UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
New Oriental Education & Technology Group Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
G6470A108
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ 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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. |
G6470A108 |
| 1 | NAMES OF REPORTING PERSONS Tigerstep Developments Limited (“Tigerstep”) |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| The British Virgin Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 28,400,000 common shares. Tigerstep may be deemed to have sole voting power with respect to these shares. Bamei Li may also be deemed to have sole voting power with respect to the above shares. | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 28,400,000 common shares. Tigerstep may be deemed to have sole voting power with respect to these shares. Bamei Li may also be deemed to have sole voting power with respect to the above shares. | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 28,400,000 common shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 18.5% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
Page 2 of 7 Pages
CUSIP No. |
G6470A108 |
| 1 | NAMES OF REPORTING PERSONS Bamei Li |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| The People’s Republic of China | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 28,400,000 common shares. Tigerstep may be deemed to have sole voting power with respect to these shares. Bamei Li may also be deemed to have sole voting power with respect to the above shares. | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 28,400,000 common share. Tigerstep may be deemed to have sole voting power with respect to these shares. Bamei Li may also be deemed to have sole voting power with respect to the above shares. | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 28,400,000 common shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 18.5% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
Page 3 of 7 Pages
CUSIP No. |
G6470A108 |
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 Developments Limited | ||
| Bamei Li | ||
ITEM 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: | |
| Tigerstep Developments 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 Developments Limited — British Virgin Islands | ||
| Bamei Li — People’s Republic of China | ||
ITEM 2(d).
|
TITLE OF CLASS OF SECURITIES: | |
| Common Shares | ||
ITEM 2(e).
|
CUSIP NUMBER: | |
| G6470A108 | ||
ITEM 3.
|
Not Applicable |
Page 4 of 7 Pages
CUSIP No. |
G6470A108 |
ITEM 4.
|
OWNERSHIP: | |
| The following information with respect to the ownership of the Common Shares of the issuer by each of the reporting persons is provided as of December 31, 2010: |
| Sole | Shared | |||||||||||||||||||||||
| power to | power to | Sole power to | Shared power | |||||||||||||||||||||
| Amount | vote or | vote or to | dispose or to | to dispose or | ||||||||||||||||||||
| beneficially | Percent | direct | direct | direct the | to direct the | |||||||||||||||||||
| Reporting Person | owned: | of class: | the vote: | the vote: | disposition of: | disposition of: | ||||||||||||||||||
Tigerstep Developments Limited |
28,400,000 | 18.5 | % | 28,400,000 | 0 | 28,400,000 | 0 | |||||||||||||||||
Bamei Li |
28,400,000 | 18.5 | % | 28,400,000 | 0 | 28,400,000 | 0 | |||||||||||||||||
| As of December 31, 2010, Tigerstep Developments Limited, a British Virgin Islands company, was the beneficial owner of 28,400,000 common shares of the Issuer. Bamei Li is the sole owner and director of Tigerstep Developments 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 Developments Limited. | ||
| Bamei Li and Michael Minhong Yu are mother and son. Michael Minhong Yu may be deemed to have beneficial ownership of the shares held by Bamei Li. Michael Minhong Yu expressly disclaims 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 |
Page 5 of 7 Pages
CUSIP No. |
G6470A108 |
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: | |
| Not applicable | ||
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP: | |
| Not applicable | ||
ITEM 10.
|
CERTIFICATIONS: | |
| Not applicable |
Page 6 of 7 Pages
CUSIP No. |
G6470A108 |
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 9, 2011
| Tigerstep Developments Limited | By: | Bamei Li | ||
| Name: | Bamei Li | |||
| Title: | Director | |||
| Bamei Li | Bamei Li | |||
| Bamei Li | ||||
Page 7 of 7 Pages
LIST OF EXHIBITS
| Exhibit No. | Description | |
A
|
Joint Filing Agreement |
EXHIBIT A
Joint Filing Agreement
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.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 9, 2011.
Tigerstep Developments Limited
|
By: | Bamei Li
|
||
| Name: Bamei Li | ||||
| Title: Director | ||||
| Bamei Li | Bamei Li | |||
| Bamei Li | ||||