20-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

(Mark One)

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2009.

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

or

o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                     

Commission file number: 001-33728

NOAH EDUCATION HOLDINGS LTD.

(Exact Name of Registrant As Specified In Its Charter)

N/A

(Translation of Registrant’s Name Into English)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

10th Floor B Building
Futian Tian’an Hi-Tech Venture Park
Futian District, Shenzhen
Guangdong Province, People’s Republic of China

(Address of Principal Executive Offices)

Jerry He, Chief Financial Officer
Tel: +86-755-8343-2800
E-mail: jerry.he@noahedu.com
Fax: +86-755-8204-9670
10th Floor B Building
Futian Tian’an Hi-Tech Venture Park
Futian District, Shenzhen
Guangdong Province, People’s Republic of China

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Ordinary shares, par value US$0.00005 per share	The New York Stock Exchange*

* Not for trading, but only in connection with the listing on The New York Stock Exchange of American depositary shares, each representing one ordinary share.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 37,758,963 ordinary shares, par value US$ 0.00005 per share, as of June 30, 2009.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer þ

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP þ International Financial Reporting Standards as issued by the International Accounting Standards Board o Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

TABLE OF CONTENTS

INTRODUCTION	1
FORWARD-LOOKING STATEMENTS	1
PART I	3
Item 1. Identity of Directors, Senior Management and Advisers	3
Item 2. Offer Statistics and Expected Timetable	3
Item 3. Key Information	3
Item 4. Information on the Company	24
Item 4A. Unresolved Staff Comments	41
Item 5. Operating and Financial Review and Prospects	41
Item 6. Directors, Senior Management and Employees	61
Item 7. Major Shareholders and Related Party Translations	70
Item 8. Financial Information	74
Item 9. The Offer and Listing	76
Item 10. Additional Information	76
Item 11. Quantitative and Qualitative Disclosures About Market Risk	89
Item 12. Description of Securities Other than Equity Securities	89
PART II	90
Item 13. Defaults, Dividend Arrearages and Delinquencies	90
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	90
Item 15T. Controls and Procedures	90
Item 16A. Audit Committee Financial Expert	91
Item 16B. Code of Ethics	91
Item 16C. Principal Accountant Fees and Services	91
Item 16D. Exemptions from the Listing Standards for Audit Committees	92
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	92
Item 16F. Change in Registrant’s Certifying Accountant	93
Item 16G. Corporate Governance	93
PART III	93
Item 17. Financial Statements	93
Item 18. Financial Statements	93
Item 19. Exhibits	94
Exhibit 1.1
Exhibit 4.19
Exhibit 4.20
Exhibit 4.21
Exhibit 4.22
Exhibit 4.23
Exhibit 4.24
Exhibit 4.25
Exhibit 8.1
Exhibit 12.1
Exhibit 12.2
Exhibit 13.1
Exhibit 13.2
Exhibit 15.1

INTRODUCTION

In this annual report, unless the context otherwise requires:

• “Noah,” “we,” “us,” “our company,” and “our,” refer to Noah Education Holdings Ltd., its predecessor and its subsidiaries and affiliated entities;

• “China” or “PRC” refers to the People’s Republic of China, excluding, solely for the purpose of this annual report, Taiwan, Hong Kong and Macau;

• “shares” or “ordinary shares” refers to our ordinary shares, par value US$ 0.00005 per share;

• “ADSs” refers to our American depositary shares, each of which represents one ordinary share;

• “U.S. GAAP” refers to general accepted accounting principles in the United States;

• all references to “RMB” or “Renminbi” are to the legal currency of China and all references to “$,” “dollars,” “US$” and “U.S. dollars” are to the legal currency of the United States; and

• all discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

References to a “year” or “quarter” are to a calendar year or quarter, unless otherwise indicated. References in this annual report to a “fiscal year” are to our fiscal year ended or ending June 30.

Unless otherwise indicated, all share and per share information in this annual report gives effect to the 1 to 2 share split of our ordinary and preference shares effected on October 5, 2007.

We and a selling shareholder completed the initial public offering of 11,324,198 ADSs on October 24, 2007. On October 19, 2007, we listed our ADSs on The New York Stock Exchange under the symbol “NED.”

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements that reflect our current expectations and views of future events. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to events involving known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, among other things, statements relating to:

• our anticipated growth strategies;

• our future business development, results of operations and financial condition;

• expected changes in our revenues and certain cost or expense items;

• our ability to expand our content, attract customers and leverage our brands;

• our ability to manage growth;

• trends and competition in the interactive educational content industry; and

• fluctuations in general economic and business conditions in China.

1

You should read thoroughly this annual report and the documents that we refer to in this annual report with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements. Other sections of this annual report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

2

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not Applicable.

Item 2. Offer Statistics and Expected Timetable

Not Applicable.

Item 3. Key Information

A. Selected Financial Data

The following selected consolidated statement of operations data for the fiscal years ended June 30, 2007, 2008 and 2009 and balance sheet data as of June 30, 2008 and 2009 have been derived from our audited consolidated financial statements included elsewhere in this annual report beginning on page F-1. The following selected consolidated statement of operations data for the fiscal year ended June 30, 2005 and 2006 and the balance sheet data as of June 30, 2005, 2006 and 2007 have been derived from our audited consolidated financial statements not included in this annual report. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. You should read the selected consolidated financial data in conjunction with our consolidated financial statements and related notes and “Item 5. Operating and Financial Review and Prospects” included elsewhere in this annual report. Our historical results do not necessarily indicate expected future results.

	Year Ended June 30,
	2005			2006			2007			2008			2009
	RMB			RMB			RMB			RMB			RMB			US$
	(in thousands, except share, per share and per ADS data)
Consolidated Statement of Operations Data:
Net revenue		208,950			393,039			555,225			651,935			671,146			98,261
Cost of revenue(1)		(115,519	)		(174,584	)		(266,566	)		(318,788	)		(326,401	)		(47,788	)
Gross profit		93,431			218,455			288,659			333,147			344,745			50,473
Research and development expenses(1)		(8,646	)		(20,345	)		(43,487	)		(52,667	)		(56,302	)		(8,243	)
Sales and marketing expenses(1)		(37,375	)		(179,869	)		(172,540	)		(197,430	)		(210,693	)		(30,847	)
General and administrative expenses(1)		(14,684	)		(16,508	)		(24,676	)		(44,260	)		(58,499	)		(8,565	)
Other operating expenses		(13,793	)		(311	)		(20,910	)		(3,132	)		(158	)		(23	)
Total operating expenses		(74,498	)		(217,034	)		(261,612	)		(297,489	)		(325,652	)		(47,678	)
Other operating income		16,437			24,725			40,023			44,101			45,576			6,673
Operating income		35,370			26,147			67,070			79,759			64,669			9,468
Derivative gain (loss)		2,365			2,667			(55	)		(1,868	)		5,807			850
Interest income		1,168			952			2,306			13,644			5,308			777
Investment income		¾			¾			¾			11,057			15,257			2,234
Interest expense		—			(162	)		—			—			—			—
Other non-operating income		¾			¾			¾			42,708			6,204			908
Income before income taxes		38,903			29,604			69,321			145,300			97,245			14,237
Provision for income taxes		—			(2,969	)		(2,892	)		(1,101	)		(255	)		(37	)
Net income		38,903			26,635			66,428			144,199			96,990			14,200
Preference share dividends		(3,728	)		—			(17,705	)		—			—			—
Deemed dividend		(1,516	)		(1,516	)		(2,653	)		(379	)		—			—
Net income attributable to ordinary shareholders		33,659			25,119			46,070			143,820			96,990			14,200
Net income per ordinary share
Basic		1.34			0.90			2.32			4.03			2.66			0.39
Diluted		1.32			0.88			2.15			3.93			2.62			0.38
Net income per ADS(2)
Basic		1.34			0.90			2.32			4.03			2.66			0.39
Diluted		1.32			0.88			2.15			3.93			2.62			0.38
Weighted average number of ordinary shares used in per share calculations:
Basic		21,473,442			21,473,442			21,473,442			33,153,982			36,446,790
Diluted		21,473,442			21,473,442			22,906,684			34,056,315			37,069,492
Cash dividends per ordinary share		0.5715			—			2.7145			—			3.8249			0.56
Cash dividends per preference share		0.5715			—			2.7145			—			—			—

3

	As of June 30,
	2005		2006			2007			2008			2009
	RMB		RMB			RMB			RMB			RMB			US$
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents		105,972		59,958			77,367			260,223			493,911			72,313
Total assets		284,142		313,090			329,710			1,362,871			1,327,019			194,287
Total current liabilities		70,200		77,736			90,723			64,392			133,697			19,574
Warrants		2,735		—			4,934			5,830			—			—
Ordinary Shares		9		9			9			15			15			2
Additional paid-in capital		32,572		32,572			48,738			1,169,619			1,029,778			150,768
Accumulated other comprehensive income (loss)		6		(2,482	)		(5,498	)		(89,949	)		(93,632	)		(13,709	)
Retained earnings		52,277		77,396			61,429			205,248			250,934			36,739
Total shareholders’ equity		84,864		107,495			104,678			1,284,933			1,187,094			173,801

(1) Share-based compensation expenses are included in our cost of revenue and operating expenses as follows:

	Year Ended June 30,
	2005		2006		2007		2008		2009
	(RMB)		(RMB)		(RMB)		(RMB)		(RMB)		(US$)
	(in thousands)
Share-based compensation included in:
Cost of revenue		—		—		376		228		240		35
Research and development expenses		—		—		9,444		4,175		3,198		468
Sales and marketing expenses		—		—		4,386		14,846		2,453		359
General and administrative expenses		—		—		624		1,095		2,282		334

(2) Each ADS represents one ordinary share.

Exchange Rate Information

Our business is primarily conducted in China and all of our revenues are denominated in RMB. This annual report contains translations of RMB amounts into U.S. dollars at specific rates solely for the convenience of the readers. The conversion of RMB into U.S. dollars in this annual report is based on the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise noted, all translations from RMB to U.S. dollars in this annual report were made at a rate of RMB 6.8302 to US$ 1.00, the noon buying rate in effect as of June 30, 2009. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. On November 13, 2009, the noon buying rate was RMB 6.8260 to US$ 1.00.

4

The following table sets forth information concerning exchange rates between the RMB and the U.S. dollars for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this annual report or will use in the preparation of our future periodic reports or any other information to be provided to you. The source of these rates is Federal Reserve Statistical Release.

	Noon Buying Rate
	(RMB per US$ 1.00)
	Period
Period	End		Average(1)		Low		High
2004		8.2765		8.2768		8.2774		8.2764
2005		8.0702		8.1826		8.2765		8.0702
2006		7.8041		7.9579		8.0702		7.8041
2007		7.2946		7.5806		7.8127		7.2946
2008		6.8225		6.9193		7.2946		6.7800
2009
May		6.8278		6.8235		6.8326		6.8176
June		6.8302		6.8334		6.8371		6.8264
July		6.8319		6.8317		6.8342		6.8300
August		6.8299		6.8323		6.8358		6.8299
September		6.8262		6.8277		6.8303		6.8247
October		6.8264		6.8267		6.8292		6.8248
November (through November 13)		6.8260		6.8265		6.8278		6.8255

(1) Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during the relevant period.

B. Capitalization and Indebtedness

Not Applicable.

C. Reasons for the Offer and Use of Proceeds

Not Applicable.

D. Risk Factors

Risks Related to Our Business and Our Industry

Our limited operating history makes it difficult to evaluate our business, future prospects and results of operations.

We commenced our operation in educational content development in 2004. Accordingly, we have a very limited operating history for our current operations upon which you can evaluate the viability and sustainability of our business, and the acceptance of our products by parents, students and educators. It is also difficult to evaluate the viability of our proposed strategy of diversifying the distribution platforms for our content as a business model because we do not have sufficient experience to address the risks frequently encountered by early stage companies using new distribution platforms for their content and entering new and rapidly evolving markets. These circumstances may make it difficult for you to evaluate our business and future prospects.

If we fail to accurately predict or adapt to changing consumer preferences and technological advances in interactive education content and delivery platforms, our business could be adversely affected.

As of June 30, 2009, we had developed a collection of approximately 47,500 courseware titles, which we deliver primarily through our handheld digital learning devices, or DLDs, platform. The continued acceptance by users of our education content and our DLD platform is key to our future revenue growth. To remain competitive, we must continually develop and enhance new and existing content and update and diversify our delivery platforms to adapt to the changing needs and preferences of students and educators, changes in educational curricula and technological advances. We may not be able to predict these changes in needs and preferences or technological advances. As the development of new interactive multimedia content, delivery platforms and underlying technology requires extensive investment of time, effort and resources, we may not be able to successfully adapt to these changes. Our failure to predict or adapt to changes may have a material adverse effect on our business and our results of operation.

If we are unable to continue to attract users to purchase our content and our DLDs without a significant decrease in price, our revenues may decline and we may not be able to maintain our profitability.

5

The profitability of our business largely depends on the price level at which we can sell interactive education content through DLDs. The price of our content and DLDs depends on market demand. Market demand for our content and DLDs may decline for a variety of reasons, including a general deterioration of the Chinese economy and the relative affordability of our content and DLDs to users in new geographic markets. Market demand for our content and DLDs may also change due to changes in consumer needs and preferences. The price of our content and DLDs may also be affected by competition in the interactive education content market. If we cannot attract users to purchase our content and DLDs without a significant decrease in price in response to intensified competition or a decline in demand for our content or DLDs, our revenues may decline and we may not be able to maintain our profitability.

Our business depends on strong brands, and if we are not able to maintain and enhance our brand awareness, our business, financial condition and results of operations may be harmed.

Our brands are integral to our sales and marketing efforts and we believe that market awareness of our “Noah” brand and the recently acquired “Little New Star” brand has contributed significantly to the success of our business. Maintaining and enhancing the “Noah” and “Little New Star” brands are critical to our ability to maintain a competitive advantage. If the value of our brands or image is diminished or if our brands do not continue to be attractive to customers, our business, financial condition and results of operations may be materially and adversely affected. Our continued success in maintaining and enhancing our brands and image depends, to a large extent, on our ability to satisfy customer needs by further developing and maintaining innovative, distinctive and consistent products and maintaining quality of service across our operations, as well as our ability to respond to competitive pressures. If we are unable to do so, our sales and growth may decline, which could in turn adversely affect our results of operations. We have incurred significant brand promotion expenses to date, but we cannot guarantee that our marketing efforts will be successful in further promoting our brands to remain competitive. There have been instances of complaints in the past on Internet forums regarding the quality and usefulness of our products, and certain of our advertisements in the past have been cited by certain government authorities to be deceptive or exaggerations, all of which may negatively affect our brands and reputation. Our business may also be adversely affected if our public image or reputation were diminished, whether due to unsatisfactory services or products or otherwise.

We license a substantial portion of our content from third parties, and our licenses may expire or not be renewed.

We develop courseware titles based on standardized textbooks and other print-based content that we license from domestic and international education content publishers, including The Commercial Press, Foreign Language Teaching and Research Press, Beijing Language and Culture University Press, Shanghai Translation Publishing House, Shanghai Century Foreign Language Education Publishing House, Yilin Press, Shanghai Jiao Tong University Press, Shanghai Foreign Language Education Press, Jinan Xinghuo Memory Research Institute and Sanseido Co., Ltd. If one or more existing licenses covering any of our courseware titles were to be terminated or if we were unable to renew such licenses, we would have to cancel the courseware titles based on the textbooks covered by the licenses, which could have a negative impact on our results of operations.

If we cannot maintain good relationships with teachers in our Teachers’ Alliance, our content development ability may diminish and our content sales may suffer.

We depend on our teachers and education experts from our Teachers’ Alliance to assist us in planning the courseware curricula and preparing lesson plans for our courseware titles. They enhance the quality of our courseware titles and are essential to the marketing of our brands. We must continue to attract qualified teachers and establish relationships with new teachers. Historically, our short-term contractual arrangements with these teachers were renewed on a yearly basis. In the fiscal year ended June 30, 2009, we ended our practice of renewing the short-term contractual arrangements. We now enter into contracts with teachers when they participate in the creation of our courseware and share with us their lesson plans. If we fail to attract and enter into contractual arrangements with qualified teachers and education experts, our courseware development capability will be negatively affected and our business and brands may suffer as a result.

6

We are subject to securities class action lawsuits alleging that we misrepresented or failed to disclose in our initial public offering registration statement that the increases in the costs of raw materials were negatively impacting our gross margin. If the class action lawsuits are successful, they may have an adverse effect on our financial condition and operating results.

On October 27, 2008, a securities class action lawsuit, entitled Seidel v. Noah Education Holdings, Ltd. et al., Case No. 08-Civ-9203 was filed in the United States District Court for the Southern District of New York against us in connection with our October 2007 initial public offering. The plaintiffs in this case allege that the registration statement of our October 2007 initial public offering purported to warn about the potential impact of increases in component costs, but failed to disclose that we were then experiencing increased raw material costs. The plaintiffs allege federal securities law violations and seek unspecified damage. On November 3, 2008, two additional securities class action lawsuits, entitled Schapiro v. Noah Education Holdings, Ltd. et al., Case No. 08-Civ-9427 and Sebik v. Noah Education Holdings, Ltd. et al., Case No. 08-Civ-9509 were filed in the United States District Court for the Southern District of New York against us with substantially the same allegation. The court has consolidated these complaints into a single action and the consolidated complaint added a new allegation, claiming the registration statement of our October 2007 initial public offering failed to disclose that one model of our DLD products did not include a recycling warning sticker required under Chinese laws. We have filed a motion to dismiss the consolidated case, which is currently pending.

We believe that the plaintiffs’ allegations have no merit and we intend to vigorously defend against the lawsuits. However, defending these lawsuits could be time-consuming and costly and could divert the attention of our senior management. An unfavorable resolution of these lawsuits or any future allegations, lawsuits or proceedings could materially and adversely affect our results of operations and financial condition and the market prices of our ADSs.

Third parties have brought intellectual property infringement claims against us in the past, and may bring similar claims in the future.

We have been subject to intellectual property infringement claims in the past. We have recently settled three legal proceedings and there are three pending legal proceedings against Innovative Noah and New Noah, our wholly owned subsidiaries, for alleged patent and copyright infringements. See “Item 8. Financial Information — A. Consolidated Statements and Other Financial Information — Legal Proceedings” for more details concerning these proceedings.

We cannot assure you that our educational content used for our courseware and materials used for our after-school tutoring and English training for children services will not be alleged to infringe the copyright of third parties. Educational institutions and organizations, content providers and publishers, competitors and others may in the future initiate intellectual property infringement claims against us. We cannot assure you that all our employees and contractors will strictly comply with our policy prohibiting them from infringing the copyright of third parties. As a result, we could be sued and become liable for the intellectual property infringement and other actions of our employees or contractors. Any claims against us, with or without merit, could be time-consuming and costly to defend or litigate, divert our management’s attention and resources or result in the loss of goodwill associated with our brands. If a lawsuit against us is successful, we may be required to pay substantial damages and/or enter into royalty or license agreements that may not be based upon commercially reasonable terms, or we may be unable to enter into such agreements at all. We also may be subject to significant damages or injunctions against the development and sale of some of our products or against the use of a trademark or copyright in the sale of some of our products. Our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all the liability that could be imposed. In the future, we may increasingly be subject to intellectual property infringement claims as we increase the number and types of products that we offer, as the number of products, services and competitors in our markets grows, as we enter into new markets and as our products receive more attention and publicity.

Any error in the solutions to the practice questions in our searchable database and our courseware titles could damage our reputation.

We introduced our searchable practice question database to the market in July 2007, which initially contained approximately 300,000 practice questions. Our courseware titles also contain illustrative questions and practice questions. If an error occurs in our content or solutions to our questions, our reputation may suffer as a result. Our users may rely on them to their detriment and may even bring claims against us. As a result, our business could be negatively impacted.

7

Our intellectual property rights may not prevent our competitors from using our technologies or similar technologies to develop competing products, which could weaken our competitive position and harm our business and results of operations.

Our success depends in large part on the protection of our interactive educational content and related platforms and technology. We rely, and plan to continue to rely, on a combination of patents, copyrights, trademarks, trade secrets, confidentiality provisions and licensing arrangements to establish and protect our proprietary rights. The contractual arrangements and other steps we have taken to protect our intellectual property, however, may not prevent misappropriation of our intellectual property or deter independent third-party development of similar technologies. Some of our products and product features have limited intellectual property protection and, as a consequence, we may not have the legal right to prevent others from reverse engineering or otherwise copying and using these products and features in competitive products. In addition, monitoring the unauthorized use of our intellectual property is costly, and any dispute or other litigation, regardless of outcome, may be costly and time-consuming and may divert our management and key personnel from our business operations. If we fail to protect or to enforce our intellectual property rights successfully, our rights could be diminished and our competitive position could suffer, which could harm our business and results of operations.

Preventing intellectual property infringement, particularly in China, is difficult, costly and time-consuming and continued unauthorized use of our intellectual property by unrelated third parties may damage our reputation and brands. Historically, China has not protected intellectual property rights to the same extent as the United States, and infringement of intellectual property rights continues to pose a serious risk of doing business in China. Furthermore, the application of laws governing intellectual property rights in China and abroad is uncertain and evolving, and could involve substantial risks to us. If we are unable to adequately protect our trademarks, copyrights and other intellectual property rights, we may lose these rights and our business may suffer materially.

Capacity constraints or system disruptions to, or security risks in, our computer systems or websites could damage our reputation and limit our ability to increase content sales.

In addition to retail points of sale and download centers, our users currently download our content from our website. In addition, our users use our website to access tutoring and other online services. Any system error or failure, or a sudden and significant increase in traffic, could result in the difficulty of accessing our websites or unavailability of our downloadable content. We cannot assure you that we will be able to expand our online program infrastructure on a timely basis sufficient to meet demand for such content. Our computer networks may be vulnerable to unauthorized access, computer hackers, computer viruses and other security problems. A user who circumvents security measures could misappropriate proprietary information or cause interruptions or malfunctions in operations. As a result, we may be required to expend significant resources to protect against the threat of these security breaches or to alleviate problems caused by these breaches. Our computer systems and operations could be vulnerable to interruption or malfunction due to events beyond our control, including natural disasters and telecommunications failures. Any interruption to our computer systems or operations could have a material adverse effect on our ability to operate our business.

Uncertainty and adverse changes in the economy could have a material adverse impact on our business and operating results.

Uncertainty or adverse changes in the economy could lead to a significant decline in discretionary consumer spending, which, in turn, could result in a decline in the demand for our products. As a result of the recent national and global economic downturn, overall consumer spending has slowed down. Any decrease in demand for our products could have a material adverse impact on our operating results and financial condition. Uncertainty and adverse changes in the economy could also increase costs associated with developing our products, increase the cost and decrease the availability of potential sources of financing, and increase our exposure to material losses from our investments, any of which could have a material adverse impact on our financial condition and operating results.

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We may not be able to successfully execute our strategy of expanding into new geographical markets in China.

We plan to continue to expand our business into new geographical areas in China. As China is a large and diverse market, consumer trends and demands may vary significantly by region. The targeted users in these new geographic areas may not be able to afford our content and electronic learning products, or ELPs, and they may not be willing to incorporate digital learning into their studies. Our experience in the markets in which we currently operate may not be applicable in the smaller towns or other regions of China and our current business model may fail in those areas. Additionally, when we enter new markets, we may face intense competition from companies with greater experience or established presence in the targeted geographical areas and competition from other companies with similar expansion targets. As we expand into new markets, we may have to commence costly advertising campaigns, which may not be successful or which may reduce or eliminate the impact of any sales, or which may cause us to experience a net loss in the new markets.

Failure to execute our growth strategies of online content distribution, after-school tutoring and English training services for children may have a material adverse affect on our business and prospects.

Our growth strategies include expanding and diversifying the way we distribute our content, particularly through the Internet, and expanding into after-school tutoring and English training services for children. As we move to distribute our content through the Internet, we will face a heightened risk that our intellectual property may be stolen or copied, which could dilute our brands and harm our competitive position. We may lack the technological expertise to sufficiently guard against online piracy when we commence online distribution, or we may fail to adapt to new online piracy techniques as they develop. Another element of our growth strategy is to expand into complementary services such as after-school tutoring and English training services for children to enhance our branding as an education company. Because we have limited experience operating after-school tutoring and English training for children services, our curriculum, lesson design and operating plan are not fully tested, and may fail to attract or retain students. Additionally, public perception of our brands may be impacted by the results of our entry into, and our operation of, after-school tutoring and English training for children services. If we fail to successfully execute these growth strategies, we may not be able to continue to maintain our position as a market leader in interactive education content, and the prospects of our business may be materially and adversely affected.

We may not be able to manage our growth and continue to integrate new expansion into our operations, which could adversely affect our business and results of operations.

We have experienced substantial growth since we commenced our operation in educational content development. This growth has placed, and will continue to place, substantial demands on our managerial, operational, technological and other resources. In July 2009, we acquired 100% of the equity interest in the Little New Star Education Group. We are in the process of integrating the Little New Star Education Group’s business into our operation. We may continue to expand our operations through the acquisition of additional businesses, products or technologies. We may not be able to identify, acquire or profitably manage additional businesses or successfully integrate any acquired businesses, products or technologies without substantial expenses, delays or other operational or financial challenges. Furthermore, acquisitions may involve a number of additional risks, including the diversion of management’s attention, failure to retain key personnel, unanticipated events or circumstances and legal liabilities, some or all of which could have a material adverse effect on our business, results of operations and financial condition. In addition, acquired businesses, products or technologies, if any, may not achieve anticipated revenues and profitability. Acquisitions could also result in potentially dilutive issuances of equity securities. Our failure to manage our expansion, through internal growth or acquisitions, could have a material adverse effect on our business, results of operations and financial condition.

Our success depends on the continuing efforts of our senior management team and other key personnel and our business may be harmed if we lose their services.

Our future success depends heavily upon the continuing services of the members of our senior management team, in particular our Chairman and Chief Executive Officer, Mr. Dong Xu, our President and Chief Operating Officer, Mr. Benguo Tang, and our Chief Technology Officer, Mr. Xiaotong Wang. Although we entered into three-year employment agreements with our executive officers at the time of our initial public offering, these agreements are not guarantees that we can retain the services of these executives during the contracted term. If one or more of our senior executives or other key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for experienced management personnel in the private education sector is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or key personnel, or attract and retain high-quality senior executives or key personnel in the future. In addition, if any member of our senior management team or any of our other key personnel joins a competitor or forms a competing company, we may lose key professionals and staff members. Each of our executive officers has entered into an employment agreement with us, which contains non-competition provisions. If any disputes arise between any of our senior executives or key personnel and us, it may be difficult to enforce these agreements against these individuals.

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If we are unable to compete effectively with existing or new competitors, our sales and market share could decline.

The interactive education content market in China is rapidly evolving and very competitive. Some of our competitors who were present when we entered the market in 2004 no longer operate in this field and others have lost their dominant positions. We expect competition in this market to persist and intensify. Our main competitors in the DLD market include Shanghai Ozing Digital Technology Limited and Guangdong Bubugao Electronic Industry Limited. Our main competitor in the handheld kids’ learning device, or KLD, market is Guangdong Bubugao Electronic Industry Limited. Our main competitors in the E-dictionaries market include Guangdong Bubugao Electronic Industry Limited and Global View Co., Ltd. We also compete indirectly with online education content providers, such as Beijing No. 4 Middle School Net and Hubei Province Huanggang Middle School Net, and providers of interactive education content through CD-ROMs such as Human Education & Technology Co., Ltd. and Guangdong Dongtian Culture Enterprise Co., Ltd. Our main competitors in children’s English training markets include Shanghai University ONLY Education Group, Global Kids English of Global Education & Technology Group, New Oriental Pop Kids English and Beijing Juren Education Group. Some of our direct, indirect and potential competitors may have longer operating histories and greater financial, technical and marketing resources than we do. These competitors may be able to respond more rapidly than we can to changes in user requirements or preferences or to new or emerging technologies. They may also devote greater resources to the development, promotion and sale of their products than we do. We cannot assure you that we will be able to compete successfully against current or future competitors. If we are unable to maintain our competitive position or otherwise respond to competitive pressures effectively, our revenues, profitability and market share may be harmed.

We have no control over our third-party distributors.

We do not directly sell our products to our target consumers, but sell our products through third-party distributors in China, who in turn resell our products to customers or sub-distributors. While our third-party distributors are obligated by contract to abide by certain sales protocols and guidelines and our sales department periodically monitors their performance, we do not control them and there is no guarantee that they will adhere to our contracts with them. To the extent they misuse our brands, make false representations of our products or otherwise commit any misdeeds, misdemeanors or crimes, whether or not related to our products, our reputation could be harmed.

We rely on a limited number of manufacturers to produce our finished products, and our reputation and results of operations could be harmed if they fail to produce quality products in a timely and cost-effective manner and in sufficient quantities.

We outsource substantially all of our finished goods manufacturing to five manufacturers, all of whom manufacture our products at facilities in Guangdong Province in the southeastern region of China. We depend on these manufacturers to produce sufficient volumes of our finished products in a timely fashion, at satisfactory quality and cost levels and in accordance with our and our customers’ terms of engagement. If our manufacturers fail to produce quality finished products on time, at expected cost targets and in sufficient quantities, our reputation and results of operations would suffer. In addition, as we do not have long-term agreements with our manufacturers, they may stop manufacturing for us at any time, with little or no notice, and we may not be able to locate other manufacturers in time or at all. Any delay or inability to manufacture sufficient quantities of our finished products may materially and adversely affect our business, financial condition and results of operations.

Increases in our component or manufacturing costs could reduce our gross margins.

Cost increases of our components or manufacturing services, whether resulting from shortages of materials, labor or otherwise, including, but not limited to rising cost of materials, transportation, services, labor and commodity price increases, could negatively impact our gross margins. In addition, the supply and market prices of raw materials used in the manufacture of our components and finished products may be adversely affected by various factors, such as weather conditions and the occurrence of natural disasters or sudden increases in demand, that would impact our costs of production. Because of market conditions and other factors, we may not be able to offset any such increased costs by adjusting the price of our products.

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If we do not correctly anticipate demand for particular products, we could incur additional costs, experience manufacturing delays, damage relationships with distributors or lose new sales opportunities.

The demand for our products depends on several factors such as consumer preferences and the introduction or adoption of new hardware platforms. These factors can be difficult to forecast. We expect that it will become increasingly difficult to forecast demand for specific products as we introduce and support additional products, enter into additional markets and as competition in our markets intensifies.

If we misjudge the demand for products, we could face problems in our business, which may harm our results of operations. If our forecasts of demand are too high, we may accumulate excess inventories of components and finished products, which could lead to markdown allowances or write-offs. We may also have to adjust the prices of our existing products to reduce excess inventories. If our forecasts of demand are too low, our suppliers and third-party manufacturers may not be able to increase production rapidly enough to meet the demand, which may lead to missed sales opportunities to increase our customer base, and may damage our relationships with retailers and harm our business. In addition, rapid increases in production levels aimed at meeting unanticipated demand may result in increased manufacturing errors, as well as higher component, manufacturing and shipping costs, all of which could reduce our profit margins and harm our relationships with distributors.

Any defects in our products, or our failure to comply with applicable safety standards, could result in delayed shipments or rejection of our products and damage to our reputation, and could expose us to regulatory or other legal action.

We have experienced, and in the future may experience, delays in releasing some models and versions of our products due to defects or errors in our products. Our products may contain defects after commercial shipments have begun, which could result in the rejection of our products by retailers, lost sales, diverted development resources and increased customer service and support costs and warranty claims, any of which could harm our business or damage our reputation. Insurance companies in China offer limited business insurance products, and we currently do not have any business disruption insurance. Our products could be subject to involuntary recalls and other actions by governmental authorities. In addition, concerns about potential liability may lead us to recall voluntarily selected products. Any recalls or post-manufacture repairs of our products could harm our reputation, increase our costs or reduce our net sales.

