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What changed in New Oriental Education & Technology Group Inc.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of New Oriental Education & Technology Group Inc.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+671 added−658 removedSource: 20-F (2025-09-25) vs 20-F (2024-09-25)

Top changes in New Oriental Education & Technology Group Inc.'s 2025 20-F

671 paragraphs added · 658 removed · 537 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

211 edited+51 added−50 removed629 unchanged
Biggest changeGAAP. 10 Table of Contents For the Years Ended May 31, ( in thousands of US$ except share and per share data) 2020 2021 2022 2023 2024 Selected Consolidated Statement of Operations Data: Net revenues: Net service revenues 3,529,650 4,230,638 3,050,022 2,544,729 3,500,998 Net product revenues 49,032 45,901 55,224 453,031 812,588 Total net revenues 3,578,682 4,276,539 3,105,246 2,997,760 4,313,586 Operating cost and expenses: (1) Cost of revenues (1,588,899 ) (2,036,875 ) (1,754,291 ) (1,409,438 ) (2,050,960 ) Selling and marketing (445,259 ) (600,778 ) (466,895 ) (444,693 ) (660,586 ) General and administrative (1,145,521 ) (1,489,826 ) (1,866,573 ) (953,583 ) (1,251,615 ) Impairment loss on intangible assets and goodwill — (31,794 ) — — — Selected Consolidated Statement of Operations Data: Total operating cost and expenses (3,179,679 ) (4,159,273 ) (4,087,759 ) (2,807,714 ) (3,963,161 ) Operating income/(loss) 399,003 117,266 (982,513 ) 190,046 350,425 Other income/(expense): Interest income 116,117 141,511 123,542 114,453 153,589 Interest expense (4,627 ) (6,747 ) (4,050 ) (707 ) (298 ) Realized gain from long-term investments 407 3,535 22,004 767 185 Impairment loss from long-term investments (31,750 ) (40,207 ) (129,350 ) (8,056 ) (30,007 ) (Loss)/gain from fair value change of investments (18,451 ) (3,824 ) (14,933 ) (860 ) 19,025 Loss on deconsolidation of subsidiaries — — (79,609 ) — — Miscellaneous (loss)/income, net 27,137 103,443 32,411 12,888 922 Provision for income taxes: Current (142,992 ) (127,313 ) (44,378 ) (97,594 ) (130,927 ) Deferred 8,630 43,725 (91,934 ) 31,528 21,237 Provision for income taxes (134,362 ) (83,588 ) (136,312 ) (66,066 ) (109,690 ) (Loss)/Gain from equity method investments 1,385 (1,368 ) (51,466 ) (7,102 ) (58,933 ) Net income/(loss) 354,859 230,021 (1,220,276 ) 235,363 325,218 Less: Net (loss)/income attributable to non-controlling interests (58,474 ) (104,393 ) (32,555 ) 58,022 15,627 Net income/(loss) attributable to New Oriental Education & Technology Group Inc.’s shareholders 413,333 334,414 (1,187,721 ) 177,341 309,591 -Basic 0.26 0.20 (0.70 ) 0.11 0.19 -Diluted 0.26 0.20 (0.70 ) 0.10 0.18 Weighted average shares used in calculating basic net income/(loss) per common share (3) 1,584,295,760 1,645,463,440 1,696,419,232 1,678,264,547 1,653,597,432 Weighted average shares used in calculating diluted net income/(loss) per common share (3) 1,595,368,900 1,651,982,384 1,696,419,232 1,685,631,987 1,669,499,952 (1) Share-based compensation expenses are included in our operating cost and expenses as follows: For the Years Ended May 31, 2020 2021 2022 2023 2024 (in thousands of US$) Cost of revenues 2,224 6,698 (131 ) 2,749 19,967 Selling and marketing 4,227 6,922 (2,437 ) 5,750 26,052 General and administrative 55,606 55,260 135,536 81,289 76,439 Total 62,057 68,880 132,968 89,788 122,458 11 Table of Contents (2) Each ADS represents ten common shares.
Biggest changeGAAP. 10 Table of Contents For the Years Ended May 31, ( in thousands of US$ except share and per share data) 2021 2022 2023 2024 2025 Selected Consolidated Statement of Operations Data: Net revenues: Net service revenues 4,230,638 3,050,022 2,544,729 3,500,998 4,334,071 Net product revenues 45,901 55,224 453,031 812,588 566,191 Total net revenues 4,276,539 3,105,246 2,997,760 4,313,586 4,900,262 Operating cost and expenses: (1) Cost of revenues (2,036,875 ) (1,754,291 ) (1,409,438 ) (2,050,960 ) (2,183,291 ) Selling and marketing (600,778 ) (466,895 ) (444,693 ) (660,586 ) (783,959 ) General and administrative (1,489,826 ) (1,866,573 ) (953,583 ) (1,251,615 ) (1,444,463 ) Impairment loss on intangible assets and goodwill (31,794 ) — — — (60,299 ) Selected Consolidated Statement of Operations Data: Total operating cost and expenses (4,159,273 ) (4,087,759 ) (2,807,714 ) (3,963,161 ) (4,472,012 ) Operating income/(loss) 117,266 (982,513 ) 190,046 350,425 428,250 Other income/(expense): Interest income 141,511 123,542 114,453 153,589 119,605 Interest expense (6,747 ) (4,050 ) (707 ) (298 ) (311 ) Realized gain from long-term investments 3,535 22,004 767 185 422 Impairment loss from long-term investments (40,207 ) (129,350 ) (8,056 ) (30,007 ) (5,215 ) Loss from fair value change of long-term investments (3,824 ) (14,933 ) (860 ) 19,025 (10,078 ) Loss on deconsolidation of subsidiaries — (79,609 ) — — — Miscellaneous income, net 103,443 32,411 12,888 922 3,711 Provision for income taxes: Current (127,313 ) (44,378 ) (97,594 ) (130,927 ) (175,612 ) Deferred 43,725 (91,934 ) 31,528 21,237 29,317 Provision for income taxes (83,588 ) (136,312 ) (66,066 ) (109,690 ) (146,294 ) Loss from equity method investments (1,368 ) (51,466 ) (7,102 ) (58,933 ) (14,257 ) Net income/(loss) 230,021 (1,220,276 ) 235,363 325,218 375,833 Less: Net (loss)/income attributable to non-controlling interests (104,393 ) (32,555 ) 58,022 15,627 4,117 Net income/(loss) attributable to New Oriental Education & Technology Group Inc.’s shareholders 334,414 (1,187,721 ) 177,341 309,591 371,716 -Basic 0.20 (0.70 ) 0.11 0.19 0.23 -Diluted 0.20 (0.70 ) 0.10 0.18 0.23 Weighted average shares used in calculating basic net income/(loss) per common share 1,645,463,440 1,696,419,232 1,678,264,547 1,653,597,432 1,619,727,518 Weighted average shares used in calculating diluted net income/(loss) per common share 1,651,982,384 1,696,419,232 1,685,631,987 1,669,499,952 1,631,137,164 (1) Share-based compensation expenses are included in our operating cost and expenses as follows: 11 Table of Contents For the Years Ended May 31, 2021 2022 2023 2024 2025 (in thousands of US$) Cost of revenues 6,698 (131 ) 2,749 19,967 (1,261 ) Selling and marketing 6,922 (2,437 ) 5,750 26,052 4,658 General and administrative 55,260 135,536 81,289 76,439 56,536 Total 68,880 132,968 89,788 122,458 59,933 (2) Each ADS represents ten common shares.
We are therefore considered the primary beneficiary of these entities, whose financial results are consolidated in New Oriental Education & Technology Group Co., Inc.’s consolidated financial statements under the U.S. GAAP for accounting purposes. For a description of these contractual arrangements, see “Item 4. Information on the Company—C.
We are therefore considered the primary beneficiary of these entities, whose financial results are consolidated in New Oriental Education & Technology Group Co., Inc.’s consolidated financial statements under the U.S. GAAP for accounting purposes. For a description of these contractual arrangements, see “Item 4. Information on the Company—C.
In the event that the provision of digital academic educational resources through our intelligent learning systems and devices is deemed as after-school tutoring activities, the academic educational resources provided by our intelligent learning systems and devices to K-9 students shall comply with all regulations related to academic after-school tutoring, including, among others, the Alleviating Burden Opinion.
In the event that the provision of digital academic educational resources through our intelligent learning systems and devices is deemed as after-school tutoring activities, the academic educational resources provided by our intelligent learning systems and devices to K-9 students shall comply with all regulations related to academic after-school tutoring, including, among others, the Alleviating Burden Opinion.
Our PRC operating entities of the intelligent learning systems and devices may then be deemed as Academic AST Institutions, and these entities will be prohibited from being controlled by us as the Alleviating Burden Opinion prohibits foreign ownership in Academic AST Institutions, including through contractual arrangements.
Our PRC operating entities of the intelligent learning systems and devices may then be deemed as Academic AST Institutions, and these entities will be prohibited from being controlled by us as the Alleviating Burden Opinion prohibits foreign ownership in Academic AST Institutions, including through contractual arrangements.
The Overseas Listing Trial Measures became effective on March 31, 2023. Pursuant to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information.
The Overseas Listing Trial Measures became effective on March 31, 2023. Pursuant to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information.
According to the Circular of Overseas Listing and Offering, issuers that have already been listed in an overseas market by March 31, 2023, such as our company, are not required to make any immediate filing.
According to the Circular of Overseas Listing and Offering, issuers that have already been listed in an overseas market by March 31, 2023, such as our company, are not required to make any immediate filing.
On February 17, 2023, the CSRC promulgated the Circular of the People’s Republic of China on Administrative Arrangements for Filing of Overseas Offering and Listing of Domestic Enterprises, or the Circular of Overseas Listing and Offering, and the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies and five relevant guidelines, or the Overseas Listing Trial Measures.
On February 17, 2023, the CSRC promulgated the Circular of the People’s Republic of China on Administrative Arrangements for Filing of Overseas Offering and Listing of Domestic Enterprises, or the Circular of Overseas Listing and Offering, and the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies and five relevant guidelines, or the Overseas Listing Trial Measures.
The Overseas Listing Trial Measures became effective on March 31, 2023. Pursuant to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information.
The Overseas Listing Trial Measures became effective on March 31, 2023. Pursuant to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information.
According to the Circular of Overseas Listing and Offering, issuers that have already been listed in an overseas market by March 31, 2023, such as our company, are not required to make any immediate filing.
According to the Circular of Overseas Listing and Offering, issuers that have already been listed in an overseas market by March 31, 2023, such as our company, are not required to make any immediate filing.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
However, if any disputes arise between any of our senior executives or key personnel and us, it may be difficult to successfully pursue legal actions against these individuals. We rely on livestreamers to host livestreaming sessions. We may not be able to attract new celebrity livestreamers or retain our existing celebrity livestreamers, which may adversely affect our livestreaming e-commerce business.
However, if any disputes arise between any of our senior executives or key personnel and us, it may be difficult to successfully pursue legal actions against these individuals. We rely on livestreamers to host livestreaming sessions. We may not be able to attract new livestreamers or retain our existing livestreamers, which may adversely affect our livestreaming e-commerce business.
See “—Risks Related to Doing Business in China—The interpretation and implementation of the Foreign Investment Law are subject to changes and it remains uncertain as to how it may impact the viability of our current corporate structure, corporate governance, business, financial condition and results of operations.” We have been further advised by our PRC legal counsel that if we and/or any of our PRC subsidiaries or consolidated affiliated entities are found to be in violation of any existing or future PRC laws or regulations or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the Ministry of Education, which regulates the education industry, would have wide discretion within their scope of authority in dealing with such violations, including: • 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 the 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.
See “—Risks Related to Doing Business in China—The interpretation and implementation of the Foreign Investment Law are subject to changes and it remains uncertain as to how it may impact the viability of our current corporate structure, corporate governance, business, financial condition and results of operations.” We have been further advised by our PRC legal counsel that if we and/or any of our PRC subsidiaries or consolidated affiliated entities are found to be in violation of any existing or future PRC laws or regulations or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the Ministry of Education, which regulates the education industry, would have wide discretion within their scope of authority in dealing with such violations, including: • 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; 41 Table of Contents • discontinuing or restricting the operations of any related-party transactions among our PRC subsidiaries and the 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.
Other Subsidiaries Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities Eliminations Consolidated Total US$ (In thousands) Third-party net revenues — 4,790 28,740 4,280,056 — 4,313,586 Inter-company revenues — 7,792 349,233 1,270 (358,295 ) — Total operating cost and expenses (101,276 ) (13,460 ) (264,345 ) (3,944,745 ) 360,665 (3,963,161 ) Income/(loss) from subsidiaries and VIEs 538,168 454,874 253,793 — (1,246,835 ) — Other income, net 46,212 99,623 91,491 45,622 (139,532 ) 143,416 Income/(loss) before income taxes and loss from equity method investments 483,104 553,619 458,912 382,203 (1,383,997 ) 493,841 Provision for income taxes — (5,369 ) (4,318 ) (100,003 ) — (109,690 ) (Loss)/income from equity method investments (20,724 ) (10,082 ) 280 (28,407 ) — (58,933 ) Net income/(loss) 462,380 538,168 454,874 253,793 (1,383,997 ) 325,218 12 Table of Contents For the Year Ended May 31, 2023 New Oriental Education & Technology Group Inc.
Other Subsidiaries Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities Eliminations Consolidated Total US$ (In thousands) Third-party net revenues — 4,790 28,740 4,280,056 — 4,313,586 Inter-company revenues — 7,792 349,233 1,270 (358,295 ) — Total operating cost and expenses (101,276 ) (13,460 ) (264,345 ) (3,944,745 ) 360,665 (3,963,161 ) Income/(loss) from subsidiaries and VIEs 538,168 454,874 253,793 — (1,246,835 ) — Other income, net 46,212 99,623 91,491 45,622 (139,532 ) 143,416 Income/(loss) before income taxes and loss from equity method investments 483,104 553,619 458,912 382,203 (1,383,997 ) 493,841 Provision for income taxes — (5,369 ) (4,318 ) (100,003 ) — (109,690 ) (Loss)/income from equity method investments (20,724 ) (10,082 ) 280 (28,407 ) — (58,933 ) Net income/(loss) 462,380 538,168 454,874 253,793 (1,383,997 ) 325,218 For the Year Ended May 31, 2023 New Oriental Education & Technology Group Inc.
As of the date of this annual report, the Draft Amendment to PRC Cybersecurity Law was released for public comment only, and its respective provisions and anticipated adoption or effective date may be subject to change with substantial uncertainty.
As of the date of this annual report, the Second Draft Amendment to PRC Cybersecurity Law was released for public comment only, and its respective provisions and anticipated adoption or effective date may be subject to change with substantial uncertainty.
Risk Factors—Risks Related to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” on page 57 for details • Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
Risk Factors—Risks Related to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” on page 58 for details • Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
A non-U.S. corporation, such as our company, will be a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes for any taxable year if either, (1) 75% or more of its gross income for such year consists of certain types of “passive” income or (2) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”).
A non-U.S. corporation, such as our company, will be a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes for any taxable year if either, (1) 75% or more of its gross income for such year consists of certain types of “passive” income or (2) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce passive income or are held for the production of passive income.
The market price of our ADSs and our common shares is likely to be highly volatile and subject to wide fluctuations in response to factors such as: • 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 competitor companies, • announcements by us or our competitors of material acquisitions, strategic partnerships, joint ventures or capital commitments, • addition or departure of our executive officers or key personnel, • detrimental negative publicity about us, our competitors or our industries, • regulatory investigation or other governmental proceedings against us, 59 Table of Contents • substantial sales or perception of sales of our ADSs and common shares in the public market, and • general economic, regulatory or political conditions in China and the U.S.
The market price of our ADSs and our common shares is likely to be highly volatile and subject to wide fluctuations in response to factors such as: • 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 competitor companies, • announcements by us or our competitors of material acquisitions, strategic partnerships, joint ventures or capital commitments, • addition or departure of our executive officers or key personnel, • detrimental negative publicity about us, our competitors or our industries, • regulatory investigation or other governmental proceedings against us, • substantial sales or perception of sales of our ADSs and common shares in the public market, and • general economic, regulatory or political conditions in China and the U.S.
Organizational Structure—Contractual Arrangements with New Oriental China, Its Schools and Subsidiaries and Its Shareholder.” 38 Table of Contents In addition, foreign ownership in entities provided value-added telecommunication services, with a few exceptions, is subject to restrictions under the current PRC laws and regulations. Specifically, foreign ownership of an internet information service provider may not exceed 50%.
Organizational Structure—Contractual Arrangements with New Oriental China, Its Schools and Subsidiaries and Its Shareholder.” 39 Table of Contents In addition, foreign ownership in entities provided value-added telecommunication services, with a few exceptions, is subject to restrictions under the current PRC laws and regulations. Specifically, foreign ownership of an internet information service provider may not exceed 50%.
However, given the potential changes in the interpretation and application of existing PRC laws and regulations, we may be required to obtain the Internet Culture Operation License for business operations in the future. 56 Table of Contents We cannot assure that the competent PRC government authorities will not subsequently take a contrary view, especially in light of new regulatory developments.
However, given the potential changes in the interpretation and application of existing PRC laws and regulations, we may be required to obtain the Internet Culture Operation License for business operations in the future. 57 Table of Contents We cannot assure that the competent PRC government authorities will not subsequently take a contrary view, especially in light of new regulatory developments.
Risk Factors—Risks Related to Doing Business in China—The approval of and filings with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings or how long they might take” on pages 51 and 52 for details. • The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
Risk Factors—Risks Related to Doing Business in China—The approval of and filings with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings or how long they might take” on page 52 for details. • The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
Risk Factors—Risks Related to Our Business—Failure to comply with governmental regulation and other legal obligations concerning privacy, data protection and cybersecurity may subject us to penalties, damage our reputation and brand, and may materially and adversely affect our business, as we routinely collect, store and use data during our business,” and based on the advice of our PRC legal counsel, Tian Yuan Law Firm, we believe our PRC subsidiaries and the consolidated affiliated entities have obtained the requisite licenses and permits from the PRC government authorities for the business operations in China, including, among others, the private school operation permits, value-added telecommunications business operation licenses for internet information services, or ICP licenses, value-added telecommunications business operation license for electronic data interchange, or EDI license, Food Operation Licenses, Permits for Operating Publications, Commercial Performance Permit, Travel Agency Operation Permits, Healthcare License.
Risk Factors—Risks Related to Our Business—Failure to comply with governmental regulation and other legal obligations concerning privacy, data protection, cybersecurity and artificial intelligence may subject us to penalties, damage our reputation and brand, and may materially and adversely affect our business, as we routinely collect, store and use data during our business,” and based on the advice of our PRC legal counsel, Tian Yuan Law Firm, we believe our PRC subsidiaries and the consolidated affiliated entities have obtained the requisite licenses and permits from the PRC government authorities for the business operations in China, including, among others, the private school operation permits, value-added telecommunications business operation licenses for internet information services, or ICP licenses, value-added telecommunications business operation license for electronic data interchange, or EDI license, Food Operation Licenses, Permits for Operating Publications, Online Publishing License, Commercial Performance Permit, Travel Agency Operation Permits, and Healthcare License.
The Alleviating Burden Opinion contains high-level directives about requirements and restrictions related to after-school tutoring services. The trading price of our ADSs and common shares declined sharply before and after the Alleviating Burden Opinion was issued. After we announced the departure of Mr. Yuhui Dong, a celebrity livestreamer, and sale of Time with Yuhui (Beijing) Technology Ltd to Mr.
The Alleviating Burden Opinion contains high-level directives about requirements and restrictions related to after-school tutoring services. The trading price of our ADSs and common shares declined sharply before and after the Alleviating Burden Opinion was issued. After we announced the departure of Mr. Yuhui Dong, a popular livestreamer, and sale of Time with Yuhui (Beijing) Technology Ltd to Mr.
In addition, on March 15, 2021, the State Administration for Market Regulation promulgated Online Trading Supervision and Management Measures, which took effect from May 1, 2021 and became an important departmental regulation for the implementation of the E-commerce Law. We have adopted a series of measures to comply with such requires under the E-Commerce Law.
In addition, on March 15, 2021, the State Administration for Market Regulation promulgated Online Trading Supervision and Management Measures, which took effect from May 1, 2021 and became an important departmental regulation for the implementation of the E-commerce Law. We have adopted a series of measures to comply with such requirements under the E-Commerce Law.
Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including: • investors’ perception of, and demand for, securities of educational service providers, and private label products and livestreaming e-commerce platforms; • 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.
Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including: • investors’ perception of, and demand for, securities of educational service providers, and private label products and livestreaming e-commerce platforms; • 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; 35 Table of Contents • 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.
Risk Factors—Risks Related to Our Business—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” on page 22 for details. • 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.
Risk Factors—Risks Related to Our Business—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” on page 23 for details. • 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.
See “—If the PRC government finds that the agreements that establish the structure for operating some of our China business do not comply with applicable PRC laws and regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” In addition, under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities.
See “—If the PRC government finds that the agreements that establish the structure for operating some of our China business do not comply with applicable PRC laws and regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” 44 Table of Contents In addition, under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities.
Risk Factors—Risks Related to Our Corporate Structure—Our ability to enforce the equity pledge agreements between us and the shareholders of the variable interest entities may be subject to limitations based on PRC laws and regulations” on page 42 for details. • The controlling shareholder of Century Friendship, which is the sole shareholder of New Oriental China, may have potential conflicts of interest with us, and if any such conflicts of interest are not resolved in our favor, our business may be materially and adversely affected.
Risk Factors—Risks Related to Our Corporate Structure—Our ability to enforce the equity pledge agreements between us and the shareholders of the variable interest entities may be subject to limitations based on PRC laws and regulations” on pages 42 and 43 for details. • The controlling shareholder of Century Friendship, which is the sole shareholder of New Oriental China, may have potential conflicts of interest with us, and if any such conflicts of interest are not resolved in our favor, our business may be materially and adversely affected.
For instance, in fiscal year 2022, East Buy (formerly known as Koolearn) established an e-commerce platform under the brand name East Buy ( 东方甄选 ) for the sale of agricultural and other products through livestreaming activities. East Buy has made notable progress in its sale of private label products and livestreaming e-commerce business in fiscal year 2023 and 2024.
For instance, in fiscal year 2022, East Buy (formerly known as Koolearn) established an e-commerce platform under the brand name East Buy ( 东方甄选 ) for the sale of agricultural and other products through livestreaming activities. East Buy has made notable progress in its sale of private label products and livestreaming e-commerce business in fiscal years 2023, 2024 and 2025.
The selected consolidated statement of operations data for the fiscal years ended May 31, 2022, 2023 and 2024 and the consolidated balance sheet data as of May 31, 2023 and 2024 have been derived from our audited consolidated financial statements, which are included in this annual report beginning on page F-1.
The selected consolidated statement of operations data for the fiscal years ended May 31, 2023, 2024 and 2025 and the consolidated balance sheet data as of May 31, 2024 and 2025 have been derived from our audited consolidated financial statements, which are included in this annual report beginning on page F-1.
Organizational Structure—Contractual Arrangements with New Oriental China, Its Schools and Subsidiaries and Its Shareholder” and “—Contractual Arrangements with Beijing Xuncheng, Its Subsidiaries and Shareholders.” 4 Table of Contents The following chart illustrates our company’s organizational structure, including our significant subsidiaries and VIEs as of May 31, 2024: Equity interest for companies. Sponsorship interest for schools.
