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United States securities and exchange commission logo
January 18, 2024
Zhihui Yang
Chief Financial Officer
New Oriental Education & Technology Group Inc.
No. 6 Hai Dian Zhong Street
Haidian District, Beijing 100080
People s Republic of China
Re: New Oriental
Education & Technology Group Inc.
Form 20-F for
Fiscal Year Ended May 31, 2023
File No. 001-32993
Dear Zhihui Yang:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended May 31, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 168
1. We note your statement
that you reviewed the Company s register of members and public
filings made by its
shareholders in connection with your required submission under
paragraph (a). Please
supplementally describe any additional materials that were reviewed
and tell us whether you
relied upon any legal opinions or third party certifications such as
affidavits as the basis
for your submission. In your response, please provide a similarly
detailed discussion of
the materials reviewed and legal opinions or third party
certifications relied
upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
instance, please tell
us how the board members current or prior memberships on, or
affiliations with,
committees of the Chinese Communist Party factored into your
Zhihui Yang
New Oriental Education & Technology Group Inc.
January 18, 2024
Page 2
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
3. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and
(b)(5) are provided
for New Oriental Education & Technology Group Inc. or the variable
interest entities.
We also note that your list of principal subsidiaries and consolidated
affiliated entities in
Exhibit 8.1 appears to indicate that you have consolidated foreign
operating entities in
Hong Kong and countries outside China that are not included in your VIEs.
Please note
that Item 16I(b) requires that you provide disclosures for yourself and
your consolidated
foreign operating entities, including variable interest entities or
similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which
your consolidated foreign operating entities are organized or
incorporated and
provide the percentage of your shares or the shares of your
consolidated operating
entities owned by governmental entities in each foreign jurisdiction
in which you
have consolidated operating entities in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is "to our knowledge." Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of the
Chinese
Communist Party.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Jennifer Gowetski at 202-551-3401 or Andrew Mew at
202-551-3377 with
any other questions.
Sincerely,
FirstName LastNameZhihui Yang
Division of Corporation
Finance
Comapany NameNew Oriental Education & Technology Group Inc.
Disclosure Review Program
January 18, 2024 Page 2
cc: Haiping Li
FirstName LastName