,619 | 908,231 | ||||||
|
|
|
|
(a) |
The refund liability is recognized for variable amount of the considerations received from
the
customers and recorded as refund liability as described in Note 2.
|
(b) |
Amounts reimbursable to employees include travelling and the business related expenses.
|
(c) |
Refundable deposits represent student deposits for dormitory or other fees that will be refunded upon graduation and student security deposits refunded upon completion of the study tour.
|
(d) |
Refundable fees received from students represent (1) the miscellaneous expenses other than tuition fees received from students which will be paid out on their behalf; and (2) tuition fees refundable to students for classes withdrawn.
|
(e) |
Royalty fees payable relate to payments to content providers for
on-line
learning programs and those to counterparties for copyrights and resource sharing.
|
(f) |
Others primarily include transportation expenses, utility fees, property management fees and other miscellaneous expenses payable.
|
13.
|
LEASE
|
For the years ended May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Cash payments for the operating leases
|
371,734 | 495,819 | ||||||
ROU assets obtained in exchange for the new operating lease liabilities
|
639,545 | 764,083 | ||||||
|
|
|
|
14.
|
UNSECURED SENIOR NOTES
|
As of May 31,
2021 |
Effective
interest rate |
|||||||
US$ | ||||||||
Carrying amount of US$300,000, 2.125% notes due 2025
|
297,631 | 2.35 | % | |||||
Unamortized debt discounts, accrued interest expenses and debt issuance costs
|
2,369 | |||||||
|
|
|||||||
Total principal amount of the unsecured senior notes
|
300,000 |
15.
|
LONG-TERM LOAN
|
As of May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Secured bank loan
|
117,881 | — | ||||||
The carrying amounts of bank loans are repayable:
|
||||||||
Within a period of more than one year but not exceeding two years
|
117,881 | — | ||||||
Within a period of more than two years but not exceeding five years
|
— | — |
16.
|
COMMON SHARES AND TREASURY STOCK
|
Number of
common shares |
Number of
treasury stock |
|||||||
Shares outstanding as of June 1, 2019
|
1,578,497,140 | 9,520,000 | ||||||
Reissuance of treasury stock for NES
|
6,903,660 | (6,903,660 | ) | |||||
|
|
|
|
|||||
Shares outstanding as of May 31, 2020
|
1,585,400,800 | 2,616,340 | ||||||
|
|
|
|
|||||
Issuance of common share for NES
|
6,816,350 | (2,616,340 | ) | |||||
Dual listing common shares issued
|
97,865,000 | — | ||||||
|
|
|
|
|||||
Shares outstanding as of May 31, 2021
|
1,690,082,150 | — | ||||||
|
|
|
|
Number of NES |
Weighted-average grant
date fair value and intrinsic value |
|||||||
US$ | ||||||||
NES outstanding as of June 1, 2020
|
12,565,050 | 7.07 | ||||||
Granted
|
19,595,518 | 11.51 | ||||||
Vested
|
(6,816,350 | ) | 7.82 | |||||
Forfeited
|
(428,228 | ) | 7.24 | |||||
NES outstanding as of May 31, 2021
|
24,915,990 | 10.35 | ||||||
NES vested and expect to vest as of May 31, 2021
|
24,915,990 | |||||||
|
|
Number of share
options |
Weighted average
exercise price per option (US$) |
|||||||
Outstanding as of June 1, 2019
|
44,740,485 | 1.13 | ||||||
Forfeited
|
(2,360,000 | ) | 1.13 | |||||
Exercised
|
(3,129,000 | ) | 1.13 | |||||
|
|
|||||||
Outstanding as of May 31, 2020
|
39,251,485 | 1.13 | ||||||
Forfeited
|
(680,500 | ) | 1.13 | |||||
Exercised
|
(1,668,000 | ) | 1.13 | |||||
|
|
|||||||
Outstanding as of May 31, 2021
|
36,902,985 | 1.13 | ||||||
|
|
|
|
Number of share
options |
Weighted
average exercise price per option (US$) |
|||||||
Granted on January 29, 2020
|
40,000,000 | 3.26 | ||||||
Forfeited
|
(1,801,000 | ) | 3.26 | |||||
|
|
|||||||
Outstanding as of May 31, 2020
|
38,199,000 | 3.26 | ||||||
Forfeited
|
(8,621,185 | ) | 3.26 | |||||
Exercised
|
(36,000 | ) | 3.26 | |||||
|
|
|||||||
Outstanding as of May 31, 2021
|
29,541,815 | 3.26 |
January 29, 2020
Koolearn Post- IPO Share Option I |
||||
Weighted average share price
|
US$ | 3.49 | ||
Exercise price
|
US$ | 3.26 | ||
Expected volatility
|
52 | % | ||
Expected life
|
10 years | |||
Risk-free rate
|
1.44 | % | ||
Expected dividend yield
|
0.00 | % |
Number of share
options |
Weighted average
exercise price per option (US$) |
|||||||
Granted on August 25, 2020
|
25,000,000 | 4.39 | ||||||
Forfeited
|
(4,152,000 | ) | 4.39 | |||||
|
|
|||||||
Outstanding as of May 31, 2021
|
20,848,000 | 4.39 | ||||||
|
|
August 25, 2020
Koolearn Post- IPO Share Option II |
||||
Weighted average share price
|
4.52 | |||
Exercise price
|
4.39 | |||
Expected volatility
|
49.5 | % | ||
Expected life
|
10 years | |||
Risk-free rate
|
0.44 | % | ||
Expected dividend yield
|
0.00 | % |
18.
|
INCOME TAXES
|
For the years ended May 31, | ||||||||||||
2019 | 2020 | 2021 | ||||||||||
US$ | US$ | US$ | ||||||||||
Current:
|
||||||||||||
PRC
|
103,031 | 142,992 | 127,313 | |||||||||
|
|
|
|
|
|
|||||||
Deferred:
|
||||||||||||
PRC
|
(17,317 | ) | (8,630 | ) | (43,725 | ) | ||||||
|
|
|
|
|
|
|||||||
Total provision for income taxes
|
85,714 | 134,362 | 83,588 | |||||||||
|
|
|
|
|
|
As of May 31, | ||||||||
2020 | 2021 | |||||||
US$ | US$ | |||||||
Deferred tax assets
|
||||||||
Allowance doubtful accounts
|
4,677 | 12,710 | ||||||
Accrued expenses
|
55,172 | 76,848 | ||||||
Net operating loss carry-forward
|
43,049 | 102,595 | ||||||
Tax impact from the long term investments disposed to a related party
|
1,521 | 1,521 | ||||||
|
|
|
|
|||||
Total deferred tax assets
|
104,419 | 193,674 | ||||||
|
|
|
|
|||||
Less: valuation allowance
|
(41,095 | ) | (90,087 |
)
|
||||
|
|
|
|
|||||
Total deferred tax assets, net
|
63,324 | 103,587 | ||||||
|
|
|
|
|||||
Deferred tax liabilities
|
||||||||
Acquired assets
|
3,598 | 3,241 | ||||||
Tax impact from the unrealized gain on
available-for-sale
|
8,308 | 9,931 | ||||||
|
|
|
|
|||||
Total deferred tax liabilities
|
11,906 | 13,172 | ||||||
|
|
|
|
For the years ended May 31, | ||||||||||||
2019 | 2020 | 2021 | ||||||||||
% | % | % | ||||||||||
Statutory tax rate
|
25.00 | 25.00 | 25.00 | |||||||||
Effect of permanent differences for tax purposes
|
16.70 | 5.93 | (1.53 |
)
|
||||||||
Tax effect of exempt entities
|
(6.91 | ) | (5.50 | ) | (3.83 | ) | ||||||
Effect of tax holiday
|
(9.73 | ) | (5.13 | ) | (8.66 | ) | ||||||
Changes in valuation allowance
|
1.13 | 6.53 | 15.55 | |||||||||
Effect of dividend withholding tax
|
0.77 | 0.63 | 0.00 | |||||||||
|
|
|
|
|
|
|||||||
Effective tax rate
|
26.96 | 27.46 | 26.53 | |||||||||
|
|
|
|
|
|
For the years ended May 31, | ||||||||||||
2019 | 2020 | 2021 | ||||||||||
US$ | US$ | US$ | ||||||||||
Increase in income tax expenses
|
51,002 | 50,809 | 33,847 | |||||||||
Decrease in net income per share—basic
|
0.32 | 0.32 | 0.20 | |||||||||
Decrease in net income per share—diluted
|
0.32 | 0.32 | 0.20 | |||||||||
|
|
|
|
|
|
19.
|
NET INCOME PER SHARE
|
For the years ended May 31, | ||||||||||||
2019 | 2020 | 2021 | ||||||||||
US$ | US$ | US$ | ||||||||||
Numerator:
|
||||||||||||
Net income attributable to New Oriental Education & Technology Group Inc.’s shareholders
|
238,065 | 413,333 | 334,414 | |||||||||
|
|
|
|
|
|
|||||||
Net income available for future distribution
|
238,065 | 413,333 | 334,414 | |||||||||
|
|
|
|
|
|
|||||||
Denominator*
|
||||||||||||
Weighted average common shares outstanding-basic
|
1,582,938,900 | 1,584,295,760 | 1,645,463,440 | |||||||||
|
|
|
|
|
|
|||||||
Plus: incremental weighted average common shares from assumed vesting of NES using the treasury stock method
|
7,454,550 | 11,073,140 | 6,518,944 | |||||||||
|
|
|
|
|
|
|||||||
Weighted average common shares outstanding-diluted
|
1,590,393,450 | 1,595,368,900 | 1,651,982,384 | |||||||||
|
|
|
|
|
|
|||||||
Net income per common share*
|
||||||||||||
- Basic
|
0.15 | 0.26 | 0.20 | |||||||||
- Diluted
|
0.15 | 0.26 | 0.20 |
* |
Retrospectively restated for effect of stock split
|
20.
|
RELATED-PARTIES TRANSACTIONS
|
(a) |
Amount due from/to related parties:
|
Amounts due from related parties,
non-current
As of May 31, |
||||||||||||||||
Notes | Relationship | 2020 | 2021 | |||||||||||||
US$ | US$ | |||||||||||||||
Metropolis
|
(1) |
Company controlled by
Mr. Yu |
|
1,550 | 3,623 | |||||||||||
Beijing Dianshi Jingwei Technololy Co., Ltd (“Dianshi Jingwei”)
|
(2) | Equity method investee | 21,024 | — | ||||||||||||
Others
|
135 | 534 | ||||||||||||||
|
|
|
|
|||||||||||||
Total
|
22,709 | 4,157 | ||||||||||||||
|
|
|
|
(b) |
Transactions:
|
Rental expenses
For the years ended May 31, |
||||||||||||||||
2019 | 2020 | 2021 | ||||||||||||||
US$ | US$ | US$ | ||||||||||||||
Metropolis
|
(1) |
Company controlled by
Mr. Yu |
7,888 | 9,615 | 11,653 | |||||||||||
|
|
|
|
|
|
Loans provided to related parties
For the years ended May 31, |
||||||||||||||||
2019 | 2020 | 2021 | ||||||||||||||
US$ | US$ | US$ | ||||||||||||||
Dianshi Jingwei
|
(2) | Equity method investee | 61,155 | 7,128 | — | |||||||||||
Beijing MaxEn International Education Consulting Company Limited (“Beijing MaxEn”)
|
(3) | Equity method investee | — | — | 10,486 | |||||||||||
Total
|
61,155 | 7,128 | 10,486 | |||||||||||||
|
|
|
|
|
|
Cost
For the years ended May 31, |
||||||||||||||||||||
2019 | 2020 | 2021 | ||||||||||||||||||
US$ | US$ | US$ | ||||||||||||||||||
EEO
|
|
Equity securities without
readily determinable fair
values investee
|
|
2,408 | 3,239 | — | ||||||||||||||
Beijing Dongfang Heli Investment and Development Ltd (“Dongfang Heli”)
|
Equity method investee | 1,064 | 1,700 | 1,915 | ||||||||||||||||
Others
|
(4) | 460 | 31 | 175 | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total
|
3,932 | 4,970 | 2,090 | |||||||||||||||||
|
|
|
|
|
|
(1) |
Starting in April 2010, the Group began renting a large portion of a building owned by Metropolis for office space. In March 2012, Metropolis was acquired by a company wholly-owned by Mr. Yu, the Group’s executive chairman. As a result, Metropolis became a related party of the Group. As of May 31, 2020 and 2021, the current amounts due from Metropolis were US$1,951 and US$914, respectively and the
non-current
amounts due from Metropolis were US$1,550 and US$3,623, respectively. Those represented prepaid rent related to a short-term lease and deposit for the building. As of May 31, 2020 and 2021, the ROU assets related to the leases rented from Metropolis were US$15,828 and US$19,158, respectively, and the relevant lease liabilities were US$15,475 and US$18,965, respectively.
|
(2) |
In April 2016, the Group sold 51% of the equity interest of its fully-owned subsidiary Dianshi Jingwei and Dianshi Jingwei became an equity method investee of the Group. As of May 31, 2020, amounts due from Dianshi Jingwei included five outstanding loans provided by the Group with no interest accrued. During the year ended of May 31, 2021, Dianshi Jingwei fully repaid the loan balance amounting to US$21,024.
|
(3) |
During the year ended May 31, 2021, the Group provided the loans in aggregate of US$10,486 to Beijing MaxEn, an equity method investee of the Group. As of May 31, 2021, the outstanding balance of the loans was US$5,497, which was fully impaired.
|
(4) |
As of May 31, 2020 and 2021, the transactions in “others” included the revenue and cost from long-term investees.
|
21.
|
COMMITMENTS AND CONTINGENCIES
|
US$ | ||||
Capital commitment for the purchase of property and equipment
|
6,446 | |||
Capital commitment for leasehold improvements
|
49,155 | |||
|
|
|||
Total
|
55,601 | |||
|
|
22.
|
NON-CONTROLLING
INTERESTS
|
Non-controlling
interests |
||||
US$ | ||||
Balance as of June 1, 2019
|
164,411 | |||
Purchase of
non-controlling
interests
|
6,675 | |||
Capital contribution from
non-controlling
interests
|
(39 | ) | ||
Share-based compensation expenses from Koolearn Holding
|
20,731 | |||
Exercise of share options in Koolearn Holding
|
3,629 | |||
Foreign currency translation adjustment
|
(417 | ) | ||
Net loss attributed to
non-controlling
interests
|
(58,474 | ) | ||
|
|
|||
Balance as of May 31, 2020
|
136,516 | |||
|
|
|||
Purchase of
non-controlling
interests
|
(626 | ) | ||
Koolearn additional shares issuance
|
30,000 | |||
Share-based compensation expenses from Koolearn Holding
|
39,527 | |||
Exercise of share options in Koolearn Holding
|
1,929 | |||
Foreign currency translation adjustment
|
1,948 | |||
Net loss attributed to
non-controlling
interests
|
(104,393 | ) | ||
|
|
|||
Balance as of May 31, 2021
|
104,901 | |||
|
|
For the years ended May 31, | ||||||||||||
2019 | 2020 | 2021 | ||||||||||
US$ | US$ | US$ | ||||||||||
Net income attribute to New Oriental Education & Technology Group Inc.’s shareholders
|
238,065 | 413,333 | 334,414 | |||||||||
Share option gain
|
— | 5,752 | — | |||||||||
Decrease in the Group’s additional
paid-in
capital resulting from disposal of a subsidiary
|
(371 | ) | — | — | ||||||||
Increase (decrease) in the Group’s additional
paid-in
capital resulting from reclassification and capital injection of
non-controlling
interests
|
160,871 | 103 | (128 | ) | ||||||||
Increase in the Group’s additional
paid-in
capital resulting from the change in
non-controlling
interests resulting from Koolearn Holding’s IPO
|
139,211 | — | — | |||||||||
Decrease in the Group’s additional
paid-in
capital resulting from repurchase shares from
non-controlling
interests
|
(15,190 | ) | (20,045 | ) | (19,092 | ) | ||||||
|
|
|
|
|
|
|||||||
Changes from net income attributable to New Oriental Education & Technology Group Inc.’s shareholders and transfers to
non-controlling
interests
|
522,586 | 399,143 | 315,194 | |||||||||
|
|
|
|
|
|
23.
|
SEGMENT INFORMATION
|
K-12 AST,
test preparation and other courses |
Online Education |
Others | Consolidated | |||||||||||||
US$ | US$ | US$ | US$ | |||||||||||||
Net revenues
|
3,667,270 | 210,591 | 398,678 | 4,276,539 | ||||||||||||
Operating cost and expenses:
|
||||||||||||||||
Cost of revenues
|
(1,680,779 | ) | (145,428 | ) | (210,668 | ) | (2,036,875 | ) | ||||||||
Selling and marketing
|
(326,708 | ) | (175,092 | ) | (86,605 | ) | (588,405 | ) | ||||||||
General and administrative
|
(955,211 | ) | (124,897 | ) | (130,104 | ) | (1,210,212 | ) | ||||||||
Unallocated corporate expenses
|
— | — | — | (323,781 | ) | |||||||||||
Total operating cost and expenses
|
(2,962,698 | ) | (445,417 | ) | (427,377 | ) | (4,159,273 | ) | ||||||||
Operating income (loss)
|
704,572 | (234,826 | ) | (28,699 | ) | 117,266 | ||||||||||
Segment assets
|
4,380,247 | 516,488 | 759,147 | 5,655,882 | ||||||||||||
Unallocated corporate assets
|
— | — | — | 4,495,171 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets
|
4,380,247 | 516,488 | 759,147 | 10,151,053 |
24.
|
MAINLAND CHINA CONTRIBUTION PLAN
|
25.
|
STATUTORY RESERVES
|
26.
|
RESTRICTED NET ASSETS
|
Exhibit 2.2
Exhibit 2.9
Description of rights of each class of securities
registered under Section 12 of the Securities Exchange Act of 1934 (the Exchange Act)
American Depositary Shares (ADSs) each representing one common share of New Oriental Education & Technology Group Inc., (the we, our, our company, or us) are listed and traded on the New York Stock Exchange and, in connection with this listing (but not for trading), the common shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the rights of (i) the holders of common shares and (ii) the holders of ADSs. Common shares underlying the ADSs are held by Deutsche Bank Trust Company Americas, as depositary, and holders of ADSs will not be treated as holders of the common shares.
Description of Common Shares
The following is a summary of material provisions of our currently effective second amended and restated memorandum (the Memorandum) and articles of association (the Articles of Association), as well as the Companies Act, Cap 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands (the Companies Act) insofar as they relate to the material terms of our common shares. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire Memorandum and Articles of Association, which has been filed with the SEC as an exhibit to our Form 6-K (File No. 001-32993).
Type and Class of Securities (Item 9.A.5 of Form 20-F)
Each common share has US$0.001 par value. The number of common shares that have been issued as of the last day of the financial year ended May 31, 2021 is provided on the cover of the annual report on Form 20-F filed on September 24, 2021 (the 2021 Form 20-F). Certificates representing our common shares are issued in registered form.
Preemptive Rights (Item 9.A.3 of Form 20-F)
Our shareholders do not have preemptive rights.
Limitations or Qualifications (Item 9.A.6 of Form 20-F)
Not applicable.
Rights of Other Types of Securities (Item 9.A.7 of Form 20-F)
Not applicable.
Rights of Common Shares (Item 10.B.3 of Form 20-F)
General
All of our outstanding common shares are fully paid and non-assessable. Certificates representing the common shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.
Dividends
The holders of our common shares are entitled to such dividends as may be declared by our board of directors, subject to the Companies Act and our Memorandum and Articles of Association.
Voting Rights
Each common share is entitled to one vote on all matters upon which the common shares are entitled to vote. Voting at any shareholders meeting is by show of hands unless a poll is demanded. A poll may be demanded by our chairman or any shareholder holding at least 10% of the shares given a right to vote at the meeting, present in person or by proxy.
A quorum required for a meeting of shareholders consists of at least two shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, which hold in aggregate at least one-tenth of the voting share capital, for as long as the shares remain listed on the Hong Kong Stock Exchange, or otherwise at least one-third of our voting share capital. Shareholders meetings are held annually and may be convened by our board of directors on its own initiative or upon a request to the directors by shareholders holding in aggregate not less than 10% of our voting share capital for as long as the shares remain listed on the Hong Kong Stock Exchange, or (ii) otherwise not less than 33% of our voting share capital. Advance notice of at least fourteen days, for as long as the shares remain listed on the Hong Kong Stock Exchange, or otherwise at least seven days, is required for the convening of our annual general meeting and other shareholders meetings.
An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the common shares cast in a general meeting, while a special resolution requires the affirmative vote of not less than two-thirds of the votes cast attaching to the common shares. A special resolution is required for important matters such as a change of name. Holders of the common shares may affect certain changes by ordinary resolution, including increasing the amount of our authorized share capital, consolidating and dividing all or any of our share capital into shares of a larger amount than our existing share capital, and canceling any shares.
Transfer of Shares
Subject to the restrictions of our Memorandum and Articles of Association, as applicable, any of our shareholders may transfer all or any of his or her common shares by an instrument of transfer in the usual or common form prescribed by the New York Stock Exchange or in any other form approved by our board.
Our board of directors may, in its sole discretion, decline to register any transfer of any common share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any common share unless (1) the instrument of transfer is lodged with us, accompanied by the certificate for the common shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (2) the instrument of transfer is in respect of only one class of common shares; (3) the instrument of transfer is duly and properly signed; (4) in the case of a transfer to joint holders, the number of joint holders to whom the common share is to be transferred does not exceed four; (5) the shares conceded are free of any lien in favor of us; or (6) a fee of such maximum sum as the New York Stock Exchange may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect thereof.
If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.
Liquidation
On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available for distribution among the holders of common shares shall be distributed among the holders of the common shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.
2
Calls on Shares and Forfeiture of Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid on the specified time are subject to forfeiture.
Redemption of Shares
Subject to the provisions of the Companies Act, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by special resolution.
Inspection of Books and Records
Holders of our common shares have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements.
Requirements to Change the Rights of Holders of Common Shares (Item 10.B.4 of Form 20-F)
Variations of Rights of Shares
All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Act, be varied either with the written consent of the holders of two-thirds of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.
Limitations on the Rights to Own Common Shares (Item 10.B.6 of Form 20-F)
There are no limitations under the laws of the Cayman Islands or under the Memorandum and Articles of Association that limit the right of non-resident or foreign owners to hold or vote common shares.
Provisions Affecting Any Change of Control (Item 10.B.7 of Form 20-F)
Anti-Takeover Provisions in the Memorandum and Articles of Association
Some provisions of our Memorandum and Articles of Association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our Memorandum and Articles of Association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our company.
Ownership Threshold (Item 10.B.8 of Form 20-F)
There are no provisions under the laws of the Cayman Islands or under the Memorandum and Articles of Association that govern the ownership threshold above which shareholder ownership must be disclosed.
An exempted company incorporated under the laws of the Cayman Islands is required to maintain a beneficial ownership register at its registered office that records details of the persons who ultimately own or control, directly or indirectly, more than 25% of the equity interests or voting rights of the company or have rights to appoint or remove a majority of the directors of the company. The beneficial ownership register is not a public document and is only accessible by a designated competent authority of the Cayman Islands. Such requirement does not, however, apply to an exempted company with its shares listed on an approved stock exchange, which includes the NYSE. Accordingly, for so long as the shares of the Company are listed on the NYSE, the Company is not required to maintain a beneficial ownership register.
3
Differences Between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)
The Companies Act is derived, to a large extent, from the older Companies Acts of England but does not follow recent statutory enactments in England. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States.
Mergers and Similar Arrangements. The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) merger means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b) a consolidation means the combination of two or more constituent companies into a combined company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent companys articles of association.
