[INTRODUCTION 1 3 PART I 4 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 ITEM 3. KEY INFORMATION 4 ITEM 4. INFORMATION ON THE COMPANY 33 ITEM 4A. UNRESOLVED STAFF COMMENTS 58 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 58 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 82 ITEM] [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 Haidian East 3rd Sreet, Haidian District, Beijing; Party] [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 of 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 Haidian East 3rd Sreet, Haidian] [Equity Pledge Agreement Agreement This Equity Pledge Agreement (“ 707-2, Party A: Shanghai Smart Words Software Technology Company Limited, with its registration address at Room Party B: Beijing Century Friendship Education Investment Co., Ltd., with its registration address at Room 202, B2/F, No. 2 of Haidian East 3rd Sreet, Haidian District, Beijing; Party C: Beijing New Oriental Education & Technology] [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 Haidian East 3rd Sreet, Haidian District, Beijing; Party] [Equity Pledge Agreement Agreement This Equity Pledge Agreement (“ Party A: Beijing Smart Wood Software Technology Co., Ltd., with its registration address at 8/F, No. 6 of Haidianzhong 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 Haidian East 3rd Sreet, Haidian District, Beijing; Party] [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 People’s Republic of] [List of Subsidiaries and Variable Interest Entities Subsidiaries: Jurisdiction of Direct Parent Company of the Subsidiary and its Jurisdiction of 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] [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 EX-13.1 11 d747504dex131.htm EX-13.1] [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 EX-13.2 12 d747504dex132.htm 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 Group Inc. No. 6 Hai Dian Zhong Street Haidian District, Beijing 100080 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-15.1 13 d747504dex151.htm EX-15.1] [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 September 26, 2014, 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]