[Louis T. Hsieh, President and Chief Financial Officer Tel: +(86 10) 6260-5566 E-mail: louishsieh@xdf.cn Fax: +(86 10) 6260-5511 No. 6 Hai Dian Zhong Street Haidian District, Beijing 100080 People’s Republic of China (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Title of Each Class Name of Exchange on Which Registered * American depositary shares, each representing] [NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. 2006 SHARE INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) “ Affiliate Associate (b) “ (c) “ Assumed (d) “ Award (e) “ Award Agreement (f) “ Board (g) “ 1 Cause (h) “ Change in Control (i) “ (ii) a change in the composition of the Board over a] [Equity Pledge Agreement Agreement This Equity Pledge Agreement (“ Party A: Beijing Hewstone Technology Co., Ltd., with its registration address at Room 311, Building B, No. 3, Danling Street, Haidian District, Beijing; Party B: Beijing Century Friendship Education Investment Co., Ltd., with its registration address at Room 202, B2/F, No. 2 of Haidiandongsan Sreet, Haidian District, Beijing; Party C: Beijing] [Equity Pledge Agreement Agreement This Equity Pledge Agreement (“ Party A: Beijing Decision Education & Consulting Co., Ltd., with its registration address at Room 312, Building B, No. 3 Danling Street, Haidian Street, Beijing; Party B: Beijing Century Friendship Education Investment Co., Ltd., with its registration address at Room 202, B2/F, No. 2 of Haidiandongsan Sreet, Haidian District, Beijing; Party] [Equity Pledge Agreement Agreement This Equity Pledge Agreement (“ Party A: Shanghai Smart Words Software Technology Company Limited, with its registration address at Room 707-2, No. 200, Huiyuan Road, Jiading Industrial Zone, Shanghai; Party B: Beijing Century Friendship Education Investment Co., Ltd., with its registration address at Room 202, B2/F, No. 2 of Haidiandongsan Sreet, Haidian District, Beijing; Party C:] [Equity Pledge Agreement Agreement This Equity Pledge Agreement (“ Party A: Beijing Pioneer Technology Company Limited, with its registration address at Room 315, Building B, No. 3, Danling Street, Haidian District, Beijing; Party B: Beijing Century Friendship Education Investment Co., Ltd., with its registration address at Room 202, B2/F, No. 2 of Haidiandongsan Sreet, Haidian District, Beijing; Party C: Beijing] [Equity Pledge Agreement Agreement This Equity Pledge Agreement (“ Party A: Beijing Wisdom Career Software Technology Co., Ltd., with its registration address at Room 202, Floor B2, No. 2 Haidian East 3 rd Road, Haidian District, Beijing; Party B: Beijing Century Friendship Education Investment Co., Ltd., with its registration address at Room 202, B2/F, No. 2 of Haidiandongsan Sreet, Haidian] [Option Agreement Agreement This Option Agreement (“ Party A: Shanghai Smart Words Software Technology Company Limited, with its registration address at Room 707-2, No. 200, Huiyuan Road, Jiading Industrial Zone, Shanghai; Party B: Beijing Century Friendship Education Investment Co., Ltd., with its registration address at Room 202, B2/F, No. 2 of Haidiandongsan Sreet, Haidian District, Beijing; Party C: Beijing New] [Power of Attorney Beijing Century Friendship Education Investment Co., Ltd Beijing Hewstone Technology Co., Ltd. We, Beijing Century Friendship Education Investment Co., Ltd. April 23, 2012] [Power of Attorney Beijing Century Friendship Education Investment Co., Ltd Beijing Decision Education & Consulting Co., Ltd. We, Beijing Century Friendship Education Investment Co., Ltd. April 23, 2012] [Power of Attorney Beijing Century Friendship Education Investment Co., Ltd Shanghai Smart Words Software Technology Company Limited We, Beijing Century Friendship Education Investment Co., Ltd. April 23, 2012] [Power of Attorney Beijing Century Friendship Education Investment Co., Ltd Beijing Pioneer Technology Company Limited Beijing Pioneer We, Beijing Century Friendship Education Investment Co., Ltd. April 23, 2012] [Power of Attorney Beijing Century Friendship Education Investment Co., Ltd Beijing Wisdom Career Software Technology Co., Ltd. Beijing Wisdom Career We, Beijing Century Friendship Education Investment Co., Ltd. April 23, 2012] [New Enrollment System Development Service Agreement Party A: Beijing Decision Education & Consulting Co., Ltd. Party B: [Name of a school or subsidiary of New Oriental China] (1) WHEREAS, Party A, a wholly owned foreign enterprise duly organized and existing under PRC laws, owns considerable technical capability and abundant business experience in software development and