The written plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent 75% in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the Grand Court of the Cayman Islands can be expected to approve the arrangement if it determines that (a) the statutory provisions as to the required majority vote have been met; (b) the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; (c) the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and (d) the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.
If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
When a takeover offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
Shareholders Suits. In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when (a) a company acts or proposes to act illegally or ultra vires; (b) the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and (c) those who control the company are perpetrating a fraud on the minority.
4
Indemnification of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which a companys articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Memorandum and Articles of Association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with our directors and senior executive officers that provide such persons with additional indemnification beyond that provided in our Memorandum and Articles of Association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors Fiduciary Duties. As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the companya duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
In addition, directors of a Cayman Islands company must not place themselves in a position in which there is a conflict between their duty to the company and their personal interests. However, this obligation may be varied by the companys articles of association, which may permit a director to vote on a matter in which he has a personal interest provided that he has disclosed that nature of his interest to the board. Our Memorandum and Articles of Association provides that a director with an interest (direct or indirect) in a contract or arrangement or proposed contract or arrangement with the company must declare the nature of his interest at the meeting of the board of directors at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the board of directors after he is or has become so interested.
A general notice may be given at a meeting of the board of directors to the effect that (i) the director is a member/officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice in writing be made with that company or firm; or (ii) he is to be regarded as interested in any contract or arrangement which may after the date of the notice in writing to the board of directors be made with a specified person who is connected with him, will be deemed sufficient declaration of interest. Following the disclosure being made pursuant to our Memorandum and Articles of Association and subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of the NYSE, and unless disqualified by the chairman of the relevant board meeting, a director may vote in respect of any contract or arrangement in which such director is interested and may be counted in the quorum at such meeting. However, even if a director discloses his interest and is therefore permitted to vote, he must still comply with his duty to act bona fide in the best interest of our company.
In comparison, under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
5
Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided that it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
There are no statutory requirements under Cayman Islands law allowing our shareholders to requisition a shareholders meeting. However, under our Articles of Association, on the requisition of shareholders representing not less than 33% of the voting rights entitled to vote at general meetings, the board shall convene an extraordinary general meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders annual general meetings, and our Articles of Association do not require us to call such meetings every year.
Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporations certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholders voting power with respect to electing such director. As permitted under Cayman Islands law, our Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our Articles of Association, directors may be removed by an ordinary resolution of shareholders.
Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an interested shareholder for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the targets outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the targets board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding Up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporations outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
6
Under the Companies Act, our company may be dissolved, liquidated or wound up by a special resolution of our shareholders.
Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our Articles of Association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the consent in writing of the holders of two-thirds of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporations governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under Cayman Islands law, our Memorandum and Articles of Association may only be amended by a special resolution of our shareholders.
Rights of Non-Resident or Foreign Shareholders. There are no limitations imposed by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.
Directors Power to Issue Shares. Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified or other special rights or restrictions.
Changes in Capital (Item 10.B.10 of Form 20-F)
Our shareholders may from time to time by ordinary resolution in accordance with the Companies Act alter the conditions of our Memorandum of Association to:
|
increase our share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe; |
|
consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares; |
|
sub-divide our existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; or |
|
cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. |
Our shareholders may from time to time by special resolution, subject to any confirmation or consent required by the Companies Act, reduce our share capital or any capital redemption reserve in any manner permitted by the Companies Act.
Debt Securities (Item 12.A of Form 20-F)
Not applicable.
Warrants and Rights (Item 12.B of Form 20-F)
Not applicable.
7
Other Securities (Item 12.C of Form 20-F)
Not applicable.
Description of American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
American Depositary Receipts
Deutsche Bank Trust Company Americas is the depositary bank for the ADSs representing our common shares. Each ADS represents an ownership interest in four common shares which we deposit with the custodian under the deposit agreement among our company, the depositary and yourself as an ADS holder. Each ADS also represents any securities, cash or other property deposited with the depositary but which it has not distributed directly to you. Your ADSs will be evidenced by what are known as American depositary receipts, or ADRs, in the same way a share is evidenced by a share certificate.
The following is a summary of the material provisions of the deposit agreement dated as of September 12, 2006, as amended as of June 5, 2007, August 5, 2011 and April 25, 2012. For more complete information, you should read the entire deposit agreement and the form of ADR and supplements and amendments thereto. Copies of the deposit agreement, as amended, are on file with the SEC under covers of Registration Statements on Form F-6 (File No. 333-136862) and Form F-6 (File No. 333-176069). You may also obtain a copy of the deposit agreement at the SECs public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549, United States of America. You may obtain information on the operation of the Public Reference Room by calling the SEC at +1-800-732-0330. Copies of the deposit agreement and the form of ADR are also available for inspection at the corporate trust office of Deutsche Bank Trust Company Americas, currently located at 60 Wall Street, New York, New York 10005, United States of America, and at the principal office of Deutsche Bank AG, Hong Kong Branch, as the custodian, currently located at 57/F International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong S.A.R., Peoples Republic of China. Deutsche Bank Trust Company Americas principal executive office is located at 60 Wall Street, New York, New York 10005, United States of America. The depositary will keep books at its corporate trust office for the registration of ADRs and transfers of ADRs which, at all reasonable times, shall be open for inspection by ADS holders, provided that inspection shall not be for the purpose of communicating with ADS holders in the interest of a business or object other than our business or a matter related to the deposit agreement or the ADSs.
Holding the ADSs
How will you hold your ADSs?
ADSs shall be held electronically in book-entry form through The Depository Trust Company in your name or indirectly through your broker or other financial institution. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADR holders described in this section. You should consult with your broker or financial institution to find out what those procedures are. This description assumes that you hold your ADSs directly solely for the purposes of summarizing the deposit agreement.
We will not treat an ADR holder as one of our shareholders and you will not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a holder of ADRs, you will have ADR holder rights. A deposit agreement among us, the depositary and you, as an ADR holder, and the beneficial owners of ADRs sets out ADR holder rights, representations and warranties as well as the rights and obligations of the depositary.
If you become a holder of ADSs, you will become a party to the deposit agreement and therefore will be bound by its terms and by the terms of the ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as a holder of ADSs and those of the depositary bank. As an ADS holder you appoint the depositary bank to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of common shares will continue to be governed by Cayman Islands law, which may be different from the laws in the US.
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Dividends and Other Distributions
How will you receive dividends and other distributions on the shares?
The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after deducting its fees, charges and expenses and any taxes withheld, duties or other governmental charges. You will receive these distributions in proportion to the number of shares your ADSs represent as of the record date (which will be as close as practicable to the record date for our common shares) set by the depositary with respect to the ADSs.
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Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares or any proceeds from the sale of any shares, rights, securities or other entitlements into U.S. dollars, if it can do so in its judgment on a practicable basis and can transfer the U.S. dollars to the United States. If that is not practicable or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADR holders to whom it is practicable to do so. The depositary will hold the foreign currency it cannot convert for the account of the ADR holders who have not been paid. The depositary will not invest the foreign currency and it will not be liable for any interest. |
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Before making a distribution, the depositary will deduct any withholding taxes that must be paid. See Taxation. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution. |
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Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution to the extent permissible by law. The depositary will only distribute whole ADSs. It will try to sell shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. |
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Elective Distributions in Cash or Shares. If we offer holders of our common shares the option to receive dividends in either cash or common shares, the depositary, after consultation with us and having received timely notice of such elective distribution by us, has discretion to determine to what extent such elective distribution will be made available to you as a holder of the ADSs. We must first instruct the depositary to make such elective distribution available to you and furnish it with satisfactory evidence that it is legal to do so. The depositary could decide it is not legal or reasonably practical to make such elective distribution available to you, or it could decide that it is only legal or reasonably practical to make such elective distribution available to some but not all holders of the ADSs. In such case, the depositary shall, on the basis of the same determination as is made in respect of the common shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional ADSs representing common shares in the same way as it does in a share distribution. The depositary is not obligated to make available to you a method to receive the elective dividend in common shares rather than in ADSs. There can be no assurance that you will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of common shares. |
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Rights to Receive Additional Shares. If we offer holders of our securities any rights to subscribe for additional common shares or any other rights, the depositary, after consultation with us and having received timely notice of such distribution by us, has discretion to determine how these rights become available to you as a holder of ADSs. We must first instruct the depositary to do so and furnish it with satisfactory evidence that it is legal to do so. The depositary could decide it is not legal or reasonably practical to make the rights available to you, or it could decide that it is only legal or reasonably practical to make the rights available to some but not all holders of the ADSs. The depositary may decide to sell the rights and distribute the proceeds in the same way as it does with cash. If the depositary decides that it is not legal or reasonably practical to make the rights available to you or to sell the rights, the rights that are not distributed or sold could lapse. In that case, you will receive no value for them. The depositary is not responsible for a failure in determining whether or not it is legal or reasonably practical to distribute the rights. The depositary is liable for damages, however, if it acts with gross negligence or bad faith, in accordance with the provisions of the deposit agreement. |
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If the depositary makes rights available to you, it will exercise the rights and purchase the common shares on your behalf. The depositary will then deposit the common shares and issue ADSs to you. It will only exercise rights if you pay it the exercise price and any other fees and charges of, and expenses incurred by, the depositary and any taxes and other governmental charges the rights require you to pay.
U.S. securities laws may restrict the sale, deposit, cancellation, and transfer of the ADSs issued after an exercise of rights. For example, you may not be able to trade the new ADSs freely in the United States. In this case, the depositary may issue the new ADSs under a separate restricted deposit agreement which will contain the same provisions as the deposit agreement, except for changes needed to put the restrictions in place.
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Other Distributions. Subject to receipt of timely notice from us with the request to make any such distribution available to you, and provided the depositary has determined such distribution is lawful and reasonably practicable and feasible and in accordance with the terms of the deposit agreement, the depositary will send to you anything else we distribute on deposited securities by any means it deems practical in proportion to the number of ADSs held by you, upon receipt of applicable fees and charges of, and expenses incurred by, the depositary and net of any taxes and other governmental charges withheld. If it cannot make the distribution in that way, or has not received a timely request for distribution from us, the depositary has a choice. It may decide to sell by public or private sale, net of fees and charges of, and expenses incurred by, the depositary and any taxes and other governmental charges, what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to dispose of such property in any way it deems reasonably practicable for nominal or no consideration. However, the depositary is not required to distribute any securities (other than ADSs) to you unless it receives satisfactory evidence from us that it is legal to make that distribution. |
The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADRs, shares, rights or anything else to ADR holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal, impractical or infeasible for us or the depositary to make them available to you.
Deposit and Withdrawal
How are ADSs issued?
The depositary will deliver ADSs if you or your broker deposits shares with the custodian. Shares deposited in the future with the custodian must be accompanied by documents, including instruments showing that those shares have been properly transferred or endorsed to the person on whose behalf the deposit is being made.
The custodian will hold all deposited shares, including those being deposited by or on behalf of us in connection with this offering to which this prospectus relates, for the account of the depositary. You thus have no direct ownership interest in the shares and only have the rights that are set out in the deposit agreement. The custodian also will hold any additional securities, property and cash received on, or in substitution for, the deposited shares. The deposited shares and any such additional items are all referred to as deposited securities.
Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of, and expenses incurred by, the depositary and of any taxes or charges, such as stamp taxes or share transfer taxes or fees, the depositary will issue an ADR or ADRs in the name of the person entitled thereto evidencing the number of ADSs to which that person is entitled.
How do ADS holders cancel an ADR and obtain shares?
You may surrender your ADRs through instruction provided to your broker. Upon payment of its fees and charges of, and expenses incurred by, it and of any taxes or charges, such as stamp taxes or share transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADR to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its principal New York office or any other location that it may designate as its transfer office, if feasible.
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You have the right to cancel your ADSs and withdraw the underlying common shares at any time subject only to:
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temporary delays caused by closing our or the depositarys transfer books or the deposit of our common shares in connection with voting at a shareholders meeting or the payment of dividends; |
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the payment of fees, taxes and similar charges; or |
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compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of the deposited securities. |
U.S. securities laws provide that this right of withdrawal may not be limited by any other provision of the deposit agreement.
Redemption
Whenever we decide to redeem any of the shares on deposit with the custodian, we will notify the depositary. If it is reasonably practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary bank will mail notice of the redemption to the holders.
The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary will convert the redemption funds received into US dollars upon the terms of the deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary bank. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be redeemed will be selected by lot or on a pro rata basis, as the depositary bank may determine.
Transmission of Notices to Shareholders
We will promptly transmit to the depositary those communications that we make generally available to our shareholders together with annual and other reports prepared in accordance with applicable requirements of U.S. securities laws in English. If those communications were not originally in English, we will translate them. Upon our request, and at our expense, subject to the distribution of any such communications being lawful and not in contravention of any regulatory restrictions or requirements if so distributed and made available to holders, the depositary will arrange for the timely mailing of copies of such communications to all ADS holders and will make a copy of such communications available for inspection at the depositarys Corporate Trust Office, the office of the custodian or any other designated transfer office of the depositary.
Voting Rights
How do you vote?
You may instruct the depositary to vote the shares underlying your ADSs. You could exercise your right to vote directly if you withdraw the common shares. However, you may not know about the meeting sufficiently in advance to withdraw the common shares.
Upon receipt of timely notice from us, the depositary will notify you of the upcoming vote and arrange to deliver our voting materials to you. The materials will describe the matters to be voted on and explain how you, if you hold the ADSs on a date specified by the depositary, may instruct the depositary to vote the common shares or other deposited securities underlying your ADSs as you direct. For your instructions to be valid, the depositary must receive them in writing on or before a date specified by the depositary. The depositary will try, as far as practical, subject to any applicable law and the provisions of our memorandum and articles of association, to vote or to have its agents vote the common shares or other deposited securities as you instruct. The depositary will only vote or attempt to vote as you instruct and will not vote any shares where no instructions have been received. Furthermore, under the deposit agreement, if we do not timely procure the demand for a vote by poll with respect to any given resolution, and no other relevant party has made such a demand, the depositary shall refrain from voting and any voting instructions received from any ADS holders shall lapse.
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If the depositary does not timely receive voting instructions from you, the depositary has agreed to give a discretionary proxy to a person designated by us to vote the number of deposited securities represented by your ADSs. The depositary will give such person a discretionary proxy in such circumstances to vote on all questions to be voted upon unless we inform the depositary that:
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we do not wish to receive a discretionary proxy; |
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we are aware that substantial shareholder opposition exists against the outcome for which our designee would vote; or |
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the outcome for which our designee would vote would materially and adversely affect shareholder rights. |
We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and if your common shares are not voted as you requested, you may have no recourse.
Reclassifications, Recapitalizations and Mergers
If we take actions that affect the deposited securities, including any change in par value, split-up, cancellation, consolidation or other reclassification of deposited securities to the extent permitted by any applicable law, any distribution on the shares that is not distributed to you, and any recapitalization, reorganization, merger, consolidation, liquidation or sale of our assets affecting us or to which we are a party, then the cash, shares or other securities received by the depositary will become deposited securities and ADRs will, be subject to the deposit agreement and any applicable law, evidence the right to receive such additional deposited securities, and the depositary may choose to:
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distribute additional ADRs; |
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call for surrender of outstanding ADRs to be exchanged for new ADRs; |
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distribute cash, securities or other property it has received in connection with such actions; |
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sell any securities or property received at public or private sale on an averaged or other practicable basis without regard to any distinctions among holders and distribute the net proceeds as cash; or |
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treat the cash, securities or other property it receives as part of the deposited securities, and each ADS will then represent a proportionate interest in that property. |
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason deemed necessary or desirable. You will be given at least 30 days notice of any amendment that imposes or increases any fees or charges, except for taxes, governmental charges, delivery expenses or expenses incurred in connection with foreign exchange control regulations and other charges specifically payable by ADS holders under the deposit agreement, or which otherwise materially prejudices any substantial existing right of holders or beneficial owners of ADSs. If an ADS holder continues to hold ADSs after being so notified of these changes, that ADS holder is deemed to agree to that amendment and be bound by the ADRs and the agreement as amended. An amendment can become effective before notice is given if necessary to ensure compliance with a new law, rule or regulation.
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How may the deposit agreement be terminated?
At any time, we may instruct the depositary to terminate the deposit agreement, in which case the depositary will give notice to you at least 90 days prior to termination. The depositary may also terminate the agreement if it has told us that it would like to resign or we have removed the depositary and we have not appointed a new depositary bank within 90 days; in such instances, the depositary will give notice to you at least 30 days prior to termination. After termination, the depositarys only responsibility will be to deliver deposited securities to ADS holders who surrender their ADSs upon payment of any fees, charges, taxes or other governmental charges, and to hold or sell distributions received on deposited securities. After the expiration of one year from the termination date, the depositary may sell the deposited securities which remain and hold the net proceeds of such sales, uninvested and without liability for interest, for the pro rata benefit of ADS holders who have not yet surrendered their ADSs. After selling the deposited securities, the depositary has no obligations except to account for those net proceeds and other cash. Upon termination of the deposit agreement, we will be discharged from all obligations except for our obligations to the depositary.
Books of Depositary
The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.
The depositary will maintain facilities in New York to record and process the issuance, cancellation, combination, split-up and transfer of ADRs.
These facilities may be closed from time to time, to the extent not prohibited by law.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADRs
The deposit agreement expressly limits our and the depositarys obligations and liability.
We and the depositary, including its agents:
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are only obligated to take the actions specifically set forth in the deposit agreement without gross negligence or bad faith; |
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are not liable if either of us is prevented or delayed in performing any obligation by law or circumstances beyond our control under the deposit agreement, including, without limitation, requirements of any present or future law, regulation, governmental or regulatory authority or share exchange of any applicable jurisdiction, any present or future provision of our memorandum and articles of association, on account of possible civil or criminal penalties or restraint, any provisions of or governing the deposited securities or any act of God, war or other circumstances beyond each of our control as set forth in the deposit agreement; |
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are not liable if either of us exercises or fails to exercise the discretion permitted under the deposit agreement, the provisions of or governing the deposited securities or our memorandum and articles of association; |
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disclaim any liability for any action/inaction on the advice or information of legal counsel, accountants, any person presenting shares for deposit, holders and beneficial owners (or authorized representatives) of ADRs, or any person believed in good faith to be competent to give such advice or information; |
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disclaim any liability for inability of any holder to benefit from any distribution, offering, right or other benefit made available to holders of deposited securities but not made available to holders of ADSs; |
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have no obligation to become involved in a lawsuit or other proceeding related to any deposited securities or the ADSs or the deposit agreement on your behalf or on behalf of any other party; |
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may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party; and |
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disclaim any liability for any consequential or punitive damages for any breach of the terms of the deposit agreement. |
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The depositary and any of its agents also disclaim any liability for any failure to carry out any instructions to vote, the manner in which any vote is cast or the effect of any vote or failure to determine that any distribution or action may be lawful or reasonably practicable or for allowing any rights to lapse in accordance with the provisions of the deposit agreement, the failure or timeliness of any notice from us, the content of any information submitted to it by us for distribution to you or for any inaccuracy of any translation thereof, any investment risk associated with the acquisition of an interest in the deposited securities, the validity or worth of the deposited securities or for any tax consequences that may result from ownership of ADSs, shares or deposited securities and for any indirect, special, punitive or consequential damage.
We have agreed to indemnify the depositary under certain circumstances. The depositary may own and deal in any class of our securities and in ADSs.
The Depositary
Who is the depositary?
The depositary is Deutsche Bank Trust Company Americas. The depositary is a state chartered New York banking corporation and a member of the United States Federal Reserve System, subject to regulation and supervision principally by the United States Federal Reserve Board and the New York State Banking Department. The depositary was incorporated on March 5, 1903 in the State of New York. The corporate trust office of the depositary is located at 60 Wall Street, New York, NY 10005, United States of America. The depositary operates under the laws and jurisdiction of the State of New York.
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Exhibit 4.11
Exhibit 4.13 Execution Version MASTER EXCLUSIVE SERVICE AGREEMENT 2014 9 19 This Master Exclusive Service Agreement (this Agreement) is entered into as of September 19, 2014 by and among the following parties: (1) ; Beijing Pioneer Technology Co., Ltd. ( ) (the WFOE), a wholly foreign-owned enterprise registered in Beijing under the laws of the Peoples Republic of China (PRC); (2) Beijing New Oriental Education & Technology (Group) Co., Ltd. ( ) (New Oriental China), a domestic company registered in Beijing under the PRC laws; and (The WFOE and New Oriental China are hereinafter altogether referred to as the Parties and individually, as a Party.) RECITALS WHEREAS, Parties intend to utilize their respective expertise and resources to further promote their existing business and expand their market share; and 1 WHEREAS, the WFOE, together with its affiliates, intends to provide certain services to New Oriental China and its schools and subsidiaries as listed in Schedule 1 hereof and schools and/or subsidiaries form anytime and from time to time hereafter (New Oriental Schools and Subsidiaries); and New Oriental China and New Oriental Schools and Subsidiaries agree to accept such services only from the WFOE and affiliates.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, Parties hereby agree as follows:
AGREEMENT
1. Provision of Services
1.1 2
In accordance with the terms and conditions set forth in this Agreement, New Oriental China and New Oriental Schools and Subsidiaries (New Oriental China and New Oriental Schools
and Subsidiaries collectively, the Service Receiving Parties) hereby irrevocably appoint and designate the WFOE as their exclusive service provider to provide the technical and business support services as set forth in Schedule 2.
1.2
During the term of this Agreement, Service Receiving Parties shall not,
without the WFOEs written consent, directly and indirectly, obtain the same or similar services as provided under this Agreement from any third party, or enter into any similar service agreement with any third party other than the Service
Providers designated by the WFOE.
2. WFOEs Power to Designate Service Provider; Statement of Work
2.1
The WFOE has the right to designate and appoint, at its sole discretion, any
entities affiliated with the WFOE to provide any and all service set forth in Section 1 hereof. Without limiting the generality of the foregoing, the WFOE hereby designates and appoints Beijing Hewstone
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Technology Co., Ltd., Beijing Decision Education &
Consulting Co., Ltd., Shanghai Smart Words Software Technology Co., Ltd., Beijing Smart Wood Software Technology Co., Ltd., Beijing Right Time Technology Co., Ltd., Beijing Joy Tend Technology Co., Ltd., Beijing Magnificence Technology Co.,
Ltd. and Beijing Top Technology Co., Ltd. and their respective subsidiaries as additional service providers (together with the WFOE, the Service Providers) to provide service set forth in Section 1 hereof.
2.2 2
Service Providers shall determine the specific contents of services within
the scope listed in Schedule 2 with the Service Receiving Parties in one or more separate service agreements (each, a Service Agreement).
2.3 3
Parties agree that the various service agreements the WFOE or its affiliates have entered into with Service Receiving Parties (the Existing Service
Agreements) as set forth in Schedule 3 shall remain effective according to their terms; provided, however, in case of any conflict between this Agreement and any of the Existing Service Agreements, the terms and conditions under this Agreement
shall prevail.
3. Service Fee and Payment
3.1 2
The WFOE shall have the right to determine, at its reasonable discretion, the service fee and proper payment manners for Service Receiving Parties. The calculation and payment
manners of the service fee are stipulated in Schedule 2 of the Agreement.
3.2 10
If the WFOE, in its reasonable discretion, determines that the fee calculation mechanism specified shall no longer apply for any reasons at any time or from time to time during the
term of this Agreement, the WFOE shall have the rights to adjust the fee by giving a 10-day written notice to Service Receiving Parties.
4. Intellectual Property
Rights
4.1
3
Any intellectual properties developed by performance of this
Agreement, including but not limited to copyrights, patents, knowhow and trade secrets, belong to Service Providers, and Service Receiving Parties shall enjoy no rights other than those expressly provided herein.
