6-K
New Oriental Education & Technology Group Inc. (EDU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission File Number: 001-32993
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.
No. 6 Hai Dian Zhong Street
Haidian District
Beijing100080, People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Exhibit Index
| Exhibit 99.1 | – | Press Release |
|---|---|---|
| Exhibit 99.2 | – | Notice of Annual General Meeting |
| Exhibit 99.3 | – | Form of Proxy for Annual General Meeting |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| New Oriental Education & Technology Group Inc. | |
|---|---|
| By: | /s/ Stephen Zhihui Yang |
| Name:Stephen Zhihui Yang | |
| Title:Executive President and Chief Financial Officer |
Date: October 17, 2025
[Signature Page to 6-K]
EX-99.1
Exhibit 99.1
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC. TO HOLD
ANNUAL GENERAL MEETING ON NOVEMBER 21, 2025
BEIJING, Oct. 17, 2025 /PRNewswire/ — New Oriental Education & Technology Group Inc. (the “Company” or “New Oriental”) (NYSE: EDU and SEHK: 9901), a provider of private educational services in China, today announced that it will hold an annual general meeting (the “AGM”) of shareholders (the “Notice of AGM”) at No. 6 Hai Dian Zhong Street Haidian District, Beijing, People’s Republic of China on November 21, 2025 at 5:00 p.m., local time. Holders of record of common shares of the Company at the close of business on the October 16, 2025 (Hong Kong time) are entitled to notice of, to attend and vote at, the AGM or any adjournment or postponement thereof. Holders of the Company’s American depositary shares (“ADSs”) as of the close of business on October 16, 2025, New York time who wish to exercise their voting rights for the underlying common shares must act through the depositary of the Company’s ADS program, Deutsche Bank Trust Company Americas.
The board of directors of New Oriental recommends that shareholders and holders of ADSs vote in favor of the resolution set out in the Notice of AGM. The Notice of AGM and form of proxy for the AGM are available on the Company’s website at http://investor.neworiental.org.
You may obtain an electronic copy of the Company’s annual report, free of charge, from the Company’s website at http://investor.neworiental.org, the U.S. Securities and Exchange Commission’s website at www.sec.gov or from The Stock Exchange of Hong Kong Limited’s website at www.hkexnews.hk.
About New Oriental
New Oriental is a provider of private educational services in China offering a wide range of educational programs, services and products to a varied student population throughout China. New Oriental’s program, service and product offerings mainly consist of educational services and test preparation courses, private label products and livestreaming e-commerce, and overseas study consulting services. New Oriental is listed on NYSE (NYSE: EDU) and SEHK (9901.SEHK), respectively. New Oriental’s ADSs, each of which represents ten common shares, are listed and traded on the NYSE. The Hong Kong-listed shares are fully fungible with the ADSs listed on NYSE.
For more information about New Oriental, please visit http://www.neworiental.org/english/.
Contacts
For investor and media inquiries, please contact:
Ms. Sisi Zhao
New Oriental Education & Technology Group Inc.
Tel: +86-10-6260-5568
Email: zhaosisi@xdf.cn
Ms. Rita Fong
FTI Consulting
Tel: +852 3768 4548
Email: rita.fong@fticonsulting.com
EX-99.2
Exhibit 99.2
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.
(incorporated in the Cayman Islands with limited liability)
(NYSE: EDU and SEHK: 9901)
––––––
Notice of Annual General Meeting
to be held on November 21, 2025
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of New Oriental Education & Technology Group Inc. (the “Company”) will be held at No. 6 Hai Dian Zhong Street, Haidian District, Beijing, People’s Republic of China on November 21, 2025 at 5:00 p.m. (local time), for the purposes to consider and, if thought fit, pass the following resolution:
- as an ordinary resolution, THAT Dr. Yue Zhuge be re-elected as a director of the Company.
COMMON SHARE RECORD DATE AND ADS RECORD DATE
The Board of Directors of the Company has fixed the close of business on October 16, 2025, Hong Kong time, as the record date (the “Common Share Record Date”) of common shares of the Company, par value US$0.001 per share (“Common Shares”). Holders of record of the Company’s Common Shares as of the Common Share Record Date are entitled to attend and vote at the AGM and any adjourned meeting thereof.
Holders of record of American Depositary Shares (the “ADSs”) as of the close of business on October 16, 2025, New York time (the “ADS Record Date”) who wish to exercise their voting rights for the underlying Common Shares must give voting instructions to Deutsche Bank Trust Company Americas, the depositary of the ADSs.
ATTENDING THE AGM
Only holders of record of Common Shares as of the Common Share Record Date are entitled to attend and vote at the AGM. Please note that holders of ADSs are not entitled to attend the AGM. Any ADS holder who appears at the venue of the AGM will not be allowed to attend the AGM.
All officers and agents of the Company reserve the right to refuse any person entry to the AGM venue, or to instruct any person to leave the AGM venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the AGM.
PROXY FORMS AND ADS VOTING CARDS
A holder of Common Shares as of the Common Share Record Date may appoint a proxy to exercise his or her rights at the AGM. A holder of ADSs as of the ADS Record Date will need to instruct Deutsche Bank Trust Company Americas, the depositary of the ADSs, as to how to vote the Common Shares represented by the ADSs. Please refer to the proxy form (for holders of Common Shares) or ADS voting card (for holders of ADSs), which are attached to and made a part of this notice for further details and instructions.