hardware services; and (2) WHEREAS,] [HS Intelligent Learning Progress Management System Development Service Agreement Party A: [Name of a school or subsidiary of New Oriental China] Party B: Beijing Hewstone Technology Co., Ltd. (1) WHEREAS, Party A, a private school in China engaged in providing language training and relevant courses, needs Party B to provide it the development and daily maintenance services of HS Intelligent] [Data-Protected Media Distribution System Development Service Agreement Party A: [Name of a school or subsidiary of New Oriental China] Party B: Beijing Hewstone Technology Co., Ltd. (1) WHEREAS, Party A, a private book sales institution in China engaged in providing quality books, needs Party B to provide the development and daily system maintenance services of data-protected media distribution system; and] [Education Call Center Platform Development Service Agreement Party A: [Name of a school or subsidiary of New Oriental China] Party B: Beijing Pioneer Technology Company Limited (1) WHEREAS, Party A, a private school in China engaged in providing language training and relevant courses, needs Party B to provide the development and daily maintenance services of education call center platform; and] [CRM System Development Service Agreement Party A: [Name of a school or subsidiary of New Oriental China] Party B: Beijing Pioneer Technology Company Limited (1) WHEREAS, Party A, a private school in China engaged in providing language training and relevant courses, needs Party B to provide it the development and daily maintenance services of CRM system; and (2) WHEREAS, Party] [Overseas Study Management System Development Service Agreement Party A: [Name of a school or subsidiary of New Oriental China] Party B: Beijing Pioneer Technology Company Limited (1) WHEREAS, Party B, a wholly owned foreign enterprise duly organized and existing under PRC laws, owns considerable ability in the software development technology and hardware service technology fields, and possesses experience of the] [Multi-dimensional Thesaurus Management System Development Service Agreement Party A: [Name of a school or subsidiary of New Oriental China] Party B: Beijing Pioneer Technology Company Limited (1) WHEREAS, Party A needs Party B to provide it the development and daily maintenance services of the multi-dimensional thesaurus management system; and (2) WHEREAS, Party B, a wholly owned foreign enterprise duly organized] [Students Online Service Platform System Development Service Agreement Party A: [Name of a school or subsidiary of New Oriental China] Party B: Shanghai Smart Words Software Technology Company Limited (1) WHEREAS, Party A, a private school in China engaged in providing language training and relevant courses, needs Party B to provide the development and daily system maintenance services of students] [Courses Search Platform System Development Service Agreement Party A: [Name of a school or subsidiary of New Oriental China] Party B: Shanghai Smart Words Software Technology Company Limited (1) WHEREAS, Party A, a private school in China engaged in providing language training and relevant courses, needs Party B to provide the development and daily system maintenance services of courses search] [Technology Service Agreement— IELTS DPS Learning System V1.0 Party A: [Name of a school or subsidiary of New Oriental China] Party B: Shanghai Smart Words Software Technology Company Limited 1 WHEREAS, Party A, a private school in China engaged in providing language training and relevant courses, needs Party B to provide it the deep development and daily maintenance services of] [Trademark License Agreement Agreement This Trademark License Agreement (“ Party A (“Licensor”): Shanghai Smart Words Software Technology Company Limited Party B (“Licensee”): [Name of a school or subsidiary of New Oriental China] WHEREAS WHEREAS In accordance with the terms and conditions under this Agreement, the Licensor agrees to grant the trademark license to the Licensee, and the Licensee accepts such] [Agreement No: Software Sales Agreement Party A: [Name of a Wholly Owned Subsidiary of New Oriental Education & Technology Group Inc.] Address: [Address of Party A] Zip code: [Zip code of Party A] Contact person: [Contact person of Party A] Tel: [Tel of Party A] Fax: [Fax of Party A] Party B: [Name of a School or Subsidiary of New] [Technology Service Agreement— Teaching and Research Materials Compiling System V1.0 Party A: [Name of a school or subsidiary of New Oriental China] Party B: Beijing Smart Wood Technology Co., Ltd. (1) WHEREAS, Party