Page 1 of 15
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares
- --------------------------------------------------------------------------------
(Title of Class of Securities)
647581107
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2007
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 15 Pages
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CUSIP NO. 647581107 13 G Page 2 of 15
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Private Investment Partners II, L.P. ("Tiger PIP II")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
7,278,532 shares (including 7,227,912
SHARES represented by 1,806,978 American Depositary
Shares, which may be exchanged into common
BENEFICIALLY shares), except that Tiger Global PIP
Performance II, L.L.C. ("Tiger Performance II"),
OWNED BY EACH the general partner of Tiger PIP II, may be
deemed to have sole voting power with respect to
REPORTING such shares, Tiger Global Management, LLC ("Tiger
Management"), the investment manager of Tiger PIP
PERSON II, may be deemed to have sole voting power with
respect to such shares, and Charles P. Coleman
WITH III ("Coleman"), the managing member of each of
Tiger Performance II and Tiger Management, may be
deemed to have sole voting power with respect to
such shares.
-------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
-------------------------------------------------------
7 SOLE DISPOSITIVE POWER
7,278,532 shares (including 7,227,912 represented
by 1,806,978 American Depositary Shares, which
may be exchanged into common shares), except that
Tiger Performance II, the general partner of
Tiger PIP II, may be deemed to have sole
dispositive power with respect to such shares,
Tiger Management, the investment manager of Tiger
PIP II, may be deemed to have sole dispositive
power with respect to such shares, and Coleman,
the managing member of each of Tiger Performance
II and Tiger Management, may be deemed to have
sole dispositive power with respect to such
shares.
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,278,532
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%
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12 TYPE OF REPORTING PERSON*
PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 647581107 13 G Page 3 of 15
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global PIP Performance II, L.L.C. ("Tiger Performance II")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
7,278,532 shares (including 7,227,912 represented
SHARES by 1,806,978 American Depositary Shares, which may
be exchanged into common shares), all of which are
BENEFICIALLY directly owned by Tiger PIP II. Tiger Performance
II is the general partner of Tiger PIP II and may
OWNED BY EACH be deemed to have sole voting power with respect to
such shares, and Coleman, the managing member of
REPORTING Tiger Performance II, may be deemed to have sole
voting power with respect to such shares.
PERSON
-------------------------------------------------------
WITH
6 SHARED VOTING POWER
See response to row 5.
-------------------------------------------------------
7 SOLE DISPOSITIVE POWER
7,278,532 shares (including 7,227,912 represented
by 1,806,978 American Depositary Shares, which may
be exchanged into common shares), all of which are
directly owned by Tiger PIP II. Tiger Performance
II is the general partner of Tiger PIP II and may
be deemed to have sole dispositive power with
respect to such shares, and Coleman, the managing
member of Tiger Performance II, may be deemed to
have sole dispositive power with respect to such
shares.
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,278,532
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%
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12 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------------------------------- ----------------------------
CUSIP NO. 647581107 13 G Page 4 of 15
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global, L.P. ("Tiger Global")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
48,520 shares (represented by 12,130 American
SHARES Depositary Shares, which may be exchanged into
common shares), except that each of Tiger Global
BENEFICIALLY Performance, LLC ("Tiger Global Performance"), the
general partner of Tiger Global, and Tiger
OWNED BY EACH Management, the investment manager of Tiger
Global, may be deemed to have sole voting power
REPORTING with respect to such shares, and Coleman, the
managing member of each of Tiger Global
PERSON Performance and Tiger Management, may be deemed to
have sole voting power with respect to such shares.
WITH -------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
-------------------------------------------------------
7 SOLE DISPOSITIVE POWER
48,520 shares (represented by 12,130 American
Depositary Shares, which may be exchanged into
common shares), except that each of Tiger Global
Performance, the general partner of Tiger Global,
and Tiger Management, the investment manager of
Tiger Global, may be deemed to have sole
dispositive power with respect to such shares, and
Coleman, the managing member of each of Tiger
Global Performance and Tiger Management, may be
deemed to have sole dispositive power with respect
to such shares.
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 48,520
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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12 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 647581107 13 G Page 5 of 15
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global II, L.P. ("Tiger Global II")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
12,168 shares (including 12,056 represented by
SHARES 3,014 American Depositary Shares, which may be
exchanged into common shares), except that each of
BENEFICIALLY Tiger Global Performance, the general partner of
Tiger Global II, and Tiger Management, the
OWNED BY EACH investment manager of Tiger Global II, may be
deemed to have sole voting power with respect to
REPORTING such shares, and Coleman, the managing member of
each of Tiger Global Performance and Tiger
PERSON Management, may be deemed to have sole voting
power with respect to such shares.
