| Organization and Principal Activities | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES New Oriental Education & Technology Group Inc. (the “Company”) was incorporated in the Cayman Islands. The Company, its subsidiaries, the consolidated variable interest entities (the “VIEs”) and the VIEs’ subsidiaries and schools are collectively referred to as the “Group”. The Group provides educational services in the People’s Republic of China (the “PRC”) primarily under the “New Oriental” brand. The Group offers a wide range of educational programs, services and products, consisting primarily of educational services and test preparation courses, overseas study consulting services and educational material and distribution, as well as provision of private label products and livestreaming e-commerce On July 24, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council of the PRC jointly issued the “Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education (compulsory education includes primary school education of six years and middle school education of three years, together as the “Compulsory Stage Education”)” (the “Opinion”). The key provisions of the Opinion include, but are not limited to: (i) institutions providing after-school tutoring (the “AST”) services on academic subjects in relation to the Compulsory Stage Education (“Academic AST Institutions”) are required to be registered as non-profit On September 7, 2021, to implement the Opinion, the Chinese Ministry of Education (the “MOE”) published on its website that the MOE, together with two other government authorities, issued a circular requiring all Academic AST Institutions to complete registration as non-profit In compliance with the Opinion and applicable rules, regulations and measures, the Company decided in November 2021 to cease offering services relating to academic subjects to students from kindergarten through grade nine (“K-9 K-9 K-9 non-academic K-9 On April 7, 2021, the State Council promulgated the Amended Implementation Rules for the Private Education Law, which became effective on September 1, 2021, or the Amended Implementation Rules. Under the Amended Implementation Rules, the private schools providing compulsory education are prohibited from being controlled through contractual arrangement and conducting transactions with its related parties. As a result, the master exclusive service agreement was further amended and effective from September 1, 2021, to exclude Beijing Changping New Oriental Bilingual School (“Changping School”) and Beijing New Oriental Yangzhou Foreign Language School (“Yangzhou School”) from such agreement. On August 31, 2021, the Company ceased its ability to use its power under the contractual arrangements to direct the relevant activities that would most significantly affect the economic performance of the Company’s private schools due to implications of the Amended Implementation Rules. Accordingly, the Company deconsolidated Changping School and Yangzhou School, two private schools that provided compulsory education, in September 2021 in compliance with the Amended Implementation Rules. A deconsolidation loss of US$79,609, the carrying amount of the net assets of the schools, was recognized in “Loss on deconsolidation of subsidiaries” on its consolidated financial statements for the year ended May 31, 2022. The deconsolidation of Changping School and Yangzhou School did not meet the definition of a discontinued operation per ASC Subtopic 205-20, Presentation of Financial Statements-Discontinued Operations As of May 31, 2023, details of the Company’s major subsidiaries, the consolidated VIEs and the VIEs’ major subsidiaries and schools were as follows:
Name Date of Place of Legal Principal activity
Major subsidiaries of the Company:
Beijing Decision Education & Consulting April 20, 2005 PRC 100% Educational technology management services
Beijing Hewstone Technology Company Limited (“Beijing Hewstone”) April 20, 2005 PRC 100% Educational software development
Elite Concept Holdings Limited (“Elite Concept”) December 3, 2007 Hong Kong 100% Educational consulting
Winner Park Limited (“Winner Park”) December 9, 2008 Hong Kong 100% Educational consulting
Smart Shine International Limited (“Smart Shine”) December 9, 2008 Hong Kong 100% Educational consulting
Beijing Pioneer Technology Company Limited (“Beijing Pioneer”) January 8, 2009 PRC 100% Educational software development
Beijing Smart Wood Software Technology Company Limited (“Beijing Smart Wood”) December 21, 2011 PRC 100% Educational consulting software development
East Buy (Formerly known as “Koolearn Technology Holding Limited”) February 7, 2018 Cayman 54.95% Investment holding
New Oriental Xuncheng Technology (HK) Limited (“Koolearn Tech”) March 2, 2018 Hong Kong 54.95% Investment holding
Beijing Dexin Dongfang Network Technology Co., Ltd. (“Dexin Dongfang”) March 21, 2018 PRC 54.95% Software and technology
VIEs of the Company:
New Oriental Education & Technology Group Co., Ltd (“New Oriental China”) August 2, 2001 PRC N/A Education consulting,
Beijing New Oriental Xuncheng Network Technology Co., Ltd. (“Xuncheng”) March 11, 2005 PRC N/A Online education
Major subsidiaries and schools of the VIEs:
Beijing Haidian District Privately-Funded New Oriental School (“Beijing Haidian School”) October 5, 1993 PRC N/A Language training and preparation