If we are liable for a substantial amount of past due social welfare payments that we have not made a provision for, our financial condition may be materially and adversely affected.

We have not made adequate social welfare payments required under applicable PRC labor laws. We have made a provision in our financial statements in the amount of RMB 5.7 million, RMB 6.6 million and RMB 7.2 million (US$ 1.1 million) as of June 30, 2007, 2008 and 2009, respectively, to cover this potential liability. We cannot assure you that such provisions will be sufficient to discharge all potential claims for unpaid past due social welfare payments. This is particularly so if the PRC government were to impose penalties, potentially as high as 0.2% per day on the amount due. If we are liable for a substantial amount of past due social welfare payments that we have not made a provision for, our financial condition may be materially and adversely affected.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the company’s internal control over financial reporting. The requirement of a management report on our internal control over financial reporting first applies to our annual report on Form 20-F for the fiscal year ended on June 30, 2009. Pursuant to the applicable SEC rules, the requirement of an auditor attestation on management’s report will first apply to our annual report for the fiscal year ending June 30, 2010.

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Our management has concluded that our internal control over financial reporting is effective as of June 30, 2009. See “Item 15T. Control and Procedures.” However, if we fail to maintain effective internal control over financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. This could in turn result in the loss of investor confidence in the reliability of our financial statements and negatively impact the trading price of our ADSs. Furthermore, we have incurred and anticipate that we will continue to incur considerable costs, management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.

Risks Related to Our Corporate Structure

If the PRC government finds that the agreements that establish the structure for operating our online business do not comply with applicable PRC laws and regulations, we could be subject to severe penalties.

The PRC government extensively regulates the Internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies doing business in the Internet industry. We are a Cayman Islands corporation and a foreign legal person under Chinese laws. As a result of the foreign ownership restriction in the PRC Internet industry, we conduct part of our business through the www.noahedu.com website through contractual arrangements with a Chinese entity called Shenzhen Zhi Yuan Noah Internet Co., Ltd., or Noah Zhi Yuan. Noah Zhi Yuan is our consolidated affiliated entity directly owned by our founders. We have been and are expected to continue to be dependent on Noah Zhi Yuan to operate our online business. We do not have any equity interest in Noah Zhi Yuan but receive the economic benefits of it through various contractual arrangements, including agreements on provision of loans, provision of services, license of software, and certain corporate governance and shareholder rights matters. In addition, we have entered into agreements with Noah Zhi Yuan and each of the shareholders of Noah Zhi Yuan which provide us with a substantial ability to control Noah Zhi Yuan.

If we, Noah Zhi Yuan or any of its future subsidiaries are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including, without limitation,

• revoking the business and operating licenses, including the Internet content provider license, of Noah Zhi Yuan or our PRC subsidiaries and affiliated entities;

• discontinuing or restricting the operations of any related-party transactions among our PRC subsidiaries and affiliated entities;

• imposing fines, confiscating the income of Noah Zhi Yuan or our income, or imposing other requirements with which we or our PRC subsidiaries and affiliated entities may not be able to comply;

• shutting down the servers of Noah Zhi Yuan or blocking our websites; or

• requiring us or our PRC subsidiaries and affiliated entities to restructure our ownership structure or operations.

The imposition of any of these penalties could result in a material and adverse effect on our ability to conduct our business and our financial condition and results of operations.

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We rely on contractual arrangements with Noah Zhi Yuan and its shareholders for our online China operations, which may not be as effective in providing operational control as direct ownership.

We rely on contractual arrangements with Noah Zhi Yuan and its shareholders to operate our online business. For a description of these contractual arrangements, see “Item 4. Information on the Company — C. Organizational Structure — Contractual Arrangements with Noah Zhi Yuan and Its Shareholders” and “Item 7. Major Shareholders and Related Party Translations — B. Related Party Transactions—Contractual Arrangements with Noah Zhi Yuan and Its Shareholders.” These contractual arrangements may not be as effective in providing us with control over Noah Zhi Yuan as direct ownership. If we had direct ownership of Noah Zhi Yuan, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of Noah Zhi Yuan, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, as a legal matter, if Noah Zhi Yuan or any of its shareholders fails to perform its or his respective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which may not be effective. For example, if the shareholders of Noah Zhi Yuan were to refuse to transfer their equity interest in Noah Zhi Yuan to us or our designee when we exercise the option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith towards us, then we may have to take legal action to compel them to fulfill their contractual obligations. In addition, we may not be able to renew these contracts with Noah Zhi Yuan and/or its shareholders.

Many of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our affiliated entities, our ability to conduct our business may be negatively affected or we may not be able to conduct the business of our online operations at all.

The beneficial owners of Noah Zhi Yuan may have potential conflicts of interest with us.

The beneficial owners of Noah Zhi Yuan are also the founders and beneficial owners of our company. Conflicts of interests between their dual roles as beneficial owners of both Noah Zhi Yuan and our company may arise. We cannot assure you that when conflicts of interest arise, any or all of these individuals will act in the best interests of our company or that conflicts of interests will be resolved in our favor. In addition, these individuals may breach or cause Noah Zhi Yuan to breach or refuse to renew the existing contractual arrangements that allow us to effectively control Noah Zhi Yuan, and receive economic benefits from it. Other than relying on the duties of loyalty owed to us by the owners of Noah Zhi Yuan, who are also our directors and executive officers, and the irrevocable powers of attorney each executed to appoint the individual designated by us to be his respective attorney-in-fact, we currently do not have any measure or policy to address these potential conflicts of interest. In the event of any such conflict of interest, we would have to rely on legal remedies under PRC law. These remedies may not always be effective, particularly in light of uncertainties in the PRC legal system. If we cannot resolve any conflicts of interest or disputes between us and the beneficial owners of Noah Zhi Yuan, we would have to rely on the uncertainty of legal proceedings, which could result in disruption of our business.

Contractual arrangements we have entered into among our subsidiaries and Noah Zhi Yuan may be subject to scrutiny by the PRC tax authorities, and a finding that we or Noah Zhi Yuan owe additional taxes could substantially reduce our consolidated net income and the value of your investment.

Under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements, including contracts for the transfer of certain assets, among our wholly owned subsidiaries in China and Noah Zhi Yuan do not represent an arm’s-length price and adjust Noah Zhi Yuan’s income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction, for PRC tax purposes, of expense deductions recorded by Noah Zhi Yuan, which could in turn increase its tax liabilities. In addition, the PRC tax authorities may impose late payment fees and other penalties to our affiliated entities for under-paid taxes. Our consolidated net income may be materially and adversely affected if our affiliated entities’ tax liabilities increase or if they are found to be subject to late payment fees or other penalties.

13

The regulation of Internet website operators is relatively new and subject to interpretation, and our operation of online education programs could be adversely affected if we are deemed to have violated applicable laws and regulations.

The interpretation and application of existing Chinese laws and regulations, the stated positions of the main governing authority, the Ministry of Information Industry, and the possibility of adopting new laws or regulations have created significant uncertainties regarding the legality of the businesses and activities of Chinese companies with Internet operations. In particular, according to the Internet Information Services Administrative Measures promulgated by the State Council on September 25, 2000, the activities of Internet content providers are regulated by various Chinese government authorities including, the Ministry of Education, the General Administration of Press and Publication and the Ministry of Culture, depending on the specific activities conducted by the Internet content provider. Noah Zhi Yuan holds an Internet content provider license with limited business scope issued by the Guangdong branch of the Ministry of Information Industry and has received approval from the Department of Education of Guangdong Province to operate its educational website, an Internet culture license from the Ministry of Culture, and a value-added telecommunications business license from the Ministry of Industry and Information Technology. Noah Zhi Yuan has applied for an Internet electronic bulletin board service license from the Department of Information Industry of Guangdong Province and an Internet publishing license from the General Administration of Press and Publication. However, due to the uncertainties of interpretation and implementation of relevant regulations by different authorities, we cannot assure you that the licenses held and being applied for by Noah Zhi Yuan will be deemed to be adequate for all its online services. Failure to comply with applicable Chinese Internet regulations, including engaging in business activities prior to obtaining the requisite licenses, could subject us to severe penalties, including fines and/or other restrictions imposed upon us, or even orders of cessation of Noah Zhi Yuan’s operations.

If the PRC authorities determine that we do not have the requisite licenses or permits to operate tutoring centers, we may have to cease the operations of tutoring centers and English training centers and suffer a setback to our growth strategy.

We currently operate tutoring centers through a PRC domestic subsidiary, Shenzhen New Noah Education Investment Development Co., Ltd., that we wholly own through another 100% subsidiary that is a wholly foreign owned enterprise, Noah Education Technology (Shenzhen) Co., Ltd. We also operate English training centers through a wholly foreign owned enterprise, Changsha Little Star Cartoon Digital Technology Ltd., or Cartoon Digital, that we wholly own through another 100% subsidiary incorporated in Hong Kong, Global Ring Limited. The PRC Regulations on Operating Chinese-foreign Schools and its implementation rules govern Chinese-foreign cooperation in operating schools or training programs. See “Item 4. Information on the Company — B. Business Overview — Regulation — Regulations on Private Schools.” Licenses for operating Chinese-foreign cooperative schools and approvals for Chinese-foreign cooperative education projects must be obtained from the relevant education authorities or the authorities that regulate labor and social welfare in the PRC. Based on the results of oral inquiries with the relevant education authorities and advice from our PRC legal counsel, we believe that our tutoring centers and English training centers are not Chinese-foreign cooperative schools that fall within the ambit of these regulations because they are operated by PRC-registered domestic entities. However, we cannot assure you that other PRC education authorities may interpret the regulations otherwise, in which event, we may have to cease the operations of our tutoring centers and English training centers until we obtain the necessary permits, which may not be forthcoming. If we must cease operating tutoring centers, we will not be able to execute our strategy to become China’s leading brand in supplemental education services, and our growth may suffer as a result.

Risks Related to Doing Business in China

Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.

Substantially all of our business operations are conducted in China. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in China. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past 20 years, growth has been uneven across different regions and among various economic sectors of China. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. While some of these measures benefit the overall PRC economy, they may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

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The PRC economy has been transitioning from a planned economy to a more market-oriented economy. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. These actions, as well as future actions and policies of the PRC government, could materially affect our liquidity and access to capital and our ability to operate our business.

Regulation and censorship of information disseminated over the Internet in China may adversely affect our business and reputation and subject us to liability for information displayed on our websites.

The PRC government has adopted regulations governing Internet access and the distribution of news and other information over the Internet. Under these regulations, Internet content providers and Internet publishers are prohibited from posting or displaying over the Internet content that, among other things, violates PRC laws and regulations, impairs the national dignity of China, or is reactionary, obscene, superstitious, fraudulent or defamatory. Failure to comply with these requirements may result in the revocation of licenses to provide Internet content and other licenses, and the closure of the concerned websites. Although none of our websites has been closed, failure to comply with such requirements has resulted in the closure of other companies’ websites in the past. The website operator may also be held liable for such censored information displayed on or linked to the websites. If any of our websites, including those used for our online education business, are found to be in violation of any such requirements, we may be penalized by relevant authorities, and our operations or reputation could be adversely affected.

Uncertainties with respect to the PRC legal system could adversely affect us.

We conduct our business primarily through our subsidiaries and affiliated entities in China. Our operations in China are governed by PRC laws and regulations. Our subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value.

Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until some time after the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign laws against us, our management or the experts named in this annual report.

We conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, all of our senior executive officers reside within China. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon our senior executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Moreover, our PRC counsel has advised us that the PRC does not have treaties with the United States or many other countries providing for the reciprocal recognition and enforcement of judgment of courts. In addition, you may find it difficult to bring an original action in the Cayman Islands or China to enforce liabilities based upon the U.S. federal securities laws against us, our senior management or any non-U.S. expert named in this annual report.

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Governmental control of currency conversion may affect the value of your investment.

The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in RMB. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries and our affiliated entity to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

Recent regulations relating to offshore investment activities by PRC residents may limit our ability to acquire PRC companies and could adversely affect our business, financial condition and results of operations.

In October 2005, SAFE promulgated a regulation known as Circular No. 75 that states that if PRC residents use assets or equity interests in their PRC entities as capital contributions to establish offshore companies or inject assets or equity interests of their PRC entities into offshore companies to raise capital overseas, they must register with local SAFE branches with respect to their overseas investments in offshore companies. They must also file amendments to their registrations if their offshore companies experience material events involving capital variation, such as changes in share capital, share transfers, mergers and acquisitions, spin-off transactions, long-term equity or debt investments or guarantee. Under this regulation, failure to comply with the registration procedures set forth in such regulation may result in restrictions being imposed on the foreign exchange activities of the relevant PRC entity, including the payment of dividends and other distributions to its offshore parent, as well as restrictions on the capital inflow from the offshore entity to the PRC entity. We have requested our current shareholders and/or beneficial owners who are PRC residents to register with the local SAFE branch as required under the Circular No. 75. While we believe our shareholders have complied with existing SAFE registration procedures, any future failure by any of our shareholders who is a PRC resident, or controlled by a PRC resident, to comply with relevant requirements under this regulation could subject our company to fines or sanctions imposed by the PRC government, including restrictions on our subsidiaries’ ability to pay dividends or make distributions to us and our ability to increase our investment in or to provide loans to our subsidiaries.

On December 25, 2006, the People’s Bank of China promulgated the Measures for Administration of Individual Foreign Exchange, on January 5, 2007, the SAFE promulgated Implementation Rules for those measures and on March 28, 2007, the SAFE further promulgated the Operating Procedures on Administration of Foreign Exchange regarding PRC Individuals’ Participation in Employee Share Ownership Plans and Employee Stock Option Plans of Overseas Listed Companies. According to these new foreign exchange regulations, PRC citizens who are granted shares or share options by a company listed on an overseas stock market under its employee share option or share incentive plan are required to register with the SAFE or its local counterparts by following certain procedures. We and our employees who are PRC citizens and individual beneficiary owners or have been granted share options may be subject to these rules. The failure of our PRC individual beneficiary owners and holders of share options to complete their SAFE registrations according to the requirements of local counterparts of the SAFE or the new foreign exchange rules may subject these PRC citizens to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute dividends to us or otherwise materially and adversely affect our business.

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We rely principally on dividends and other distributions on equity paid by our wholly owned subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries and affiliated entities to make payments to us could have a material adverse effect on our ability to conduct our business.

We are a holding company, and we rely principally on dividends from our wholly owned subsidiaries in China and on service, license and other fees paid to our wholly owned subsidiaries by Noah Zhi Yuan for our cash requirements, including any debt we may incur. Current PRC regulations permit our subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries and affiliated entities in China are required to set aside at least 10% of its after-tax profits, if any, to fund a statutory reserve whenever dividends are declared by these subsidiaries and affiliated entities until such reserve reaches 50% of its registered capital, and to further set aside a portion of its after-tax profits to fund the employee welfare fund at the discretion of the board. These reserves are not distributable as cash dividends. Furthermore, if our subsidiaries and affiliated entities in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements we currently have in place in a manner that would materially and adversely affect our subsidiaries’ ability to pay dividends and other distributions to us.

Furthermore, under the new PRC enterprise income tax law and the implementing rules that became effective on January 1, 2008, dividends generated from the business of our PRC subsidiaries after January 1, 2008 and payable to us may be subject to a withholding tax rate of 10% if the PRC tax authorities subsequently determine that the Company is a non-resident enterprise, unless there is a tax treaty with China that provides for a different withholding arrangement. According to the relevant treaties between China and Hong Kong, 5% withholding tax is applied to the dividends distributed to Hong Kong investors by PRC enterprises if such Hong Kong investors hold no less than 25% of equity interest in such PRC enterprises. So we expect that 10% or 5% withholding tax will apply to dividends distributed by our subsidiaries in China to their non-PRC shareholders, as the case may be, but this treatment will depend on the status of their non-PRC shareholders as non-resident enterprises. Any limitation on the ability of our subsidiaries and affiliated entities to distribute dividends or other payments to us could materially and adversely limit our ability to make investments or acquisitions that could be beneficial to our businesses, pay dividends, or otherwise fund and conduct our business.

If we were deemed a “resident enterprise” by PRC tax authorities, we could be subject to tax on our global income and our non-PRC shareholders could be subject to certain PRC taxes.

Under the new PRC enterprise income tax law that became effective on January 1, 2008, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise” and will be subject to the PRC enterprise income tax at the rate of 25% on its global income. The implementing rules of the new PRC enterprise income tax law define “de facto management” as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. If we were to be considered a “resident enterprise” by the PRC tax authorities, our global income would be subject to tax under the new PRC enterprise income tax law at the rate of 25% and, to the extent we were to generate a substantial amount of income outside of PRC in the future, we would be subject to additional taxes. Because substantially all of our management are currently located in China, we and our offshore subsidiaries may be considered PRC resident enterprises and therefore be subject to the PRC enterprise income tax at the rate of 25% on our worldwide income. This may increase our tax expenses and adversely affect our results of operations. In addition, if we were to be considered a “resident enterprise,” the dividends we pay to our non-PRC enterprise shareholders would be subject to withholding tax and our non-PRC enterprise shareholders would be subject to a 10% income tax on any gains they would realize from the transfer of their shares, if such income were sourced from within the PRC. According to our PRC counsel, as of the date of this annual report, no final interpretations on the implementation of the “resident enterprise” designation with respect to an enterprise established outside China and ultimately controlled by PRC individuals are available. Moreover, any such designation, when made by PRC tax authorities, will be determined based on the facts and circumstances of individual cases. As a result, after consulting our PRC counsel, we cannot determine the likelihood of our being designated a “resident enterprise” as of the date of this annual report.

PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of the offering to make loans or additional capital contributions to our PRC operating subsidiaries and affiliated entities.

In using the proceeds of our initial public offering in the manner described in “Item 14. Material Modifications to the Rights of Security Holders — E. Use of Proceeds,” as an offshore holding company of our PRC operating subsidiaries and affiliated entities, we may make loans to our PRC subsidiaries and consolidated affiliated entities, or we may make additional capital contributions to our PRC subsidiaries. Any loans to our PRC subsidiaries or consolidated PRC affiliated entities are subject to PRC regulations and approvals. For example:

• loans by us to our wholly owned subsidiaries in China, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local counterpart; and

• loans by us to Noah Zhi Yuan, which is a domestic PRC entity, must be approved by the relevant government authorities and must also be registered with SAFE or its local counterpart.

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We may also decide to finance our wholly owned subsidiaries by means of capital contributions. These capital contributions must be approved by the PRC Ministry of Commerce or its local counterpart. Because Noah Zhi Yuan is a domestic PRC entity, we are not likely to finance its activities by means of capital contributions due to regulatory issues relating to foreign investment in domestic PRC entities, as well as the licensing and other regulatory issues discussed in the “Item 4. Information on the Company — B. Business Overview — Regulation” section of this annual report. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to future loans or capital contributions by us to our subsidiaries or Noah Zhi Yuan. If we fail to receive such registrations or approvals, our ability to use the proceeds of our initial public offering and to capitalize our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.

Expiration of, or changes to, tax benefits or incentives could materially and adversely affect our operating results.

Our subsidiaries and affiliated entities in China currently enjoy tax exemptions, tax concessions and reduced income tax rates. See “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Our Results of Operations — Other Income Statement Items and Net Income — Provision for Income Taxes” for a description of the tax benefits that apply to us. On March 16, 2007, the National People’s Congress, the Chinese legislature, passed a new enterprise income tax law that became effective on January 1, 2008. The new tax law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises. Existing companies are required to transition to the new enterprise income tax rate during a five-year transition period. On December 26, 2007, the State Council promulgated the Notice on Implementation of Preferential Policies on Transition of Enterprises Income Tax, which provides that as from January 1, 2008, any enterprise that was taxed at 15% previously will be taxed at 18% in 2008, 20% in 2009, 22% in 2010, 24% in 2011 and 25% in 2012 and subsequent years, and any enterprise that was granted certain concessions will continue to enjoy such tax concessions until the expiry day in accordance with the tax preferences under the old income tax law, regulations and other relevant provisions. Our Chinese subsidiaries currently also enjoy government subsidies in the form of value added tax refunds for the promotion of development in the software industry. Any expiration or changes in PRC tax benefits or incentives would reduce our after-tax profitability and materially and adversely affect our operating results.

Fluctuation in the value of the RMB may have a material adverse effect on your investment.

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximately 21.2% appreciation of the RMB against the U.S. dollar between July 21, 2005 and June 30, 2009. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar. Our revenues and costs are mostly denominated in the RMB and a significant portion of our financial assets are also denominated in RMB. We rely entirely on dividends and other fees paid to us by our subsidiaries and affiliated entities in China, which are denominated in RMB. Any significant revaluation of the RMB may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. For example, an appreciation of the RMB against the U.S. dollar would make any new RMB-denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into the RMB for such purposes. An appreciation of the RMB against the U.S. dollar would also result in foreign currency translation losses for financial reporting purposes when we translate our U.S. dollar denominated financial assets into the RMB as the RMB is our reporting currency.

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The approval of the China Securities Regulatory Commission, or the CSRC, may have been required in connection with our initial public offering in October 2007 under a recently adopted PRC regulation. The regulation also establishes more complex procedures for acquisitions conducted by foreign investors which could make it more difficult to pursue growth through acquisitions.

On August 8, 2006, six PRC regulatory agencies: the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, or SASAC, the State Administration for Taxation, the State Administration for Industry and Commerce, the CSRC, and SAFE; jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which became effective on September 8, 2006. The new regulations require offshore special purpose vehicles, or SPVs, that are controlled by PRC companies or residents and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, the CSRC published a notice on its website specifying the documents and materials that SPVs are required to submit when seeking CSRC approval for their listings outside of China. The interpretation and application of the new regulations remain unclear, and we cannot assure you that our initial public offering in October 2007 did not require approval from the CSRC, and if it did, how long it would take us to obtain the approval. The CSRC has declined to officially clarify the applicability of the new regulations to us and our initial public offering. On the other hand, if CSRC approval had been required for our initial public offering, our failure to have obtained or our delay in obtaining the CSRC approval for the initial public offering would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies. These sanctions could include fines and penalties on our operations in China, restriction or limitation on our ability to pay dividend outside of China, and other forms of sanctions that may cause a material and adverse effect on our business, results of operations and financial conditions.

According to our PRC counsel, our initial public offering did not require the approval of the CSRC under their interpretations of the existing regulations on the applicability of the new regulations because we completed our reorganization before the effective date of the new rules. We cannot assure you, however, that new rules and regulations or relevant interpretations will not be issued which may require retroactively that we obtain an approval from the CSRC in connection with our initial public offering. If this were to occur, our failure to have obtained or the delay in obtaining the CSRC approval for the initial public offering would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies. These sanctions could include fines and penalties on our operations in China, restriction or limitation on our ability to pay dividends outside of China, and other forms of sanctions that may cause a material and adverse effect on our business, results of operations and financial conditions.

The new regulations also established additional procedures and requirements that are expected to make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, or that the approval from the Ministry of Commerce be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. We may grow our business in part by acquiring other companies offering complementary services such as tutoring and test preparation. Complying with the requirements of the new regulations to complete such transactions could be time-consuming, and any required approval processes, including Ministry of Commerce approval, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

If any of our PRC subsidiaries, affiliated entities and their subsidiaries becomes the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy those assets, which could reduce the size of our operations and materially and adversely affect our business, ability to generate revenue and the market price of our ADSs.

To comply with PRC laws and regulations relating to foreign ownership restrictions, we currently conduct our online operations in China through contractual arrangements with Noah Zhi Yuan and its shareholders. As part of these arrangements, Noah Zhi Yuan holds some of the assets that are important to the operation of our business. If Noah Zhi Yuan goes bankrupt and all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If Noah Zhi Yuan undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, our ability to generate revenue and the market price of our ADSs.

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We face risks related to health epidemics and other outbreaks.

Our business could be adversely affected by the effects of Influenza A(H1N1), or swine flu, avian flu, SARS or other epidemics or outbreaks. China reported a number of cases of SARS in April 2004. In last three years, there have been reports on the occurrences of avian flu in various parts of China, including a few confirmed human cases and deaths. In April 2009, an outbreak of swine flu occurred in Mexico and the United States and spread globally. Any prolonged occurrence or recurrence of swine flu, avian flu, SARS or other adverse public health developments in China or any of the major markets in which we do business may have a material adverse effect on our business and operations. We have not adopted any written preventive measures or contingency plans to combat any future outbreak of swine flu, avian flu, SARS or any other epidemic.

Risks Related to Our ADSs

We believe we were a passive foreign investment company for our taxable year ended June 30, 2009, which could result in adverse U.S. federal income tax consequences to U.S. holders of our ADSs or ordinary shares.

Based on the market price of our ADSs and the value and composition of our assets, we believe we were a “passive foreign investment company,” or PFIC, for United States federal income tax purposes for our taxable year ended June 30, 2009. In addition, it is also possible that one or more of our subsidiaries were also PFICs for such year. A non-U.S. corporation will be considered a PFIC for any taxable year if either (1) at least 75% of its gross income is passive income or (2) at least 50% of the value of its assets is attributable to assets that produce or are held for the production of passive income (the “asset test”). In general, the total value of our assets for purposes of the asset test will be determined based on the market price of our ADSs and ordinary shares. In addition, we must make a separate determination each taxable year as to whether we are a PFIC (after the close of each taxable year). We expect that we will be a PFIC for our current taxable year ending June 30, 2010 unless our share value increases and/or we invest a substantial amount of the cash and other passive assets we hold in assets that produce active income. Because we believe we were a PFIC for the taxable year ended June 30, 2009, certain adverse U.S. federal income tax consequences could apply to U.S. persons that own our ADSs or ordinary shares with respect to any “excess distribution” received from us and any gain from a sale or other disposition of the ADSs or ordinary shares. See “Item 10. Additional Information — E. Taxation — United States Federal Income Taxation — Passive Foreign Investment Company.”

The market price for our ADSs has been volatile and may continue to fluctuate significantly.

The market price for our ADSs has been volatile, and we expect will continue to be, subject to significant fluctuations in response to factors such as actual or anticipated fluctuations in our quarterly results of operations, changes in financial estimates by securities research analysts, changes in the economic performance or market valuations of other education companies, announcements by us or our competitors of material acquisitions, strategic partnerships, joint ventures or capital commitments, fluctuations of exchange rates between RMB and the U.S. dollar, intellectual property litigation, release of lock-up or other transfer restrictions on our outstanding shares or ADSs, and economic or political conditions in China. In addition, the performance, and fluctuation in market prices, of other companies with business operations located mainly in China that have listed their securities in the United States may affect the volatility in the price of and trading volumes of our ADSs. Furthermore, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. In particular, economic downturns may contribute to the securities market experiencing extreme price and trading volume volatility. These market fluctuations may also materially and adversely affect the market price of our ADSs.

We may need additional capital, and the sale of additional ADSs or other equity securities could result in additional dilution to our shareholders.

We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs for the near future. We may, however, require additional cash resources to finance our continued growth or other future developments, including any investments or acquisitions we may decide to pursue. The amount and timing of such additional financing needs will vary principally depending on the timing of new product launches, investments and/or acquisitions, and the amount of cash flow from our operations. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations.

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Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:

• investors’ perception of, and demand for, securities of electronic learning product providers;

• conditions of the U.S. and other capital markets in which we may seek to raise funds;

• our future results of operations, financial condition and cash flows;

• PRC governmental regulation of foreign investment in education in China;

• economic, political and other conditions in China; and

• PRC governmental policies relating to foreign currency borrowings.

We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. If we fail to raise additional funds, we may need to sell debt or additional equity securities or to reduce our growth to a level that can be supported by our cash flow. Without additional capital, we may not be able to:

• further develop or enhance our services and products;

• acquire necessary technologies, products or businesses;

• expand operations in China;

• hire, train and retain employees;

• market our programs, services and products; or

• respond to competitive pressures or unanticipated capital requirements.

Our corporate actions are substantially controlled by our officers, directors, principal shareholders and their affiliated entities.

As of September 30, 2009, our executive officers, directors, principal shareholders and their affiliated entities beneficially own approximately 72.6% of our outstanding shares. These shareholders, if they acted together, could exert substantial influence over matters requiring approval by our shareholders, including electing directors and approving mergers or other business combination transactions and they may not act in the best interests of other minority shareholders. This concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders.

Substantial future sales or the perception of sales of our ADSs in the public market could cause the price of our ADSs to decline.

Sales of our ADSs or ordinary shares in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline. As of June 30, 2009, we had 37,758,963 ordinary shares outstanding (which include 2,027,692 ordinary shares issued to The Bank of New York Mellon, our depositary, in June 2008 to facilitate our future issuance of ADSs upon the exercise of options under our share incentive plan but are excluded from the balance sheet herein for accounting purposes), of which 17,765,520 ordinary shares were represented by 17,765,520 ADSs. In addition, options to purchase 3,172,468 ordinary shares of our company were outstanding as of June 30, 2009. All ADSs are freely transferable without additional registration requirements under the Securities Act of 1933, or the Securities Act. Since the 180-day lock-up period of our initial public offering has expired, the remaining ordinary shares not represented by ADSs are available for sale subject to the volume and other restrictions as applicable under Rule 144 and Rule 701 under the Securities Act.

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Our business is subject to seasonal fluctuations, which may cause our results of operations to fluctuate from quarter to quarter. This may result in volatility and adversely affect the price of our ADSs.

We have experienced, and expect to continue to experience, seasonal fluctuations in our revenue and results of operations, primarily due to seasonal changes in device sales. Historically, our DLD, KLD and E-dictionary unit sales tend to be focused in our first fiscal quarter, from July 1 to September 30, with decreases in sales during the winter and summer breaks of primary and secondary school. Our expenses, however, vary significantly and do not necessarily correspond with changes in our DLD, KLD and E-dictionary unit sales and revenue. We invest in marketing and advertising, and research and development throughout the year. We expect quarterly fluctuations in our revenue and results of operations to continue. These fluctuations could result in volatility and adversely affect the price of our ADSs. As our revenue grows, these seasonal fluctuations may become more pronounced.

Our historical financial condition and results of operations are not necessarily indicative of future performance and are difficult to forecast.

Our historical financial condition and results of operations may not meet the expectations of public market analysts or investors, which could cause the price of our ADSs to decline. In addition to the seasonal fluctuations described above, our revenues, expenses and results of operations may vary from quarter to quarter and from year to year in response to a variety of other factors beyond our control, including:

• general economic conditions in China and PRC regulations or actions pertaining to the provision of our products and services;

• natural disasters or geopolitical events, such as avian influenza or other epidemics, war or threat of war;

• changes in consumers’ spending patterns;

• our ability to control cost of revenues and operating expenses; and

• non-recurring charges incurred in connection with acquisitions or other extraordinary transactions or unexpected circumstances.

Due to these factors, we believe that quarter-to-quarter comparisons of our results of operations may not be indicative of our future performance and you should not rely on them to predict the future performance of our ADSs. In addition, our past results may not be indicative of future performance because of our new businesses.

You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote.

Except as described in this annual report and in the deposit agreement, holders of our ADSs will not be able to exercise voting rights attaching to the shares evidenced by our ADSs on an individual basis. Holders of our ADSs will appoint the depositary or its nominee as their representative to exercise the voting rights attaching to the shares represented by the ADSs. You may not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote. Upon our written request, the depositary will mail to you a shareholder meeting notice which contains, among other things, a statement as to the manner in which your voting instructions may be given.

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You may not be able to participate in rights offerings and may experience dilution of your holdings as a result.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. Under the deposit agreement for the ADSs, the depositary will not offer those rights to ADS holders unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act, or exempt from registration under the Securities Act with respect to all holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or underlying securities or to endeavor to cause such a registration statement to be declared effective. In addition, we may not be able to take advantage of any exemptions from registration under the Securities Act. Accordingly, holders of our ADSs may be unable to participate in our rights offerings and may experience dilution in their holdings as a result.

