BEIJING, March 28, 2022 /PRNewswire/ -- New Oriental
Education & Technology Group Inc. ("New Oriental" or the
"Company") (NYSE: EDU and SEHK: 9901), a provider of private
educational services in China,
today announced that it plans to change the ratio of its American
Depositary Shares ("ADSs") to its common shares (the "ADS Ratio"),
par value US$0.001 per share, from
the current ADS Ratio of one (1) ADS to one (1) common share to a
new ADS Ratio of one (1) ADS to 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,
2022, subject to the effectiveness of the post-effective
amendment to the ADS Registration Statement on Form F-6 on or
before that date.
For New Oriental's ADS holders, the change in the ADS Ratio will
have the same effect as a one-for-ten reverse ADS split. Each ADS
holder of record at the close of business on the date when the
change in ADS Ratio is effective will be required to surrender and
exchange every ten (10) existing ADSs then held for one (1) new
ADS. Deutsche Bank Trust Company Americas, as the depositary bank
for New Oriental's ADS program, will arrange for the exchange of
the current ADSs for the new ones. New Oriental's ADSs will
continue to be traded on the New York Stock Exchange under the
symbol "EDU."
No fractional new ADSs will be issued in connection with the
change in the ADS Ratio. Instead, fractional entitlements to new
ADSs will be aggregated and sold by the depositary bank and the net
cash proceeds from the sale of the fractional ADS entitlements
(after deduction of fees, taxes and expenses) will be distributed
to the applicable ADS holders by the depositary bank. The change in
the ADS Ratio will have no impact on New Oriental's underlying
common shares, and no common shares will be issued or cancelled in
connection with the change in the ADS Ratio.
As a result of the change in the ADS Ratio, the ADS trading
price is expected to increase proportionally, although the Company
can give no assurance that the ADS trading price 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 under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates" and similar statements. New Oriental may
also make written or oral forward-looking statements in its reports
filed or furnished to the U.S. 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 statement, including but not
limited to the following: our ability to attract students without a
significant decrease in course fees; our ability to continue to
hire, train and retain qualified teachers; our ability to maintain
and enhance our "New Oriental" brand; our ability to effectively
and efficiently manage the changes of our school network and
successfully execute our strategy; the outcome of ongoing, or any
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; the
expected changes of the Chinese private education market; Chinese
governmental policies relating to private educational services and
providers of such services; health epidemics and other outbreaks 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 other documents filed with
the Securities and Exchange Commission. New Oriental does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law. All information provided
in this press release and in the attachments is as of the date of
this press release, and New Oriental undertakes no duty to update
such information, except as required under applicable law.
About New Oriental
New Oriental is a provider of private educational services in
China offering a wide range of
educational programs, services and products to a varied student
population throughout China. New
Oriental's program, service and product offerings mainly consist of
test preparation, language training for adults, education materials
and distribution, online education, and other services. New
Oriental is listed on NYSE (NYSE: EDU) and SEHK (9901.SEHK),
respectively. New Oriental's ADSs, each of which represents one
common share. The Hong Kong-listed
shares are fully fungible with the ADSs listed on NYSE.
For more information about New Oriental, please visit
http://www.neworiental.org/english/.
Contacts
For investor and media inquiries, please contact:
Ms. Sisi Zhao
New Oriental Education & Technology Group Inc.
Tel: +86-10-6260-5568
Email: zhaosisi@xdf.cn
Ms. Rita Fong / Mr. Michael Luk
FTI Consulting
Tel: +852 3768 4548 / +852 3768 4569
Email: rita.fong@fticonsulting.com /
michael.luk@fticonsulting.com
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SOURCE New Oriental Education and Technology Group Inc.