Business Context and Reporting Period
This Form 6-K filing by New Oriental Education & Technology Group Inc. is dated September 25, 2023. The submission is a supplemental report pursuant to Item 16I(a) of Form 20-F, addressing requirements under the Holding Foreign Companies Accountable Act (HFCAA). The filing aims to demonstrate that the Company is not owned or controlled by a governmental entity in mainland China.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a regulatory compliance submission regarding corporate ownership structure and does not contain financial performance data.
Material Changes
The filing notes a regulatory change regarding the Company's auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP. The Public Company Accounting Oversight Board (PCAOB) vacated its previous determination in December 2022 that it was unable to inspect firms headquartered in mainland China. Consequently, the Company was previously identified as a Commission-Identified Issuer under the HFCAA but is now submitting evidence to clarify its ownership status.
Guidance, Outlook, and Risks
The primary focus of the filing is the risk of delisting or regulatory scrutiny under the HFCAA due to perceived government control. Management asserts that no shareholder beneficially owned 5% or more of the Company's outstanding shares as of September 15, 2023, except for:
- Mr. Michael Minhong Yu and Tigerstep Developments Limited: Beneficially owned 202,072,160 common shares, representing 12.2% of total outstanding shares. Tigerstep is a private company incorporated in the British Virgin Islands.
- GIC Private Limited (GIC): Beneficially owned approximately 5.1% of total outstanding shares. GIC is wholly-owned by the Government of Singapore, which disclaims beneficial ownership. The Company states GIC is not owned or controlled by a governmental entity in mainland China.
The Company states it is not aware of any governmental entity in mainland China possessing the power to direct its management or policies.
Key Facts for Investor Verification
- The Company is actively addressing HFCAA compliance to avoid potential delisting risks associated with being a Commission-Identified Issuer.
- Ownership is concentrated in private hands (Mr. Yu) and a sovereign wealth fund from Singapore (GIC), with no identified mainland Chinese government control.
- The PCAOB's ability to inspect the Company's auditor in mainland China was restored in December 2022.
- This filing contains no financial results; investors should refer to the most recent Form 20-F or quarterly reports for financial data.