You may be subject to limitations on transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are incorporated in the Cayman Islands, and conduct substantially all of our operations in China through our wholly owned subsidiaries and affiliated entities in China. All of our officers reside outside the United States and some or all of the assets of those persons are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China in the event that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action of this kind, the respective laws of the Cayman Islands and China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you may have less protection of your shareholder rights than you would under U.S. law.

Our corporate affairs are governed by our memorandum and articles of association and by the Companies Law (2009 Revision) and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Our articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and ADSs.

Our articles of association contain provisions limiting the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preference shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADSs or otherwise. Preference shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preference shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.

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Item 4. Information on the Company

A. History and Development of the Company

In 1999, our founders, Dong Xu, Xiaotong Wang and Benguo Tang, formed Shenzhen Noah Industrial Co., Ltd., or Noah Industrial, which focused on the design, production and distribution of translation devices. On April 8, 2004, our founders formed our company, Noah Education Holdings Ltd., in Cayman Islands to acquire the assets of Noah Industrial and to focus on the development, marketing and distribution of education content. At the same time, Baring Asia II Holdings (22) Limited and Alpha Century Assets Limited invested a total of US$ 16 million in our company. In March 2007, Lehman Brothers Commercial Corporation Asia Limited, or Lehman Brothers, became one of our substantial shareholders through the purchase of ordinary and preference shares from certain of our existing shareholders. We also issued a warrant for our ordinary shares to Lehman Brothers in connection with the transaction. The warrant issued to Lehman Brothers expired in April 2009. We conduct our business operations in China through wholly-owned subsidiaries, and with respect to the Internet-related aspects of our business, through an affiliated entity.

On October 19, 2007, we listed our ADSs on The New York Stock Exchange under the symbol “NED.” We completed the initial public offering of 11,324,198 ADSs, each representing one ordinary share, on October 24, 2007.

In July 2009, we acquired 100% of the equity interest in the Little New Star Education Group, which was mainly comprised of Cartoon Digital and Changsha Leisen Education Software Co., Ltd, or Leisen Education, through a series of transactions, including the acquisition of 100% equity interest in Cartoon Digital through acquiring its sole shareholder Global Ring and Noah Zhi Yuan’s acquisition of the 100% equity interest in Leisen Education. The total consideration of the acquisition of the Little New Star Education Group was RMB 53.0 million (US$7.8 million) in cash and 2,647,743 ordinary shares of Noah Education Holdings Ltd.

We will make a strategic investment of US$ 1 million to purchase convertible preferred stock of Saunders Acquisition Corporation, or Saunders, a Delaware corporation recently formed, for the purpose of consummating a merger with and into Franklin Electronic Publishers, Incorporated, or Franklin, a Pennsylvania corporation. Upon the consummation of the merger, our convertible preferred stock of Saunders will be converted into Series B Preferred Shares of Franklin. We also agreed to purchase 800,000 Series A Preferred Shares of Franklin from its current shareholder with a purchase price of US$ 2 million after the consummation of the merger. We will finance the strategic investment by our current cash or cash equivalents and anticipated cash flow from our operations.

Our principal executive offices are located at 10th Floor B Building, Futian Tian’an Hi-Tech Venture Park, Futian District, Shenzhen, Guangdong Province, People’s Republic of China. Our telephone number at this address is +86-755-8343-2800. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KYI-1104, Cayman Islands. Our agent for service of process in the United States is CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011.

B. Business Overview

Overview

We are a leading provider of interactive education content in China. We develop and market interactive, multimedia learning materials mainly to complement prescribed textbooks used in China’s primary and secondary school curriculum, covering subjects such as English, Chinese, mathematics, physics, chemistry, biology, geography, political science and history. Our electronic learning products, or ELPs, include handheld digital learning devices, or DLDs, handheld kids learning devices, or KLDs, and E-dictionaries.

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We deliver our content primarily through DLDs into which our content is embedded or subsequently downloaded at over 10,000 points of sale, approximately 2,000 download centers, or through our website, www.noahedu.com. In August 2008, we introduced KLDs, digital learning devices for children from five to nine years old, to the market. In addition, we sell E-dictionaries. According to CCID Consulting, in the first half of 2009, we were ranked No. 1 by sales revenue and by sales volume of digital learning devices and E-dictionaries, among interactive education content providers that distribute content through ELPs in China.

In July 2007, we began offering after-school tutoring programs as we continue to build upon our experience and brand to capture more market opportunities in the supplemental education market. As of the date of this annual report, we operate two after-school tutoring centers in Chengdu, the capital city of Sichuan Province, and Chongqing. In July 2009, we acquired 100% of the equity interest in the Little New Star Education Group, which provides English language training services to children through its ten directly-owned training centers and over 600 franchised training centers across China. In 2008, the Little New Star Education Group has approximately 819,600 student enrollments, including approximately 19,600 student enrollments in directly-owned training centers and approximately 800,000 student enrollments in franchised training centers. We plan to combine our after-school tutoring services and children’s English language training services to develop a comprehensive children’s training business.

As of June 30, 2009, we had developed a collection of approximately 47,500 courseware titles, each corresponding to a chapter of a printed textbook or a topic covered by a textbook. For the fiscal year ended June 30, 2009, we responded to market demand by broadening our offerings to the five-to-nine age group, with age-appropriate and user-friendly content, interfaces and DLD exteriors. We develop courseware titles based on standardized textbooks and other print-based content that which we license from leading domestic and international educational publishers, including The Commercial Press, Foreign Language Teaching and Research Press, Beijing Language and Culture University Press, Shanghai Translation Publishing House, Shanghai Century Foreign Language Education Publishing House, Yilin Press, Shanghai Jiao Tong University Press, Shanghai Foreign Language Education Press, Jinan Xinghuo Memory Research Institute and Sanseido Co., Ltd. Our content is produced by a team of approximately 101 full-time and approximately 111 part-time producers, editors and graphic artists. In 2008, we broadened the scope of Access Noah, a strategic marketing initiative that partners Noah directly with public schools across China. These partnerships bring the “Noah” brand inside schools and effectively illustrate to our target market the integration of our content with in-classroom teaching. As of June 30, 2009, we had introduced Access Noah to hundreds of schools across 28 provinces, covering millions of school children in China.

Our DLDs and KLDs are built on our proprietary NP-iTECH software platform. As of the date of this annual report, we held 22 domestic patents, including 12 patents related to our NP-iTECH technology, and had 19 pending patent applications, including one international and one domestic applications related to our NP-iTECH technology. Our NP-iTECH technology supports and integrates mainstream multimedia formats, and enables our content developers to efficiently design and assemble multimedia content elements. In July 2007, we introduced to the Chinese market the first searchable practice question database that operates in DLDs. In January 2008, we became the first in China to offer graphic simulations for mathematic calculations in a hand-held device. Sales for our DLDs and KLDs are typically higher around the first and third calendar quarters, corresponding with the end and beginning of school semesters in China. Timing of new product introductions also impacts net revenues in a particular quarter.

We have grown rapidly since we began focusing on educational content development in 2004. Our net revenue grew from RMB 555.2 million in the fiscal year ended June 30, 2007 to RMB 671.1 million (US$ 98.3 million) in the fiscal year ended June 30, 2009, and our net income was RMB 66.4 million, RMB 144.2 million and RMB 97.0 million (US$ 14.2 million) in the fiscal years ended June 30, 2007, 2008 and 2009, respectively.

Our ELPs

Our Content and Services

As of June 30, 2009, we had developed approximately 47,500 multimedia courseware titles. All of our courseware titles are presented in multimedia and interactive form, combining texts, graphics, audios, visuals and animations. The multimedia and interactive content provides an engaging and animated learning environment which we believe encourages students’ independent studies and enhances the students’ learning experience.

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The following is a summary of the types of content and services we offer:

• Basic English Language Training Courseware Titles. As of June 30, 2009, we had developed over 340 series of English language learning courseware, each based on a different series of textbooks. These titles constitute approximately half of our basic courseware titles. Of these, the titles developed for primary and secondary students are organized by semester and correspond to the English language curriculum typically taught in primary and secondary schools. The titles developed for college students and professionals are designed as preparation courses for standardized English aptitude tests. Test scores are used as measurements for English proficiency in a variety of situations where English proficiency is considered a prerequisite, including college graduation, entrance to master’s degree programs, employment opportunities or job promotions. For the year 2009, approximately 48% of our downloadable courseware titles were English language courseware titles.

• Mathematics Courseware Titles. We have been increasingly focused on the development of mathematic courseware titles in recent years as schools in China have historically placed strong emphasis on mathematics education. In addition to the courseware titles related to the regular mathematics curriculum, we have also developed DLDs focusing on advanced level practice questions and solutions for the International Mathematics Olympics to meet the demand of those students who want to be more competitive in their mathematics skills.

• Chinese-As-A-Foreign Language Courseware. We have witnessed an increasing number of non-native Chinese speakers in China and around the world who are interested in learning Chinese as a foreign language. We plan to leverage our expertise in language training courseware development and offer Chinese language study courseware to capture growth opportunities in this area.

• Other Basic Education Courseware Titles. Our other basic courseware titles cover standard subjects, other than English, that are typically taught in primary and secondary schools in China. These include Chinese, physics, chemistry, biology, geography, political science and history. These titles are organized by semester and by subject. Under each subject, there may be several versions to reflect differences in curriculum adopted by school systems in different cities and provinces.

• Practice Question Database. In July 2007, we brought to market what we believe to be the first searchable practice question database on DLDs, with approximately 300,000 practice questions. These questions initially focus on the subjects of mathematics, physics and chemistry. Each practice question contains 24 searchable fields and links to solutions and related questions and courseware titles. Our latest products, the NP1500 and NP2150 DLDs, cover nine academic subjects, include over 600,000 searchable test questions in mathematics, physics and chemistry in practice question databases, and host 5,000 sample compositions and nearly 24,000 e-books. They also feature innovative functions, including our newly developed graphic calculator technology, Pocket English and Riverdeep Fun Mathematics.

• Dictionaries. We have licensed and compiled over 250 dictionaries, including 26 dictionaries related to the English language, eight dictionaries related to Japanese language, ten dictionaries related to other foreign languages and over 200 professional dictionaries on subjects including medicine, law and engineering. Portions of these dictionaries are presented with colorful interactive animations, dialogues and explanatory graphics.

• Online Tutoring Sessions. Our users can log-on to our website and post questions regarding their homework. We ensure that a teacher from our Teachers’ Alliance is available to answer the posted questions and, historically, a majority of the questions posted have been answered. Other students can participate in the exchange and post their answers as well.

Our content development is under the guidance of our Teachers’ Alliance, including approximately 250 teachers throughout China who are experts in their fields and 17 experts in education and multimedia content. Historically, we had short-term contractual arrangements with the teachers and experts, typically on a year-to-year basis. In the fiscal year ended June 30, 2009, we ended our practice of renewing the short-term contractual arrangements. We now enter into contracts with teachers when they participate in the creation of our courseware and share with us their lesson plans.

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Our content is created by approximately 101 full-time developers based in Shenzhen and Beijing and approximately 111 part-time developers. Our developers are divided into the following teams, each of which is responsible for their respective part of the development process:

• Planning. Our planning team is responsible for the planning and coordination of the courseware curricula with the assistance of our Teachers’ Alliance. Once the planning for the entire courseware is completed, the task of designing the teaching plan for each courseware title is assigned to individual teachers from our Teachers’ Alliance.

• Compiling. The writers on our compiling team write the script for the multimedia presentations based on the completed teaching plan. Our artists and production crew, led by our directors, create the sound effect, artwork, animation, video and other multimedia elements required in the script.

• Programming. The programming team assembles the multimedia elements into a completed courseware title according to the production script, using a simple programming language supported by our proprietary NP-iTECH software.

We develop courseware titles based on standard textbooks and other print-based content that we license from leading domestic and international education content publishers, including The Commercial Press, Foreign Language Teaching and Research Press, Beijing Language and Culture University Press, Shanghai Translation Publishing House, Shanghai Century Foreign Language Education Publishing House, Yilin Press, Shanghai Jiao Tong University Press, Shanghai Foreign Language Education Press, Jinan Xinghuo Memory Research Institute and Sanseido Co., Ltd. These licenses allow us to increase the volume and quality of our content offerings within a shorter development time frame.

Our Content Delivery Platforms

Currently, our courseware titles are primarily delivered using the DLD platform. Our DLDs are portable, battery-powered, hand-held devices. Our content is either embedded in the DLDs or downloaded subsequently to our DLDs from our website, retail stores or special download centers. Built on our proprietary software platform, NP-iTECH, our DLDs support and integrate advanced audio and video formats and Flash animation technologies. Our scalable NP-iTECH technology also allows our DLDs to interface with the web. In addition to the ability to play multimedia-intensive content, we have incorporated in some of our DLDs text-to-speech, handwriting recognition and personal information management functions.

Our DLDs are divided into the black-and-white series and the color series. We believe we were among the first on the market to introduce DLDs with color screens. All of our DLDs feature high resolution and high contrast picture quality.

We designed our DLDs to be compatible with the lifestyle of students. They can be used by students anywhere, whether in or outside the classroom. They are also more affordable compared to personal computers. In addition to upgrading our DLDs to incorporate our improved technologies, we also constantly introduce new DLD models to stay abreast of the latest design trends popular among our student users. We also use cartoon figures and other features to create a more user-friendly interface. In January 2008, we introduced a stand-alone graphic calculator as a convenient tool for studying mathematics. In addition to the classic courseware titles, the graphic calculator has four more functional modules including mathematics palette, algebraic calculation, functions programming and geometric dictionary.

We sold our first DLD in March 2005. In June 2006 we established our education website, www.noahedu.com, through which our users can download learning materials to their DLDs. Users can also register on our website to access features such as online communities, chat rooms and bulletin boards. Our online network is designed to handle connectivity at a rate of 500 Mbps, enabling our users to download content and access our online services without undue delay. We believe this website will serve as our launch pad for further diversification of our content delivery platforms, such as through a web-based virtual DLD. We have developed over 25 different DLD models and sold approximately 2.0 million DLD units as of June 30, 2009.

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In August 2008, we introduced KLDs to the market. The KLDs were developed to address and deepen penetration into the five-to-nine year old target market, with age-appropriate and user-friendly content and interfaces. As of June 30, 2009, we have sold over 376,000 KLD units.

As with our DLDs and KLDs, our dictionaries are embedded in or downloaded to our E-dictionaries. So far, we have developed over 23 models of E-dictionaries and have sold over 3.0 million units of E-dictionaries.

Our Children’s Training Services

We began offering after-school tutoring programs to targeted primary and secondary school students in July 2007 from two “Noah” branded tutoring centers located in Chengdu. Our initial courses covered subjects such as Chinese, mathematics, English, physics and chemistry, which were taught by approximately instructors who were teachers from the top schools in Chengdu. In the fiscal years ended June 30, 2008, we conducted our after-school tutoring services from seven Noah Schools located in Chengdu and Beijing. In July 2008, we opened a tutoring center in Chongqing. In August 2008, we entered into an agreement with Beijing Haidian Jierui Training School, or Jierui School, pursuant to which we transferred our equity interest in Beijing Haidian New Noah School and Beijng Xicheng New Noah School to Jierui School. To complete the transfer, we are in the process of changing the sponsor of Beijing Haidian New Noah School and Beijng Xicheng New Noah School from us to Jierui School. As of the date of this report, the transfer has not been completed. To improve the profitability of our after-school tutoring service, we discontinued the operations of four unprofitable tutoring centers in July 2009 and are deregistering these centers. As of the date of this annual report, we operate two tutoring centers in Chengdu and Chongqing. We plan to combine our after-school tutoring services with our newly-acquired children’s English language training services to develop a broad children’s training business.

In July 2009, we acquired 100% of the equity interest in the Little New Star Education Group, a leading provider of English training services for children in China, founded in 1992 and based in Changsha, Hunan Province. As of the date of this annual report, we operate a nationwide training network of the Little New Star Education Group, which consists of ten directly-owned training centers in Changsha, Datong and Xiangtan and over 600 franchised training centers across China and provides English training to children. In 2008, the Little New Star Education Group has approximately 819,600 student enrollments, including approximately 19,600 student enrollments in directly-owned training centers and approximately 800,000 student enrollments in franchised training centers. The professional teaching team in directly-owned training centers consisted of approximately 40 teachers. We plan to use our nationwide distribution channels and sales and marketing expertise in China to expand the English training services for children.

Research and Development

Our research and development efforts are led by our senior management, six of whom hold engineering or related degrees. Our research and development team, located in our Shenzhen, Beijing and Chengdu research centers, consisted of approximately 183 engineers as of June 30, 2009. As of the date of this annual report, we hold 22 domestic patents and have 17 domestic and two international pending patent applications relating to the core aspects of our NP-iTECH and other technologies.

Our NP-iTECH platform enables us to present multimedia-intensive content and enhances our content development capability. Our multimedia content is played on our NEPlayer, a media player built on the NP-iTECH platform that supports and integrates mainstream multimedia formats such as MIDI, WAV, MP3, Flash and MPEG4. Our NP-iTECH software was designed with the objective of supporting multimedia education content development and display. After receiving basic training in our user-friendly NP-iTECH programming language, our content developers can program and assemble into complete courseware titles complex multimedia elements and interactive learning modules such as a test grading mechanism. We believe this allows us to develop complex multimedia content at a faster speed than our competitors.

Built as an open architecture, our NP-iTECH platform is highly scalable. In addition to the operating system embedded in our DLDs, it is compatible with the LINUX and WinCE operating systems, as well as various applications built for the LINUX or the WinCE environment. Our NP-iTECH technologies are also compatible with the cellular phone environment.

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Our research and development efforts have yielded remarkable results in recent years, notably the following:

• In May 2006, we brought to market what we believe to be the first color DLDs. The open architecture allowed our color DLDs to be built on an interchangeable platform with our black-and-white DLDs. It also allows easy integration with web-based and wireless-based technologies and future add-ons.

• In July 2007, we introduced to the market what we believe to be the first searchable practice question database on DLDs. Our searchable practice question database is built on our proprietary and innovative vertical search technology. Our vertical search technology allows faster and more precise searches in the handheld environment through extensive indexing of the information in the database and high integration with the operating system.

• In January 2008, we incorporated graphic calculators into our DLDs. We believe we are the first in China to have developed the technology for incorporation into hand-held devices. The calculator is capable of drawing graphs for functions, geometry and other types of mathematics problems, as well as presenting the effects graphically of input variations. Furthermore, it allows students to manipulate algebra equations and program certain scientific calculations.

• In August 2008, we incorporated Simulated Laboratory of Physics and Chemistry, or SLPC, into our DLDs. It is designed and developed for high school students to learn physics and chemistry. Students can use SLPC to simulate experiments and design new experiments based on their study needs and progress. It is a user-friendly and interactive in-classroom study platform and is also an exploratory tool for students to test new ideas. It puts a lab into students’ handheld devices and is called “pocket laboratory.”

• In June 2009, we brought our new generation of KLD, NE260 and NE280 to the market with Vertical Search Technology. Vertical Search Technology is a search engine designed for a specific field. It integrates information in certain fields from webpage database, extract data based on certain pieces of a phrase, then process the data and revert the information back to users. The search results are more relevant, accurate and in-depth than those from a general search engine. We believe Vertical Search Technology is one of the best search engines in hand-held digital learning devices. It can search across books, problem sets, encyclopedia, subjects and other resources.

Our competitive advantage in technology was key to our past success. We believe continuous advances in technology are key to the creation of new and improved content and the diversification of multiple distribution platforms, and are vital to retaining our competitive position. We intend to continue to focus a significant amount of our resources on our research and development effort. Currently, our research and development effort is focused on the following key areas:

• Learning with fun: It aims to enable users to learn through entertainment. It increases users’ study interest and motivation through scenario simulation, games and interactive practice problem sets. Users can learn by online or off-line games, using hand-held devices or internet. It provides users with a happy, easy and fun learning environment.

• E-book: This technology will digitalize paper books, and hold thousands of books in a hand-held device. Users can zoom in and out, click on pictures, text, titles and other elements to read, talk, make notes and search.

• Semanteme-based processing: Semanteme-based processing can be the foundation of knowledge database. It stores the information in a network structure. When applied in teaching and learning and combined with database technology, semanteme-based processing technology can help the users to search and learn through induction, and measure their progress over time.

• Inter-connectivity: With the advance of wireless technology, such as WIFI, GRPS, SG, it is believed that hand-held learning devices will be connected to Internet wirelessly in the near future. In the next year or so, Noah will develop more learning devices and contents for Internet users, wirelessly or through LAN. Our Internet portal will become a center for our customers, providing learning subject search, book search, homework tutoring, study groups or communities, content updates and upgrades, student performance tracking and other services.

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Our research and development expenses were RMB 43.5 million, RMB 52.7 million and RMB 56.3 million (US$ 8.2 million) for the fiscal years ended June 30, 2007, 2008 and 2009, respectively.

Our Sales Network

We deliver our education content, products and services through an extensive physical network of 10,000 points of sales and 2,000 download centers covering all provinces in China, except Tibet and Xinjiang, as of June 30, 2009. These points of sales and download centers consist of bookstores, Noah-branded stores, electronics chain stores, department stores and mall-based kiosks. We also have an online network of approximately 700,000 registered users as of June 30, 2009. Through our online network, we facilitate the downloading of our content and updates, offer a portion of our content for sale and provide other value-added services. In addition to China, we also distribute our content and products to Hong Kong, South Korea, Malaysia and Turkey.

We do not directly sell our products to our target consumers. We sell our products through third-party distributors in China, who in turn resell our products to sub-distributors. We have exclusive distribution arrangements with 30 provincial distributors across 26 provinces in China. In Guangzhou, Beijing, Shanghai, Sichuan Province and Heilongjiang Province where we have established branches, we have exclusive distribution arrangements with regional distributors within those provinces. Each of our provincial or regional distributors in turn may distribute our products within its designated region.

We select our distributors based on their reputation, market coverage, sales experience and the size of their marketing force. We typically enter into annual distribution contracts with our regional distributors. These distribution contracts specify target quantities, product prices and guidelines for the sale and distribution of our products, including restrictions on the territories in which the products may be sold. In accordance with industry practice, we usually require our distributors to pay us before we deliver our products to them.

Our nationwide sales network is supported by a team of approximately 400 sales personnel and 300 service centers. Our sales personnel are responsible for selecting the provincial level whole-sale vendors and supporting the sales effort by these vendors and their retailers. In addition, our sales team is responsible for ensuring that each one of our points of sale strictly adhere to our Noah-branded appearance and services, including our requirements on the use of our trademarks, our color schemes, commercial and product placements, content of brochures and advertisements and manner of servicing our customers and users.

Marketing and Brand Promotion

We have a large user base, having sold approximately 2.0 million DLDs as of June 30, 2009 since we launched our first DLD in March 2005. These users become our repeat customers and generate for us word-of-mouth referrals. As we expand our physical points of sales and download centers and our user base on our online network and mobile phone platform, we expect to increase our sales and our brand awareness.

We also employ a variety of marketing and brand promotion methods to enhance our brand recognition and attract users, including the following:

Advertisements. We have advertising arrangements with many Chinese national and local consumer media outlets, including television stations, newspapers (including school newspapers), campus billboards and leading Internet portals. We have advertising arrangements with over 40 television channels to promote our Noah brand. We also have advertising arrangements with 27 Chinese national newspapers of magazines and 28 leading Internet portals to promote the Little New Star brand across China.

Seminars and Workshops. We frequently organize seminars and workshops for teachers to familiarize them with the content and the products we offer and to illustrate how our content and products can assist students with their learning. We also conduct extensive free information sessions to introduce our programs and products to potential users.

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Fan Club, Online Chat Room and Social Activities. We have created the online Noah Fan Club Magazine with animations, songs and articles on topics of interest to our users. Our users can also exchange their views on study and school life, as well as our content and products, in our online chat room. We regularly host online and off-line art and writing competitions to encourage creative effort and to raise awareness of and loyalty to our brand.

Charitable Events. We have sponsored youth and education related charitable events and have donated to the school system in the poorer regions of Guizhou Province and regions affected by the 2008 earthquakes. We plan to continue to participate in these and other events to build our image as an education-oriented company and a good corporate citizen.

Access Noah. In March 2006, we were chosen as the only interactive education content provider to partner with the National Centre for Education Technology in the Ministry of Education’s effort to experiment with digitally aided learning. As of June 30, 2009, hundreds of schools were signed up for the “Access Noah” program, covering millions of students in 28 provinces. Under the plan, we established 50 experimental Access Noah classes in five provinces across China, and results from all the experimental classes have shown an increase in student tests scores on many academic subjects. The introduction of our DLDs and content in these classrooms help us illustrate directly to teachers and students the integration of our content with the in-classroom teaching. It also allows us to receive valuable feedback from teachers and students. Our Noah brand also gets amplified in the process. In January 2010, we will complete the program and report the experimental results to the National Center for Education Technology.

Raw Material Supplies and Manufacturing Arrangements

We outsource the manufacturing of our DLDs, KLDs and E-dictionaries to original equipment manufacturers, or OEMs. We have developed collaborative relations with various OEMs, including Shenzhen Shanghua Electronic Co., Ltd., Shenzhen Jianwei Electronic Co., Ltd, Shenzhen Qianjing Electronic Co., Ltd., and Shenzhen Jianhe New Technology Co., Ltd. We believe we do not depend on any one OEM since we have maintained relations with a few OEM manufacturing sources.

We provide our OEMs with the main raw materials required in the manufacturing process of our products, including IC chips, LCD screens, printed circuit boards and plastics materials. In order not to disrupt our operations, we consciously adhere to a raw material procurement policy that requires us to use only vendors who are reliable and who have quality materials and maintain multiple supply sources for each of our key raw materials. We evaluate the quality and delivery record of each vendor on a periodic basis and adjust the quantity purchased from the vendor accordingly.

The principal suppliers for our key raw materials in 2008 were Shenzhen Beitai Display Technology Co. Ltd., Shenzhen Shenlian Circuit Electronic Co. Ltd., Shenzhen Lingda Electronic Technology Co. Ltd. and Hengxin Yongyao Plastic & Hardware Co. Ltd. Our key raw materials suppliers in 2009 included Dongguan Huihong Plastic Modeling Co. Ltd., Shenzhen Shenlian Circuit Electronic Co. Ltd., Shenzhen Lingda Electronic Technology Co. Ltd. and Shenzhen Maoshuo Electronic Co. Ltd. We believe we do not depend on any one vendor since we have maintained multiple supply sources for each of our key raw materials.

Customer Support and Service

We offer toll-free telephone support for our users and potential customers from a call center staffed with four personnel. We also offer our vendors technical support and maintenance for our applications and hardware from our workshops or on-site at our vendors’ places of business. Our products are typically sold with a one-year warranty for product defects.

Competition

The interactive education content market in China is rapidly evolving and very competitive. Some of our competitors who were present when we entered the market in 2004 no longer operate in this field and others have lost their dominant positions. As defined by CCID Consulting, ELP refers to the handheld electronic learning products, including E-dictionary and digital learning machines. According to CCID Consulting, as of June 30, 2009, the top five companies accounted for approximately 80% of the ELP market. Also according to CCID Consulting, in the first half of 2009, we were ranked No. 1 by sales revenue and by sales volume of digital learning devices and E-dictionaries, among interactive education content providers that distribute content through ELPs in China. Our main competitors in the DLD market include Guangdong Bubugao Electronic Industry Limited and Shanghai Ozing Digital Technology Limited. Our main competitor in the KLD market is Guangdong Bubugao Electronic Industry Limited. Our main competitors in the E-dictionaries market include Guangdong Bubugao Electronic Industry Limited and Global View Co., Ltd. We also compete indirectly with online education content providers, such as Beijing No. 4 Middle School Net and Hubei Province Huanggang Middle School Net, and providers of interactive education content through CD-ROMs such as Human Education & Technology Co., Ltd. and Guangdong Dongtian Culture Enterprise Co., Ltd. Our main competitors in children’s English training markets include Shanghai University ONLY Education Group, Global Kids English of Global Education & Technology Group, New Oriental Pop Kids English and Beijing Juren Education Group.

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Competition in the interactive education content industry is primarily based on brand recognition, quality and breadth of content and products and innovation. While many of our competitors may have more financial and other resources than we do, we believe that our well-known “Noah” brand, our extensive collection of approximately 47,500 courseware titles, and our content development capability give us a competitive advantage over our competitors.

Intellectual Property

Our “Noah” and “Little New Star” brands and other intellectual property rights contribute to our competitive advantage in the interactive education content industry in China. As of the date of this annual report, we had a total of 31 registered trademarks and 49 trademarks pending registration in China, including “Noah,” “NP-iTECH” and “Little New Star.” We have registered our primary domain name www.noahedu.com and 29 additional domain names, including four domain names registered under the Little New Star Education Group, such as www.littlestar.com.cn and www.jmlittlestar.com.cn. As of the date of this annual report, we held 22 domestic patents, 12 of them related to NP-iTECH technology, and we also had 19 pending patent applications, among which one domestic and one international pending patent applications were related to the core aspects of our NP-iTECH technology. We have also obtained copyright protections for our key proprietary software and teaching materials.

In order to develop and market new content and services, we are required to obtain licenses from third parties from time to time. For example, we currently have arrangements with domestic education content providers and publishers, such as The Commercial Press, Foreign Language Teaching and Research Press, Beijing Language and Culture University Press, Shanghai Translation Publishing House, Shanghai Century Foreign Language Education Publishing House, Yilin Press, Shanghai Jiao Tong University Press, Shanghai Foreign Language Education Press, Jinan Xinghuo Memory Research Institute and Sanseido Co., Ltd. or their respective authorized local publishers, to develop and distribute localized versions of books or E-dictionaries in China. There can be no assurance that we will be able to continue to obtain licenses on commercially reasonable terms or at all or that rights granted under any licenses will be valid and enforceable.

To protect our brands and our intellectual property, we rely on a combination of trademark, trade secret and copyright laws in China and impose procedural and contractual confidentiality and invention assignment obligations on our employees, contractors and others. While we cannot assure you that our efforts will deter others from misappropriating our intellectual property rights, we will continue to protect our intellectual property rights in order to maintain our competitive position.

Regulation

Internet-Related Regulations

Through Noah Zhi Yuan, we operate Internet websites in China as part of our business. Under applicable PRC laws and regulations, the operation of Internet websites could be regarded as engaging in an Internet value-added telecommunication business, which is subject to restrictions on foreign ownership. Under the PRC Catalog for the Guidance of Foreign Investment Industries promulgated by the Ministry of Commerce, Noah Education Holdings Ltd., as a foreign enterprise, are restricted from providing Internet information service involving education and publication. Under the PRC Provisions on the Administration of Telecommunications Enterprises with Foreign Investment promulgated by the State Council, the maximum foreign ownership in a telecommunication enterprise that is engaged in the value-added telecommunication must not be more than 50%. Under the PRC Measures on the Administration of Internet Information Service promulgated by the State Council, businesses require pre-approval for providing Internet information services involving press, publication and education, among other things. This pre-approval must be obtained from the relevant competent authority before a business may apply for the value-added telecommunications business operation license referred to below.

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In addition, Noah Zhi Yuan may be regarded to be engaging in Internet education information services that are subject to the supervision and administrative control of several PRC government authorities, such as the Ministry of Industry and Information Technology, the Ministry of Education, the Ministry of Culture, the General Administration of Press and Publication.

Set forth below are the licenses relevant to our business:

• Noah Zhi Yuan is required to obtain and has obtained approvals from competent education administrative authorities under the PRC Interim Provisions on the Administration of Education Website and Online School, for offering certain education content online.

• Noah Zhi Yuan is required to obtain and has obtained a value-added telecommunications business license issued by the Ministry of Industry and Information Technology in accordance with the PRC Telecommunication Rules. This license is valid from May 15, 2009 to May 15, 2014.

• Certain aspects of our online service offerings may be construed as an Internet electronic bulletin board service, which require a license from the Department of Information Industry of Guangdong Province under the PRC Provisions on the Administration of Internet Electronic Bulletin Board Services. Noah Zhi Yuan’s application for this license was rejected by Department of Information Industry of Guangdong Province.