Hangzhou New Oriental Advanced Study School July 21, 2005 PRC N/A Language training and test preparation
Guangzhou Haizhu District Privately-Funded New Oriental Training School November 5, 2000 PRC N/A Language training and test preparation
Nanjing Gulou New Oriental Advanced Study School November 28, 2002 PRC N/A Language training and test preparation
Beijing New Oriental Dogwood Cultural Communications Co., Ltd. (“Dogwood”) May 16, 2003 PRC N/A Educational material and distribution
Beijing New Oriental Vision Overseas Consultancy Co., Ltd. February 19, 2004 PRC N/A Oversea study consulting service
Dongfang Optimization (Beijing) Technology Co., Ltd. (“Oriental Optimization”) October 27, 2021 PRC N/A Private label products e-commerce
Oriental Selection (Beijing) Technology Co., Ltd. (“Oriental Selection”) December 7, 2021 PRC N/A Private label products e-commerce The VIE arrangements The PRC laws and regulations currently require any foreign entity that invests in the education business in China to be an educational institution with relevant experience in providing educational services outside of China. The Company’s offshore holding companies are not educational institutions and do not provide educational services outside of China. In addition, in the PRC, foreign ownership of high schools for students in grades ten to twelve is restricted and foreign ownership of primary and middle schools for students in grades one to nine is prohibited. Accordingly, the Company’s offshore holding companies are not allowed to directly own and operate schools in China. The Company conducts substantially all of its education business in China through contractual arrangements with the consolidated VIEs, New Oriental China and its subsidiaries and schools and Xuncheng and its subsidiaries. Since the education business operations of New Oriental China and its subsidiaries and schools and Xuncheng and its subsidiaries are closely interrelated and almost indistinguishable from one another, the risks and rewards associated with their operations are substantially the same. In addition, the Company consolidates New Oriental China, its subsidiaries and schools, Xuncheng and its subsidiaries as disclosed. Therefore, the Company aggregates the disclosures related to New Oriental China, its subsidiaries and schools, and Xuncheng and its subsidiaries as the VIEs in the Company’s consolidated financial statements. The VIEs hold the requisite licenses and permits necessary to conduct the Company’s education business and e-commerce business. In addition, the VIEs hold leases and other assets necessary to operate the Company’s schools and learning centers, employ teachers and generate substantially all of the Company’s revenues of education businesses. VIE Arrangements between New Oriental China and the Company’s PRC subsidiaries The Company and its wholly owned subsidiaries in China (the “WFOEs”) entered into the following contractual arrangements with New Oriental China, New Oriental China’s subsidiaries and schools and New Oriental China’s shareholders that enable the Company to (1) have power to direct the activities that most significantly affects the economic performance of the VIEs, (2) receive substantially all of the economic benefits of the VIEs that could be significant to the VIEs and (3) have an exclusive option to purchase all or part of the equity interests in New Oriental China, when and to the extent permitted by the PRC law, or request the existing shareholder of New Oriental China to transfer all or part of the equity interest in New Oriental China to another PRC person or entity designated by the Company at any time in the Company’s discretion. Accordingly, the Company is considered the primary beneficiary of the VIE and has consolidated the VIE’s financial results of operations, assets and liabilities in the Company’s consolidated financial statements. In making the conclusion that the Company is the primary beneficiary of the VIE, the Company believes the Company’s rights under the terms of the exclusive option agreement provide it with the substantive kick-out A simple majority vote of the Company’s board of directors is required to pass a resolution to exercise the Company’s rights under the exclusive option agreement, for which Mr. Michael Minhong Yu (“Mr. Yu”)’s consent is not required. The Company’s rights under the exclusive option agreement give the Company the power to control the shareholders of New Oriental China and thus the power to direct the activities that most significantly impact the schools’ economic performance given that New Oriental China has the power to direct the activities of the schools via its sponsorship interest. In addition, the Company’s rights under the power of attorney also reinforce the Company’s abilities to direct the activities that most significantly impact the VIE’s economic performance. The Company also believes that this ability to exercise control ensures that the VIE will continue to execute and renew service agreements and pay service fees to the Company. By charging service fees in whatever amounts the Company deems fit, and by ensuring that service agreements are executed and renewed indefinitely, the Company has the rights to receive substantially all of the economic benefits from the VIE. Service agreements.