Organizational Structure—Contractual Arrangements with New Oriental China, Its Schools and Subsidiaries and Its Shareholder” and “—Contractual Arrangements with Beijing Xuncheng, Its Subsidiaries and Shareholders.” 4 Table of Contents The following chart illustrates our company’s organizational structure, including our significant subsidiaries and VIEs as of May 31, 2025: Equity interest for companies. Sponsorship interest for schools.
In particular, since their inception in January 2024, the livestreaming accounts operated under the brand name “Time with Yuhui,” a brand name associated with Mr. Yuhui Dong, a celebrity livestreamer, have gained great popularity and attracted a wide range of consumers. In July 2024, Beijing Xuncheng, Mr.
In particular, since their inception in January 2024, the livestreaming accounts operated under the brand name “Time with Yuhui,” a brand name associated with Mr. Yuhui Dong, a popular livestreamer, have gained great popularity and attracted a wide range of consumers. In July 2024, Beijing Xuncheng, Mr.
The selected consolidated statement of operations data for the fiscal years ended May 31, 2020 and 2021 and the selected consolidated balance sheet data as of May 31, 2020, 2021 and 2022 have been derived from our audited consolidated financial statements for the fiscal years ended May 31, 2020, 2021 and 2022, which are not included in this annual report.
The selected consolidated statement of operations data for the fiscal years ended May 31, 2021 and 2022 and the selected consolidated balance sheet data as of May 31, 2021, 2022 and 2023 have been derived from our audited consolidated financial statements for the fiscal years ended May 31, 2021, 2022 and 2023, which are not included in this annual report.
We cannot assure you that our celebrity livestreamers will be able to retain their popularity, or our other livestreamers will be able to increase their popularity, or we are able to attract new celebrity livestreamers or retain our existing celebrity livestreamers. Any failure to do so will materially and adversely affect our business, prospects, financial performance and results of operations.
We cannot assure you that our livestreamers will be able to retain their popularity, or our livestreamers will be able to increase their popularity, or we are able to attract new livestreamers or retain our existing livestreamers. Any failure to do so will materially and adversely affect our business, prospects, financial performance and results of operations.
Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements for our operations in China, which is not as effective in providing operational control as direct ownership” on pages 41 and 42 for details. • Our ability to enforce the equity pledge agreements between us and the shareholders of the variable interest entities may be subject to limitations based on PRC laws and regulations.
Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements for our operations in China, which is not as effective in providing operational control as direct ownership” on page 42 for details. • Our ability to enforce the equity pledge agreements between us and the shareholders of the variable interest entities may be subject to limitations based on PRC laws and regulations.
We derived a significant portion of our total net revenues for the fiscal year ended May 31, 2024 from our operations in Beijing, Hangzhou, Guangzhou and Nanjing, and we expect these cities to continue to constitute important sources of our revenues.
We derived a significant portion of our total net revenues for the fiscal year ended May 31, 2025 from our operations in Beijing, Hangzhou, Guangzhou and Nanjing, and we expect these cities to continue to constitute important sources of our revenues.
Although our management concluded, and our independent registered public accounting firm reported, that we maintained effective internal control over financial reporting as of May 31, 2024, we cannot assure you that we will maintain effective internal control over financial reporting on an ongoing basis.
Although our management concluded, and our independent registered public accounting firm reported, that we maintained effective internal control over financial reporting as of May 31, 2025, we cannot assure you that we will maintain effective internal control over financial reporting on an ongoing basis.
Risk Factors—Risks Related to Our ADSs and Common Shares—We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange” on page 59 for details. • 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 ADSs.
Risk Factors—Risks Related to Our ADSs and Common Shares—We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange” on pages 59 and 60 for details. • 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 ADSs.
Our operating margin turned positive for the fiscal year ended May 31, 2023 and continued to improve for the fiscal year ended May 31, 2024. However, there is no assurance that we will be able to maintain or improve our operating margin in the future.
Our operating margin turned positive for the fiscal year ended May 31, 2023 and continued to improve for the fiscal years ended May 31, 2024 and 2025. However, there is no assurance that we will be able to maintain or improve our operating margin in the future.
Risk Factors—Risks Related to Our ADSs and Common Shares—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 ADSs” on pages 59 and 60 for details. • If securities or industry analysts publish negative reports about our business, the price and trading volume of our common shares and ADSs securities could decline.
Risk Factors—Risks Related to Our ADSs and Common Shares—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 ADSs” on page 60 for details. • If securities or industry analysts publish negative reports about our business, the price and trading volume of our common shares and ADSs securities could decline.
Business Overview—Regulation—Regulations on Private Education—Regulations on After-School Tutoring” for more details. 21 Table of Contents Our business, financial condition, results of operations and prospect have been, and may continue to be, materially and adversely affected by the actions we have taken to date to be in compliance with the Alleviating Burden Opinion and its implementation measures.
Business Overview—Regulation—Regulations on Private Education—Regulations on After-School Tutoring” for more details. Our business, financial condition, results of operations and prospect have been, and may continue to be, materially and adversely affected by the actions we have taken to date to be in compliance with the Alleviating Burden Opinion and its implementation measures.
Under such circumstances, we may be requested to unwind the contractual arrangements with respect to the operating entities of intelligent learning systems and devices. 40 Table of Contents It is uncertain whether any new PRC laws, rules or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide.
Under such circumstances, we may be requested to unwind the contractual arrangements with respect to the operating entities of intelligent learning systems and devices. It is uncertain whether any new PRC laws, rules or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide.
Under our memorandum and articles of association, the minimum notice period required to convene an annual general meeting is 21 days, and any other general meeting shall be called by at least 14 days’ notice as long as our shares remain listed on the Hong Kong Stock Exchange, or otherwise at least seven business days’ notice.
Under our third amended and restated memorandum and articles of association, the minimum notice period required to convene an annual general meeting is 21 days, and any other general meeting shall be called by at least 14 days’ notice as long as our shares remain listed on the Hong Kong Stock Exchange, or otherwise at least seven business days’ notice.
Such circular further specifies that in the event of any inconsistency between the previous regulations and this circular, this circular shall prevail. See also “Item 4. Information on the Company—B. Business Overview—Regulation.” 45 Table of Contents We expect that PRC laws and regulations may continue to limit our use of proceeds from offshore offerings.
Such circular further specifies that in the event of any inconsistency between the previous regulations and this circular, this circular shall prevail. See also “Item 4. Information on the Company—B. Business Overview—Regulation.” We expect that PRC laws and regulations may continue to limit our use of proceeds from offshore offerings.
The contribution of kindergartens has been immaterial to our business; we derived less than 1% of our total net revenues from our kindergartens for each of the fiscal years ended May 31, 2022, 2023 and 2024.
The contribution of kindergartens has been immaterial to our business; we derived less than 1% of our total net revenues from our kindergartens for each of the fiscal years ended May 31, 2023, 2024 and 2025.
Therefore, investors of our company and our business face potential uncertainty from actions taken by the PRC government affecting our business. 48 Table of Contents The interpretation and implementation of the Foreign Investment Law are subject to changes and it remains uncertain as to how it may impact the viability of our current corporate structure, corporate governance, business, financial condition and results of operations.
Therefore, investors of our company and our business face potential uncertainty from actions taken by the PRC government affecting our business. The interpretation and implementation of the Foreign Investment Law are subject to changes and it remains uncertain as to how it may impact the viability of our current corporate structure, corporate governance, business, financial condition and results of operations.
Federal Income Taxation —Passive Foreign Investment Company Rules” concerning the U.S. federal income tax consequences if we are or become classified as a PFIC. 62 Table of Contents The different characteristics of the capital markets in Hong Kong and the U.S. may negatively affect the trading prices of our common shares and ADSs in different ways.
Federal Income Taxation —Passive Foreign Investment Company Rules” concerning the U.S. federal income tax consequences if we are or become classified as a PFIC. The different characteristics of the capital markets in Hong Kong and the U.S. may negatively affect the trading prices of our common shares and ADSs in different ways.
For the years ended May 31, 2020 and 2021, the number of shares used in calculating basic and diluted net income per common share have been retrospectively adjusted to reflect the ADS ratio change from one ADS representing one common share to one ADS representing ten common shares, which became effective on April 8, 2022.
For the year ended May 31, 2021, the number of shares used in calculating basic and diluted net income per common share have been retrospectively adjusted to reflect the ADS ratio change from one ADS representing one common share to one ADS representing ten common shares, which became effective on April 8, 2022.
Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Summary of Risk Factors Investing in our ADSs and/or common shares involves significant risks. You should carefully consider all of the information in this annual report before making an investment in our ADSs and/or common shares.
Capitalization and Indebtedness Not applicable. 16 Table of Contents C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Summary of Risk Factors Investing in our ADSs and/or common shares involves significant risks. You should carefully consider all of the information in this annual report before making an investment in our ADSs and/or common shares.
Shortages of qualified teachers and/or staff or decreases in the quality of our instruction or service, whether actual or perceived, in one or more of our markets may have a material and adverse effect on our business. Our historical financial and operating results are not indicative of our future performance; and our financial and operating results are difficult to forecast.
Shortages of qualified teachers and/or staff or decreases in the quality of our instruction or service, whether actual or perceived, in one or more of our markets may have a material and adverse effect on our business. 23 Table of Contents Our historical financial and operating results are not indicative of our future performance; and our financial and operating results are difficult to forecast.
The following list summarizes some, but not all, of these risks. 16 Table of Contents Risks Related to Our Business • The cessation of the K-9 Academic AST Services in compliance with regulatory developments has materially and adversely affected, and may continue to materially and adversely affect, our business, financial condition, results of operations and prospect.
The following list summarizes some, but not all, of these risks. Risks Related to Our Business • The cessation of the K-9 Academic AST Services in compliance with regulatory developments has materially and adversely affected, and may continue to materially and adversely affect, our business, financial condition, results of operations and prospect.
We rely on livestreamers to host livestreaming sessions through various livestreaming accounts. The success of our livestreaming e-commerce business is influenced by the popularity of the livestreamers. Livestreamers with more fans are able to reach a wider audience when they promote the products and direct more potential consumers to purchase such products.
We rely on livestreamers to host livestreaming sessions through various livestreaming accounts. The success of our livestreaming e-commerce business is influenced by the popularity of the livestreamers. Popular livestreamers are able to reach a wider audience when they promote the products and direct more potential consumers to purchase such products.
Failure to effectively and efficiently manage changes of our existing business and new business may materially and adversely affect our ability to capitalize on new business opportunities” on pages 19 and 20 for details. • If we fail to successfully execute our business strategies, our business and prospects may be materially and adversely affected. See “Item 3. Key Information—D.
Failure to effectively and efficiently manage changes of our existing business and new business may materially and adversely affect our ability to capitalize on new business opportunities” on page 20 for details. • If we fail to successfully execute our business strategies, our business and prospects may be materially and adversely affected. See “Item 3. Key Information—D.
Any failure to fulfil the obligations in respect of deferred revenue may have an adverse impact on our results of operations and liquidity. We are subject to fair value change for long-term investments and short-term investments and uncertainty due to the use of unobservable inputs.
Any failure to fulfil the obligations in respect of deferred revenue may have an adverse impact on our results of operations and liquidity. 28 Table of Contents We are subject to fair value change for long-term investments and short-term investments and uncertainty due to the use of unobservable inputs.
In addition, any litigation in China may be time-consuming and may result in substantial costs and diversion of resources and management attention from the operation of our business. 47 Table of Contents The PRC government’s oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs and common shares.
In addition, any litigation in China may be time-consuming and may result in substantial costs and diversion of resources and management attention from the operation of our business. The PRC government’s oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs and common shares.
Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities. Increases in labor costs and enforcement of labor laws and regulations in the PRC may adversely affect our business, profitability and results of operations.
Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities. 52 Table of Contents Increases in labor costs and enforcement of labor laws and regulations in the PRC may adversely affect our business, profitability and results of operations.
Risk Factors—Risks Related to Doing Business in China—The PRC government’s oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs and common shares” on page 48. 18 Table of Contents • The approval of and filings with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings or how long they might take.
Risk Factors—Risks Related to Doing Business in China—The PRC government’s oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs and common shares” on page pages 48 and 49. • The approval of and filings with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings or how long they might take.
For the fiscal years ended May 31, 2022, 2023 and 2024, New Oriental Education & Technology Group Inc. provided loans of US$330.4 million, US$50.0 million and nil to our intermediate holding companies and subsidiaries, respectively. For the details of the financial position, cash flows and results of operation of the consolidated VIEs, please refer to the “Item 3. Key information—A.
For the fiscal years ended May 31, 2023, 2024 and 2025, New Oriental Education & Technology Group Inc. provided loans of US$50.0 million, nil and US$352.4 million to our intermediate holding companies and subsidiaries, respectively. For the details of the financial position, cash flows and results of operation of the consolidated VIEs, please refer to the “Item 3. Key information—A.
If we fail to successfully execute our business strategies, our business and prospects may be materially and adversely affected. 20 Table of Contents Significant risks exist in relation to the interpretation and implementation of, or proposed changes to, the PRC laws, regulations and policies regarding the private education industry.
If we fail to successfully execute our business strategies, our business and prospects may be materially and adversely affected. Significant risks exist in relation to the interpretation and implementation of, or proposed changes to, the PRC laws, regulations and policies regarding the private education industry.
Our future business strategy to develop new program, service and product offerings and extend our reach to new areas may make it more difficult to maintain quality and consistency. 22 Table of Contents We have mainly relied on word-of-mouth referrals to attract prospective students.
Our future business strategy to develop new program, service and product offerings and extend our reach to new areas may make it more difficult to maintain quality and consistency. We have mainly relied on word-of-mouth referrals to attract prospective students.
See “Item 4. Information on the Company—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.
See “Item 4. Information on the Company—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 addition, our competitors may have larger consumer bases or more established brand names than we do and therefore would be able to more effectively leverage their consumer bases and brand names to conduct livestreaming activities and operate e-commerce business. 25 Table of Contents We cannot assure you that we will be able to compete successfully and grow our business.
In addition, our competitors may have larger consumer bases or more established brand names than we do and therefore would be able to more effectively leverage their consumer bases and brand names to conduct livestreaming activities and operate e-commerce business. We cannot assure you that we will be able to compete successfully and grow our business.
It is possible that any new rules or regulations may impose additional requirements on us. 58 Table of Contents Risks Related to Our ADSs and Common Shares We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange.
It is possible that any new rules or regulations may impose additional requirements on us. Risks Related to Our ADSs and Common Shares We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange.
Taxation.” We currently do not have cash management policies in place that dictate how funds are transferred between New Oriental Education & Technology Group Inc., our subsidiaries, the VIEs and the investors. Rather, the funds can be transferred in accordance with the applicable PRC laws and regulations.
Taxation.” 9 Table of Contents We currently do not have cash management policies in place that dictate how funds are transferred between New Oriental Education & Technology Group Inc., our subsidiaries, the VIEs and the investors. Rather, the funds can be transferred in accordance with the applicable PRC laws and regulations.
Accordingly, holders of our ADSs may be unable to participate in our rights offerings and may experience dilution in their holdings as a result. 60 Table of Contents Holders of our ADSs may be subject to limitations on transfer of their ADSs. Our ADSs are transferable on the books of the depositary.
Accordingly, holders of our ADSs may be unable to participate in our rights offerings and may experience dilution in their holdings as a result. Holders of our ADSs may be subject to limitations on transfer of their ADSs. Our ADSs are transferable on the books of the depositary.
Demand for our programs, services and products may not increase as rapidly as we expect. Furthermore, we may be unable to develop or license additional content on commercially reasonable terms and in a timely manner, or at all, to keep pace with changes in market demands.
Demand for our programs, services and products may not increase as rapidly as we expect. 20 Table of Contents Furthermore, we may be unable to develop or license additional content on commercially reasonable terms and in a timely manner, or at all, to keep pace with changes in market demands.
Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating some of our China business do not comply with applicable PRC laws and regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” on pages 38 to 41 for details. 17 Table of Contents • We rely on contractual arrangements for our operations in China, which is not as effective in providing operational control as direct ownership.
Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating some of our China business do not comply with applicable PRC laws and regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” on pages 39 to 42 for details. • We rely on contractual arrangements for our operations in China, which is not as effective in providing operational control as direct ownership.
Selected Condensed Consolidated Statements of Operations Information For the Year Ended May 31, 2024 New Oriental Education & Technology Group Inc.
Selected Condensed Consolidated Statements of Operations Information For the Year Ended May 31, 2025 New Oriental Education & Technology Group Inc.
Other Subsidiaries Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities Eliminations Consolidated Total US$ (In thousands) Third-party net revenues — 4,076 10,739 2,982,945 — 2,997,760 Inter-company revenues — 1,041 233,683 1,951 (236,675 ) — Total operating cost and expenses (93,715 ) (19,660 ) (277,970 ) (2,724,475 ) 308,106 (2,807,714 ) Income/(loss) from subsidiaries and VIEs 313,226 325,515 359,445 — (998,186 ) — Other income, net 27,495 4,768 14,211 143,225 (71,214 ) 118,485 Income/(loss) before income taxes and loss from equity method investments 247,006 315,740 340,108 403,646 (997,969 ) 308,531 Provision for income taxes — (2,219 ) (13,430 ) (50,417 ) — (66,066 ) (Loss)/income from equity method investments (11,860 ) (295 ) (1,163 ) 6,216 — (7,102 ) Net income/(loss) 235,146 313,226 325,515 359,445 (997,969 ) 235,363 For the Year Ended May 31, 2022 New Oriental Education & Technology Group Inc.
Other Subsidiaries Primary Beneficiaries of Consolidated Affiliated Entities Consolidated Affiliated Entities Eliminations Consolidated Total US$ (In thousands) Third-party net revenues — 4,076 10,739 2,982,945 — 2,997,760 Inter-company revenues — 1,041 233,683 1,951 (236,675 ) — Total operating cost and expenses (93,715 ) (19,660 ) (277,970 ) (2,724,475 ) 308,106 (2,807,714 ) Income/(loss) from subsidiaries and VIEs 313,226 325,515 359,445 — (998,186 ) — Other income, net 27,495 4,768 14,211 143,225 (71,214 ) 118,485 Income/(loss) before income taxes and loss from equity method investments 247,006 315,740 340,108 403,646 (997,969 ) 308,531 Provision for income taxes — (2,219 ) (13,430 ) (50,417 ) — (66,066 ) (Loss)/income from equity method investments (11,860 ) (295 ) (1,163 ) 6,216 — (7,102 ) Net income/(loss) 235,146 313,226 325,515 359,445 (997,969 ) 235,363 13 Table of Contents Selected Condensed Consolidated Balance Sheets Information As of May 31, 2025 New Oriental Education & Technology Group Inc.
We also may be subject to claims for indemnification related to these matters, and we cannot predict the impact that indemnification claims may have on our business or financial results. 34 Table of Contents We may need additional capital, and financing may not be available on terms acceptable to us, or at all.
We also may be subject to claims for indemnification related to these matters, and we cannot predict the impact that indemnification claims may have on our business or financial results. We may need additional capital, and financing may not be available on terms acceptable to us, or at all.
We cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us. In addition, the Cybersecurity Review Measures and the Draft Data Security Regulations stipulate certain circumstances that may trigger the cybersecurity review by the Cyberspace Administration of China.
We cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us. In addition, the Cybersecurity Review Measures stipulate certain circumstances that may trigger the cybersecurity review by the Cyberspace Administration of China.
For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F for the fiscal year ended May 31, 2024. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F for the fiscal year ended May 31, 2025. 58 Table of Contents Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
The controlling shareholder of Century Friendship, which is the sole shareholder of New Oriental China, may have potential conflicts of interest with us, and if any such conflicts of interest are not resolved in our favor, our business may be materially and adversely affected. 42 Table of Contents New Oriental China is the sole shareholder of Beijing Xuncheng as of May 31, 2024.
The controlling shareholder of Century Friendship, which is the sole shareholder of New Oriental China, may have potential conflicts of interest with us, and if any such conflicts of interest are not resolved in our favor, our business may be materially and adversely affected. New Oriental China is the sole shareholder of Beijing Xuncheng as of May 31, 2025.
The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment” on page 58 for details Risks Related to Our ADSs and Common Shares • We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange. See “Item 3.
The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment” on pages 58 and 59 for details Risks Related to Our ADSs and Common Shares • We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange.
These competitors may be able to devote greater resources than we can to the development, promotion and sale of their programs, services and products and respond more quickly than we can to changes in student needs, testing materials, admissions standards, or new technologies.
Some of our competitors may have more resources and experiences than we do. These competitors may be able to devote greater resources than we can to the development, promotion and sale of their programs, services and products and respond more quickly than we can to changes in student needs, testing materials, admissions standards, or new technologies.
GAAP for accounting purposes. Revenues contributed by the consolidated affiliated entities accounted for 99.6%, 99.5% and 99.2% of our total net revenues for the fiscal years ended May 31, 2022, 2023 and 2024, respectively.
GAAP for accounting purposes. Revenues contributed by the consolidated affiliated entities accounted for 99.5%, 99.2% and 99.8 % of our total net revenues for the fiscal years ended May 31, 2023, 2024 and 2025, respectively.
Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the enforcement of laws, and changes in laws and regulations in China could adversely affect us” on page 47. • We conduct our business primarily in China. Our operations in China are governed by PRC laws and regulations.
Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the enforcement of laws, and changes in laws and regulations in China could adversely affect us” on page 48. 18 Table of Contents • We conduct our business primarily in China. Our operations in China are governed by PRC laws and regulations.
Substantially all of our business operations are conducted in China. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.
Accordingly, our results of operations, financial condition and prospects are subject to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.
For the fiscal years ended May 31, 2022, 2023 and 2024, New Oriental Education & Technology Group Inc. received repayment of loans of US$282.1 million, US$290.0 million and US$1.5 million from our intermediate holding companies and subsidiaries, respectively.
For the fiscal years ended May 31, 2023, 2024 and 2025, New Oriental Education & Technology Group Inc. received repayment of loans of US$290.0 million, US$1.5 million and US$128.4 million from our intermediate holding companies and subsidiaries, respectively.
We may be subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business, results of operations, and financial condition.
These factors could have a material adverse effect on our overall business and results of operations. 34 Table of Contents We may be subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business, results of operations, and financial condition.
Yu is only one of the beneficial owners of our company, holding 12.2% of our total common shares outstanding as of September 16, 2024. We cannot assure you that when conflicts of interest arise, Mr. Yu will act in the best interests of our company or that conflicts of interests will be resolved in our favor. In addition, Mr.
Yu is only one of the beneficial owners of our company, holding 12.5% of our total common shares outstanding as of September 15, 2025. We cannot assure you that when conflicts of interest arise, Mr. Yu will act in the best interests of our company or that conflicts of interests will be resolved in our favor. In addition, Mr.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeAccording to the Overseas Listing Trial Measures, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC; (2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China; and (3) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for initial public offering and listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted. 99 Table of Contents On the same day, the CSRC held a press conference for the release of the Overseas Listing Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that (1) domestic companies that have been listed on a foreign stock exchange prior to the effective date of the Overseas Listing Trial Measures are not required to go through the filing procedure immediately but may be required to go through the filing procedure if future fund raising activities are involved; (2) a six-month transition period will be granted to domestic companies which, prior to the effective date of the Overseas Listing Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges (such as the completion of hearing in the market of Hong Kong or the completion of registration in the market of the United States), but have not completed the indirect overseas listing; if domestic companies fail to complete the overseas listing within such six-month transition period, they are required to file with the CSRC according to the requirements; and (3) the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and support the development and growth of these companies by enabling them to utilize two markets and two kinds of resources.
Biggest changeAccording to the Overseas Listing Trial Measures, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC; (2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China; and (3) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for initial public offering and listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.