• Noah Zhi Yuan is required to obtain and has obtained an Internet culture license from the Ministry of Culture in accordance with the PRC Interim Provisions on the Administration of Internet Culture. This license is valid from January 2009 to January 2012.

• Under the PRC Provisional Regulation on Administration of Internet Publication, Noah Zhi Yuan is required to obtain the approval from the General Administration of Press and Publication for any Internet publication activities. Noah Zhi Yuan’s application for this license was rejected in September 2008. Noah Zhi Yuan will re-submit the application for this license with supplemental materials.

Regulations on Private Schools

The PRC Law for Promoting Private Education and its implementation rules regulate the establishment and administration of private schools, defined as schools established by social organizations or individuals with non-government funds. Private schools providing programs leading to certifications, pre-school education, tutoring programs and other academic courses must be approved by the education authorities, and private schools providing vocational training must be approved by authorities in charge of labor and social welfare. A duly approved private school will be granted a permit for operating a private school, and must be registered with the Ministry of Civil Affairs or its local counterparts as a privately run non-enterprise institution. We are currently in the process of applying for all applicable permits and registrations for our after-school tutoring programs.

The PRC Regulations on Operating Chinese-foreign Schools and its implementation rules govern Chinese-foreign cooperation in operating schools or training programs. These regulations and rules encourage substantive cooperation between overseas educational organizations with relevant qualifications and experience in providing high-quality education and Chinese educational organizations to jointly operate various types of schools in the PRC, particularly in the areas of higher education and vocational training. Chinese-foreign cooperative schools are not permitted, however, to engage in compulsory education and military, police, political and other kinds of education that are of a special nature in the PRC. Permits for Chinese-foreign Cooperation in Operating Schools must be obtained from the relevant education authorities or the authorities that regulate labor and social welfare in the PRC. We currently operate tutoring centers through a PRC domestic subsidiary, Shenzhen New Noah Education Investment Development Co., Ltd., that we wholly own through another 100% subsidiary that is a wholly foreign owned enterprise, Noah Education Technology (Shenzhen) Co., Ltd. We also operate English training centers through a wholly foreign owned enterprise, Cartoon Digital, that we wholly own through another 100% subsidiary incorporated in Hong Kong, Global Ring Limited. Based on the results of oral inquiries with the relevant education authorities and advice from our PRC legal counsel, we believe that our tutoring centers and English training centers are not Chinese-foreign cooperative schools that fall within the ambit of these regulations because they are operated by a PRC-registered domestic entity. However, we cannot assure you that other PRC education authorities may interpret the regulations otherwise, in which event, we may have to cease the operations of our tutoring centers and English training centers until we obtain the necessary permits. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — If the PRC authorities determine that we do not have the requisite licenses or permits to operate tutoring centers, we may have to cease the operations of tutoring centers and English training centers and suffer a setback to our growth strategy.”

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Regulations on Commercial Franchise Operations

The Administrative Measures on Foreign Investment in Commercial Sector became effective on June 1, 2004. According to this regulation, a foreign-invested commercial enterprise must fulfill the following requirements: (i) compliance with the minimum registered capital requirement for a PRC company under the PRC Company Law, (ii) compliance with the registered capital and total investment of foreign-invested enterprise requirements under other PRC law and regulations; and (iii) the term of operation generally not exceeding 30 years in the case of a foreign-invested commercial enterprise established anywhere in China other than in central and western China or 40 years in the case of a foreign-invested commercial enterprise established in central and western China. A foreign-invested commercial enterprise intending to open stores must fulfill the following requirements: (i) if the foreign-invested commercial enterprise is new and files an application for its own establishment concurrently with its filing of an application for opening a store, the filer must comply with relevant regulations regarding city development and urban commercial development; and (ii) if the foreign-invested commercial enterprise is already established and files for the opening of a store, the filer must have completed the joint annual examination for a foreign-invested enterprises and must have fully paid up its registered capital. In addition, a foreign-invested commercial enterprise may franchise third parties to open stores, subject to governmental approval.

Cartoon Digital has been engaging in franchise operations since 2003. After our acquisition of the Little New Star Education Group, Cartoon Digital became a foreign-invested commercial enterprise. To open a franchised training center, Cartoon Digital must either have completed the joint annual examination for a foreign-invested enterprise and must have fully paid up its registered capital or must have franchised a third party to open the store, subject to governmental approval.

The Regulations on the Administration of Commercial Franchises, or the Regulations, were adopted by the State Council on February 6, 2007 and became effective on May 1, 2007. The Administrative Measures on the Information Disclosure of Commercial Franchises (2007) and the Administrative Measures on the Record-Filing of Commercial Franchises (2007) formulated by the Ministry of Commerce in accordance with the Regulations also became effective on May 1, 2007. These regulations apply to enterprises engaging in commercial franchise operations in the PRC.

According to the Regulations, franchisors engaging in franchise operations (i) must have a mature business model and the ability to provide continuous operational guidance, technical support and business training, and (ii) must have at least two directly operated stores that have been in operation for more than one year. For enterprises engaging in the franchise operations before the promulgation of the Regulations, like Cartoon Digital, (ii) in the preceding sentence is not applicable.

According to the Regulations, within 15 days from execution of the first franchise contract, franchisors must file the contract with the Ministry of Commerce and its counterparts.

Cartoon Digital filed our franchise contracts with the Ministry of Commerce via the electronic registration system of the Ministry of Commerce on September 18, 2008.

Under the Regulations, a franchisor is required to provide to prospective franchisees, at least 30 days before the execution of any franchise agreement, a copy of the franchise agreement and a written document containing certain specified information relating to the franchise operation.

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Regulations on Foreign Currency Exchange

Under the Foreign Currency Administration Rules promulgated in 1996 and revised in 1997 and various regulations issued by State Administration of Foreign Exchange, or SAFE, and other relevant PRC government authorities, Renminbi is convertible into other currencies for the purpose of current account items, such as trade related receipts and payments, interest and dividend. The conversion of Renminbi into other currencies and remittance of the converted foreign currency outside China for the purpose of capital account items, such as direct equity investments, loans and repatriation of investment, requires the prior approval from SAFE or its local office. Payments for transactions that take place within China must be made in Renminbi. Unless otherwise approved, PRC companies must repatriate foreign currency payments received from abroad. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks subject to a cap set by SAFE or its local office. Unless otherwise approved, domestic enterprises must convert all of their foreign currency proceeds into Renminbi.

On October 21, 2005, SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-raising and Reverse Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, which became effective as of November 1, 2005. According to the notice, a special purpose company, or SPV, refers to an offshore company established or indirectly controlled by PRC residents for the special purpose of carrying out financing of their assets or equity interest in PRC domestic enterprises. Prior to establishing or assuming control of an SPV, each PRC resident, whether a natural or legal person, must complete the foreign exchange registration procedures for overseas investment with the relevant local SAFE branch. The notice applies retroactively. As a result, PRC residents who have established or acquired control of these SPVs that previously made onshore investments in China were required to complete the relevant overseas investment foreign exchange registration procedures by March 31, 2006. These PRC residents must also amend the registration with the relevant SAFE branch in the following circumstances: (1) the PRC residents have completed the injection of equity investment or assets of a domestic company into the SPV; (2) the overseas funding of the SPV has been completed; (3) there is a material change in the capital of the SPV. Under the rules, failure to comply with the foreign exchange registration procedures may result in restrictions being imposed on the foreign exchange activities of the violator, including restrictions on the payment of dividends and other distributions to its offshore parent company, and may also subject the violators to penalties under the PRC foreign exchange administration regulations.

On December 25, 2006, the People’s Bank of China promulgated the “Measures for the Administration of Individual Foreign Exchange,” and on January 5, 2007, the SAFE further promulgated the implementation rules on those measures. Both became effective on February 1, 2007. According to the implementation rules, PRC citizens who are granted shares or share options by a company listed on an overseas stock market according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas listed company or any other qualified PRC agent, to register with the SAFE and to complete certain other procedures related to the share option or other share incentive plan. Foreign exchange income received from the sale of shares or dividends distributed by the overseas listed company may be remitted into a foreign currency account of such PRC citizen or be exchanged into Renminbi. Our PRC citizen employees who have been granted share options are subject to the Individual Foreign Exchange Rules.

Regulations on Dividend Distribution

The principal regulations governing dividend distributions by wholly foreign owned enterprises and Sino-foreign equity joint ventures include:

• The Wholly Foreign Owned Enterprise Law (1986), as amended;

• The Wholly Foreign Owned Enterprise Law Implementing Rules (1990), as amended;

• the Sino-foreign Equity Joint Venture Enterprise Law (1979), as amended; and

• the Sino-foreign Equity Joint Venture Enterprise Law Implementing Rules (1983), as amended.

Under these regulations, wholly foreign owned enterprises and Sino-foreign equity joint ventures in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. Additionally, these foreign-invested enterprises are required to set aside a certain amount of their accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends except in the event of liquidation and cannot be used for working capital purposes.

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Regulation on Overseas Listing

On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, SAIC, CSRC, and SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which became effective on September 8, 2006. The new regulations require, among other things, that offshore SPVs, formed for overseas listing purposes through acquisitions of PRC domestic companies controlled by PRC companies or individuals, obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, CSRC published a notice on its official website specifying documents and materials required to be submitted to it by SPVs seeking CSRC approval of their overseas listings.

While the application of the new regulations remains unclear, we believe, based on the advice of our PRC counsel, that CSRC approval is not required in the context of our initial public offering in October 2007 based on their interpretation of the new regulations and other existing regulations. See “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — The approval of the China Securities Regulatory Commission, or the CSRC, may have been required in connection with our initial public offering in October 2007 under a recently adopted PRC regulation. The regulation also establishes more complex procedures for acquisitions conducted by foreign investors which could make it more difficult to pursue growth through acquisitions.”

Regulations on Shareholder Loans

A shareholder loan made by foreign investors as shareholders to their subsidiaries in China, which accordingly are foreign-invested enterprises, or FIEs, is considered foreign debt, which is subject to a number of PRC laws and regulations, including the Foreign Exchange Control Regulation of 1997, the Interim Measures on Foreign Debt of 2003, the Statistical Monitoring of Foreign Debts Tentative Provisions of 1987 and its Implementing Rules of 1998, the Administration of the Settlement, Sale and Payment of Foreign Exchange Provision of 1996. Under the provisions, these FIEs must register with the local branches of SAFE within 15 days from the date on which the loan agreements for the foreign debt are executed. Under these regulations, in connection with foreign debt registration, it is required that the registered capital of the related foreign investment entity is fully paid up in accordance with the investment contract or its articles of association. In addition, the total amount of the accumulated foreign debt borrowed by an FIE is not allowed to exceed the difference between the total investment and the registered capital of the FIE. Total investment of an FIE is the total amount of capital that can be used for the operation of the FIE, as approved by the Ministry of Commerce or its local counterpart. Registered capital of an FIE is the total amount of capital contributions made to the FIE by its foreign holding company or owners, as approved by the Ministry of Commerce or its local counterpart and registered at the State Administration for Industry and Commerce or its local counterpart.

Regulations on Copyright

Under the PRC Copyright Law, the Regulation on the Implementation of the PRC Copyright Law, and the PRC Measures for the Administrative Protection of Internet Copyright, promulgated by the National Copyright Administration jointly with the Ministry of Information Industry in 2005, copyright is protected for 50 years from the date of first publication of the work. A non-copyright holder may use another author’s work in accordance with licensing agreements agreed with the copyright holder.

Regulations on Patents

Registration and application of patents relating to inventions, utility models and designs may be made at the Administrative Department of Patent under the State Council (State Intellectual Property Office) in accordance with the PRC Patent Law and its implementation rules. The duration of a patent for inventions is 20 years and the duration of a patent for utility models and designs is ten years, each from the date of filing. Any contract on licensing the use of a patent concluded between the patent holder and the user must be submitted to the State Intellectual Property Office for filing within three months of the date the contract became effective.

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Regulations on Trademarks

The PRC Trademark Law and its implementation regulations provide protection to holders of registered trademarks and trade names. The Trademark Office under the authority of the SAIC handles trademark registrations, which have ten year terms. Trademark license agreements must be filed with the Trademark Office or its regional offices.

C. Organizational Structure

We conduct our business operations in China through our contractual arrangements with an affiliated entity and its shareholders, as well as through certain of our subsidiaries in China. The affiliated entity, on which we rely to carry out certain of our operations in China is Shenzhen Zhi Yuan Noah Internet Co., Ltd., or Noah Zhi Yuan.

Our subsidiaries, as of the date of this annual report are:

• Global Ring Limited, or Global Ring;

• Well Profit Creation Limited;

• Bright Sound Limited;

• Win Bright Creation Limited;

• Noah Education Development (Chengdu) Co., Ltd.;

• Changsha Little Star Cartoon Digital Technology Ltd., or Cartoon Digital;

• Changsha High-Tech Industrial Development Zone Xingya Electronic Technology Co., Ltd.;

• Changsha Little New Star Stationery Development Co., Ltd.;

• Shanxi Datong Little New Star Foreign Languages School;

• Changsha Tianxin District Little New Star School;

• Changsha Tianxin District New Star English Training School;

• Xiangtan Yuetang District Little New Star English School;

• Innovative Noah Electronic (Shenzhen) Co., Ltd., or Innovative Noah;

• New Noah Technology (Shenzhen) Co., Ltd., or New Noah;

• Noah Education Technology (Shenzhen) Co., Ltd., or Noah Education;

• Bright Sound Electronic Technology (Shenzhen) Co., Ltd., or Bright Sound;

• Shenzhen New Noah Education Investment Development Co., Ltd.;

• Beijing Haidian New Noah School;

• Chengdu New Noah School, or Chengdu Noah;

• Chongqing New Noah School;

• Beijing Noah Zhi Yuan Education Consulting Co. Ltd.;

• Beijing Xicheng New Noah School;

• Chengdu Innovative Noah Electronic Co., Ltd.;

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• Chengdu Shidai Noah Education Software Co. Ltd.;

• Chengdu Zhiyuan Noah Education Technology Co. Ltd.; and

• Chengdu Shidai Noah Information Technology Co. Ltd.

The following diagram illustrates our corporate structure as of the date of this annual report.

In August 2008, we entered into an agreement with Jierui School, pursuant to which we transferred our equity interest in Beijing Haidian New Noah School and Beijng Xicheng New Noah School to Jierui School. As of the date of this annual report, the transfer has not been completed.

PRC laws and regulations currently impose different levels of restrictions or prohibitions on investment of foreign and private capital in the Internet industry, including media content production and distribution. See “Item 4. Information on the Company — B. Business Overview — Regulation — Internet-Related Regulations.” Our subsidiaries in China, which are considered as foreign-invested entities, are limited in their abilities to engage in operations in the Internet industry. Accordingly, we conduct the Internet-related aspects of our business through the www.noahedu.com website through contractual arrangements with Noah Zhi Yuan, which is the vehicle that holds or has applied for the requisite licenses and permits. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — If the PRC government finds that the agreements that establish the structure for operating our online business do not comply with applicable PRC laws and regulations, we could be subject to severe penalties.” We depend on Noah Zhi Yuan to operate our online business. We have also entered into contractual arrangements with Noah Zhi Yuan and its shareholders, all PRC citizens, that enable us to:

• exercise effective control over Noah Zhi Yuan;

• receive a substantial portion of the economic benefits from Noah Zhi Yuan in consideration for the services provided by our subsidiary, Noah Education; and

• have an exclusive option to purchase all or part of the equity interests in Noah Zhi Yuan to the extent permitted by PRC law.

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We are expected to continue to depend on Noah Zhi Yuan to operate our online business unless and until we are permitted under PRC laws and regulations to directly own and operate Internet-related businesses without constraints.

In the opinion of our PRC legal counsel:

• the ownership structures of Noah Zhi Yuan and our subsidiaries in China comply in all material respects with all existing PRC laws and regulations;

• the contractual arrangements among our PRC subsidiaries, Noah Zhi Yuan and its shareholders governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect; and

• the business operations of our subsidiaries in China and Noah Zhi Yuan comply in all material respects with existing PRC laws and regulations.

We have been advised by our PRC legal counsel, however, that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above opinion of our PRC legal counsel. We have been further advised by our PRC counsel that if the PRC government finds that the agreements that establish the structure for operating our PRC Internet related businesses do not comply with PRC government restrictions on foreign investment in the Internet industry, we could be subject to severe penalties including being prohibited from continuing operation. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure.”

We currently operate tutoring centers through Shenzhen New Noah Education Investment Development Co., Ltd., a PRC domestic subsidiary that we wholly own through Noah Education. We also operate English training centers through a wholly foreign owned enterprise, Cartoon Digital, that we wholly own through another 100% subsidiary incorporated in Hong Kong, Global Ring Limited. Based on the results of oral inquiries with the relevant education authorities and advice from our PRC legal counsel, we believe that our tutoring centers and English training centers do not fall within the scope of PRC regulations governing Chinese-foreign cooperative schools because they are operated by a PRC-registered domestic entity. See “Item 4. Information on the Company — B. Business Overview — Regulation — Regulations on Private Schools” for a brief description of these regulations. However, we cannot assure you that other PRC education authorities may interpret the regulations otherwise, in which event, we may have to cease the operations of our tutoring centers until we obtain the necessary permits. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — If the PRC authorities determine that we do not have the requisite licenses or permits to operate tutoring centers, we may have to cease the operations of tutoring centers and English training centers and suffer a setback to our growth strategy.”

Contractual Arrangements with Noah Zhi Yuan and its Shareholders

Our relationships with Noah Zhi Yuan and its shareholders are governed by a series of contractual arrangements. Under PRC laws, each of Noah Zhi Yuan and Noah Education is an independent legal person and neither of them is exposed to liabilities incurred by the other party. Other than pursuant to the contractual arrangements between Noah Zhi Yuan and Noah Education, Noah Zhi Yuan does not transfer any other funds generated from its operations to Noah Education. In June 2007, we entered into agreements to document these contractual arrangements, which the parties acknowledged in writing that the agreements had been in place since August 2006, the date when Noah Zhi Yuan was established.

Agreements that Provide Effective Control over Our Affiliated Entity

Equity Pledge Agreement. Pursuant to the equity pledge agreement between Noah Education and the shareholders of Noah Zhi Yuan, namely Mr. Dong Xu and Mr. Benguo Tang, each shareholder pledged all of his equity interest in Noah Zhi Yuan to Noah Education to guarantee the performance of Noah Zhi Yuan’s obligations under the software development and maintenance agreement, the exclusive technology supporting and consulting service agreement and the content providing agreement. If Noah Zhi Yuan or either of its shareholders breaches its respective contractual obligations, Noah Education, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. The shareholders agreed not to transfer, sell, pledge, dispose of or otherwise create any new encumbrance on their equity interest in Noah Zhi Yuan without the prior written consent of Noah Education.

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Option Agreement. Under the option agreement between the shareholders of Noah Zhi Yuan and Noah Education, the shareholders of Noah Zhi Yuan irrevocably granted Noah Education or its designated person an exclusive option to purchase, to the extent permitted under PRC law, all or part of the equity interests in Noah Zhi Yuan within ten years upon the effectiveness of the option agreement. The price for such option is RMB 10,000. The exercise price for purchasing all of the share capital of Noah Zhi Yuan is RMB 1 million.

Loan Agreement. Pursuant to the loan agreement between Noah Education and the shareholders of Noah Zhi Yuan, Noah Education agreed to grant a loan of RMB 1 million at zero interest to the shareholders for their investment in the share capital of Noah Zhi Yuan. The shareholders agreed to repay the loan upon the receipt of the repayment notification of Noah Education at any time. The loan can be repaid only with the proceeds from sale of the shareholder’s equity interest in Noah Zhi Yuan to Noah Education.

Power of Attorney. Mr. Dong Xu and Mr. Benguo Tang, the controlling shareholders of Noah Zhi Yuan, have each executed a power of attorney to any person designated by Noah Education to authorize such person to vote as his attorney-in-fact on all of the matters of Noah Zhi Yuan requiring shareholder approval. The term of each of these powers of attorney is ten years from the date thereof.

Agreements that Transfer Economic Benefits to Us

Software Development and Maintenance Agreement. Pursuant to the software development and maintenance agreement between Noah Education and Noah Zhi Yuan, Noah Education has the exclusive and irrevocable right to develop software related to the website owned and operated by Noah Zhi Yuan (www.noahedu.com), and to provide subsequent software maintenance and management services to Noah Zhi Yuan. The software developed by Noah Education thereunder remains the property of Noah Education, but is exclusively licensed to Noah Zhi Yuan. Noah Zhi Yuan agrees to pay annual service fees of 40% of its total annual revenue to Noah Education. The term of this agreement is ten years from the date thereof.

Exclusive Technology Supporting and Consulting Service Agreement. Pursuant to the exclusive technology supporting and consulting service agreement between Noah Education and Noah Zhi Yuan, Noah Education has the exclusive and irrevocable right to provide to Noah Zhi Yuan technology supporting and consulting services related to the business operations of Noah Zhi Yuan. Any and all intellectual property created by Noah Education in connection with services provided to Noah Zhi Yuan under the agreement remains the property of Noah Education. Noah Zhi Yuan agrees to pay annual service fees of 40% of its total annual revenue to Noah Education. The term of this agreement is ten years from the date thereof.

Content Providing Agreement. Pursuant to the content providing agreement between Noah Education and Noah Zhi Yuan, Noah Education has the exclusive and irrevocable right to provide to Noah Zhi Yuan the content needed for the website owned and operated by Noah Zhi Yuan (www.noahedu.com). Any and all intellectual properties created by Noah Education in connection with services provided to Noah Zhi Yuan under the agreement remains the property of Noah Education. Noah Zhi Yuan agrees to pay annual service fees of 10% of its total annual revenue to Noah Education. The term of this agreement is ten years from the date thereof.

D. Property, Plant and Equipment

Our headquarters are located in Shenzhen, China, where we own approximately 1,500 square meters of office space. As of June 30, 2009, our offices in five cities in China, namely Shanghai, Beijing, Chengdu, Guangzhou and Harbin, occupied an aggregate of approximately 3,000 square meters of leased space.

On February 20, 2009, we entered into four real property purchase agreements with Chengdu Hi-tech Real Estate Co., Ltd., under which we agreed to purchase premises located at Chengdu Hi-tech Industrial Development Zone, comprising approximately 17,756.26 square meters for research use. The purchase price is RMB 98.3 million (US$ 14.4 million) and as of the date of this annual report, we paid a total of RMB 88.5 million (US$ 13.0 million). We will make an additional payment of RMB 9.8 million (US$1.4 million) when we obtain the real property ownership certificates of these premises. We will use our current cash or cash equivalents and anticipated cash flow from operations to make the payment.

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The Little New Star Education Group owns approximately 2,594 square meters of office space in Changsha City. As of June 30, 2009, the Little New Star Education Group leased an aggregate over 6,300 square meters of office space in Changsha, Datong and Xiangtan.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion and analysis may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of this annual report on Form 20-F.

A. Operating Results

Overview

We have grown rapidly since we began focusing on educational content development in 2004. Our net revenue grew from RMB 555.2 million in the fiscal year ended June 30, 2007 to RMB 671.1 million (US$ 98.3 million) in the fiscal year ended June 30, 2009, and our net income was RMB 66.4 million, RMB 144.2 million and RMB 97.0 million (US$ 14.2 million) in the fiscal years ended June 30, 2007, 2008 and 2009, respectively. In the same periods, our net income attributable to ordinary shareholders was RMB 46.1 million, RMB 143.8 million and RMB 97.0 million (US$ 14.2 million), respectively.

According to CCID Consulting, in the first half of 2009, we were ranked No. 1 by sales revenue and by sales volume of digital learning devices and E-dictionaries, among interactive education content providers that distribute content through ELPs in China. We kept our leading market position as of June 30, 2009.

Our business is driven by demand from our target users, school children between the ages of 5 and 19, who numbered over 267 million in China in 2008, according to the China Statistical Yearbook (2009). Our revenue and profitability are affected by changes in our product mix to meet this demand. We must continually develop and market innovative delivery platforms and offer a broad portfolio of quality content to differentiate our products from our competition. Branding is critical to boosting sales and we need to invest substantial efforts in sales and marketing.

Acquisition

In July 2009, we acquired 100% of the equity interest in the Little New Star Education Group, which was mainly comprised of Cartoon Digital and Leisen Education, through a series of transactions, including the acquisition of 100% equity interest in Cartoon Digital through acquiring its sole shareholder Global Ring and Noah Zhi Yuan’s acquisition of the 100% equity interest in Leisen Education. The total consideration of the acquisition of the Little New Star Education Group was RMB53.0 million (US$7.8 million) in cash and 2,647,743 ordinary shares of Noah Education Holdings Ltd.

Upon the acquisition, we were operating a network of ten directly-owned training centers in Changsha, Datong and Xiangtan and over 600 franchised training centers across China through which we market and sell self-developed teaching materials. The professional teaching team in directly-owned training centers consisted of approximately 40 teachers. We are in the process of integrating the Little New Star Education Group’s business operation into our current operation.

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Factors Affecting Our Results of Operations

Market Demand

In 1986, the PRC government began requiring each child to have at least nine years of compulsory formal education. Chinese culture’s emphasis on education and the PRC government’s one-child policy have generally resulted in Chinese families investing a substantial amount of their financial resources in their only child’s education. With increases in Chinese household disposable income, consumer products such as DLDs have become more affordable. First introduced in 2003, DLDs have become the main platform for interactive learning in the Chinese market. DLD sales in China grew at a compound annual growth rate, or CAGR, of 41.7% from 2004 to 2006, according to CCID Consulting, which projects sales in the DLD market in China to grow at a CAGR of 20.9% from 2006 to 2009. We believe the fast adoption of, and growing demand for, DLDs is due to the manner in which DLDs present traditional content in an engaging multimedia format and at a pace and order selected by each individual student, thereby creating a more tailored and more enjoyable teaching and learning experience.

Product Mix and Content Offering

We commenced business in 1999 focusing on the design, production and distribution of translation devices. We were incorporated in April 2004. Since then, we have developed over 23 models of E-dictionaries and have sold over 3.0 million units of E-dictionaries. In July 2004, we substantially completed our reorganization and began focusing on developing and delivering interactive education content. We sold our first DLD in March 2005 and have since developed over 25 different DLD models, and sold approximately 2.0 million DLD units as of June 30, 2009. Since fiscal 2005, we have derived most of our revenue from the sale of DLDs and E-dictionaries. In August 2008, we introduced KLD products to the market. The KLDs were developed to address and deepen penetration into the five-to-nine year old target market, with age-appropriate and user-friendly content and interfaces. As of June 30, 2009, we have sold over 376,000 KLD units. We expect the sales of KLD products will be the key growth driver in our business. As we continue our focus on developing multimedia education content and diversifying our delivery platforms, we expect sales from E-dictionaries to constitute a decreasing percentage of our revenue. We will continue to derive a majority of our revenues from the sales of DLDs.

In addition, as electronic products generally have relatively short life cycles during which the average selling prices may decrease over time, we must continually develop and introduce new products with enhanced features to meet market demand and alleviate the pricing pressure on products that are entering the mature phase of their life cycles. For example, we introduced our color series of DLDs in May 2006 to meet market demand for greater interactive and more sophisticated multimedia features, as the average selling prices of our black-and-white DLDs were falling because of rising consumers’ expectations. In January 2008, we launched a new generation of DLDs with graphic calculator to enhance the effectiveness of our products in assisting the learning of mathematics. In July 2009, we introduced DLDs with cell phone functions to the market.

Demand for and the price at which our products can retail also depend significantly on the variety, breadth and quality of our content offerings. As of June 30, 2009, we had developed a collection of more than 47,500 courseware titles, each of which corresponds to a chapter of a printed textbook or a topic covered by a textbook. We believe that the ability to provide our target consumers access to a vast library of content is key to generating more sales and at a higher price compared to the products of our competitors.

In July 2007, we began offering after-school tutoring programs. As of the date of this annual report, we have two after-school tutoring centers in Chengdu and Chongqing. In July 2009, we acquired 100% of the equity interest in the Little New Star Education Group, which provides English language training services to children through its ten directly-owned training centers and over 600 franchised training centers across China. We plan to combine our after-school tutoring services and children’s English language training services to develop a comprehensive children’s training business. Sales of DLDs, KLDs and E-dictionaries will continue to comprise a substantial majority of our revenues in the near future.

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Branding

Branding and corporate reputation have become critical to the success of our products in a highly competitive consumer market. For example, our growth is impacted by substantial investment in sales and marketing efforts. We spend a substantial amount on advertising our brands and products, which amounted to RMB 101.2 million, RMB 103.4 million and RMB 84.3 million (US$ 12.3 million) in the fiscal year ended June 30, 2007, 2008 and 2009, respectively, as we embarked on an aggressive promotional campaign that included airing commercials on China’s prime-time television. We expect our revenue to continue to be driven significantly by our spending on advertising, and accordingly expect to incur a substantial amount of sales and marketing expenses as we grow our business and develop, maintain and enhance our brand image and recognition.

Seasonality

Sales for our ELPs are typically higher around the first and third calendar quarters, corresponding with the end and beginning of school semesters in China. Timing of new product introductions also impacts net revenues in a particular quarter.

Economic Environment

As a result of the recent national and global economic downturn, overall consumer spending may decline. While we expect the sales of our ELPs to continue to grow, we are cautious about our sales in the near term.

Our Results of Operations

Net Revenue, Cost of Revenue and Gross Profit

The following table sets forth our net revenue, cost of revenue and gross profit for the periods indicated, and the amount and percentage change between periods.

	Year Ended June 30,
				2007 to					2008 to
				2008					2009
				Percentage					Percentage
	2007			Change		2008			change		2009
	(RMB)			%		(RMB)			%		(RMB)			(US$)
	(in thousands, except percentages)
Net revenue		555,225			17.4		651,935			2.9		671,146			98,261
Cost of revenue		(266,566	)		19.6		(318,788	)		2.4		(326,401	)		(47,788	)
Gross profit		288,659			15.4		333,147			3.5		344,745			50,473

The following table sets forth our net revenue, cost of revenue and gross profit, as a percentage of net revenue, for the periods indicated.

	Year Ended June 30,
	2007		2008		2009
	(%)		(%)		(%)
Net revenue		100.0		100.0		100.0
Cost of revenue		48.0		48.9		48.6
Gross profit		52.0		51.1		51.4

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The table below sets forth the revenue from the product groups in the periods indicated.

	Year Ended June 30,
	2007		2008		2009
	(RMB)		(RMB)		(RMB)		(US$)
	(in thousands)
Electronic learning products		548,164		644,957		664,746		97,324
Prepaid premium cards		5,544		1,252		175		26
Software		1,517		3,864		1,517		222
School		—		1,862		4,708		689
Total Revenue		555,225		651,935		671,146		98,261

The table below sets forth our net revenue from the sale of ELPs in the periods indicated.

	Year Ended June 30,
	2007		2008		2009
	(RMB)		(RMB)		(RMB)		(US$)
	(in thousands)
DLDs		414,729		515,314		380,139		55,655
KLDs		—		—		156,422		22,902
E-dictionaries		133,435		129,643		128,185		18,767

The table below sets forth the number of units of ELPs we sold in the periods indicated.

	Year Ended June 30,
	2007		2008		2009
DLDs		557,093		589,016		506,017
KLDs		—		—		376,324
E-dictionaries		775,659		630,241		720,119

Net Revenue. Our net revenue represents the invoiced value of our products sold, net of value added taxes, or VAT, sales returns and sales discounts. We are subject to VAT, which is levied on most of our products at a rate of 17% on the invoiced value of our products. Set forth below are the sales discounts and sales returns, in absolute amount and as a percentage of net revenue, for the periods indicated.