Holders of record of the Company’s Common Shares on the Company’s Register of Members as of the Common Share Record Date are cordially invited to attend the AGM in person. Your vote is important. You are urged to complete, sign, date and return the accompanying proxy form to us (for holders of Common Shares) or your voting instructions to Deutsche Bank Trust Company Americas (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. We must receive the proxy form by no later than 5:00 p.m., Hong Kong time, on November 19, 2025 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the AGM, and Deutsche Bank Trust Company Americas must receive your voting instructions by no later than 10:00 a.m., New York time, on November 12, 2025 to enable the votes attaching to the Common Shares represented by your ADSs to be cast at the AGM.
ANNUAL REPORT
You may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at http://investor.neworiental.org, from the SEC’s website at www.sec.gov or the Hong Kong Stock Exchange’s website at www.hkexnews.hk.
| By Order of the Board of Directors, | |
|---|---|
| New Oriental Education & Technology Group Inc. | |
| /s/ Michael Minhong Yu | |
| Michael Minhong Yu | |
| Chairman of the Board | |
| Executive Office:<br> <br><br><br><br>No. 6 Hai Dian Zhong Street<br> <br>Haidian District, Beijing<br><br><br>People’s Republic of China | Registered Office:<br> <br><br><br><br>Conyers Trust Company (Cayman) Limited,<br> <br>Cricket Square, Hutchins<br>Drive, P.O. Box 2681,<br> <br>Grand Cayman KY1-1111, Cayman Islands |
| --- | --- |
Beijing, October 17, 2025
EX-99.3
Exhibit 99.3
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.
(incorporated in the Cayman Islands with limited liability)
(NYSE: EDU and SEHK: 9901)
––––––
Form of Proxy for Annual General Meeting
to be held on November 21, 2025
(or any adjournment(s) or postponement(s) thereof)
Introduction
This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of New Oriental Education & Technology Group Inc., a Cayman Islands company (the “Company”), of proxies from the holders of the issued common shares, par value US$0.001 per share, of the Company (the “Common Shares”) to be exercised at the Annual General Meeting of the Company (the “Meeting”) to be held at No. 6 Hai Dian Zhong Street Haidian District, Beijing, People’s Republic of China on November 21, 2025 at 5:00 p.m. (local time), and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting.
Only the holders of record of the Common Shares on the Company’s register of members at the close of business on October 16, 2025 (Hong Kong Time) are entitled to notice of, to attend and to vote at the Meeting. Each Common Share is entitled to one vote on all matters. The quorum of the Meeting is at least two shareholders which hold an aggregate of at least one-tenth of the voting share capital, present in person or by proxy and entitled to vote, throughout the Meeting.
The Common Shares represented by all properly executed proxies returned to the Company will be voted at the Meeting as indicated or, if no instruction is given, the proxy will vote the shares in his/her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the Meeting acts as proxy and is entitled to exercise his/her discretion, he/she is likely to vote the shares FOR the resolution. As to any other business that may properly come before the Meeting, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the Meeting. However, if any other matter properly comes before the Meeting, or any adjournment(s) or postponement(s) thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised by (i) by submitting with the Company, at the address set forth below, a duly signed revocation or (ii) voting in person at the Meeting.
To be valid, this Form of Proxy must be completed, signed and returned to 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,Hong Kong as soon as possible so that it is received by the Company no later than 5:00 p.m., Hong Kong time, on November 19, 2025 to ensure your representation at the AGM.
NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC.
(incorporated in the Cayman Islands with limited liability)
(NYSE: EDU and SEHK: 9901)
––––––
Form of Proxy for Annual General Meeting
to be held on November 21, 2025
(or any adjournment(s) or postponement(s) thereof)
I/We of , being the registered holder of common shares,^(Note^^1^^)^ par value US$0.001 per share, of New Oriental Education & Technology Group Inc. (the “Company”), hereby appoint the Chairman of the Annual General Meeting^(Note^^2^^)^ or of as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjournment(s) or postponement(s) thereof) of the Company to be held at No. 6 Hai Dian Zhong Street Haidian District, Beijing, People’s Republic of China and at any adjournment(s) or postponement(s) thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.^(Note^^3^^)^
| RESOLUTION | FOR^(Note3)^ | AGAINST^(Note3)^ | ABSTAIN^(Note3)^ | |
|---|---|---|---|---|
| 1. | As an ordinary resolution:<br> <br>Resolution<br>No. 1 set out in the Notice of the Annual General Meeting (to approve the re-election of Dr. Yue Zhuge as a director of the Company). | |||
| Dated _______________, 2025 | Signature(s)^(Note^^4^^)^ ____________________ | |||
| --- | --- | |||
| Notes: | ||||
| --- | ||||
| ^1^ | Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is<br>inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). | |||
| --- | --- | |||
| ^2^ | If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THEMEETING” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his/her stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THEPERSON(S) WHO SIGN(S) IT. | |||
| --- | --- | |||
| ^3^ | IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.” IF YOUWISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” ALTERNATIVELY, YOU MAY ALSO INDICATE THE RESPECTIVE NUMBERS OF SHARES FOR EACH OF THE “FOR,” “AGAINST” AND “ABSTAIN”COLUMNS. Failure to complete any or all the boxes will entitle your proxy to cast his or her votes at his or her discretion. A proxy need not be a member of the Company, but must attend the AGM in person. A member may only have one form of proxy<br>valid at any one time and if a member submits more than one form of proxy, the last form of proxy received in the manner described in this form of proxy above shall be treated as the only valid form of proxy. Any alteration made to this form of<br>proxy must be duly initialed by the person who signs it. Completion and deposit of a form of proxy does not prevent a member from attending the AGM in person but if a member attends the AGM and votes, this proxy will be revoked.<br> | |||
| --- | --- | |||
| ^4^ | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a<br>corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same. | |||
| --- | --- |