4.2
If a development is based on the intellectual properties owned by Service Receiving
Parties, Service Receiving Parties shall warrant and guarantee that such intellectual properties are flawless. Otherwise, Service Receiving Parties shall bear all damages and losses caused to Service Providers by any flaw of such intellectual
properties. If the Service Providers are to bear any liabilities to any third party thus caused, it has the right to recover all of its losses from Service Receiving Parties.
4.3
The Parties agree that this section shall survive the termination or expiration of this
Agreement.
5. WFOEs Financial Support
5.1
To ensure that the cash flow requirements with regard to the business operations of Service Receiving Parties are met and/or to set off loss accrued during such operations, the
WFOE agrees that it shall, to the extent permissible under PRC law, through itself or its designated person, provide financial support to Service Receiving Parties. The WFOEs financing support for Service Receiving Parties may take the form of
bank entrusted loans or borrowings.
6. Representations and Warranties
6.1
The WFOE hereby represents and warrants as follows:
(a)
It is a wholly foreign-owned enterprise duly incorporated and validly existing under PRC law;
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(b) Its execution and performance of this Agreement are within
WFOEs corporate power and business scope. It has taken necessary corporate actions and obtained appropriate authorizations, and has obtained the necessary consents or approvals from other third parties or government agencies. The execution and
performance of this Agreement by the WFOE do not violate the laws and contracts binding upon the WFOE; and
(c)
Upon execution, this Agreement will constitute a legal, valid and binding obligation of the WFOE enforceable against the WFOE in accordance with its terms.
6.2
Each of Service Receiving Parties, separately and jointly, represent and warrant as
follows:
(a)
It is an legal person duly incorporated and validly existing
under PRC law;
(b)
Its execution and performance of this Agreement are within
its entity power and business scope. It has taken necessary entity actions and obtained appropriate authorizations, and has obtained the necessary consents or approvals from other third parties or government agencies. Its execution and performance
of this Agreement do not violate the laws and contracts binding upon it; and
(c)
Upon execution, this Agreement will constitute a legal, valid and binding obligation of Service Receiving Parties enforceable against them in accordance with its terms.
7. Confidentiality
7.1
5
Service Receiving Parties agree to take all reasonable steps to
protect and maintain the confidentiality of the confidential data and information received by Service Receiving Parties in connection with the performance of this Agreement (collectively, the Confidential Information). Service Receiving
Parties shall not disclose, give or transfer any Confidential Information to any third party without WFOEs prior written consent. Upon termination of this Agreement, Service Receiving Parties shall, at WFOEs request, return or destroy
any and all documents, information or software containing any of such Confidential Information to WFOE, and delete all of such Confidential Information from any memory devices, and cease to use such Confidential Information.
7.2 (a) (b) (c)
Each Party shall maintain the confidentiality of all Confidential Information,
and without obtaining the written consent of other Parties, it shall not disclose any relevant information to any third parties, except in the following circumstances: (a) such information is or will be in the public domain (provided that this
is not the result of a public disclosure by the receiving party); (b) information disclosed as required by applicable laws or rules or regulations of any stock exchange; or (c) information required to be disclosed by any Party to its legal
counsel or financial advisor regarding the transaction contemplated hereunder, and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this section. Disclosure of any Confidential Information by
the staff members or agency hired by any Party shall be deemed disclosure of such Confidential Information by such Party, which Party shall be held liable for breach of this Agreement. This section shall survive the termination of this Agreement for
any reason.
8. Effective Date and Term
8.1
This Agreement shall be signed and take effect as of the date first set forth above.
8.2 10
(10)30
The term of this Agreement is ten (10) years and shall be automatically extended for successive ten (10) years unless terminated as provided
herein. Notwithstanding the foregoing provisions, the WFOE may terminate this Agreement at any time with a written notice to New
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Oriental China given thirty (30) days in advance. None of
Service Receiving Parties can terminate this Agreement.
8.3
During the term
of this Agreement, each Party shall renew its operation term prior to the expiration thereof so as to enable this Agreement to remain effective. This Agreement shall be terminated upon the expiration of the operation term of a Party if the
application for renewal of its operation term is not approved by relevant government authorities.
9. Governing Law
This Agreement shall be construed in accordance with and governed by the laws of the PRC.
10. |
Dispute Resolution |
Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the WFOE and New Oriental China, or New Oriental China on behalf of New Oriental Schools and Subsidiaries in good faith through negotiations. In case no resolution can be reached by the WFOE and New Oriental China, such dispute shall be submitted to Beijing Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for arbitration and the place of arbitration shall be in Beijing. The language of the proceedings shall be Chinese. The arbitral award is final and binding upon all Parties.
11. |
Notices |
11.1
For purpose of the Notices hereunder, New Oriental China will give or receive
the relevant notice on behalf New Oriental Schools and Subsidiaries where applicable. The WFOEs notice being given to New Oriental China shall be deemed being given to Service Receiving Parties.
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11.2 (a) (b)10 (c)
Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English or Chinese and delivered personally or sent by registered
mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of each relevant party as specified by such party from time to time. The date when the notice is deemed to be duly served shall be determined
as follows: (a) a notice delivered personally is deemed duly served upon delivery; (b) a notice sent by mail is deemed duly served the tenth (10th) day after the date when the postage prepaid registered airmail was sent out (as is
shown on the postmark), or the fourth (4th) day after the delivery date to the courier service company; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission
confirmation for relevant documents.
11.3
For the purpose of notices, the
addresses of the Parties are as follows:
Beijing Pioneer Technology Co., Ltd. 3 B 315 Address: Room 315, Tower B, No. 3 Danleng Street, Haidian District,
Beijing Attn: Xiang Wang (86-10)60908208 Phone: (86-10)60908208
Beijing New Oriental Education & Technology (Group) Co., Ltd. 6 9 Address: No. 6 Haidian
Mid Street, Haidian District, Beijing Attn: Rui Guan (86-10) 60908112 Phone: (86-10) 60908112
8
12. |
New Oriental Schools and Subsidiaries |
12.1 4
New Oriental China shall procure New Oriental Schools and Subsidiaries and any
new schools or subsidiaries established, formed or incorporated after the date of this Agreement to execute a Joinder Agreement in a form attached as Schedule 4 so that such existing or new schools or subsidiaries shall become parties to this
Agreement. Before any New Oriental Schools and Subsidiaries execute the Joinder Agreement, New Oriental China shall guarantee, undertake and procure such New Oriental Schools and Subsidiaries to comply all terms and conditions of this Agreement.
12.2
A person or entity who has entered into a Joinder Agreement pursuant to
this Agreement shall have the benefit of and be subject to the burden of all the provisions of this Agreement as if he were party to it in the capacity designated in the Joinder Agreement, and this Agreement shall be interpreted accordingly.
13. |
Assignment |
13.1
Service Receiving Parties shall not assign any of their respective rights or
obligations under this Agreement to any third party without the prior written consent of the WFOE.
13.2
Service Receiving Parties hereby agree that the WFOE may assign its rights and obligations under this Agreement as the WFOE may decide at its sole discretion, only be subject to a
written notice to New Oriental China.
9
14. Severability
If any provision of this Agreement is judged to be invalid or unenforceable because it is inconsistent with applicable laws, such invalidity or unenforceability shall be only with
respect to such laws, and the validity, legality and enforceability of the other provisions hereof shall not be affected.
15. Amendment or Supplement
Any amendment or supplement to this Agreement shall be made by Parties in writing. The amendments or supplements duly executed by each party shall form an integral part of this
Agreement and shall have the same legal effect as this Agreement.
16. Counterparts
This Agreement shall be executed in two originals by all Parties, with the WFOE and New Oriental China holding one original. All originals shall have the same legal effect. The
Agreement may be executed in one or more counterparts.
17. Languages
This
Agreement is written in English and Chinese. Both language versions shall have the equal validity. In case of any discrepancy between the English version and the Chinese version, the English version shall prevail.
[Signature page follows]
10
IN WITNESS WHEREOF, the Parties have duly executed this Agreement
on the date appearing at the head hereof.
Beijing Pioneer Technology Co., Ltd.
Authorized Representative:
Signature: /s/ Authorized Representative
Seal: /s/ Company Seal
Beijing New Oriental Education & Technology
(Group) Co., Ltd.
Authorized Representative:
Signature: /s/ Authorized
Representative
Seal: /s/ Company Seal
11
SCHEDULE 1 1 List of New Oriental Schools and Subsidiaries No. English Name of Schools Chinese Name of Schools 1. Beijing Haidian District Privately-Funded New Oriental School 2. Beijing Changping New Oriental Foreign Language School 3. Shanghai Yangpu District New Oriental Advanced Study School 4. Guangzhou Haizhu District Privately-Funded New Oriental Training School 5. Guangzhou Panyu Privately-Funded New Oriental Training Center 6. Guangzhou New Oriental Training School 7. Wuhan New Oriental Training School 8. Tianjin New Oriental Training School 9. Xian Yanta District New Oriental Training School 10. Nanjing Gulou New Oriental Advanced Study School 11. Shenzhen New Oriental Training School 12. Shenyang New Oriental Foreign Language Training School 13. Chongqing New Oriental Training School 14. Chengdu New Oriental School 15. Xiangyang New Oriental Training School 16. Harbin Nangang District New Oriental Training School 17. Changsha Furong District New Oriental Training School 18. Taiyuan New Oriental Training School 19. Jinan New Oriental School 20. Hangzhou New Oriental School 21. Fuyang New Oriental Training School 22. Changchun New Oriental Training School 23. Zhengzhou New Oriental Training School 24. Foshan New Oriental Training School 25. Suzhou New Oriental School 26. Shijiazhuang New Oriental School 27. Hefei New Oriental Foreign Language Training School Sch-1-1
No. English Name of Schools Chinese Name of Schools 28. Fuzhou Gulou District New Oriental Training school 29. Yunnan New Oriental Training School 30. Anshan New Oriental Training School 31. Zhuzhou New Oriental Training School 32. Yichang Xiling District New Oriental School 33. Wuxi New Oriental Advanced Study School 34. Jingzhou New Oriental School 35. Nanchang Donghu District New Oriental Language School 36. Dalian New Oriental Training School 37. Huangshi New Oriental Training School 38. Ningbo New Oriental School 39. Lanzhou Chengguan District New Oriental School 40. Xiamen Siming District New Oriental Education Training School 41. Qingdao New Oriental Language Training School 42. Nanning New Oriental Education Training School 43. Changchun Tongwen Senior High School 44. Changchun Tongwen Gaokao Training School 45. Xuzhou New Oriental Advanced Study School 46. Xiangtan Yuhu District New Oriental School 47. Zhenjiang New Oriental Training Center 48. Luoyang New Oriental School 49. Nantong Chongchuan District New Oriental School 50. Jilin Chuanying District New Oriental Taining School 51. Guiyang Yunyan District New Oriental School 52. Inner Mongolia Huhhot New Oriental School 53. Tangshan Lubei District New Oriental School 54. Urumqi New Oriental Training School 55. Beijing New Oriental Yangzhou Foreign Language School 56. Shiyan New Oriental School 57. China Management Software Institute 2. Subsidiaries No. English Name of Subsidiaries Chinese Name of Subsidiaries Sch-1-2
No. English Name of Subsidiaries Chinese Name of Subsidiaries
58. Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
59.
Beijing New Oriental Dogwood Advertisement Co., Ltd.
60. Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd.
61. Shanghai Dogwood Bookstore & Audio-Visual Products Co., Ltd.
62. Guangzhou
Dogwood Bookstore & Audio-Visual Products Co., Ltd.
63. Wuhan New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
64. Tianjin Dogwood Bookstore & Audio-Visual Products Co., Ltd.
65. Xian New
Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
66. Nanjing New Oriental Dogwood Bookstore Products Co., Ltd.
67. Shenyang New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
68. Chengdu
New Oriental Dogwood Bookstore Products Co., Ltd.
69. Chongqing New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
70. Harbin New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
71.
Changsha New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
72. Changchun New Oriental Dogwood Bookstore & Audio-Visual Products
Co., Ltd.
73. Taiyuan New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
74. Hefei Dogwood Bookstore & Audio-Visual Products Co., Ltd.
75. Fuzhou Gulou
District Dogwood Bookstore & Audio-Visual Products Co., Ltd.
76. Hangzhou Dogwood Bookstore Products Co., Ltd.
77. Nanchang Dogwood Bookstore & Audio-Visual Products Co., Ltd.
78. Kunming Dogwood
Bookstore & Audio-Visual Products Co., Ltd.
79. Dalian New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
80. Jinan Dogwood Bookstore & Audio-Visual Products Co., Ltd.
Sch-1-3
No. English Name of Subsidiaries Chinese Name of Subsidiaries
81. Lanzhou New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
82. Shijiazhuang New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
83.
Ningbo Haishu New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
84. Suzhou New Oriental Dogwood Bookstore & Audio-Visual Products Co.,
Ltd.
85. Qingdao New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
86. Xuzhou New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
87.
Urumqi Dogwood Bookstore & Audio-Visual Products Co., Ltd.
88. Xiamen New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd.
89. Huhhot Dogwood Bookstore & Audio-Visual Products Co., Ltd.
90.
Beijing New Oriental Xuncheng Network Technology Co., Ltd.
91. Beijing New Oriental Vision Overseas Consultancy Co., Ltd.
92. Shanghai Vision Overseas Service Company Limited
93. Shandong New Oriental Vision Overseas
Consultancy Co., Ltd.
94. Leci Internet Technology(Beijing) Company Limited
95. Beijing Dianshijingwei Technology Company Limited
Sch-1-4
Schedule 2 2 Contents of Service, Calculation and Payment of the
Service Fee
1. Contents of Service
1.1 Providing the following technology
development and transfer, technical consulting services:
(a) New Enrollment System,
(b) HS HS Intelligent Learning Progress Management System,
(c) Data-Protected Media
Distribution System,
(d) Education Call Center Platform System,
(e) CRM
System,
(f) Overseas Study Management System,
(g) Multi-dimensional Thesaurus
Management System,
(h) Students Online Service Platform System,
(i) Courses
Search Platform System,
(j) DPS IETLS DPS Learning System,
(k) Teaching and
Research Materials Compiling System,
(l) Distance Teacher Development System,
Sch-2-1
(m) Book Evaluation and Research System, and
(n) Diagnostic and Evaluation of Students Learning System;
1.2 Providing occupation and
pre-occupation staff training services;
1.3 Providing public relation services;
1.4 Providing market investigation, research and consulting services;
1.5
Providing mid or short-term market development, market plan services;
1.6 Providing human resource management and internal information management;
1.7 Providing network development, updating and daily maintenance;
1.8 Providing sale services
of self-produced products;
1.9 Licensing of software and trademark;
1.10 /
Selling and authorizing New Oriental China and New Oriental Schools and Subsidiaries to license software, and/or
1.11 Other services determined from time to time
by WFOE according to the need of business and capacity of Service Providers.
2. Calculation and Payment of Service Fee
2.1 The fee for the services provided under this Agreement is calculated based on the revenue of a Service Receiving Party and the corresponding operating cost and sales,
management and other costs and expenses incurred by the Service Receiving Party, and may be charged in the form of:
Sch-2-2
(a) a percentage of the revenue of the Service Receiving Party;
(b) a fixed fee for each new enrollment;
(c) / a fixed license fee for
certain software; and/or
(d) other method determined from time to time by WFOE according to the nature of services provided.
2.2
The specific amount of such fee shall be determined by a Service Provider through taking
account of the following factors, and a Service Provider shall send New Oriental China or the respective New Oriental School or other parties written confirmation for service fee:
(a) The technical difficulty and complexity of the services provided by the Service Provider;
(b) The time spent by employees of the Service Provider concerning the services;
(c) The contents and commercial value of the services provided by the Service Provider;
(d)
The benchmark price of similar services in the market.
3. 10 10 10
A Service
Provider will calculate service fee payable on a fixed term basis and send the Service Receiving Party corresponding invoices. The Service Receiving Party shall pay the fee to the bank account designated by the Service Provider within 10 business
days after receipt of such invoices, and send a copy of the remittance certificate by facsimile or mail to the Service Provider within 10 business days after payment. The Service Provider shall issue a receipt within 10 business days after receipt
of the service fee.
Sch-2-3
Xinxiang Hongqi District New Oriental Training School Co, Ltd
新多紅旗苞新京方培洲挙校有限公司
Handan Congtai District J\,ew Oriental Training School Co., Ltd
邯鄣市丛台民新京方教育培洲挙校有限公司
Yinchuan Jinfeng District New Oriental Culture Training Centre Co., Ltd
銀川市金夙図新左方文化培洲中心有限公司
Qinghai New Oriental Training School Co., Ltd
青海新奈方教育培洲挙校有限公司
Bengbu Tianhong Guozhen Kindergarten
蚌埠天虹囯被幼丿L 园
Asia Pacific MonLessori Education Co., Ltd
泛太平洋蒙特索利教育股份有限公司
Guangzhou Huangpu District Privately-Funded New Oriental Education Training Centre Co.,
Ltd
户州市黃埔匡私立新宗方教育培洲中心有限公司
Jinzhong Yuci District New Oriental Education Training School Co., Ltd
普中市榆次匡新京方教育培洲举校有限公司
Suzhou Aizhixin Calering Management Co., Ltd
芳州愛之倍餐吹管理有限公司
Hangzhou Xiaoshan District New Oriental Training School Co., Ltd
杭州薰山新京方培洲挙校有限公司
Hangzhou Yuhang District New Oriental Training Centre School Co., Ltd
杭州市余杭新京方培洲中心挙校有限公司
Wuhan Wuchang District Vision Training School Co., Ltd
武汊市武昌包前途培洲挙校有限公司
Changshu New Oriental Training School Co., Ltd
常熟新末方培洲挙校有限公司
Suzhou New Oriental Training School Co., Ltd
易、州新奈方培洲挙校有限公司
Changsha Kaifu District New Oriental Education Training School Co, Ltd
Xinxiang Hongqi District New Oriental Training School Co, Ltd
新多紅旗苞新京方培洲挙校有限公司
Handan Congtai District J\,ew Oriental Training School Co., Ltd
邯鄣市丛台民新京方教育培洲挙校有限公司
Yinchuan Jinfeng District New Oriental Culture Training Centre Co., Ltd
銀川市金夙図新左方文化培洲中心有限公司
Qinghai New Oriental Training School Co., Ltd
青海新奈方教育培洲挙校有限公司
Bengbu Tianhong Guozhen Kindergarten
蚌埠天虹囯被幼丿L 园
Asia Pacific MonLessori Education Co., Ltd
泛太平洋蒙特索利教育股份有限公司
Guangzhou Huangpu District Privately-Funded New Oriental Education Training Centre Co.,
Ltd
户州市黃埔匡私立新宗方教育培洲中心有限公司
Jinzhong Yuci District New Oriental Education Training School Co., Ltd
普中市榆次匡新京方教育培洲举校有限公司
Suzhou Aizhixin Calering Management Co., Ltd
芳州愛之倍餐吹管理有限公司
Hangzhou Xiaoshan District New Oriental Training School Co., Ltd
杭州薰山新京方培洲挙校有限公司
Hangzhou Yuhang District New Oriental Training Centre School Co., Ltd
杭州市余杭新京方培洲中心挙校有限公司
Wuhan Wuchang District Vision Training School Co., Ltd
武汊市武昌包前途培洲挙校有限公司
Changshu New Oriental Training School Co., Ltd
常熟新末方培洲挙校有限公司
Suzhou New Oriental Training School Co., Ltd
易、州新奈方培洲挙校有限公司
Changsha Kaifu District New Oriental Education Training School Co, Ltd
NO.
Existing Service Agreement
15 New Enrollment System Development Service Agreement between
Beijing Decision Education & Consulting Co., Ltd. and Xiamen Siming District New Oriental Education Training School
16 New Enrollment System Development
Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Jilin Chuanying District New Oriental Training School
17 Deep Research and
Development Service Agreement - Knowledge Management Platform Database System between Beijing Decision Education & Consulting Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School
18 Deep Research and Development Service Agreement - Knowledge Management Platform Database System between Beijing Decision Education & Consulting Co., Ltd. and Guangzhou
Haizhu District Privately-Funded New Oriental Training School
19 Deep Research and Development Service Agreement - Knowledge Management Platform Database System
between Beijing Decision Education & Consulting Co., Ltd. and Tianjin New Oriental Training School
20 Deep Research and Development Service Agreement -
Knowledge Management Platform Database System between Beijing Decision Education & Consulting Co., Ltd. and Shenyang New Oriental Foreign Language Training School
21 Deep Research and Development Service Agreement - Knowledge Management Platform Database System between Beijing Decision Education & Consulting Co., Ltd. and Changsha
Furong District New Oriental Training School
22 Deep Research and Development Service Agreement - Knowledge Management Platform Database System between Beijing
Decision Education & Consulting Co., Ltd. and Hefei New Oriental Foreign Language Training School
23 Deep Research and Development Service Agreement -
Knowledge Management Platform Database System between Beijing Decision Education & Consulting Co., Ltd. and Ningbo New Oriental School
24 Deep Research
and Development Service Agreement - iLearn Online Learning Platform between Beijing Decision Education & Consulting Co., Ltd. and Shenzhen New Oriental Training School
25 Deep Research and Development Service Agreement - iLearn Online Learning Platform between Beijing Decision Education & Consulting Co., Ltd. and Hefei New Oriental
Foreign Language Training School
26 Deep Research and Development Service Agreement - iLearn Online Learning Platform between Beijing Decision Education &
Consulting Co., Ltd. and Urumqi New Oriental Training School
27 Technology Service Agreement Education Call Center Platform Development V1.0 between Beijing
Pioneer Technology Company Limited and Beijing Haidian District Privately-Funded New Oriental School
28 Technology Service Agreement Education Call Center
Platform Development V1.0 between Beijing Pioneer Technology Company Limited and Changchun New Oriental Training School
29 Technology Service Agreement
Education Call Center Platform Development V1.0 between Beijing Pioneer Technology Company Limited and Nanchang Donghu District New Oriental Language School
30
Technology Service Agreement Education Call Center Platform Development Sch-3-2
NO.
Existing Service Agreement
V1.0 between Beijing Pioneer Technology Company Limited and Xiamen
Siming District New Oriental Education Training School
31 Technology Service Agreement New Oriental CRM System Development V1.0 between Beijing Pioneer
Technology Company Limited and Zhengzhou New Oriental Training School
32 Technology Service Agreement New Oriental CRM System Development V1.0 between
Beijing Pioneer Technology Company Limited and Suzhou New Oriental School
33 Technology Service Agreement New Oriental CRM System Development V1.0 between
Beijing Pioneer Technology Company Limited and Lanzhou Chengguan District New Oriental School
34 Technology Service Agreement New Oriental CRM System
Development V1.0 between Beijing Pioneer Technology Company Limited and Xiamen Siming District New Oriental Education Training School
35 Technology Service
Agreement - Overseas Study Consultation Software V1.0 between Beijing Pioneer Technology Company Limited and Beijing New Oriental Vision Overseas Consultancy Co., Ltd.
36 Technology Service Agreement Teaching and Research Materials Compiling System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Beijing Haidian District
Privately-Funded New Oriental School
37 Technology Service Agreement Teaching and Research Materials Compiling System V1.0 between Beijing Smart Wood
Technology Co., Ltd. and Xian Yanta District New Oriental Training School
38 Technology Service Agreement Teaching and Research Materials Compiling
System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Taiyuan New Oriental Training School
39 Technology Service Agreement Teaching and Research
Materials Compiling System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
40 Technology
Service Agreement Distance Teacher Development System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Wuhan New Oriental Training School
41
Technology Service Agreement Book Evaluation and Research and Development System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
42 Technology Service Agreement Diagnostic and Evaluation of Students Learning System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Beijing New Oriental
Vision Overseas Consultancy Co., Ltd.
43 Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time
Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School
44 Deep Research and Development Service Agreement Paper Intelligent
Recombination Platform between Beijing Right Time Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School
45 Deep Research and
Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School
46 Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Guangzhou New Oriental
Training School Sch-3-3
NO.