	Year Ended June 30,
	2007				2008				2009
	(RMB)		(%)		(RMB)		(%)		(RMB)		(%)
	(in thousands, except for percentages)
Sales discounts		72,326		13.0		39,384		6.0		58,387		8.7
Sales returns		5,612		1.0		1,450		0.2		3,702		0.6
Net revenue		555,225		100.0		651,935		100.0		671,146		100.0

Net revenue increased by 2.9% from RMB651.9 million in the fiscal year ended June 30, 2008 to RMB671.1 million (US$98.3 million) in the fiscal year ended June 30, 2009. The increase was primarily due to increase in the sales of KLDs and was partially offset by the decrease in the sales of DLDs. As of June 30, 2009, we have sold approximately 376,000 units of KLDs since its inception in August 2008. We sold approximately 506,000 DLDs in the fiscal year ended June 30, 2009, a decrease of 14.1% from approximately 589,000 DLDs sold in the fiscal year ended June 30, 2008. The average selling price of DLDs also decreased by 11.9%, due to the price competition as customers became increasingly price-sensitive during the financial downturn. We sold approximately 720,000 units of E-dictionaries in the fiscal year ended June 30, 2009 compared to approximately 630,000 sold in the fiscal year ended June 30, 2008. As the average selling price for E-dictionaries decreased by 11.2% in the fiscal year ended June 30, 2009, sales of E-dictionaries slightly decreased.

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The decrease in DLD sales in the periods discussed above was primarily attributable to the impact of the macroeconomic conditions and increased levels of competition. We will continue to derive a majority of our revenues from the DLD sales. However, we anticipate that sales of DLDs will continue to decrease. To increase the sales of DLDs, we focus on providing more interactive learning materials to cover a wider range of age groups and increase our market share. Due to our strong marketing efforts, rich content offerings and innovative interactive product features, we successfully launched our KLD products, which are well received by the market and customers. We believe KLDs will continue to be the key growth driver for our business in the near future. The decrease in E-dictionary sales in the periods discussed above was primarily due to the decrease in the average selling price, resulting from product substitution as many DLDs also contain dictionary content and the intense price competition. As we shift our focus to developing multimedia education content and diversifying our delivery platforms to capture market opportunities and grow our market share, we anticipate E-dictionary sales to constitute a decreasing percentage of our revenues.

Net revenue increased 17.4% in the fiscal year ended June 30, 2008 from the fiscal year ended June 30, 2007. The increase was primarily attributable to an increase in sales of DLDs, offset by a decrease in E-dictionary sales. We sold approximately 589,000 DLDs in the fiscal year ended June 30, 2008, an increase of 5.7% from approximately 557,093 DLDs sold in the fiscal year ended June 30, 2007. The average selling price of DLDs increased 10.1% as we introduced a number of models with more innovative features and offered better content offering. We sold approximately 63,000 E-dictionaries in the fiscal year ended June 30, 2008 compared to approximately 775,659 E-dictionaries in the fiscal year ended June 30, 2007.

Cost of Revenue. Cost of revenue consists primarily of material costs, sub-contracting fees for outsourcing the production of our ELPs, in-house production costs, share-based compensation, depreciation and maintenance costs for servers and related equipment, and other expenses that are directly attributable to rendering of our operations. The 2.4% increase in cost of revenue in the fiscal year ended June 30, 2009 compared to the same period in 2008 was primarily attributable to increases in material costs, subcontracting fees and in-house production costs. The 19.6 % increase in cost of revenue in the fiscal year ended June 30, 2008 compared to the same period in 2007 was primarily attributable to increased material costs, sub-contracting fees and in-house production costs resulting from the increased sales of DLDs, written-down charge on obsolete inventory as well as the increased cost of copyright licensing fee.

Operating Expenses

The following table sets forth our operating expenses for the periods indicated and the amount and percentage change between periods.

	Year Ended June 30,
			2007 to					2008 to
			2008					2009
			Percentage					Percentage
	2007		Change			2008		change			2009
	(RMB)		%			(RMB)		%			(RMB)		(US$)
	(in thousands, except percentages)
Research and development expenses		43,487		21.1			52,667		6.9			56,302		8,243
Sales and marketing expenses		172,540		14.4			197,430		6.7			210,693		30,847
General and administrative expenses		24,676		79.4			44,260		32.2			58,499		8,565
Other operating expenses		20,910		(85.0	)		3,132		(94.9	)		158		23
Total operating expenses		261,612		13.7			297,489		9.5			325,652		47,678

Research and Development Expenses. Research and development expenses consist primarily of remuneration for R&D staff, share-based compensation, depreciation and maintenance expenses relating to R&D equipment and R&D material costs. The 6.9% increase in R&D expenses in the fiscal year ended June 30, 2009 compared to the same period in 2008 was primarily attributable to increases in remuneration for R&D staff and tooling costs in relation to new products development. The 21.1% increase in R&D expenses in the fiscal year ended June 30, 2008 compared to the same period in 2007 was primarily attributable to an increase in remuneration resulting from an increase in R&D staff, higher third party software and content development costs and the recognition of RMB 4.2 million of share-based compensation for options granted during the fiscal year ended June 30, 2008.

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Sales and Marketing Expenses. Sales and marketing expenses consist primarily of advertising costs, remuneration for staff involved in selling and marketing efforts, depreciation, share-based compensation and travel and entertainment expenses. The 6.7% increase in sales and marketing expenses in the fiscal year ended June 30, 2009 compared to the same period in 2008 was primarily attributable to an increase in the expenses to promote new KLD products, higher staff costs and an increase in business travel expenses, partially offset by the decrease in share-based compensation expense. As a percentage of net revenue, sales and marketing expenses increased to 31.4% in the fiscal year ended June 30, 2009 from 30.3% in the same period in 2008, due to the increased marketing fees and expenses resulting from the increased level of competition and the time lag between our marketing efforts and any increase in sales as a result of the efforts. The 14.4% increase in sales and marketing expenses in the fiscal year ended June 30, 2008 compared to the same period in 2007 was primarily attributable to an increase in our advertising spending, higher staff cost and the recognition of a share-based compensation of RMB 14.8 million. As a percentage of net revenue, sales and marketing expenses decreased slightly to 30.3% in the fiscal year ended June 30, 2008 from 31.1% in the same period in 2007, reflecting the success of our sales and marketing efforts.

General and Administrative Expenses. General and administrative expenses consist primarily of employee remuneration, share-based compensation, professional fees, insurance, payroll taxes and benefits, general office expenses, depreciation and bad debt expenses. General and administrative expenses increased by 32.2% in the fiscal year ended June 30, 2009 from the same period in 2008, due to an increase in legal, consulting and other professional service fees incurred for updating Enterprise Resource Planning (ERP) and other internal management systems and consultation service of Sarbanes-Oxley Act compliance. General and administrative expenses increased by 79.4% in the fiscal year ended June 30, 2008 from the same period in 2007. The increase was primarily attributable to an increase in remuneration of RMB 6.9 million, bad debt expenses of RMB 11.2 million and the recognition of a share-based compensation of RMB 1.1 million.

Other Operating Expenses. Other operating expenses in the fiscal year ended June 30, 2009 consist primarily of share cancellation fees for those shares bought back under our share repurchase plan.

Other operating expenses in the fiscal year ended June 30, 2008 consist primarily of a RMB 3.0 million donation to the Sichuan earthquake relief effort.

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Other Income Statement Items and Net Income

The following table sets forth other income statement items and net income for the periods indicated, and the amount and percentage change between periods.

	Year Ended June 30,
				2007 to						2008 to
				2008						2009
				Percentage						Percentage
	2007			Change			2008			change			2009
	(RMB)			%			(RMB)			%			(RMB)			(US$)
	(in thousands, except percentages)
Net revenue		555,225			17.4			651,935			2.9			671,146			98,261
Gross profit		288,659			15.4			333,147			3.5			344,745			50,473
Total operating expenses		(261,612	)		13.7			(297,489	)		9.5			(325,652	)		(47,678	)
Other operating income		40,023			10.2			44,101			3.3			45,576			6,673
Operating income		67,070			18.9			79,759			(18.9	)		64,669			9,468
Derivative (loss) gain		(55	)		3,296.4			(1,868	)		410.9			5,807			850
Interest income		2,306			491.6			13,644			(61.1	)		5,308			777
Investment income		—			*			11,057			38.0			15,257			2,234
Interest expense		—			*			—			*			—			—
Other non-operating income		—			*			42,708			(85.5	)		6,204			908
Income before income taxes		69,321			109.6			145,300			(33.1	)		97,245			14,237
Provision for income taxes		(2,892	)		(61.9	)		(1,101	)		(76.9	)		(255	)		(37	)
Net income		66,428			117.1			144,199			(32.7	)		96,990			14,200

* Not meaningful

The following table sets forth other income statement items and net income as a percentage of net revenue for the periods indicated.

	Year Ended June 30,
	2007		2008			2009
	(%)		(%)			(%)
Net revenue		100.0		100.0			100.0
Gross profit		52.0		51.1			51.4
Total operating expenses		47.1		45.6			48.5
Other operating income		7.2		6.7			6.8
Operating income		12.1		12.2			9.6
Derivative gain (loss)		*		(0.3	)		0.9
Interest income		0.4		2.1			0.8
Investment income		—		1.7			2.3
Other non-operating income		—		6.6			0.9
Income before income taxes		12.5		22.3			14.5
Provision for income taxes		0.5		0.2			*
Net income		12.0		22.1			14.5

* Less than 0.1%

Other Operating Income. Other operating income primarily consists of government subsidies in the form of value added tax refunds for encouraging development in the software industry. We record these subsidies as other operating income when all conditions to qualify for the receipt of the subsidies are met. Other operating income also includes sales of miscellaneous accessories and the write-off of old advances from customers. Other operating income increased 3.3% in the fiscal year ended June 30, 2009 from 2008, increased 10.2% in the fiscal year ended June 30, 2008 from 2007, primarily because of the increase in value added tax refunds resulting from increased sales of DLDs.

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Derivative Gain (Loss). Derivative gain or loss primarily consists of change in the fair market value of the warrants we issued. The warrants expired in April 2009.

Interest Income. Interest income represents interest income from our bank deposits. Interest income decreased 61.1% in the fiscal year ended June 30, 2009 from the fiscal year ended June 30, 2008, mainly due to the decreased average cash and cash equivalent and a decrease in interest rate. The increase in interest income in the fiscal year ended June 30, 2008 was primarily due to the increased average cash and cash equivalents.

Investment Income. Investment income primarily consists of returns from investing with bank financial products and the gain or loss on trading investments.

Other Non-Operating Income. Other non-operating income consists of foreign exchange gains due to the depreciation of the US dollar and rebates and subsidies received from The Bank of New York Mellon in connection with its appointment as depositary of the ADSs.

Provision for Income Taxes.  We are incorporated in the Cayman Islands. Under current law, we are not subject to income or capital gains tax in the Cayman Islands. In addition, dividend payments are not subject to withholding tax in the Cayman Islands. Our British Virgin Islands subsidiary, Bright Sound Limited, is not subject to income or capital gains tax under current law. In addition, dividend payments by Bright Sound are not subject to withholding tax in the British Virgin Islands.

Our subsidiaries and our variable interest entity in China are subject to income tax at the current rate of 25%. However, some of our subsidiaries and our variable interest entity enjoy lower enterprise income tax rates because of preferential tax treatments. For example, Innovative Noah and New Noah enjoyed a preferential tax rate of 18% in 2008 and will enjoy a preferential tax rate of 20% in 2009. In addition, some of our subsidiaries also are entitled to a two-year full tax exemption followed by a three-year 50% tax concession, beginning from each of their first profitable year.

On March 16, 2007, the National People’s Congress, the Chinese legislature, passed a new enterprise income tax law, which became effective on January 1, 2008. The new law applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises. Existing companies are required to transition to the new enterprise income tax rate over the next five years. On December 26, 2007, the State Council promulgated the Notice on Implementation of Preferential Policies on Transition of Enterprises Income Tax, which provides that as from January 1, 2008, the enterprises that were taxed at 15% previously will be taxed at 18% in 2008, 20% in 2009, 22% in 2010, 24% in 2011 and 25% in 2012, and the enterprises that were granted certain tax concessions will continue to enjoy the tax concessions until the expiry day in accordance with the tax preferences under the old income tax law, regulations and other relevant provisions. Furthermore, the new PRC enterprise income tax law also provides that a “resident enterprise,” which includes an enterprise established outside of China with “de facto management bodies” located in China, will be subject to PRC income tax. According to the new tax law, the term “de facto management bodies” therein refers to those bodies that exercise substantial and overall management and control over the production, operation, personnel, accounting and properties of enterprises. However, the new tax law does not clearly provide which conducts will be regarded as substantial and overall management and control. Because substantially all of our management are currently located in China, we and our offshore subsidiaries may be considered PRC resident enterprises and therefore be subject to the PRC enterprise income tax at the rate of 25% on our worldwide income. This may increase our tax expenses and adversely affect our results of operations. In addition, the new tax law eliminates the exemption of enterprise income tax on dividends derived by foreign investors from foreign invested enterprises and imposes on PRC enterprises an obligation to withhold tax on dividend distributions to foreign investors. Unless the relevant tax treaties entered into by China otherwise provide, under the new tax law, 10% withholding tax is applied to the dividends distributed to foreign investors by PRC enterprises, provided that such foreign investors have not been regarded as resident enterprises by the PRC taxation authorities. According to the relevant treaties between China and Hong Kong, 5% withholding tax is applied to the dividends distributed to Hong Kong investors by PRC enterprises if such Hong Kong investors hold no less than 25% of equity interest in such PRC enterprises. So we expect that 10% or 5% withholding tax will apply to dividends distributed by our subsidiaries in China to their non-PRC shareholders, as the case may be, but this treatment will depend on the status of their non-PRC shareholders as non-resident enterprises.

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Our effective tax rate for the fiscal year ended June 30, 2007, 2008 and 2009 was 4.2%, 0.8% and 0.3%, respectively.

Our subsidiaries incorporated in Hong Kong are subject to a profits tax rate of 17.5% of their assessable profits. According to the Hong Kong government’s 2008/2009 budget proposal, which has been approved by the Hong Kong Legislative Council, profit tax rate will be reduced to 16.5% for the 2008/2009 fiscal year. Payment of dividends is not subject to withholding tax in Hong Kong.

Critical Accounting Policies

Our consolidated financial information has been prepared in accordance with generally accepted accounting principles in the United States, which require us to make judgments, estimates and assumptions that affect (1) the reported amounts of our assets and liabilities, (2) the disclosure of our contingent assets and liabilities at the end of each fiscal period and (3) the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

When reviewing our financial statements, you should consider (1) our selection of critical accounting policies, (2) the judgment and other uncertainties affecting the application of those policies, and (3) the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgment and estimates used in the preparation of our financial statements.

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred provided that there are no significant post delivery obligations to the customers, the sale price is fixed or determinable, and collection is reasonably assured. If the arrangement is subject to customer acceptance, the revenue is deferred and not recognized until acceptance occurs.

Our DLDs and KLDs comprise software-related elements and hardware. Our revenue from sales of DLDs and KLDs is generally recognized under Accounting Standards Codification (“ASC”) 605-985 Revenue Recognition (AICPA Statement of Position No. 97-2), Software Revenue Recognition, because our devices comprise software-related elements and hardware. The software-related elements embedded in the hardware are essential to the DLD’s and KLD’s functionality. We do not provide an express right of return in our arrangements with distributors other than for quality issues within the warranty period, and we have not established a right of return with distributors based on our customary business practices. However, returns have arisen in the past on a negotiated basis when we terminated the distributorships of certain distributors. Distributorships are only terminated when, after our assessment, the distributors’ performance is considered to be unsatisfactory. The amount of negotiated returns we will accept is at our discretion. These returns were approximately 0.2% to 0.6% of the total gross revenue for the periods presented, and are not significant relative to total revenue. We believe these returns will continue to be immaterial in the future. Accordingly, we have not established a return provision concurrently as revenue is recognized and returns are recorded as incurred. However, if circumstances in the future change and the rate of return increases, we will reassess our return policy and estimate the provision for such costs and recognize them concurrently with revenue.

We provide certain rebates to our distributors. Rebates paid in cash to distributors, such as advertising allowances, for which we receive a separately identifiable benefit with a reasonably estimated fair value are accounted as an expense rather than a reduction of the revenue. Other rebates, including price allowances based on volume purchasing levels, are recognized as a reduction of revenue. The risk of change in estimates on rebates and price allowances is low as we generally have timely sales data and contractual sales arrangements to estimate these amounts. Future market conditions and product transitions may require us to increase the rebates or price allowances that could result in additional reductions to revenue or increased expenses at the time such programs are offered.

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We have provided telephone customer support since September 2005 and free general content downloads since June 2006 to our customers. The telephone customer support services are considered post-contract customer support (“PCS”) under ASC 605-985. Since the nature of our PCS is unspecific and infrequent, and our PCS is not sold on a stand-alone basis, vendor-specific objective evidence of fair values does not exist to allow the total revenue from the sales of devices to be allocated between the device component and the PCS. We recognize revenue from the sales of DLDs or KLDs when the DLDs or KLDs are delivered. The telephone customer support is set up primarily for marketing purposes and is substantially provided within a year following the purchase of the device. Our telephone customer support team, staffed with four personnel, usually receives calls relating to general inquiries of our products and services from our customers as well as individuals who have not yet purchased our products. These calls include inquiries regarding the general content of our website, and general content download related matters, or other inquiries such as the locations to purchase our products. Only a small percentage of the calls relate to technical problems or inquiries that are referred to technical staff for support. With regard to the free general content downloads provided to customers, we consider that the delivery criteria under ASC 605-985 have been met when the customer has been provided with access codes that allow the customer to take immediate possession of the software. Accordingly, the delivery of content occurs upon the physical delivery of the device as customers are then able to begin downloading the content. We do not have further obligations to update or modify the content. The cost related to the PCS arrangement is expensed as incurred because historically, the costs involved for such services were not significant. It is expected that the cost of telephone customer support and maintaining the website for free general content downloads will continue to be minimal. Should the costs of PCS increase in the future, we will need to consider the implication on our revenue recognition and the need to establish vendor-specific objective evidence of fair values for these services.

In addition, we provide warranties generally for one year to our customers, covering bug fixes of the software-related elements built in our DLDs or KLDs. Whether a warranty is considered an implied PCS element ASC 605-985 depends on the specific facts and circumstances. A warranty that provides protection for the customer from defective software should be accounted for in conformity with ASC 450 (FASB Statement No. 5, Accounting for Contingencies). As the warranty we provide to customers only covers repairs on defective products, and excludes other maintenance services, we do not consider this an implied PCS element. Warranty costs are expensed as incurred because historically, the costs involved are not significant. Should the warranty costs increase in the future, we will accrue for warranty expenses in accordance with ASC 450.

Since November 2006, we also have been selling prepaid cards to distributors. These prepaid premium cards represent prepaid service fees and the customers who purchase these cards are entitled to premium content available on our website and generally have a 12 month expiration period. We record these prepaid service fees as deferred revenue upon receiving the upfront cash payment. Revenue is recognized upon actual use of the card by the customers or upon the expiration of the card. Approximately RMB 5.5 million, RMB 1.3 million and RMB 0.2 million (US$ 0.03 million) of revenue from prepaid cards was recognized in the fiscal year ended June 30, 2007, 2008 and 2009. We ceased the sale of prepaid cards in fiscal year ended June 30, 2009.

Since July 2007, we have provided after-school tuition programs to primary and secondary school students. The prepaid tuition fees are recorded as deferred revenue upon receiving the upfront cash payments, and recognized as revenue ratably over the course of the tuition programs.

We record revenue net of value-added tax collected from customers at 17% or business tax of 5%, net of sales discounts and sales returns.

Inventory Obsolescence

We review our inventory for potential impairment on a quarterly or more frequent basis as our management deems necessary. The impairment write-downs of inventory were based on the best information available at the time of the preparation of the consolidated financial statements. We estimated the potential impairment of inventory based on our review of, among other things, the levels of inventory versus customer requirements and obsolescence, the product life cycle status, and the aging analysis of the inventory. The review and evaluation also involves the consideration of the potential sale of impaired inventory at lower than market prices. At each balance sheet date, we identify inventories that are worth less than cost and write them down to lower of cost or market and the difference is charged to our cost of revenues for that period. Though management considers such write-down of inventories to be adequate and proper, changes in sales volumes due to unexpected economic or competitive conditions or unforeseen technological changes negatively impacting the utility or popularity of our devices may require us to record additional write-downs which will negatively affect gross margins in the period when the write-downs are recorded.

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Allowance for Doubtful Accounts

The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our accounts receivable. The allowance of doubtful accounts was based on the best information available at the time of the preparation of the consolidated financial statements. We estimated the allowance of doubtful accounts based on historical write-off experience, customer specific facts and economic conditions. If there are any changes to these assumptions, such as a change in the settlement trend of our customers due to unexpected economic or competitive conditions, or if future actual default rates on trade receivables in general differ from those currently anticipated, we may have to adjust our allowance for doubtful accounts, which will affect earnings in the period the adjustments are made. Bad debt expense is included in general and administrative expenses. We review outstanding account balances individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2008 and 2009 the allowance for doubtful debts were RMB 13.2 million and RMB 8.5 million (US$ 1.2 million), respectively.

Share-Based Compensation

Under ASC 718 Compensation – Stock Compensation (SFAS No. 123R), we are required to recognize share-based compensation as compensation expense in our statement of operations based on the fair value of equity awards on the date of the grant, with the compensation expense recognized over the period in which the recipient is required to provide service in exchange for the equity award. This statement also requires us to adopt a fair value-based method for measuring the compensation expense related to share-based compensation. For options granted to employees, we have recorded a compensation charge for the fair value of the options at the grant date. We then amortize share-based compensation expense over the vesting periods of the related options.

We adopted our 2006 equity compensation plan and issued 736,721 ordinary shares (or 1,473,442 ordinary shares after giving effect to the 1 to 2 share split) to Master Topful Limited, a company controlled by us through Xianquan Xiao, our director. Pursuant to this plan, Master Topful have granted options to 104 of our employees to purchase shares in Master Topful that entitled them, indirectly through Master Topful, to economic rights in a total of 505,937 (or 1,011,874 ordinary shares after giving effect to the 1 to 2 share split) of our ordinary shares at an exercise price of US$ 2.9439 per share (or US$ 1.4720 per share after giving effect to the 1 to 2 share split). These options were subject to vesting periods. In June 2007, we terminated our 2006 equity compensation plan and cancelled the 736,721 shares (or 1,473,442 ordinary shares after giving effect to the 1 to 2 share split) issued to Master Topful. The options granted by Master Topful under our 2006 plan were canceled and, other than those options that were forfeited or terminated, replaced by options we issued directly under our 2007 share incentive plan. In June 2007, we issued options to purchase 735,721 ordinary shares (or 1,471,442 ordinary shares after giving effect to the 1 to 2 share split) at a weighted average exercise price of US$ 3.2160 per share (or US$ 1.6080 per share after giving effect to the 1 to 2 share split). We have accounted for the replacement of options issued under our 2006 plan with options issued under our 2007 plan as a modification pursuant to SFAS 123(R). As the options granted pursuant to the 2006 plan are expected to vest under the original vesting condition at the date of the modification, we will continue to recognize the compensation cost over the remaining original vesting period of 1.5 years. As a result of the modification, an additional compensation cost of RMB 0.8 million (US$ 0.1 million) was recognized. On December 18, 2008, we adopted the 2008 Share Incentive Plan. Under the 2008 Share Incentive Plan, during the fiscal year ended June 30, 2009, we granted our employees options to purchase 1,279,000 ordinary shares at the weighted average exercise price of US$ 2.60.

We recorded share-based compensation expenses of RMB 14.8 million, RMB 20.3 million and RMB 8.2 million (US$ 1.2 million) in fiscal years ended June 30, 2007, 2008 and 2009, respectively. We have categorized these share-based compensation expenses in our cost of revenue, research and development expenses, sales and marketing expenses, and general and administrative expenses, depending on the job functions of the persons to whom we granted the options.

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The table below sets forth certain information concerning options granted to our executives and employees on the dates indicated, after giving effect to the 1 to 2 share split.

	Number of
	Ordinary
	Shares		Option				Fair value
	Underlying		Exercise		Fair Value of		of
	Options		Price Per		Options at		ordinary
Grant Date	Granted		Share		Date of Grant		shares		Type of Valuation
October 2006 (terminated on June 30, 2007)		1,011,874	US$	1.4720	US$	3.375	US$	4.755	Retrospective
June 2007 (as replacement options)		888,324	US$	1.4720	US$	3.375	US$	4.755	Retrospective
June 2007 (as replacement options)		76,438		—	US$	4.74	US$	5.885	Contemporaneous
June 2007		339,536	US$	1.4720	US$	4.535	US$	5.885	Contemporaneous
June 2007		38,732	US$	1.4720	US$	4.375	US$	5.885	Contemporaneous
June 2007		126,412	US$	3.8719	US$	2.995	US$	5.885	Contemporaneous
June 2007		2,000	US$	6.1420	US$	1.990	US$	5.885	Contemporaneous
June 2007		2,000	US$	6.1420	US$	1.990	US$	5.885	Contemporaneous
January 2008		667,177	US$	5.56	US$	2.11	US$	5.56	Contemporaneous
March 2009		1,259,500	US$	2.60	US$	1.39	US$	2.95	Contemporaneous
May 5, 2009		3,000	US$	2.60	US$	1.61	US$	3.19	Contemporaneous
May 13, 2009		10,000	US$	2.60	US$	1.62	US$	3.20	Contemporaneous
May 18, 2009		1,500	US$	2.60	US$	1.89	US$	3.54	Contemporaneous
June 15, 2009		3,000	US$	2.60	US$	2.14	US$	3.84	Contemporaneous
June 29, 2009		2,000	US$	2.60	US$	2.16	US$	3.87	Contemporaneous
July 1, 2009		80,000	US$	3.88	US$	1.73	US$	3.88	Contemporaneous
July 21, 2009		30,000	US$	2.60	US$	1.41	US$	3.90	Contemporaneous

We have assessed the fair value of our options using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including the options’ expected lives, estimated forfeitures and the price volatility of the underlying shares. We estimate our forfeitures based on past employee retention rates and our expectation of future retention rates, and we will prospectively revise our forfeiture rates based on actual history. Our share option compensation charges may change based on changes to our actual forfeitures.

Prior to the successful completion of our initial public offering, in applying the Black-Scholes option pricing model, for the October 2006 grant, we have attributed to the ordinary shares underlying the options a fair value of US$ 9.51 per share (or US$ 4.755 per share after giving effect to the 1 to 2 share split), determined based on a retrospective valuation prepared by Greater China Appraisal Limited, an unrelated appraiser, with reference to a cash equity transaction in March 2007, under which certain of our shareholders sold their ordinary shares and preference shares to Lehman Brothers and concurrently, warrants were granted by us to Lehman Brothers at nil consideration. We believe this equity transaction between unrelated willing parties to be a relevant factor to determine the fair value of the ordinary shares at October 2006, because (1) one type of the equity securities being exchanged in the transaction were the same securities for which the fair value determination is being made; and (2) we considered the transaction to be a relevant current transaction as there has been no significant change in our business from October 2006 to March 2007. Accordingly, the fair value of the ordinary shares determined in March 2007 was discounted back retrospectively to arrive at the fair value of the ordinary shares underlying the options granted in October 2006. In applying the Black-Scholes option pricing model, we also made the following assumptions: expected dividend yield of 0%, risk-free interest rate of 4.74%, expected option life of 3.5 years and expected volatility of 39.96%.

For the June 2007 grants, we have attributed to the ordinary shares underlying the options a fair value of US$ 11.77 per share (or US$ 5.885 per share after giving effect to the 1 to 2 share split), determined based on a contemporaneous valuation prepared by Greater China Appraisal Limited. The valuation analysis used a combination of the discounted cash flow method and the company transaction method, each with a 50% weighting, to assess the fair value of our ordinary shares on June 30, 2007. The company transaction method makes reference to the price in an ordinary share sales transaction between three major shareholders of our company and Great Joy Group Limited, a company unrelated to us before the transaction, which took place on April 13, 2007. The discounted cash flow method involved applying appropriate discount rates to estimated cash flows that were based on our earnings forecasts. The major assumptions used in deriving the fair values were consistent with our business plan and major milestones that we achieved. Other major assumptions we used in determining the fair value of our ordinary share as of June 30, 2007 include cost of equity of 18.95% and discount of lack of marketability (“DLOM”) of 10%. DLOM takes into consideration the plan and status of our initial public offering. Since our company is considered a closely held corporation, the valuation of our ordinary shares was based on a non-marketable minority interest basis. We also used other general assumptions, including the following: no material changes in the existing political, legal, fiscal and economic conditions in China; our ability to retain competent management and key personnel to support our ongoing operations; and no material deviation in market conditions from economic forecasts. In applying the Black-Scholes option pricing model, we also made the following assumptions: expected dividend yield of 0%, risk-free interest rate of 4.89%, expected option life of 2.5 to 3.5 years and expected volatility of 39.96%.

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For the purpose of determining the estimated fair value of our share options, we believe expected volatility, expected option life and estimated share price of our ordinary shares are the most sensitive assumptions since we are a privately held company at the date we granted our options. Changes in these assumptions could significantly impact the estimated fair values of the options calculated by the Black-Scholes option pricing model, and change the stock-based compensation expense materially in the future from that recorded in current period. Expected volatility is estimated based upon the average stock price volatility, of listed comparable companies, over a period commensurate with the expected term of the options. We believe the average share price volatility of the selected comparable companies is a reasonable benchmark in estimating the expected volatility of our ordinary shares. Expected option life is typically estimated by reference to historical share option exercise experience. However, as we do not have sufficient historical data to project the expected life of these options, we estimated the expected option life using the simplified method based on the vesting period and contractual term of the options. As we accumulate a historical pattern of the exercises of share options, our estimation of the expected option life of our future grants will change.

The weighted average exercise price of US$ 2.60 for the 1,279,000 options granted under the 2008 share incentive plan in the fiscal year ended June 30, 2009 was equal to the weighted average closing price of our ordinary shares from January 15, 2009 to January 30, 2009. 30% of these options will vest between the date of grant to December 31, 2009 and another 30% will vest between January 1, 2010 and December 31, 2010. The remaining 40% will vest between January 1, 2011 and December 31, 2011. In applying the Black-Scholes option pricing model, we also made the following assumptions: expected dividend yield of 0%, risk-free interest rate of 1.31% to 1.60%, expected option life of 3.75 years to 3.92 years and expected volatility of 58.45%.

Up to June 30, 2009, vested options were 1,673,309 and a total of 111,057 options were exercised, and RMB 0.7 million (US$ 0.1 million) were received from the issuance of ordinary shares upon the exercise of stock options.

Holding Company Structure

We are a holding company with no material operations of our own. We conduct our operations primarily through our subsidiaries in China. As a result, our ability to pay dividends and to finance any debt we may incur depends upon dividends paid by our subsidiaries. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries is required to set aside at least 10% of its after-tax profits whenever dividends are declared by the subsidiaries, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital, and each of our subsidiaries with foreign investment is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund at the discretion of the board. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation of these subsidiaries.

Recent Accounting Pronouncements

In February 2007, the FASB Issued certain provisions in ASC 825 Financial Instruments (FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115”). Under these provisions, a company may choose, at specified election dates, to measure eligible items at fair value and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting period. Effective July 1, 2008, we adopted these provisions, but we have not elected the fair value option for any eligible financial instruments as of June 30, 2009.

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Effective July 1, 2008, we adopted ASC 855 Subsequent Events (FASB No. 165, “Subsequent Events”). ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, ASC 855 provides (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. We adopted ASC 855 on a prospective basis. The adoption of ASC 855 did not have a significant effect on our consolidated financial statements presented.