A, a private school in China engaged in providing language training and relevant courses, needs Party B to provide it the development and daily maintenance services of] [Technology Service Agreement— Distance Teacher Development System V1.0 Party A: [Name of a school or subsidiary of New Oriental China] Party B: Beijing Smart Wood Technology Co., Ltd. (1) WHEREAS, Party A, a private school in China engaged in providing language training and relevant courses, needs Party B to provide it the development and daily maintenance services of Distance Teacher] [Technology Service Agreement— Book Evaluation and Research System V1.0 Party A: [Name of a school or subsidiary of New Oriental China] Party B: Beijing Smart Wood Technology Co., Ltd. (1) WHEREAS, Party A, a company engaged in selling quality books and multi-media products, needs Party B to provide it the development and daily maintenance services of Book Evaluation and Research] [Technology Service Agreement— Diagnostic and Evaluation of Students’ Learning System V1.0 Party A: [Name of a school or subsidiary of New Oriental China] Party B: Beijing Smart Wood Technology Co., Ltd. (1) WHEREAS, Party A, a consulting company engaged in providing consulting services related to overseas study, needs Party B to provide it the development and daily maintenance services of] [List of Subsidiaries Subsidiaries: Jurisdiction of Direct Parent Company of the Subsidiary and its Jurisdiction of Incorporation Beijing Decision Education & Consulting Co., Ltd. PRC Elite Concept Holdings Limited (Hong Kong) Beijing Judgment Education & Consulting Co., Ltd. PRC Winner Park Limited (Hong Kong) Beijing Hewstone Technology Co., Ltd. PRC Elite Concept Holdings Limited (Hong Kong) Beijing Pioneer Technology Co.,] [I, Michael Minhong Yu, 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] [Certification by the Principal Financial Officer I, Louis T. Hsieh, 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,] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Michael Minhong Yu Chief Executive Officer] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Louis T. Hsieh President and Chief Financial Officer] [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. New Oriental Education & Technology Group Inc. No. 6 Hai Dian Zhong Street Haidian District, Beijing 100080 People’s Republic of China Ladies and Gentlemen: Sincerely yours, Tian Yuan Law Firm EX-15.1 35 d378986dex151.htm CONSENT OF TIAN YUAN LAW] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-172020 and 333-140083 on Form S-8 of our reports dated October 12, 2012, relating to the consolidated financial statements and financial statement schedule of New Oriental Education & Technology Group Inc., its subsidiaries, variable interest entity and its schools and subsidiaries]

[Louis T. Hsieh, President and Chief Financial Officer Tel: +(86 10) 6260-5566 E-mail: louishsieh@xdf.cn Fax: +(86 10) 6260-5511 No.6 Hai Dian Zhong Street Haidian District, Beijing 100080 Peoples Republic of China (Name, Telephone, E-mail and/or Facsimile number anddress ofmpanyntact Person) Title of Each Class Name of Exchange on Which Registered] [NEW ORIENTAL EDUCATION& TECHNOLOGY 2006 SHAREENTIVE PLAN Purposes of the Plan 1. Definitions 2.ministrator (a) Affiliatesociate (b) (c)sumed (d) Award (e) Awardreement (f) Board (g) 1use (h) Change inntrol (i) (ii) a change in themposition of the Board over a period of twelve (12)months or less such that a majority of the Board members (rounded] [Equity Pledgereementreement This Equity Pledgereement ( Party A: Beijing Hewstone Technology with its registrationdress at Room 311, Building B, No.3,nling Street, Haidian District, Beijing; Party B: Beijing Century Friendship Education Investment with its registrationdress at Room 202, B2/F, No.2 of Haidiandongsan Sreet, Haidian District, Beijing;] [Equity Pledgereementreement This Equity Pledgereement ( Party A: Beijing Decision Education&nsulting with its registrationdress at Room 312, Building B, No.3nling Street, Haidian Street, Beijing; Party B: Beijing Century Friendship Education Investment with its registrationdress at Room 202, B2/F, No.2 of Haidiandongsan Sreet, Haidian District, Beijing;] [Equity Pledgereementreement This Equity Pledgereement ( Party A: Shanghai Smart Words Software Technologympany Limited, with its registrationdress at Room 707-2, No.200, Huiyuan Road, Jiading Industrial Zone, Shanghai; Party B: Beijing Century Friendship Education Investment with its registrationdress at Room 202, B2/F, No.2 of Haidiandongsan Sreet, Haidian