WITH -------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
-------------------------------------------------------
7 SOLE DISPOSITIVE POWER
12,168 shares (including 12,056 represented by
3,014 American Depositary Shares, which may be
exchanged into common shares), except that each of
Tiger Global Performance, the general partner of
Tiger Global II, and Tiger Management, the
investment manager of Tiger Global II, may be
deemed to have sole dispositive power with respect
to such shares, and Coleman, the managing member of
each of Tiger Global Performance and Tiger
Management, may be deemed to have sole dispositive
power with respect to such shares.
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 12,168
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------------------------------- ----------------------------
CUSIP NO. 647581107 13 G Page 6 of 15
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global, Ltd. ("Tiger Ltd.")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
29,848 shares (represented by 7,462 American
SHARES Depositary Shares, which may be exchanged into
common shares), except that Tiger Management, the
BENEFICIALLY investment manager of Tiger Ltd., may be deemed to
have sole voting power with respect to such shares,
OWNED BY EACH and Coleman, the director of Tiger Ltd. and the
managing member of Tiger Management, may be deemed
REPORTING to have sole voting power with respect to such
shares.
PERSON
-------------------------------------------------------
WITH
6 SHARED VOTING POWER
See response to row 5.
-------------------------------------------------------
7 SOLE DISPOSITIVE POWER
29,848 shares (represented by 7,462 American
Depositary Shares, which may be exchanged into
common shares), except that Tiger Management, the
investment manager of Tiger Ltd., may be deemed to
have sole dispositive power with respect to such
shares, and Coleman, the director of Tiger Ltd. and
the managing member of Tiger Management, may be
deemed to have sole dispositive power with respect
to such shares.
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 29,848
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 647581107 13 G Page 7 of 15
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Performance, LLC ("Tiger Global Performance")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
60,688 shares, of which 48,520 (represented by
SHARES 12,130 American Depositary Shares, which may be
exchanged into common shares) are directly owned
BENEFICIALLY by Tiger Global and 12,168 (including 12,056
represented by 3,014 American Depositary Shares,
OWNED BY EACH which may be exchanged into common shares) are
directly owned by Tiger Global II. Tiger Global
REPORTING Performance is the general partner of each of
Tiger Global and Tiger Global II and may be
PERSON deemed to have sole voting power with respect to
such shares, Tiger Management is the investment
WITH manager of each of Tiger Global and Tiger Global
II and may be deemed to have sole voting power
with respect to such shares and Coleman, the
managing member of each of Tiger Global
Performance and Tiger Management, may be deemed
to have sole voting power with respect to such
shares.
-------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
-------------------------------------------------------
7 SOLE DISPOSITIVE POWER
60,688 shares, of which 48,520 (represented by
12,130 American Depositary Shares, which may be
exchanged into common shares) are directly owned
by Tiger Global and 12,168 (including 12,056
represented by 3,014 American Depositary Shares,
which may be exchanged into common shares) are
directly owned by Tiger Global II. Tiger Global
Performance is the general partner of each of
Tiger Global and Tiger Global II and may be
deemed to have sole dispositive power with
respect to such shares, Tiger Management is the
investment manager of each of Tiger Global and
Tiger Global II and may be deemed to have sole
dispositive power with respect to such shares and
Coleman, the managing member of each of Tiger
Global Performance and Tiger Management, may be
deemed to have sole dispositive power with
respect to such shares.
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 60,688
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------------------------------- ----------------------------
CUSIP NO. 647581107 13 G Page 8 of 15
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Management, LLC ("Tiger Management")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
7,369,068 shares, of which 7,278,532 are directly
SHARES owned by Tiger PIP II (including 7,227,912
represented by 1,806,978 American Depositary
BENEFICIALLY Shares, which may be exchanged into common
shares), 48,520 (represented by 12,130 American
OWNED BY EACH Depositary Shares, which may be exchanged into
common shares) are directly owned by Tiger Global,
REPORTING 12,168 (including 12,056 represented by 3,014
American Depositary Shares, which may be exchanged
PERSON into common shares) are directly owned by Tiger
Global II and 29,848 (represented by 7,462
WITH American Depositary Shares, which may be exchanged
into common shares) are directly owned by Tiger
Ltd. Tiger Management is the investment manager
of each of Tiger PIP II, Tiger Global, Tiger
Global II and Tiger Ltd. and may be deemed to have
sole voting power with respect to such shares,
Tiger Global Performance is the general partner of
each of Tiger Global and Tiger Global II and may
be deemed to have sole voting power with respect
to such shares and Coleman is the managing member
of Tiger Management and the director of Tiger Ltd.
and may be deemed to have sole voting power with
respect to such shares.
