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Significant Differences between New Oriental’s Corporate Governance Practices and Those Followed by U.S. Domestic Companies under NYSE Listing Standards

Section 303A.01 of the NYSE Listed Company Manual (the “Manual”) requires each listed company to have a majority of independent directors. As a Cayman Islands company, New Oriental is not required under applicable Cayman Islands law to have a majority of independent directors. Currently, three of the six members of New Oriental’s board of directors satisfy the independence test under Section 303A.02 of the Manual.

Section 303A.12(a) of the Manual requires each listed company’s chief executive officer to certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards. New Oriental’s chief executive officer is not required under applicable Cayman Islands law to make such a certification. New Oriental has not submitted the certification required by Section 303A.12(a) of the Manual in the past.

Other than the differences discussed above, there are no significant differences between New Oriental’s corporate governance practices and those followed by U.S. domestic companies as required under the Manual.