Existing Service Agreement
47 Deep Research and Development Service Agreement Paper
Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Wuhan New Oriental Training School
48 Deep Research and Development Service
Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Xian Yanta District New Oriental Training School
49 Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Nanjing
Gulou New Oriental Advanced Study School
50 Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right
Time Technology Co., Ltd. and Chongqing New Oriental Training School
51 Deep Research and Development Service Agreement Paper Intelligent Recombination
Platform between Beijing Right Time Technology Co., Ltd. and Chengdu New Oriental School
52 Deep Research and Development Service Agreement Paper
Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Xiangyang New Oriental Training School
53 Deep Research and Development
Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Harbin Nangang District New Oriental Training School
54 Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Luoyang New Oriental School
55 Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Suzhou New
Oriental School
56 Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd.
and Nanchang Donghu District New Oriental Language School
57 Deep Research and Development Service Agreement Paper Intelligent Recombination Platform
between Beijing Right Time Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School
58 Deep Research and Development Service Agreement Paper
Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School
59 Deep
Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Jilin Chuanying District New Oriental Training School
60 Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Urumqi New Oriental Training
School
61 Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and
Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
62 Deep Research and Development Service Agreement Teaching Data Analysis Platform between
Beijing Right Time Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School
63 Deep Research and Development Service Agreement
Entering Capacity Evaluation Platform between Beijing Right Time Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd. Sch-3-4
NO.
Existing Service Agreement
64 Deep Research and Development Service Agreement Entering
Capacity Evaluation Platform between Beijing Right Time Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited
65 Deep Research and Development
Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School
66
Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School
67 Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Wuhan New Oriental Training School
68 Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Xian Yanta District New Oriental Training
School
69 Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Shenzhen New Oriental
Training School
70 Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Chongqing New
Oriental Training School
71 Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Hangzhou
New Oriental Advanced Study School
72 Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd.
and Zhengzhou New Oriental Training School
73 Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co.,
Ltd. and Suzhou New Oriental School
74 Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd.
and Hefei New Oriental Foreign Language Training School
75 Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend
Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School
76 Deep Research and Development Service Agreement Smart Office Platform
between Beijing Joy Tend Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School
77 Deep Research and Development Service Agreement
Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Urumqi New Oriental Training School
78 Deep Research and Development Service
Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Changchun Tongwen Gaokao Training School
79 Deep Research and Development
Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
80
Deep Research and Development Service Agreement CMS Website Content Support Platform between Beijing Joy Tend Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd. Sch-3-5
NO.
Existing Service Agreement
81 Deep Research and Development Service Agreement CMS
Website Content Support Platform between Beijing Joy Tend Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited
82 Deep Research and
Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School
83 Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Shanghai Yangpu District New Oriental
Advanced Study School
84 Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and
Tianjin New Oriental Training School
85 Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology
Co., Ltd. and Chongqing New Oriental Training School
86 Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing
Top Technology Co., Ltd. and Chengdu New Oriental School
87 Deep Research and Development Service Agreement Intelligent Course Scheduling System between
Beijing Top Technology Co., Ltd. and Xiangyang New Oriental Training School
88 Deep Research and Development Service Agreement Intelligent Course Scheduling
System between Beijing Top Technology Co., Ltd. and Harbin Nangang District New Oriental Training School
89 Deep Research and Development Service Agreement
Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Changsha Furong District New Oriental Training School
90 Deep Research and
Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Taiyuan New Oriental Training School
91 Deep
Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Jinan New Oriental School
92
Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School
93 Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Luoyang New Oriental School
94 Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Nanchang Donghu District New Oriental
Language School
95 Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Ningbo
New Oriental School
96 Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and
Jilin Chuanying District New Oriental Training School
97 Deep Research and Development Service Agreement Intelligent Course Scheduling System between
Beijing Top Technology Co., Ltd. and Urumqi New Oriental Training School Sch-3-6
NO.
Existing Service Agreement
98 Deep Research and Development Service Agreement Operating
Support System between Beijing Top Technology Co., Ltd. and Changsha Furong District New Oriental Training School
99 Software Sales Agreement between Beijing
Hewstone Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School
100 Software Sales Agreement between Beijing Hewstone Technology
Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School
101 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Guangzhou
Haizhu District Privately-Funded New Oriental Training School
102 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Guangzhou Fanyu
Privately-Funded New Oriental Education Training Center
103 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Guangzhou New Oriental
Training School (Yuexiu District)
104 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Wuhan New Oriental Training School
105 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Tianjin New Oriental Training School
106 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Xian Yanta District New Oriental Training School
107 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School
108 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Shenzhen New Oriental Training School
109 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Shenyang New Oriental Foreign Language Training School
110 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Chongqing New Oriental Training School
111 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Chengdu New Oriental School
112 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Harbin Nangang District New Oriental Training School
113 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Changsha Furong District New Oriental Training School
114 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Taiyuan New Oriental Training School
115 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Jinan New Oriental School
116 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Changchun New Oriental Training School
117 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School
118 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Zhengzhou New Oriental Training School
119 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Foshan New Oriental Training School
120 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Suzhou New Oriental School
121 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Shijiazhuang New Oriental School
122 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School Sch-3-7
NO.
Existing Service Agreement
123 Software Sales Agreement between Beijing Hewstone Technology
Co., Ltd. and Fuzhou Gulou District New Oriental Training School
124 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Yunnan New Oriental
Training School
125 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Anshan New Oriental Training School
126 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Zhuzhou New Oriental Training School
127 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Wuxi New Oriental Advanced Study School
128 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School
129 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Jingzhou New Oriental School
130 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Dalian New Oriental Training School
131 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Ningbo New Oriental School
132 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School
133 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School
134 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Changchun Tongwen Gaokao Training School
135 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
136 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd.
137 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd.
138 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Qingdao New Oriental Language Training School
139 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited
140 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Beijing Haidian District Privately-Funded New Oriental School
141 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Shanghai Yangpu District New Oriental Advanced Study School
142 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Guangzhou Haizhu District Privately-Funded New Oriental Training School
143 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Guangzhou Fanyu Privately-Funded New Oriental Education Training Center
144 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Guangzhou New Oriental Training School (Yuexiu District)
145 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Wuhan New Oriental Training School
146 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Tianjin New Oriental Training School Sch-3-8
NO.
Existing Service Agreement
147 Software Sales Agreement between Beijing Pioneer Technology
Company Limited and Xian Yanta District New Oriental Training School
148 Software Sales Agreement between Beijing Pioneer Technology Company Limited and
Nanjing Gulou New Oriental Advanced Study School
149 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Shenzhen New Oriental Training
School
150 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Shenyang New Oriental Foreign Language Training School
151 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Chongqing New Oriental Training School
152 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Chengdu New Oriental School
153 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Harbin Nangang District New Oriental Training School
154 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Changsha Furong District New Oriental Training School
155 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Taiyuan Oriental Training School
156 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Jinan New Oriental School
157 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Changchun New Oriental Training School
158 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Hangzhou New Oriental Advanced Study School
159 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Zhengzhou New Oriental Training School
160 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Foshan New Oriental Training School
161 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Suzhou New Oriental School
162 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Shijiazhuang New Oriental School
163 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Hefei New Oriental Foreign Language Training School
164 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Fuzhou Gulou District New Oriental Training School
165 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Yunnan New Oriental Training School
166 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Anshan New Oriental Training School
167 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Wuxi New Oriental Advanced Study School
168 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Nanchang Donghu District New Oriental Language School
169 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Jingzhou New Oriental School
170 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Dalian New Oriental Training School
171 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Ningbo New Oriental School Sch-3-9
NO.
Existing Service Agreement
172 Software Sales Agreement between Beijing Pioneer Technology
Company Limited and Lanzhou Chengguan District New Oriental School
173 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Xiamen
Siming District New Oriental Education Training School
174 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Qingdao New Oriental
Language Training School
175 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Changchun Tongwen Gaokao Training School
176 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
177 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd.
178 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Beijing New Oriental Vision Overseas Consultancy Co., Ltd.
179 Software Sales Agreement between Beijing Pioneer Technology Company Limited and Shanghai Vision Overseas Service Company Limited
180 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Beijing Haidian District Privately-Funded New Oriental School
181 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Shanghai Yangpu District New Oriental Advanced Study School
182 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Guangzhou Haizhu District Privately-Funded New Oriental Training School
183 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Guangzhou Fanyu Privately-Funded New Oriental Education Training
Center
184 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Guangzhou New Oriental Training School (Yuexiu District)
185 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Wuhan New Oriental Training School
186 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Tianjin New Oriental Training School
187 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Xian Yanta District New Oriental Training School
188 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Nanjing Gulou New Oriental Advanced Study School
189 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Shenzhen New Oriental Training School
190 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Shenyang New Oriental Foreign Language Training School
191 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Chongqing New Oriental Training School Sch-3-10
NO.
Existing Service Agreement
192 Software Sales Agreement between Shanghai Smart Words Software
Technology Company Limited and Chengdu New Oriental School
193 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Harbin
Nangang District New Oriental Training School
194 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Taiyuan New
Oriental Training School
195 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Jinan New Oriental School
196 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Changchun New Oriental Training School
197 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Hangzhou New Oriental Advanced Study School
198 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Zhengzhou New Oriental Training School
199 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Suzhou New Oriental School
200 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Shijiazhuang New Oriental School
201 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Hefei New Oriental Foreign Language Training School
202 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Fuzhou Gulou District New Oriental Training School
203 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Yunnan New Oriental Training School
204 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Nanchang Donghu District New Oriental Language School
205 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Dalian New Oriental Training School
206 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Ningbo New Oriental School
207 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Lanzhou Chengguan District New Oriental School
208 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Qingdao New Oriental Language Training School
209 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Changchun Tongwen Gaokao Training School
210 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Jilin Chuanying District New Oriental Training School
211 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Beijing New Oriental Dogwood Cultural Sch-3-11
NO.
Existing Service Agreement
Communications Co., Ltd.
212 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd.
213 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Beijing New Oriental Vision Overseas Consultancy Co., Ltd.
214 Software Sales Agreement between Shanghai Smart Words Software Technology Company Limited and Shanghai Vision Overseas Service Company Limited
215 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School
216 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School
217 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School
218 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Guangzhou Fanyu Privately-Funded New Oriental Education Training Center
219 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Guangzhou New Oriental Training School (Yuexiu District)
220 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Wuhan New Oriental Training School
221 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Tianjin New Oriental Training School
222 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Xian Yanta District New Oriental Training School
223 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School
224 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Shenzhen New Oriental Training School
225 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Shenyang New Oriental Foreign Language Training School
226 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Chongqing New Oriental Training School
227 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Chengdu New Oriental School
228 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Harbin Nangang District New Oriental Training School
229 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Changsha Furong District New Oriental Training School
230 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Taiyuan New Oriental Training School
231 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Jinan New Oriental School
232 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Changchun New Oriental Training School
233 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School Sch-3-12
NO.
Existing Service Agreement
234 Software Sales Agreement between Beijing Smart Wood Software
Technology Co., Ltd. and Zhengzhou New Oriental Training School
235 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Foshan
New Oriental Training School
236 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Suzhou New Oriental School
237 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Shijiazhuang New Oriental School
238 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School
239 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School
240 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Yunnan New Oriental Training School
241 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School
242 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Dalian New Oriental Training School
243 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Ningbo New Oriental School
244 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School
245 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School
246 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Qingdao New Oriental Language Training School
247 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Changchun Tongwen Gaokao Training School
248 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Jilin Chuanying District New Oriental Training School
249 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
250 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd.
251 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd.
252 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School
253 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School
254 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School
255 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Guangzhou Fanyu Privately-Funded New Oriental Education Training Center
256 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Guangzhou New Oriental Training School (Yuexiu District)
257 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Wuhan New Oriental Training School Sch-3-13
NO.
Existing Service Agreement
258 Software Sales Agreement between Beijing Joy Tend Technology
Co., Ltd. and Tianjin New Oriental Training School
259 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Xian Yanta District New
Oriental Training School
260 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School
261 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Shenzhen New Oriental Training School
262 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Shenyang New Oriental Foreign Language Training School
263 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Chongqing New Oriental Training School
264 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Chengdu New Oriental School
265 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Harbin Nangang District New Oriental Training School
266 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Changsha Furong District New Oriental Training School
267 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Taiyuan New Oriental Training School
268 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Jinan New Oriental School
269 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Changchun New Oriental Training School
270 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School
271 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Zhengzhou New Oriental Training School
272 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Suzhou New Oriental School
273 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Shijiazhuang New Oriental School
274 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School
275 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School
276 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Yunnan New Oriental Training School
277 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School
278 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Dalian New Oriental Training School
279 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Ningbo New Oriental School
280 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School
281 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School
282 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Qingdao New Oriental Language Training School Sch-3-14
NO.
Existing Service Agreement
283 Software Sales Agreement between Beijing Joy Tend Technology
Co., Ltd. and Changchun Tongwen Gaokao Training School
284 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Jilin Chuanying District New
Oriental Training School
285 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Urumqi New Oriental Training School
286 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Shiyan New Oriental Training School
287 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Xiangyang New Oriental Training School
288 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
289 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd.
290 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd.
291 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited
292 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School
293 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School
294 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Guangzhou Fanyu Privately-Funded New Oriental Education Training Center
295 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Guangzhou New Oriental Training School (Yuexiu District)
296 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Wuhan New Oriental Training School
297 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Tianjin New Oriental Training School
298 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Xian Yanta District New Oriental Training School
299 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School
300 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Shenzhen New Oriental Training School
301 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Shenyang New Oriental Foreign Language Training School
302 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Chongqing New Oriental Training School
303 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Chengdu New Oriental School
304 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Harbin Nangang District New Oriental Training School
305 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Changsha Furong District New Oriental Training School
306 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Taiyuan New Oriental Training School
307 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Jinan New Oriental School Sch-3-15
NO.
Existing Service Agreement
308 Software Sales Agreement between Beijing Top Technology Co.,
Ltd. and Changchun New Oriental Training School
309 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Hangzhou New Oriental Advanced Study
School
310 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Zhengzhou New Oriental Training School
311 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Suzhou New Oriental School
312 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Shijiazhuang New Oriental School
313 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School
314 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School
315 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Yunnan New Oriental Training School
316 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Wuxi New Oriental Advanced Study School
317 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School
318 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Dalian New Oriental Training School
319 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Ningbo New Oriental School
320 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School
321 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School
322 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Qingdao New Oriental Language Training School
323 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Changchun Tongwen Gaokao Training School
324 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Jilin Chuanying District New Oriental Training School
325 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Urumqi New Oriental Training School
326 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Shiyan New Oriental Training School
327 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Xiangyang New Oriental Training School
328 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Luoyang New Oriental School
329 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
330 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd.
331 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd.
332 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited Sch-3-16
NO.
Existing Service Agreement
333 Software Sales Agreement between Beijing Magnificence
Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School
334 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd.
and Guangzhou Haizhu District Privately-Funded New Oriental Training School
335 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and
Guangzhou Fanyu Privately-Funded New Oriental Education Training Center
336 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and
Guangzhou New Oriental Training School (Yuexiu District)
337 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Wuhan New Oriental
Training School
338 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Tianjin New Oriental Training School
339 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Xian Yanta District New Oriental Training School
340 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School
341 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Shenzhen New Oriental Training School
342 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Shenyang New Oriental Foreign Language Training School
343 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Chongqing New Oriental Training School
344 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Chengdu New Oriental School
345 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Harbin Nangang District New Oriental Training School
346 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Changsha Furong District New Oriental Training School
347 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Taiyuan New Oriental Training School
348 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Jinan New Oriental School
349 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Changchun New Oriental Training School
350 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School
351 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Zhengzhou New Oriental Training School
352 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Suzhou New Oriental School
353 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Shijiazhuang New Oriental School
354 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School
355 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School
356 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Yunnan New Oriental Training School Sch-3-17
NO.
Existing Service Agreement
357 Software Sales Agreement between Beijing Magnificence
Technology Co., Ltd. and Wuxi New Oriental Advanced Study School
358 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Nanchang Donghu
District New Oriental Language School
359 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Dalian New Oriental Training School
360 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Ningbo New Oriental School
361 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School
362 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School
363 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Qingdao New Oriental Language Training School
364 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Changchun Tongwen Gaokao Training School
365 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Jilin Chuanying District New Oriental Training School
366 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Urumqi New Oriental Training School
367 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Shiyan New Oriental Training School
368 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Xiangyang New Oriental Training School
369 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Luoyang New Oriental School
370 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
371 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd.
372 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd.
373 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited
374 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School
375 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School
376 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Guangzhou Fanyu Privately-Funded New Oriental Education Training Center
377 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Guangzhou New Oriental Training School (Yuexiu District)
378 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Wuhan New Oriental Training School
379 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Tianjin New Oriental Training School
380 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Xian Yanta District New Oriental Training School Sch-3-18
NO.
Existing Service Agreement
381 Software Sales Agreement between Beijing Shenghe Software
Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School
382 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and
Shenzhen New Oriental Training School
383 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Shenyang New Oriental Foreign Language
Training School
384 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Chongqing New Oriental Training School
385 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Chengdu New Oriental School
386 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Harbin Nangang District New Oriental Training School
387 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Changsha Furong District New Oriental Training School
388 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Taiyuan New Oriental Training School
389 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Jinan New Oriental School
390 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Changchun New Oriental Training School
391 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School
392 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Zhengzhou New Oriental Training School
393 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Suzhou New Oriental School
394 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Shijiazhuang New Oriental School
395 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School
396 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School
397 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Yunnan New Oriental Training School
398 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School
399 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Dalian New Oriental Training School
400 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Ningbo New Oriental School
401 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School
402 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School
403 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Qingdao New Oriental Language Training School
404 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Changchun Tongwen Gaokao Training School
405 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Jilin Chuanying District New Oriental Training School Sch-3-19
NO.
Existing Service Agreement
406 Software Sales Agreement between Beijing Shenghe Software
Technology Co., Ltd. and Nanning New Oriental Education Training School
407 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and
Urumqi New Oriental Training School
408 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Shiyan New Oriental Training School
409 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Xiangyang New Oriental Training School
410 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Luoyang New Oriental School
411 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Wuxi New Oriental Advanced Study School
412 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
413 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd.
414 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd.
415 Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited
416 Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Nanning New Oriental Education Training School
417 Software Sales Agreement between Beijing Pioneer Technology Co., Ltd. and Nanning New Oriental Education Training School
418 Software Sales Agreement between Shanghai Smart Words Software Technology Co., Ltd. and Nanning New Oriental Education Training School
419 Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Nanning New Oriental Education Training School
420 Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Nanning New Oriental Education Training School
421 Software Sales Agreement between Beijing Top Technology Co., Ltd. and Nanning New Oriental Education Training School
422 Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Nanning New Oriental Education Training School
423 Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing Shenghe Software Technology Co., Ltd. and Shanghai Yangpu
District New Oriental Advanced Study School
424 Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing
Shenghe Software Technology Co., Ltd. and Nanning New Oriental Education Training School Sch-3-20
SCHEDULE 4
4
JOINDER AGREEMENT TO THE MASTER EXCLUSIVE SERVICE AGREEMENT
2014 9 19 12.1 This Joinder Agreement (this Joinder Agreement) is made as of ,
20 by the undersigned (the Joining Party) in accordance with the Section 12.1 of the Master Exclusive Service Agreement dated September 19, 2014 (as
amended, amended and restated or otherwise modified from time to time, collectively, the Master Exclusive Service Agreement) by and between Beijing Pioneer Technology Co., Ltd. and Beijing New Oriental Education & Technology
(Group) Co., Ltd. (New Oriental China). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Master Exclusive Service Agreement.
The Joining Party hereby acknowledges, agrees and confirms that, by executing this Joinder Agreement, the Joining Party shall be deemed to be a party to the Master Exclusive
Service Agreement as of the date hereof and shall have all of the rights and obligations of a New Oriental China school or subsidiary under the Master Exclusive Service Agreement as if it had executed the Master Exclusive Service Agreement. The
Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Master Exclusive Service Agreement. The Joining Party further authorizes New Oriental China, acting in its
sole discretion and on behalf of the Joining Party, to enter into any amendments or supplemental agreements to the Master Exclusive Service Agreement as New Oriental China shall deem necessary or desirable, and agrees to be bound by such amendments
or supplemental agreements.
IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.
[] [NAME OF JOINING PARTY] Sch-4-1
Name: Title:
Sch-4-2
AMENDMENT NO. 1 TO MASTER EXCLUSIVE SERVICE AGREEMENT
This Amendment No. 1 to Master Exclusive Service Agreement (the Amendment) is entered into as of Jan 28th, 2016 by and between the following parties:
(1) |
Beijing Pioneer Technology Co., Ltd. (the WFOE), a wholly foreign-owned enterprise registered in Beijing under the laws of the Peoples Republic of China (PRC); and |
(2) |
New Oriental Education & Technology (Group) Co., Ltd. (New Oriental China), a domestic company registered in Beijing under the PRC laws. |
The WFOE and New Oriental China are hereinafter altogether referred to as the Parties and individually, as a Party. Terms used but not defined herein have the meaning ascribed to such terms in the Service Agreement (as defined below).
RECITALS
WHEREAS, the WFOE and New Oriental China are parties to the Master Exclusive Service Agreement dated as of September 19, 2014 (the Service Agreement), and the Parties wish to amend the Service Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. |
Amendment to the Service Agreement. |
Set forth in Schedule 1 to this Amendment is an up-to-date list of New Oriental Schools and Subsidiaries as of the date hereof, which shall replace the Schedule 1 to the Service Agreement in its entirety. This list may be further updated from time to time by New Oriental China and provided to the WFOE.
1
2. |
Effectiveness of this Amendment. |
This Amendment shall become effective upon the execution hereof by the Parties.
3. |
No Other Modification of Existing Terms. |
This Amendment shall constitute an integral part of the Service Agreement and shall have the same full force and effect as all other provisions of the Service Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect or constitute a waiver of any of the terms, conditions, obligations, covenants or agreements contained in the Service Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
4. |
Governing Law. |
This Amendment, as an integral part of the Service Agreement, shall be construed in accordance with and governed by the laws of the PRC.
5. |
Languages. |
This Amendment is written in English and Chinese. Both language versions shall have the equal validity. In case of any discrepancy between the English version and the Chinese version, the English version shall prevail.
[Signature page follows]
2
IN WITNESS WHEREOF, the Parties have duly executed this Amendment on the date appearing at the head hereof.
Beijing Pioneer Technology Co., Ltd.
Authorized Representative:
Signature: |
/s/ Authorized Representative |
|
Seal: |
/s/ Seal of Beijing Pioneer Technology Co., Ltd. |
New Oriental Education & Technology (Group) Co., Ltd.