(i) Trademark license agreements. Pursuant to the trademark license agreement dated May 13, 2006 between the Company as the licensor and New Oriental China as the licensee, the Company has licensed the trademarks to New Oriental China for its use in China. The Company has also allowed New Oriental China to enter into sub-license
(ii) New enrollment system development service agreements. Beijing Decision has entered into new enrollment system development service agreements with the schools of New Oriental China, under which Beijing Decision agreed to provide new enrollment system development and regular maintenance services to those schools of New Oriental China for a fee equal to the applicable fee rate multiplied by the number of new student enrollments. These agreements can be renewed by both parties to the agreements.
(iii) Other operating service agreements. Pursuant to operating service agreements between certain WFOEs and the subsidiaries or schools of New Oriental China, the WFOEs have agreed to provide certain operating services to the subsidiaries or schools of New Oriental China for fees that are calculated based on a percentage, ranging from 2.0% to 6.0%, of respective revenues of each of the subsidiaries and schools. A majority of these agreements provide unlimited two-year
(iv) Sale of educational software agreements. The WFOEs entered into agreements whereby the WFOEs sell various self-developed educational software to the subsidiaries or schools of New Oriental China. Master exclusive service agreement. 30-day As discussed in the preceding paragraphs, the Group further amended its master exclusive service agreement on September 1, 2021 to exclude two compulsory-education schools from such agreement. As a result, the wholly-owned subsidiaries in China stopped providing any exclusive services to or receive any fees from those two schools. Equity pledge agreements In January 2012, ten former shareholders of New Oriental China completed the transfer, for no consideration, of all of their equity interests in New Oriental China to Beijing Century Friendship Education Investment Co., Ltd. (“Century Friendship”), a PRC domestic enterprise controlled by the Company’s founder and chairman, Mr. Yu. Prior to the transfer, Century Friendship had held 53% of the equity interests in New Oriental China while the ten former shareholders of New Oriental China held the remaining equity interests. In connection to the transfer, five new equity pledge agreements dated April 23, 2012 were entered into among New Oriental China, Century Friendship and five WFOEs, whereby Century Friendship has agreed to pledge all of its equity interests in New Oriental China to the WFOEs to secure the VIEs’ performance of their obligations under the trademark license agreements, new enrollment system development service agreements, other operating service agreements and sale of educational software agreements. Century Friendship has agreed not to transfer, sell, pledge, dispose of or otherwise create any encumbrance on its equity interests in New Oriental China without the prior written consents of the WFOEs. The terms of the April 2012 equity pledge agreements are substantially the same as the 2006 equity pledge agreements. In February 2017, as part of efforts to streamline the corporate structure, the Group removed Shanghai Smart Words Software Technology Co., Ltd. (“Shanghai Smart Words”) as a party to the contractual arrangements with New Oriental China and its subsidiaries and schools and the shareholders. The rights and obligations of Shanghai Smart Words under these contractual arrangements have been assumed by Beijing Decision. The April 2012 equity pledge agreements have been amended to reflect the foregoing change while the terms of these agreements remain unchanged. The equity pledges of Century Friendship under the amended agreements have been registered with the Haidian District, Beijing branch of the State Administration of Market Regulation (the “SAMR”). Exclusive option agreements On February 16, 2017, Beijing Decision entered into a new option agreement with Century Friendship and New Oriental China, replacing the previous option agreement dated April 23, 2012. Pursuant to the current option agreement, Century Friendship is obligated to sell to Beijing Decision, and Beijing Decision has an exclusive, irrevocable and unconditional rights to purchase from Century Friendship, in its sole discretion, part or of all of Century Friendship’s equity interests in New Oriental China when and to the extent that applicable PRC law permits it to own part or all of the equity interest in New Oriental China. In addition, Beijing Decision