Based on the Q&A, since our livestreaming e-commerce business through East Buy is for providing the sale of agricultural and other products, we are not required to obtain an Internet Culture Operation License for our livestreaming e-commerce business.
Based on the Q&A, since our livestreaming e-commerce business through East Buy is for providing the sale of agricultural and other products, we are not required to obtain an Internet Culture Operation License for our livestreaming e-commerce business.
Exclusive Option Agreement . Exclusive Option Purchase Agreement dated as of May 10, 2018 was entered into by Dexin Dongfang, Beijing Xuncheng and all of its then shareholders.
Exclusive Option Purchase Agreement dated as of May 10, 2018 was entered into by Dexin Dongfang, Beijing Xuncheng and all of its then shareholders.
Regulations Relating to Anti-Monopoly The Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress and the Interim Provisions on the Review of Concentrations of Undertakings promulgated by the State Administration for Market Regulation require that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the State Administration for Market Regulation before they can be completed.
Regulations Relating to Anti-Monopoly The Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress and the Provisions on the Review of Concentrations of Undertakings promulgated by the State Administration for Market Regulation require that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the State Administration for Market Regulation before they can be completed.
Instead, Beijing New Oriental Dogwood Cultural Communications Co., Ltd., a subsidiary of New Oriental China, has been cooperating with qualified PRC publishing companies to publish our in-house developed teaching materials and other content.
Instead, Beijing New Oriental Dogwood Cultural Communications Co., Ltd., a subsidiary of New Oriental China, has been cooperating with qualified PRC offline publishing companies to publish our in-house developed teaching materials and other content.
Regulations Relating to Food Safety According to the Administrative Measures for Food Operation License, entities or individuals involved in food operation and catering service in the PRC shall obtain the food operation license. Applications of food operation license shall be filed according to such food operator’s operating types.
Regulations Relating to Food Safety According to the Administrative Measures for Food Operation License and Filings, entities or individuals involved in food operation and catering service in the PRC shall obtain the food operation license. Applications of food operation license shall be filed according to such food operator’s operating types.
Risk Factors—Risks Related to Doing Business in China—If we fail to obtain and maintain the licenses and approvals required for online business in China, our business, financial condition and results of operations may be materially and adversely affected.” 81 Table of Contents According to the Provisions on the Administration of Information Services of Mobile Internet Apps, which was promulgated on June 14, 2022 and came into effect on August 1, 2022, the term “information services of Apps” means the activities of providing users with production, copying, publishing, spreading and other services of text, picture, voice, video and other information through Apps, including instant messaging, news, knowledge Q&A, forums, online live broadcast, e-commerce, online audio and video, life services and other types.
Risk Factors—Risks Related to Doing Business in China—If we fail to obtain and maintain the licenses and approvals required for online business in China, our business, financial condition and results of operations may be materially and adversely affected.” According to the Provisions on the Administration of Information Services of Mobile Internet Apps, which was promulgated on June 14, 2022 and came into effect on August 1, 2022, the term “information services of Apps” means the activities of providing users with production, copying, publishing, spreading and other services of text, picture, voice, video and other information through Apps, including instant messaging, news, knowledge Q&A, forums, online live broadcast, e-commerce, online audio and video, life services and other types.
According to the Publication Regulations, any entity engaging in the activities of publishing, printing, copying, importation or distribution of publications, shall obtain relevant permits of publishing, printing, copying, importation or distribution of publications. We do not engage in publishing business.
According to the Publication Regulations, any entity engaging in the activities of publishing, printing, copying, importation or distribution of publications, shall obtain relevant permits of publishing, printing, copying, importation or distribution of publications. We do not engage in offline publishing business.
For our private label products and livestreaming e-commerce business through East Buy, we have primary built up our brand awareness and our consumer base by leveraging word-of-mouth referrals, as well as online and offline marketing and brand promotion activities. From time to time, we also offer coupons and credits to consumers on our platforms.
For our private label products and livestreaming e-commerce business through East Buy, we have primarily built up our brand awareness and our consumer base by leveraging word-of-mouth referrals, as well as online and offline marketing and brand promotion activities. From time to time, we also offer coupons and credits to consumers on our platforms.
Our test preparation courses generally range from 6 to 200 students per class. We also have students from our test preparation courses that take our small class, in particular 1-on-1, tutoring courses. Our students typically enroll in a 12 to 400 hour program with classes meeting one to ten times per week for approximately 1 to 3 hours per class.
Our test preparation courses generally range from 6 to 200 students per class. We also have students from our test preparation courses that take our small class, in particular 1-on-1, tutoring courses. Our students typically enroll in a 12 to 400 hour program with classes meeting one to eight times per week for approximately 1 to 3 hours per class.
A dominant role requires that (i) the school’s principal or chief executive must be a PRC national, and (ii) the school’s governing body (including the board of directors, executive council or joint administration committee) must consist of a majority of representatives from the domestic party. Training business is not on the 2021 Negative List.
A dominant role requires that (i) the school’s principal or chief executive must be a PRC national, and (ii) the school’s governing body (including the board of directors, executive council or joint administration committee) must consist of a majority of representatives from the domestic party. Training business is not on the 2024 Negative List.
The wholesale and retail of publications is not listed in the 2021 Negative List, indicating that the wholesale and retail of publications is a permitted area where foreign investment can enter. In particular, the Provisions on the Administration of the Publication Market clearly states that PRC allows foreign-invested enterprises to carry out the publication distribution (including wholesale and retail) business.
The wholesale and retail of publications is not listed in the 2024 Negative List, indicating that the wholesale and retail of publications is a permitted area where foreign investment can enter. In particular, the Provisions on the Administration of the Publication Market clearly states that PRC allows foreign-invested enterprises to carry out the publication distribution (including wholesale and retail) business.
In addition, we own an aggregate of approximately 99,000 square meters of space for our schools, learning centers and bookstores in Xi’an, Tianjin, Kunming, Wuhan, Guangzhou, Xiamen, Changsha, Hangzhou, Zhengzhou and Hefei. We lease all of our facilities for our schools, learning centers and bookstores in over 50 other cities throughout China.
In addition, we own an aggregate of approximately 100,000 square meters of space for our schools, learning centers and bookstores in Xi’an, Tianjin, Kunming, Wuhan, Guangzhou, Xiamen, Changsha, Hangzhou, Zhengzhou and Hefei. We lease all of our facilities for our schools, learning centers and bookstores in over 50 other cities throughout China.
As of the date of this annual report, Century Friendship directly held the entire equity interest in New Oriental China, the sole shareholder of Beijing Xuncheng. To ensure stability and continued validity and enforceability of the foregoing agreements, Century Friendship and its shareholders, our founder Mr. Yu and Ms.
As of the date of this annual report, Century Friendship directly held the entire equity interest in New Oriental China, the sole shareholder of Beijing Xuncheng. To ensure stability and continued validity and enforceability of the foregoing agreements, Century Friendship and its shareholders, our founder Mr.
Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the enforcement of laws, and changes in laws and regulations in China could adversely affect us.” D. Property, Plants and Equipment Our headquarters are located in Beijing, China, where we own approximately 49,000 square meters of office and training center.
Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the enforcement of laws, and changes in laws and regulations in China could adversely affect us.” 112 Table of Contents D. Property, Plants and Equipment Our headquarters are located in Beijing, China, where we own approximately 49,000 square meters of office and training center.
In October 2018, the State Taxation Administration further promulgated Notice on Issues Relating to Expanding Application Scope of the Policy for Temporary Exemption of Withholding Income Tax on Direct Investment by Overseas Investors with Distributed Profits, which became effective retroactively in January 2018, to implement Circular 102 in detail. PRC Value-Added Tax .
In October 2018, the State Taxation Administration further promulgated Notice on Issues Relating to Expanding Application Scope of the Policy for Temporary Exemption of Withholding Income Tax on Direct Investment by Overseas Investors with Distributed Profits, which became effective retroactively in January 2018, to implement Circular 102 in detail. 104 Table of Contents PRC Value-Added Tax .
While continuing enriching the products and services through livestreaming channels, we also opened online shops on different platforms, such as Tmall, JD.com, Pinduoduo, Xiaohongshu. We launched our brand new East Buy mobile App in early July 2023, where the consumers can purchase products both from livestreaming sessions as well as from the marketplace on the App.
While continuing enriching the products and services through livestreaming channels, we also opened online shops on different platforms, such as Tmall, JD.com, Pinduoduo, REDnote. We launched our brand new East Buy App in early July 2023, where the consumers can purchase products both from livestreaming sessions as well as from the marketplace on the App.
The 2021 Negative List sets out the restrictive measures in a unified manner, such as the requirements on shareholding percentages and management, for the access of foreign investments, and the industries that are prohibited for foreign investment.
The 2024 Negative List sets out the restrictive measures in a unified manner, such as the requirements on shareholding percentages and management, for the access of foreign investments, and the industries that are prohibited for foreign investment.
In March 2024, our wholly-owned subsidiary and New Oriental China completed the acquisition of East Buy’s online education business. Upon completion, the online education business was deconsolidated from East Buy’s consolidated financial statements and is now recorded by us primarily under test preparation courses. Test Preparation Courses We began offering TOEFL preparation courses in 1993.
In March 2024, our wholly-owned subsidiary and New Oriental China completed the acquisition of East Buy’s online education business. Upon completion, the online education business was deconsolidated from East Buy’s consolidated financial statements and is now recorded by us primarily under test preparation courses. 67 Table of Contents Test Preparation Courses We began offering TOEFL preparation courses in 1993.
Domain name applicants shall provide true, accurate and complete identification of the domain name holder as requested by the domain name registration service provider. Regulations on Foreign Currency Exchange Pursuant to applicable PRC regulations on foreign currency exchange, RMB is freely convertible to current account items, such as trade-related receipts and payments, interest and dividend.
Domain name applicants shall provide true, accurate and complete identification of the domain name holder as requested by the domain name registration service provider. 97 Table of Contents Regulations on Foreign Currency Exchange Pursuant to applicable PRC regulations on foreign currency exchange, RMB is freely convertible to current account items, such as trade-related receipts and payments, interest and dividend.
The Ministry of Public Security has promulgated measures that prohibit use of the internet in ways which, among other things, result in a leakage of state secrets or a spread of socially destabilizing content. Amended Company Law The establishment, operation and management of corporate entities in the PRC are governed by the Company Law of the PRC.
The Ministry of Public Security has promulgated measures that prohibit use of the internet in ways which, among other things, result in a leakage of state secrets or a spread of socially destabilizing content. 93 Table of Contents Amended Company Law The establishment, operation and management of corporate entities in the PRC are governed by the Company Law of the PRC.
In addition, we have an extensive network of students and alumni, who we believe have been essential in helping us promote our brand and our programs, services and products by word-of-mouth referrals. 65 Table of Contents Almost all of the schools, learning centers and bookstores that we operate are under our “New Oriental” brand.
In addition, we have an extensive network of students and alumni, who we believe have been essential in helping us promote our brand and our programs, services and products by word-of-mouth referrals. Almost all of the schools, learning centers and bookstores that we operate are under our “New Oriental” brand.
In addition, we face competition from many different smaller sized organizations that focus on some of our targeted markets, which may be able to respond more promptly to changes in students’ preferences in these markets. We also face competition from online education service providers that offer online test preparation courses.
In addition, we face competition from many different smaller sized organizations that focus on some of our targeted markets, which may be able to respond more promptly to changes in students’ preferences in these markets. 71 Table of Contents We also face competition from online education service providers that offer online test preparation courses.
The enterprises in which overseas investors invest through above investment activities shall be collectively referred to the invested enterprises. 102 Table of Contents (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.
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) Excluding Beijing Xuncheng and its subsidiaries, and consisting of various PRC companies operating our educational materials and distribution business, and overseas study consulting business in China. 105 Table of Contents PRC laws and regulations restrict and impose conditions on foreign direct investment in companies involved in the provision of educational and value-added telecommunication services.
(3) Excluding Beijing Xuncheng and its subsidiaries, and consisting of various PRC companies operating our educational materials and distribution business, and overseas study consulting business in China. PRC laws and regulations restrict and impose conditions on foreign direct investment in companies involved in the provision of educational and value-added telecommunication services.
All parties to the equity pledge agreement have agreed that the equity pledge agreement is binding upon New Oriental China’s shareholders and their successors. In January 2012, the ten former shareholders of New Oriental China completed the transfer of all of their equity interests in New Oriental China to Century Friendship, a PRC domestic enterprise controlled by Mr.
All parties to the equity pledge agreement have agreed that the equity pledge agreement is binding upon New Oriental China’s shareholders and their successors. 107 Table of Contents In January 2012, the ten former shareholders of New Oriental China completed the transfer of all of their equity interests in New Oriental China to Century Friendship, a PRC domestic enterprise controlled by Mr.
In May 2023, the seven limited partnerships and Linzhi Tencent Technology Co., Ltd., the former shareholders of Beijing Xuncheng, ceased to be the shareholders of Beijing Xuncheng by means of capital withdrawal. Beijing Xuncheng has become a wholly-owned subsidiary of New Oriental China since then. Fourth Supplemental Agreement .
In May 2023, the seven limited partnerships and Linzhi Tencent Technology Co., Ltd., the former shareholders of Beijing Xuncheng, ceased to be the shareholders of Beijing Xuncheng by means of capital withdrawal. Beijing Xuncheng has become a wholly-owned subsidiary of New Oriental China since then. 111 Table of Contents Fourth Supplemental Agreement .
We operate our business in China under a legal regime consisting of the State Council, which is the highest authority of the executive branch of the PRC central government, and several ministries and agencies under its authority, including the Ministry of Education, the National Press and Publication Administration, the Ministry of Industry and Information Technology, the State Administration for Market Regulation, the Ministry of Civil Affairs, the Ministry of Culture and Tourism and their respective authorized local counterparts.
We operate our business in China under a legal regime consisting of the State Council, which is the highest authority of the executive branch of the PRC central government, and several ministries and agencies under its authority, including but not limited to the Ministry of Education, the National Press and Publication Administration, the Ministry of Industry and Information Technology, the State Administration for Market Regulation, the Ministry of Civil Affairs, the Ministry of Culture and Tourism and their respective authorized local counterparts.
The 2021 Negative List also lists foreign investments in the publication of books, audio-visual products and electronic publications and in the provision of internet publishing services as a prohibited category.
The 2024 Negative List also lists foreign investments in the publication of books, audio-visual products and electronic publications and in the provision of internet publishing services as a prohibited category.
Thus, according to SAFE Circular 13, the registration of PRC residents under SAFE Circular 37 shall be conducted with local banks authorized by SAFE. 97 Table of Contents Our beneficial owners immediately before our initial public offering who are PRC residents had registered with the local branch of SAFE prior to our initial public offering in 2006.
Thus, according to SAFE Circular 13, the registration of PRC residents under SAFE Circular 37 shall be conducted with local banks authorized by SAFE. Our beneficial owners immediately before our initial public offering who are PRC residents had registered with the local branch of SAFE prior to our initial public offering in 2006.
This agreement will remain in effect until Dexin Dongfang or its designated third parties have acquired all the equity interests in Beijing Xuncheng. Dexin Dongfang may unilaterally terminate this agreement through a 30-day prior written notice. 108 Table of Contents Powers of Attorney .
This agreement will remain in effect until Dexin Dongfang or its designated third parties have acquired all the equity interests in Beijing Xuncheng. Dexin Dongfang may unilaterally terminate this agreement through a 30-day prior written notice. Powers of Attorney .
The Overseas Listing Archives Rules provide, among others, that before providing or disclosing any document or material which involve state secrets or state agencies’ work secrets, domestic companies shall apply to the competent government authorities for approval and file with the secrecy administration authorities for record. Regulations on Taxation PRC Enterprise Income Tax.
The Overseas Listing Archives Rules provide, among others, that before providing or disclosing any document or material which involve state secrets or state agencies’ work secrets, domestic companies shall apply to the competent government authorities for approval and file with the secrecy administration authorities for record. 101 Table of Contents Regulations on Taxation PRC Enterprise Income Tax.
In addition, Century Friendship and its shareholders undertook not to participate in, invest in, own or manage any businesses competing with that of Beijing Xuncheng and its subsidiaries as long as they continue to hold equity interest in Beijing Xuncheng. Supplemental Agreement .
In addition, Century Friendship and its shareholders undertook not to participate in, invest in, own or manage any businesses competing with that of Beijing Xuncheng and its subsidiaries as long as they continue to hold equity interest in Beijing Xuncheng. 110 Table of Contents Supplemental Agreement .
In August 2024, Time with Yuhui ceased to be a consolidated affiliated entity of East Buy and the financial results of Time with Yuhui has no longer been consolidated into the consolidated financial statements of East Buy. In connection with the sale, the letter of acceptance executed by Time with Yuhui ceased to be effective. Second Supplemental Agreement .
In August 2024, Time with Yuhui ceased to be a consolidated affiliated entity of East Buy and the financial results of Time with Yuhui has no longer been consolidated into the consolidated financial statements of East Buy. In connection with the sale, the letter of acceptance executed by Time with Yuhui ceased to be effective.
As a result, we conduct substantially all of our business in China through contractual arrangements between our wholly-owned subsidiaries in China, and the VIEs and their shareholders. In the fiscal years ended May 31, 2022, 2023 and 2024, the consolidated affiliated entities contributed in aggregate 99.6%, 99.5% and 99.2% of our total net revenues, respectively.
As a result, we conduct substantially all of our business in China through contractual arrangements between our wholly-owned subsidiaries in China, and the VIEs and their shareholders. In the fiscal years ended May 31, 2023, 2024 and 2025, the consolidated affiliated entities contributed in aggregate 99.5%, 99.2% and 99.8% of our total net revenues, respectively.
If we are required under the PRC Enterprise Income Tax Law to pay income tax for any dividends we receive from our PRC subsidiaries, the amount of dividends, if any, we may pay to our shareholders and ADS holders may be materially and adversely affected. 101 Table of Contents PRC Withholding Tax .
If we are required under the PRC Enterprise Income Tax Law to pay income tax for any dividends we receive from our PRC subsidiaries, the amount of dividends, if any, we may pay to our shareholders and ADS holders may be materially and adversely affected. PRC Withholding Tax .
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; 73 Table of Contents • online education activities using internet technology are encouraged by the regulatory authorities and shall comply with laws and regulations related to internet management.
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; • online education activities using internet technology are encouraged by the regulatory authorities and shall comply with laws and regulations related to internet management.
We distribute and sell books and other educational materials developed or licensed by us through our distribution channels, which consist of bookstores operated by us and third-party distributors. As of May 31, 2024, we had eight bookstores operated by us, and 245 third-party distributors, who provided us with access to a nationwide network of online and offline bookstores.
We distribute and sell books and other educational materials developed or licensed by us through our distribution channels, which consist of bookstores operated by us and third-party distributors. As of May 31, 2025, we had eight bookstores operated by us, and 262 third-party distributors, who provided us with access to a nationwide network of online and offline bookstores.
China is a signatory to the main international conventions on intellectual property rights and became a member of the Agreement on Trade Related Aspects of Intellectual Property Rights upon its accession to the World Trade Organization in 2001. 95 Table of Contents Copyright .
China is a signatory to the main international conventions on intellectual property rights and became a member of the Agreement on Trade Related Aspects of Intellectual Property Rights upon its accession to the World Trade Organization in 2001. Copyright .
Century Friendship does not have the right to terminate the proxy agreement and power of attorney or revoke the appointment of the attorney-in-fact without the prior written consent of Beijing Pioneer. Service Agreements .
Century Friendship does not have the right to terminate the proxy agreement and power of attorney or revoke the appointment of the attorney-in-fact without the prior written consent of Beijing Pioneer. 108 Table of Contents Service Agreements .
In our fiscal year ended May 31, 2024, we had approximately 2,454,000 student enrollments in our non-academic tutoring courses. Intelligent Learning Systems and Devices We launched our intelligent learning systems and devices in 2021, which are designed to provide a tailored digital learning experience for students.
In our fiscal year ended May 31, 2025, we had approximately 2,804,000 student enrollments in our non-academic tutoring courses. Intelligent Learning Systems and Devices We launched our intelligent learning systems and devices in 2021, which are designed to provide a tailored digital learning experience for students.
After-school tutoring institutions shall offer refunds for any remaining classes in a course to students who withdraw from the course in a timely manner. 88 Table of Contents Regulations Relating to Advertising and Promotion The principal regulations governing advertising businesses in China are the PRC Advertising Law and the Advertising Administrative Regulations.
After-school tutoring institutions shall offer refunds for any remaining classes in a course to students who withdraw from the course in a timely manner. Regulations Relating to Advertising and Promotion The principal regulations governing advertising businesses in China are the PRC Advertising Law and the Advertising Administrative Regulations.
We also offer intensive and condensed versions of our courses, which are compacted into shorter time periods. Course fees for our test preparation courses range from approximately RMB1,000 to RMB41,200 per course, as overseas test preparation courses generally have higher course fees.
We also offer intensive and condensed versions of our courses, which are compacted into shorter time periods. Course fees for our test preparation courses range from approximately RMB1,000 to RMB49,800 per course, as overseas test preparation courses generally have higher course fees.
The pledge takes effect upon registration with the relevant authorities and will remain in effect until the satisfaction of all contractual obligations of Beijing Xuncheng, its subsidiaries and its then shareholders under the principal agreements or the termination of the principal agreements or 30 days after Dexin Dongfang provides a written termination notice to other parties, whichever is later.
The pledge takes effect upon registration with the relevant authorities and will remain in effect until the satisfaction of all contractual obligations of Beijing Xuncheng, its subsidiaries and its then shareholders under the principal agreements or the termination of the principal agreements or 30 days after Dexin Dongfang provides a written termination notice to other parties, whichever is later. 109 Table of Contents Exclusive Option Agreement .
In the fiscal years ended May 31, 2022, 2023 and 2024, the total amount of service fees that our PRC subsidiaries received from New Oriental China and its schools and subsidiaries under all the service agreements was US$280.8 million, US$696.0 million and US$298.3 million, respectively.
In the fiscal years ended May 31, 2023, 2024 and 2025, the total amount of service fees that our PRC subsidiaries received from New Oriental China and its schools and subsidiaries under all the service agreements was US$696.0 million, US$298.3 million and US$353.3 million, respectively.
We believe that our competitive and incentivizing remuneration package, career advancement opportunities, and systematic teacher training programs allow us to recruit, train and retain top quality teachers in the industry. As of May 31, 2024, we employed approximately 35,700 teachers, many of whom are from top universities in China or have studied overseas.
We believe that our competitive and incentivizing remuneration package, career advancement opportunities, and systematic teacher training programs allow us to recruit, train and retain top quality teachers in the industry. As of May 31, 2025, we employed approximately 41,000 teachers, many of whom are from top universities in China or have studied overseas.
Our intelligent learning systems and devices have been tested and adopted in around 60 cities in China, and we had 342,000 active paid users in the fiscal year ended May 31, 2024.
Our intelligent learning systems and devices have been tested and adopted in around 60 cities in China, and we had 479,000 active paid users in the fiscal year ended May 31, 2025.
The Internet Advertising Measures further set out requirements for Internet advertising activities, including among others, (a) with regard to commodities or services ranked under competitive bidding, advertisement publishers shall mark conspicuously the word “advertisement” to distinguish them from the organic search results; (b) where an Internet advertisement is published in the form of pop-up or otherwise, an advertiser and advertisement publisher shall clearly mark the closure sign to ensure the closure of the advertisement by one click; (c) where an Internet advertisement is published by means of algorithmic recommendation or otherwise, the relevant rules of the algorithmic recommendation service and the record of advertisement placement shall be included in the advertisement archives; (d) an Internet platform operator shall, in the process of providing Internet information services, take measures to prevent and stop illegal advertisements; (e) without the consent or request of users, or with explicit refusal by users, it is not allowed to send Internet advertisements to their vehicles, navigation equipment, intelligent home appliances etc.; (f) where the promotion of goods or services by online live streaming constitutes a commercial advertisement, a product seller or service provider shall bear the responsibilities and obligations of the advertiser in accordance with the law.
