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First Beijing Investment Limited reported a significant holding in New Oriental Education & Technology Group Inc. It beneficially owns 194,991,350 common shares, equal to 12.34% of New Oriental’s outstanding common shares based on 1,580,288,613 shares outstanding as of May 31, 2025.
The position includes both ordinary common shares and American Depositary Shares, with each ADS representing ten underlying common shares. First Beijing reports sole voting power over part of the stake and sole dispositive power over the full amount, and certifies that the investment is not intended to change or influence control of New Oriental.
FAQ
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What ownership stake in New Oriental (EDU) does First Beijing report?
First Beijing Investment Limited reports beneficial ownership of 194,991,350 New Oriental common shares, representing 12.34% of the company’s outstanding common shares. This percentage is based on 1,580,288,613 shares outstanding as of May 31, 2025, from New Oriental’s Form 20-F.
How is First Beijing’s New Oriental (EDU) stake structured between shares and ADSs?
First Beijing’s 194,991,350-share stake consists of 93,931,700 common shares and 10,105,965 ADSs, with each ADS representing ten underlying common shares. The ADSs trade under CUSIP 647581107, while the underlying common shares themselves do not have a separate CUSIP.
What voting and dispositive powers does First Beijing have over its New Oriental (EDU) shares?
First Beijing has sole voting power over 100,961,760 New Oriental ordinary shares and sole dispositive power over 194,991,350 shares. It reports no shared voting power and no shared dispositive power, indicating exclusive control over decisions to sell its full reported stake.
On what share count does First Beijing base its 12.34% ownership of New Oriental (EDU)?
The 12.34% ownership figure is calculated using 1,580,288,613 New Oriental common shares outstanding as of May 31, 2025. This outstanding share count comes from New Oriental’s Form 20-F filed with the SEC on September 25, 2025, as referenced in the filing.
Does First Beijing state any intent to influence control of New Oriental (EDU)?
First Beijing explicitly certifies that its New Oriental securities were not acquired and are not held for the purpose of changing or influencing control of the issuer. It also states they are not held in connection with any transaction intended to have that control-related purpose or effect.
What is the filing type and amendment number for First Beijing’s New Oriental (EDU) disclosure?
The disclosure is a Schedule 13G/A Amendment No. 4 relating to New Oriental Education & Technology Group Inc. It updates First Beijing Investment Limited’s beneficial ownership information as of December 31, 2025, for this more-than-5% passive institutional position.
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 194,991,350 common shares represent 93,931,700 common shares of the Issuer and 10,105,965 ADSs (each representing ten underlying common shares) of the Issuer. There is no CUSIP number assigned to the common shares. CUSIP number 647581107 has been assigned to the American Depositary Shares ("ADS") of the Issuer, each ADS representing 10 common shares, which are quoted on the New York Stock Exchange under the symbol "EDU".
(b)
Percent of class:
12.34%. The ownership is calculated based on 1,580,288,613 common shares of the Issuer outstanding as of May 31, 2025, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission (the "SEC") on September 25, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
These 100,961,760 ordinary shares represent 48,927,000 common shares of the Issuer and 5,203,476 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:
194,991,350. 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.
Not Applicable
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.