Effective July 1, 2008, we adopted certain provisions in ASC 860 Transfers and Servicing and ASC 810 Consolidation (FSP FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) after Transfers of Financial Assets and Interest in Variable Interest Entities”). These provisions require the public entities subject to the disclosure requirements of ASC 860 (Statement 140) to provide financial statement users with an understanding of the following: (i) a transferor’s continuing involvement in financial assets that it has transferred in a securitization or asset-backed financing arrangement; (ii) the nature of any restrictions on assets reported by an entity in its statement of financial position that relate to a transferred financial asset, including the carrying amounts of such assets; (iii) how servicing assets and servicing liabilities are reported under ASC 860; and (iv) for securitization or asset-backed financing arrangements accounted for as sales when a transferor has continuing involvement with the transferred financial assets and transfers of financial assets accounted for as secured borrowings, how the transfer of financial assets affects an entity’s financial position, financial performance, and cash flows. These provisions also require enhanced disclosures about a company’s involvement in VIEs. The enhanced disclosures required by this FSP are intended to provide users of financial statements with a greater understanding of: (i) the significant judgments and assumptions made by a company in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE; (ii) the nature of restrictions on consolidated VIE assets reported by a company in its statement of financial position, including the carrying amounts of such assets; (iii) the nature of, and changes in, the risks associated with a company’s involvement with a VIE; (iv) how a company’s involvement with a VIE affects the company’s financial position, financial performance, and cash flows. The adoption of these provisions enhanced our disclosure on the VIE in the consolidated financial statements and has been applied to all periods presented.

In December 2007, the FASB issued certain provisions in ASC 805 (FASB Statement No. 141R, “Business Combination”), to improve reporting, creating greater consistency in the accounting and financial reporting of business combinations. The standard requires the acquiring entity in a business combination to recognize all, as of that date, the assets acquired and liabilities assumed and any noncontrolling interest in the acquiree at the acquisition-date, measured at their fair values; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. These provisions in ASC 805 apply prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early adoption is prohibited. We are currently evaluating whether the adoption of these provisions will have a significant effect on our financial position, results of operations or cash flows.

In December 2007, the FASB issued certain provisions in ASC 810 Consolidation (FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements”), to improve the relevance, comparability and transparency of financial information. These provisions establish the accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. These provisions establish a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation, all such transactions are equity transactions if the parent retains its controlling financial interest in the subsidiary. These provisions are effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. We are currently evaluating whether the adoption of these provisions will have a significant effect on our financial position, results of operations or cash flows. It is not expected to have a material impact on our financial position, results of operations and cash flows.

In March 2008, the FASB issued certain provisions in ASC 815 Derivatives and Hedging (FASB Statement No. 161, “Disclosures About Derivative Instruments and Hedging Activities,” an amendment of SFAS No. 133). These provisions require enhanced disclosures to help investors better understand the effect of an entity’s derivative instruments and related hedging activities on its financial position, financial performance, and cash flows. These provisions are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We will adopt these provisions in fiscal year 2010.

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In April 2008, the FASB issued certain provisions in ASC 350 Intangibles, Goodwill and Other (FSP SFAS 142-3, “Determination of the Useful Life of Intangible Assets”). These provisions amend the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under ASC 350. These provisions are effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The guidance for determining the useful life of a recognized intangible asset in these provisions is applied prospectively to intangible assets acquired after the effective date. We are currently evaluating the impact, if any, of the adoption of these provisions on our financial position, results of operations and cash flows.

In June 2009, the FASB issued certain provisions in ASC 810 (FASB Statement No. 167, “Amendments to FASB Interpretation No. 46(R)”). These provisions eliminate the exceptions to consolidating qualifying special-purpose entities, contains new criteria for determining the primary beneficiary, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity. These provisions also contain a new requirement that any term, transaction, or arrangement that does not have a substantive effect on an entity’s status as a variable interest entity, a company’s power over a variable interest entity, or a company’s obligation to absorb losses or its right to receive benefits of an entity must be disregarded in applying these provisions. These provisions will be effective for our fiscal year beginning July 1, 2010. We are currently assessing the potential impacts, if any, on our consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05 “Fair Value Measurements and Disclosures (Topic 820) Measuring Liabilities at Fair Value.” This update provides amendments for fair value measurement of liabilities. It provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more techniques as specified by this update. This update is effective for the first reporting period (including interim periods) beginning after August 2009. We are currently assessing the potential impacts, if any, on our consolidated financial statements.

In September 2009, the FASB issued Accounting Standards Update No. 2009-06, “Income Taxes (ASC 740) Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities.” The guidance answers the following questions: is the income tax paid by the entity attributable to the entity or its owners? what constitutes a tax position for a pass-through entity or a tax-exempt not-for-profit entity? and how should accounting for uncertainty in income taxes be applied when a group of related entities comprise both taxable and nontaxable entities? The guidance is effective for us for interim and fiscal year beginning July 1, 2010. We are currently assessing the potential impacts, if any, on our consolidated financial statements.

In October 2009, the FASB issued Accounting Standard Update No. 2009-13, “Revenue Recognition (ASC 605): Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force.” This update provides amendments to the criteria in Subtopic 605-25 for separating consideration in multiple-deliverable arrangements. As a result, multiple-deliverable arrangements will be separated in more circumstances than under existing U.S. GAAP. The amendments establish a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price if neither VSOE or TPE is available. The amendments also will replace the term fair value in the revenue allocation guidance with selling price to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a marketplace participant. This update is effective for us prospectively for revenue arrangements entered into or materially modified in fiscal year beginning on July 1, 2010. We are currently assessing the potential impacts, if any, on our consolidated financial statements.

In October 2009, the FASB issued Accounting Standard Update No. 2009-14, “Software (ASC 985): Certain Revenue Arrangements That Include Software Elements—a consensus of the FASB Emerging Issues Task Force.” The amendments in this update change the accounting model for revenue arrangements that include both tangible products and software elements. Tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software revenue guidance in ASC 985-605. In addition, the amendments in this update require that hardware components of a tangible product containing software components always be excluded from the software revenue guidance. In that regard, the amendments in this update provide additional guidance on how to determine which software, if any, relating to the tangible product also would be excluded from the scope of the software revenue guidance. This update is effective for us prospectively for revenue arrangements entered into or materially modified in fiscal year beginning on July 1, 2010. We are currently assessing the potential impacts, if any, on our consolidated financial statements.

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B. Liquidity and Capital Resources

Cash Flows and Working Capital

Our principal sources of liquidity are our cash and cash equivalents, which comprise primarily of the proceeds from our initial public offering, as well as the cash flow generated from our operations. As of June 30, 2009, we had cash and cash equivalents of RMB 493.9 million (US$ 72.3 million), compared to RMB 260.2 million as of June 30, 2008.

The following table sets forth a summary of our cash flows for the periods indicated.

	Year Ended June 30,
	2007			2008			2009
	(RMB)			(RMB)			(RMB)			(US$)
	(in thousands)
Net cash provided by (used in) operating activities		41,528			(29,370	)		82,441			12,070
Net cash provided by (used in) investing activities		52,352			(756,863	)		350,652			51,338
Net cash provided by (used in) financing activities		(76,000	)		970,787			(199,320	)		(29,182	)
Effect of exchange rate changes on cash and cash equivalents		(471	)		(1,698	)		(85	)		(12	)
Net increase (decrease) in cash and cash equivalents		17,880			184,554			233,775			34,226
Cash and cash equivalents at beginning of period		59,958			77,367			260,223			38,099
Cash and cash equivalents at end of period		77,367			260,223			493,911			72,313

Operating Activities

Net cash provided by operating activities was RMB 82.4 million (US$ 12.1 million) in the fiscal year ended June 30, 2009 compared to net cash used in operating activities of RMB 29.4 million in the fiscal year ended June 30, 2008. Net cash provided by our operating activities in the fiscal year ended June 30, 2009 resulted primarily from (1) our net income of RMB 97.0 million (US$ 14.2 million), (2) an increase in our accounts payable of RMB 47.7 million (US$ 7.0 million) primarily resulting from our increased purchase of raw materials due to increased sales volume, (3) an increase in other payables and accruals of RMB 14.4 million (US$ 2.1 million) primarily resulting from the remaining purchase price to be paid for the purchase of premises in Chengdu Hi-tech Industrial Development Zone, and (4) non-cash share-based compensation of RMB 8.2 million (US$ 1.2 million). These items were partially offset by (1) an increase in inventories of RMB 69.1 million (US$ 10.1 million) due primarily to an increase in ELP stock level in anticipation of the relocation of one of our OEMs, (2) an increase in prepaid expenses and other current assets of RMB 11.0 million (US$ 1.6 million) primarily due to an increase in government subsidy receivable and offset by a decrease in advance to staffs and other current assets; and (3) an increase in accounts receivable of RMB 11.4 million (US$ 1.7 million) resulting from increased sales volume.

Net cash used in operations was RMB 29.4 million in the fiscal year ended June 30, 2008 compared to net cash provided by operations of RMB 41.5 million in the fiscal year ended June 30, 2007, primarily due to an increase in accounts receivable, prepaid expenses and other current assets, and a decrease in accounts payable and advances from customers. Our net income increased by RMB 77.8 million to RMB 144.2 million in the fiscal year ended June 30, 2008 from RMB 66.4 million in the fiscal year ended June 30, 2007. Our accounts receivable increased by RMB 26.6 million to RMB 77.7 million in the fiscal year ended June 30, 2008 from RMB 51.1 million in the fiscal year ended June 30, 2007. Meanwhile, our operating income increased to RMB 79.8 million in the fiscal year ended June 30, 2008 from RMB 67.1 million in the fiscal year ended June 30, 2007 due to the increase of net revenue in the fiscal year ended June 30, 2008.

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Investing Activities

Net cash provided by investing activities was RMB 350.7 million (US$ 51.3 million) in the fiscal year ended June 30, 2009 compared to net cash used in investing activities of RMB 756.9 million in the fiscal year ended June 30, 2008. The net cash provided by investing activities was attributable to a decrease in held-to-maturity investments of RMB 747.0 million (US$ 109.4 million). Cash inflows were offset in part by (1) an increase in short-term bank deposits of RMB 274.2 million (US$ 40.2 million) and (2) RMB 100.6 million (US$ 14.7 million) used in the acquisition of property, plant and equipment and intangible assets.

Net cash used in investing activities was RMB 756.9 million in the fiscal year ended June 30, 2008 compared to net cash provided in investing activities of RMB 52.4 million in the fiscal year ended June 30, 2007. The net cash used in investing activities was primarily attributable to an increase in held-to-maturity investments of RMB 747.0 million and the acquisition of property, plant and equipment and intangible assets of RMB 9.0 million. Held-to-maturity investments primarily consist of investments on bank notes with guarantee principals and returns.

Financing Activities

Net cash used in financing activities in the fiscal year ended June 30, 2009 was RMB 199.3 million (US$ 29.2 million), resulting from (1) dividends paid to holders of our ordinary shares of RMB 137.5 million (US$ 20.1 million) and (2) cash of RMB 62.5 million (US$ 9.1 million) paid for the repurchases of our shares. These cash outflows were partially offset by proceeds from exercises of share options of RMB 0.7 million (US$ 0.1 million).

Net cash provided by financing activities in the fiscal year ended June 30, 2008 amounted to RMB 970.8 million, which was primarily attributed to the RMB 976.5 million proceeds from issuance of ordinary shares, partially offset by the cash paid for the repurchases of our shares of RMB 5.8 million.

Restrictions on Cash Dividends

We are a holding company incorporated in the Cayman Islands. We rely on dividends from our subsidiaries in China to fund our payment of dividends, if any, to our shareholders. Current PRC regulations permit our subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside a certain amount of its accumulated after-tax profits each year, if any, to fund certain statutory reserves. These reserves may not be distributed as cash dividends. Further, if our subsidiaries in China incur debt on their own behalf, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Furthermore, the new PRC enterprise income tax law that became effective on January 1, 2008 eliminates the current exemption of enterprise income tax on dividend derived by foreign investors from foreign invested enterprises and imposes on our subsidiaries in China an obligation to withhold tax on dividend distributions to their non-PRC shareholders, provided that such non-PRC shareholders are not classified as resident enterprises.

Borrowings

As of the June 30, 2009, we did not have any short-term or long-term borrowings.

Capital Expenditures

In the fiscal year ended June 30, 2009, our capital expenditures mainly included (1) RMB 100.6 million (US$ 14.7 million) used in acquisition of property, plant and equipment and intangible assets, and (2) RMB 21.6 million (US$ 3.2 million) as the deposit for the acquisition of the Little New Star Education Group.

We expect our capital expenditures in the fiscal year ended June 30, 2010 to include (1) payment of the remaining cash consideration of RMB30 million (US$ 4.4 million) for the acquisition of the Little New Star Education Group acquisition, and (2) US$ 3 million strategic investment in Series A Preferred and Series B Preferred shares of Franklin, subject to the consummation of the proposed merger of Saunders and Franklin in first quarter of 2010.

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We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures for at least the next 12 months. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash is insufficient to meet our requirements, we may seek to sell additional equity securities, debt securities or borrow from lending institutions. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our shareholders. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

C. Research and Development, Patents and Licenses, Etc.

Our research and development efforts are led by our senior management, six of whom hold engineering or related degrees. Our research and development team, located in our Shenzhen, Beijing and Chengdu research centers, consisted of approximately 183 engineers as of June 30, 2009. As of the date of this annual report, we hold 22 domestic patents and have 17 domestic and two international pending patent applications relating to the core aspects of our NP-iTECH and other technologies.

Our NP-iTECH platform enables us to present multimedia-intensive content and enhances our content development capability. Our multimedia content is played on our NEPlayer, a media player built on the NP-iTECH platform that supports and integrates mainstream multimedia formats such as MIDI, WAV, MP3, Flash and MPEG4. Our NP-iTECH software was designed with the objective of supporting multimedia education content development and display. After receiving basic training in our user-friendly NP-iTECH programming language, our content developers can program and assemble into complete courseware titles complex multimedia elements and interactive learning modules such as a test grading mechanism. We believe this allows us to develop complex multimedia content at a faster speed than our competitors.

Built as an open architecture, our NP-iTECH platform is highly scalable. In addition to the operating system embedded in our DLDs and KLDs, it is compatible with the LINUX and WinCE operating systems, as well as various applications built for the LINUX or the WinCE environment. In May 2006, we brought to market what we believe to be the first color DLDs. The open architecture allowed our color DLDs to be built on an interchangeable platform with our black-and-white DLDs. It also allows easy integration with web-based and wireless-based technologies and future add-ons.

In July 2007, we introduced to the market what we believe to be the first searchable practice question database on DLDs. Our searchable practice question database is built on our proprietary and innovative vertical search technology. Our vertical search technology allows faster and more precise searches in the handheld environment through extensive indexing of the information in the database and high integration with the operating system.

In January 2008, we brought to market what we believe to be the first generation of DLDs with graphic calculator technology. Graphic calculator is a tool for students to study mathematics and can be used to solve real-world mathematics problems as well. In addition to the classic courseware titles, the graphic calculator has four more functional modules including mathematics palette, algebraic calculation, functions programming and geometric dictionary. It can draw graphs for functions, geometry and other types of mathematics problems, as well as present the effects of input variation graphically. Furthermore, it allows students to manipulate algebra equations and program certain scientific calculations. As a component of the Noah network learning device, the graphic calculator also has features such as a large touch-screen, color TFT display, handwrite-input and a user-friendly interface.

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Our competitive advantage in technology was key to our past success. We believe continuous advances in technology are key to the creation of new and improved content and the diversification of multiple distribution platforms, and are vital to retaining our competitive position. We intend to continue to focus a significant amount of our resources on our research and development effort. Currently, our research and development effort is focused on the following key areas:

• Learning with fun: It aims to enable users to learn through entertainment. It increases users’ study interest and motivation through scenario simulation, games and interactive practice problem sets. Users can learn by online or off-line games, using hand-held devices or internet. It provides users with a happy, easy and fun learning environment.

• E-book: This technology will digitalize paper books, and hold thousands of books in a hand-held device. Users can zoom in and out, click on pictures, text, titles and other elements to read, talk, make notes and search.

• Semanteme-based processing: Semanteme-based processing can be the foundation of knowledge database. It stores the information in a network structure. When applied in teaching and learning and combined with database technology, semanteme-based processing technology can help the users to search and learn through induction, and measure their progress over time.

• Inter-connectivity: With the advance of wireless technology, such as WIFI, GRPS, SG, it is believed that hand-held learning devices will be connected to Internet wirelessly in the near future. In the next year or so, Noah will develop more learning devices and contents for Internet users, wirelessly or through LAN. Our Internet portal will become a center for our customers, providing learning subject search, book search, homework tutoring, study groups or communities, content updates and upgrades, student performance tracking and other services.

Our research and development expenses were RMB 43.5 million, RMB 52.7 million and RMB 56.3 million (US$ 8.2 million) for the fiscal years ended June 30, 2007, 2008 and 2009, respectively.

D. Trend Information

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from July 1, 2008 to June 30, 2009 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

E. Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

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F. Tabular Disclosure of Contractual Obligations

The following table sets forth our contractual obligations and commercial commitments as of June 30, 2009:

	Payment Due by June 30,
	Total		2010		2011		2012		2013		2014		Thereafter
	(RMB)		(RMB)		(RMB)		(RMB)		(RMB)		(RMB)		(RMB)
	(In thousands)
Operating lease obligations		10,297		4,203		1,800		1,422		1,317		1,287		268
Purchase obligations		82,560		82,560		—		—		—		—		—
Marketing expenses		2,932		2,932		—		—		—		—		—
Total		95,789		89,695		1,800		1,422		1,317		1,287		268

Other than the contractual obligations and commercial commitments set forth above, we did not have any other long-term debt obligations, operating lease obligations, capital commitments, purchase obligations or other long-term liabilities as of June 30, 2009.

G. Safe Harbor

This annual report contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “is expected to,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include:

• our anticipated growth strategies;

• our future business development, results of operations and financial condition;

• expected changes in our revenues and certain cost and expense items;

• our ability to expand our content, attract customers and leverage our brands;

• our ability to manage growth;

• trends and competition in the interactive educational content industry; and

• fluctuations in general economic and business conditions in China.

You should read thoroughly this annual report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements. Other sections of this annual report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

The following table sets forth information regarding our executive officers and directors as of the date of this annual report.

Name	Age		Position/Title
Dong Xu		43	Chairman and Chief Executive Officer
Jerry He		35	Chief Financial Officer
Benguo Tang		44	Director, President and Chief Operating Officer
Xiaotong Wang		47	Director and Chief Technology Officer
Xianquan Xiao		43	Director
Xiao Chen		46	Independent Director
Guangnan Ni		70	Independent Director
Conrad Kwong Yue Tsang		37	Independent Director
Benzhong Wang		70	Independent Director
Shengli Zheng		66	Independent Director
Tianming Du		59	Vice President
Dora Li		41	Vice President, Finance and Financial Controller
Yi Liu		42	Vice President, Sales
Ming Ouyang		33	Vice President, Content Development
Wei Zheng		49	Vice President, Research and Development

Mr. Dong Xu is a founder of our company and serves as the chairman of our board and as our chief executive officer. Mr. Xu is also the founder and 51% owner of Noah Zhi Yuan. In April 2004, Mr. Xu helped form our company to market and distribute advanced interactive educational content. From 1999 to 2004, Mr. Xu was an executive officer of Shenzhen Noah Industrial Co., Ltd., which focused on the design, production and distribution of translation devices. From 1995 to 1999, Mr. Xu served as vice president of sales of Tibet Medicine Company. From 1991 to 1995, Mr. Xu served as a manager of the Shenzhen Branch of Chengdu Enwei Group. He has a bachelor’s degree in engineering physics and an EMBA degree from Tsinghua University, China.

Mr. Jerry He has served as chief financial officer since November 9, 2009. Mr. He joined us as executive vice president in July 2009. Prior to joining us, Mr. He was a portfolio manager at Morgan Stanley Global Wealth Management from June 2008 and was previously at Bear Stearns from November 2006 to May 2008. Before his career in the financial industry, Mr. He worked as a management consultant at ZS Associates, and from 2002 to 2005 he served as senior director at Verispan LLC, where he was responsible for business development and management science. From 2000 to 2002, he was a senior market researcher at Research International and a senior consultant at NDCHealth. Mr. He has a bachelor of science degree from Peking University, China and an MBA with Honors from the University of Chicago, Booth School of Business. He is also a CFA charter holder.

Mr. Benguo Tang is a founder of our company and serves as a member of our board of directors. Mr. Tang has served as our president and chief operating officer since November 9, 2009. Mr. Tang is also the founder and 49% owner of Noah Zhi Yuan. In April 2004, Mr. Tang helped form our company to market and distribute advanced interactive educational content. From 1999 to 2004, Mr. Tang was an executive officer of Shenzhen Noah Industrial Co., Ltd., which focused on the design, production and distribution of translation devices. From 1997 to 1999, Mr. Tang served as a manager of the Guangdong Office of Gansu Duyi Medical Co., Ltd. Prior to that, Mr. Tang served as a technical engineer in Dongguan Yimeida Electronic Factory in Guangdong Province. Mr. Tang has a bachelor’s degree in engineering physics from Tsinghua University, China.

Mr. Xiaotong Wang is a founder of our company and serves as a member of our board of directors and as our chief technology officer. In April 2004, Mr. Wang helped form our company to market and distribute advanced interactive educational content. From 1999 to 2004, Mr. Wang was an executive officer of Shenzhen Noah Industrial Co., Ltd., which focused on the design, production and distribution of translation devices. From 1996 to 1998, Mr. Wang served as a vice general manager of Hubei Xiangfan Tianhui Medical Instrument Company Limited. Prior to that, Mr. Wang served as a senior engineer and manager in Yimeida Electronic Co., Ltd. and was primarily responsible for electronic products and software. Mr. Wang has a master’s degree in precision instruments from Tianjin University, China.

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Mr. Xianquan Xiao has served as a member of our board of directors since November 2006. Mr. Xiao served as our chief operating officer from August 2008 to November 2009. From 2006 to January 2009, Mr. Xiao served as our vice president, sales. From 1999 to 2006, Mr. Xiao served as our sales manager. Mr. Xiao was a sales executive with Chengdu Enwei Pharmaceutical Company from 1995 to 1997 and was also an engineer with Chengdu Steel Pipe Factory from 1987 to 1995. Mr. Xiao has a bachelor’s degree in engineering from Wuhan Polytechnic University, China and a master’s degree from Southwest Jiao Tong University, China.

Dr. Xiao Chen has served as an independent member of our board of directors since June 2007. Dr. Chen is currently a professor at the Department of Accounting, School of Economics and Management, Tsinghua University, China, where he served in various capacities since 1997. Dr. Chen’s research interests include accounting and capital markets, corporate governance, international taxation, taxation and business strategy, and business valuation. Dr. Chen is a board member of the China Accounting Society and the China Taxation Society, and serves as the independent director of four China-based companies. Dr. Chen received a bachelor in engineering degree in engineering from the Wuhan Institute of Chemical Engineering, China, a master in management engineering degree from the University of Science and Technology of China, and a Ph.D. in economics from Tulane University.

Mr. Guangnan Ni has served as an independent member of our board of directors since July 2007. Currently he is a professor at the Institute of Computing Technology, Chinese Academy of Sciences, and the president of the Chinese Information Processing Society of China. He was the co-founder and chief technology officer of Lenovo, a leading Chinese computer company established in 1984. He led the development of Legend Chinese System and Legend Series PC, two important products of Lenovo. Both products won the first-class prize of the State Award for Scientific and Technological Achievement in 1988 and 1992, respectively. In 1994, Mr. Ni was elected a member of the Chinese Academy of Engineering. Mr. Ni graduated from Southeast University, China, in 1961.

Mr. Conrad Kwong Yue Tsang has served as an independent member of our board of directors since October 2007. Mr. Tsang is currently a managing director with Baring Private Equity Asia, where he has led or participated in seventeen of the firm’s investments primarily in Greater China since joining the firm in 2000. He is currently the executive member and co-chairman of the PRC Committee of Hong Kong Venture Capital and Private Equity Association. Mr. Tsang also currently serves on the boards of Minsheng Education and Galloping Horse Media Group. From 1998 to 1999, Mr. Tsang was with the Equity Research Department of Merrill Lynch (Asia Pacific) Limited, covering the regional media and Hong Kong retail sectors. Prior to that, he was with Peregrine Fixed Income Limited. Mr. Tsang received his master’s degree in management studies from the University of Oxford, United Kingdom. He graduated from Imperial College of Science, Technology and Medicine, University of London, United Kingdom with a first class honors degree in electrical and electronic engineering.

Mr. Benzhong Wang has served as our independent director since October 2008. Since 1982, he has been the vice president of the Middle and Elementary School Computer Education Research Center under the State Education Committee, the managing vice president of Computer Association and honorary president of the Middle and Elementary School Information Technology Special Committee under the Chinese Society of Education, and the president of the National High School Principal Committee. Mr. Wang has been, since 1986, the principal of the Experimental High School affiliated with Beijing Normal University. In 1996, Mr. Wang became a member of the Basic Education Planning Sub-Committee under the State Education Planning Committee and a member of the veteran panel for a “loan for education and poverty eradication” program of the World Bank. Mr. Wang has a bachelor’s degree in mathematics from Beijing Normal University.

Mr. Shengli Zheng has served as our independent director since October 2008. Mr. Zheng had over 15 years of experience in teaching and research at the Department of Computer Science, Peking University, China until 1984. Mr. Zheng is currently a professor at the Law School, secretary general of the Intellectual Property Law Faculty and director of the Law and Order Research Center at Peking University in China. Mr. Zheng is also the managing president of the Intellectual Property Association of China Colleges and an international arbitrator at the arbitration center of World Intellectual Property Organization. Mr. Zheng has a bachelor’s degree in atmospheric physics from Peking University, China.

Mr. Tianming Du has served as our vice president since July 2009 when we completed the acquisition of 100% equity interest in the Little New Star Education Group. The Little New Star Education Group was founded by Mr. Du in 1992. From November 2005 to July 2009, Mr. Du was the chairman of Changsha Little Star Cartoon Digital Technology Ltd. Mr. Du has a bachelor’s degree in education from Hunan Normal University.

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Ms. Dora Li has served as vice president, finance, and financial controller since November 9, 2009. Ms. Li served as our interim chief financial officer and chief financial officer from June 2008 to November 2009 and joined us as financial controller in December 2007. Previously, Ms. Li was the financial controller and the head of investor relations of China GrenTech, a NASDAQ-listed company. From 1999 through 2007, Ms. Li was a senior finance manager at Conair Corp., a Fortune 500 company, in Connecticut. Ms. Li holds a bachelor of arts degree from the Beijing Second Foreign Language Institute, China, and a master of business administration from Thunderbird School of Global Management in Glendale, Arizona. She is a certified master financial manager from the American Academy of Financial Management and is also a member of the Institute of Management Accountants.

Mr. Yi Liu has served as our vice president, sales, since January 2009. Prior to joining us, Mr. Liu served as a business supervisor on Russian consumption and on global consumption channel in Lenovo Group from 2007 to 2008. From 2004 to 2007, Mr. Liu was a vice general manager of channel sales department for the Greater China region in Lenovo Group. Mr. Liu has a bachelor’s degree in testing technology and instruments from Tsinghua University, China.

Mr. Ming Ouyang has served as our vice president, content development, since January 2007. Prior to joining us in 2005, Mr. Ouyang served as a production manager of Shenzhen Howeasy Technology Co., Ltd. and was responsible for E-dictionary products from 2003 to 2005. From 2001 to 2003, he served as a marketing manager of Shenzhen Goldlinc Electronic Co., Ltd. From 1999 to 2001, Mr. Ouyang worked with Guangdong Guojia Advertisement Consulting Co., Ltd., in charge of advertising strategy. Mr. Ouyang received his bachelor’s degree in industrial design from Hunan University, China.

Mr. Wei Zheng has served as our vice president, research and development, since August 2004, and is one of the inventors of NP-iTECH and associated technologies. Mr. Zheng was with Global View Company Limited from 1994 to 2004, having been responsible for research and development as well as sales. Mr. Zheng served as an engineer for Shanxi Aircraft Manufacturing Company from 1983 to 1991. Mr. Zheng has a bachelor’s degree in aircraft design from Northwest Industrial University, China.

Employment Agreements

We have entered into a three-year employment agreement with each of our executive officers, renewable for successive one-year terms. We may terminate an executive officer’s employment for cause, at any time, without notice or remuneration, for certain acts of the officer, including, but not limited to, a conviction or plea of guilty to a felony, negligent or dishonest acts to our detriment or misconduct or a failure to perform agreed duties. An executive officer may, upon advance written notice, terminate his or her employment if there is a material and substantial reduction in his or her authority, duties and responsibilities and such resignation is approved by our board of directors. Furthermore, we may, upon advance written notice, terminate an executive officer’s employment at any time without cause. Each executive officer is entitled to certain benefits upon termination, including severance pay, if we terminate the employment without cause or if he or she resigns upon the approval of our board of directors. The amount of severance pay for an executive officer depends on the length of his or her employment.

The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during their employment with us and to assign all right, title and interest in them to us, and assist us in obtaining patents, copyrights and other legal rights for these inventions, designs and trade secrets. In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and one year following the termination of such employment agreement. Specifically, each executive officer has agreed not to (i) approach our clients, customers or contacts or other persons or entities introduced to the executive officer for the purpose of doing business with such person or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services as a director for any of our competitors, or engage, whether as principal, partner, licensor or otherwise, in any business which is in competition with our business; or (iii) seek directly or indirectly, to solicit the services of any employee who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination.

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B. Compensation

For the fiscal year ended June 30, 2009, we paid an aggregate of approximately RMB 4.8 million (US$ 0.7 million) in cash to our executive officers. We started to pay cash compensation to our non-executive directors in January 2009. As of June 30, 2009, we paid approximately RMB 0.2 million (US$0.03 million ) in cash compensation to our non-executive directors.

Share Incentives

2006 Equity Compensation Plan. In October 2006, our board of directors and shareholders adopted an equity compensation plan that provides for the issuance of options to certain of our employees to purchase up to 736,721 (or 1,473,442 after giving effect to the 1 to 2 share split) of our ordinary shares. Pursuant to the equity compensation plan, we issued 736,721 ordinary shares (or 1,473,442 shares after giving effect to the 1 to 2 share split) to Master Topful Limited, a company controlled by us through Xianquan Xiao, our then vice president, sales. In October 2006, Master Topful Limited granted options to 104 of our employees to purchase shares in Master Topful that entitle them, indirectly through Master Topful, to economic rights in a total of 505,937 (or 1,011,874 after giving effect to the 1 to 2 share split) of our ordinary shares at an exercise price of US$ 2.9439 per share (or US$ 1.4720 per share after giving effect to the 1 to 2 share split).

These options are subject to vesting periods. In June 2007, we terminated this equity compensation plan and repurchased the 736,721 shares (or 1,473,442 shares after giving effect to the 1 to 2 share split) issued to Master Topful, and the options granted by Master Topful were canceled and, except for options that have been terminated or forfeited, replaced by options directly issued by us under our 2007 share incentive plan.

2007 Share Incentive Plan and 2008 Share Incentive Plan. In June 2007, we adopted our 2007 share incentive plan, which provides for the issuance of options to purchase up to 1,073,672 shares (or 2,147,344 shares after giving effect to the 1 to 2 share split), or 10% of our ordinary shares then outstanding. In December 2008, we adopted our 2008 share incentive plan, which provides for the issuance of options to purchase up to 5% of our ordinary shares then outstanding.

Types of Awards. The types of awards we may grant under our 2007 plan and 2008 plan include the following:

• options to purchase our ordinary shares;

• restricted shares, which represent non-transferable ordinary shares, that may be subject to repurchase, restrictions on transferability and other restrictions; and

• restricted share units, which represent the right to receive our ordinary shares at a specified date in the future, which may be subject to repurchase.

Awards may be designated in the form of ADSs instead of ordinary shares. If we designate an award in the form of ADSs, the number of shares issuable under the 2007 plan and 2008 plan will be adjusted to reflect the ratio of ADSs to ordinary shares.