The Internet Advertising Measures further set out requirements for Internet advertising activities, including among others, (a) with regard to commodities or services ranked under competitive bidding, advertisement publishers shall mark conspicuously the word “advertisement” to distinguish them from the organic search results; (b) where an Internet advertisement is published in the form of pop-up or otherwise, an advertiser and advertisement publisher shall clearly mark the closure sign to ensure the closure of the advertisement by one click; (c) where an Internet advertisement is published by means of algorithmic recommendation or otherwise, the relevant rules of the algorithmic recommendation service and the record of advertisement placement shall be included in the advertisement archives; (d) an Internet platform operator shall, in the process of providing Internet information services, take measures to prevent and stop illegal advertisements; (e) without the consent or request of users, or with explicit refusal by users, it is not allowed to send Internet advertisements to their vehicles, navigation equipment, intelligent home appliances etc.; (f) where the promotion of goods or services by online live streaming constitutes a commercial advertisement, a product seller or service provider shall bear the responsibilities and obligations of the advertiser in accordance with the law. 90 Table of Contents Advertisers, advertising operators and advertising distributors are required by applicable PRC advertising laws, rules and regulations to ensure that the content of the advertisements they prepare or distribute is true and in compliance with applicable laws, rules and regulations.
Li Bamei, have executed a letter of undertaking dated May 10, 2018 whereby they undertake not to enter into any arrangement, including pledge, sale, disposal or creation of other third-party rights, in relation to Century Friendship’s equity interests in New Oriental China which may adversely affect the implementation of the foregoing agreements entered into by New Oriental China unless they have obtained consent from East Buy or Dexin Dongfang, and the counterparties or beneficiaries of such arrangement have executed written undertaking(s) to the effect that they will not affect the performance of the foregoing agreements entered into by New Oriental China.
Yu has executed a letter of undertaking whereby he undertakes not to enter into any arrangement, including pledge, sale, disposal or creation of other third-party rights, in relation to Century Friendship’s equity interests in New Oriental China which may adversely affect the implementation of the foregoing agreements entered into by New Oriental China unless they have obtained consent from East Buy or Dexin Dongfang, and the counterparties or beneficiaries of such arrangement have executed written undertaking(s) to the effect that they will not affect the performance of the foregoing agreements entered into by New Oriental China.
For learning and education App, the basic functional services are “online tutoring, online classes, etc.” and the necessary personal information is mobile phone numbers of registered users. Further, the State Administration for Market Regulation promulgated the Measures for the Supervision and Administration of Online Transactions, which became effective from May 1, 2021.
For learning and education App, the basic functional services are “online tutoring, online classes, etc.” and the necessary personal information is mobile phone numbers of registered users. Further, the State Administration for Market Regulation promulgated the Measures for the Supervision and Administration of Online Transactions, which became effective from May 1, 2021 and was last amended on March 18, 2025.
The State Council promulgated the implementation rules of the BIT Law in 2007, as last amended in 2019, and the Ministry of Science and Technology, the Ministry of Finance and the State Administration of Taxation promulgated other supplemental rules in 2008 which were amended in 2016, respectively, regarding new criteria for the granting of “high and new technology enterprises” status.
The State Council promulgated the implementation rules of the Enterprise Income Tax Law in 2007, as last amended in 2024, and the Ministry of Science and Technology, the Ministry of Finance and the State Administration of Taxation promulgated other supplemental rules in 2008 which were amended in 2016, respectively, regarding new criteria for the granting of “high and new technology enterprises” status.
The Trademark Office under the State Administration for Market Regulation handles trademark registrations and grants a term of ten years to registered trademarks and another ten years to trademarks as requested upon expiry of the prior term. Trademark license agreements must be filed with the Trademark Office for record.
The Trademark Office handles trademark registrations and grants a term of ten years to registered trademarks and another ten years to trademarks as requested upon expiry of the prior term. Trademark license agreements must be filed with the Trademark Office for record.
On July 13, 2006, the Ministry of Industry and Information Technology, issued the Circular on Strengthening the Administration of Foreign Investment in Value-added Telecommunications Services, or the Ministry of Industry and Information Technology Circular 2006, which requires that (i) foreign investors can only operate a telecommunications business in China through establishing a telecommunications enterprise with a valid telecommunications business operation license; (ii) domestic license holders are prohibited from leasing, transferring or selling telecommunications business operation licenses to foreign investors in any form, or providing any resource, sites or facilities to foreign investors to facilitate the unlicensed operation of telecommunications business in China; (iii) value-added telecommunications services providers or their shareholders must directly own the domain names and registered trademarks they use in their daily operations; (iv) each value-added telecommunications services provider must have the necessary facilities for its approved business operations and maintain such facilities in the geographic regions covered by its license; and (v) all value-added telecommunications services providers should improve network and information security, enact relevant information safety administration regulations and set up emergency plans to ensure network and information safety.
Moreover, foreign investors that intend to invest in or establish a value-added telecommunications enterprise operating the value-added telecommunications business must obtain approvals from the Ministry of Industry and Information Technology and the Ministry of Commerce, or their authorized local counterparts, which retain considerable discretion in granting approvals. 96 Table of Contents On July 13, 2006, the Ministry of Industry and Information Technology, issued the Circular on Strengthening the Administration of Foreign Investment in Value-added Telecommunications Services, or the Ministry of Industry and Information Technology Circular 2006, which requires that (i) foreign investors can only operate a telecommunications business in China through establishing a telecommunications enterprise with a valid telecommunications business operation license; (ii) domestic license holders are prohibited from leasing, transferring or selling telecommunications business operation licenses to foreign investors in any form, or providing any resource, sites or facilities to foreign investors to facilitate the unlicensed operation of telecommunications business in China; (iii) value-added telecommunications services providers or their shareholders must directly own the domain names and registered trademarks they use in their daily operations; (iv) each value-added telecommunications services provider must have the necessary facilities for its approved business operations and maintain such facilities in the geographic regions covered by its license; and (v) all value-added telecommunications services providers should improve network and information security, enact relevant information safety administration regulations and set up emergency plans to ensure network and information safety.
The 2021 Negative List covers 12 industries, and any field not falling in the Negative List shall be administered under the principle of equal treatment to domestic and foreign investment.
The 2024 Negative List covers 11 industries, and any field not falling in the Negative List shall be administered under the principle of equal treatment to domestic and foreign investment.
After such rectification is completed, the education authorities will review the filings. 80 Table of Contents On March 30, 2021, the Basic Education Department of the Chinese Ministry of Education promulgated the Circular on Further Strengthening the Sleep Management of Primary and Secondary School Students, which restates that offline after-school trainings shall end no later than 8:30 p.m. and online live trainings shall end no later than 9:00 p.m., and provides that no homework shall be arranged in any form such as pre-class preparation, after-class consolidation, homework practice and WeChat group punching.
On March 30, 2021, the Basic Education Department of the Chinese Ministry of Education promulgated the Circular on Further Strengthening the Sleep Management of Primary and Secondary School Students, which restates that offline after-school trainings shall end no later than 8:30 p.m. and online live trainings shall end no later than 9:00 p.m., and provides that no homework shall be arranged in any form such as pre-class preparation, after-class consolidation, homework practice and WeChat group punching.
Beijing Smart Wood primarily engages in the educational software development and consulting business. 104 Table of Contents The following chart illustrates our company’s organizational structure, including our significant subsidiaries and VIEs as of May 31, 2024: Equity interest for companies. Sponsorship interest for schools.
Beijing Smart Wood primarily engages in the educational software development and consulting business. 105 Table of Contents The following chart illustrates our company’s organizational structure, including our significant subsidiaries and VIEs as of May 31, 2025: Equity interest for companies.
We have branch offices in 74 cities in China. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. You can also find information on our website at investor.neworiental.org. The information contained on our website is not a part of this annual report. B.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. You can also find information on our website at investor.neworiental.org. The information contained on our website is not a part of this annual report. B.
Pursuant to the supplemental agreement, Zhuhai Chongsheng assumed the same rights and share the same obligations as Dexin Dongfang under the contractual agreements. 109 Table of Contents Acceptance Letter .
Pursuant to the supplemental agreement, Zhuhai Chongsheng assumed the same rights and share the same obligations as Dexin Dongfang under the contractual agreements. Acceptance Letter .
Furthermore, the General Office of Chinese Ministry of Education issued the Notice on Investigation and Publishing of Providing Academic After School Training in Disguised Methods Illegally, which prohibits the invisible or variant form of providing academic after school training in violation of relevant laws and regulations. 77 Table of Contents In March 2022, the Chinese Ministry of Education, National Development and Reform Commission, or NDRC and the State Administration for Market Regulation jointly issued the Notice on Regulating Non-Academic After School Training Institutions, which provide that, among others, (i) non-academic after school tutoring institutions shall have the corresponding qualifications and their staffs shall have the corresponding proofs for their profession; (ii) non-academic after school tutoring institutions shall ensure that training contents and training methods are suitable for the age, mental and physical characteristics and cognitive level of students; (iii) the training contents, training hours, charging items, charging standards and other information of non-academic after school tutoring institutions shall be made public and subject to public supervision; (iv) non-academic after school tutoring institutions shall use the form of service contract for after-school training activities provided to primary and secondary school students, strictly performing contractual obligations and regulating its charging behaviors; (v) non-academic after school tutoring institutions’ unfair competition by fictitious original prices, false discounts, false publicity, monopolistic behaviors and any form of price fraud are prohibited; (vi) the pre-collection of fees by non-academic after school tutoring institutions shall be deposited to the special account for fee collection and tuition fees shall not be collected in a lump sum, or in disguised form of recharging or measured cards for more than 60 classes or for a course length of more than three months; and (vii) non-academic after school tutoring institutions shall comply with requirements relating to premises, facilities and fire safety.
In March 2022, the Chinese Ministry of Education, National Development and Reform Commission, or NDRC and the State Administration for Market Regulation jointly issued the Notice on Regulating Non-Academic After School Training Institutions, which provide that, among others, (i) non-academic after school tutoring institutions shall have the corresponding qualifications and their staffs shall have the corresponding proofs for their profession; (ii) non-academic after school tutoring institutions shall ensure that training contents and training methods are suitable for the age, mental and physical characteristics and cognitive level of students; (iii) the training contents, training hours, charging items, charging standards and other information of non-academic after school tutoring institutions shall be made public and subject to public supervision; (iv) non-academic after school tutoring institutions shall use the form of service contract for after-school training activities provided to primary and secondary school students, strictly performing contractual obligations and regulating its charging behaviors; (v) non-academic after school tutoring institutions’ unfair competition by fictitious original prices, false discounts, false publicity, monopolistic behaviors and any form of price fraud are prohibited; (vi) the pre-collection of fees by non-academic after school tutoring institutions shall be deposited to the special account for fee collection and tuition fees shall not be collected in a lump sum, or in disguised form of recharging or measured cards for more than 60 classes or for a course length of more than three months; and (vii) non-academic after school tutoring institutions shall comply with requirements relating to premises, facilities and fire safety. 78 Table of Contents On May 27, 2022, the Chinese Ministry of Education published a notice on its website, which states that the Chinese Ministry of Education is regulating and continues to regulate the non-academic tutoring institutions, by means of examination of qualifications of institutions, regulation of fee charging and supervision of pre-paid fees.
Under such 2021 Negative List, pre-school education, senior high school education in grades 10 to 12, publishing and value-added telecommunications services are in a restricted industry, meaning foreign educational organizations with relevant qualifications and experience and Chinese educational organizations are only allowed to operate pre-school education, senior high schools, publishing and value-added telecommunication services in cooperative ways by the form of a cooperative joint venture in the PRC.
Under such 2024 Negative List, pre-school education and senior high school education in grades 10 to 12 are in a restricted industry, meaning foreign educational organizations with relevant qualifications and experience and Chinese educational organizations are only allowed to operate pre-school education and senior high schools in cooperative ways by the form of a cooperative joint venture in the PRC.
The key differences between for-profit private schools and non-profit private schools under this system include the following: • 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; 72 Table of Contents • 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.
The key differences between for-profit private schools and non-profit private schools under this system include the following: • 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. 73 Table of Contents On December 29, 2016, the State Council issued the Several Opinions of the State Council on Encouraging the Operation of Education by Social Forces and Promoting the Healthy Development of Private Education, which calls for the ease of access to the operation of private schools and encourage social forces to enter into the education industry.
In February 2023, the English name of Koolearn was changed from “Koolearn Technology Holding Limited” to “East Buy Holding Limited.” On November 9, 2020, our common shares commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “9901.” We raised approximately US$1.48 billion in net proceeds from our listing in Hong Kong after deducting underwriting commissions, share issuance costs and the offering expenses. 64 Table of Contents On March 10, 2021, we implemented a one-for-ten share split.
In February 2023, the English name of Koolearn was changed from “Koolearn Technology Holding Limited” to “East Buy Holding Limited.” On November 9, 2020, our common shares commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “9901.” We raised approximately US$1.48 billion in net proceeds from our listing in Hong Kong after deducting underwriting commissions, share issuance costs and the offering expenses.
The Notice emphasizes that local cyberspace authorities and education authorities shall regularly organize screening of the training platforms for minors and take measures such as suspending or removing training platforms or requiring training platforms to rectify within a given time limit.
The Notice emphasizes that local cyberspace authorities and education authorities shall regularly organize screening of the training platforms for minors and take measures such as suspending or removing training platforms or requiring training platforms to rectify within a given time limit. After such rectification is completed, the education authorities will review the filings.
In addition, if the incomes derived by any of the following applicants from China are dividends, the relevant applicant may be directly determined as having the status of a “beneficial owner”: • 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.
In addition, if the incomes derived by any of the following applicants from China are dividends, the relevant applicant may be directly determined as having the status of a “beneficial owner”: • 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. 103 Table of Contents Further, according to Circular 9, agents or designated payees are not beneficial owners.
The Interim Measures on Off-campus Tutoring provides that the following circumstances shall constitute illegal off-campus tutoring, and relevant natural person, legal person or other organization conducting such illegal off-campus tutoring may be subject to various administrative penalties, such as orders to rectify or cease tutoring activities, returning fees charged, revocation of operation approval, warning, criticism and fines: (i) any natural person, legal person or other organization carries out after-school tutoring without requisite private school operating permit and meets certain conditions, including having a specific tutoring facility for offline tutoring activities or a specific website or application for online tutoring activities, two or more tutoring personnel and corresponding organizational structure and division of work; (ii) any natural person, legal person or other organization carries out certain after-school academic tutoring activities in a disguised form without meeting the conditions as prescribed above but also without a private school operating permit; (iii) any after-school tutoring institution carries out after-school tutoring beyond the scope of its private school operating permit; (iv) any after-school tutoring institution carries out after-school tutoring in violation of applicable laws and regulations; (v) any after-school tutoring institution has the problem of disorganized management; and (vi) any after-school tutoring institution organizes or participates in the organization of social competitions without approval for preschool children over 3 years of age, and primary and secondary school students.
The Interim Measures on Off-campus Tutoring provides that the following circumstances shall constitute illegal off-campus tutoring, and relevant natural person, legal person or other organization conducting such illegal off-campus tutoring may be subject to various administrative penalties, such as orders to rectify or cease tutoring activities, returning fees charged, revocation of operation approval, warning, criticism and fines: (i) any natural person, legal person or other organization carries out after-school tutoring without requisite private school operating permit and meets certain conditions, including having a specific tutoring facility for offline tutoring activities or a specific website or application for online tutoring activities, two or more tutoring personnel and corresponding organizational structure and division of work; (ii) any natural person, legal person or other organization carries out certain after-school academic tutoring activities in a disguised form without meeting the conditions as prescribed above but also without a private school operating permit; (iii) any after-school tutoring institution carries out after-school tutoring beyond the scope of its private school operating permit; (iv) any after-school tutoring institution carries out after-school tutoring in violation of applicable laws and regulations; (v) any after-school tutoring institution has the problem of disorganized management; and (vi) any after-school tutoring institution organizes or participates in the organization of social competitions without approval for preschool children over 3 years of age, and primary and secondary school students. 79 Table of Contents On February 8, 2024, the Ministry of Education issued the Administrative Regulations on Off-campus Tutoring (Draft for Comments), or the Draft Off-campus Tutoring Regulation, which regulates off-campus tutoring activities targeting primary and secondary school students and preschool students aged three to six, with the primary objectives of enhancing academic performance or developing interests and special talents.
According to the Circular On Several Policies for Further Encouraging the Development of Software Industry and Integrated Circuit Industry promulgated by the State Council in January 2011 and the Circular On Policies of Enterprises Income Tax for Further Encouraging the Development of Software Industry and Integrated Circuit Industry, jointly promulgated by the Ministry of Finance and the State Administration of Taxation in April 2012 and effective from January 1, 2011, or Circular 27, an enterprise that qualifies as a “software enterprise” established after January 1, 2011, or a software enterprise, is exempt from enterprise income tax for two years beginning in the enterprise’s first profitable year followed by a tax rate of 12.5% for the succeeding three years.
According to the Circular On Several Policies for Further Encouraging the Development of Software Industry and Integrated Circuit Industry promulgated by the State Council in January 2011 and the Circular On Policies of Enterprises Income Tax for Further Encouraging the Development of Software Industry and Integrated Circuit Industry, jointly promulgated by the Ministry of Finance and the State Administration of Taxation in April 2012 and effective from January 1, 2011, or an enterprise that qualifies as a “software enterprise” established after January 1, 2011 and could qualify the conditions of software enterprises specified in the Announcement [2021] No.10 of the Ministry of Finance, the State Taxation Administration, the National Development and Reform Commission, or the NDRC, and the MIIT, or a software enterprise, is exempt from enterprise income tax for two years beginning in the enterprise’s first profitable year followed by a tax rate of 12.5% for the succeeding three years.
Although both the circular and the bulletin only apply to offshore enterprises controlled by PRC enterprises and not those by PRC individuals, the determination criteria set forth in the circular and administration clarification made in the bulletin may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax residency status of offshore enterprises and how the administration measures should be implemented, regardless of whether they are controlled by PRC enterprises or PRC individuals.
Although both the circular and the bulletin only apply to offshore enterprises controlled by PRC enterprises and not those by PRC individuals, the determination criteria set forth in the circular and administration clarification made in the bulletin may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax residency status of offshore enterprises and how the administration measures should be implemented, regardless of whether they are controlled by PRC enterprises or PRC individuals. 102 Table of Contents In addition, the State Administration of Taxation issued a bulletin in January 2014, to provide more guidance on the implementation of the above circular.
Our total GMV from all sales channels, including Douyin, Taobao and East Buy mobile App, among others, amounted to RMB10.0 billion and RMB14.3 billion for fiscal year 2023 and 2024, respectively.
Our total GMV from all sales channels, including Douyin, Taobao and East Buy App, among others, amounted to RMB14.3 billion and RMB8.7 billion for fiscal year 2024 and 2025, respectively.
The subsidiaries of New Oriental China and Beijing Xuncheng engaged in the wholesale and retail distribution of books, periodicals and audio-visual products have obtained the relevant Permits for Operating Publications Business.
Our subsidiaries engaged in the wholesale and retail distribution of books, periodicals and audio-visual products have obtained the relevant Permits for Operating Publications Business.
For more information concerning our schools, learning centers and bookstores, see “Item 4. Information on the Company—B. Business Overview—Our Network.”
For more information concerning our schools, learning centers and bookstores, see “Item 4. Information on the Company—B. Business Overview—Our Network.” ITEM 4A. UNRESOLVED STAFF COMMENTS None.
On April 8, 2021, the General Office of the Chinese Ministry of Education enacted the Notice of Strengthening the Management of Homework for Compulsory Education, which requires that the local governments shall implement prohibition measures on leaving homework as an important part of the daily supervision on after-school training institutions in accordance with relevant regulations, and in order to avoid reducing the burden in schools but increasing the burden after-school, after-school training institutions shall not leave homework to primary and secondary school students. 75 Table of Contents On July 24, 2021, the General Office of State Council and the General Office of Central Committee of the Communist Party of China jointly promulgated the Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education, or the Alleviating Burden Opinion, which provides that, among other things, (i) local government authorities shall no longer approve new after-school tutoring institutions providing tutoring services on academic subjects for students in compulsory education, and the existing after-school tutoring institutions providing tutoring services on academic subjects shall be registered as non-profit; (ii) online Academic AST Institutions that have filed with the local education administration authorities providing tutoring services on academic subjects shall be subject to review and re-approval procedures by competent government authorities, and any failure to obtain such approval will result in the cancellation of its previous filing and ICP license; (iii) Academic AST Institutions are prohibited from raising funds by listing on stock markets or conducting any capitalization activities and listed companies are prohibited from investing in Academic AST Institutions through capital markets fund raising activities, or acquiring assets of Academic AST Institutions by paying cash or issuing securities; and (iv) foreign capital is prohibited from controlling or participating in any Academic AST Institutions through mergers and acquisitions, entrusted operation, joining franchise or variable interest entities.
On July 24, 2021, the General Office of State Council and the General Office of Central Committee of the Communist Party of China jointly promulgated the Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education, or the Alleviating Burden Opinion, which provides that, among other things, (i) local government authorities shall no longer approve new after-school tutoring institutions providing tutoring services on academic subjects for students in compulsory education, and the existing after-school tutoring institutions providing tutoring services on academic subjects shall be registered as non-profit; (ii) online Academic AST Institutions that have filed with the local education administration authorities providing tutoring services on academic subjects shall be subject to review and re-approval procedures by competent government authorities, and any failure to obtain such approval will result in the cancellation of its previous filing and ICP license; (iii) Academic AST Institutions are prohibited from raising funds by listing on stock markets or conducting any capitalization activities and listed companies are prohibited from investing in Academic AST Institutions through capital markets fund raising activities, or acquiring assets of Academic AST Institutions by paying cash or issuing securities; and (iv) foreign capital is prohibited from controlling or participating in any Academic AST Institutions through mergers and acquisitions, entrusted operation, joining franchise or variable interest entities. 76 Table of Contents Any violation of the foregoing shall be rectified.
Regulations Related to Online Transmission of Audio-Visual Programs To regulate the provision of audio-visual program services to the public via the internet, including through mobile networks, within the territory of the PRC, the State Administration of Press Publication Radio Film and Television and the Ministry of Industry and Information Technology jointly promulgated the Administrative Provisions on Internet Audio-Visual Program Service, or the Audio-Visual Program Provisions, on December 20, 2007, which came into effect on January 31, 2008 and was last amended on August 28, 2015.
However, due to the ambiguity of the definition of “Radio and Television Programs,” there is uncertainty as to whether our online business falls within such definition. 83 Table of Contents Regulations Related to Online Transmission of Audio-Visual Programs To regulate the provision of audio-visual program services to the public via the internet, including through mobile networks, within the territory of the PRC, the State Administration of Press Publication Radio Film and Television and the Ministry of Industry and Information Technology jointly promulgated the Administrative Provisions on Internet Audio-Visual Program Service, or the Audio-Visual Program Provisions, on December 20, 2007, which came into effect on January 31, 2008 and was last amended on August 28, 2015.
We have established well-developed methods for hiring, training and retaining qualified teachers, which include a rigorous recruiting process, periodic training in teaching methods and skills, school culture and philosophy, as well as a competitive base salary coupled with performance-based bonuses.