-------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
-------------------------------------------------------
7 SOLE DISPOSITIVE POWER
7,369,068 shares, of which 7,278,532 are directly
owned by Tiger PIP II (including 7,227,912
represented by 1,806,978 American Depositary
Shares, which may be exchanged into common shares),
48,520 (represented by 12,130 American Depositary
Shares, which may be exchanged into common shares)
are directly owned by Tiger Global, 12,168
(including 12,056 represented by 3,014 American
Depositary Shares, which may be exchanged into
common shares) are directly owned by Tiger Global
II and 29,848 (represented by 7,462 American
Depositary Shares, which may be exchanged into
common shares) are directly owned by Tiger Ltd.
Tiger Management is the investment manager of each
of Tiger PIP II, Tiger Global, Tiger Global II and
Tiger Ltd. and may be deemed to have sole
dispositive power with respect to such shares,
Tiger Global Performance is the general partner of
each of Tiger Global and Tiger Global II and may be
deemed to have sole dispositive power with respect
to such shares and Coleman is the managing member
of Tiger Management and the director of Tiger Ltd.
and may be deemed to have sole dispositive power
with respect to such shares.
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,369,068
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 647581107 13 G Page 9 of 15
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Charles P. Coleman III ("Coleman")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
7,369,068 shares, of which 7,278,532 are
SHARES directly owned by Tiger PIP II (including
7,227,912 represented by 1,806,978 American
BENEFICIALLY Depositary Shares, which may be exchanged into
common shares), 48,520 (represented by 12,130
OWNED BY EACH American Depositary Shares, which may be
exchanged into common shares) are directly owned
REPORTING by Tiger Global, 12,168 (including 12,056
represented by 3,014 American Depositary Shares,
PERSON which may be exchanged into common shares) are
directly owned by Tiger Global II and 29,848
WITH (represented by 7,462 American Depositary
Shares, which may be exchanged into common
shares) are directly owned by Tiger Ltd.
Coleman is the managing member of each of Tiger
Performance II (the general partner of Tiger PIP
II), Tiger Global Performance (the general
partner of each of Tiger Global and Tiger Global
II) and Tiger Management (the investment manager
of each of Tiger PIP II, Tiger Global, Tiger
Global II and Tiger Ltd.) and the director of
Tiger Ltd. and may be deemed to have sole voting
power with respect to such shares.
-------------------------------------------------------
6 SHARED VOTING POWER
See response to row 5.
-------------------------------------------------------
7 SOLE DISPOSITIVE POWER
7,369,068 shares, of which 7,278,532 are directly
owned by Tiger PIP II (including 7,227,912
represented by 1,806,978 American Depositary
Shares, which may be exchanged into common
shares), 48,520 (represented by 12,130 American
Depositary Shares, which may be exchanged into
common shares) are directly owned by Tiger
Global, 12,168 (including 12,056 represented by
3,014 American Depositary Shares, which may be
exchanged into common shares) are directly owned
by Tiger Global II and 29,848 (represented by
7,462 American Depositary Shares, which may be
exchanged into common shares) are directly owned
by Tiger Ltd. Coleman is the managing member of
each of Tiger Performance II (the general partner
of Tiger PIP II), Tiger Global Performance (the
general partner of each of Tiger Global and Tiger
Global II) and Tiger Management (the investment
manager of each of Tiger PIP II, Tiger Global,
Tiger Global II and Tiger Ltd.) and the director
of Tiger Ltd. and may be deemed to have sole
dispositive power with respect to such shares.
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
See response to row 7.
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 7,369,068
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------------------------------- ----------------------------
CUSIP NO. 647581107 13 G Page 10 of 15
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This Amendment No. 1 amends the Schedule 13G filed by Tiger Global Private
Investment Partners II, L.P., a Cayman Islands limited partnership ("Tiger PIP
II"), Tiger Global PIP Performance II, L.L.C., a Delaware limited liability
company ("Tiger Performance II"), Tiger Global, L.P., a Delaware limited
partnership ("Tiger Global"), Tiger Global II, L.P., a Delaware limited
partnership ("Tiger Global II"), Tiger Global, Ltd., a Cayman Islands exempted
company ("Tiger Ltd."), Tiger Global Performance, LLC, a Delaware limited
liability company ("Tiger Global Performance"), Tiger Global Management, LLC, a
Delaware limited liability company ("Tiger Management"), and Charles P. Coleman
III ("Coleman"). The foregoing entities and individual are collectively referred
to as the "Reporting Persons." Only those items as to which there has been a
change are included in this Amendment No. 1.