has an exclusive option to require Century Friendship to transfer all or part of Century Friendship’s equity interest in New Oriental China to another PRC person or entity designated by Beijing Decision at any time in its discretion. The purchase price to be paid by Beijing Decision will be the minimum amount of consideration permitted by the applicable PRC law at the time when such share transfer occurs. Power of Attorney. attorney-in-fact attorney-in-fact VIE Arrangements between Dexin Dongfang and Xuncheng On May 10, 2018, Dexin Dongfang, a wholly-owned subsidiary of East Buy, entered into certain contractual arrangements (the “Contractual Arrangements”) with Xuncheng and the shareholders of Xuncheng, which enable East Buy to obtain control over Xuncheng and its subsidiaries (together the “Xuncheng VIE entities”). The Contractual Arrangements include an Exclusive Management Consultancy and Business Cooperation Agreement, an Exclusive Call Option Agreement, an Equity Pledge Agreement, a Powers of Attorney and Dispute resolution and Letters of undertaking. The terms of these contractual agreements between Dexin Dongfang and Xuncheng are substantially similar to those agreements of New Oriental China described in the preceding paragraphs. Through these Contractual Agreements, Dexin Dongfang has the ability to (1) expose, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over Xuncheng VIE entities; (2) exercise equity holders’ controlling voting rights of Xuncheng VIE entities; (3) receive substantially all of the economic benefits of Xuncheng VIE entities in consideration for the business support, technical and consulting services provided by Dexin Dongfang; (4) obtain an irrevocable and exclusive right to purchase all or part of equity interests in Xuncheng VIE entities from the respective equity holders at nil consideration or a minimum purchase price permitted under the PRC Laws; (5) obtain a pledge over the entire equity interest of Xuncheng from their equity holders as collateral security for all of Xuncheng VIE entities’ payments. Risks in relation to the VIE structure The Company believes that the contractual arrangements with the consolidated VIEs and their respective shareholders are in compliance with the PRC laws and regulations and are legally enforceable as of May 31, 2023. However, the uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of the PRC laws and regulations, the PRC government could:
• revoke the business and operating licenses of the Company’s PRC subsidiaries and the VIEs;
• confiscate any of income of the Company that it deems to be obtained through illegal operations;
• discontinue or restrict the operations of any related-party transactions between the Company’s PRC subsidiaries and the VIEs;
• restrict right of the Company to collect revenues or limit the Company’s business expansion in China by way of entering into contractual arrangements;
• impose fines or other requirements with which the Company’s PRC subsidiaries and the VIEs may not be able to comply;
• require the Company or the Company’s PRC subsidiaries or the VIEs to restructure the relevant ownership structure or operations;
• restrict or prohibit the Company’s use of the proceeds of the further offering to finance the Group’s business and operations in China; or
• take other regulatory or enforcement actions against the Group that could be harmful to its business. The Company’s ability to conduct its education business may be negatively affected if the PRC government were to carry out of any the aforementioned actions. As a result, the Company may not be able to consolidate its VIEs in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and their respective shareholders and it may lose the ability to receive economic benefits from the VIEs. The Company, however, does not believe such actions would result in the liquidation or dissolution of the Company, its PRC subsidiaries or the VIEs. Mr. Yu is the controlling shareholder of Century Friendship, which owns all of the equity interests in New Oriental China, which in turn owns all of the equity interests in Xuncheng, and Mr. Yu is also a beneficial owner of the Company. The interests of Mr. Yu as the beneficial owner of the VIEs may differ from the interests of the Company as a whole, since Mr. Yu is one of the beneficial shareholders of the Company, holding 12.3% of the total common shares outstanding as of May 31, 2023. The Company cannot assure that when conflicts of interest arise, Mr. Yu will act in the best interests of the Company or that conflicts of interests will be resolved in the Company’s favor. Currently, the Company does not have existing arrangements to