Authorized Representative:
Signature: |
/s/ Authorized Representative |
|
Seal: |
/s/ Seal of New Oriental Education & Technology (Group) Co., Ltd. |
[Signature Page to Amendment No. 1 to Master Exclusive Service Agreement]
SCHEDULE 1
List of New Oriental Schools and Subsidiaries
1. |
Schools |
No. | English Name of Schools | |||
1. | Beijing Haidian District Privately-Funded New Oriental School | |||
2. | Beijing Changping New Oriental Foreign Language School | |||
3. | Shanghai Yangpu District New Oriental Advanced Study School | |||
4. | Guangzhou Haizhu District Privately-Funded New Oriental Training School | |||
5. | Guangzhou Panyu Privately-Funded New Oriental Training Center | |||
6. | Guangzhou New Oriental Training School | |||
7. | Wuhan New Oriental Training School | |||
8. | Tianjin New Oriental Training School | |||
9. | Xian Yanta District New Oriental Training School | |||
10. | Nanjing Gulou New Oriental Advanced Study School | |||
11. | Shenzhen New Oriental Training School | |||
12. | Shenyang New Oriental Foreign Language Training School | |||
13. | Chongqing New Oriental Training School | |||
14. | Chengdu New Oriental School | |||
15. | Xiangyang New Oriental Training School | |||
16. | Harbin Nangang District New Oriental Training School | |||
17. | Changsha Furong District New Oriental Training School | |||
18. | Taiyuan New Oriental Training School | |||
19. | Jinan New Oriental School | |||
20. | Hangzhou New Oriental School | |||
21. | Fuyang New Oriental Training School | |||
22. | Changchun New Oriental Training School | |||
23. | Zhengzhou New Oriental Training School | |||
24. | Foshan New Oriental Training School | |||
25. | Suzhou New Oriental School | |||
26. | Shijiazhuang New Oriental School | |||
27. | Hefei New Oriental Foreign Language Training School |
No. | English Name of Schools | |||
28. |
Fuzhou Gulou District New Oriental Training school |
|||
29. |
Yunnan New Oriental Training School |
|||
30. |
Anshan New Oriental Training School |
|||
31. |
Zhuzhou New Oriental Training School |
|||
32. |
Yichang Xiling District New Oriental School |
|||
33. |
Wuxi New Oriental Advanced Study School |
|||
34. |
Jingzhou New Oriental School |
|||
35. |
Nanchang Donghu District New Oriental Language School |
|||
36. |
Dalian New Oriental Training School |
|||
37. |
Huangshi New Oriental Training School |
|||
38. |
Ningbo New Oriental School |
|||
39. |
Lanzhou Chengguan District New Oriental School |
|||
40. |
Xiamen Siming District New Oriental Education Training School |
|||
41. |
Qingdao New Oriental Language Training School |
|||
42. |
Nanning New Oriental Education Training School |
|||
43. |
Changchun Tongwen Senior High School |
|||
44. |
Changchun Tongwen Gaokao Training School |
|||
45. |
Xuzhou New Oriental Advanced Study School |
|||
46. |
Xiangtan Yuhu District New Oriental School |
|||
47. |
Zhenjiang New Oriental Training Center |
|||
48. |
Luoyang New Oriental School |
|||
49. |
Nantong Chongchuan District New Oriental School |
|||
50. |
Jilin Chuanying District New Oriental Training School |
|||
51. |
Guiyang Yunyan District New Oriental School |
|||
52. |
Inner Mongolia Huhhot New Oriental School |
|||
53. |
Tangshan Lubei District New Oriental School |
|||
54. |
Urumqi New Oriental Training School |
|||
55. |
Beijing New Oriental Yangzhou Foreign Language School |
|||
56. |
Shiyan New Oriental School |
|||
57. |
China Management Software Institute |
|||
58. |
Qingdao Laoshan District Happy Alice Kindergarten |
|||
59. |
Qingdao Happy Alice Kindergarten |
|||
60. |
Qingdao Chengyang District Happy Alice Kindergarten |
|||
61. |
Wenzhou New Oriental School |
|||
62. |
Quanzhou Fengze District New Oriental Education Training School |
No. | English Name of Schools | |||
63. | Weifang New Oriental Training School | |||
64. | Zhuhai Xiangzhou District New Oriental Education Training Center |
2. |
Subsidiaries |
No. | English Name of Subsidiaries | |||
65. | Beijing New Oriental Dogwood Cultural Communications Co., Ltd. | |||
66. | Beijing New Oriental Dogwood Advertisement Co., Ltd. | |||
67. | Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd. | |||
68. | Shanghai Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
69. | Guangzhou Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
70. | Wuhan New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
71. | Tianjin Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
72. | Xian New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
73. | Nanjing New Oriental Dogwood Bookstore Products Co., Ltd. | |||
74. | Shenyang New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
75. | Chengdu New Oriental Dogwood Bookstore Products Co., Ltd. | |||
76. | Chongqing New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
77. | Harbin New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
78. | Changsha New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
79. | Changchun New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
80. | Taiyuan New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
81. | Hangzhou Dogwood Bookstore Products Co., Ltd. | |||
82. | Nanchang Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
83. | Kunming Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
84. | Dalian New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
85. | Lanzhou New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. |
No. | English Name of Subsidiaries | |||
86. | Shijiazhuang New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
87. | Suzhou New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
88. | Xuzhou New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
89. | Urumqi Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
90. | Xiamen New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
91. | Huhhot Dogwood Bookstore & Audio-Visual Products Co., Ltd. | |||
92. | Beijing New Oriental Vision Overseas Consultancy Co., Ltd. | |||
93. | Shanghai Vision Overseas Service Company Limited | |||
94. | Shandong New Oriental Vision Overseas Consultancy Co., Ltd. | |||
95. | Leci Internet Technology(Beijing) Company Limited | |||
96. | Beijing Dianshijingwei Technology Company Limited | |||
97. | Shanxi New Oriental Vision Overseas Consultancy Co., Ltd | |||
98. | Fujian New Oriental Vision Overseas Consultancy Co., Ltd. | |||
99. | Guangdong Vision Overseas Consultancy Co., Ltd | |||
100. | Xinjiang New Oriental Vision Overseas Consultancy Co., Ltd. | |||
101. | Shaanxi New Oriental Vision Overseas Consultancy Co., Ltd. | |||
102. | Tianjin New Oriental Vision Overseas Consultancy Co., Ltd | |||
103. | Neimenggu New Oriental Vision Overseas Consultancy Co., Ltd | |||
104. | Liaoning New Oriental Vision Overseas Consultancy Co., Ltd | |||
105. | Gansu New Oriental Vision Overseas Consultancy Co., Ltd | |||
106. | Qingdao New Oriental Vision Overseas Consultancy Co., Ltd. |
No. | English Name of Subsidiaries | |||
107. |
New Oriental Vision Overseas Consulting (U.K.) Limited |
|||
108. |
Beijing Walkite International Travel Co. Ltd. |
|||
109. |
Qingdao Alice Education & Technology Company Limited |
|||
110. |
Beijing Aixuehuisi Education & Technology Company Limited |
|||
111. |
Beijing New Oriental MEGAWAY Education & Consulting Co., Ltd |
/Execution Version
AMENDMENT NO. 2 TO MASTER EXCLUSIVE SERVICE AGREEMENT
This Amendment No. 2 to Master Exclusive Service Agreement (the Amendment) is entered into as of February 16, 2017 by and between the following parties:
(1) |
|
Beijing Pioneer Technology Co., Ltd. (the WFOE), a wholly foreign-owned enterprise registered in Beijing under the laws of the Peoples Republic of China (PRC); and |
(2) |
|
New Oriental Education & Technology Group Co., Ltd. (New Oriental China), a domestic company registered in Beijing under the PRC laws.
The WFOE and New Oriental China are hereinafter altogether referred to as the Parties and individually, as a Party. Terms used but not defined herein have the meaning ascribed to such terms in the Service Agreement (as defined below).
RECITALS
WHEREAS, the WFOE and New Oriental China are parties to the Master Exclusive Service Agreement dated as of September 19, 2014 and the Amendment No. 1 thereto dated as of January 28, 2016 (collectively, the Service Agreement), and the Parties wish to amend the Service Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. |
Amendment to the Service Agreement. |
(a) |
|
The Parties agree to update and replace Section 2.1 of the Service Agreement in its entirety with the following:
1
/Execution Version
The WFOE has the right to designate and appoint, at its sole discretion, any entities affiliated with the WFOE to provide any and all service set forth in Section 1 hereof. Without limiting the generality of the foregoing, the WFOE hereby designates and appoints Beijing Hewstone Technology Co., Ltd., Beijing Decision Education & Consulting Co., Ltd., Beijing Smart Wood Software Technology Co., Ltd., Beijing Right Time Technology Co., Ltd., Beijing Joy Tend Technology Co., Ltd., Beijing Magnificence Technology Co., Ltd. and Beijing Top Technology Co., Ltd. and their respective subsidiaries as additional service providers (together with the WFOE, the Service Providers) to provide service set forth in Section 1 hereof.
(b) |
|
Set forth in Schedule 1 to this Amendment is an up-to-date list of the Existing Service Agreements provided by Section 2.3 of the Service Agreement, which shall replace the Schedule 3 to the Service Agreement in its entirety.
2. |
Effectiveness of this Amendment. |
This Amendment shall become effective upon the execution hereof by the Parties.
3. |
No Other Modification of Existing Terms. |
This Amendment shall constitute an integral part of the Service Agreement and shall have the same full force and effect as all other provisions of the Service Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect or constitute a waiver of any of the terms, conditions, obligations, covenants or agreements contained in the Service Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
2
/Execution Version
4. |
Governing Law. |
This Amendment, as an integral part of the Service Agreement, shall be construed in accordance with and governed by the laws of the PRC.
5. |
Languages. |
This Amendment is written in English and Chinese. Both language versions shall have the equal validity. In case of any discrepancy between the English version and the Chinese version, the English version shall prevail.
[ Signature page follows]
3
/Execution Version
IN WITNESS WHEREOF, the Parties have duly executed this Amendment on the date appearing at the head hereof.
Beijing Pioneer Technology Co., Ltd.
Authorized Representative:
Signature: |
/s/ Authorized Representative |
|
Seal: | /s/ Beijing Pioneer Technology Co., Ltd. |
New Oriental Education & Technology Group Co., Ltd.
Authorized Representative:
Signature: |
/s/ Authorized Representative |
|
Seal: | /s/ New Oriental Education & Technology Group Co., Ltd. |
[Signature Page to Amendment No. 2 to Master Exclusive Service Agreement]
/Execution Version
SCHEDULE 1
1
List of Existing Service Agreements
NO. |
Existing Service Agreement |
|||
1 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School | |||
2 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Tianjin New Oriental Training School | |||
3 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Xian Yanta District New Oriental Training School | |||
4 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School | |||
5 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Shenzhen New Oriental Training School | |||
6 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Chongqing New Oriental Training School | |||
7 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Chengdu New Oriental School | |||
8 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Changsha Furong District New Oriental Training School | |||
9 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Taiyuan New Oriental Training School | |||
10 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Changchun New Oriental Training School | |||
11 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Suzhou New Oriental School | |||
12 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Yunnan New Oriental Training School | |||
13 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Lanzhou Chengguan District New Oriental School |
Schedule 1 1
/Execution Version
NO. |
Existing Service Agreement |
|||
14 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Xiamen Siming District New Oriental Education Training School | |||
15 | New Enrollment System Development Service Agreement between Beijing Decision Education & Consulting Co., Ltd. and Jilin New Oriental Training School | |||
16 | Deep Research and Development Service Agreement - Knowledge Management Platform Database System between Beijing Decision Education & Consulting Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School | |||
17 | Deep Research and Development Service Agreement - Knowledge Management Platform Database System between Beijing Decision Education & Consulting Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School | |||
18 | Deep Research and Development Service Agreement - Knowledge Management Platform Database System between Beijing Decision Education & Consulting Co., Ltd. and Tianjin New Oriental Training School | |||
19 | Deep Research and Development Service Agreement - Knowledge Management Platform Database System between Beijing Decision Education & Consulting Co., Ltd. and Changsha Furong District New Oriental Training School | |||
20 | Deep Research and Development Service Agreement - Knowledge Management Platform Database System between Beijing Decision Education & Consulting Co., Ltd. and Hefei New Oriental Foreign Language Training School | |||
21 | Deep Research and Development Service Agreement - iLearn Online Learning Platform between Beijing Decision Education & Consulting Co., Ltd. and Shenzhen New Oriental Training School | |||
22 | Deep Research and Development Service Agreement - iLearn Online Learning Platform between Beijing Decision Education & Consulting Co., Ltd. and Hefei New Oriental Foreign Language Training School | |||
23 | Deep Research and Development Service Agreement - iLearn Online Learning Platform between Beijing Decision Education & Consulting Co., Ltd. and Urumqi New Oriental Training School | |||
24 | Technology Service Agreement Education Call Center Platform Development V1.0 between Beijing Pioneer Technology Company Limited and Changchun New Oriental Training School | |||
25 | Technology Service Agreement New Oriental CRM System Development V1.0 between Beijing Pioneer Technology Company Limited and Zhengzhou New Oriental Training School | |||
26 | Technology Service Agreement New Oriental CRM System Development V1.0 between Beijing Pioneer Technology Company Limited and Suzhou New Oriental School | |||
27 | Technology Service Agreement New Oriental CRM System Development V1.0 between Beijing Pioneer Technology Company Limited and Lanzhou Chengguan District New Oriental School |
Schedule 1 2
/Execution Version
NO. |
Existing Service Agreement |
|||
28 | Technology Service Agreement - Overseas Study Consultation Software V1.0 between Beijing Pioneer Technology Company Limited and Beijing New Oriental Vision Overseas Consultancy Co., Ltd. | |||
29 | Technology Service Agreement Teaching and Research Materials Compiling System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Xian Yanta District New Oriental Training School | |||
30 | Technology Service Agreement Teaching and Research Materials Compiling System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Taiyuan New Oriental Training School | |||
31 | Technology Service Agreement Distance Teacher Development System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Wuhan New Oriental Training School | |||
32 | Technology Service Agreement Book Evaluation and Research and Development System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd. | |||
33 | Technology Service Agreement Diagnostic and Evaluation of Students Learning System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd. | |||
34 | Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School | |||
35 | Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Wuhan New Oriental Training School | |||
36 | Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Xian Yanta District New Oriental Training School | |||
37 | Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Chongqing New Oriental Training School | |||
38 | Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Chengdu New Oriental School | |||
39 | Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Xiangyang New Oriental Training School | |||
40 | Deep Research and Development Service Agreement Paper Intelligent Recombination Platform between Beijing Right Time Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School | |||
41 | Deep Research and Development Service Agreement Teaching Data Analysis Platform between Beijing Right Time Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School |
Schedule 1 3
/Execution Version
NO. |
Existing Service Agreement |
|||
42 | Deep Research and Development Service Agreement Entering Capacity Evaluation Platform between Beijing Right Time Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited | |||
43 | Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School | |||
44 | Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School | |||
45 | Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Wuhan New Oriental Training School | |||
46 | Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Xian Yanta District New Oriental Training School | |||
47 | Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School | |||
48 | Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School | |||
49 | Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School | |||
50 | Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School | |||
51 | Deep Research and Development Service Agreement Smart Office Platform between Beijing Joy Tend Technology Co., Ltd. and Changchun Tongwen Gaokao Training School | |||
52 | Deep Research and Development Service Agreement CMS Website Content Support Platform between Beijing Joy Tend Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd. | |||
53 | Deep Research and Development Service Agreement CMS Website Content Support Platform between Beijing Joy Tend Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited | |||
54 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School | |||
55 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School | |||
56 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Tianjin New Oriental Training School | |||
57 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Chongqing New Oriental Training School |
Schedule 1 4
/Execution Version
NO. |
Existing Service Agreement |
|||
58 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Chengdu New Oriental School | |||
59 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Xiangyang New Oriental Training School | |||
60 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Harbin Nangang District New Oriental Training School | |||
61 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Taiyuan New Oriental Training School | |||
62 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Jinan New Oriental School | |||
63 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Jilin Chuanying District New Oriental Training School | |||
64 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Urumqi New Oriental Training School | |||
65 | Deep Research and Development Service Agreement Operating Support System between Beijing Top Technology Co., Ltd. and Changsha Furong District New Oriental Training School | |||
66 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School | |||
67 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School | |||
68 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School | |||
69 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Guangzhou Fanyu Privately-Funded New Oriental Education Training Center | |||
70 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Guangzhou New Oriental Training School (Yuexiu District) | |||
71 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Wuhan New Oriental Training School | |||
72 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Tianjin New Oriental Training School | |||
73 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Xian Yanta District New Oriental Training School | |||
74 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School |
Schedule 1 5
/Execution Version
NO. |
Existing Service Agreement |
|||
75 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Shenzhen New Oriental Training School | |||
76 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Shenyang New Oriental Foreign Language Training School | |||
77 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Chongqing New Oriental Training School | |||
78 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Chengdu New Oriental School | |||
79 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Harbin Nangang District New Oriental Training School | |||
80 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Changsha Furong District New Oriental Training School | |||
81 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Taiyuan New Oriental Training School | |||
82 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Jinan New Oriental School | |||
83 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Changchun New Oriental Training School | |||
84 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School | |||
85 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Zhengzhou New Oriental Training School | |||
86 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Foshan New Oriental Training School | |||
87 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Suzhou New Oriental School | |||
88 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Shijiazhuang New Oriental School | |||
89 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School | |||
90 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School | |||
91 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Yunnan New Oriental Training School | |||
92 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Anshan New Oriental Training School | |||
93 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Zhuzhou New Oriental Training School | |||
94 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Wuxi New Oriental Advanced Study School | |||
95 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School | |||
96 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Jingzhou New Oriental School | |||
97 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Dalian New Oriental Training School |
Schedule 1 6
/Execution Version
NO. |
Existing Service Agreement |
|||
98 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Ningbo New Oriental School | |||
99 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School | |||
100 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School | |||
101 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Changchun Tongwen Gaokao Training School | |||
102 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd. | |||
103 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd. | |||
104 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd. | |||
105 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Qingdao New Oriental Language Training School | |||
106 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited | |||
107 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Beijing Haidian District Privately-Funded New Oriental School | |||
108 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Shanghai Yangpu District New Oriental Advanced Study School | |||
109 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Guangzhou Haizhu District Privately-Funded New Oriental Training School | |||
110 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Guangzhou Fanyu Privately-Funded New Oriental Education Training Center | |||
111 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Guangzhou New Oriental Training School (Yuexiu District) | |||
112 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Wuhan New Oriental Training School | |||
113 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Tianjin New Oriental Training School | |||
114 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Xian Yanta District New Oriental Training School | |||
115 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Nanjing Gulou New Oriental Advanced Study School |
Schedule 1 7
/Execution Version
NO. |
Existing Service Agreement |
|||
116 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Shenzhen New Oriental Training School | |||
117 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Shenyang New Oriental Foreign Language Training School | |||
118 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Chongqing New Oriental Training School | |||
119 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Chengdu New Oriental School | |||
120 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Harbin Nangang District New Oriental Training School | |||
121 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Changsha Furong District New Oriental Training School | |||
122 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Taiyuan Oriental Training School | |||
123 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Jinan New Oriental School | |||
124 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Changchun New Oriental Training School | |||
125 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Hangzhou New Oriental Advanced Study School | |||
126 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Zhengzhou New Oriental Training School | |||
127 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Foshan New Oriental Training School | |||
128 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Suzhou New Oriental School | |||
129 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Shijiazhuang New Oriental School | |||
130 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Hefei New Oriental Foreign Language Training School | |||
131 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Fuzhou Gulou District New Oriental Training School | |||
132 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Yunnan New Oriental Training School | |||
133 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Anshan New Oriental Training School | |||
134 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Wuxi New Oriental Advanced Study School |
Schedule 1 8
/Execution Version
NO. |
Existing Service Agreement |
|||
135 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Nanchang Donghu District New Oriental Language School | |||
136 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Jingzhou New Oriental School | |||
137 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Dalian New Oriental Training School | |||
138 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Ningbo New Oriental School | |||
139 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Lanzhou Chengguan District New Oriental School | |||
140 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Xiamen Siming District New Oriental Education Training School | |||
141 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Qingdao New Oriental Language Training School | |||
142 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Changchun Tongwen Gaokao Training School | |||
143 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Beijing New Oriental Dogwood Cultural Communications Co., Ltd. | |||
144 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd. | |||
145 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Beijing New Oriental Vision Overseas Consultancy Co., Ltd. | |||
146 | Software Sales Agreement between Beijing Pioneer Technology Company Limited and Shanghai Vision Overseas Service Company Limited | |||
147 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School | |||
148 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School | |||
149 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School | |||
150 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Guangzhou Fanyu Privately-Funded New Oriental Education Training Center | |||
151 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Guangzhou New Oriental Training School (Yuexiu District) |
Schedule 1 9
/Execution Version
NO. |
Existing Service Agreement |
|||
152 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Wuhan New Oriental Training School | |||
153 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Tianjin New Oriental Training School | |||
154 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Xian Yanta District New Oriental Training School | |||
155 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School | |||
156 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Shenzhen New Oriental Training School | |||
157 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Shenyang New Oriental Foreign Language Training School | |||
158 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Chongqing New Oriental Training School | |||
159 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Chengdu New Oriental School | |||
160 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Harbin Nangang District New Oriental Training School | |||
161 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Changsha Furong District New Oriental Training School | |||
162 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Taiyuan New Oriental Training School | |||
163 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Jinan New Oriental School | |||
164 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Changchun New Oriental Training School | |||
165 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School | |||
166 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Zhengzhou New Oriental Training School | |||
167 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Foshan New Oriental Training School | |||
168 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Suzhou New Oriental School | |||
169 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Shijiazhuang New Oriental School | |||
170 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School |
Schedule 1 10
/Execution Version
NO. |
Existing Service Agreement |
|||
171 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School | |||
172 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Yunnan New Oriental Training School | |||
173 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School | |||
174 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Dalian New Oriental Training School | |||
175 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Ningbo New Oriental School | |||
176 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School | |||
177 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School | |||
178 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Qingdao New Oriental Language Training School | |||
179 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Changchun Tongwen Gaokao Training School | |||
180 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Jilin Chuanying District New Oriental Training School | |||
181 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd. | |||
182 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd. | |||
183 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd. | |||
184 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School | |||
185 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School | |||
186 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School | |||
187 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Guangzhou Fanyu Privately-Funded New Oriental Education Training Center |
Schedule 1 11
/Execution Version
NO. |
Existing Service Agreement |
|||
188 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Guangzhou New Oriental Training School (Yuexiu District) | |||
189 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Wuhan New Oriental Training School | |||
190 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Tianjin New Oriental Training School | |||
191 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Xian Yanta District New Oriental Training School | |||
192 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School | |||
193 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Shenzhen New Oriental Training School | |||
194 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Shenyang New Oriental Foreign Language Training School | |||
195 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Chongqing New Oriental Training School | |||
196 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Chengdu New Oriental School | |||
197 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Harbin Nangang District New Oriental Training School | |||
198 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Changsha Furong District New Oriental Training School | |||
199 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Taiyuan New Oriental Training School | |||
200 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Jinan New Oriental School | |||
201 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Changchun New Oriental Training School | |||
202 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School | |||
203 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Zhengzhou New Oriental Training School | |||
204 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Suzhou New Oriental School | |||
205 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Shijiazhuang New Oriental School | |||