ITEM 2(A). NAME OF PERSONS FILING
----------------------
This Statement is filed by the Reporting Persons.
Tiger Performance II, the general partner of Tiger PIP II, and Tiger
Management, the investment manager of Tiger PIP II, may be deemed to
have sole power to vote and sole power to dispose of shares of the
issuer directly owned by Tiger PIP II. Tiger Global Performance, the
general partner of Tiger Global and Tiger Global II, may be deemed
to have sole power to vote and sole power to dispose of shares of
the issuer directly owned by Tiger Global and Tiger Global II. Tiger
Management, the investment manager of each of Tiger PIP II, Tiger
Global, Tiger Global II and Tiger Ltd., may be deemed to have sole
power to vote and sole power to dispose of shares of the issuer
directly owned by Tiger PIP II, Tiger Global, Tiger Global II and
Tiger Ltd. Coleman is the managing member of Tiger Performance II,
Tiger Global Performance and Tiger Management and the director of
Tiger Ltd. and may be deemed to have sole power to vote and sole
power to dispose of shares of the issuer directly owned by Tiger PIP
II, Tiger Global, Tiger Global II and Tiger Ltd.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE
------------------------------------
The address for each of the Reporting Persons is:
Tiger Global Management, LLC
101 Park Avenue, 48th Floor
New York, NY 10178 USA
ITEM 2(C) CITIZENSHIP
Tiger PIP II is a Cayman Islands limited partnership. Tiger
Global and Tiger Global II are Delaware limited partnerships.
Tiger Performance II, Tiger Global Performance and Tiger
Management are Delaware limited liability companies. Tiger Ltd.
is a Cayman Islands exempted company. Coleman is a United States
citizen.
OWNERSHIP:
The following information with respect to the ownership of the
Ordinary Shares of the issuer by the Reporting Persons is provided
as of December 31, 2007:
(a) AMOUNT BENEFICIALLY OWNED:
See Row 9 of cover page for each Reporting Person.
(b) PERCENT OF CLASS:
See Row 11 of cover page for each Reporting Person.
- ---------------------------------------- ----------------------------
CUSIP NO. 647581107 13 G Page 11 of 15
- ---------------------------------------- ----------------------------
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
See Row 5 of cover page for each Reporting
Person.
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
See Row 6 of cover page for each Reporting
Person.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
See Row 7 of cover page for each Reporting
Person.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
See Row 8 of cover page for each Reporting
Person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
--------------------------------------------
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following: [x] Yes
Page 12 of 15
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 12, 2008
Tiger Global Private Investment Partners II, L.P. /s/ Charles P. Coleman III
By Tiger Global PIP Performance II, L.L.C. -----------------------------
Its General Partner Signature
Charles P. Coleman III
Managing Member
Tiger Global PIP Performance II, L.L.C. /s/ Charles P. Coleman III
-----------------------------
Signature
Charles P. Coleman III
Managing Member
Tiger Global, L.P. /s/ Charles P. Coleman III
By Tiger Global Performance, LLC -----------------------------
Its General Partner Signature
Charles P. Coleman III
Managing Member
Tiger Global II, L.P. /s/ Charles P. Coleman III
By Tiger Global Performance, LLC -----------------------------
Its General Partner Signature
Charles P. Coleman III
Managing Member
Tiger Global, Ltd. /s/ Charles P. Coleman III
-----------------------------
Signature
Charles P. Coleman III
Director
Page 13 of 15
Tiger Global Performance, LLC /s/ Charles P. Coleman III
-----------------------------
Signature
Charles P. Coleman III
Managing Member
Tiger Global Management, LLC /s/ Charles P. Coleman III
-----------------------------
Signature
Charles P. Coleman III
Managing Member
Charles P. Coleman III /s/ Charles P. Coleman III
-----------------------------
Signature
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 14 of 15
EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
- -------
Exhibit A: Agreement of Joint Filing 15
Page 15 of 15
EXHIBIT A
Agreement of Joint Filing
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The Reporting Persons hereby agree that a single Schedule 13G (or any
amendment thereto) relating to the Common Shares of New Oriental Education &
Technology Group Inc. shall be filed on behalf of each of the Reporting Persons.
Note that copies of the applicable Agreement of Joint Filing are already on file
with the appropriate agencies.