Our Teachers We have a team of passionate and high quality teachers that are essential to our success. We have established well-developed methods for hiring, training and retaining qualified teachers, which include a rigorous recruiting process, periodic training in teaching methods and skills, school culture and philosophy, as well as a competitive base salary coupled with performance-based bonuses.
Regulations on Publishing and Distribution of Publications The State Council promulgated the Administrative Regulations on Publication, or the Publication Regulations, which was most recently amended on November 29, 2020.
Regulations on Publishing and Distribution of Publications The State Council promulgated the Administrative Regulations on Publication, or the Publication Regulations, which was most recently amended on December 6, 2024.
The measures provides, among others, that (i) tuition fees collected by an online or offline academic after-school tutoring institution shall not be collected in a lump sum for more than 60 course sessions when charged based on the number of classes, or for a course length of more than three months when charged based on the length of the course; (ii) tuition fees shall not be collected earlier than one month before commence of new course sessions when charged based on the length of the course, and shall not be collected earlier than one month or the date when there are still more than twenty course sessions left before commence of new course sessions when charged based on the number of the classes; and (iii) an academic after-school tutoring institution shall set up a custodian bank account for pre-payment tuition fees it collects and the bank will provide fund custodian services without charging from the academic after-school tutoring institution and students.
The measures provides, among others, that (i) tuition fees collected by an online or offline academic after-school tutoring institution shall not be collected in a lump sum for more than 60 course sessions when charged based on the number of classes, or for a course length of more than three months when charged based on the length of the course; (ii) tuition fees shall not be collected earlier than one month before commence of new course sessions when charged based on the length of the course, and shall not be collected earlier than one month or the date when there are still more than twenty course sessions left before commence of new course sessions when charged based on the number of the classes; and (iii) an academic after-school tutoring institution shall set up a custodian bank account for pre-payment tuition fees it collects and the bank will provide fund custodian services without charging from the academic after-school tutoring institution and students. 81 Table of Contents Pursuant to the Law for Protection of Minors, online education products and services which are targeted at minors shall not include any links to online games or provide any push advertisements and other information that is irrelevant to teaching.
In addition, SAFE has strengthened its oversight of the flow and use of the paid-in capital of a foreign-invested company settled in RMB converted from foreign currencies. The use of such RMB paid-in capital may not be changed without SAFE’s approval.
In addition, SAFE has strengthened its oversight of the flow and use of the paid-in capital of a foreign-invested company settled in RMB converted from foreign currencies. The use of such RMB paid-in capital may not be changed without SAFE’s approval. Violations of Circular 142 will result in severe monetary or other penalties.
In our fiscal year ended May 31, 2024, we had approximately 1,050,000 student enrollments in our test preparation courses. Approximately 491,000 of our student enrollments in our fiscal year ended May 31, 2024 were in overseas test preparation courses and the other 559,000 were in PRC test preparation courses.
In our fiscal year ended May 31, 2025, we had approximately 1,102,000 student enrollments in our test preparation courses. Approximately 556,000 of our student enrollments in our fiscal year ended May 31, 2025 were in overseas test preparation courses and the other 546,000 were in PRC test preparation courses.
The equity pledges of Century Friendship under these equity pledge agreements have been registered with the Haidian District, Beijing branch of the State Administration for Market Regulation.
The equity pledges of Century Friendship under these equity pledge agreements have been registered with the Haidian District, Beijing branch of the State Administration for Market Regulation. The terms of the April 2012 equity pledge agreements are substantially the same as the 2006 equity pledge agreements.
Location Schools Learning Centers Bookstores Location Schools Learning Centers Bookstores Beijing 5 26 1 Luoyang 1 6 — Shanghai 1 38 1 Nantong 1 6 — Guangzhou 1 55 1 Hohhot 1 7 — Wuhan 1 35 — Jilin 1 — — Yangzhou 1 8 — Guiyang 1 5 — Tianjin 1 21 — Tangshan 1 7 — Xi’ an 1 38 1 Urumqi 1 1 — Nanjing 2 62 — Shiyan 1 — — Shenyang 1 12 — Quanzhou 1 5 — Chongqing 1 30 1 Wenzhou 1 3 — Chengdu 1 35 — Weifang 1 5 — Shenzhen 1 24 — Zhuhai 1 6 — Xiangyang 1 11 — Baoding 1 2 — Taiyuan 1 28 — Yantai 1 5 — Haerbin 1 9 1 Kaifeng 1 4 — Changsha 1 28 — Nanyang 1 — — Jinan 1 37 — Shaoxing 1 3 — Zhengzhou 1 22 — Huzhou 1 — — Hangzhou 1 48 — Hong Kong 1 — — Changchun 1 19 1 Yancheng 1 3 — Shijiazhuang 1 11 — Jiaozuo 1 1 — Suzhou 2 37 — Dongguan 1 4 — Hefei 1 44 — Haikou 1 1 — Kunming 1 12 — Mianyang 1 — — Wuxi 1 26 — Changshu 1 — — Foshan 1 8 — Jinzhong 1 — — Fuzhou 1 24 — Huizhou 1 — — Nanchang 1 20 — Chengde 1 — — Dalian 1 10 — Zhumadian 1 — — Lanzhou 1 12 1 Weihai 1 — — Huangshi 1 — — Xuchang 1 1 — Ningbo 1 5 — Changzhou 1 2 — Xiamen 1 17 — Huaian 1 10 — Qingdao 2 22 — Taizhou 1 4 — Nanning 1 6 — Wuhu 1 — — Xuzhou 1 6 — Langfang 1 — — Zhenjiang 1 6 — Kunshan 1 1 TOTAL 81 944 8 66 Table of Contents Our Educational Programs, Services and Products We provide various educational programs, services and products.
The following table sets forth information about the locations of our schools, learning centers and bookstores as of May 31, 2025. 66 Table of Contents Location Schools Learning Centers Bookstores Location Schools Learning Centers Bookstores Beijing 5 39 1 Xuzhou 1 6 — Shanghai 1 48 1 Zhenjiang 1 9 — Guangzhou 1 67 1 Luoyang 1 11 — Wuhan 1 49 — Nantong 1 10 — Yangzhou 1 10 — Hohhot 1 9 — Tianjin 1 30 — Jilin 1 — — Xi’ an 1 45 1 Guiyang 1 7 — Nanjing 2 81 — Tangshan 1 7 — Shenyang 1 21 — Urumqi 1 3 — Chongqing 1 35 1 Shiyan 1 — — Chengdu 1 49 — Quanzhou 1 9 — Shenzhen 1 31 — Wenzhou 1 5 — Xiangyang 1 13 — Weifang 1 6 — Taiyuan 1 34 — Zhuhai 1 7 — Haerbin 1 9 1 Baoding 1 4 — Changsha 1 35 — Yantai 1 7 — Jinan 1 51 — Kaifeng 1 7 — Zhengzhou 1 31 — Shaoxing 1 3 — Hangzhou 1 62 — Huzhou 1 — — Changchun 1 23 1 Hong Kong 1 — — Shijiazhuang 1 18 — Yancheng 1 3 — Suzhou 2 38 — Jiaozuo 1 2 — Hefei 1 50 — Dongguan 1 5 — Kunming 1 10 — Haikou 1 2 — Wuxi 1 32 — Mianyang 1 1 — Foshan 1 11 — Changshu 1 2 — Fuzhou 1 29 — Jinzhong 1 — — Nanchang 1 37 — Chengde 1 — — Dalian 1 12 — Weihai 1 — — Lanzhou 1 12 1 Xuchang 1 2 — Huangshi 1 — — Changzhou 1 4 — Ningbo 1 5 — Huaian 1 14 — Xiamen 1 26 — Taizhou 1 11 — Qingdao 2 31 — Wuhu 1 — — Nanning 1 10 — Kunshan 1 1 TOTAL 77 1,241 8 Our Educational Programs, Services and Products We provide various educational programs, services and products.
In December 2023, SAFE promulgated the Circular on Further Deepening Reforms to Facilitate Cross-border Trade and Investment, which, among other things, provides that the use of capital funds of non-financial enterprises, foreign exchange income under foreign debt and RMB funds derived from foreign exchange settlement shall follow the principle of truthfulness and self-use, and shall not be used directly or indirectly for expenditures prohibited by national laws and regulations; unless otherwise expressly provided, it shall not be used directly or indirectly for investment in securities or other investment and wealth management (except for wealth management products and structured deposits with risk ratings of not higher than Level 2); and it shall not be used for the issuance of loans to non-affiliated enterprises (except for those expressly permitted in the scope of business and the four specific areas of China); and shall not be used for the purchase of non-self-use residential properties (except for enterprises engaged in real estate development and operation and real estate leasing and operation).
Under the prerequisite of ensuring true and compliant use of funds and compliance and complying with the prevailing administrative provisions on use of income from capital projects, enterprises which satisfy the criteria are allowed to use income under the capital account, such as capital funds, foreign debt and overseas listing, etc., for domestic payment, without the need to provide proof materials for veracity to the bank beforehand for each transaction. 98 Table of Contents In December 2023, SAFE promulgated the Circular on Further Deepening Reforms to Facilitate Cross-border Trade and Investment, which, among other things, provides that the use of capital funds of non-financial enterprises, foreign exchange income under foreign debt and RMB funds derived from foreign exchange settlement shall follow the principle of truthfulness and self-use, and shall not be used directly or indirectly for expenditures prohibited by national laws and regulations; unless otherwise expressly provided, it shall not be used directly or indirectly for investment in securities or other investment and wealth management (except for wealth management products and structured deposits with risk ratings of not higher than Level 2); and it shall not be used for the issuance of loans to non-affiliated enterprises (except for those expressly permitted in the scope of business and the four specific areas of China); and shall not be used for the purchase of non-self-use residential properties (except for enterprises engaged in real estate development and operation and real estate leasing and operation).

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor the Years Ended May 31, (in thousands of US$) 2022 2023 2024 Net revenues of the reportable segments: Educational services and test preparation courses 2,669,020 1,914,865 2,716,174 Private label products and livestreaming e-commerce 3,003 557,508 900,614 Overseas study consulting services 325,901 354,764 439,744 Total net revenues of the reportable segments 2,997,924 2,827,137 4,056,532 Total net revenues of our company 3,105,246 2,997,760 4,313,586 Operating cost and expenses of the reportable segments: Cost of revenues: Educational services and test preparation courses (1,508,412 ) (793,423 ) (1,027,889 ) Private label products and livestreaming e-commerce (2,476 ) (345,211 ) (677,270 ) Overseas study consulting services (165,673 ) (179,284 ) (214,602 ) Selling and marketing: Educational services and test preparation courses (346,508 ) (261,606 ) (348,121 ) Private label products and livestreaming e-commerce (6,264 ) (45,611 ) (124,975 ) Overseas study consulting services (72,847 ) (80,528 ) (92,865 ) General and administrative: Educational services and test preparation courses (1,362,285 ) (519,765 ) (755,074 ) Private label products and livestreaming e-commerce (18,818 ) (34,238 ) (77,626 ) Overseas study consulting services (61,258 ) (61,861 ) (57,204 ) Total operating cost and expenses of the reportable segments (3,544,541 ) (2,321,527 ) (3,375,626 ) Total operating cost and expenses of our company (4,087,759 ) (2,807,714 ) (3,963,161 ) 120 Table of Contents Fiscal Year Ended May 31, 2024 Compared to Fiscal Year Ended May 31, 2023 Net Revenues of Reportable Segments Net Revenues of Educational Services and Test Preparation Courses Net revenues from our educational services and test preparation courses increased by 41.8% from US$1,914.9 million for the fiscal year ended May 31, 2023 to US$2,716.2 million for the fiscal year ended May 31, 2024, primarily due to the increase in student enrollment in the programs and courses we offered.
Biggest changeFor the years ended May 31, (in thousands of US$) 2023 2024 2025 Net revenues of the reportable segments: Educational services and test preparation courses 1,914,865 2,716,174 3,456,189 Private label products and livestreaming e-commerce 557,508 900,614 600,281 Overseas study consulting services 354,764 439,744 516,367 Others 170,623 257,054 327,425 Total net revenues of our company 2,997,760 4,313,586 4,900,262 Cost of revenues: Educational services and test preparation courses (793,423 ) (1,027,889 ) (1,319,315 ) Private label products and livestreaming e-commerce (345,211 ) (677,270 ) (410,377 ) Overseas study consulting services (179,284 ) (214,602 ) (251,782 ) Others (91,520 ) (131,199 ) (201,817 ) Total cost of revenue of our company (1,409,438 ) (2,050,960 ) (2,183,291 ) Selling and marketing: Educational services and test preparation courses (261,606 ) (348,121 ) (414,669 ) Private label products and livestreaming e-commerce (45,611 ) (124,975 ) (121,421 ) Overseas study consulting services (80,528 ) (92,865 ) (103,015 ) Others (45,657 ) (77,785 ) (121,174 ) Total selling and marketing expenses of our company (433,402 ) (643,746 ) (760,279 ) General and administrative: Educational services and test preparation courses (519,765 ) (755,074 ) (913,775 ) Private label products and livestreaming e-commerce (34,238 ) (77,626 ) (78,778 ) Overseas study consulting services (61,861 ) (57,204 ) (79,071 ) Others (65,725 ) (75,657 ) (93,100 ) Total general and administrative expenses of our company (681,589 ) (965,561 ) (1,164,724 ) Unallocated corporate expenses (283,285 ) (302,894 ) (363,718 ) Segment operating income/(loss): Educational services and test preparation courses 340,071 585,090 808,430 Private label products and livestreaming e-commerce 132,448 20,743 (10,295 ) Overseas study consulting services 33,091 75,073 82,499 Others (32,279 ) (27,587 ) (88,666 ) Total operating income of our company 190,046 350,425 428,250 Fiscal Year Ended May 31, 2025 Compared to Fiscal Year Ended May 31, 2024 Net Revenues of Reportable Segments Net Revenues of Educational Services and Test Preparation Courses Net revenues from our educational services and test preparation courses increased by 27.2% from US$2,716.2 million for the fiscal year ended May 31, 2024 to US$3,456.2 million for the fiscal year ended May 31, 2025, primarily due to the increase in student enrollment in the programs and courses we offered.
Risk Factors—Risks Related to Our Corporate Structure” for more information, including the risk factors titled “If the PRC government finds that the agreements that establish the structure for operating some of our China business do not comply with applicable PRC laws and regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “We rely on contractual arrangements for our operations in China, which is not as effective in providing operational control as direct ownership.” Dividend Distributions Under PRC law, each of our PRC subsidiaries, variable interest entities and their respective subsidiaries which is not a for-profit private school is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory surplus reserve until such reserve reaches 50% of its registered capital and to further set aside a portion of its after-tax profit to fund the reserve fund at the discretion of our board of directors.
Risk Factors—Risks Related to Our Corporate Structure” for more information, including the risk factors titled “If the PRC government finds that the agreements that establish the structure for operating some of our China business do not comply with applicable PRC laws and regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “We rely on contractual arrangements for our operations in China, which is not as effective in providing operational control as direct ownership.” 128 Table of Contents Dividend Distributions Under PRC law, each of our PRC subsidiaries, variable interest entities and their respective subsidiaries which is not a for-profit private school is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory surplus reserve until such reserve reaches 50% of its registered capital and to further set aside a portion of its after-tax profit to fund the reserve fund at the discretion of our board of directors.
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since June 1, 2024 that are reasonably likely to have a material effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since June 1, 2025 that are reasonably likely to have a material effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Risk Factors—Risks Related to Doing Business in China—We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, which may subject us to PRC income tax for our global income and withholding for any dividends we pay to our non-PRC shareholders and ADS holders.” Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated.
Risk Factors—Risks Related to Doing Business in China—We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, which may subject us to PRC income tax for our global income and withholding for any dividends we pay to our non-PRC shareholders and ADS holders.” 117 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated.
Material cash requirements Our material cash requirements as of May 31, 2024 and any subsequent interim period primarily include our capital expenditures, operating lease commitments, long-term debt obligations and funds used for share repurchase and dividend payment. The expansion of our existing program, service and product offerings to new areas and launch of new business initiatives have required investment.
Material cash requirements Our material cash requirements as of May 31, 2025 and any subsequent interim period primarily include our capital expenditures, operating lease commitments, long-term debt obligations and funds used for share repurchase and dividend payment. The expansion of our existing program, service and product offerings to new areas and launch of new business initiatives have required investment.
Among our schools in four major cities from which we derived a significant portion of our revenues in the fiscal year ended May 31, 2024, three schools are subject to the standard 25% enterprise income tax rate and one school was not required by the governing tax bureau to pay any enterprise income tax from its establishment through May 31, 2024.
Among our schools in four major cities from which we derived a significant portion of our revenues in the fiscal year ended May 31, 2025, three schools are subject to the standard 25% enterprise income tax rate and one school was not required by the governing tax bureau to pay any enterprise income tax from its establishment through May 31, 2025.
In addition, some of our subsidiaries and consolidated affiliated entities are entitled to an exemption from the enterprise income tax for two years beginning the enterprise’s first profitable year followed by a tax rate of 12.5% for the succeeding three years because of their qualifications as “Newly Established Software Enterprises.” 115 Table of Contents In addition, under the current regulatory regime, whether our schools are entitled to any preferential income tax treatment remains unclear, and practice varies across different cities in China.
In addition, some of our subsidiaries and consolidated affiliated entities are entitled to an exemption from the enterprise income tax for two years beginning the enterprise’s first profitable year followed by a tax rate of 12.5% for the succeeding three years because of their qualifications as “Newly Established Software Enterprises.” In addition, under the current regulatory regime, whether our schools are entitled to any preferential income tax treatment remains unclear, and practice varies across different cities in China.
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of May 31, 2024. Holding Company Structure Overview New Oriental is a holding company with no material operations of its own.
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of May 31, 2025. Holding Company Structure Overview New Oriental is a holding company with no material operations of its own.
As of May 31, 2024, we repurchased an aggregate principal amount of US$285.6 million of the notes with a total cash consideration of US$271.0 million, and the outstanding principal amount of the unsecured senior notes was US$14.4 million.
As of May 31, 2025, we repurchased an aggregate principal amount of US$285.6 million of the notes with a total cash consideration of US$271.0 million, and the outstanding principal amount of the unsecured senior notes was US$14.4 million.
We identified educational services and test preparation courses, private label products and livestreaming e-commerce and overseas study consulting services as our three reportable segments for the fiscal year ended May 31, 2024.
We identified educational services and test preparation courses, private label products and livestreaming e-commerce and overseas study consulting services as our three reportable segments for the fiscal year ended May 31, 2025.
We believe these guidelines, procedures and safeguards increase our ability to avoid infringing or potentially infringing activities, reduce our exposure to third-party claims and protect our reputation as a company that respects the intellectual property rights of third parties. Insurance We maintain various insurance policies to safeguard against risks and unexpected events.
We believe these guidelines, procedures and safeguards increase our ability to avoid infringing or potentially infringing activities, reduce our exposure to third-party claims and protect our reputation as a company that respects the intellectual property rights of third parties. 131 Table of Contents Insurance We maintain various insurance policies to safeguard against risks and unexpected events.
Our operating segment, educational materials and distribution, individually did not exceed the 10% quantitative threshold during the fiscal year ended May 31, 2022, and as a result, was aggregated in others.
Our operating segment, educational materials and distribution, individually did not exceed the 10% quantitative threshold during the fiscal year ended May 31, 2025, and as a result, was aggregated in others.
Net revenues from overseas study consulting services accounted for 10.5%, 11.8% and 10.2%, respectively, of our total net revenues in the fiscal years ended May 31, 2022, 2023 and 2024.
Net revenues from overseas study consulting services accounted for 11.8%, 10.2% and 10.5%, respectively, of our total net revenues in the fiscal years ended May 31, 2023, 2024 and 2025.
We account for teaching fees and performance-linked bonuses paid to our teachers as cost of revenues as they are directly associated with the provision of educational services. Cost of revenues for private label products and livestreaming e-commerce and other services primarily consists of labor cost and procurement cost of goods.
We account for teaching fees and performance-linked bonuses paid to our teachers as cost of revenues as they are directly associated with the provision of educational services. 115 Table of Contents Cost of revenues for private label products and livestreaming e-commerce and other services primarily consists of labor cost and procurement cost of goods.
We employed approximately 26,600 and 35,700 teachers as of May 31, 2023 and 2024, respectively. 117 Table of Contents • Cost of Revenues . Our cost of revenues increased by 45.5% from US$1,409.4 million in the fiscal year ended May 31, 2023 to US$2,051.0 million in the fiscal year ended May 31, 2024.
We employed approximately 26,600 and 35,700 teachers as of May 31, 2023 and 2024, respectively. • Cost of Revenues . Our cost of revenues increased by 45.5% from US$1,409.4 million in the fiscal year ended May 31, 2023 to US$2,051.0 million in the fiscal year ended May 31, 2024.
We believe that we will be able to fund our capital needs in the foreseeable future through cash generated from our operating activities. 125 Table of Contents Our operating lease commitments consist of the commitments under the lease agreements for our schools, learning centers, office premises and other facilities.
We believe that we will be able to fund our capital needs in the foreseeable future through cash generated from our operating activities. Our operating lease commitments consist of the commitments under the lease agreements for our schools, learning centers, office premises and other facilities.
Organizational Structure—Contractual Arrangements with New Oriental China, Its Schools and Subsidiaries and Its Shareholder” and “—Contractual Arrangements with Beijing Xuncheng, Its Subsidiaries and Shareholders” for a summary of these contractual arrangements. In the fiscal years ended May 31, 2022, 2023 and 2024, the consolidated affiliated entities contributed in aggregate 99.6%, 99.5% and 99.2%, respectively, of our total net revenues.
Organizational Structure—Contractual Arrangements with New Oriental China, Its Schools and Subsidiaries and Its Shareholder” and “—Contractual Arrangements with Beijing Xuncheng, Its Subsidiaries and Shareholders” for a summary of these contractual arrangements. In the fiscal years ended May 31, 2023, 2024 and 2025, the consolidated affiliated entities contributed in aggregate 99.5%, 99.2% and 99.8%, respectively, of our total net revenues.
Selling and marketing expenses for private label products and livestreaming e-commerce increased by 174.0% from US$45.6 million for the fiscal year ended May 31, 2023 to US$125.0 million for the fiscal year ended May 31, 2024, primarily due to an increase in staff costs. 121 Table of Contents • General and Administrative Expenses .
Selling and marketing expenses for private label products and livestreaming e-commerce increased by 174.0% from US$45.6 million for the fiscal year ended May 31, 2023 to US$125.0 million for the fiscal year ended May 31, 2024, primarily due to an increase in staff costs. • General and Administrative Expenses .
Our net cash used in operating activities in the fiscal year ended May 31, 2024 reflected net income of US$325.2 million, as adjusted by the reconciliation of certain non-cash items, including US$100.6 million in depreciation and US$122.5 million in share-based compensation expense.
Net cash provided by operating activities amounted to US$1,122.6 million in the fiscal year ended May 31, 2024. Our net cash used in operating activities in the fiscal year ended May 31, 2024 reflected net income of US$325.2 million, as adjusted by the reconciliation of certain non-cash items, including US$100.6 million in depreciation and US$122.5 million in share-based compensation expense.
As a result of the foregoing, our net income increased by 38.2% from US$235.4 million in the fiscal year ended May 31, 2023 to US$325.2 million in the fiscal year ended May 31, 2024. Fiscal Year Ended May 31, 2023 Compared to Fiscal Year Ended May 31, 2022 Net Revenues .
As a result of the foregoing, our net income increased by 38.2% from US$235.4 million in the fiscal year ended May 31, 2023 to US$325.2 million in the fiscal year ended May 31, 2024.