206 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School | |||
207 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School | |||
208 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Yunnan New Oriental Training School | |||
209 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School | |||
210 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Dalian New Oriental Training School |
Schedule 1 12
/Execution Version
NO. |
Existing Service Agreement |
|||
211 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Ningbo New Oriental School | |||
212 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School | |||
213 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School | |||
214 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Qingdao New Oriental Language Training School | |||
215 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Changchun Tongwen Gaokao Training School | |||
216 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Jilin Chuanying District New Oriental Training School | |||
217 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Urumqi New Oriental Training School | |||
218 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Shiyan New Oriental Training School | |||
219 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Xiangyang New Oriental Training School | |||
220 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd. | |||
221 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd. | |||
222 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd. | |||
223 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited | |||
224 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School | |||
225 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School | |||
226 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Guangzhou Fanyu Privately-Funded New Oriental Education Training Center | |||
227 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Guangzhou New Oriental Training School (Yuexiu District) | |||
228 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Wuhan New Oriental Training School | |||
229 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Tianjin New Oriental Training School | |||
230 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Xian Yanta District New Oriental Training School |
Schedule 1 13
/Execution Version
NO. |
Existing Service Agreement |
|||
231 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School | |||
232 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Shenzhen New Oriental Training School | |||
233 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Shenyang New Oriental Foreign Language Training School | |||
234 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Chongqing New Oriental Training School | |||
235 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Chengdu New Oriental School | |||
236 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Harbin Nangang District New Oriental Training School | |||
237 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Changsha Furong District New Oriental Training School | |||
238 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Taiyuan New Oriental Training School | |||
239 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Jinan New Oriental School | |||
240 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Changchun New Oriental Training School | |||
241 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School | |||
242 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Zhengzhou New Oriental Training School | |||
243 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Suzhou New Oriental School | |||
244 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Shijiazhuang New Oriental School | |||
245 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School | |||
246 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School | |||
247 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Yunnan New Oriental Training School | |||
248 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Wuxi New Oriental Advanced Study School | |||
249 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School | |||
250 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Dalian New Oriental Training School | |||
251 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Ningbo New Oriental School | |||
252 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School | |||
253 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School |
Schedule 1 14
/Execution Version
NO. |
Existing Service Agreement |
|||
254 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Qingdao New Oriental Language Training School | |||
255 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Changchun Tongwen Gaokao Training School | |||
256 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Jilin Chuanying District New Oriental Training School | |||
257 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Urumqi New Oriental Training School | |||
258 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Shiyan New Oriental Training School | |||
259 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Xiangyang New Oriental Training School | |||
260 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Luoyang New Oriental School | |||
261 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd. | |||
262 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd. | |||
263 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd. | |||
264 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited | |||
265 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School | |||
266 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School | |||
267 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Guangzhou Fanyu Privately-Funded New Oriental Education Training Center | |||
268 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Guangzhou New Oriental Training School (Yuexiu District) | |||
269 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Wuhan New Oriental Training School | |||
270 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Tianjin New Oriental Training School | |||
271 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Xian Yanta District New Oriental Training School | |||
272 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School | |||
273 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Shenzhen New Oriental Training School |
Schedule 1 15
/Execution Version
NO. |
Existing Service Agreement |
|||
274 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Shenyang New Oriental Foreign Language Training School | |||
275 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Chongqing New Oriental Training School | |||
276 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Chengdu New Oriental School | |||
277 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Harbin Nangang District New Oriental Training School | |||
278 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Changsha Furong District New Oriental Training School | |||
279 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Taiyuan New Oriental Training School | |||
280 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Jinan New Oriental School | |||
281 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Changchun New Oriental Training School | |||
282 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School | |||
283 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Zhengzhou New Oriental Training School | |||
284 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Suzhou New Oriental School | |||
285 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Shijiazhuang New Oriental School | |||
286 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School | |||
287 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School | |||
288 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Yunnan New Oriental Training School | |||
289 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Wuxi New Oriental Advanced Study School | |||
290 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School | |||
291 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Dalian New Oriental Training School | |||
292 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Ningbo New Oriental School | |||
293 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School | |||
294 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School | |||
295 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Qingdao New Oriental Language Training School |
Schedule 1 16
/Execution Version
NO. |
Existing Service Agreement |
|||
296 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Changchun Tongwen Gaokao Training School | |||
297 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Jilin Chuanying District New Oriental Training School | |||
298 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Urumqi New Oriental Training School | |||
299 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Shiyan New Oriental Training School | |||
300 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Xiangyang New Oriental Training School | |||
301 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Luoyang New Oriental School | |||
302 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd. | |||
303 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd. | |||
304 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd. | |||
305 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited | |||
306 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School | |||
307 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Guangzhou Haizhu District Privately-Funded New Oriental Training School | |||
308 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Guangzhou Fanyu Privately-Funded New Oriental Education Training Center | |||
309 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Guangzhou New Oriental Training School (Yuexiu District) | |||
310 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Wuhan New Oriental Training School | |||
311 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Tianjin New Oriental Training School | |||
312 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Xian Yanta District New Oriental Training School | |||
313 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School |
Schedule 1 17
/Execution Version
NO. |
Existing Service Agreement |
|||
314 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Shenzhen New Oriental Training School | |||
315 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Shenyang New Oriental Foreign Language Training School | |||
316 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Chongqing New Oriental Training School | |||
317 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Chengdu New Oriental School | |||
318 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Harbin Nangang District New Oriental Training School | |||
319 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Changsha Furong District New Oriental Training School | |||
320 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Taiyuan New Oriental Training School | |||
321 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Jinan New Oriental School | |||
322 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Changchun New Oriental Training School | |||
323 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School | |||
324 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Zhengzhou New Oriental Training School | |||
325 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Suzhou New Oriental School | |||
326 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Shijiazhuang New Oriental School | |||
327 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Hefei New Oriental Foreign Language Training School | |||
328 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School | |||
329 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Yunnan New Oriental Training School | |||
330 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School | |||
331 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Dalian New Oriental Training School | |||
332 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Ningbo New Oriental School |
Schedule 1 18
/Execution Version
NO. |
Existing Service Agreement |
|||
333 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School | |||
334 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School | |||
335 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Qingdao New Oriental Language Training School | |||
336 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Changchun Tongwen Gaokao Training School | |||
337 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Jilin Chuanying District New Oriental Training School | |||
338 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Nanning New Oriental Education Training School | |||
339 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Urumqi New Oriental Training School | |||
340 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Shiyan New Oriental Training School | |||
341 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Xiangyang New Oriental Training School | |||
342 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Luoyang New Oriental School | |||
343 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Wuxi New Oriental Advanced Study School | |||
344 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Beijing New Oriental Dogwood Cultural Communications Co., Ltd. | |||
345 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd. | |||
346 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Beijing New Oriental Vision Overseas Consultancy Co., Ltd. | |||
347 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Shanghai Vision Overseas Service Company Limited | |||
348 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Nanning New Oriental Education Training School | |||
349 | Software Sales Agreement between Beijing Pioneer Technology Co., Ltd. and Nanning New Oriental Education Training School | |||
350 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Nanning New Oriental Education Training School |
Schedule 1 19
/Execution Version
NO. |
Existing Service Agreement |
|||
351 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Nanning New Oriental Education Training School | |||
352 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Nanning New Oriental Education Training School | |||
353 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Nanning New Oriental Education Training School | |||
354 | Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing Shenghe Software Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School | |||
355 | Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing Shenghe Software Technology Co., Ltd. and Nanning New Oriental Education Training School | |||
356 | Deep Research and Development Service Agreement iLearn Online Learning Platform between Beijing Decision Education & Consulting Co., Ltd. and Guangzhou Panyu Privately-Funded New Oriental Education Training Center | |||
357 | Deep Research and Development Service Agreement Knowledge Management Platform Database System between Beijing Decision Education & Consulting Co., Ltd. and Beijing Walkite International Travel Co., Ltd. | |||
358 | Deep Research and Development Service Agreement iLearn Online Learning Platform between Beijing Decision Education & Consulting Co., Ltd. and Beijing Walkite International Travel Co., Ltd. | |||
359 | Technology Service Agreement Education Call Center Platform Development V1.0 between Beijing Pioneer Technology Company Limited and Chengdu New Oriental School | |||
360 | Technology Service Agreement Education Call Center Platform Development V1.0 between Beijing Pioneer Technology Company Limited and Taiyuan New Oriental Training School | |||
361 | Technology Service Agreement Education Call Center Platform Development V1.0 between Beijing Pioneer Technology Company Limited and Jinan New Oriental School | |||
362 | Technology Service Agreement Education Call Center Platform Development V1.0 between Beijing Pioneer Technology Company Limited and Fuyang New Oriental School | |||
363 | Technology Service Agreement New Oriental CRM System Development V1.0 between Beijing Pioneer Technology Company Limited and Hangzhou New Oriental Advanced Study School | |||
364 | Technology Service Agreement Education Call Center Platform Development V1.0 between Beijing Pioneer Technology Company Limited and Luoyang New Oriental School |
Schedule 1 20
/Execution Version
NO. |
Existing Service Agreement |
|||
365 | Technology Service Agreement Education Call Center Platform Development V1.0 between Beijing Pioneer Technology Company Limited and Suzhou New Oriental School | |||
366 | Technology Service Agreement Education Call Center Platform Development V1.0 between Beijing Pioneer Technology Company Limited and Qingdao New Oriental Language Training School | |||
367 | Technology Service Agreement Education Call Center Platform Development V1.0 between Beijing Pioneer Technology Company Limited and Urumqi New Oriental Training School | |||
368 | Technology Service Agreement - Overseas Study Consultation Software V1.0 between Beijing Pioneer Technology Company Limited and Shandong New Oriental Vision Overseas Consultancy Co., Ltd. | |||
369 | Technology Service Agreement Teaching and Research Materials Compiling System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Shanghai Yangpu District New Oriental Advanced Study School | |||
370 | Technology Service Agreement Diagnostic and Evaluation of Students Learning System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Taiyuan New Oriental Training School | |||
371 | Technology Service Agreement Teaching and Research Materials Compiling System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Fuyang New Oriental School | |||
372 | Technology Service Agreement Diagnostic and Evaluation of Students Learning System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School | |||
373 | Technology Service Agreement Teaching and Research Materials Compiling System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Yunnan New Oriental Training School | |||
374 | Technology Service Agreement Teaching and Research Materials Compiling System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School | |||
375 | Technology Service Agreement Teaching and Research Materials Compiling System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Xiamen Siming District New Oriental Education Training School | |||
376 | Technology Service Agreement Diagnostic and Evaluation of Students Learning System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Xuzhou New Oriental Training School | |||
377 | Technology Service Agreement Diagnostic and Evaluation of Students Learning System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Jilin New Oriental Training School |
Schedule 1 21
/Execution Version
NO. |
Existing Service Agreement |
|||
378 | Technology Service Agreement Diagnostic and Evaluation of Students Learning System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Zhenjiang New Oriental Training School | |||
379 | Technology Service Agreement Diagnostic and Evaluation of Students Learning System V1.0 between Beijing Smart Wood Technology Co., Ltd. and Shandong New Oriental Vision Overseas Consultancy Co., Ltd. | |||
380 | Deep Research and Development Service Agreement Teaching Data Analysis Platform between Beijing Right Time Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School | |||
381 | Deep Research and Development Service Agreement Entering Capacity Evaluation Platform between Beijing Right Time Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School | |||
382 | Deep Research and Development Service Agreement Teaching Data Analysis Platform between Beijing Right Time Technology Co., Ltd. and Shijiazhuang New Oriental School | |||
383 | Deep Research and Development Service Agreement Teaching Data Analysis Platform between Beijing Right Time Technology Co., Ltd. and Fuzhou Gulou District New Oriental Training School | |||
384 | Deep Research and Development Service Agreement Teaching Data Analysis Platform between Beijing Right Time Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School | |||
385 | Deep Research and Development Service Agreement CMS Website Content Support Platform between Beijing Joy Tend Technology Co., Ltd. and Nanjing Gulou New Oriental Advanced Study School | |||
386 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Xian Yanta District New Oriental Training School | |||
387 | Deep Research and Development Service Agreement Operating Support System between Beijing Top Technology Co., Ltd. and Changchun New Oriental Training School | |||
388 | Deep Research and Development Service Agreement Intelligent Course Scheduling System between Beijing Top Technology Co., Ltd. and Wuxi New Oriental Advanced Study School | |||
389 | Deep Research and Development Service Agreement Operating Support System between Beijing Top Technology Co., Ltd. and Shandong New Oriental Vision Overseas Consultancy Co., Ltd. |
Schedule 1 22
/Execution Version
NO. |
Existing Service Agreement |
|||
390 | Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing Shenghe Software Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School | |||
391 | Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing Shenghe Software Technology Co., Ltd. and Chongqing New Oriental Training School | |||
392 | Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing Shenghe Software Technology Co., Ltd. and Xiangyang New Oriental Training School | |||
393 | Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing Shenghe Software Technology Co., Ltd. and Jinan New Oriental School | |||
394 | Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing Shenghe Software Technology Co., Ltd. and Zhengzhou New Oriental Training School | |||
395 | Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing Shenghe Software Technology Co., Ltd. and Suzhou New Oriental School | |||
396 | Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing Shenghe Software Technology Co., Ltd. and Nanchang Donghu District New Oriental Language School | |||
397 | Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing Shenghe Software Technology Co., Ltd. and Foshan New Oriental Training School | |||
398 | Deep Research and Development Service Agreement Interactive Test Paper Evaluation Platform between Beijing Shenghe Software Technology Co., Ltd. and Xuzhou New Oriental Training School | |||
399 | Deep Research and Development Service Agreement Preferential Engine System between Beijing Magnificence Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School | |||
400 | Deep Research and Development Service Agreement Education Call System between Beijing Magnificence Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School | |||
401 | Deep Research and Development Service Agreement Preferential Engine System between Beijing Magnificence Technology Co., Ltd. and Wuhan New Oriental Training School | |||
402 | Deep Research and Development Service Agreement Preferential Engine System between Beijing Magnificence Technology Co., Ltd. and Shenzhen New Oriental Training School |
Schedule 1 23
/Execution Version
NO. |
Existing Service Agreement |
|||
403 | Deep Research and Development Service Agreement Preferential Engine System between Beijing Magnificence Technology Co., Ltd. and Harbin Nangang District New Oriental Training School | |||
404 | Deep Research and Development Service Agreement Education Call System between Beijing Magnificence Technology Co., Ltd. and Changsha Furong District New Oriental Training School | |||
405 | Deep Research and Development Service Agreement Preferential Engine System between Beijing Magnificence Technology Co., Ltd. and Changchun New Oriental Training School | |||
406 | Deep Research and Development Service Agreement Education Call System between Beijing Magnificence Technology Co., Ltd. and Hangzhou New Oriental Advanced Study School | |||
407 | Deep Research and Development Service Agreement Preferential Engine System between Beijing Magnificence Technology Co., Ltd. and Fuyang New Oriental School | |||
408 | Deep Research and Development Service Agreement Preferential Engine System between Beijing Magnificence Technology Co., Ltd. and Luoyang New Oriental School | |||
409 | Deep Research and Development Service Agreement Preferential Engine System between Beijing Magnificence Technology Co., Ltd. and Suzhou New Oriental School | |||
410 | Deep Research and Development Service Agreement Preferential Engine System between Beijing Magnificence Technology Co., Ltd. and Lanzhou Chengguan District New Oriental School | |||
411 | Deep Research and Development Service Agreement Education Call System between Beijing Magnificence Technology Co., Ltd. and Wuxi New Oriental Advanced Study School | |||
412 | Deep Research and Development Service Agreement Preferential Engine System between Beijing Magnificence Technology Co., Ltd. and Changchun Tongwen Gaokao Training School | |||
413 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School | |||
414 | Software Sales Agreement between Beijing Magnificence Technology Co., Ltd. and Zhenjiang New Oriental Training School | |||
415 | Software Sales Agreement between Beijing Pioneer Technology Co., Ltd. and Xuzhou New Oriental Training School | |||
416 | Software Sales Agreement between Beijing Pioneer Technology Co., Ltd. and Changchun Tongwen Gaokao Training School | |||
417 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Quanzhou New Oriental Training School | |||
418 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Jilin New Oriental Training School |
Schedule 1 24
/Execution Version
NO. |
Existing Service Agreement |
|||
419 | Software Sales Agreement between Beijing Hewstone Technology Co., Ltd. and Zhenjiang New Oriental Training School | |||
420 | Software Sales Agreement between Beijing Shenghe Software Technology Co., Ltd. and Quanzhou New Oriental Training School | |||
421 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Beijing Haidian District Privately-Funded New Oriental School | |||
422 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Quanzhou New Oriental Training School | |||
423 | Software Sales Agreement between Beijing Top Technology Co., Ltd. and Zhenjiang New Oriental Training School | |||
424 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Quanzhou New Oriental Training School | |||
425 | Software Sales Agreement between Beijing Joy Tend Technology Co., Ltd. and Zhenjiang New Oriental Training School | |||
426 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Quanzhou New Oriental Training School | |||
427 | Software Sales Agreement between Beijing Smart Wood Software Technology Co., Ltd. and Zhenjiang New Oriental Training School |
Schedule 1 25
AMENDMENT NO. 3 TO MASTER EXCLUSIVE SERVICE AGREEMENT
This Amendment No. 3 to Master Exclusive Service Agreement (the Amendment) is entered into as of September 1st, 2021 by and between the following parties:
(1)
Beijing Pioneer Technology Co., Ltd. (the WFOE), a wholly
foreign-owned enterprise registered in Beijing under the laws of the Peoples Republic of China (PRC); and
(2)
New Oriental Education & Technology Group Co., Ltd. (New Oriental China), a domestic company registered in Beijing under the PRC laws.
The WFOE and New Oriental China are hereinafter altogether referred to as the Parties and individually, as a Party. Terms used but not defined herein have
the meaning ascribed to such terms in the Service Agreement (as defined below).
RECITALS
WHEREAS, the WFOE and New Oriental China are parties to the
Master Exclusive Service Agreement dated as of September 19, 2014, the Amendment No. 1 thereto dated as of January 28, 2016 and the Amendment No. 2 thereto dated as of February 16, 2017 (collectively, the Service
Agreement), and the Parties wish to amend the Service Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. Amendment to the Service Agreement.
Set forth in Schedule 1 to this
Amendment in an up-to-date list of New Oriental Schools and Subsidiaries as of the date hereof, which shall replace the Schedule 1 to the Service Agreement in its
entirety. This list may be further updated from time to time by New Oriental China and provided to the WFOE.
2. Effectiveness of this Amendment.
This Amendment shall become effective upon the execution hereof by the Parties.
3. No Other
Modification of Existing Terms.
This Amendment shall constitute an integral part of the Service
Agreement and shall have the same full force and effect as all other provisions of the Service Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect or
constitute a waiver of any of the terms, conditions, obligations, covenants or arrangements contained in the Service Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effects.
4. Governing Law.
This Amendment, as an integral part of the Service Agreement, shall be
construed in accordance with and governed by the laws of the PRC.
5. Languages.
This Amendment is written in English and Chinese. Both language versions shall have the equal validity. In case of any discrepancy between the English version and
the Chinese version, the English version shall prevail.
Signature page follows]
IN WITNESS WHEREOF, the Parties have duly executed this Amendment
on the date appearing at the head hereof.
Beijing Pioneer Technology Co., Ltd.
Authorized Representative:
Signature: /s/ Zhihui Yang
Seal: /s/ Beijing Pioneer Technology Co., Ltd.
New Oriental Education & Technology
Group Co., Ltd.
Authorized Representative:
Signature: /s/ Minhong Yu
Seal: /s/ New Oriental Education & Technology Group Co., Ltd.
SCHEDULE 1
附件1
List of New Oriental Schools and Subsidiaries
新在方举校及子公司清单
Leci
Internet Technology (Beijing) Company Limited
示调冏絡科技(北京)有限公司
Beijing Haidian District Privately- Funded New Oriental School
北京市海浞凶私立新京方挙校
Guangzhou Haizhu District Privately-Funded New Oriental Training School
户州市海珠匡私立新末方培iJI!挙校
Guangzhou New Oriental Training School
户州市新奈方培洲挙校
Guangzhou Panyu District Privately- Funded New Oriental Training Centre
户州市番禺匡私立新京方教育培洲中心
Wuhan New Oriental Training School
武汊新京方培圳挙校
Tianjin New Oriental Training School Co.. Ltd.
天津新奈方培洲挙咬有限公荀
Xian Yanta District New Oriental School
西安市雁塔匡新京方培洲中心
Nanjing Gulou New Oriental Advanced Study School
南京鼓棲新宗方迸修挙校
Shenzhen New Oriental Training School
深圳新京方培圳挙咬
Shenyang New Oriental Foreign Language Training School
沈限新京方外语培圳挙校
Chongqing New Oriental Training School
重戾新奈方培洲挙校
Chengdu New Oriental School
成都新奈方挙校
Xiangyang New Oriental Training School
褒阻新京方培斗 挙校
Haer Bin
Nangang Disctrict New Oriental Training School
哈氷演市南尚氐新奈方培洲挙校
Taiyuan Oriental Training School
太原新京方培洲挙校
Jinan New Oriental School
济南新京方举校
Hangzhou Oriental
Advanced Study School
杭州新京方迸修挙校
Hangzhou New Oriental Education & Consulting Company Limited
杭州新京方教育咨洵有限公司
Changchun Oriental Training School
托春市新茱方培洲挙校
Zhengzhou Oriental Training School
郑州新京方培斗挙校
Foshan New Oriental School
佛山新京方挙校
Suzhou New Oriental
School
芬州新京方挙校
Shijiazhuang
New Oriental School
石家庄新茱方挙校
Hefei New Oriental Foreign Language Training School
合肥新奈方外语培洲挙校
Fuzhou Gulou District New Oriental Training school
福州市鼓棲広新宗方培挙校
Yunnan New Oriental Training School
云南新奈方培洲挙校
Anshan New Oriental Training School
鞍山市新京方培洲挙校
Zhuzhou New Oriental Education and training school Co., Ltd
株洲新京方教育培洲挙校有限喪任公司
Yichang New Oriental School
宜昌市新茱方教育培洲挙校有陳公司
Wuxi New Oriental Advanced Study School
元钅易新京方迸修挙校
Jingzhou New Oriental School
荊州市新奈方培丨挙校
Nanchang Donghu District New Oriental Language School
南昌市京湖匡新京方语言挙校
Dalian New Oriental Training School
大连新宗方培廿挙校
Huangshi New Oriental Training School Co., Ltd.
黃石市新宗方培洲挙校有限公司
Ningbo New Oriental School
字波新京方挙校
Lanzhou Chengguan District New Oriental School
竺州市城芙匹新奈方挙校
Xiamen Siming Disctrict New Oriental Education Training School
廈門市思明篋新京方教育培洲挙校
Qingdao New Oriental Training School Co., Ltd.
青島新末方教育培斗举校有限公司
Nanning New Oriental Education Training School
南字市新奈方教育培圳挙校
Changchun Tongwen Senior High School
托春市新奈方同文高中
Changchun Tongwen Gaokao Training School
枝春市新宗方同文高考培挙校
Nanjing Yuhuatai District New Oriental Kindergarten of Stars
南京市雨花台匡新宗方満天星幼丿园
Xuzhou Oriental Advanced Study School
徐州市新京方迸修挙校
Zhenjiang New
Oriental School
縝江新京方挙校
Luoyang New Oriental School
洛阻新末方挙校
Nantong Chongchuan
District New Oriental School
南通市崇川苞新宗方培洲挙校
Jilin Chuanying District New Oriental School
吉林市船菅匡新京方培訓挙校
Guiyang Yunyan District New Oriental School
黌阻市云岩匡新京方挙校
Inner Mongolia Huhehaote New Oriental School
內蒙古呼和浩特市新京方培圳挙校
Tangshan Lubei District New Oriental School
唐山市路北匡新京方培洲挙校
Urumqi New Oriental Training School Co., Ltd.
与魯木芥新末方培斗丨単校有限公司
Fuyang New Oriental Training School
富限市新奈方培洲挙校
Beijing New Oriental Dogwood Cultural Communications Co., Ltd.
北京新奈方大愚文化侍播有限公司
Beijing New Oriental Dogwood Bookstore, Audio & Video Co., Ltd
北京新京方大愚囹节音像有限公司
Shanghai Dogwood Bookstore & Audio- Visual Products Co., Ltd
上海大愚囹屯音像有限公司
Guangzhou Dogwood Bookstore & Audio-Visual Products Co., Ltd
户州大愚囹弔音像有限公司
Wuhan New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd
武汊新京方大愚囝屯音像有限公司
Xian New Oriental Dogwood Bookstore & Audio-Visual
Products Co., Ltd
西安新京方大愚囹节音像有限公司
Chongqing New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd
重戾新京方大愚囹节音像有限公司
Haerbin New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd
哈尕演新奈方大愚囹节音像経銷有限公司
Changchun New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd
卡吞新京方大愚囹节音像有限公司
Dalian New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd
大连新京方大愚囤节音像有限公司
Lanzhou New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd
竺州新京方大愚囹节音像有限公司
Suzhou New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd
芳州新京方大愚固节音像有限公司
Beijing New Oriental Xuncheng Network Technology Co., Ltd.