District, Beijing;] [Equity Pledgereementreement This Equity Pledgereement ( Party A: Beijing Pioneer Technologympany Limited, with its registrationdress at Room 315, Building B, No.3,nling Street, Haidian District, Beijing; Party B: Beijing Century Friendship Education Investment with its registrationdress at Room 202, B2/F, No.2 of Haidiandongsan Sreet, Haidian District, Beijing;] [Equity Pledgereementreement This Equity Pledgereement ( Party A: Beijing Wisdomreer Software Technology with its registrationdress at Room 202, Floor B2, No.2 Haidian East 3 rd Road, Haidian District, Beijing; Party B: Beijing Century Friendship Education Investment with its registrationdress at Room 202, B2/F, No.2 of Haidiandongsan Sreet, Haidian District, Beijing;] [Optionreementreement This Optionreement ( Party A: Shanghai Smart Words Software Technologympany Limited, with its registrationdress at Room 707-2, No.200, Huiyuan Road, Jiading Industrial Zone, Shanghai; Party B: Beijing Century Friendship Education Investment with its registrationdress at Room 202, B2/F, No.2 of Haidiandongsan Sreet, Haidian District, Beijing;] [Power of Attorney Beijing Century Friendship Education Investment Beijing Hewstone Technology We, Beijing Century Friendship Education Investment April23, 2012 d378986dex413.htm 9 EX-4.13] [Power of Attorney Beijing Century Friendship Education Investment Beijing Decision Education&nsulting We, Beijing Century Friendship Education Investment April23, 2012 d378986dex414.htm 10 EX-4.14] [Power of Attorney Beijing Century Friendship Education Investment Shanghai Smart Words Software Technologympany Limited We, Beijing Century Friendship Education Investment April23, 2012 d378986dex415.htm 11 EX-4.15] [Power of Attorney Beijing Century Friendship Education Investment Beijing Pioneer Technologympany Limited Beijing Pioneer We, Beijing Century Friendship Education Investment April23, 2012 d378986dex416.htm 12 EX-4.16] [Power of Attorney Beijing Century Friendship Education Investment Beijing Wisdomreer Software Technology Beijing Wisdomreer We, Beijing Century Friendship Education Investment April23, 2012 d378986dex417.htm 13 EX-4.17] [New Enrollment System Development Servicereement Party A: Beijing Decision Education&nsulting Party B: [Name of ahool or subsidiary of New Oriental China] (1) WHEREAS, Party A, a wholly owned foreign enterprise duly organized and existing under laws, ownsnsiderable technicalpability andundant business experience in software development and hardware services; and] [HS Intelligent Learning Progress Management System Development Servicereement Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Hewstone Technology (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the development andily maintenance services of HS Intelligent Learning Progress] [Data-Protected Media Distribution System Development Servicereement Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Hewstone Technology (1) WHEREAS, Party A, a private bookles institution in China engaged in providing quality books, needs Party B to provide the development andily system maintenance services ofta-protected media distribution system; and] [Educationll Center Platform Development Servicereement Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Pioneer Technologympany Limited (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide the development andily maintenance services of educationll center platform; and] [CRM System Development Servicereement Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Pioneer Technologympany Limited (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the development andily maintenance services of CRM system; and] [Overseas Study Management System Development Servicereement Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Pioneer Technologympany Limited (1) WHEREAS, Party B, a wholly owned foreign enterprise duly organized and existing under laws, ownsnsiderableility in the software development technology and hardware service technology fields, and possesses experience of the businesssociated] [Multi-dimensional Thesaurus Management System Development Servicereement Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Pioneer Technologympany Limited (1) WHEREAS, Party A needs Party B to provide it the development andily maintenance services of the multi-dimensional thesaurus management system; and (2) WHEREAS, Party B, a wholly owned foreign enterprise duly] [Students Online Service Platform System Development Servicereement Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Shanghai