Eligibility. We may grant awards to employees, directors and consultants of our company or any of our related entities, which include our subsidiaries or any entities in which we hold a substantial ownership interest. However, we may grant options that are intended to qualify as incentive stock options, or ISOs, only to our employees and employees of our majority-owned subsidiaries.

Plan Administration. The compensation committee of our board of directors, or a committee designated by the compensation committee, will administer the 2007 plan and 2008 plan. However, awards made to our independent directors, must be approved by the entire board of directors. The compensation committee or the full board of directors, as appropriate, will determine the individuals who will receive grants, the types of awards to be granted and terms and conditions of each award grant, including any vesting or repurchase restrictions.

Award Agreement. Awards granted under our 2007 plan and 2008 plan will be evidenced by an award agreement that will set forth the terms, conditions and limitations for each award. In addition, in the case of options, the award agreement may also specify whether the option constitutes an ISO or a non-qualifying stock option.

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Acceleration of Awards upon Corporate Transactions. The outstanding awards will accelerate upon occurrence of a change-of-control corporate transaction where the successor entity does not assume our outstanding awards under the 2007 plan and 2008 plan. In such event, each outstanding award will become fully vested and immediately exercisable, and the transfer restrictions on the awards will lapse. If the successor entity assumes or replaces our outstanding awards and later terminates the grantee’s service without cause within 12 months of the change-of-control transaction, the outstanding awards will automatically become fully vested and exercisable.

Exercise Price and Term of Awards. In general, the plan administrator determines the exercise price of an award and sets forth the price in the award agreement. The exercise price may be a fixed or variable price related to the fair market value of our ordinary shares. However, ISOs may not be granted to any individual if the fair market value of the shares underlying such ISOs that are exercisable in any calendar year exceeds US$ 100,000 or other limitations imposed by law. Also, if we grant an ISO to an employee, who, at the time of that grant, owns shares representing more than 10% of the voting power of all classes of our share capital, the exercise price cannot be less than 110% of the fair market value of our ordinary shares on the date of that grant.

The term of each award will be stated in the award agreement. The term of an award will not exceed ten years from the date of the grant, except that five years is maximum term of an ISO granted to an employee who holds more than 10% of the voting power of our share capital.

Amendment and Termination. Our board of directors may at any time amend, suspend or terminate the 2007 plan and 2008 plan. Amendments to the 2007 plan and 2008 plan are subject to shareholder approval to the extent required by law, or stock exchange rules or regulations. Additionally, shareholder approval will be specifically required to increase the number of shares available for issuance under the 2007 plan and 2008 plan or to extend the term of an option beyond ten years. Unless terminated earlier, the 2007 plan and 2008 plan will expire and no further awards may be granted after the tenth anniversary of the shareholder approval of the 2007 plan and 2008 plan.

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The following table summarizes, as of the date of this annual report, the outstanding options granted under our 2007 share incentive plan and 2008 share incentive plan to several of our directors and executive officers and to other individuals as a group, after giving effect to the 1 to 2 share split. The options in the following table have a term of five years to exercise from the date of grant.

	Ordinary Shares
	Underlying		Exercise Price			Date of Expiration of
Name	Options Granted		(US$/Share)		Date of Grant	Vesting Period
Dong Xu		180,000		2.60	March 2, 2009	December 31, 2011
Jerry He		80,000		3.88	July 2, 2009	December 31, 2011
Xianquan Xiao		203,832		1.472	June 30, 2007	December 31, 2008
		339,536		1.472	June 30, 2007	October 24, 2007
		38,000		5.56	January 18, 2008	December 31, 2010
		150,000		2.60	March 2, 2009	December 31, 2011
Xiao Chen		2,000		6.142	June 30, 2007	June 30, 2010
Guangnan Ni		2,000		6.142	July 6, 2007	June 30, 2010
Dora Li		8,000		5.56	January 18, 2008	December 31, 2010
		55,000		2.60	March 2, 2009	December 31, 2011
Yi Liu		50,000		2.60	March 2, 2009	December 31, 2011
Ming Ouyang		20,184		1.472	June 30, 2007	December 31, 2008
		15,000		5.56	January 18, 2008	December 31, 2010
		35,000		2.60	March 2, 2009	December 31, 2011
Wei Zheng		173,256		1.472	June 30, 2007	December 31, 2008
		60,650		—	June 30, 2007	October 24, 2007
		38,000		5.56	January 18, 2008	December 31, 2010
		100,000		2.60	March 2, 2009	December 31, 2011
Rick Chen1		117,840		3.8719	June 30, 2007	June 30, 2010
		115,000		5.56	January 18, 2008	December 31, 2010
		50,000		2.60	March 2, 2009	December 31, 2009
		30,000		2.60	July 21, 2009	December 31, 2009
Other individuals as a group		447,620		1.472	June 30, 2007	December 31, 2008
		445,177		5.56	January 18, 2008	December 31, 2010
		769,000		2.60	March 2, 2009	December 31, 2011

C. Board Practices

Board of Directors

Our board of directors currently consists of nine directors. A director is not required to hold any shares in the company by way of qualification. A director may vote with respect to any contract or transaction in which he or she is materially interested provided the nature of the interest is disclosed prior to its consideration and any vote on such contract or transaction. The directors may exercise all the powers of the company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever outright or as security for any debt, liability or obligation of the company or of any third party.

Cayman Islands law does not require our directors to be independent. We comply with the New York Stock Exchange requirement that our board comprises a majority of independent directors.

Committees of the Board of Directors

We have established three committees under the board of directors: the audit committee, the compensation committee and the corporate governance and nominating committee, and have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

¹ Rick Chen resigned as our executive vice president in August 2009.

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Audit Committee. Our audit committee consists of Dr. Xiao Chen, Mr. Guangnan Ni and Mr. Conrad Kwong Yue Tsang, all of whom satisfy the “independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Dr. Chen is the chair of our audit committee and qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F. The purpose of the audit committee is to assist our board of directors with its oversight responsibilities regarding: (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditor. The audit committee will be responsible for, among other things:

• appointing the independent auditors and pre-approving all audit and non-audit services permitted to be performed by the independent auditors;

• reviewing with the independent auditors any audit problems or difficulties and management’s response;

• reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

• discussing the annual audited financial statements with management and the independent auditors;

• reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; and

• meeting separately and periodically with management and the independent auditors.

In the fiscal year ended June 30, 2009, our audit committee held seven meetings and passed four resolutions by unanimous written consent.

Compensation Committee. Our compensation committee consists of Mr. Guangnan Ni, Dr. Xiao Chen and Mr. Conrad Kwong Yue Tsang, all of whom satisfy the “independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. Mr. Ni is the chair of our compensation committee. The purpose of the compensation committee is, among other things, to discharge the responsibilities of our board of directors relating to compensation of our directors and executive officers, including reviewing and evaluating and, if necessary, revising the compensation plans, policies and programs of the company adopted by our management. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

• reviewing and evaluating at least annually and, if necessary, revising the compensation policies adopted by our management;

• reviewing and evaluating at least annually the performance, and determining the compensation, of our chief executive officer;

• reviewing and approving our chief executive officer’s employment agreement and amendments thereto, and severance arrangement, if any;

• reviewing all annual bonus, long-term incentive compensation, share option, employee pension and welfare benefit plans; and

• reviewing and approving director and executive officer indemnification and insurance matters, and any employee loans in an amount equal to or greater than US$ 120,000.

In the fiscal year ended June 30, 2009, our compensation committee held meetings or passed resolutions by unanimous written consent three times.

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Corporate Governance and Nominating Committee. Our corporate governance and nominating committee consists of Mr. Conrad Kwong Yue Tsang, Mr. Shengli Zheng and Mr. Benzhong Wang, all of whom satisfy the “independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. Mr. Tsang is the chair of our corporate governance and nominating committee. The purpose of this committee is to assist our board of directors in discharging the board’s responsibilities regarding, among other things, identification and recommendation of qualified candidates as members of our board and its committees, and annual review of the composition of our board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

• recommending to our board of directors for nomination or appointment by the board such candidates as the committee has found to be well qualified and willing and ready to be elected or reelected to serve as our members of our board or its committees or to fill any vacancies on our board or its committees, respectively;

• reviewing annually the composition of our board of directors and its committees in light of the characteristics of independence, qualification, experience and availability of the board members;

• developing and recommending to our board of directors a set of corporate governance guidelines and principles applicable to the company; and

• monitoring of compliance with the company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of our internal rules and procedures to ensure compliance with applicable laws and regulations.

In the fiscal year ended June 30, 2009, our corporate governance and nominating committee did not hold any meetings or pass any resolutions.

Duties of Directors

Under Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests. Mr. Dong Xu and Mr. Benguo Tang, who are our directors and founders, are also the direct shareholders of Noah Zhi Yuan. Their ownership in Noah Zhi Yuan may present potential conflicts of interest. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — The beneficial owners of Noah Zhi Yuan may have potential conflicts of interest with us.” We rely on their duties of loyalty towards us as our directors. As an added measure to address such potential conflicts of interest, each has executed irrevocable powers of attorney to appoint the individual designated by us to be his respective attorney-in-fact. We currently do not have any other measure or policy to address these potential conflicts of interest.

Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. A shareholder has the right to seek damages if a duty owed by our directors is breached.

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until their resignation, death or incapacity or until their respective successors have been elected and qualified in accordance with our shareholders agreement and our articles of association. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) dies or is found by our company to be or becomes of unsound mind.

D. Employees

We had 907 and 953 employees as of June 30, 2007 and 2008, respectively. As of June 30, 2009, we had 853 employees, including 136 engineers, 112 content developers, 427 sales and customer support staff and 111 part-time content developers.

We offer our employees merit-based bonuses based on the overall performance of our company, the performance of the department and the individual. Our employees are not covered by any collective bargaining agreement. We consider our relations with our employees to be good.

We are required by applicable PRC regulations to contribute for our employees certain amounts, based on our employees’ aggregate salaries, to a pension contribution plan, a medical insurance plan, a housing fund, an unemployment insurance plan, a personal injury insurance plan and a maternity insurance plan. In the past, we made insufficient contributions to these funds and plans because of our misunderstanding of the complex rules and regulations, which were not applied uniformly across the cities in which we had employees. Although we have not been challenged by the relevant government authorities, we subsequently determined that our contributions were insufficient. We have since set aside provisions in the amount of RMB 5.7 million, RMB 6.6 million and RMB 7.2 million (US$ 1.1 million) as of June 30, 2007, 2008 and 2009, respectively, to cover the shortfall in past contributions. We have made the required payments in compliance with the applicable laws and regulations since July 2007.

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E. Share Ownership

The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of September 30, 2009, by:

• each of our directors and executive officers; and

• each person known to us to own beneficially more than 5% of our ordinary shares.

As of September 30, 2009, there were 40,264,155 ordinary shares outstanding, which included 1,779,596 ordinary shares issued to The Bank of New York Mellon, our depositary, in June 2008 to facilitate our future issuance of ADSs upon the exercise of options under our share incentive plan but are excluded from the balance sheet herein for accounting purposes. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of September 30, 2009, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

	Shares Beneficially Owned
	Number		%
Directors and Executive Officers(1):
Dong Xu(2)		8,126,711		20.2
Jerry He(3)		*		*
Benguo Tang(4)		5,268,268		13.1
Xiaotong Wang(5)		4,487,890		11.1
Xianquan Xiao(6)		1,707,760		4.2
Xiao Chen(7)		*		*
Guangnan Ni(8)		*		*
Conrad Kwong Yue Tsang(9)		3,364,669		8.4
Dora Li(10)		*		*
Yi Liu(11)		*		*
Ming Ouyang(12)		*		*
Wei Zheng(13)		*		*
All Directors and Executive Officers as a Group		23,271,520		57.7
Principal Shareholders:
Jointly Gold Technologies Ltd.(14)		8,078,200		21.0
First Win Technologies Ltd.(15)		5,268,268		13.1
Global Wise Technologies Ltd.(16)		4,487,890		11.7
Baring Asia II Holdings (22) Limited(17)		3,364,669		8.4
Lehman Brothers Bankhaus AG (i. Ins.)(18)		2,860,500		7.1
Sunshine Nation Limited(19)		2,647,743		6.6
Dynamic View Investments Limited(20)		1,252,116		3.1

*	Less than 1%
(1)	The business address of our directors and executive officers, except for Mr. Conrad Tsang, is c/o Noah Education Holdings Ltd., 10th Floor, B Building, Futian Tian’an Hi-Tech Venture Park, Futian District, Shenzhen, Guangdong Province, People’s Republic of China.
(2)	Includes 7,416,810 ordinary shares and 661,390 ADSs, representing 661,390 ordinary shares, held by Jointly Gold Technologies Ltd., a British Virgin Islands limited liability company affiliated with Mr. Xu. These shares also include 48,511 ordinary shares issuable upon exercise of options held by Mr. Xu that will be vested as of November 30, 2009.
(3)	Represents ordinary shares issuable upon exercise of options held by Mr. He that will be vested as of November 30, 2009.
(4)	Includes 4,711,208 ordinary shares and 557,060 ADSs, representing 557,060 ordinary shares, held by First Win Technologies Ltd., a British Virgin Islands limited liability company affiliated with Mr. Tang.

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(5)	Includes 3,809,340 ordinary shares and 678,550 ADSs, representing 678,550 ordinary shares, held by Global Wise Technologies Ltd., a British Virgin Islands limited liability company affiliated with Mr. Wang.
(6)	Includes 691,416 ordinary shares and 560,700 ADSs, representing 560,700 ordinary shares, held by Dynamic View Investments Limited, a British Virgin Islands limited liability company, of which Mr. Xiao is the sole director. The shareholders of Dynamic View are Mr. Xiao and seven of our other employees, namely Ruchun Zhang, Baolin Xu, Longxi Liu, Xiaodong Ji, Yong Liu, Fei Zhao and Shun’an Guo. Mr. Xiao disclaims beneficial ownership in the shares held by Dynamic View except to the extent of his pecuniary interest therein. These shares also include 455,644 ordinary shares issuable upon exercise of options held by Mr. Xiao that will be vested as of November 30, 2009.
(7)	Represents ordinary shares issuable upon exercise of options held by Mr. Chen that will be vested as of November 30, 2009.
(8)	Represents ordinary shares issuable upon exercise of options held by Mr. Ni that will be vested as of November 30, 2009.
(9)	Includes 3,364,669 ordinary shares held by Baring Asia II Holdings (22) Limited, a company incorporated in the British Virgin Islands. Mr. Tsang is a board representative of Baring Asia II Holdings (22) Limited. Mr. Tsang disclaims beneficial ownership of all of our shares held by the investment entities affiliated with Baring Asia II Holdings (22) Limited except to the extent of his pecuniary interest therein. The business address of Mr. Tsang is 39th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong.
(10)	Represents ordinary shares issuable upon exercise of options held by Ms. Li that will be vested as of November 30, 2009.
(11)	Represents ordinary shares issuable upon exercise of options held by Mr. Liu that will be vested as of November 30, 2009.
(12)	Represents ordinary shares issuable upon exercise of options held by Mr. Ouyang that will be vested as of November 30, 2009.
(13)	Represents ordinary shares issuable upon exercise of options held by Mr. Zheng that will be vested as of November 30, 2009.
(14)	Jointly Gold Technologies Ltd., a company incorporated in the British Virgin Islands, is affiliated with Dong Xu. The registered address of Jointly Gold Technologies Ltd. is Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands.
(15)	First Win Technologies Ltd., a company incorporated in the British Virgin Islands, is affiliated with Benguo Tang. The registered address of First Win Technologies Ltd. is Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands.
(16)	Global Wise Technologies Ltd., a company incorporated in the British Virgin Islands, is affiliated with Xiaotong Wang. The registered address of Global Wise Technologies Ltd. is Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands.
(17)	Includes 3,364,669 ordinary shares held by Baring Asia II Holdings (22) Limited, which is incorporated solely for the purpose of holding shares in our company for the benefit of the entities that comprise The Baring Asia Private Equity Fund II (“Fund II”). The voting and investment power over the shares owned by Baring Asia II Holdings (22) Limited is exercised by the investment committee of Baring Asia Fund II (GP) LP, the sole general partner of Fund II. This investment committee is comprised of Jean Eric Salata, Gordon Shaw Sun Kan and Christopher Brotchie, each of whom disclaims beneficial ownership of all of our shares held by Baring Asia II Holdings (22) Limited, except to the extent of their pecuniary interest therein. The address of Baring Asia II Holdings (22) Limited is P.O. Box 431, 13-15 Victoria Road, St. Peter Port, Guernsey, Channel Islands, GY1 3XD, United Kingdom.
(18)	According to a Schedule 13G filed on October 23, 2009, Lehman Brothers Bankhaus AG (i. Ins.) had shared voting and investment power over 2,860,500 ordinary shares as of December 31, 2008. The address of Lehman Brothers Bankhaus AG (i. Ins.) is Rathenauplatz 1, 60313 Frankfurt am Main, Germany.
(19)	Sunshine Nation Limited is a company incorporated in the British Virgin Islands. The registered address of Sunshine Nation Limited is Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands. Ms. Siyuan Du is the sole owner and director of Sunshine Nation Limited.
(20)	The sole director of Dynamic View Investments Limited, a company incorporated in the British Virgin Islands, is Xianquan Xiao. The shareholders of Dynamic View are Mr. Xiao and seven of our other employees, namely Ruchun Zhang, Baolin Xu, Longxi Liu, Xiaodong Ji, Yong Liu, Fei Zhao and Shun’an Guo. The registered address of Dynamic View Investments Limited is Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands.

As of September 30, 2009, The Bank of New York Mellon, the depositary for our ADS program, was our only U.S. record holder, holding 43.8% of our total outstanding ordinary shares, which included 1,779,596 ordinary shares issued to The Bank of New York Mellon in June 2008 to facilitate our future issuance of ADSs upon the exercise of options under our share incentive plan.

None of our existing shareholders have different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

Item 7. Major Shareholders and Related Party Translations

A. Major Shareholders

Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”

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B. Related Party Transactions

The description in this “Related Party Transactions” section gives effect to the 1 to 2 share split effected on October 5, 2007.

Contractual Arrangements with Noah Zhi Yuan and Its Shareholders

PRC laws and regulations currently restrict foreign ownership in the Internet industry in China. We are a Cayman Islands holding corporation and a foreign legal person under PRC law. Accordingly, we are currently ineligible to apply for the required Internet licenses and permits in China. We conduct our education business in China through contractual arrangements with Noah Zhi Yuan and its shareholders. Noah Zhi Yuan is our consolidated affiliated entity directly owned by Mr. Dong Xu and Mr. Benguo Tang. We have been and are expected to continue to be dependent on Noah Zhi Yuan to operate our online business until we qualify for direct ownership of an online business in China. We have entered into contractual arrangements with Noah Zhi Yuan, pursuant to which we provide services to Noah Zhi Yuan in exchange for payments from them. In addition, we have entered into agreements with Noah Zhi Yuan and each of the shareholders of Noah Zhi Yuan which provide us with the substantial ability to control Noah Zhi Yuan and its future subsidiaries. For a description of these contractual arrangements, see “Item 4. Information on the Company — C. Organizational Structure — Contractual Arrangements with Noah Zhi Yuan and Its Shareholders.”

Private Placements

On March 16, 2007, certain of our ordinary shareholders and Baring Asia completed a sale of 903,952 ordinary shares and 1,628,114 Series A preference shares, respectively, to Lehman Brothers at a purchase price of US$ 5,000,000 and US$ 10,000,000, respectively. In addition, we granted a warrant to Lehman Brothers to purchase up to a certain number of our newly issued ordinary shares at any time during a one-year period commencing six months after our initial public offering. The exercise price of the warrant was based on the average market closing price of our shares for the 20 consecutive trading days immediately prior to the exercise date. The number of shares Lehman Brothers was entitled to purchase under the warrant was equal to US$ 7,500,000 divided by the exercise price, rounded up to the nearest whole number. The warrant issued to Lehman Brothers expired in April 2009.

On April 13, 2007, three of our ordinary shareholders, Jointly Gold Technologies Ltd., First Win Technologies Ltd. and Global Wise Technologies Ltd., sold an aggregate of 162,812 ordinary shares to Great Joy Group Limited at a total purchase price of US$ 1,000,000.

Shareholders’ Agreement

In connection with our issuance of warrants and the sale by certain of our shareholders of ordinary shares and preference shares in March 2007, we and our shareholders entered into an Amended and Restated Shareholders’ Agreement, which amended and restated the shareholders agreements we had previously entered into with the investors of our Series A preference shares. Under this shareholders’ agreement, the maximum number of persons comprising our and our subsidiaries’ boards of directors is six, including the following: one person nominated by the majority of the preference shareholders, four persons are to be nominated by a group of our shareholders consisting of (a) companies controlled by Messrs. Dong Xu, Benguo Tang, Xiaotong Wang and Xianquan Xiao and (b) Master Topful Limited and Gallop Jumbo International Limited, and one person is to be nominated by a unanimous resolution of all our shareholders. The preference shareholders have preemptive rights with respect to any issuance of securities by us, subject to certain exceptions, including our issuance of securities in connection with our initial public offering. Our preference shareholders are also entitled to certain rights, such as registration rights under the shareholders’ agreement. Except for the registration rights, the shareholders’ agreement has terminated automatically upon the closing of our initial public offering in October 2007.

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Legal Reorganization

In April 2004, in connection with the incorporation of our offshore holding company and in anticipation of our acquisition of assets of the translation device business of Shenzhen Noah Industrial Co., Ltd., or Noah Industrial, we issued at the par value of US$ 0.00005 per share: (1) 5,700,000 ordinary shares (two of which were satisfied by the transfer of the subscriber shares) to First Win Technologies Ltd., a company controlled by Benguo Tang, (2) 8,550,000 ordinary shares to Jointly Gold Technologies, Ltd., a company controlled by Dong Xu, (3) 4,750,000 ordinary shares to Global Wise Technologies Ltd., a company controlled by Xiaotong Wang, and (4) 1,000,000 ordinary shares to Gallop Jumbo International Limited, a company controlled by Li Ma. In April 2004, we also issued 1,473,442 ordinary shares at par value to Dynamic View Investments Limited, a company of which Xianquan Xiao, our then vice president, sales, is currently the sole director. The shareholders of Dynamic View are Mr. Xiao and seven of our other employees.

In May 2004, we acquired a 100% equity interest in New Noah Technology (Shenzhen) Co., Ltd., or New Noah, from Dong Xu, Benguo Tang, Xiaotong Wang and Li Ma for US$ 1.2 million.

In June 2004, we acquired from Noah Industrial the assets and liabilities related to its translation device business at an agreed book value of RMB 65.3 million. The shareholders of Noah Industrial were Benguo Tang, Dong Xu, Xiaotong Wang and Li Ma. Noah Industrial waived payment of the consideration. This acquisition is accounted for as a legal reorganization and Noah Industrial’s assets and liabilities were transferred at their historical costs.

Also in June 2004, Innovative Noah Electronic (Shenzhen) Co., Ltd., or Innovative Noah, our wholly owned subsidiary, was granted an option by Noah Industrial to purchase 18.8% of the equity interest in Sichuan Nanshan Zhiqiao Micro-electronic Co., Ltd, or Sichuan Nanshan, owned by Noah Industrial for a price of RMB 21.8 million. Pursuant to our reorganization in 2004, we also received a 13% equity interest in Sichuan Nanshan in settlement of receivables due from the shareholder of Sichuan Nanshan. Because Sichuan Nanshan continued to be loss making, we disposed of this equity interest to Noah Industrial in July 2006 for RMB 1,790,000, the carrying value as the time of disposal. We gave up the right to exercise the option over the 18.8% equity interest in Sichuan Nanshan.

In September 2005, Benguo Tang entered into a share transfer agreement with New Noah pursuant to which Mr. Tang transferred 10% of the equity interest in Chengdu Noah Electronic Co., Ltd., or Chengdu Noah, to New Noah for RMB 1 million. Concurrently, New Noah entered into a share transfer agreement with Noah Industrial, pursuant to which Noah Industrial transferred all of its equity interest (90%) in Chengdu Noah to New Noah for RMB 9 million. In December 2005, New Noah agreed to transfer all of its equity interest in Chengdu Noah back to Mr. Tang and Noah Industrial for RMB 1 million and RMB 9 million, respectively, and the transfer was completed in September 2006. We had acquired Chengdu Noah equity initially to enhance our research and development capability but resold the equity after we determined that Chengdu Noah’s focus did not fit our business plans.

In June 2004, Noah Industrial, New Noah and Innovative Noah entered into an exclusive service agreement, whereby New Noah and Innovative Noah agreed to appoint Noah Industrial to develop, reproduce, produce, distribute, install and promote certain software products. The agreement expired one year after the completion of our initial public offering. New Noah and Innovative Noah were obligated under the agreement to purchase annually goods and services from Noah Industrial totaling at least RMB 2 million so that Noah Industrial could retain certain favorable tax treatments dependant on the level of its revenues. The obligation to purchase RMB 2 million of goods or services annually may be adjusted if the related tax treatment requirements are changed, with the approval from Noah Technology and the unanimous consent of 51% of our Series A preference shareholders. In addition, in order to retain such favorable tax treatment, Noah Industrial is allowed under the agreement to enter inter other business arrangements to satisfy the revenue requirement. Goods and services purchased by New Noah and Innovative Noah are to be at market price, as would be entered into by arms-length negotiations, and Noah Industrial may refuse prices lower than market prices.

During the term of the exclusive service agreement, without the written consent of New Noah and Innovative Noah, Noah Industrial may not:

• provide any similar services to any third party, or engage in any other business,

• purchase equipment, materials or stationary of more than RMB 300,000,

• employ any person unless it is necessary to carry out the business as appointed by New Noah and Industrial Noah,

• enter into any loan or financing arrangement beyond US$ 100,000, or

• gift, lease, sell or license software products not developed for New Noah and Innovative Noah.

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In any event, during the term of the exclusive service agreement, Noah Industrial may not realize annual revenue of more than RMB 2 million from sales to New Noah or Innovative Noah.

No purchases from Noah Industrial by New Noah and Innovative Noah have been made as of the date of this annual report.

Transactions with Noah Zhi Yuan

In December 2006, Noah Zhi Yuan and Innovative Noah entered into a lease contract whereby Innovative Noah leased to Noah Zhi Yuan the premises located at Futian Tian’an Technology Zone Building B1003. The term of lease was two years, beginning December 1, 2006 and terminating December 1, 2008. The monthly rent was RMB 31,723.

In October 2006, New Noah sold to Noah Zhi Yuan certain fixed assets for RMB 764,684. During October and November 2006, as part of a restructuring plan, we arranged for certain contracts, consisting mainly of purchase and supply contracts, that had been entered into between New Noah and third parties to be assigned to Noah Zhi Yuan.

Equity Compensation Plan

Pursuant to our 2006 equity compensation plan, 1,473,442 shares were issued to Master Topful on October 26, 2006. In June 2007, we terminated our 2006 plan and implemented our 2007 equity compensation plan. Master Topful was controlled by us through Xianquan Xiao, our director and then vice president, sales. See “Item 6. Directors, Senior Management and Employees — B. Compensation — Share Incentives.”

Advances to Related Parties

From time to time, we make advances to employees for travel and related expenses incurred in connection with business activities undertaken on our behalf.

Distributorships

Our distributors included Chengdu Nuo Ya Wei Ye Trading Co., Ltd., a company that was controlled by Xianquan Xiao, our then vice president, sales. Chengdu Nuo Ya Wei Ye ceased to be our related party when Xianquan Xiao transferred his equity interests in Chengdu Nuo Ya Wei Ye to an unrelated party in late 2006.

The following table sets forth our net revenue derived from sales to these distributors for the periods indicated.

	Year ended June 30,
Name of related party	2007		2008		2009
	(RMB)		(RMB)		(RMB)		(US$)
Chengdu Nuo Ya Wei Ye		18,440		—		—		—

Employment Agreements

See “Item 6. Directors, Senior Management and Employees — A. Directors and Senior Management — Employment Agreements.”

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Related Party Transaction Policy

We adopted an audit committee charter and a related party transaction policy that require the audit committee to review all related party transactions on an ongoing basis and all such transactions to be approved by the committee.

C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

See “Item 18. Financial Statements.”

Legal Proceedings

On October 27, 2008, a securities class action lawsuit, entitled Seidel v. Noah Education Holdings, Ltd. et al., Case No. 08-Civ-9203 was filed in the United States District Court for the Southern District of New York against us in connection with our October 2007 initial public offering. The plaintiffs in this case allege that the registration statement of our October 2007 initial public offering purported to warn about the potential impact of increases in component costs, but failed to disclose that we were then experiencing increased raw material costs. The plaintiffs allege federal securities law violations and seek unspecified damage. On November 3, 2008, two additional securities class action lawsuits, entitled Schapiro v. Noah Education Holdings, Ltd. et al., Case No. 08-Civ-9427 and Sebik v. Noah Education Holdings, Ltd. et al., Case No. 08-Civ-9509 were filed in the United States District Court for the Southern District of New York against us with substantially the same allegation. The court has consolidated these complaints into a single action and the consolidated complaint added a new allegation, claiming the registration statement of our October 2007 initial public offering failed to disclose that one model of our DLD products did not include a recycling warning sticker required under Chinese laws. We have filed a motion to dismiss the consolidated case, which is currently pending.

In October 2005 and December 2006, Beijing Ren’ai Educational Institution, or Beijing Ren’ai, commenced two separate proceedings at Beijing First Intermediate People’s Court against Innovative Noah for alleged infringement of Beijing Ren’ai’s copyright in its textbooks and recorded pronunciations of English words used by Innovative Noah on its website. For reasons unknown to us, Beijing Ren’ai voluntarily withdrew its first legal proceeding in December 2006 and its second legal proceeding in February 2007. In July 2007, Beijing Ren’ai commenced two new legal proceedings at Beijing Haidian District People’s Court and Anhui Province Hefei City Intermediate People’s Court against Innovative Noah on substantially the same grounds and claimed RMB 500,000 as compensation. The judgments of the legal proceedings were delivered in May 2008 and July 2008, and Innovative Noah was ordered to settle compensation of approximately RMB 165,000 and RMB 63,000 to Ren’ai, respectively. In September 2008, Innovative Noah appealed the judgment of Auhui Province Hefei City Intermediate People’s Court to Anhui Province Higher People’s Court. In June, 2009, the appellate court issued the final judgment ordering us to pay settlement compensation of approximately RMB 62,000 to Ren’ai. We paid the compensation in July 2009. In January 2009, Innovative Noah appealed the judgment of Beijing Haidian District People’s Court to the appellate court, Beijing First Intermediate People’s Court, and the case remains pending as of the date of this annual report. In August 2009, Beijing Ren’ai filed a new proceeding at Beijing Haidian District People’s Court against Innovative Noah for the same cause of action. Innovative Noah objected on jurisdiction grounds to the court and the case remains pending as of the date of this annual report.

In August 2008, Beijing Chinese Online Cultural Development Co., Ltd., or Beijing Chinese Online, filed a proceeding at Shenzhen Futian District People’s Court against Innovative Noah and Noah Zhi Yuan for alleged infringement of Beijing Chinese Online’s copyrights. The case was settled by compensation of approximately RMB 324,266 to the plaintiff.

In November 2008 and January 2009, Shenzhen Wanhong Technology Development Co., Ltd., or Shenzhen Wanhong, filed two separate proceedings at Shenzhen Intermediate People’s Court and Jinan Intermediate People’s Court against Innovative Noah and New Noah for alleged infringement of Shenzhen Wanhong’s patent rights. In September 2009, the appellate court, Guangdong Province Higher People’s Court, issued the final judgment dismissing all the claims of Shenzhen Wanhong. In relation to the case filed at Jinan Intermediate People’s Court, Innovative Noah and New Noah requested the Patent Reexamination Board of the State Intellectual Property Office to reexamine Shenzhen Wanhong’s patent and declare it invalid. As a result of reexamination, the Patent Reexamination Board invalidated Shenzhen Wanhong’s patent. Shenzhen Wanhong consequently filed an administrative action against the Patent Reexamination Board at Beijing First Intermediate People’s Court. As of the date of this annual report, the validity of Shenzhen Wanhong’s patent right has not been determined and the case filed at Jinan Intermediate People’s Court remains pending.