北京新京方迅程冏絡科技有限公司
Beijing New Oriental Stars Education & Consulting Co., Ltd
北京新京方潢天星教育咨洵有限公司
Beijing Chaoyang District Kindergarten of Stars
北京市朝阻匡満天星幼丿园
Yangzhou Guangling District New Oriental Kindergarten of Stars
拯州市户陵匡新京方満天星幼丿园
Beijing New Oriental Vision Overseas Consultancy Co, Ltd
北京新奈方前途出囯咨讠句有限公司
Shanghai Vision Overseas Service Company Limited
上海前途出圄留挙服各有限公司
Shandong New Oriental Vision Overseas Consultancy Co., Ltd.
山宗新京方前途出國咨讠句有限公司
Shanxi New Oriental Vision Overseas Consultancy Co., Ltd.
止西新京方前途出囯咨洵有限公司
Fujian New Oriental Vision Overseas Consultancy Co., Ltd
福建新奈方前途出囯咨讠句有限公司 xinjiang New Oriental Vision Overseas Consultancy Co., Ltd.
=新疆新京方前途出固咨洵有限公司 Shiyan New Oriental School
十堰新京方培洲挙校 China Management software Institute 中囯管理軟件挙院 Beijing New Oriental Kuxuehuisi Network Technology Co., Ltd.
北京酷挙慧思两絡科技有限公司 Beijing Dongfangzhuoyong Investment Management Co., Ltd
北京京方卓永投瓷管理有限公司 Qingdao Laoshan District Happy Alice Kindergarten
青島市嶗山匡愛莉斯小哈佛幼丿L园 Qingdao Happy Alice Kindergarten 青島爰莉斯小哈彿幼丿L 园
Qingdao Chengyang District Happy Alice Kindergarten 青舄城阻爰莉斯小哈佛幼丿L 匠 Qingdao Alice Education & Technology Company Limited
青島愛莉斯文教科技有限公司 Beijing New Oriental MEGAWAY Education & Consulting Co., Ltd
北京新京方百挙汜教育咨洵有限公司 Shaanxi New Oriental Vision Overseas Consul tany Co, Ltd
陝西新奈方前途出囯咨洵有限公司 Wenzhou New Oriental School 温州新京方培圳挙校 Quanzhou Fengze District
New Oriental Education Training School 泉州市丰洋匡新京方教育培洲挙校 Tianjin New Oriental Vision Overseas Consultancy Co., Ltd
天津新京方前途出囯咨洵有限公司
Inner Mlongolia New Oriental Vision Overseas Consultancy Co, Ltd 內蒙古新宗方前途出囯咨洵有限公司 Weifang New Oriental Training School 濰坊新宗方培洲挙校 New Oriental Vision Overseas Consulting (U.K.) Limited 新京方前途出囯咨洵有限公司(英固) Qingdao New Oriental Vision Overseas Consultancy Co., Ltd 靑島新奈方前途出圄咨洵有限公司 Shanghai New Oriental Education & Training Company Limited 上海新奈方教育培訓I有限公司 Zhuhai Xiangzhou District New Oriental Training Centre 珠海市香洲匡新宗方教育培汎中心 Yangzhou Guangling District New Oriental Training Centre 拯州市「陵匡新宗方教育培i)I ! 中心 Jinzhou New Oriental Training School 綿州新奈方培洲挙校 Beijing New Oriental Vision Overseas Service Company Limited 北京新京方前途出囯留挙服夯有隈公司 Baoding Jingxiu District New Oriental Training School 保定市兗秀匡新宗方培洲挙校 Beijing DongFangYouBo Network Technology Co., Ltd 北京宗方优播冏絡科技有限公司 Yantai Zhifu District New Oriental Foreign Language Training School 姻台市芝栄凶新京方外语培訓l挙校 Chongqing Yongchuan District New Oriental Training School 重床市永川巨新京方培洲挙校 Taian New Oriental School 泰安新奈方举校 Beijing Bright the future Education & Technology Company Limited 北京布局未耒教育科技有限公司
Beijing Jinghong Software Technology Company Limited 北京樺鴻欽件料技有限公司 Cangzhou Yunhe District New Oriental Education Training School 泠州市运河匡新宗方教育培洲挙校 Qinhuangdao Haigang District New Oriental Training School 秦皇舄市海港邕新京方培訓挙校 Beijing Chaoyang District Taiyanggong Kindergarten of Stars 北京市朝阻匡満天星太阻宮幼丿L 园 Kaifeng Shifan District New Oriental Training School 玕封示范匡新京方培Ul1 挙校有限公司 Zhuhai New Oriental Dogwood Bookstore & Audio-Visual Products Co., Ltd 珠海市新奈方大愚囹屯音像有限公司 Beijing Ainuoshida Education & Technology Co. Ltd 北京爰讠若世迏教育科技有限公司 Zhangzhou Development Zone New Oriental Education Training School 漳州卉友篋新京方教育培iJIl 挙校 Nanyang New Oriental Education Training Co., Ltd 南阻新京方培圳挙校有限公司 Handan Congtai District New Oriental Training School 邯鄆巿丛台篋新宗方培洲挙校 Anyang Beiguan District New Oriental Education Training School 安阻市北美匡新京方教育培洲挙校 Beijing Zhihe Oriental Education Technology Co., Ltd 北京志合京方教育縐技有限公司 New Oriental Vision Overseas Consulting Australia Pty Ltd 新末方前途出固咨洵澳洲有限公司 Ningbo Meishan Bonded Port Area Hexin Oriental Asset Management Co., Ltd 字波梅山保税港匡合信宗方瓷严管理有限公司 Zhongshan Shiqi District New Oriental Education Training School 中山市石岐新宗方教育培洲中心
Zhuhai Zekai software Technology Company Limited 珠海洋凱欽亻牛科技有限公司 Beijing Be-linked Online Education Company Limited 北京比令冏茱方教育科技有限公司 Yinchuan Xingqing District New Oriental School 銀川市兴床図新在方培洲挙校 Hangzhou Shengshen Technology Co., Ltd 杭州晟莘科技有限克任公司 Shaoxing Yuecheng District Xuezhi Education Training School 紹兴市越城匡挙智教育培圳単校 Shaoxing Yuecheng District Didang Xuezhi Education Training School 纪兴市越城匡迪茘挙智教育培斗II挙校 Shaoxing Keqiao District Xuezhi Education Training School 紹兴巿柯梧図挙智教育培圳挙校 Huzhou Xuezhi Education Training School 湖州市挙智教育培洲挙校 Deqing New Oriental Training School 德清吳新京方培洲挙校 Shaoxing Ruisi Education & Consulting Co., Ltd 紹兴钅兑思教育咨讠句有限公司 Shaoxing Shangyu Xuezhi Education Information Consulting Co., Ltd 紹兴上虞挙智教育信息咨讠句有限公司 Shaoxing Keqiao Xuezhi Education & Consulting Co., Ltd 紹兴柯梧挙智教育咨洵有限公司 Huzhou Wenzhai Education & Consulting Co., Ltd 湖州文斎教育咨洵有限公司 Haikou Longhua District New Oriental Training School 海口市尤华包新末方培洲挙校 Jiaozuo Jiefang District WOWGEN Culture School 焦作市解放巨沃根文化挙校
Jiaozuo Shanyang District WOWGEN Culture School 焦作市山陀仄沃根文化挙校 Yancheng New Oriental Training School Co., Ltd 盐城市新京方培iii\挙校有限公司 Lianyungang New Oriental Education Training Co., Ltd 连云港市新京方教育培洲有限公司 Dongguan Dongcheng District New Oriental Training Centre Co., Ltd 奈莞市京城新京方培洲中心有限公司 Steam (Beijing) International Education Consulting Co., Ltd 斯林姆(北京)囯际教育咨洵有限公司 Dongfangzhixue (Beijing) Education & Technology Co., Ltd 京方智挙(北京)教育科技有限公司 Shaoxing Yuecheng District New Oriental Jiefang North Road Training School Co., Ltd 紹兴市越城匡新京方解放北路培洲挙校有限公司 Shaoxing Shangyu Xuezhi Extracurricular Traning School Co., Ltd 紹兴上虞挙智课外培圳挙校有限公司 Shaoxing Yuecheng District New Oriental Jiefang South Road Training School Co., Ltd 紹兴市越城図新奈方解放南路培洲挙校有限公旬 Shaoxing Yuecheng District New Oriental Shengli East Road Training School Co., Ltd 紹兴市越城匡新宗方胜利宗路培圳挙校有限公司 Horgos Dongfangxinchuang equity investment Partnership (Limited Partnership) 霍穴果斯宗方新刨股枚投資合伙企血(有限合伙) Wuhan Be-linked Online Education Co., Ltd 武汊比令冏京方教育科技有限公司 Shaoxing keqiao district dongfang xuezhi training school Co. LTD 紹兴市柯梧匡奈方孛而智培洲挙校有限公司 Yiwu New Oriental xue mo training center Co. LTD 又皂市新奈方挙墨校外教育培iJI l 中心有限公司 Jinhua Wucheng District New Oriental Education Training Center Co., LTD 金华市婺城匡新奈方教育培洲中心有限公司
Shaoxing Keqiao District Shuangshi dongfang Training School Co., LTD 紹兴市柯梧巨汊师奈方培洲挙校有限公司 Hainan New Oriental Education Training Co., LTD 海南新奈方教育培訓有限公司 Beijing Chuangying Oriental Technology Co., LTD 北京釗高係方科技有限公司 Beijing Zhihong Oriental Technology Co., LTD 北京智鴻京方科技有限公司 Hefei New Oriental Enterprise Management Co., LTD 合肥新京方企血管理有限喪任公司 Chengdu New Oriental Education Training School Co., LTD 成都市新京方教育培洲挙校有限公司 Suzhou Hongyi Education Investment Co., LTD 劵州虹邑教育投資有限公司 Suzhou Industrial park District Tianhong City Garden Kindergarten 芬州工血园仅天虹都市花园幼丿L 匠 Suzhou Wuzhong District Shinu huacheng Kindergarten 芬州市吳中尻石湖华城幼丿L园 Suzhou Wujiang District Yinghan Kindergarten 芬州市吳江瓦英瀚幼丿L 园 Suzhou Tianhong Xiangcheng Garden Kindergarten 芬州天虹·香城花因幼丿L 园 Suzhou Wuzhong District Yuehu Mingdi kindergarten 蒭州市吳中図越湖名邸幼几园家 Suzhou Wujiang District Tianhong Liwan Art Kindergarten 芥州市吳江匡天虹雨滘芝木幼丿L 园 Hangzhou Yuhang District Qingshui Bay Kindergarten 杭州市余杭匡清水淹幼丿L 园 Suzhou Industrial park District Tianhong Yongjing Bay Kindergarten 芬州工血园匡天虹雍景海幼丿L园
Nantong Gangzha Distirct Tianhong yongyi Kindergarten
南通市港浦匡天虹永怡幼丿园
Nantong Chongchuan District Huizeyuan Kindergarten
南通市崇川匡惠洋苑幼丿园
Kunshan Qiandeng tianhong Plaine Kindergarten
昆山干灼天虹普萊恩幼丿园
Bengbu Longzihu District Tianhong Hexu Kindergarten
蚌埠市尤子湖匡天虹和煦幼几园
Suzhou Industrial park District Tianhong Shuimo Garden Kindergarten
芳州工血园図天虹水墨花园幼丿园
Suzhou Hongpu Culture Communication Co., LTD
芬州虻普文化亻考播有陸公司
Beijing The Childrens House Education Technology Co, Ltd
北京巧智博仁教育科技有限公司
Beijing Qiao Zhi Bo Ren International Kindergarten Co., Ltd
北京巧智博仁囯际幼丿园有限公司
Beijing Chaoyang District The Childrens House Bilingual Kindergarten
北京市朝陀匡巧智博仁汊语幼几园
Hangzhou The Children s House Education Technology Co., Ltd
杭州巧智博仁科技有限公司
Hangzhou The Childrens House Spring Blossom Kindergarten Co., Ltd.
杭州巧智博仁桃李春风幼丿园有限公司
Guangzhou Liwan District Privately-Funded New Oriental Training Centre Co., Ltd.
户州市荔渣匡私立新宗方教育培洲中心有限公司
Guangzhou New Oriental Education & Consulting Co., Ltd.
「州市新京方教育咨洵有限公司
Guangzhou Tianhe District Privately-Funded New Oriental Training Centre Co., Ltd.
「州市天河匡私立新京方教育培中心有限公司
Mianyang Fucheng District New Oriental School Co., Ltd.
綿阻市涪城倨新京方挙校有限公司
Xinxiang Hongqi District New Oriental Training School Co., Ltd.
新多紅旗苞新京方培洲挙校有限公司
Handan Congtai District New Oriental Training School Co., Ltd.
邯鄣市丛台民新京方教育培洲挙校有限公司
Yinchuan Jinfeng District New Oriental Culture Training Centre Co., Ltd.
銀川市金夙図新左方文化培洲中心有限公司
Qinghai New Oriental Training School Co., Ltd.
青海新奈方教育培洲挙校有限公司
Bengbu Tianhong Guozhen Kindergarten
蚌埠天虹囯被幼丿园
Asia
Pacific Montessori Education Co., Ltd.
泛太平洋蒙特索利教育股份有限公司
Guangzhou Huangpu District Privately-Funded New Oriental Education Training Centre Co.,
Ltd.
户州市黃埔匡私立新宗方教育培洲中心有限公司
Jinzhong Yuci District New Oriental Education Training School Co., Ltd.
普中市榆次匡新京方教育培洲举校有限公司
Suzhou Aizhixin Catering Management Co., Ltd.
芳州愛之倍餐吹管理有限公司
Hangzhou Xiaoshan District New Oriental Training School Co., Ltd.
杭州薰山新京方培洲挙校有限公司
Hangzhou Yuhang District New Oriental Training Centre School Co., Ltd.
杭州市余杭新京方培洲中心挙校有限公司
Wuhan Wuchang District Vision Training School Co., Ltd.
武汊市武昌包前途培洲挙校有限公司
Changshu New Oriental Training School Co., Ltd.
常熟新末方培洲挙校有限公司
Suzhou New Oriental Training School Co., Ltd.
易、州新奈方培洲挙校有限公司
Changsha Kaifu District New Oriental Education Training School Co., Ltd.
卡沙市卉福匡新宗方教育培挙校有限煚任公司
Changsha Furong District New Oriental Education Training School Co., Ltd.
卡沙市芙蓉広新奈方教育培圳挙校有限喪任公司
Changsha Tianxin District New Oriental Education Training School Co., Ltd.
卡沙市天心匡新奈方教育培洲挙校有限奇任公司
Changsha Yuhua District New Oriental Education Training Co., Ltd.
卡沙市雨花匡新京方教育培訓有限責任公司
Changsha Yuelu District New Oriental Education Training Co., Ltd.
板沙市岳麓匡新京方教育:音斗有限喪任公司
Xiamen Haicang District New Oriental Training Centre Co., Ltd.
廈
市海泡匡新奈方培圳中心有限公司
Xiamen Jimei District New Oriental
Extracurricular Training School Co., Ltd.
廈門市集美図新奈方课外培圳挙校有限公司
Hefei New Oriental Training School Co., Ltd.
合肥新京方培訓 挙校有限公司
Zhuji New Oriental Training Co., Ltd.
渚暨新京方培廿有限公司
Baotou Kundulun District New Oriental English Training School Co., Ltd.
包失市昆都令匡新宗方英语培洲挙校有限公司
Beijing Sifenke Education & Consulting Co., Ltd.
北京斯芬克教育咨洵有限公司
Beijing Yiyi Education & Technology Co., Ltd.
北京壹壹教育科技有限公司
Shanghai Sinuo Cultural Communications Co., Ltd.
上海斯浩文化侍播有限公司
Guangzhou Sifenke Education & Consulting Co., Ltd.
户州斯芬涪教育咨讠句有限公司
Shenzhen Sifenke Education & Consulting Co., Ltd.
深圳斯芬克教育咨讠勻有限公司
Nanjing Ainuoshida Education & Technology Co., Ltd
南京爰讠若士迏教育科技有限公司
Hangzhou Sifenke Education & Consulting Co., Ltd.
杭州斯芬涪教育咨洵有琅公司
Chengdu Sifenke Education & Consulting Co., Ltd.
成都斯芬克教育咨洵有限公司
Xian Sifenke Education & Consulting Co., Ltd.
西安斯芬克教育咨洵有限公司
Chongqing Sifenke Education & Consulting Co., Ltd.
重床斯芬克教育咨洵有限公司
Dongguan Nancheng New Oriental Training Centre Co., LTD
宗莞市南城新末方培洲中心有限公司
Nanchang Donghu New Oriental Training School Co., LTD
南昌市京湖迟新京方培圳挙咬有限公司
Jinan New Oriental Training School Co., LTD
济南新奈方培讠川挙校有限公司
Hangzhou Sidimu Education & Technology Co., Ltd
杭州斯迪姆教育科技有限公司
Feixi New Oriental Training School Co., LTD
肥西新京方培訓挙校有限公司
Chengde Shuangqiao District New Oriental Education Training School Co., Ltd
承德市汊梧匡新奈方教育培洲挙校有限公司
Hangzhou Aoyin Jianqun Cultural and Creative Co., Ltd
杭州奧印建群文化刨意有限公司
Huizhou Huicheng District New Oriental Training Centre Co., Ltd
惠州市惠城尻新京方教育培洲中心有限公司
Chongqing New Oriental Education Training School Co., Ltd
重床新京方教育培洲挙校有限公司
Zhenjiang New Oriental Education Training School Co., Ltd
縝江市新奈方教育培洲有限公司
Shaoxing Shangyu District New Oriental Training School Co., Ltd
紹兴市上虞匡新宗方课外培洲举校有限公司
Xiamen Huli District New Oriental Training School Co., Ltd
廈門市湖里篋新京方课外培讠}II挙校有限公司
Nanjing Vision Education Training school Co., Ltd
南京前途课外教育培圳挙校有限公司
Zhengzhou New Oriental Training School Co., Ltd
郑州新京方培洲挙校有限公司
Dongguan Humen District New Oriental Training Centre Co., Ltd
末莞市虎i7 新奈方培洲中心有限公司
Changsha County New Oriental Education Training School Co., LTD
卡沙具新京方教育培洲挙校有限公司
Suzhou Wuzhong District Wuzhong Kitchen Equipment Co., Ltd
芬州市吳中巨吳中廚房没各有限公司
Zhangjiagang New Oriental Training School Co., Ltd
張家港市新宗方培洲挙校有限公司
Suzhou Wujiang District New Oriental Training Centre Co., Ltd
芳、州呆江新奈方培洲中心有限公司
Zhangzhou Xiangcheng District New Oriental Training School Co., Ltd
漳州市多城匡新奈方课外培洲挙校有限公司
Roxinford(Beijing) International Education and Science Co., Ltd
瑞凱兴(北京)囯际教育科技有限公司
Nanjing Qicheng Education & Consulting Co., Ltd
南京启橙教育咨洵有限公司
Nanjing Qicheng Training Centre
南京启橙教育培訓i 中心
Hebi Qibin District New Oriental Training School Co., Ltd
鶴壁市淇漯尻新京方培讠)I| 挙校有限公司
Xuchang Weidu District New Oriental Education Training School Co., LTD
讲昌市魏都巨新京方教育培斗II挙咬有限公司
Zhumadian economic development zone New Oriental Training School
Co., Ltd
g主易店市経济升友乜新奈方培訓挙校有限公司
Xingtai Qiaoxi District New Oriental Training School Co., Ltd
邢台市梧西匡新京方培圳挙校有限公司
Nanjing Steam Training School Co., Ltd
南京斯林姆培斗l l 举校有限公司
Nanjing Zibaoshu Education Training Centre Co., Ltd
南京紫室节
.外教育培洲中心有限公司
Nanjing Lvbaoshu Education Training Centre Co., Ltd
南京緑室屯教育培洲中心有限公司
Nanjing Lanbaoshu Education Training Centre Co., Ltd
南京盔宜节教育培洲中心有限公司
Nanjing Hongbaoshu Education Training Centre Co., Ltd
南京紅主节教育培洲中心有限公司
Suzhou Steam Training Co., Ltd
芳州斯林姆培iJII
有限公司
Wenzhou Lucheng District Wanshun New Oriental Education Training Co., Ltd
温州市鹿城匡万順新京方教育培iJII 有限公司
Wenzhou Lucheng District Xinhe New Oriental Education Training Co., Ltd
温州市鹿城匡信河新京方教育培洲有限公司
Wenzhou Longwan District New Oriental Education Training Co., Ltd
温州吉尤溶新宗方教育培洲有限公司
Wenzhou Lucheng District Tianli New Oriental Education Training Co., Ltd
温州市鹿城匠天利新宗方教育培汕I有限公司
Wenzhou Lucheng District New Oriental Education Training School Co., Ltd
温州市鹿城匡新京方教育培洲挙校有限公司
Wenzhou Ouhai District New Oriental Education Training Co., Ltd
温州市瓿海屆新奈方教育培洲有限公司
Weihai Huancui District New Oriental Training School Co., Ltd
威海市坏翠匡新京方培訓挙校有限公司
Xiamen Tongan District New Oriental Training School Co., Ltd
廈門市同安匡新京方课外培訓挙校有限公司
Yangzhou New Oriental Training Centre Co., Ltd
拯州市新宗方培斗II 中心有限公司
Suzhou Wujiang District Taihuxincheng New Oriental Training Centre Co., Ltd
芬州吳江太湖新城新宗方培 中心有限公司
Hangzhou New Oriental Training School Co., LTD
杭州新京方培讠} 挙校有限公司
Xiangtan New Oriental Education Training School Co., LTD
湘潭新京方教育培圳挙校有限公司
Xiangtan County New Oriental Education Training School Co., LTD
湘潭具新宗方教育培洲挙校有隈公司
Lanzhou New Oriental Training School Co., LTD
竺州新京方培洲挙校有限公司
Taiyuan New Oriental Training School Co., Ltd
太原新京方培
挙校有限公司
Chongqing Wanzhou District New Oriental Education Training School Co., LTD
重灰市万州邑新京方教育培洲挙校有限公司
Taizhou Jiecheng Enterprise Consulting management Co., LTD
泰州市捷成企血咨洵管理有限莞任公司
Taizhou Hailing District Yuanyang Education Training Centre Co. LTD
泰州市海陵匡远洋教育培洲中心有限公司
Taizhou Gaogang District Yuanyang Education Training Centre Co. LTD
泰州市高港匡远阻教育培洲中心有限公司
Taixing Yuanyang Education Training Centre Co. LTD
泰兴市远阻教育培洲中心有限公司
Taizhou Jiaojiang District New Oriental Training School Co., LTD
台州市椒江匡新奈方培圳挙校有限公司
Changzhou Xinbei District New Oriental Education Training Centre Co. LTD
常州市新北匡新奈方教育培洲中心有限公司
Suzhou Bright the future Education & Technology Company
Limited
蒭州布局未未教育科技有限公司
New Oriental Wuyou (Beijing) Education & Consulting Co. LTD
新京方元忧(北京)教育咨讠句有限公司
Huaian New Oriental Education Training Co., Ltd
淮安市新茱方教育培洲有限公司
Suzhou Industrial Park New Oriental Training Centre Co. LTD
芳州工池园匡新京方培洲中心有限公司
Wuxi New Oriental Education Training School Co., Ltd
元蜴市新京方教育培斗ll 挙校有限公司
New Oriental Biandongfang (Beijing) Education Technology Co., LTD
新本方彼岸(北京)教育科技有限公司
New Oriental Wuyou Lezhi (Beijing) Education Technology Co., LTD
新奈方元忧示知(北京)教育科技有限公司
Wuxi Meicun New Oriental Education Training School Co., LTD
元钳市悔村新京方教育培洲単校有限公司
Weifang New Oriental Training School Co., Ltd
濰坊新宗方培洲挙校有限公司
Yixing New Oriental Education Training School Co., Ltd
宜兴市新宗方教育培洲挙校有限公司
Jiaxing Yinling Education Training School
嘉兴市引領教育培圳挙校
Jiaxing Nanhu District New Oriental Extracurricular Training Centre Co., Ltd
嘉兴市南湖広新奈方课外培iJII 中心有限公司
Beijing Qingkui Dongfang Education & Technology Co., LTD
北京青葵奈方教育科技有限公司
Kunshan New Oriental Business & Consulting Co. Ltd
昆山新奈方商夯咨讠句有限公司
Jinan New Oriental Wuyou Education Consulting Service Co. LTD
济南新京方元忧教育咨洵服各有限公司
Dongyang New Oriental Education Training Co., Ltd
宗阻市新京方教育培洲有限公司
Langfang Guangyang District New Oriental Training School Co., Ltd
廊坊市户陌匡新京方培斗ll 挙校有琅公司
Huzhou New Oriental Peiyou Training School Co., Ltd
湖州市新奈方培优培洲挙校有限公司
Suzhou Wuzhong District New Oriental Training Centre Co., Ltd
芬州吳中匡新京方培廿ll 中心有限公司
Suzhou Wujiang District Shengze New Oriental Training Centre Co., Ltd
蒭州市吳汀図盛洋新奈方培洲中心有限公司
Kunshan New Oriental Training Centre Co., Ltd
昆山市新京方培圳中心有限公司
Jiujiang Xunyang District New Oriental Education Training School Co., Ltd
九江市湯阻匡新京方教育培圳挙校有限公司
Wenzhou Lucheng District Shengde New Oriental Education Training Co., Ltd
温州市鹿城氐盛德新京方教育培讠) 有限公司
Wenzhou Lucheng District Jiushan New Oriental Education Training Co., Ltd
温州市鹿城図九山新京方教育培洲有限公司
Wenzhou Lucheng District Daziran New Oriental Education Training Co., Ltd
温州市鹿城匡大自然新京方教育培洲有限公司
Yongjia Oubei Oucheng Education Training School Co., Ltd
永嘉具瓿北甌城教育培廿ll举校有限公司
Yantai Laishan District New Oriental Education Training School Co., Ltd
煨台市茉山匡新宗方教育培廿挙校有限公司
Yantai Development District New Oriental Education Training School Co., Ltd
煨台升友邕新宗方教育培讠)挙校有限公司
Nanjing Zongbaoshu Education Training Centre Co., Ltd
産京棕宜节课外教育培圳中心有限公司
Nanjing Chengbaoshu Education Training Centre Co., Ltd
南京橙室节教育培洲中心有限公司
Nanjing Jubaoshu Education Training Centre Co., Ltd
南京桔宜节教育培洲中心有限公司
New Oriental Wuyou (Nanchang) Education & Management Co. LTD
新京方元忧(南昌)教育管理有琅公司
New Oriental Wuyou (Nanjing) Cultural Development Co. LTD
新奈方元忧(南京)文化岌展有限公司
New Oriental Wuyou (Shanghai) Cultural Development Co. LTD
新奈方元忧(上海)文化友展有限公司
Changsha Yuelu District New Oriental Wuyou Future Education Consulting Co., LTD
卡沙市岳窪匡新京方元忧未釆教育咨讠句有限煚任公司
New Oriental Wuyou (Chongqing) Education Information Consulting Service Co. LTD
新京方元忧(重戾)教育信息咨洵服各有限公司
Guangzhou New Oriental Wuyou Education & Consulting Co. LTD
户州市新京方売忧教育咨洵有限公司
New Oriental Wuyou (Hangzhou) Education Technology Co., LTD
新京方元忧(杭州) 教育科技有限公司
New Oriental Wuyou (Xiamen) Education & Consulting Co. LTD
新末方元忧(廈門)教育咨洵有限公司
New Oriental Wuyou (Huhehaote) Education & Consulting Co. LTD
新京方元忧(呼和浩特)教育咨讠句有限公司
Wuhan New Oriental Wuyou Education Training School Co., Ltd
武汊新奈方元忧培洲挙校有限公司
Harbin Songbei District New Oriental Wuyou Culture Training School Co. LTD
哈示演市松北匡新京方元忧文化培洲挙校有限公荀
New Oriental Wuyou (Changchun) Education & Consulting Co. LTD
新末方元忧(板春)教育咨洵有限公司
Zhengzhou Zhengdongxin District New Oriental WuyouTraining School Co., Ltd.
