新东方教育2022年度报告

FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G)OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2023. OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OFTHE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period fromto Commission file number: 001-32993 NEW ORIENTAL EDUCATION &TECHNOLOGY GROUP INC. N/A(Translation of Registrant’s name into English) Cayman Islands(Jurisdiction of incorporation or organization) No. 6 Hai Dian Zhong StreetHaidian District, Beijing 100080People’s Republic of China(Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: *Effective on August 18, 2011, the ratio of ADSs to our common shares was changed from one ADSrepresenting four common shares to one ADS representing one common share. Effective on April 8,2022, the ratio of ADSs to our common shares was further changed from one ADS representing onecommon share to one ADS representing ten common shares.**Effective on March 10, 2021, we implemented a one-for-ten share split, in which each common share of par value of US$0.01 each were subdivided into ten common shares, with a par value of US$0.001each. Securities registered or to be registered pursuant to Section 12(g) of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None(Title of Class) Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as ofthe close of the period covered by the annual report. 1,643,162,653 common shares, par value US$0.001per share, as of May 31, 2023. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.Yes☒No☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.Yes☐No☒ Note — Checking the box above will not relieve any registrant required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Non-accelerated filer☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ † The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S. GAAP☒International Financial Reporting Standards as issu