UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
New Oriental Education & Technology Group Inc.
(Name of Issuer)
Common shares par value US$0.001 per share
(Title of Class of Securities)
647581206**
(CUSIP Number)
September 30, 2024
(Date of the 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)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the common shares. CUSIP number 647581206 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, each ADS representing ten (1) common shares, which are quoted on the New York Stock Exchange under the symbol “EDU”.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS | | |
| GIC Private Limited | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |
| (a)☐ | | |
| (b)☐ | | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| Republic of Singapore | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | |
101,192,748 (1) | | |
| | |
| 6 | SHARED VOTING POWER | | |
20,942,402 (2) | | |
| | |
| 7 | SOLE DISPOSITIVE POWER | | |
101,192,748 (1) | | |
| | |
| 8 | SHARED DISPOSITIVE POWER | | |
20,942,402 (2) | | |
| | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 122,135,150 | | |
| | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | |
| ☐ | | |
| | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
7.47% (3) | | |
| | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| CO | | |
| | |
(1) These 101,192,748 common shares, par value US$0.001 per share (the “common shares”) of New Oriental Education & Technology Group (the “Issuer”) include 54,206,880 ordinary shares represented by 5,420,688 American Depositary Shares (“ADSs”), each ADS representing ten (10) ordinary shares.
(2) These 20,942,402 common shares, par value US$0.001 per share (the “common shares”) of New Oriental Education & Technology Group (the “Issuer”) include 11,266,090 ordinary shares represented by 1,126,609 American Depositary Shares (“ADSs”), each ADS representing ten (10) ordinary shares.
(3) Based on 1,635,288,333 common shares outstanding as of September 16, 2024, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on September 25, 2024.
New Oriental Education & Technology Group Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
No. 6 Hai Dian Zhong Street
Haidian District
Beijing 100080, People’s Republic of China
| Item 2(a) | Name of Persons Filing |
GIC Private Limited (“GIC”)
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Singapore
| Item 2(d) | Title of Class of Securities |
Common shares, par value US$0.001 per share
647581206
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
(a - c) The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following tables:
| Reporting Person | No. of Securities Beneficially Owned | Percent of Class (3) | Voting Power | Dispositive Power |
| | | | Sole (4), (5) | Shared (4), (5) | Sole (4), (5) | Shared (4), (5) |
GIC Private Limited | 122,135,150 | 7.47% | 101,192,748 | 20,942,402 | 101,192,748 | 20,942,402 |
| | (4) | GIC is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 101,192,748 securities beneficially owned by it. GIC shares power to vote and dispose of 20,942,402 securities beneficially owned by it with MAS. |
| (5) | GIC disclaims membership in a group. |
| Item 5 | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6 | Ownership of More than Five 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 |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group |
Not applicable.
| Item 9 | Notice of Dissolution of Group |
Not applicable.
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 as dated.
| GIC PRIVATE LIMITED |
|
|
| By: | /s/ Diane Liang Weishan |
|
| Name: | Diane Liang Weishan |
| Title: | Senior Vice President |
| Date: | October 29, 2024 |
|
|
|
| By: | /s/ Toh Tze Meng |
|
| Name: | Toh Tze Meng |
| Title: | Senior Vice President |
| Date: | October 29, 2024 |
