1

NAMES OF REPORTING PERSONS

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

Schroder & Co (Asia) Ltd

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Singapore

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

22,924

 

 

 

 

6

SHARED VOTING POWER

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

22,924

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

22,924

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

0.015% of outstanding shares

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

FI

 

 

 

 

1

NAMES OF REPORTING PERSONS

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

Schroder & Co Bank AG

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Switzerland

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

13,450

 

 

 

 

6

SHARED VOTING POWER

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

13,450

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

13,450

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

0.009% of outstanding shares

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

FI

 

 

 

 

Item 1.

(a)

Name of Issuer

New Oriental Education & Technology Group Inc.

(b)

Address of Issuer’s Principal Executive Offices

No.6 Haidian Zhongjie, Haidian District, Beijing 100080 PRC

Item 2.

(a)

Name of Person Filing

Schroder Investment Management North America Inc.

(b)

Address of Principal Business Office or, if none, Residence

875 Third Ave, 22^nd Floor

New York, NY 10022

(c)

Citizenship

USA

(d)

Title of Class of Securities

ADR

(e)

CUSIP Number

G6470A108

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

☒

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:    11,747,351

(b)

Percent of class:    7.46% of outstanding shares

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

11,747,351

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

11,747,351

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ☐.

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

Schroder Investment Management Ltd, Schroder & Co Ltd, Schroder & Co (Asia) Ltd, Schroder & Co Bank AG, Schroder Investment Management (Hong Kong) Ltd, Schroder Investment Management North America Ltd and Schroder Investment Management (Singapore) Ltd are registered investment advisers with their respective home country regulator and under common control with the adviser. Schroder Investment Management Ltd. and Schroder Investment Management North America Ltd are located in the United Kingdom at 31 Gresham Street, London EC2V 7QA. Schroder & Co. Ltd is located in the United Kingdom at 12 Moorgate, London, EC2R 6DA. Schroder & Co (Asia) Ltd and Schroder Investment Management (Singapore) Ltd are located in Singapore at 138 Market Street #23-02, CapitaGreen, Singapore 048946. Schroder & Co Bank AG is located in Switzerland at Central 2, 8001 Zürich, Postfach, 8021 Zürich. Schroder Investment Management (Hong Kong) Ltd is located in Hong Kong at Level 33, Two Pacific Place, 88 Queensway, Hong Kong. Schroder Investment Management North America Inc. disclaims the existence of a group.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

February 9, 2017

By:

/s/ Karl Dasher

Name:

Karl Dasher**

Title:

Chief Executive Officer

Schroder Investment Management North America Inc

 

** Authorized by Power of Attorney to sign on behalf of the following Advisor:

Schroder Investment Management Ltd

Schroder & Co Ltd

Schroder & Co (Asia) Ltd

Schroder & Co Bank AG

Schroder Investment Management (Hong Kong) Ltd

Schroder Investment Management North America Ltd

Schroder Investment Management (Singapore) Ltd