Under the current law of the Cayman Islands, we are not subject to income or capital gains tax. Our majority-owned subsidiary, East Buy, is incorporated in the Cayman Islands. The dividend payments of East Buy are not subject to withholding tax in the Cayman Islands.
Under the current law of the Cayman Islands, we are not subject to income or capital gains tax. Our majority-owned subsidiary, East Buy, is incorporated in the Cayman Islands.
Our income tax expense increased by 66.0% from US$66.1 million in the fiscal year ended May 31, 2023 to US$109.7 million in the fiscal year ended May 31, 2024. The increase was primarily due to the increase in current income tax expenses. Net Income.
Our income tax expense increased by 66.0% from US$66.1 million in the fiscal year ended May 31, 2023 to US$109.7 million in the fiscal year ended May 31, 2024. The increase was primarily due to the increase in current income tax expenses. 120 Table of Contents Net Income.
In the fiscal years ended May 31, 2022, 2023 and 2024, we generated total net revenues of US$3,105.2 million, US$2,997.8 million and US$4,313.6 million, respectively.
In the fiscal years ended May 31, 2023, 2024 and 2025, we generated total net revenues of US$2,997.8 million, US$4,313.6 million and US$4,900.3 million, respectively.
As of May 31, 2024, the payment due within one year and thereafter for our operating lease commitments amounted to US$707.3 million. Our long-term debt obligations consist of the principal amount and cash interests in connection with unsecured senior notes issued in July 2020.
As of May 31, 2025, the payment due within one year and thereafter for our operating lease commitments amounted to US$852.6 million. Our long-term debt obligations consist of the principal amount and cash interests in connection with unsecured senior notes issued in July 2020.
As of May 31, 2022, 2023 and 2024, the total amount of service fees payable to our PRC subsidiaries from the variable interest entities under the service agreements was US$580.8 million, US$61.8 million and US$309.1 million, respectively.
As of May 31, 2023, 2024 and 2025, the total amount of service fees payable to our PRC subsidiaries from the variable interest entities under the service agreements was US$61.8 million, US$309.1 million and US$393.5 million, respectively.
Our capital expenditures were US$150.7 million, US$143.0 million and US$283.4 million in the fiscal years ended May 31, 2022, 2023 and 2024, respectively. Our capital expenditures are incurred primarily in connection with facility acquisitions, leasehold improvements and investments in equipment, technology and operating systems.
Our capital expenditures were US$143.0 million, US$283.4 million and US$259.2 million in the fiscal years ended May 31, 2023, 2024 and 2025, respectively. Our capital expenditures are incurred primarily in connection with facility acquisitions, leasehold improvements and investments in equipment, technology and operating systems.
Revenues from educational services and test preparation courses accounted for 86.0%, 63.9% and 63.0%, respectively, of our total net revenues in the fiscal years ended May 31, 2022, 2023 and 2024.
Revenues from educational services and test preparation courses accounted for 63.9%, 63.0% and 70.5%, respectively, of our total net revenues in the fiscal years ended May 31, 2023, 2024 and 2025.
Net revenues from our educational services and test preparation courses accounted for 86.0%, 63.9% and 63.0%, respectively, of our total net revenues in the fiscal years ended May 31, 2022, 2023 and 2024.
Net revenues from our educational services and test preparation courses accounted for 63.9%, 63.0% and 70.5%, respectively, of our total net revenues in the fiscal years ended May 31, 2023, 2024 and 2025.
Our operations not conducted through contractual arrangements with the variable interest entities primarily consist of the leasing of our commercial property. As of May 31, 2023 and 2024, the consolidated affiliated entities accounted for an aggregate of 56.1% and 62.2%, respectively, of our total assets, and 95.2% and 96.7%, respectively, of our total liabilities.
Our operations not conducted through contractual arrangements with the variable interest entities primarily consist of the leasing of our commercial property. As of May 31, 2024 and 2025, the consolidated affiliated entities accounted for an aggregate of 62.2% and 68.7%, respectively, of our total assets, and 96.7% and 97.2%, respectively, of our total liabilities.
We currently derive revenues from the following sources: • net service revenues, which accounted for 98.2%, 84.9% and 81.2% of our total net revenues in the fiscal years ended May 31, 2022, 2023 and 2024, respectively; and • net product revenues, which accounted for 1.8%, 15.1% and 18.8% of our total net revenues in the fiscal years ended May 31, 2022, 2023 and 2024, respectively.
We currently derive revenues from the following sources: • net service revenues, which accounted for 84.9%, 81.2% and 88.4% of our total net revenues in the fiscal years ended May 31, 2023, 2024 and 2025, respectively; and • net product revenues, which accounted for 15.1%, 18.8% and 11.6% of our total net revenues in the fiscal years ended May 31, 2023, 2024 and 2025, respectively.
As of May 31, 2024, we had US$1,389.4 million and US$199.7 million in cash and cash equivalents and restricted cash, respectively. Our cash and cash equivalents consist of cash on hand and liquid investments that are unrestricted as to withdrawal or use, have maturities of three months or less and are placed with banks and other financial institutions.
As of May 31, 2025, we had US$1,612.4 million and US$204.8 million in cash and cash equivalents and restricted cash, respectively. Our cash and cash equivalents consist of cash on hand and liquid investments that are unrestricted as to withdrawal or use, have maturities of three months or less and are placed with banks and other financial institutions.
For the Years Ended May 31, 2022 2023 2024 (in thousands, except percentages) US$ % US$ % US$ % Allocation of Share-based Compensation Expense: Cost of revenues (131 ) (0.1 ) 2,749 3.1 19,966 16.3 Selling and marketing (2,437 ) (1.8 ) 5,750 6.4 26,053 21.3 General and administrative 135,536 101.9 81,289 90.5 76,440 62.4 Total 132,968 100.0 89,788 100.0 122,459 100.0 For options granted to our employees and directors, we record share-based compensation expenses based on the fair value of our common shares underlying options as of the date of option grant and amortize the expenses over the vesting periods of the options.
For the Years Ended May 31, 2023 2024 2025 (in thousands, except percentages) US$ % US$ % US$ % Allocation of Share-based Compensation Expense: Cost of revenues 2,749 3.1 19,966 16.3 (1,261 ) (2.1 ) Selling and marketing 5,750 6.4 26,053 21.3 4,658 7.8 General and administrative 81,289 90.5 76,440 62.4 56,536 94.3 Total 89,788 100.0 122,459 100.0 59,933 100.0 For options granted to our employees and directors, we record share-based compensation expenses based on the fair value of our common shares underlying options as of the date of option grant and amortize the expenses over the vesting periods of the options.
Net revenues from private label products and livestreaming e-commerce accounted for 0.1%, 18.6% and 20.9%, respectively, of our total net revenues in the fiscal years ended May 31, 2022, 2023 and 2024.
Net revenues from private label products and livestreaming e-commerce accounted for 18.6%, 20.9% and 12.2%, respectively, of our total net revenues in the fiscal years ended May 31, 2023, 2024 and 2025.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.” On August 19, 2024, our board of directors declared a special cash dividend in the amount of US$0.60 per ADS or US$0.06 per common share to holders of ADSs and common shares of record as of the close of business on September 9, 2024.
On August 19, 2024, our board of directors declared a special cash dividend in the amount of US$0.60 per ADS or US$0.06 per common share to holders of ADSs and common shares of record as of the close of business on September 9, 2024.
As of May 31, 2024, the net assets of our PRC subsidiaries and variable interest entities and their schools and subsidiaries which were restricted due to statutory reserve requirements and other applicable laws and regulations, and thus not available for distribution, were in aggregate US$956.1 million, and the net assets of our PRC subsidiaries and variable interest entities and their schools and subsidiaries which were unrestricted and thus available for distribution were in aggregate US$2,374.6 million.
As of May 31, 2025, the net assets of our PRC subsidiaries and variable interest entities and their schools and subsidiaries which were restricted due to statutory reserve requirements and other applicable laws and regulations, and thus not available for distribution, were in aggregate US$973.3 million, and the net assets of our PRC subsidiaries and variable interest entities and their schools and subsidiaries which were unrestricted and thus available for distribution were in aggregate US$1,869.0 million.
General and administrative expenses for private label products and livestreaming e-commerce increased by 126.7% from US$34.2 million for the fiscal year ended May 31, 2023 to US$77.6 million for the fiscal year ended May 31, 2024, primarily due to an increase in staff costs and share-based compensation expenses.
General and administrative expenses for private label products and livestreaming e-commerce increased by 126.7% from US$34.2 million for the fiscal year ended May 31, 2023 to US$77.6 million for the fiscal year ended May 31, 2024, primarily due to an increase in staff costs and share-based compensation expenses. 124 Table of Contents Operating Cost and Expenses of Overseas Study Consulting Services • Cost of Revenues .
Hong Kong Under the current Hong Kong Inland Revenue Ordinance, from the year of assessment 2018/2019 onwards, the subsidiaries in Hong Kong are subject to profits tax at the rate of 8.25% on assessable profits up to HK$2,000,000; and 16.5% on any part of assessable profits over HK$2,000,000.
The dividend payments of East Buy are not subject to withholding tax in the Cayman Islands. 116 Table of Contents Hong Kong Under the current Hong Kong Inland Revenue Ordinance, from the year of assessment 2018/2019 onwards, the subsidiaries in Hong Kong are subject to profits tax at the rate of 8.25% on assessable profits up to HK$2,000,000; and 16.5% on any part of assessable profits over HK$2,000,000.
General and administrative expenses for our educational services and test preparation courses decreased by 61.8% from US$1,362.3 million for the fiscal year ended May 31, 2022 to US$519.8 million for the fiscal year ended May 31, 2023, primarily due to the factors discussed in “—Results of Operations—Fiscal Year Ended May 31, 2023 Compared to Fiscal Year Ended May 31, 2022—Operating Costs and Expenses—General and Administrative Expenses.” Operating Cost and Expenses of Private Label Products and Livestreaming E-commerce • Cost of Revenues .
General and administrative expenses for our educational services and test preparation courses increased by 21.0% from US$755.1 million for the fiscal year ended May 31, 2024 to US$913.8 million for the fiscal year ended May 31, 2025, primarily due to the factors discussed in “—Results of Operations—Fiscal Year Ended May 31, 2025 Compared to Fiscal Year Ended May 31, 2024—Operating Costs and Expenses—General and Administrative Expenses.” Operating Cost and Expenses of Private Label Products and Livestreaming E-commerce • Cost of Revenues .
Net cash used in investing activities amounted to US$1,153.9 million in the fiscal year ended May 31, 2024, compared to net cash used in investing activities amounted to US$37.4 million in the fiscal year ended May 31, 2023 and net cash provided by investing activities of US$1,168.5 million in the fiscal year ended May 31, 2022.
Net cash used in investing activities amounted to US$93.4 million in the fiscal year ended May 31, 2025, compared to net cash used in investing activities amounted to US$1,153.9 million in the fiscal year ended May 31, 2024 and net cash used in investing activities amounted to US$37.4 million in the fiscal year ended May 31, 2023.
This increase was due to the increase in net revenues from our new educational business initiatives and East Buy private label products and livestreaming e-commerce business. • Net Service Revenues . Our net service revenues increased by 37.6% from US$2,544.7 million for the fiscal year ended May 31, 2023 to US$3,501.0 million for the fiscal year ended May 31, 2024.
Our total net revenues increased by 43.9% from US$2,997.8 million for the fiscal year ended May 31, 2023 to US$4,313.6 million for the fiscal year ended May 31, 2024. This increase was due to the increase in net revenues from our new educational business initiatives and East Buy private label products and livestreaming e-commerce business. • Net Service Revenues .
Net cash used in investing activities in the fiscal year ended May 31, 2023 was primarily attributable to purchase of property and equipment of US$143.0 million and partially offset by net proceeds of US$117.3 million from investing in short-term investments and term deposits.
Net cash used in investing activities in the fiscal year ended May 31, 2023 was primarily attributable to purchase of property and equipment of US$143.0 million and partially offset by net proceeds of US$117.3 million from investing in short-term investments and term deposits. 126 Table of Contents Financing Activities Net cash used in financing activities amounted to US$585.0 million in the fiscal year ended May 31, 2025, compared to net cash used in financing activities amounted to US$160.4 million in the fiscal year ended May 31, 2024 and net cash used in financing activities amounted to US$246.9 million in the fiscal year ended May 31, 2023.
As of May 31, 2024, we had 28 main works of art copyrights and 45 main software copyrights in China relating to various aspects of our operations, and 16 main trademark registrations in China, of which “ ,” “ ,” and “ ” have been recognized as “well-known trademarks” in civil action adjudicated and/or administrative determination in China.
As of May 31, 2025, we had 30 main works of art copyrights and 46 main software copyrights in China relating to various aspects of our operations, and 17 main trademarks registered in China, of which “ ,” “ ,” and “ ” have been recognized as “well-known trademarks” in civil action adjudicated and/or administrative determination in China.
General and administrative expenses for overseas study consulting services increased by 1.0% from US$61.3 million for the fiscal year ended May 31, 2022 to US$61.9 million for the fiscal year ended May 31, 2023, primarily due to an increase in staff costs. B. Liquidity and Capital Resources Our principal source of liquidity has been cash generated from operating activities.
General and administrative expenses for overseas study consulting services decreased by 7.5% from US$61.9 million for the fiscal year ended May 31, 2023 to US$57.2 million for the fiscal year ended May 31, 2024, primarily due to a decrease in staff costs. B. Liquidity and Capital Resources Our principal source of liquidity has been cash generated from operating activities.
Cost of revenues for overseas study consulting services increased by 8.2% from US$165.7 million for the fiscal year ended May 31, 2022 to US$179.3 million for the fiscal year ended May 31, 2023, primarily due to an increase in consulting application costs. • Selling and Marketing Expenses .
Cost of revenues for overseas study consulting services increased by 17.3% from US$214.6 million for the fiscal year ended May 31, 2024 to US$251.8 million for the fiscal year ended May 31, 2025, primarily due to an increase in consulting application costs. • Selling and Marketing Expenses .
Risk Factors—Risks Related to Our Corporate Structure—We may rely on dividends and other distributions on equity paid by our wholly-owned subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries or New Oriental China and its schools and subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business” for more information. 127 Table of Contents Furthermore, cash transfers from our PRC subsidiaries to our Hong Kong-incorporated intermediate holding companies are subject to PRC government control of currency conversion.
Risk Factors—Risks Related to Our Corporate Structure—We may rely on dividends and other distributions on equity paid by our wholly-owned subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries or New Oriental China and its schools and subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business” for more information.
General and administrative expenses for each of our reportable segments primarily consist of compensation and benefits of administrative staff of our reportable segments, compensation and benefits, rental and utilities payments relating to office and administrative functions of our reportable segments, depreciation and amortization of property and equipment used in the general and administrative activities of our reportable segments and, to a lesser extent, costs to develop our curriculum.
General and administrative expenses for each of our reportable segments primarily consist of compensation and benefits of administrative staff of our reportable segments, compensation and benefits, rental and utilities payments relating to office and administrative functions of our reportable segments, depreciation and amortization of property and equipment used in the general and administrative activities of our reportable segments and, to a lesser extent, costs to develop our curriculum. 121 Table of Contents The following table lists our net revenues, operating cost and expenses and operating income by reportable segment for the periods indicated.
(2) -Basic (0.70 ) 0.11 0.19 -Diluted (0.70 ) 0.10 0.18 Weighted average shares used in calculating basic net income/(loss) per common share 1,696,419,232 1,678,264,547 1,653,597,432 Weighted average shares used in calculating diluted net income/(loss) per common share 1,696,419,232 1,685,631,987 1,669,499,952 (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$) 2022 2023 2024 Cost of revenues (131 ) 2,749 19,967 Selling and marketing (2,437 ) 5,750 26,052 General and administrative 135,536 81,289 76,439 Total 132,968 89,788 122,458 (2) Each ADS represents ten common shares.
(2) -Basic 0.11 0.19 0.23 -Diluted 0.10 0.18 0.23 Weighted average shares used in calculating basic net income per common share 1,678,264,547 1,653,597,432 1,619,727,518 Weighted average shares used in calculating diluted net income per common share 1,685,631,987 1,669,499,952 1,631,137,164 (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$) 2023 2024 2025 Cost of revenues 2,749 19,967 (1,261 ) Selling and marketing 5,750 26,052 4,658 General and administrative 81,289 76,439 56,536 Total 89,788 122,458 59,933 (2) Each ADS represents ten common shares. 118 Table of Contents Fiscal Year Ended May 31, 2025 Compared to Fiscal Year Ended May 31, 2024 Net Revenues .
In August 2024, our board of directors approved an adjustment to the share repurchase program, increasing the aggregate value of shares that we are authorized to repurchase under the share repurchase program from US$400 million to US$700 million. As of September 16, 2024, we repurchased an aggregate of 9,093,038 ADSs under this share repurchase program. See “Item 16E.
In August 2024, our board of directors approved an adjustment to the share repurchase program, increasing the aggregate value of shares that we are authorized to repurchase under the share repurchase program from US$400 million to US$700 million.
In addition, we have registered other domain names, including dogwood.com.cn, blingabc.com and ileci.com. 129 Table of Contents We have adopted guidelines, procedures and safeguards designed to educate our employees and contractors regarding the importance of respecting the intellectual property rights of third parties, and detect and prevent any conduct or activities by our employees or contractors that infringe or have the potential to infringe upon such third-party rights.
We have adopted guidelines, procedures and safeguards designed to educate our employees and contractors regarding the importance of respecting the intellectual property rights of third parties, and detect and prevent any conduct or activities by our employees or contractors that infringe or have the potential to infringe upon such third-party rights.
Selling and marketing expenses for overseas study consulting services increased by 10.5% from US$72.8 million for the fiscal year ended May 31, 2022 to US$80.5 million for the fiscal year ended May 31, 2023, primarily due to an increase in staff costs. • General and Administrative Expenses .
Selling and marketing expenses for overseas study consulting services increased by 10.9% from US$92.9 million for the fiscal year ended May 31, 2024 to US$103.0 million for the fiscal year ended May 31, 2025, primarily due to an increase in staff costs and marketing and promotional expenses. • General and Administrative Expenses .
For the Years Ended May 31, 2022 2023 2024 (in thousands, except percentages) US$ % US$ % US$ % Net revenues 3,105,246 100.0 2,997,760 100.0 4,313,586 100.0 Operating cost and expenses: Cost of revenues (1,754,291 ) (56.5 ) (1,409,438 ) (47.0 ) (2,050,960 ) (47.5 ) Selling and marketing (466,895 ) (15.0 ) (444,693 ) (14.8 ) (660,586 ) (15.3 ) General and administrative (1,866,573 ) (60.1 ) (953,583 ) (31.8 ) (1,251,615 ) (29.0 ) Total operating cost and expenses (4,087,759 ) (131.6 ) (2,807,714 ) (93.6 ) (3,963,161 ) (91.8 ) Cost of Revenues .
For the Years Ended May 31, 2023 2024 2025 (in thousands, except percentages) US$ % US$ % US$ % Net revenues 2,997,760 100.0 4,313,586 100.0 4,900,262 100.0 Operating cost and expenses: Cost of revenues (1,409,438 ) (47.0 ) (2,050,960 ) (47.5 ) (2,183,291 ) (44.6 ) Selling and marketing (444,693 ) (14.8 ) (660,586 ) (15.3 ) (783,959 ) (16.0 ) General and administrative (953,583 ) (31.8 ) (1,251,615 ) (29.0 ) (1,444,463 ) (29.5 ) Impairment of goodwill — — — — (60,299 ) (1.2 ) Total operating cost and expenses (2,807,714 ) (93.6 ) (3,963,161 ) (91.8 ) (4,472,012 ) (91.3 ) Cost of Revenues .
We recognize revenues from the sales of East Buy private label products when control of the promised goods is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for the goods.
Revenues are recognized when control of the promised goods is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for the goods.
For the fiscal year ended May 31, 2023, we identified four operating segments, including (i) educational services and test preparation courses, (ii) private label products and livestreaming e-commerce, which was formerly named as “online education and other services,” (iii) overseas study consulting services, and (iv) educational materials and distribution.
Discussion of Segment Operations For the fiscal year ended May 31, 2025, we identified four operating segments, including (i) educational services and test preparation courses, (ii) private label products and livestreaming e-commerce, (iii) overseas study consulting services, and (iv) educational materials and distribution.
Other cash needs include acquisitions of businesses and properties that complement our operations when suitable opportunities arise. We have not encountered any difficulties in meeting our cash obligations to date. We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs for the foreseeable future.
Other cash needs include acquisitions of businesses and properties that complement our operations when suitable opportunities arise. We have not encountered any difficulties in meeting our cash obligations to date.
We track the number of teachers, schools and learning centers as a key indicator for our operating cost and expenses and manage our expenditures and budget accordingly. Our total numbers of schools and learning centers were 85 and 663, respectively, as of May 31, 2023, compared to 107 and 637, respectively, as of May 31, 2022.
We track the number of teachers, schools and learning centers as a key indicator for our operating cost and expenses and manage our expenditures and budget on educational businesses accordingly. Our total numbers of schools and learning centers were 77 and 1,241, respectively, as of May 31, 2025, compared to 81 and 944, respectively, as of May 31, 2024.
We believe our strong technology capabilities enable us to deliver a superior learning experience and improve our operational efficiency. We employ experienced research and development personnel to build, maintain and upgrade our technologies and systems. We had approximately 3,000, 2,900 and 3,200 research and development personnel as of May 31, 2022, 2023 and 2024, respectively.
We believe our strong technology capabilities enable us to deliver a superior learning experience and improve our operational efficiency. We employ experienced research and development personnel to build, maintain and upgrade our technologies and systems.
For the Years Ended May 31, (in thousands of US$ except share and per share data) 2022 2023 2024 Net revenues: Net service revenues 3,050,022 2,544,729 3,500,998 Net product revenues 55,224 453,031 812,588 Total net revenues 3,105,246 2,997,760 4,313,586 Operating cost and expenses: (1) Cost of revenues (1,754,291 ) (1,409,438 ) (2,050,960 ) Selling and marketing (466,895 ) (444,693 ) (660,586 ) General and administrative (1,866,573 ) (953,583 ) (1,251,615 ) Total operating cost and expenses (4,087,759 ) (2,807,714 ) (3,963,161 ) Operating income/(loss) (982,513 ) 190,046 350,425 Interest income 123,542 114,453 153,589 116 Table of Contents For the Years Ended May 31, (in thousands of US$ except share and per share data) 2022 2023 2024 Interest expense (4,050 ) (707 ) (298 ) Realized gain from long-term investments 22,004 767 185 Impairment loss from long-term investments (129,350 ) (8,056 ) (30,007 ) (Loss)/gain from fair value change of investments (14,933 ) (860 ) 19,025 Loss from deconsolidation of subsidiaries (79,609 ) — — Miscellaneous income, net 32,411 12,888 922 Provision for income taxes: Current (44,378 ) (97,594 ) (130,927 ) Deferred (91,934 ) 31,528 21,237 Provision for income taxes (136,312 ) (66,066 ) (109,690 ) Loss from equity method investments (51,466 ) (7,102 ) (58,933 ) Net income/(loss) (1,220,276 ) 235,363 325,218 Less: Net (loss)/income attributable to non-controlling interests (32,555 ) 58,022 15,627 Net income/(loss) attributable to New Oriental Education & Technology Group Inc.’s shareholders (1,187,721 ) 177,341 309,591 Net income/(loss) per common share attributable to shareholders of New Oriental Education & Technology Group Inc.
