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.     )*

 

 

New Oriental Education & Technology Group Inc.

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(Name of Issuer)

Common Shares

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(Title of Class of Securities)

 

 

G6470A 10 8                                 (CUSIP Number)

Initial Public Offering – September 7, 2006

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(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)

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CUSIP NO. G6470A 10 8		Schedule 13 G

 

1		NAME OF REPORTING PERSON            Tigerstep Development Limited I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)            N/A
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)  ¨
		(b)  ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5    SOLE VOTING POWER
		Tigerstep Development Limited, as the direct record holder of 44,000,000 common                 shares, may be deemed to have sole voting power with respect to these shares.
		6    SHARED VOTING POWER
		See item 5.
		7    SOLE DISPOSITIVE POWER
		Tigerstep Development Limited, as the direct record holder of 44,000,000 common                 shares, may be deemed to have sole dispositive power with respect to these shares.
		8    SHARED DISPOSITIVE POWER
		See item 7.

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		44,000,000 common shares
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		30.2%
12		TYPE OF REPORTING PERSON*
		CO

 

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CUSIP NO. G6470A 10 8		Schedule 13 G

 

1		NAME OF REPORTING PERSON            Bamei Li I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)            N/A
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)  ¨
		(b)  ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5    SOLE VOTING POWER
		44,000,000 common shares. Tigerstep Development Limited, a company solely owned and controlled by Ms. Li, may also be deemed to have sole voting power with respect to the above shares.
		6    SHARED VOTING POWER
		203,038 common shares
		7    SOLE DISPOSITIVE POWER
		44,000,000 common shares. Tigerstep Development Limited, a company solely owned and controlled by Ms. Li, may also be deemed to have sole dispositive power with respect to the above shares.
		8    SHARED DISPOSITIVE POWER
		203,038 common shares

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		44,203,038 common shares
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*		¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		30.4%
12		TYPE OF REPORTING PERSON*
		IN

 

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ITEM 1

(a).

NAME OF ISSUER:

New Oriental Education & Technology Group Inc. (the “Issuer”)

ITEM 1

(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

No. 6 Hai Dian Zhong Street, Haidian District, Beijing 100080, People’s Republic of China

ITEM 2

(a).

NAME OF PERSON FILING:

Tigerstep Development Limited

Bamei Li

ITEM 2

(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

Tigerstep Development Limited

c/o Michael Minhong Yu No. 6 Hai Dian Zhong Street, Haidian District, Beijing 100080, People’s Republic of China

Bamei Li c/o Michael Minhong Yu No. 6 Hai Dian Zhong Street, Haidian District, Beijing 100080, People’s Republic of China

ITEM 2

(c)

CITIZENSHIP:

Tigerstep Development Limited – British Virgin Islands

Bamei Li – PRC

ITEM 2

(d).

TITLE OF CLASS OF SECURITIES:

Common Shares

ITEM 2

(e).

CUSIP NUMBER:

G6470A 10 8

ITEM 3.

Not Applicable

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ITEM 4.		OWNERSHIP:
		The following information with respect to the ownership of the Common Shares of the Issuer by the Reporting Person is provided as of December 31, 2006:

Reporting Person		Amount beneficially owned:		Percent of class:			Sole power to vote or direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Tigerstep Development Limited		44,000,000		30.2	%		44,000,000		0		44,000,000		0
Bamei Li		44,203,038		30.4	%		44,000,000		203,038		44,000,000		203,038

		Tigerstep Development Limited, a British Virgin Islands company, is the record owner of 44,000,000 common shares of the Issuer. Bamei Li is the sole owner and director of Tigerstep Development Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, Bamei Li may be deemed to beneficially own all of the shares held by Tigerstep Development Limited.
		Capital River Group Limited, a British Virgin Islands company, holds common shares in trust for approximately 300 employees of the Issuer. Capital River Group Limited holds 203,308 common shares on behalf of Bamei Li. Baimei Li may be deemed to beneficially own these shares held by Capital River Group Limited.
		Bamei Li and Michael Minhong Yu are mother and son, and may be deemed to share beneficial ownership of the shares held by each other. Bamei Li and Michael Minhong Yu both expressly disclaim such beneficial ownership of the shares beneficially owned by Bamei Li.
ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
		Not applicable
ITEM 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
		Not applicable
ITEM 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
		Not applicable
ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
		Not applicable
ITEM 9.		NOTICE OF DISSOLUTION OF GROUP:
		Not applicable
ITEM 10.		CERTIFICATION:
		Not applicable

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SIGNATURE

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 14, 2007

 

Tigerstep Development Limited		By:		/s/ Bamei Li
		Name:		Bamei Li
		Title:		Director
Bamei Li		/s/ Bamei Li
		Bamei Li

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LIST OF EXHIBITS

 

Exhibit No.		Description
A		Joint Filing Agreement

EXHIBIT A: Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value $0.01 per share, of New Oriental Education & Technology Group Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

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Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2007.

 

Tigerstep Development Limited		By:		/s/ Bamei Li
		Name:		Bamei Li
		Title:		Director
Bamei Li		/s/ Bamei Li
		Bamei Li