SUPPLEMENT AND AMENDMENT NO. 3 TO DEPOSIT AGREEMENTDeposit Agreement • April 25th, 2012 • Deutsche Bank Trust Co Americas/ ADR Group • Services-educational services • New York
Contract Type FiledApril 25th, 2012 Company Industry JurisdictionTHIS SUPPLEMENT AND AMENDMENT NO. 3 TO DEPOSIT AGREEMENT, dated as of April , 2012 (this "Agreement"), to the Deposit Agreement dated as of September 12, 2006, as amended as of June 5, 2007 and August 5, 2011 (as previously amended, the “Deposit Agreement”) among New Oriental Education & Technology Group Inc., incorporated under the laws of the Cayman Islands (the "Issuer"), Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank AG, in its capacity as the successor depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.