[SCHEDULE 13G/A] New Oriental Education and Technology Group, Inc. American SEC Filing

Rhea-AI Filing Summary

First Beijing Investment Ltd reported beneficial ownership of 133,274,220 New Oriental Education & Technology Group Inc. shares, representing 8.09% of the outstanding common stock based on 1,647,514,863 shares outstanding as of May 31, 2024. The holding comprises 62,120,900 common shares plus 7,115,332 American Depositary Shares (each ADS representing ten common shares). The filer reports 59,286,690 shares with sole voting power and 133,274,220 shares with sole dispositive power. The filing is certified as not being made to change or influence control of the issuer and is filed by an entity organized in Hong Kong acting as an Exempt Reporting Advisor.

Positive

• Material stake disclosed: Ownership of 133,274,220 shares representing 8.09% of outstanding common stock.
• Sole dispositive power reported over the entire 133,274,220-share position, clarifying control of dispositions.
• Complete statutory disclosure: Filing includes issuer identity, address, CUSIP, share breakdown, voting and dispositive powers, and percent calculation basis.

Negative

• None.

Insights

Financial Analyst

TL;DR: A Hong Kong entity holds an 8.09% economic stake with full dispositive control, a material passive position for investors to note.

This Schedule 13G/A discloses a meaningful equity position equal to 8.09% of EDU's outstanding common stock, which is above the 5% reporting threshold and therefore material for share ownership statistics and potential market interest. The holder reports sole dispositive power over the entire position while voting a subset of shares; the filing explicitly states the shares are not held to influence control. The breakdown between direct common shares and ADSs clarifies conversion exposure and voting composition. For valuation or market-impact analysis, this is a significant passive stake but the certification limits its implication for control contests.

Corporate Governance Expert

TL;DR: Ownership disclosure is complete and shows dispositive control without asserted intent to pursue governance changes.

The registrant provides clear statutory disclosure: identity, jurisdiction, holdings, voting and dispositive powers, and calculation basis for percent owned. The filing’s certification that the position is not intended to influence control is important for governance assessment; however, the concentration (8.09%) may still attract attention from management and other large holders. No group affiliations or plans to act in concert are reported. From a governance perspective, this is a formally compliant, material passive holding with sole dispositive authority but limited voting execution reported.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

New Oriental Education & Technology Group Inc.

(Name of Issuer)

common shares, par value US$0.001 per share

(Title of Class of Securities)

647581107

(CUSIP Number)

06/30/2025

(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)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 647581107

1

Names of Reporting Persons

First Beijing Investment Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 59,286,690.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 133,274,220.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

133,274,220.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.1 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Exempt Reporting Advisor

SCHEDULE 13G

Item 1.
(a)	Name of issuer: New Oriental Education & Technology Group Inc.
(b)	Address of issuer's principal executive offices: NO. 6 HAI DIAN ZHONG STREET, 9TH FLOOR, NO. 6 HAI DIAN ZHONG STREET, 9TH FLOOR, BEIJING, CHINA, 100080
Item 2.
(a)	Name of person filing: First Beijing Investment Limited
(b)	Address or principal business office or, if none, residence: 16th Floor, On Building, 162 Queens Road, Central, Hong Kong
(c)	Citizenship: Hong Kong
(d)	Title of class of securities: common shares, par value US$0.001 per share
(e)	CUSIP No.: 647581107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: These 133,274,220 common shares represent 62,120,900 common shares of the Issuer and 7,115,332 ADSs (each representing ten underlying common shares) of the Issuer.
(b)	Percent of class: 8.09%. The ownership is calculated based on 1,647,514,863 common shares of the Issuer outstanding as of May 31, 2024, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission (the "SEC") on September 25, 2024.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: These 59,286,690 ordinary shares represent 26,634,300 common shares of the Issuer and 3,265,239 ADSs (each representing ten underlying common shares) of the Issuer.
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 133,274,220. Same as Item 4.(a)
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 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 or Control Person.
	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.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

First Beijing Investment Ltd

Signature:	LI JINGWEI
Name/Title:	DIRECTOR
Date:	08/14/2025

FAQ

How many New Oriental (EDU) shares does First Beijing Investment Ltd report owning?

First Beijing Investment Ltd reports beneficial ownership of 133,274,220 shares (including ADS equivalents).

What percentage of EDU does First Beijing's holding represent?

The filing states the position represents 8.09% of EDU's outstanding common shares based on 1,647,514,863 shares outstanding.

How is the 133,274,220-share position composed between common shares and ADSs?

The holding comprises 62,120,900 common shares plus 7,115,332 ADSs, with each ADS representing ten common shares.

Does First Beijing report voting or dispositive power over the shares?

Yes. The filer reports 59,286,690 shares with sole voting power and 133,274,220 shares with sole dispositive power.

Does the filing indicate intent to influence control of EDU?

The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.