For the Years Ended May 31, (in thousands of US$ except share and per share data) 2023 2024 2025 Net revenues: Net service revenues 2,544,729 3,500,998 4,334,071 Net product revenues 453,031 812,588 566,191 Total net revenues 2,997,760 4,313,586 4,900,262 Operating cost and expenses: (1) Cost of revenues (1,409,438 ) (2,050,960 ) (2,183,291 ) Selling and marketing (444,693 ) (660,586 ) (783,959 ) General and administrative (953,583 ) (1,251,615 ) (1,444,463 ) Impairment of goodwill — — (60,299 ) Total operating cost and expenses (2,807,714 ) (3,963,161 ) (4,472,012 ) Operating income 190,046 350,425 428,250 Interest income 114,453 153,589 119,605 Interest expense (707 ) (298 ) (311 ) Realized gain from long-term investments 767 185 422 Impairment loss from long-term investments (8,056 ) (30,007 ) (5,215 ) Loss from fair value change of long-term investments (860 ) 19,025 (10,078 ) Miscellaneous income, net 12,888 922 3,711 Provision for income taxes: Current (97,594 ) (130,927 ) (175,612 ) Deferred 31,528 21,237 29,317 Provision for income taxes (66,066 ) (109,690 ) (146,294 ) Loss from equity method investments (7,102 ) (58,933 ) (14,257 ) Net income 235,363 325,218 375,833 Less: Net income attributable to non-controlling interests 58,022 15,627 4,117 Net income attributable to New Oriental Education & Technology Group Inc.’s shareholders 177,341 309,591 371,716 Net income per common share attributable to shareholders of New Oriental Education & Technology Group Inc.
The following table sets forth a summary of our cash flows for the periods indicated: For the Years Ended May 31, (in thousands of US$) 2022 2023 2024 Net cash provided by/(used in) operating activities (1,280,453 ) 971,008 1,122,643 Net cash (used in)/provided by investing activities 1,168,532 (37,411 ) (1,153,922 ) Net cash provided by/(used in) financing activities (230,858 ) (246,867 ) (160,438 ) Effect of foreign exchange rate changes (94,821 ) (75,830 ) (24,606 ) Net change in cash and cash equivalents (437,600 ) 610,900 (216,323 ) Cash and cash equivalents and restricted cash at beginning of the period 1,623,127 1,194,527 1,805,427 Cash and cash equivalents and restricted cash at end of the period 1,194,527 1,805,427 1,589,104 Operating Activities Net cash provided by operating activities amounted to US$1,122.6 million in the fiscal year ended May 31, 2024.
We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs for the foreseeable future. 125 Table of Contents The following table sets forth a summary of our cash flows for the periods indicated: For the Years Ended May 31, (in thousands of US$) 2023 2024 2025 Net cash provided by operating activities 971,008 1,122,643 896,592 Net cash used in investing activities (37,411 ) (1,153,922 ) (93,428 ) Net cash used in financing activities (246,867 ) (160,438 ) (584,971 ) Effect of foreign exchange rate changes (75,830 ) (24,606 ) 9,836 Net change in cash and cash equivalents 610,900 (216,323 ) 228,029 Cash and cash equivalents and restricted cash at beginning of the period 1,194,527 1,805,427 1,589,104 Cash and cash equivalents and restricted cash at end of the period 1,805,427 1,589,104 1,817,133 Operating Activities Net cash provided by operating activities amounted to US$896.6 million in the fiscal year ended May 31, 2025.
The discounted cash flow analysis and back solve method require the use of significant unobservable inputs (Level 3 inputs) which involve significant management judgment and estimation, such as revenue growth rate and weighted average cost of capital. Income taxes and valuation allowance for deferred tax assets We account for income taxes using the asset and liability approach.
The discounted cash flow analysis and back solve method require the use of significant unobservable inputs (Level 3 inputs) which involve significant management judgment and estimation, such as revenue growth rate and weighted average cost of capital. 132 Table of Contents
Our net product revenues consist of revenues from the sale of East Buy private label products and the books and other educational materials developed or licensed by us.
Our net product revenues consist of revenues from the sales of private label products and sales of books or other educational materials developed or licensed by us either through our own distribution channels or through third party distributors.
Net Service Revenues . Our net service revenues consist of revenues from educational services and test preparation courses, commission revenue of livestreaming e-commerce business through East Buy, online education, overseas study consulting services and study tours, and other services.
Net Service Revenues . Our net service revenues consist of revenues from educational services and test preparation courses, private label products and livestreaming e-commerce, overseas study consulting services and other services.
Operating Cost and Expenses . Our total operating cost and expenses decreased by 31.3% from US$4,087.8 million in the fiscal year ended May 31, 2022 to US$2,807.7 million in the fiscal year ended May 31, 2023. This decrease resulted from decreases in each of our cost of revenues, selling and marketing expenses, general and administrative expenses.
Our total operating cost and expenses increased by 12.8% from US$3,963.2 million in the fiscal year ended May 31, 2024 to US$4,472.0 million in the fiscal year ended May 31, 2025. This increase resulted from increases in each of our cost of revenues, selling and marketing expenses, general and administrative expenses and impairment of goodwill.
Net product revenues increased by 720.3% from US$55.2 million in the fiscal year ended May 31, 2022 to US$453.0 million in the fiscal year ended May 31, 2023, primarily due to the significant increase in the sales of East Buy private label products through our livestreaming e-commerce platform in the fiscal year ended May 31, 2023.
Net product revenues decreased by 30.3% from US$812.6 million in the fiscal year ended May 31, 2024 to US$566.2 million in the fiscal year ended May 31, 2025, primarily due to the decrease in the sales of East Buy private label products through our livestreaming e-commerce platform in the fiscal year ended May 31, 2025. Operating Cost and Expenses .
General and administrative expenses for private label products and livestreaming e-commerce increased by 81.9% from US$18.8 million for the fiscal year ended May 31, 2022 to US$34.2 million for the fiscal year ended May 31, 2023, primarily due to an increase in staff costs and share-based compensation expenses.
Selling and marketing expenses for private label products and livestreaming e-commerce decreased by 2.8% from US$125.0 million for the fiscal year ended May 31, 2024 to US$121.4 million for the fiscal year ended May 31, 2025, primarily due to an increase in advertising expenses and a decrease in share-based compensation expenses. • General and Administrative Expenses .
Net cash used in operating activities amounted to US$1,280.5 million in the fiscal year ended May 31, 2022. Our net cash used in operating activities in the fiscal year ended May 31, 2022 reflected net loss of US$1,220.3 million, as adjusted by the reconciliation of certain non-cash items, including US$192.3 million in depreciation and US$133.0 million in share-based compensation expense.
Our net cash used in operating activities in the fiscal year ended May 31, 2025 reflected net income of US$375.8 million, as adjusted by the reconciliation of certain non-cash items, including US$139.8 million in depreciation, US$60.3 million in goodwill impairment and US$59.9 million in share-based compensation expense.
We consider the policies discussed below to be critical to an understanding of our audited consolidated financial statements because they involve the greatest reliance on our management’s judgment.
We consider the policies discussed below to be critical to an understanding of our audited consolidated financial statements because they involve the greatest reliance on our management’s judgment. You should read the following descriptions of critical accounting policies, judgments and estimates in conjunction with our consolidated financial statements and other disclosures included with this annual report.
Our selling and marketing expenses decreased by 4.8% from US$466.9 million in the fiscal year ended May 31, 2022 to US$444.7 million in the fiscal year ended May 31, 2023. This decrease was primarily due to the decreased human resources expenses and administrative expenses incurred in the fiscal year ended May 31, 2023. • General and Administrative Expenses .
Our selling and marketing expenses increased by 18.7% from US$660.6 million in the fiscal year ended May 31, 2024 to US$784.0 million in the fiscal year ended May 31, 2025. This increase was primarily due to the increased human resources expenses and market promotion expenses incurred in the fiscal year ended May 31, 2025. • General and Administrative Expenses .
In line with the development of our livestreaming e-commerce business, our results of operations are also affected by the general factors affecting the livestreaming e-commerce industry, including the level of overall economic growth, increase in per capita disposable income and growth in consumer spending, the growing popularity of online shopping, improvements in logistics infrastructure, among others.
In line with the development of our livestreaming e-commerce business, our results of operations are also affected by the general factors affecting the livestreaming e-commerce industry, including the level of overall economic growth, increase in per capita disposable income and growth in consumer spending, the growing popularity of online shopping, improvements in logistics infrastructure, among others. 113 Table of Contents Specific Factors Affecting Our Results of Operations While our business is influenced by factors affecting the private education industry in China generally and by conditions in each of the geographic markets we serve, we believe our business is more directly affected by company- specific factors such as the number of student enrollments, the amount of course fees and our operating cost and expenses.
The aggregate amount of cash dividends to be paid was approximately US$100.0 million. We intend to fund our existing and future material cash requirements with our existing cash balance. We will continue to make cash commitments, including capital expenditures, to support the growth of our business.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.” We intend to fund our existing and future material cash requirements with our existing cash balance. We will continue to make cash commitments, including capital expenditures, to support the growth of our business.
Our online and offline integration We have integrated our offline network and operations with online technology for our educational services and operations. Our OMO system serves as the core of this integration. We developed and launched our OMO system in 2014 as a standardized digital classroom teaching system to digitalize our offline teaching materials and education resources.
We developed and launched our OMO system in 2014 as a standardized digital classroom teaching system to digitalize our offline teaching materials and education resources.
The level of our operating cost and expenses will depend on our ability to carry out our systemized and centralized approach to improve operational efficiency through refinement of our centralized operation platform that supports all service offerings and continued investment in technologies. 112 Table of Contents Our future results of operations will depend significantly upon our ability to maintain and increase student enrollments both online and offline and offer a greater variety of courses, including those related to non-academic subjects.
The level of our operating cost and expenses will depend on our ability to carry out our systemized and centralized approach to improve operational efficiency through refinement of our centralized operation platform that supports all service offerings and continued investment in technologies.
Our general and administrative expenses decreased by 48.9% from US$1,866.6 million in the fiscal year ended May 31, 2022 to US$953.6 million in the fiscal year ended May 31, 2023.
Our general and administrative expenses increased by 15.4% from US$1,251.6 million in the fiscal year ended May 31, 2024 to US$1,444.5 million in the fiscal year ended May 31, 2025.
Our main websites are located at www.xdf.cn, www.neworiental.org, www.eastbuy.com and www.koolearn.com.
Our main websites are located at www.xdf.cn, www.neworiental.org, www.eastbuy.com and www.koolearn.com. In addition, we have registered other domain names, including www.dogwood.com.cn, www.blingabc.com and www.ileci.com.
Expenses Our general and administrative expenses primarily consist of compensation and benefits of administrative staff, R&D expenses, costs of third-party professional services, rental and utilities payments relating to office and administrative functions, and depreciation and impairment of property and equipment and other long-lived assets used in our general and administrative activities. 114 Table of Contents Share-based Compensation Expenses We account for share-based compensation expenses in accordance with an authoritative accounting pronouncement, which requires share-based compensation expense to be determined based on the fair value of our common shares as of their grant date.
Expenses Our general and administrative expenses primarily consist of compensation and benefits of administrative staff, R&D expenses, costs of third-party professional services, rental and utilities payments relating to office and administrative functions, and depreciation and impairment of property and equipment and other long-lived assets used in our general and administrative activities.
Net cash used in financing activities in the fiscal year ended May 31, 2022 was primarily attributable to the unsecured senior notes repurchase in the amount of US$222.0 million.
Net cash used in financing activities in the fiscal year ended May 31, 2025 was primarily attributable to the funds used for share repurchase in the amount of US$445.5 million and cash paid for dividend of US$98.2 million.
You should read the following descriptions of critical accounting policies, judgments and estimates in conjunction with our consolidated financial statements and other disclosures included with this annual report. 130 Table of Contents Fair value measurement of level 3 available-for-sale investments Available-for-sale investments are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income as a component of shareholders’ equity.
Fair value measurement of level 3 available-for-sale investments Available-for-sale investments are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income as a component of shareholders’ equity.
The continued accumulation of data also enables us to develop new teaching services, which in turn feeds new data back into the system, creating a virtuous cycle. 128 Table of Contents AI-powered technologies Our access to a vast amount of student data enables us to develop and refine robust AI technologies.
As the database expands with the accumulation of new data, we continue to advance and evolve our data analytics capabilities. The continued accumulation of data also enables us to develop new teaching services, which in turn feeds new data back into the system, creating a virtuous cycle.
Fiscal Year Ended May 31, 2024 Compared to Fiscal Year Ended May 31, 2023 Net Revenues . Our total net revenues increased by 43.9% from US$2,997.8 million for the fiscal year ended May 31, 2023 to US$4,313.6 million for the fiscal year ended May 31, 2024.
As a result of the foregoing, our net income increased by 15.6% from US$325.2 million in the fiscal year ended May 31, 2024 to US$375.8 million in the fiscal year ended May 31, 2025. Fiscal Year Ended May 31, 2024 Compared to Fiscal Year Ended May 31, 2023 Net Revenues .
After the trial period, if a student withdraws from a class, usually only those collected but unearned portion of the fee is available to be refunded. We recognize revenues from the commission revenue of livestreaming e-commerce business through East Buy at a point when the customer purchases the merchants’ products through the e-commence platforms.
After the trial period, if a student withdraws from a class, usually only those collected but unearned portion of the fee is available to be refunded.
This increase was primarily due to the increase in net revenues from our new educational business initiatives, such as our non-academic tutoring courses. • Net Product Revenues .
Our net service revenues increased by 23.8% from US$3,501.0 million for the fiscal year ended May 31, 2024 to US$4,334.1 million for the fiscal year ended May 31, 2025. This increase was primarily due to the increase in net revenues from our new educational business initiatives, such as our non-academic tutoring courses. • Net Product Revenues .

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeThe East Buy Post-IPO Share Option Scheme was terminated following the effectiveness of the East Buy 2023 Scheme (as defined below) in March 2023, provided that any granted and unexercised options made under the Post-IPO Share Option Scheme immediately before the termination shall continue to be valid and exercisable in accordance with the terms of the grant and original Post-IPO Share Option Scheme rules.
Biggest changeThe East Buy Post-IPO Share Option Scheme was terminated following the effectiveness of the East Buy 2023 Scheme (as defined below) in March 2023, provided that any granted and unexercised options made under the Post-IPO Share Option Scheme immediately before the termination shall continue to be valid and exercisable in accordance with the terms of the grant and original Post-IPO Share Option Scheme rules. 136 Table of Contents On March 9, 2023, the shareholders of East Buy approved an employee’s share incentive scheme, or the East Buy 2023 Scheme, under which East Buy is authorized to issue up to 101,351,871 shares in East Buy pursuant to awards granted to, among others, directors and employees of East Buy or its affiliate.
In addition, we made contributions to the pension insurance, medical insurance, housing fund, unemployment and other benefits for the benefits of our executive officers and non-executive directors in the aggregate amount of US$47.2 thousand. See “—Share Incentives” below for more information.
In addition, we made contributions to the pension insurance, medical insurance, housing fund, unemployment and other benefits for the benefits of our executive officers and non-executive directors in the aggregate amount of US$46.2 thousand. See “—Share Incentives” below for more information.
The audit committee is responsible for, among other things: • 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.
The audit committee is responsible for, among other things: • 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; 137 Table of Contents • reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the U.S.
Yang served as the financial director of Beijing Hua De Xin Investment Co., Ltd. from July 2002 to March 2006. From August 1997 and May 2002, Mr. Yang worked for PricewaterhouseCoopers as a senior auditor. Mr. Yang received his bachelor’s degree in economics from Guanghua School of Management of Peking University. Mr. Louis T.
Yang served as the financial director of Beijing Hua De Xin Investment Co., Ltd. from July 2002 to March 2006. From August 1997 and May 2002, Mr. Yang worked for PricewaterhouseCoopers as a senior auditor. Mr. Yang received his bachelor’s degree in economics from Guanghua School of Management of Peking University. 133 Table of Contents Mr. Louis T.
The compensation committee is responsible for, among other things: • reviewing and approving the total compensation package for our chief executive officer; 135 Table of Contents • 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.
The compensation committee is responsible for, among other things: • 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.
Denny Ting Bun Lee. Dr. Yang is the chairman of our nominating and corporate governance committee. All of the members of our nominating and corporate governance committee satisfy the “independence” requirements of Section 303A of NYSE Listed Company Manual.
Denny Ting Bun Lee. Dr. Zhuge is the chairman of our nominating and corporate governance committee. All of the members of our nominating and corporate governance committee satisfy the “independence” requirements of Section 303A of NYSE Listed Company Manual.
A director will be removed from office automatically if, among other things, the director (1) becomes bankrupt or makes any arrangement or composition with his creditors; or (2) is found by our company to be or becomes of unsound mind. 136 Table of Contents D.
A director will be removed from office automatically if, among other things, the director (1) becomes bankrupt or makes any arrangement or composition with his creditors; or (2) is found by our company to be or becomes of unsound mind. D.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth information regarding our executive officers and directors as of the date of this annual report. Name Age Position/Title Michael Minhong Yu 61 Executive Chairman Chenggang Zhou 62 Director and Chief Executive Officer Zhihui Yang 50 Executive President and Chief Financial Officer Louis T.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth information regarding our executive officers and directors as of the date of this annual report. Name Age Position/Title Michael Minhong Yu 62 Executive Chairman Chenggang Zhou 63 Director and Chief Executive Officer Zhihui Yang 51 Executive President and Chief Financial Officer Louis T.
In the fiscal year ended May 31, 2024, the audit committee held meetings or passed resolutions by unanimous written consent six times, and also approved certain other matters together with the rest of the board members four times, including the audit committee’s approval of two quarterly earnings releases, semi-annual result and annual result.
In the fiscal year ended May 31, 2025, the audit committee held meetings or passed resolutions by unanimous written consent twice, and also approved certain other matters together with the rest of the board members four times, including the audit committee’s approval of two quarterly earnings releases, semi-annual result and annual result.
Yu currently serves as the chairman of the board, executive director and chief executive officer of East Buy Holding Limited (HKEX: 1797), our majority-owned subsidiary. Prior to founding our first school in 1993, Mr. Yu was an English instructor at Peking University from 1985 to 1991. Mr.
Yu currently serves as the chairman of the board, executive director and chief executive officer of East Buy Holding Limited (HKEX: 1797), our majority-owned subsidiary. Prior to founding our first school in 1993, Mr. Yu was an English instructor at Peking University from 1985 to 1991. Mr. Yu received his bachelor’s degree in English from Peking University. Mr.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our common shares by: • each of our directors and executive officers; and • each person known to us who owns beneficially more than 5% of our common shares. Except as specifically noted, the beneficial ownership is as of September 16, 2024.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our common shares by: • each of our directors and executive officers; and • each person known to us who owns beneficially more than 5% of our common shares. Except as specifically noted, the beneficial ownership is as of September 15, 2025.
In the fiscal year ended May 31, 2024, our board held meetings or passed resolutions by unanimous written consent eighteen times. Committees of the Board of Directors We have established three fully independent committees under the board of directors: the audit committee, the compensation committee and the nominating and corporate governance committee.
In the fiscal year ended May 31, 2025, our board held meetings or passed resolutions by unanimous written consent 16 times. Committees of the Board of Directors We have established three fully independent committees under the board of directors: the audit committee, the compensation committee and the nominating and corporate governance committee.
Hsieh served as the global chief financial officer of NIO Inc. (NYSE: NIO; HKEX: 9866; SGX: NIO), a leading electric car original equipment manufacturer. From April 2021 to May 2024, he served as the global chief financial officer of Hesai Technology (NASDAQ:HSAI), a global leader in 3-D Lidar solutions. Prior to joining us in 2005, Mr.
(NYSE: NIO; HKEX: 9866; SGX: NIO), a leading electric car original equipment manufacturer. From April 2021 to May 2024, he served as the global chief financial officer and board director of Hesai Technology (NASDAQ:HSAI), a global leader in 3-D Lidar solutions. Prior to joining us in 2005, Mr.
(4) Includes (i) common shares and (ii) non-vested equity shares that will vest within 60 days after September 16, 2024 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.
(4) Includes (i) common shares and (ii) non-vested equity shares that will vest within 60 days after September 15, 2025 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 beneficially owned by Mr. Michael Minhong Yu.
B. Compensation of Directors and Executive Officers For the fiscal year ended May 31, 2024, we paid an aggregate of approximately US$1.5 million in cash to our executive officers and non-executive directors as a group.
B. Compensation of Directors and Executive Officers For the fiscal year ended May 31, 2025, we paid an aggregate of approximately US$1.8 million in cash to our executive officers and non-executive directors as a group.
He held multiple positions since he joined our company in April 2006, including vice president of finance, deputy director of president office and senior financial manager. Mr. Yang has served as an independent director of DiDi Global Inc. (OTC: DIDIY) since April 2023. Prior to joining us, Mr.
He held multiple positions since he joined our company in April 2006, including vice president of finance, deputy director of president office and senior financial manager. Mr. Yang has served as an independent director of DiDi Global Inc. (OTC: DIDIY) since April 2023, and an independent director of BingEx Limited (NASDAQ: FLX) since October 2024. Prior to joining us, Mr.
Compensation Committee • Our compensation committee consists of Mr. Robin Yanhong Li, Mr. Denny Ting Bun Lee and Dr. John Zhuang Yang. Mr. Li is the chairman of our compensation committee. All of the members of our compensation committee satisfy the “independence” requirements of Section 303A of the NYSE Listed Company Manual.
Compensation Committee • Our compensation committee consists of Mr. Robin Yanhong Li, Mr. Denny Ting Bun Lee and Dr. Yue Zhuge. Mr. Li is the chairman of our compensation committee. All of the members of our compensation committee satisfy the “independence” requirements of Section 303A of the NYSE Listed Company Manual.
We have adopted a charter for each of the three committees. The committee charters are available on our website at http://investor.neworiental.org. Each committee’s members and functions are described below. Audit Committee . Our audit committee consists of Mr. Denny Ting Bun Lee, Mr. Robin Yanhong Li and Dr. John Zhuang Yang. Mr. Lee is the chairman of our audit committee.
We have adopted a charter for each of the three committees. The committee charters are available on our website at http://investor.neworiental.org. Each committee’s members and functions are described below. Audit Committee . Our audit committee consists of Mr. Denny Ting Bun Lee, Mr. Robin Yanhong Li and Dr. Yue Zhuge. Mr.
Unless we decide to follow home country practice, the following amendments to the 2016 plan require approval from our shareholders (i) increase of the number of shares available under the 2016 plan, (ii) extension of the term of the 2016 plan, (iii) extension of the exercise period of an option beyond ten years, and (iv) any other amendments about which shareholders’ approval are necessary and desirable under applicable laws or stock exchange rules.
Unless we decide to follow home country practice, the following amendments to the 2016 plan require approval from our shareholders (i) increase of the number of shares available under the 2016 plan, (ii) extension of the term of the 2016 plan, (iii) extension of the exercise period of an option beyond ten years, and (iv) any other amendments about which shareholders’ approval are necessary and desirable under applicable laws or stock exchange rules. 135 Table of Contents The remaining terms of the 2016 plan are substantially identical to the terms of the 2006 plan described above.
All of the members of our audit committee satisfy the “independence” requirements of Section 303A of the NYSE Listed Company Manual and Rule 10A-3 under the Exchange Act. Our board of directors has determined that Mr.
Denny Ting Bun Lee is the chairman of our audit committee. All of the members of our audit committee satisfy the “independence” requirements of Section 303A of the NYSE Listed Company Manual and Rule 10A-3 under the Exchange Act. Our board of directors has determined that Mr.
Employees We had 46,653, 50,438 and 67,935 full-time employees and 6,418, 5,068 and 7,070 contract teachers and staff as of May 31, 2022, 2023 and 2024, respectively. We enter into employment contracts with our full-time employees which contain standard confidentiality provisions. We also enter into standalone confidentiality and non-compete agreements with our key full-time employees.
