[INTRODUCTION 1 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 34 ITEM 4A. UNRESOLVED STAFF COMMENTS 65 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 66 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 93 ITEM] [AMENDMENT NO. 1 TO MASTER EXCLUSIVE SERVICE AGREEMENT Amendment This Amendment No. 1 to Master Exclusive Service Agreement (the “ (1) WFOE PRC Beijing Pioneer Technology Co., Ltd. (the “ (2) New Oriental China New Oriental Education & Technology (Group) Co., Ltd. (“ Parties Party The WFOE and New Oriental China are hereinafter altogether referred to as the “ RECITALS] [NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. 2016 SHARE INCENTIVE PLAN (As adopted by the resolutions of the board of directors of the Company dated January 19, 2016) Purposes of the Plan 1. Definitions 2. “Administrator (a) Affiliate Associate (b) “ (c) “ Assumed (d) “ Award (e) “ Award Agreement (f) “ Board (g) “ Cause (h) “ Change] [List of Subsidiaries and Variable Interest Entities Subsidiaries: Jurisdiction of Incorporation 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] [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] [Certification by the Principal Financial Officer 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] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 7 d198239dex131.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 8 d198239dex132.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 9 d198239dex151.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 27, 2016, relating to the consolidated financial statements and financial statement schedule of New Oriental Education & Technology Group Inc., its subsidiaries, variable interest entities and their schools and subsidiaries]