郑州市郑京新匡新奈方元忧培洲挙校有限公司
Tianjin New Oriental Wuyou Education Training School Co., Ltd.
大津新京方元忧教育培圳挙校有限公司
Shenyang Huanggu District New Oriental Wuyou Lezhi Education
Training School Co., Ltd.
沈阻干皇姑図新奈方元忱示知教育培圳挙校有限公司
New Oriental Wuyou (Shijiazhuang) Education & Consulting Co. LTD
新奈方元忧(石家庄)教育咨洵有限公司
New Oriental Wuyou (Qingdao) Education & Consulting Co. LTD
新京方元忧(音舄)教育咨洵有限公司
Taizhou Hailing District New Oriental Training School Co., Ltd
泰州市海陵匡新京方培洲挙校有限公司
Taizhou Jiangyan District New Oriental Education Training Centre Co., Ltd
泰州市姜堰図新京方教育培訓中心有限公司
Wuxi Huishan District New Oriental Yuexue Training Centre Co., Ltd
元钳市惠山匡新京方悅挙培圳中心有限公司
Yancheng Tinghu District New Oriental Education Training Centre Co., Ltd
盐城市亭湖匡新奈方教育培讠判中心有限公司
Nantong Development District New Oriental Training School Co., Ltd
南通歼岌巨新末方培斗II 挙校有限公司
Nanyang Wancheng District New Oriental Training School Co., Ltd
南陀市宛城匡新京方培洲挙校有限公司
Danyang New Oriental Education Training Co., Ltd
丹阻市新宗方教育培洲有限公司
Chongqing Bright future Education & Technology Company Limited
重戾布局未耒教育科技有限公司
Xian Mantianxing Childcare Service Co., LTD
西安沸天星托育服勞有限公司
Wuhan Oriental Youbo Network Technology Co. LTD
武汊宗方优播两絡科技有限公司
Jiaozuo New Oriental Training School Co., Ltd
焦作新奈方培訓l挙校有限公司
Jiaozuo Jiefang New Oriental Training School Co., Ltd.
焦作解放新宗方培洲挙校有限公司
Hengshui New Oriental Training School Co., Ltd
衡水市新奈方教育培訓I孛校有限公司
Shaoxing Yuecheng District New Oriental Training School Co., Ltd
纪兴市越城図挙智培斗l!挙校有限公司
Kunshan New Oriental Yuexue Training Centre Co., Ltd
昆山市新京方悅挙:::音洲中心有限公司
Suzhou Xiangcheng District New Oriental Education Training Centre Co. LTD
芮州市相城迟新京方教育培訓l 中心有限公司
Taiyuan Xiaodian District New Oriental Training School Co., Ltd
太原市小店匡新京方培圳挙校有限公司
Taiyuan Wanbolin District New Oriental Training School Co., Ltd
太原市万柏林以新奈方培廿li 挙校有限公司
Taiyuan Xinghualing District New Oriental Training School Co., Ltd
太原市杏花呤汊新京方培iJII 举校有隈公荀
Shanghai Vision Eurasian Education Training Co., Ltd
上海前途欬亜教育培iJII有限公司
Yangzhou Guangling District New Oriental Training Centre Co., Ltd
扮州市户陵匡新京方培洲中心有限公司
Ruian District New Oriental Training Centre Co. LTD
瑞安市新京方教育培斗II 有限公司
Yantai Fushan District New Oriental Training School Co., Ltd.
姻台市福山巨新京方教育培洲挙校有限公司
Yantai Mouping District New Oriental Training School Co., Ltd.
姻台市牟平巨新京方教育培洲挙校有限公司
Hefei New Oriental Wuyou Education Information Consulting Service Co. LTD
合肥新末方元忧教育咨洵有限公司
Chengdu New Oriental Wuyou Education Training School Co., Ltd.
成都市新京方元忧教育培廿I I挙校有限公司
Kunming Wuhua District New Oriental Wuyou Education Training School Co., Ltd.
昆明市五华匡新茱方元忧教育培洲挙校有限公司
New Oriental Wuyou(Taiyuan) Education Information Consulting
Service Co. LTD
新奈方元忧(太原)教育咨淌有限公司
Wuxi Xishan District New Oriental Education Training Centre Co. LTD
元暢市鴞山篋宗亭新宗方教育培洲中心有限公司
Nanjing Chengxinchengyi Art Training Centre Co. LTD
南京橙心橙意芝木培洲有限公司
Nanjing Aichengzhang Education Training Centre Co., Ltd
南京愛橙夭教育培iJ Il 中心有限公司
Nanjing Chengken Language Training Centre Co. LTD
南京橙肯语言培洲有限公司
Nanjing Chengjia Education Training Centre Co., Ltd
南京橙佳教育培洲中心有限公司
Nanjing Chengxin Extracurricular Education Training Centre Co., Ltd
南京橙心课外教育培洲中心有限公司
Tangshan Fengrun District New Oriental Training School Co., Ltd
唐山市丰淌匡新京方培圳挙校有限公司
Tangshan Lunan District New Orienta Training School Co., Ltd
唐山市路南匡新培洲挙校有限公司
Changzhou New Oriental Education Technology Co., LTD
常州古新京方教育科技有限公司
Guizhou Guiyang New Oriental Education Technology Co., LTD
奇州省安阻市新实方教育科技有限公司
Guiyang Nanming District New Oriental Training Centre Co., Ltd
痍陀市南明巨新宗方涪祖l 中心有限公司
Sphink (Shanghai) Education Consulting Co., Ltd. Guangzhou Branch
斯芬克(上海)教育科技有限公司
Xianyang New Oriental Training School Co., Ltd.
咸阻新京方培讠Jh 挙校有限公司
Cixi New Oriental Training School Co., Ltd
慈溪新奈方培訓挙校有限公司
Zhoukou Chuanhui District New Oriental Training School Co., Ltd
同口市川汜図新奈方培洲挙校有限公司
Shangqiu New Oriental Training School Co., Ltd
商丘新床方培洲挙校有限公荀
Suzhou Wujiang Zhongying New Oriental Training Center Co., Ltd
芬州吳江1中英新京方培斗II 中心有限公司
Jinxian New Oriental Training School Co., Ltd.
迸贤艮新茱方培洲挙校有限公司
Hangzhou Oversea Language Consulting Co., Ltd.
杭州前途语言咨洵有隈公司
Suzhou Oversea Language Training Co., Ltd
芳州前途语言培洲有限公司
Shanghai Oversea Culture Development Co., Ltd
上海前途文化友展有限公司
Beijing Oversea Language Training School Co., Ltd
北京前途语言培洲挙校有限公司
Wuxi Oversea Language Training Co., Ltd
元甥前途语言培洲有限公司
Shenyang Oversea Education Consulting Co., Ltd
沈舶前途教育咨洵有限公司
Wenzhou Lucheng District Li Fu New Oriental Education and Training Co., Ltd
温州市鹿城匡利府新末方教育培洲有限公司
Nanjing Baibaoshu Education Training Center Co., Ltd
南京白室节教育培洲中心有限公司
NanJing Lishui Youneng Education Training Center Co., Ltd
南京溧水优能教育培斗II 中心有限公司
Xian New Oriental Wuyou Training School Co., Ltd
西安新末方元忧培Ull挙校有限公司
Lanzhou New Oriental Wuyou Education Consulting Co., Ltd
竺州新京方元忧教育咨洵有限公司Dalian New Oriental Wuyou Lezhi Education Consulting Co., Ltd. 连新京方元忧示知教育咨讠句有限公司 訕 Jilin New Oriental Wuyou Education Consulting Co., Ltd. 吉林古新京方元忧教育咨讠句有限公司 Shanghai New Oriental Slim Education Training Co., Ltd. 上海新京方斯林姆教育培iJII 有限公司 Chengdu New Oriental Slim Education Training School Co., Ltd. 成都新京方斯林姆教育培訓l 挙校有限公司 Harbin Nangang District New Oriental Training School Co., Ltd.哈你漯市南尚匡新奈方培洲举校有限公司 Changchun New Oriental Education Training School Co., Ltd. 板春市新京方教育培洲挙校有限公司 Shaanxi New Oriental Xingyuan Training School Co., Ltd. 陝西新宗方行远培圳挙校有限公司 Baoji New Oriental Training School Co., Ltd. 室達市新宗方培圳挙校有限公司 Shenyang Heping District New Oriental Education Training School Co., Ltd. 沈阻市和平匡新京方教育培斗II挙校有限公司 Shenyang Shenhe New Oriental Education and Training School Co., Ltd 沈阻市沈河匡新朱方教育培訓挙校有限喪任公司 Suzhou New Oriental Education Training Center Co., Ltd. 芬州高新匡新京方教育培洲中心有限公司 Taian New Oriental Training School Co. Ltd. 泰安新京方培i)ll 挙校有限公司 Changchun Kuancheng District New Oriental Shangxue Education Training School Co., Ltd 板春市寛城匡新京方尚挙教育培洲挙校有限公苛 Changchun Erdao District New Oriental Lexue Education and Training School Co., Ltd 夭春市二道匡新京方示挙教育培洲挙校有限公旬 Changchun Economic and Technological Development.Zone New Oriental Education and
Training School Co., Ltd 长春经济技术开发区新东方勤学教育培训学校有限公司 Jiangyin New Oriental Education Training Center Co., Ltd. 江阴市新 东方教育培训中心有限公司 Changsha Tianxin District New Oriental Wuyou education Consulting Co., Ltd 长沙市天心区新东方无忧教育咨询有限责任公司 Shijiazhuang New Oriental Training School Co., Ltd. 石家庄新东方培训学校有限公司 Nanning Qingxiu District New Oriental Training School Co., Ltd 南宁市青秀区新东方培训学校有限责任公司 Changchun Nanguan District New Oriental Precision Education Training School Co., Ltd 长春南关区新东方精学教育培训学校有限公司 Xianyang New Oriental Training School Co., Ltd. 咸阳新东方培训学校有限公司 Cixi New Oriental Training School Co., Ltd. 慈溪新东方培训学校有限公司 Zhoukou Chuanhui District New Oriental Training School Co., Ltd. 周口市川汇区新东方培训学校有限公司 Shangqiu New Oriental Training School Co., Ltd. 商丘新东方培训学校有限公司 Suzhou Wujiang Zhongying New Oriental Training Center Co., Ltd. 苏州吴江仲英新东方培训中心有限公司 Jinxian New Oriental Training School Co., Ltd. 进贤县新东方培训学校有限公司 Hangzhou Overseas Language Consulting Co., Ltd. 杭州前途语言咨询有限公司 Suzhou Overseas Language Training Co., Ltd. 苏州前途语言培训有限公司 Shanghai Overseas Culture Development Co., Ltd 上海前途文化发展有限公司
Beijing Overseas Language Training School Co., Ltd. 北京前途语言培训学校有限公司 Wuxi Overseas Language Training Co., Ltd 无锡前途语言培训有限公司 Shenyang Overseas Education Consulting Co., Ltd. 沈阳前途教育咨询有限公司 Wenzhou Lucheng District Li Fu New Oriental Education and Training Co., Ltd 温州市鹿城区利府新 东方教育培训有限公司 Nanjing Baibaoshu Education Training Center Co., Ltd. 南京白宝书教育培训中心有限公司 Nanjing Lishui Youneng Education Training Center Co., Ltd. 南京溧水优能教育培训中心有限公司 Xian New Oriental Wuyou Training School Co., Ltd. 西安新东方无忧培训学校有限公司 Lanzhou New Oriental Wuyou Education Consulting Co., Ltd. 兰州新东方无忧教育咨询有限公司 Dalian New Oriental Wuyou Lezhi Education Consulting Co., Ltd. 大连新东方无忧乐知教育咨询有限公司 Jilin New Oriental Wuyou Education Consulting Co., Ltd. 吉林市新东方无忧教育咨询有限公司 Shanghai New Oriental Steam Education Training Co., Ltd. 上海新东方斯林姆教育培训有限公司 Chengdu New Oriental Steam Education Training School Co., Ltd. 成都新东方斯林姆教育培训学校有限公司 Harbin Nangang District New Oriental Training School Co., Ltd. 哈尔滨市南岗区新 东方培训学校有限公司 Changchun New Oriental Education Training School Co., Ltd. 长春市新东方教育培训学校有限公司 Beijing Sifenke Education Consulting Co., Ltd. Chengdu Branch
Shaanxi New Oriental Xingyuan Training School Co., Ltd. 陕西新东方行远培训学校有限公司 Baoji New Oriental Training School Co., Ltd. 宝鸡市新 东方培训学校有限公司 Shenyang Heping District New Oriental Education Training School Co., Ltd. 沈阳市和平区新东方教育培训学校有限公司 Shenyang Shenhe New Oriental Education and Training School Co., Ltd 沈阳市沈河区新东方教育培训学校有限责任公司 Suzhou New Oriental Education Training Center Co., Ltd. 苏州高新区新 东方教育培训中心有限公司 Taian New Oriental Training School Co., Ltd. 泰安新东方培训学校有限公司 Changchun Kuancheng District New Oriental Shangxue Education Training School Co., Ltd 长春市宽城区新东方尚学教育培训学校有限公司 Changchun Erdao District New Oriental Lexue Education and Training School Co., Ltd 长春市二道区新东方乐学教育培训学校有限公司 Changchun Economic and Technological Development Zone New Oriental Education and Training School Co., Ltd. 长春经济技术开发区新东方勤学教育培训学校有限公司 Jiangyin New Oriental Education Training Center Co., Ltd. 江阴市新 东方教育培训中心有限公司 Changsha Tianxin District New Oriental Wuyou education Consulting Co., Ltd 长沙市天心区新东方无忧教育咨询有限责任公司 Shijiazhuang New Oriental Training School Co., Ltd. 石家庄新 东方培训学校有限公司 Nanning Qingxiu District New Oriental Training School Co., Ltd. 南宁市青秀区新东方培训学校有限责任公司 Changchun Nanguan District New Oriental Precision Education Training School Co., Ltd. 长春南关区新 东方精学教育培训学校有限公司
Exhibit 8.1
List of Subsidiaries and Variable Interest Entities
Name |
Jurisdiction of Incorporation |
Direct Parent Company of the Subsidiary and its Jurisdiction of Incorporation |
||
Subsidiaries: | ||||
Beijing Decision Education & Consulting Co., Ltd. | PRC | Elite Concept Holdings Limited (Hong Kong) | ||
Beijing Hewstone Technology Co., Ltd. | PRC | Elite Concept Holdings Limited (Hong Kong) | ||
Beijing Pioneer Technology Co., Ltd. | PRC | Smart Shine International Limited (Hong Kong) | ||
Beijing Smart Wood Software Technology Co., Ltd. | PRC | Smart Shine International Limited (Hong Kong) | ||
Elite Concept Holdings Limited | Hong Kong | New Oriental Education & Technology Group Inc. (Cayman Islands) | ||
Winner Park Limited | Hong Kong | New Oriental Education & Technology Group Inc. (Cayman Islands) | ||
Smart Shine International Limited | Hong Kong | New Oriental Education & Technology Group Inc. (Cayman Islands) | ||
Koolearn Technology Holding Limited | Cayman | New Oriental Education & Technology Group Inc. (Cayman Islands) | ||
New Oriental Xuncheng Technology (HK) Limited | Hong Kong | Koolearn Technology Holding Limited (Cayman Islands) | ||
Beijing Dexin Dongfang Network Technology Co., Ltd. | PRC | New Oriental Xuncheng Technology (HK) Limited (Hong Kong) | ||
Zhuhai Chongsheng Heli Network Technology Co., Ltd. | PRC | New Oriental Xuncheng Technology (HK) Limited (Hong Kong) | ||
Variable Interest Entities: | ||||
New Oriental Education & Technology Group Co., Ltd.* | PRC | |||
Beijing New Oriental Xuncheng Network Technology Co., Ltd. | PRC |
(1) |
* New Oriental Education & Technology Group Co., Ltd. had a number of subsidiaries and schools in the PRC as of May 31, 2021, including: |
|
113 schools, excluding certain schools that are separate legal entities but have been counted to our learning centers and certain schools that have been counted as the same school in the same city or region from the perspective of our internal management and our kindergartens; and |
|
54 wholly owned subsidiaries that operate New Orientals educational content and other technology development and distributions business, online education business and overseas studies consulting business in China. |
Exhibit 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Chenggang Zhou, certify that:
1. |
I have reviewed this annual report on Form 20-F of New Oriental Education & Technology Group Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. |
The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the company and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) |
Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. |
The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: September 24, 2021
By: |
/s/ Chenggang Zhou |
|
Name: | Chenggang Zhou | |
Title: | Chief Executive Officer |
Exhibit 12.2
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Zhihui Yang, certify that:
1. |
I have reviewed this annual report on Form 20-F of New Oriental Education & Technology Group Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. |
The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the company and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) |
Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. |
The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: September 24, 2021
By: |
/s/ Zhihui Yang |
|
Name: | Zhihui Yang | |
Title: | Chief Financial Officer |
Exhibit 13.1
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of New Oriental Education & Technology Group Inc. (the Company) on Form 20-F for the year ended May 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Chenggang Zhou, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: September 24, 2021
By: |
/s/ Chenggang Zhou |
|
Name: | Chenggang Zhou | |
Title: | Chief Executive Officer |
Exhibit 13.2
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of New Oriental Education & Technology Group Inc. (the Company) on Form 20-F for the year ended May 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Zhihui Yang, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: September 24, 2021
By: |
/s/ Zhihui Yang |
|
Name: | Zhihui Yang | |
Title: | Chief Financial Officer |
Exhibit 15.1
TIAN YUAN LAW FIRM
10/F, CPIC Plaza,
No. 28 FengSheng Hutong,
Xicheng District, Beijing, 100032,
P.R.China
Tel: (8610) 5776-3888;
Fax: (8610) 5776-3777.
Date: September 24, 2021
New Oriental Education & Technology Group Inc.
No. 6 Hai Dian Zhong Street
Haidian District, Beijing
100080, Peoples Republic of China
Ladies and Gentlemen:
We hereby consent to the use of our name under the captions Item 3. Key InformationD. Risk Factors, Item 4. Information on the CompanyB. Business Overview Item 4. Information on the CompanyC Organizational Structure and Item 5. Operating and Financial Review and ProspectsA. Operating ResultsRevenue Recognition and included in New Oriental Education & Technology Group Inc.s annual report on Form 20-F for the fiscal year ended May 31, 2021 (the Annual Report), which will be filed by New Oriental Education & Technology Group Inc. on or after September 24, 2021, with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. We further consent to the incorporation by reference into the Registration Statements on Form S-8 (No. 333-140083, No. 333-172020 and No. 333-222724) and on Form F-3 (No. 333-249642) of New Oriental Education & Technology Group Inc. of the summary of our opinion under the headings Item 3. Key InformationD. Risk Factors, Item 4. Information on the CompanyB. Business Overview Item 4. Information on the CompanyC. Organizational Structure and Item 5. Operating and Financial Review and ProspectsA. Operating ResultsRevenue Recognition. We also consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report.
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Sincerely yours,
/s/ Tian Yuan Law Firm
Exhibit 15.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements No. 333-172020, 333-140083 and 333-222724 on Form S-8 and No. 333-249642 on Form F-3 of our reports dated September 24, 2021, relating to the financial statements of New Oriental Education & Technology Group Inc. and the effectiveness of New Oriental Education & Technology Group Inc.s internal control over financial reporting appearing in this Annual Report on Form 20-F for the year ended May 31, 2021.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Beijing, the Peoples Republic of China
September 24, 2021