BEIJING, March 28, 2022 /PRNewswire/ — New Oriental Education & Technology Group Inc. (“New Oriental” or the “Company”) (NYSE:EDU and SEHK:9901), a private education services provider in Chinaannounced today that it intends to change the ratio between its American Depositary Shares (“ADS”) and its ordinary shares (the “ADS Ratio”), the par value $0.001 per share, from the current ADS ratio of one (1) ADS for one (1) common share to a new ADS ratio of one (1) ADS for ten (10) common shares. A post-effective amendment to the ADS registration statement on Form F-6 will be filed with the SEC to reflect the change in the ADS ratio. The Company anticipates that the change in the ADS ratio will be effective on or about April 8, 2022subject to the post-effective amendment of the ADS registration statement on Form F-6 becoming effective on or before such date.
For New Oriental ADS holders, the change in ADS ratio will have the same effect as a reverse ADS split of one for ten. Each ADS holder of record as of the close of business on the date the ADS ratio change is effective shall surrender and exchange all ten (10) existing ADS then held for one (1) new ADS. Deutsche Bank Trust Company Americas, as the depositary bank of New Oriental’s ADS program, will arrange the exchange of the current ADSs for the new ones. New Oriental’s ADSs will continue to trade on the New York Stock Exchange under the symbol “EDU”.
No new fractional ADS will be issued as part of the change in the ADS ratio. Instead, the fractional rights to the new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds from the sale of the fractional rights to the ADSs (after deduction of fees, taxes and expenses) will be distributed to the holders of the new ADSs. ‘ADS concerned by the custodian. Bank. The change in the ADS ratio will not affect the underlying ordinary shares of New Oriental, and no ordinary shares will be issued or canceled in connection with the change in the ADS ratio.
Following the change in the ADS ratio, the trading price of the ADS is expected to increase proportionately, although the Company cannot guarantee that the trading price of the ADS after the change in the ADS ratio will be equal to or greater than ten times the ADS trading price before the change.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “will”, “expect”, “anticipate” , “future”, “intends”, “plans”, “believes”, “estimates” and similar statements. New Oriental may also make written or oral forward-looking statements in its reports filed with or provided to the United States Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about New Oriental’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statements, including, but not limited to, the following: our ability to attract students without a significant decrease in tuition fees; our ability to continue to hire, train and retain qualified teachers; our ability to maintain and improve our “New Oriental” brand; our ability to effectively and efficiently manage changes to our school network and successfully execute our strategy; the outcome of any pending or future litigation or arbitration, including those relating to copyright and other intellectual property rights; competition in the private education sector in China; changes in our revenues and certain cost or expense items as a percentage of our revenues; expected changes in China’s private education market; Chinese government policies relating to private educational services and providers of such services; health epidemics and other epidemics in China; and general economic conditions in China. Further information regarding these and other risks is included in our Annual Report on Form 20-F and in other filings with the Securities and Exchange Commission. New Oriental undertakes no obligation to update forward-looking statements except as required by applicable law. All information provided in this press release and in the attachments speaks as of the date of this press release, and New Oriental assumes no obligation to update such information except as required by applicable law.
About New Oriental
New Oriental is a private educational service provider in China offering a wide range of educational programs, services and products to a diverse student population across China. New Oriental’s program, service and product offerings primarily include test preparation, adult language training, educational materials and distribution, online education and other services. New Oriental is listed on NYSE (NYSE:EDU) and SEHK (9901.SEHK) respectively. The New Oriental ADSs, each of which represents one ordinary share. the hong kong-listed shares are fully fungible with ADS listed on NYSE.
For more information about New Oriental, please visit http://www.neworiental.org/english/.
For investor and media inquiries, please contact:
M/s. Sisi Zhao
New Oriental Education and Technology Group Inc.
E-mail: [email protected]
M/s. Rita Fong / Sir. Michael Luke
Tel: +852 3768 4548 / +852 3768 4569
E-mail: [email protected] / [email protected]
SOURCE New Oriental Education and Technology Group Inc.