Employees We had 50,438, 67,935 and 76,646 full-time employees and 5,068, 7,070 and 7,465 contract teachers and staff as of May 31, 2023, 2024 and 2025, respectively. We enter into employment contracts with our full-time employees which contain standard confidentiality provisions. We also enter into standalone confidentiality and non-compete agreements with our key full-time employees.
Shares Beneficially Owned Number (1) % (2) Directors and Executive Officers: Michael Minhong Yu (3) 199,352,640 12.2 Chenggang Zhou * * Zhihui Yang * * Louis T.
Shares Beneficially Owned Number (1) % (2) Directors and Executive Officers: Michael Minhong Yu (3) 199,634,550 12.5 Chenggang Zhou * * Zhihui Yang * * Louis T.
(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) 1,635,288,333, being the number of common shares outstanding as of September 16, 2024 and (ii) the number of non-vested equity shares held by such person or group that will vest within 60 days after September 16, 2024.
(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) 1,591,457,473, being the number of common shares outstanding as of September 15, 2025 and (ii) the number of non-vested equity shares held by such person or group that will vest within 60 days after September 15, 2025.
Our directors are not subject to a term of office and hold office until such time as they resign or are removed from office by ordinary resolution or the unanimous written resolution of all shareholders.
Terms of Directors and Officers Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until such time as they resign or are removed from office by ordinary resolution or the unanimous written resolution of all shareholders.
Hsieh 59 Director Robin Yanhong Li 55 Independent Director Denny Ting Bun Lee 56 Independent Director John Zhuang Yang 69 Independent Director Mr. Michael Minhong Yu is the founder of our company and has served as the chairman of our board of directors since August 2001. He was our chief executive officer from 2001 to September 2016. Mr.
Hsieh 60 Director Robin Yanhong Li 56 Independent Director Denny Ting Bun Lee 57 Independent Director Yue Zhuge 56 Independent Director Mr. Michael Minhong Yu is the founder of our company and has served as the chairman of our board of directors since August 2001. He was our chief executive officer from 2001 to September 2016. Mr.
The maximum aggregate number of shares which may be issued pursuant to all awards (including options) granted under the 2016 plan is 100,000,000 shares (taking into account the one-for-ten share split that took effect on March 10, 2021). The 2016 plan has a term of 10 years, unless terminated earlier.
Pursuant to the amendment, the maximum aggregate number of shares which may be issued pursuant to all awards (including options) granted under the 2016 plan was increased from 100,000,000 shares to 200,000,000 shares (taking into account the one-for-ten share split that took effect on March 10, 2021), and the term of the 2016 Plan was extended from 10 years to 15 years, unless terminated earlier.
In the fiscal year ended May 31, 2024, the compensation committee passed resolutions by unanimous written consent twice, and also approved certain other matters together with the rest of the board members once. Nominating and Corporate Governance Committee • Our nominating and corporate governance committee consists of Dr. John Zhuang Yang, Mr. Robin Yanhong Li and Mr.
In the fiscal year ended May 31, 2025, the compensation committee passed resolutions by unanimous written consent three times, and also approved certain other matters together with the rest of the board members once. Nominating and Corporate Governance Committee • Our nominating and corporate governance committee consists of Dr. Yue Zhuge, Mr. Robin Yanhong Li and Mr.
(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) 3,411,764 ADSs (each representing ten underlying common shares), which consist of 3,315,054 ADSs held by Tigerstep Developments Limited and 96,710 ADSs held by Mr. Yu. Through a trust arrangement, Mr.
(3) Includes (i) 165,235,000 common shares held by Tigerstep Developments Limited, a British Virgin Islands company beneficially owned by Mr. Michael Minhong Yu and (ii) 3,439,955 ADSs (each representing ten underlying common shares), which consist of 3,315,054 ADSs held by Tigerstep Developments Limited and 124,901 ADSs held by Mr. Yu. Through a trust arrangement, Mr.
The nominating and corporate governance committee is responsible for, among other things: • 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.
The nominating and corporate governance committee is responsible for, among other things: • 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. 138 Table of Contents In the fiscal year ended May 31, 2025, the nominating and corporate governance committee passed resolutions by unanimous written consent twice, and also approved certain other matters together with the rest of the board members once.
As of May 31, 2024, an aggregate of 21,469,262 non-vested equity shares remain outstanding under the 2016 Share Incentive Plan, excluding non-vested equity shares that were forfeited or cancelled after the relevant grant date. The following paragraphs describe the principal terms of the 2016 plan. 133 Table of Contents Amendment of the Plan .
As of May 31, 2025, an aggregate of 47,805,400 non-vested equity shares remain outstanding under the 2016 Share Incentive Plan, excluding non-vested equity shares that were forfeited or cancelled after the relevant grant date. The following paragraphs describe the principal terms of the 2016 plan. Amendment of the Plan .
The remaining terms of the 2016 plan are substantially identical to the terms of the 2006 plan described above. The following table summarizes, as of September 16, 2024, the outstanding non-vested equity shares granted under our 2016 plan to our directors and executive officers (taking into account the one-for-ten share split that took effect on March 10, 2021).
The following table summarizes, as of September 15, 2025, the outstanding non-vested equity shares granted under our 2016 plan to our directors and executive officers (taking into account the one-for-ten share split that took effect on March 10, 2021).
Share Incentives 2016 Share Incentive Plan We adopted our 2016 Share Incentive Plan, or the 2016 plan, in January 2016 to continue to provide incentives to employees, directors and consultants after the expiration of our 2006 plan.
Share Incentives 2016 Share Incentive Plan We adopted our 2016 Share Incentive Plan, or the 2016 plan, in January 2016 to continue to provide incentives to employees, directors and consultants after the expiration of our 2006 plan. In January 2025, our board of directors authorized an amendment to our 2016 Plan, effective from January 27, 2025.
Zhou received his bachelor’s degree in English from Suzhou University in China and his master’s degree in communications from Macquarie University, Australia. Mr. Zhihui Yang has served as our executive president since January 2021 and chief financial officer since April 2015.
Zhou was a correspondent for the Asia Pacific region and a program host at BBC. Mr. Zhou received his bachelor’s degree in English from Suzhou University in China and his master’s degree in communications from Macquarie University, Australia. Mr. Zhihui Yang has served as our executive president since January 2021 and chief financial officer since April 2015.
As of May 31, 2024, options to obtain an aggregate of 34,483,946 shares in East Buy remained outstanding under the East Buy Post-IPO Share Option Scheme. Options to obtain 2,036,188 shares in East Buy shares were either forfeited or cancelled in the fiscal year ended May 31, 2024.
As of May 31, 2025, options to obtain an aggregate of 30,813,536 shares in East Buy remained outstanding under the East Buy Post-IPO Share Option Scheme. Options to obtain 120,288 shares in East Buy shares were either forfeited or cancelled in the fiscal year ended May 31, 2025.
Name Common Shares Underlying Outstanding NES Exercise Price (US$/ Share) Date of Grant Date of Vest Michael Minhong Yu * † 09/09/2022 06/30/2025 Chenggang Zhou * † 09/09/2022 06/30/2025 Zhihui Yang * † 09/09/2022 06/30/2025 Louis T.
Name Common Shares Underlying Outstanding NES Exercise Price (US$/ Share) Date of Grant Date of Vest Michael Minhong Yu * † 01/26/2025 07/15/2026 Michael Minhong Yu * † 01/26/2025 07/15/2027 Michael Minhong Yu * † 01/26/2025 07/15/2028 Chenggang Zhou * † 01/26/2025 07/15/2026 Chenggang Zhou * † 01/26/2025 07/15/2027 Chenggang Zhou * † 01/26/2025 07/15/2028 Zhihui Yang * † 01/26/2025 07/15/2026 Zhihui Yang * † 01/26/2025 07/15/2027 Zhihui Yang * † 01/26/2025 07/15/2028 Louis T.
As of September 16, 2024, we had 1,635,288,333 common shares outstanding, and Deutsche Bank Trust Company Americas, as the depositary of our ADS facility, was the only record holder of our common shares in the United States, holding approximately 49.5% of our total outstanding common shares.
As of September 15, 2025, we had 1,591,457,473 common shares outstanding, and Deutsche Bank Trust Company Americas, as the depositary of our ADS facility, was the only record holder of our common shares in the United States, holding approximately 43.9% of our total outstanding common shares.
The registered address of Tigerstep Developments Limited is Oleander Building, Suites OL-7 and OL-8, 13a J. R. O’Neal Drive, P.O. Box 2416, Port Purcell, Tortola, VG1110, British Virgin Islands. 137 Table of Contents (6) Represents 89,227,574 common shares beneficially owned by FMR LLC and Abigail P. Johnson, as reported in a Schedule 13G filed by FMR LLC and Abigail P.
The registered address of Tigerstep Developments Limited is Oleander Building, Suites OL-7 and OL-8, 13a J. R. O’Neal Drive, P.O. Box 2416, Port Purcell, Tortola, VG1110, British Virgin Islands. (6) Represents 175,526,730 common shares beneficially owned by First Beijing Investment Ltd, as reported in a Schedule 13G filed by First Beijing Investment Ltd with the SEC on September 19, 2025.
The address of GIC is 168 Robinson Road, #37-01 Capital Tower, Singapore 068912. None of our existing shareholders have different voting rights from other shareholders. To our knowledge, we are not owned or controlled, directly or indirectly, by another corporation, by any foreign government or by any other natural or legal persons, severally or jointly.
The address of Norges Bank is Bankplassen 2, PO Box 1179 Sentrum, Oslo, NO-0107, Oslo, Norway. None of our existing shareholders have different voting rights from other shareholders. To our knowledge, we are not owned or controlled, directly or indirectly, by another corporation, by any foreign government or by any other natural or legal persons, severally or jointly.
Zhou joined New Oriental in 2000 and has held multiple positions in our company since then, including president, executive president for domestic business, executive vice president, vice president and president of Beijing and Shanghai New Oriental Schools. Prior to joining us, Mr. Zhou was a correspondent for the Asia Pacific region and a program host at BBC. Mr.
Chenggang Zhou has served as our director since November 2010 and chief executive officer since September 2016. Mr. Zhou joined New Oriental in 2000 and has held multiple positions in our company since then, including president, executive president for domestic business, executive vice president, vice president and president of Beijing and Shanghai New Oriental Schools. Prior to joining us, Mr.
(Nasdaq: JD; HKEX: 9618), a leading technology driven e-commerce company in China listed on Nasdaq and the Hong Kong Stock Exchange, and an independent director of YUM China (NYSE: YUMC; HKEX: 9987) from November 2016 to June 2023, and chairman of the audit committee from 2016 to 2019, of Yum China Holdings, Inc. From May 2017 to October 2019, Mr.
Hsieh also serves as an independent director and chairman of the audit committee since May 2014, of JD.com Inc. (Nasdaq: JD; HKEX: 9618), a leading technology driven e-commerce company in China listed on Nasdaq and the Hong Kong Stock Exchange. Mr.
Hsieh * † 09/09/2022 06/30/2025 Robin Yanhong Li * † 09/09/2022 06/30/2025 Denny Ting Bun Lee * † 09/09/2022 06/30/2025 John Zhuang Yang * † 09/09/2022 06/30/2025 * Less than 1% of our total outstanding voting securities. † Non-vested equity share awards.
Hsieh * † 01/26/2025 07/15/2028 Robin Yanhong Li * † 01/26/2025 07/15/2026 Robin Yanhong Li * † 01/26/2025 07/15/2027 Robin Yanhong Li * † 01/26/2025 07/15/2028 Denny Ting Bun Lee * † 01/26/2025 07/15/2026 Denny Ting Bun Lee * † 01/26/2025 07/15/2027 Denny Ting Bun Lee * † 01/26/2025 07/15/2028 Yue Zhuge * † 01/26/2025 07/15/2026 Yue Zhuge * † 01/26/2025 07/15/2027 Yue Zhuge * † 01/26/2025 07/15/2028 * Less than 1% of our total outstanding voting securities. † Non-vested equity share awards.
Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association.
Duties of Directors Under Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances.
As of May 31, 2024, awards to obtain an aggregate of 17,646,330 shares in East Buy remained outstanding under the East Buy 2023 Scheme. Awards to obtain 399,000 shares in East Buy shares were either forfeited or cancelled in the fiscal year ended May 31, 2024. 134 Table of Contents C.
As of May 31, 2025, awards to obtain an aggregate of 1,780,000 shares in East Buy were granted but not yet vested under the East Buy 2025 Scheme. None of the awards to obtain shares in East Buy shares were either lapsed or cancelled in the fiscal year ended May 31, 2025. C.
Hsieh * * Robin Yanhong Li * * Denny Ting Bun Lee * * John Zhuang Yang * * All Directors and Executive Officers as a Group (4) 208,098,025 12.7 Principal Shareholders: Tigerstep Developments Limited (5) 198,385,540 12.1 FMR LLC and its affiliate (6) 89,227,574 5.5 GIC Private Limited (7) 82,282,305 5.0 * Less than 1% (1) Beneficial ownership is determined in accordance with the rules of the SEC.
Hsieh * * Robin Yanhong Li * * Denny Ting Bun Lee * * Yue Zhuge * * All Directors and Executive Officers as a Group (4) 209,075,908 13.1 Principal Shareholders: Tigerstep Developments Limited (5) 198,385,540 12.5 First Beijing Investment Ltd (6) 175,526,730 11.0 Norges Bank (7) 116,453,889 7.3 * Less than 1% 139 Table of Contents (1) Beneficial ownership is determined in accordance with the rules of the SEC.
A shareholder has the right to seek damages if a duty owed by our directors is breached. Terms of Directors and Officers Our officers are elected by and serve at the discretion of the board of directors.
In fulfilling their duty of care to us, our directors must ensure compliance with our third amended and restated memorandum and articles of association. A shareholder has the right to seek damages if a duty owed by our directors is breached.
As of May 31, 2024, options to obtain an aggregate of 25,940,885 shares in East Buy remained outstanding under the East Buy Pre-IPO Share Option Scheme. No options were forfeited and no shares were cancelled in the fiscal year ended May 31, 2024.
As of May 31, 2025, awards to obtain an aggregate of 5,563,120 shares in East Buy were granted but not yet vested under the East Buy 2023 Scheme. Awards to obtain 4,084,350 shares in East Buy shares were either forfeited or cancelled in the fiscal year ended May 31, 2025.
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Yu received his bachelor’s degree in English from Peking University. 131 Table of Contents Mr. Chenggang Zhou has served as our director since November 2010 and chief executive officer since September 2016. Mr.
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Hsieh served as an independent director of YUM China (NYSE: YUMC; HKEX: 9987) from November 2016 to June 2023, and chairman of the audit committee from 2016 to 2019, of Yum China Holdings, Inc. From May 2017 to October 2019, Mr. Hsieh served as the global chief financial officer of NIO Inc.
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Hsieh also serves as an independent director and chairman of the audit committee since May 2014, of JD.com Inc.
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Yue Zhuge has served as our independent director since December 2024. Dr. Yue Zhuge has served as a partner at NGP Capital since June 2023 and as a founding partner of QuarkStar since January 2022. Prior to that, Dr.
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John Zhuang Yang has served as our independent director since August 2007. From July 2021, he has also served as an independent director of UXIN Limited, which is a used car company listed on the Nasdaq Stock Market. Dr.
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Zhuge was the General Manager and VP of R&D at Hulu Beijing from May 2015 to May 2021, where her team developed key technologies in machine learning, AI, video, advertising, search, and data science. Dr. Zhuge also served as the chief executive officer and co-founder of Landscape Mobile from May 2013 to May 2015.
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Yang was Co-Dean and Professor of Management of the Beijing International MBA Program (BIMBA) at National School of Development of Peking University from 2001 to 2020. He is now Professor Emeritus of Peking University and an adjunct professor of management at Schwarzman College, Tsinghua University. Dr.
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As a seasoned executive and technologist, Dr. Zhuge has worked at Yahoo! and Microsoft during the early years of her career. She served as a Board Member of Trustees at Dulwich College Beijing and as a mentor for Schwarzman Scholars at Tsinghua University.
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Yang holds a Ph.D. degree in business administration from Columbia University, a master’s degree in sociology from Columbia University, a master’s degree in international and public affairs from the Woodrow Wilson School of Public and International Affairs at Princeton University, and a bachelor’s degree from the English Language and Literature Department of Peking University. 132 Table of Contents Employment Agreements We have entered into employment agreements with each of our executive officers.
Added
She studied in the computer science department at Tsinghua University, and she received her first master’s degree in applied mathematics from Stony Brook University, her second master’s degree in computer science from Stanford University, and her Ph.D. in computer science from Stanford University. Dr.
Removed
On March 9, 2023, the shareholders of East Buy approved an employee’s share incentive scheme, or the East Buy 2023 Scheme, under which East Buy is authorized to issue up to 101,351,871 shares in East Buy pursuant to awards granted to, among others, directors, employees of East Buy or its affiliate.
Added
Zhuge is the chief editor of the books The Quest for Machine Learning and The Quest for Deep Learning .
Removed
In the fiscal year ended May 31, 2024, the nominating and corporate governance committee passed resolutions by unanimous written consent once. Duties of Directors Under Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests.
Added
She is also the author of the popular science book Computational Thinking and two parenting books My Two Boys: A Devil and an Angel and Growing Tree: A Guide for the Future of Parenting . 134 Table of Contents Employment Agreements We have entered into employment agreements with each of our executive officers.
Removed
Johnson with the SEC on February 9, 2024 (the “Schedule 13G”). As reported in the Schedule 13G, members of the Johnson family, including Abigail P. Johnson, a director, the chairman and the chief executive officer of FMR LLC, may be deemed under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.
Added
Hsieh * † 01/26/2025 07/15/2026 Louis T. Hsieh * † 01/26/2025 07/15/2027 Louis T.
Removed
The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210, United States.
Added
East Buy Pre-IPO Share Option Scheme has expired on March 27, 2025 and all of the then outstanding options under the plan has terminated.
Removed
(7) Represents (i) 72,369,822 common shares, including 28,159,510 common shares represented by 2,815,951 ADSs, and (ii) 10,912,483 common shares, including 3,976,560 common shares represented by 397,656 ADSs, beneficially owned by GIC Private Limited, or GIC, as reported in a Schedule 13G filed by GIC with the SEC on July 5, 2024 (the “Schedule 13G”).
Added
On March 24, 2025, East Buy adopted an employee’s share incentive scheme, or the East Buy 2025 Scheme.
Removed
As reported in the Schedule 13G, GIC has the sole voting and disposal power over 72,369,822 shares it beneficially owns and shares voting and disposal power over 10,912,483 shares it beneficially owns with the Monetary Authority of Singapore. GIC is wholly-owned by the Government of Singapore, who disclaims beneficial ownership of such shares, as reported in the Schedule 13G.
Added
An award granted under the East Buy 2025 Scheme to a grantee will be satisfied by shares acquired through on-market acquisition through trusts (i.e. existing shares), and no new shares will be issued by East Buy pursuant to the East Buy 2025 Scheme.
Added
The address of First Beijing Investment Ltd is 16th Floor, On Building, 162 Queens Road, Central, Hong Kong. (7) Represents 116,453,889 common shares beneficially owned by Norges Bank, as reported in a Schedule 13G filed by Norges Bank with the SEC on April 4, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

8 edited+0 added−4 removed6 unchanged
Biggest changeAs of May 31, 2024, amounts due to Metropolis Holding were US$0.3 million, which represented accrued but unpaid service fee. Acquisition of Sponsorship Interest from a Related Party In June 2023 and February 2024, we acquired 9.09% and 90.91% of the sponsorship interest in Beijing Changping District Miaofeng Academy Training School, or Beijing Miaofeng, held by Mr.
Biggest changeAs of May 31, 2025, amounts due to Metropolis Holding were US$0.4 million, which represented accrued but unpaid service fee. Loans to a Related Party Thaiwoo Enterprise Management Company Limited is an equity method investee of us.
Directors and Senior Management” for a description of the employment agreements we have entered into with our senior executive officers. 138 Table of Contents Share Incentives See “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers” for a description of share-based compensation we have provided to our directors, officers and other individuals as a group.
Directors and Senior Management” for a description of the employment agreements we have entered into with our senior executive officers. Share Incentives See “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers” for a description of share-based compensation we have provided to our directors, officers and other individuals as a group.
As of May 31, 2024, amounts due from Metropolis Holding were US$4.5 million, which represented prepaid rent and rental deposit. In addition, Metropolis Holding, as a property management company, also provided property management services to the Company for several rented floors of office space.
As of May 31, 2025, amounts due from Metropolis Holding were US$5.2 million, which represented prepaid rent and rental deposit. In addition, Metropolis Holding, as a property management company, also provided property management services to the Company for several rented floors of office space.
As of May 31, 2024, 24 of our operating entities rented office space from Metropolis Holding pursuant to a series of lease agreements. The terms and conditions, including rental rates, of these lease agreements are generally the same as other tenants in the same building.
As of May 31, 2025, 38 of our operating entities rented office space from Metropolis Holding pursuant to a series of lease agreements. The terms and conditions, including rental rates, of these lease agreements are generally the same as other tenants in the same building.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” 140 Table of Contents B.
These lease agreements are typically three years and can be renewed upon mutual agreements upon expiration. The lease arrangements were approved by all of our directors, including all of the disinterested directors. During the fiscal year ended May 31, 2024, we accrued a total of US$10.9 million rent to Metropolis Holding.
These lease agreements are typically two to five years and can be renewed upon mutual agreements upon expiration. The lease arrangements were approved by all of our directors, including all of the disinterested directors. During the fiscal year ended May 31, 2025, we accrued a total of US$13.2 million rent to Metropolis Holding.
As of May 31, 2024, we had US$7.1 million in aggregate due from other related parties and US$238 thousand in aggregate due to other related parties. C. Interests of Experts and Counsel Not applicable.
As of May 31, 2025, we had US$13.9 million in aggregate due from other related parties and US$2 thousand in aggregate due to other related parties. C. Interests of Experts and Counsel Not applicable.
Subsequent to May 31, 2022, we transferred our equity investment in Dianshi Jingwei to the founder of Dianshi Jingwei and ceased our business cooperation with Dianshi Jingwei. During the fiscal year ended May 31, 2024, we recorded revenue in the amount of US$251 thousand from other related parties.
As of May 31, 2025, the outstanding balance of the loans was US$6.4 million. 141 Table of Contents Transactions with Other Related Parties During the fiscal year ended May 31, 2025, we recorded revenue in the amount of US$185 thousand from other related parties.
Removed
Yu, our executive chairman, for a consideration of US$13.8 thousand and US$138.1 thousand, respectively. In connection with the acquisition, we provided a loan with a principal amount of US$36.2 million to Beijing Miaofeng primarily for obtaining a land use right that is in the process of registration application by Beijing Miaofeng for our future operational use.
Removed
We have become the sole sponsor of Beijing Miaofeng since February 2024 and therefore Beijing Miaofeng has since ceased to be a related party. Loans to a Related Party Beijing MaxEn International Education Consulting Company Limited is an equity method investee of us.
Removed
As of May 31, 2022, the outstanding balance of the loans was US$40.2 million, which was fully impaired. Transactions with Other Related Parties Beijing Dianshi Jingwei Technology Co., Ltd., or Dianshi Jingwei, is an equity method investee of us.
Removed
In October 2021, we entered into a purchase agreement with Dianshi Jingwei for the purchase of learning devices, of which US$52.4 million was recorded as cost. The remaining balance, amounting to US$20.2 million, represents prepayment made to Dianshi Jingwei as of May 31, 2022.

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