address potential conflicts of interest Mr. Yu may encounter in his capacity as a beneficial owner and director of the VIEs, on the one hand, and as a beneficial owner and director of the Company, on the other hand. The Company believes Mr. Yu will not act contrary to any of the contractual arrangements and the exclusive option agreement provides the Company with a mechanism to remove Mr. Yu as a beneficial shareholder of the VIEs should he act to the detriment of the Company. The Company relies on Mr. Yu, as a director and the chairman of the Company, to fulfill his fiduciary duties and abide by laws of the PRC and Cayman Islands and act in the best interest of the Company. If the Company cannot resolve any conflicts of interest or disputes between the Company and Mr. Yu, the Company would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings. In addition, the current shareholders of New Oriental China and Xuncheng are also beneficial owners of the Company and therefore, have no current interest in seeking to act contrary to the contractual arrangements. However, to further protect the investors’ interest from any risk that the shareholders of New Oriental China may act contrary to the contractual arrangements, the Company, through Beijing Pioneer, entered into an irrevocable power of attorney with Century Friendship on December 3, 2012, which replaces the powers of attorney executed by Century Friendship on April 23, 2012. Through the power of attorney, Century Friendship entrusted Beijing Pioneer as its proxy to exercise its rights as the shareholder of New Oriental China with respect to an aggregate of 100% of the equity interests in New Oriental China. The following financial statement balances and amounts of the VIEs were included in the accompanying consolidated financial statements after the elimination of intercompany balances and transactions among the offshore companies, WFOEs and the VIEs in the Group:
As of May 31
2022 2023
US$ US$
Total current assets 1,909,663 2,366,136
Total non-current 1,221,847 1,218,363
Total assets 3,131,510 3,584,499
Total current liabilities 1,676,989 2,145,624
Total non-current 461,891 309,269
Total liabilities 2,138,880 2,454,893
For the years ended May 31,
2021 2022 2023
US$ US$ US$
Net revenues 4,270,169 3,093,340 2,982,945
Net income/(loss) 663,099 (1,116,151 ) 593,183 The following are cashflows of the VIEs and VIEs’ subsidiaries for the years ended May 31, 2021, 2022 and 2023:
For the years ended May 31
2021 2022 2023
US$ US$ US$
Net cash provided by/(used in) operating activities 1,046,695 (1,517,697 ) 652,523
Net cash (used in)/provided by investing activities (789,120 ) 1,174,720 294,911
Net cash (used in)/provided by financing activities (16,658 ) 155,451 (19,353 ) For the years ended May 31, 2021, 2022 and 2023, for all of the VIEs and VIEs’ subsidiaries, excluding inter-company transactions:
(1) the cash provided by operating activities was US$1,420,383 , the cash used in operating activities was and the cash provided by operating activities was
(2) the cash used in investing activities was US$789,120 , the cash provided by investing activities was and , respectively;
(3) the cash used in financing activities was US$16,658, nil and The VIEs contributed an aggregate of 99.9%, 99.6% and 99.5% of the consolidated net revenues for the years ended May 31, 2021, 2022 and 2023, respectively. The Company’s operations not conducted through contractual arrangements with the VIEs primarily consist of the lease of its commercial property. As of May 31, 2022 and 2023, the VIEs accounted for an aggregate of 51.9% and 56.1%, respectively, of the consolidated total assets, and 95.4%, and 95.2%, respectively, of the consolidated total liabilities. The assets not associated with the VIEs primarily consist of cash and cash equivalents, prepaid expenses, short-term investments and long-term investments. There are no consolidated VIEs’ assets that are collateralized for the VIEs’ obligations and can only be used to settle the VIEs’ obligations. There are no creditors (or beneficial interest holders) of the VIEs that have recourse to the general credit of the Company or any of its consolidated subsidiaries. There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company or its subsidiaries to provide financial support to the VIEs. However, if the VIEs ever need financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to its VIEs through loans to the shareholders of the VIEs or entrustment loans to the VIEs. Relevant PRC laws and regulations restrict the VIEs from transferring a portion of its net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends. Please refer to Note 2 4 |
