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

Rhea-AI Filing Summary

First Beijing Investment Ltd reported beneficial ownership of 175,526,730 New Oriental Education & Technology Group Inc. shares, representing 10.65% of the outstanding class based on 1,647,514,863 shares as of May 31, 2024. The position comprises 85,627,100 common shares and 8,989,963 American Depositary Shares (each ADS representing ten common shares). The filer states sole dispositive power over all 175,526,730 shares and sole voting power over 86,076,500 shares. The filing includes a certification that the shares were not acquired to change or influence control of the issuer.

Positive

• Material disclosure of a >10% ownership stake (175,526,730 shares, 10.65%), providing transparency to the market
• Sole dispositive power over all reported shares clarifies who can effect transactions in the position
• Certification of non-control intent reduces immediate concerns about takeover or activist control efforts

Negative

• None.

Insights

Financial Analyst

TL;DR: A Hong Kong entity disclosed a >10% stake in New Oriental, a material passive ownership disclosure without stated intent to seek control.

The filing documents a sizable minority stake equal to 10.65% of New Oriental's outstanding common shares, calculated from the issuer's Form 20-F share count. The holder reports full dispositive authority and substantial sole voting power for about half the position, indicating the ability to sell or retain the position unilaterally. Because the filing expressly certifies no purpose to influence control, this appears to be a passive, reportable ownership event rather than an activist or control-seeking effort. For market impact, ownership of this scale can attract attention from investors and may affect liquidity or signaling, but absent additional transactions or statements it is a routine disclosure.

Corporate Governance Expert

TL;DR: The disclosure notifies stakeholders of a material investor with sole dispositive power but affirms no intent to alter corporate control.

The schedule provides governance-relevant detail: sole dispositive power over all reported shares and sole voting power over 86,076,500 shares. The explicit certification that the shares are not held to change or influence control reduces immediate takeover/governance concerns. Nonetheless, a >10% holder is material for board and shareholder dynamics and may warrant monitoring for future filings, nominations, or coordination with other holders. No group affiliations or agents are reported, and no additional governance actions are disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

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)

09/16/2025

(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 86,076,500.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 175,526,730.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

175,526,730.00

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)

10.7 %

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 175,526,730 common shares represent 85,627,100 common shares of the Issuer and 8,989,963 ADSs (each representing ten underlying common shares) of the Issuer.
(b)	Percent of class: 10.65%. 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 86,076,500 ordinary shares represent 43,216,400 common shares of the Issuer and 4,286,010 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: 175,526,730. 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:	09/19/2025

FAQ

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

First Beijing Investment Ltd reports beneficial ownership of 175,526,730 shares.

What percentage of New Oriental does this 13G/A filing represent?

The filing states this ownership represents 10.65% of the outstanding common shares based on 1,647,514,863 shares.

Does First Beijing Investment Ltd claim voting or dispositive power over the shares?

Yes. The filer reports sole dispositive power over 175,526,730 shares and sole voting power over 86,076,500 shares.

Is the holder seeking to change or influence control of New Oriental?

No. The filing includes a certification that the securities were not acquired for the purpose of changing or influencing control of the issuer.

What is the composition of the reported position between common shares and ADSs?

The position comprises 85,627,100 common shares and 8,989,963 ADSs (each ADS represents ten underlying common shares).