Smart Words Software Technologympany Limited (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide the development andily system maintenance services of students online] [Courses Search Platform System Development Servicereement Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Shanghai Smart Words Software Technologympany Limited (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide the development andily system maintenance services ofurses search platform system;] [Technology Servicereement IELTS DPS Learning System V1.0 Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Shanghai Smart Words Software Technologympany Limited 1 WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the deep development andily maintenance services of IELTS] [Trademark Licensereementreement This Trademark Licensereement ( Party A (Licensor): Shanghai Smart Words Software Technologympany Limited Party B (Licensee): [Name of ahool or subsidiary of New Oriental China] WHEREAS WHEREAS In accordance with the terms andnditions under thisreement, the Licensorrees to grant the trademark license to the Licensee, and the Licensee accepts such license. Therefore, the] [Agreement No: Softwarelesreement Party A: [Name of a Wholly Owned Subsidiary of New Oriental Education& Technology]dress: [Address of Party A] Zipde: [Zipde of Party A]ntact person: [Contact person of Party A] Tel: [Tel of Party A] Fax: [Fax of Party A] Party B: [Name of ahool or Subsidiary of New Oriental China]] [Technology Servicereement Teaching and Research Materialsmpiling System V1.0 Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Smart Wood Technology (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the development andily maintenance services of Teaching and Research] [Technology Servicereement Distance Teacher Development System V1.0 Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Smart Wood Technology (1) WHEREAS, Party A, a privatehool in China engaged in providing language training and relevanturses, needs Party B to provide it the development andily maintenance services of Distance Teacher Development System] [Technology Servicereement Book Evaluation and Research System V1.0 Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Smart Wood Technology (1) WHEREAS, Party A, ampany engaged in selling quality books and multi-media products, needs Party B to provide it the development andily maintenance services of Book Evaluation and Research System] [Technology Servicereement Diagnostic and Evaluation of Students Learning System V1.0 Party A: [Name of ahool or subsidiary of New Oriental China] Party B: Beijing Smart Wood Technology (1) WHEREAS, Party A, ansultingmpany engaged in providingnsulting services related to overseas study, needs Party B to provide it the development andily maintenance services of Diagnostic and Evaluation] [List of Subsidiaries Subsidiaries: Jurisdictionof Direct Parentmpany of the Subsidiary and its Jurisdiction oforporation Beijing Decision Education&nsulting Elitencepts Limited (Hong Kong) Beijing Judgment Education&nsulting Winner Park Limited (Hong Kong) Beijing Hewstone Technology Elitencepts Limited (Hong Kong)] [I, Michael Minhong Yu, certify that: 1. I have reviewed this annual report on Form 20-F of New Oriental Education& Technology; 2. Based on my knowledge, this report does notntain 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] [Certification by the Principal Financial Officer I, Louis T. Hsieh, certify that: 1. I have reviewed this annual report on Form 20-F of New Oriental Education& Technology; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [(1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Michael Minhong Yu Chief Executive Officer d378986dex131.htm 33 EX-13.1] [Certification by the Principal Financial Officer (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Louis T. Hsieh President and Chief Financial Officer d378986dex132.htm 34 EX-13.2] [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. New Oriental Education& Technology No.6 Hai Dian Zhong Street Haidian District, Beijing 100080 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, Tian Yuan Law FirmNSENT OF TIAN YUAN LAW FIRM] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in the Registration Statements No.333-172020 and 333-140083 on FormS-8 of our reportsted October12, 2012, relating to thensolidated financial statements and financial statementhedule of New Oriental Education & Technology its subsidiaries, variable interest entity and itshools and subsidiaries (collectively, the), and the effectiveness of]