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In addition, in the past three years, we have been subject to one other intellectual property legal proceeding against us. The plaintiff withdrew its claim and settled with us after we agreed to license certain intellectual property from it.

We have endeavored to comply with applicable PRC laws and regulations relating to intellectual property, have instructed all of our employees and contractors to refrain from engaging in any copyright infringement activities, and are in the process of adopting more stringent policies and procedures in this regard. However, we cannot assure you that all our personnel will strictly comply with this policy. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business and Our Industry — Third parties have brought intellectual property infringement claims against us in the past, and may bring similar claims in the future.”

Dividend Policy

On May 9, 2005, we declared a cash dividend of RMB 16 million to holders of our ordinary shares and preference shares in proportion to their respective share ownership, on an as converted basis, of RMB 12.3 million and RMB 3.7 million, respectively. On December 22, 2006, we declared a cash dividend of RMB 76 million to holders of our ordinary shares and preference shares in proportion to their respective share ownership, on an as converted basis, of RMB 58.3 million and RMB 17.7 million, respectively. On December 19, 2008, we declared a cash dividend of US$ 0.56 per ordinary shares for fiscal 2008 to shareholders as of December 31, 2008, amounted totally to RMB 137.5 million (US$ 20.1 million), of which RMB 51.3 million (US$ 7.5 million) was out of our retained earnings and the remaining RMB 86.2 million (US$ 12.6 million) out of our addition-paid-in capital.

We are a holding company incorporated in the Cayman Islands. We rely on dividends from our subsidiaries in China to fund our payment of dividends, if any, to our shareholders. Current PRC regulations permit our subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside a certain amount of its accumulated after-tax profits each year, if any, to fund certain statutory reserves. These reserves may not be distributed as cash dividends. Further, if our subsidiaries in China incur debt on their own behalf, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Furthermore, the new PRC enterprise income tax law that became effective on January 1, 2008 eliminates the current exemption of enterprise income tax on dividend derived by foreign investors from foreign invested enterprises and imposes on our subsidiaries in China an obligation to withhold tax on dividend distributions to their non-PRC shareholders, provided that such non-PRC shareholders are not classified as resident enterprises.

Our board of directors has complete discretion as to whether to distribute dividends, subject to the approval of our shareholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. Our board of directors has no intention to distribute any dividends in the near future.

If we pay any dividends, the depositary will pay you the dividends it receives on our ordinary shares, after deducting its fees and expenses. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

B. Significant Changes

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.

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Item 9. The Offer and Listing

A. Offer and Listing Details

The following table provides the high and low trading prices for our ADSs on The New York Stock Exchange for the periods indicated since our initial public offering.

	Sales Price
	High		Low
Yearly High and Low
Fiscal year ended June 30, 2008 (from October 19, 2007)		23.70		4.76
Fiscal year ended June 30, 2009		5.91		1.85
Quarterly High and Low
Fiscal quarter ended December 31, 2007		23.70		6.45
Fiscal quarter ended March 31, 2008		8.40		4.76
Fiscal quarter ended June 30, 2008		8.49		5.13
Fiscal quarter ended September 30, 2008		5.91		3.45
Fiscal quarter ended December 31, 2008		4.27		1.85
Fiscal quarter ended March 31, 2009		3.55		2.30
Fiscal quarter ended June 30, 2009		4.78		2.88
Fiscal quarter ended September 30, 2009		5.42		3.50
Monthly Highs and Lows
May 2009		4.47		3.02
June 2009		4.78		3.70
July 2009		4.96		3.50
August 2009		5.42		4.35
September 2009		5.15		4.31
October 2009		5.90		4.31
November 2009 (through November 19)		6.16		4.72

B. Plan of Distribution

Not applicable.

C. Markets

Our ADSs, each representing one ordinary share, have been listed on The New York Stock Exchange since October 19, 2007 under the symbol “NED.”

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. Additional Information

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

We are a Cayman Islands company and our affairs are governed by our memorandum and articles of association and the Companies Law (2009 Revision) of the Cayman Islands, which is referred to as the Companies Law below.

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As of the date of this annual report, our authorized share capital consists of 1,000,000,000 ordinary shares at the par value of US$ 0.00005 each. The following are summaries of material provisions of our currently effective amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares.

Ordinary Shares

General. All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote their shares.

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors from funds lawfully available therefor.

Voting Rights. Voting at any shareholders’ meeting is by show of hands unless a poll is demanded. On a show of hands, every shareholder will have one vote, and on a poll, every shareholder will have one vote for each share registered in his name in the register of members. A poll may be demanded by our chairman or any shareholder holding not less than 10% of the shares giving a right to vote at the meeting, present in person or by proxy.

A quorum required for a meeting of shareholders consists of shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, holding at least one third of the issued voting share capital. Shareholders’ meetings may be (but are not required to be) held annually and may also be convened by our board of directors on its own initiative or upon a request to the directors by shareholders holding in aggregate not less than one-third of our voting share capital. Advance notice of at least 14 days is required for the convening of our annual general meeting and other shareholders’ meetings.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast in a general meeting. A special resolution is required for important matters such as an amendment to our memorandum and articles of association and a change of name. Holders of the ordinary shares may effect certain changes by ordinary resolution, including altering the amount of our authorized share capital, sub-dividing our existing shares, consolidating and dividing all or any of our share capital into shares of larger amount than our existing shares, and cancelling any unissued shares.

Transfer of Shares. Subject to the restrictions of our memorandum and articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board.

Our board of directors may, in its sole discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. If our directors refuse to register a transfer they must, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers may not be suspended nor the register closed for more than 30 days in any year.

Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), proceeds from disposition of assets lawfully available for distribution among the holders of ordinary shares must be distributed among the holders of the ordinary shares on a pro rata basis.

Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid within the specified time are subject to forfeiture.

Redemption of Shares. Subject to the provisions of the Companies Law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as the directors may, before the issue of shares, determine.

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Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to our articles of association, be varied either with the written consent of the holders of a majority of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See “Item 10. Additional Information ¾ H. Documents on Display.”

Limitations on the Rights to Own Shares: There are no limitations on the right to own our shares.

Disclosure of Shareholder Ownership: There are no provisions in our proposed amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Differences in Corporate Law

The Companies Law is modeled after that of the United Kingdom but does not follow recent United Kingdom statutory enactments. In addition, the Companies Law differs from laws applicable to Delaware corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in Delaware and their shareholders.

Mergers and Similar Arrangements.

The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes:

• a “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company; and

• a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company.

In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by either:

• a special resolution of the shareholders of each constituent company voting together as one class, if the shares to be issued to each shareholder in the consolidated or surviving company will have the same rights and economic value as the shares held in the relevant constituent company; or

• a shareholder resolution of each constituent company passed by a majority in number representing 75% in value of the shareholders voting together as one class.

The plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares if they follow the required procedures, subject to certain exceptions. The fair value of the shares will be determined by the Cayman Islands court if it cannot be agreed among the parties. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

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In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

• the statutory provisions as to majority vote have been met;

• the shareholders have been fairly represented at the meeting in question;

• the arrangement is such that a businessman would reasonably approve; and

• the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

When a take-over offer is made and accepted by holders of 90.0% of the shares within four months, the offerer may, within a two month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith or collusion.

If the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders’ Suits.

The Cayman Islands courts can be expected to follow English case law precedents. The Cayman Islands courts have applied and followed common law principles that permit a minority shareholder to commence a class action against the company or a derivative action in the name of the company to challenge (a) an act that is outside the company’s corporate powers or that is illegal, (b) an act constituting a fraud against the minority where the wrongdoers are themselves in control of the company, and (c) an action requiring a resolution passed by a qualified or special majority that has not been obtained.

We are not aware of any reported class action or derivative action having been brought in a Cayman Islands court. In principle, we will normally be the proper plaintiff and a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

• a company is acting or proposing to act illegally or ultra vires;

• the act complained of, although not ultra vires, could be effected duly if authorized by more than a simple majority vote which has not been obtained; and

• those who control the company are perpetrating a “fraud on the minority.”

Directors’ Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components, the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director must act in a manner he or she reasonably believes to be in the best interests of the corporation. A director must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interests of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.

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As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company, and therefore it is considered that he or she owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit out of his or her position as director (unless the company permits him or her to do so) and a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interests or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, there are indications that the courts are moving towards an objective standard with regard to the required skill and care.

Under our memorandum and articles of association, directors who are in any way, whether directly or indirectly, interested in a contract or proposed contract with our company are required to declare the nature of their interest at a meeting of the board of directors. Following such declaration, a director may vote in respect of any contract or proposed contract notwithstanding his interest.

Shareholder Action by Written Resolution. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Under Cayman Islands law, a corporation may eliminate the ability of shareholders to approve corporate matters by way of written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matters at a general meeting without a meeting being held. Our memorandum and articles of association allow shareholders to act by written resolutions.

Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled for a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, our memorandum and articles of association do not provide for cumulative voting.

Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our memorandum and articles of association, directors can be removed by the passing of a special resolution.

Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date on which such person becomes an interested shareholder. An interested shareholder generally is one which owns or owned 15% or more of the target’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction that resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions entered into must be bona fide in the best interests of the company and not with the effect of perpetrating a fraud on the minority shareholders.

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Dissolution; Winding Up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. The Delaware General Corporation Law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors. Under our memorandum and articles of association, if our company is wound up, the liquidator of our company may distribute the assets only by the vote of holders of a majority of our outstanding shares being entitled to vote in person or by proxy at a shareholder meeting.

Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our memorandum and articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the vote of holders of a majority of the shares of such class entitled to vote in person or by proxy at a shareholder meeting.

Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Our memorandum and articles of association may only be amended with the sanction of a special resolution passed at a general meeting of holders of shares of that class or with the sanction of the holders of a majority of the issued shares of that class.

Inspection of Books and Records. Under the Delaware General Corporation Law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger, list of shareholders and other books and records. Holders of our shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we intend to provide our shareholders with annual reports containing audited financial statements.

Anti-Takeover Provisions in Our Memorandum and Articles of Association. Some provisions of our memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.

Rights of Non-Resident or Foreign Shareholders. There are no limitations imposed by Cayman Islands law or by our memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Indemnification. Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

Under our memorandum and articles of association, we may indemnify our directors and officers against costs, charges, expenses, judgments losses, damages or liabilities sustained by such persons in connection with actions or proceedings to which they are party or are threatened to be made a party by reason of their acting as our directors or officers, other than as a result of such person’s actual fraud or willful default.

We have entered into indemnification agreements with our directors and executive officers to indemnify them to the fullest extent permitted by applicable law and our articles of association, from and against all costs, charges, expenses, liabilities and losses incurred in connection with any litigation, suit or proceeding to which such director is or is threatened to be made a party, witness or other participant, except in certain situations involving gross negligence or misconduct, or deliberate and purposeful dishonesty or fraud.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and therefore is unenforceable.

Registration Rights

Pursuant to the restated and amended shareholders agreement dated March 7, 2007, we have granted certain registration rights to holders of our registrable securities, which mean ordinary shares issued to or to be issued to our Series A preference shareholders. Set forth below is a description of the registration rights granted under the agreement.

Demand Registration Rights. At any time commencing six months after our initial public offering, holders of at least 5% of all our issued and outstanding share capital on a fully diluted and as converted basis have the right to demand that we file a registration statement covering the offer and sale of their securities. We, however, are not obligated to effect a demand registration (1) after we have already effected three demand registrations, (2) during the period beginning on the 60^th business day prior to our good faith estimate of the filing date of, and ending on the 180^th business day after the effective date of, a public offering of our securities initiated by us, (3) if the securities to be registered can be registered on Form F-3, (4) less than 30% of registrable securities are requested for registration, or (5) within 6 months preceding the request we effected a registration as requested or on Form F-3, or in which holders of registrable securities may participate pursuant to provisions for piggyback registration. We have the right to defer filing of a registration statement for up to 90 days if we provide the requesting holders a certificate signed by either our president or chief executive officer stating that in the good faith judgment of our board of directors that filing of a registration statement will be seriously detrimental to us and our shareholders for such registration statement to be in effect at such time, but we cannot exercise the deferral right more than once in any 12-month period and we cannot register any securities for the account of ourselves or any other shareholder during such 90-day period.

Piggyback Registration Rights. If we propose to file a registration statement for a public offering of our securities other than, among other things, pursuant to an F-3 registration statement or other than relating to a stock option plan or a corporate reorganization, then we must offer holders of registrable securities an opportunity to include in the registration all or any part of their registrable securities. The underwriters of any underwritten offering will have the right to limit the number of shares having registration rights to be included in the registration statement.

Form F-3 Registration Rights. When we are eligible for use of Form F-3, holders of our registrable securities then outstanding have the right to request that we file a registration statement under Form F-3. We are not obligated to file a registration statement on Form F-3 (1) if we have, within the six-month period preceding the date of such request, already effected one registration, (2) if Form F-3 is not available for the offering by holders of registrable securities, or (3) if holders of registrable securities propose to sell such securities at an aggregate price of less than US$ 1 million. We have the right to defer filing of a registration statement for up to 90 days if we provide the requesting holders a certificate signed by either our president or chief executive officer stating that in the good faith judgment of the board of directors that filing of a registration statement will be seriously detrimental to us and our shareholders for such registration statement to be in effect at such time, but we cannot exercise the deferral right more than once in any 12-month period and we cannot register any securities for the account of ourselves or any other shareholder during such 90-day period.

Expenses of Registration. We will pay all expenses, other than underwriting discounts and commissions, relating to any demand, piggyback or F-3 registration.

C. Material Contracts

We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” or elsewhere in this annual report.

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D. Exchange Controls

See “Item 4. Information on the Company — B. Business Overview — Regulation — Regulations on Foreign Exchange.”

E. Taxation

The following summary of the material Cayman Islands and United States federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under state, local and other tax laws.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. There are no exchange control regulations or currency restrictions in the Cayman Islands.

People’s Republic of China Taxation

Under the new PRC enterprise income tax law and the implementing rules that became effective on January 1, 2008, dividends, interests, rents, and royalties payable by a foreign-invested enterprise in China to its foreign investor who is a non-resident enterprise, as well as gains on transfers of shares of a foreign-invested enterprise in the PRC by such a foreign investor, will be subject to a 10% withholding tax, unless such non-resident enterprise’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced rate of withholding tax. The Cayman Islands, where the Company is incorporated, does not have such a tax treaty with China. Therefore, if the Company is considered a non-resident enterprise for purposes of the new PRC enterprise income tax law, a 10% withholding tax will be imposed on dividends paid to the Company by its subsidiaries in China. In such a case, there will be no PRC withholding tax on dividends paid by the Company to investors that are not PRC legal or natural persons or on any gain realized on the transfer of ADSs or shares by such investors. However, PRC income tax will apply to dividends paid by the Company to investors that are PRC legal or natural persons and to any gain realized by such investors on the transfer of ADSs or shares.

Under the new PRC enterprise income tax law that became effective on January 1, 2008, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise” and will be subject to the PRC enterprise income tax at the rate of 25% on its global income. The implementing rules of the new PRC enterprise income tax law define “de facto management” as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. It remains unclear how the PRC tax authorities will interpret such a broad definition. If we were to be considered a “resident enterprise” by the PRC tax authorities, our global income would be subject to tax under the new PRC enterprise income tax law at the rate of 25% and, to the extent we were to generate a substantial amount of income outside of PRC in the future, we would be subject to additional taxes. Because substantially all of our management are currently located in China, we and our offshore subsidiaries may be considered PRC resident enterprises and therefore be subject to the PRC enterprise income tax at the rate of 25% on our worldwide income. Notwithstanding the foregoing provision, the new PRC enterprise income tax law also provides that, if a resident enterprise directly invests in another resident enterprise, the dividends received by the investing resident enterprise from the invested enterprise are exempted from income tax, subject to certain conditions. Therefore, if we are classified as a resident enterprise, the dividends received from our PRC subsidiary may be exempted from income tax. However, it remains unclear how the PRC tax authorities will interpret the PRC tax resident treatment of an offshore company, having ownership interest in a PRC enterprise.

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Moreover, under the new PRC enterprise income tax law, a withholding tax at the rate of 10% is applicable to dividends payable to investors that are “non-resident enterprises,” which do not have an establishment or place of business in China, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such interest or dividends have their sources within China unless such non-resident enterprises can claim treaty protection. As such, these non-resident enterprises would enjoy a reduced withholding tax from treaty. Similarly, any gain realized on the transfer of ADSs or shares by such investors is also subject to a 10% withholding tax if such gain is regarded as income derived from sources within the PRC. If the Company is considered a PRC resident enterprise, it is unclear whether the dividends the Company pays with respect to the Company’s ordinary shares or ADSs, or the gain you may realize from the transfer of the Company’s ordinary shares or ADSs, would be treated as income derived from sources within the PRC and be subject to PRC withholding tax.

United States Federal Income Taxation

The following discussion describes the material U.S. federal income tax consequences to U.S. Holders (as defined below) under present law of an investment in the ADSs or ordinary shares. This summary applies only to investors that hold the ADSs or ordinary shares as capital assets and that have the U.S. dollar as their functional currency. This discussion is based on the tax laws of the United States as in effect on the date of this annual report and on U.S. Treasury regulations in effect, as of the date of this annual report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The following discussion does not deal with the tax consequences to any particular investor or to persons in special tax situations such as:

• banks;

• financial institutions;

• insurance companies;

• broker dealers;

• traders that elect to mark to market;

• tax-exempt entities;

• persons liable for alternative minimum tax;

• persons holding an ADS or ordinary share as part of a straddle, hedging, conversion or integrated transaction;

• persons that actually or constructively own 10% or more of our voting stock;

• U.S. expatriates;

• persons holding ADSs or ordinary shares through partnerships or other pass-through entities; or

• persons who acquired ADSs or ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation.

U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF ADSs OR ORDINARY SHARES.

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The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply if you are the beneficial owner of ADSs or ordinary shares and you are, for U.S. federal income tax purposes,

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any State or the District of Columbia;

• an estate whose income is subject to U.S. federal income taxation regardless of its source; or

• a trust that (1) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If you are a partner in a partnership (or other entity taxable as a partnership for U.S. federal income tax purposes) that holds ADSs or ordinary shares, your tax treatment generally will depend on your status and the activities of the partnership.

The discussion below assumes that the representations contained in the deposit agreement are true and that the obligations in the deposit agreement and any related agreement will be complied with in accordance with the terms. If you hold ADSs, you should be treated as the holder of the underlying ordinary shares represented by those ADSs for U.S. federal income tax purposes.

The U.S. Treasury has expressed concerns that parties to whom ADSs are pre-released may be taking actions that are inconsistent with the claiming, by U.S. Holders of ADSs, of foreign tax credits for U.S. federal income tax purposes. Such actions would also be inconsistent with the claiming of the reduced rate of tax applicable to dividends received by certain non-corporate U.S. Holders, as described below. Accordingly, the availability of the reduced tax rate for dividends received by certain non-corporate U.S. Holders could be affected by future actions that may be taken by the U.S. Treasury or parties to whom ADSs are pre-released.

Passive Foreign Investment Company

Based on the market price of our ADSs and the value and composition of our assets, we believe we were a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for our taxable year ended June 30, 2009. A Non-U.S. corporation is considered a PFIC for any taxable year if either:

• at least 75% of its gross income is passive income, or

• at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In applying this rule, however, it is not clear whether the contractual arrangements between us and our affiliated entity will be treated as ownership of stock.

We must make a separate determination each taxable year as to whether we are a PFIC (after the close of each taxable year). Because the value of our assets for purposes of the asset test will generally be determined by reference to the market price of our ADSs, our PFIC status will depend in large part on the market price of our ADSs, which may fluctuate significantly. Based on the significant decline in the market price of our ADSs and our retention of a significant amount of cash and cash equivalents during the taxable year ended June 30, 2009, we believe that we were a PFIC for such year. In addition, we believe that there is a significant risk we will be a PFIC for the current taxable year ending June 30, 2010 and for future taxable years, unless the market price of our ADSs increases or we reduce the amount of cash and other passive assets we hold relative to the amount of non-passive assets we hold.

If we are a PFIC for any year during which you hold ADSs or ordinary shares, we generally will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold ADSs or ordinary shares. However, if we cease to be a PFIC, you may avoid some of the adverse effects of the PFIC regime by making a deemed sale election with respect to the ADSs or ordinary shares, as applicable. If such election is made, you will be deemed to have sold our ADSs or ordinary shares you hold at their fair market value and any gain from such deemed sale would be subject to the consequences described in the following paragraph. After the deemed sale election, your ADSs or ordinary shares with respect to which the deemed sale election was made would not be treated as shares in a PFIC and you would not be subject to the rules described below with respect to any “excess distribution” you receive from us or any gain from an actual sale or other disposition of the ADSs or ordinary shares. The rules dealing with deemed sale elections are very complex. You are strongly encouraged to consult your tax advisor as to the possibility and consequences of making a deemed sale election if we cease to become a PFIC and such election becomes available to you.

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For each taxable year that we are treated as a PFIC with respect to you, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the ADSs or ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as an excess distribution. Under these special tax rules, if you receive any excess distribution or realize any gain from a sale or other disposition of the ADSs or ordinary shares:

• the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,

• the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

• the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ADSs or ordinary shares cannot be treated as capital, even if you hold the ADSs or ordinary shares as capital assets.

If we are treated as a PFIC with respect to you for any taxable year, to the extent any of our subsidiaries are also PFICs, you will be deemed to own shares in such lower-tier PFICs that are directly or indirectly owned by us in that proportion that the value of the ADSs or ordinary shares you own bears to the value of all of our ADSs or ordinary shares, and you may be subject to the rules described in the preceding two paragraphs with respect to the shares of such lower-tier PFICs that you would be deemed to own. It is possible that one or more of our subsidiaries were PFICs for the taxable year ended June 30, 2009. You should consult your tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

Alternatively, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock of a PFIC to elect out of the tax treatment discussed above. If you make a mark-to-market election for the ADSs or ordinary shares, you will include in income for each year that we are treated as a PFIC an amount equal to the excess, if any, of the fair market value of the ADSs or ordinary shares as of the close of your taxable year over your adjusted basis in such ADSs or ordinary shares. You are allowed a deduction for the excess, if any, of the adjusted basis of the ADSs or ordinary shares over their fair market value as of the close of the taxable year. However, deductions are allowable only to the extent of any net mark-to-market gains on the ADSs or ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ADSs or ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market loss on the ADSs or ordinary shares, as well as to any loss realized on the actual sale or disposition of the ADSs or ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ADSs or ordinary shares. Your basis in the ADSs or ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable tax rate for qualified dividend income would not apply.

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The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. We expect that the ADSs will continue to be listed on the New York Stock Exchange and, consequently, provided that the ADSs are regularly traded, if you are a holder of ADSs the mark-to-market election would be available to you if we are a PFIC, as we believe we were for our taxable year ended June 30, 2009. If any of our subsidiaries are or become PFICs, the mark-to-market election will not be available with respect to the shares of such subsidiaries that are treated as owned by you. Consequently, you could be subject to the PFIC rules with respect to income of the lower-tier PFICs the value of which already had been taken into account indirectly via mark-to-market adjustments.

In certain circumstances, a U.S. Holder of stock in a PFIC can make a “qualified electing fund election” to mitigate some of the adverse tax consequences of holding stock in a PFIC. However, we do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election.

If you hold ADSs or ordinary shares in any year in which we are a PFIC, you will be required to file Internal Revenue Service Form 8621 regarding distributions received on the ADSs or ordinary shares and any gain realized on the disposition of the ADSs or ordinary shares.

YOU ARE STRONGLY URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE IMPACT OF OUR BEING A PFIC FOR OUR TAXABLE YEAR ENDED JUNE 30, 2009 ON YOUR INVESTMENT IN OUR ADSs AND ORDINARY SHARES AS WELL AS APPLICATION OF THE PFIC RULES TO YOUR INVESTMENT IN ADSs OR ORDINARY SHARES.

Taxation of Dividends and Other Distributions on the ADSs or Ordinary Shares

Subject to the passive foreign investment company rules discussed above, the gross amount of all our distributions to you with respect to the ADSs or ordinary shares will be included in your gross income as dividend income on the date of receipt by the depositary, in the case of ADSs, or by you, in the case of ordinary shares, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). The dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, including individuals, for taxable years beginning before January 1, 2011, dividends may be “qualified dividend income” which is taxed at the lower applicable capital gains rate provided that (1) the ADSs or ordinary shares, as applicable, are readily tradable on an established securities market in the United States, or, in the event we are deemed to be a “PRC resident enterprise” under PRC tax law, we are eligible for the benefits of the income tax treaty between the United States and the PRC, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend was paid or the preceding taxable year, and (3) certain holding period requirements are met. Common or ordinary shares, or ADSs representing such shares, are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the New York Stock Exchange. You should consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our ADSs or ordinary shares, including the effects of any change in law.

Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to ADSs or ordinary shares generally will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.” If PRC withholding taxes apply to dividends paid to you with respect to the ADSs or ordinary shares, you may be able to obtain a reduced rate of PRC withholding taxes under the income tax treaty between the United States and the PRC if certain requirements are met. In addition, subject to certain conditions and limitations, PRC withholding taxes on dividends may be treated as foreign taxes eligible for credit against your U.S. federal income tax liability.

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits, it will be treated first as a tax-free return of your tax basis in your ADSs or ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will generally be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

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Taxation of Disposition of ADSs or Ordinary Shares

Subject to the passive foreign investment company rules discussed above, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of an ADS or ordinary share equal to the difference between the amount realized (in U.S. dollars) for the ADS or ordinary share and your tax basis (in U.S. dollars) in the ADS or ordinary share. The gain or loss will be capital gain or loss. If you are non-corporate U.S. Holder, including an individual, who has held the ADS or ordinary share for more than one year, you will be eligible for reduced tax rates for gains recognized for taxable years beginning before January 1, 2011. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize generally will be treated as U.S. source income or loss.

However, in the event we are deemed to be a Chinese “resident enterprise” under PRC tax law, we may be eligible for the benefits of the income tax treaty between the United States and the PRC. Under that treaty, if PRC tax were to be imposed on any gain from the disposition of the common shares, the gain may be treated as PRC source income. U.S. Holders should consult their tax advisors regarding the creditability of any PRC tax.

Information Reporting and Backup Withholding

Dividend payments with respect to ADSs or ordinary shares and proceeds from the sale, exchange or redemption of ADSs or ordinary shares may be subject to information reporting to the Internal Revenue Service and possible U.S. backup withholding at a current rate of 28%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on Internal Revenue Service Form W-9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the Internal Revenue Service and furnishing any required information.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We previously filed with the SEC a registration statement on Form F-1 (File No. 333-146267) and a prospectus under the Securities Act with respect to the ordinary shares represented by the ADSs. We also filed with the SEC a related registration statement on Form F-6 (File Number 333-146283) with respect to the ADSs.

We are subject to the periodic reporting and other informational requirements. Under the Securities Exchange Act of 1934, the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F: (1) within six months after the end of each fiscal year, which is December 31, for fiscal years ending before December 15, 2011; and (2) within four months after the end of each fiscal year for fiscal years ending on or after December 15, 2011. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained at prescribed rates at the public reference facilities maintained by the Securities and Exchange Commission at Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549, and at the regional office of the Securities and Exchange Commission located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the Commission at 1-800-SEC-0330. The SEC also maintains a web site at http:// www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.

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As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

In accordance with NYSE Rules 203.01, we will post this annual report on Form 20-F on our website at http://www.noahedu.com.cn. In addition, we will provide hardcopies of our annual report free of charge to shareholders and ADS holders upon request.

I. Subsidiary Information

For a listing of our subsidiaries, see “Item 4. Information on the Company— C. Organizational Structure.”

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our exposure to interest rate risk primarily relates to interest income generated by excess cash invested in demand deposits and liquid investments with original maturities of three months or less. Such interest-earning instruments carry a degree of interest rate risk. We have not used any derivative financial instruments to manage our interest rate risk exposure. We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest rates. However, our future interest expense may increase due to changes in market interest rates.

Foreign Exchange Risk

Substantially all of our revenues and most of our expenses are denominated in RMB. Our exposure to foreign exchange risk primarily relates to cash and cash equivalents denominated in U.S. dollars as a result of our past issuances of preferred shares through a private placement and proceeds from our initial public offering. We do not believe that we currently have any significant direct foreign exchange risk and have not hedged exposures denominated in foreign currencies or any other derivative financial instruments. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the foreign exchange rate between U.S. dollars and RMB because the value of our business is effectively denominated in RMB while the ADSs will be traded in U.S. dollars.

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People’s Bank of China. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximately 21.2% appreciation of the RMB against the U.S. dollar by June 30, 2009. There remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar. By way of example, assuming we had converted a U.S. dollar denominated cash balance of US$ 1.0 million as of June 30, 2009 into Renminbi at the exchange rate of US$ 1.00 for RMB 6.8302 as of June 30, 2009, the last business day of June 2009, such a cash balance would have been RMB 6.83 million. Assuming a further 1.0% appreciation of the Renminbi against the U.S. dollar, such a cash balance would have decreased to RMB 6.76 million as of June 30, 2009.

We have not used any forward contracts or currency borrowings to hedge our exposure to foreign currency exchange risk.

Item 12. Description of Securities Other than Equity Securities

Not applicable.

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PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

A. – D. Material Modifications to the Rights of Security Holders

See “Item 10. Additional Information” for a description of the rights of securities holders, which remain unchanged.

E. Use of Proceeds

On October 24, 2007, we completed our initial public offering of ADSs sold by us and a selling shareholder. In the initial public offering, we registered and sold 10,202,641 ADSs (including over-allotment options), representing 10,202,641 ordinary shares, at US$ 14.00 per ADS. The aggregate price of the offering amount registered and sold was approximately US $142.8 million, of which we received net proceeds of approximately US$ 132.7 million. We did not receive any of the proceeds from the sale of ADSs by the selling shareholder. We used the net proceeds received from our initial public offering as follows:

• approximately US$ 7.7 million to fund our expansion into complementary business such as acquiring children’s English language training business;

• approximately US$ 7.7 million to fund research and development efforts; and

• approximately US$ 12.6 million to pay the dividends in the fiscal year ended June 30, 2009.

None of the net proceeds from our initial public offering were paid directly or indirectly to directors or officers of our company or their associates, persons owning 10% or more of our equity securities or our affiliates. Proceeds from our initial public offering that have yet to be applied have been invested in bank deposits.

Item 15T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this annual report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures. Based on such evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for our company, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Management has conducted an assessment, including testing of the design and the effectiveness of our internal control over financial reporting as of June 30, 2009. In making its assessment, management used the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that our internal control over financial reporting was effective as of June 30, 2009.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm, pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no adverse changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 16A. Audit Committee Financial Expert

Our board of directors has determined that Dr. Xiao Chen, an independent director (under the standards set forth in Section 303A of the Corporate Governance Rules of the New York Stock Exchange and Rule 10A-3 under the Exchange Act) and member of our audit committee, is an audit committee financial expert.

Item 16B. Code of Ethics

Our board of directors has adopted a code of ethics that applies to our directors, officers, employees and agents, including certain provisions that specifically apply to our chief executive officer, chief financial officer, chief operating officer, chief technology officer, vice presidents and any other persons who perform similar functions for us. We have filed our code of business conduct and ethics as an exhibit to our registration statement on Form F-1 (No. 333-146267) and posted the code on our website www.noahtech.com.cn. We hereby undertake to provide to any person, without charge, a copy of our code of business conduct and ethics within ten working days after we receive such person’s written request.

Item 16C. Principal Accountant Fees and Services

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte Touche Tohmatsu, our independent registered public accounting firm, for the periods indicated.

	For the Year Ended June 30,
	2008		2009
	(in thousands of US$)
Audit fees (1)		325		325
Audit-related fees (2)		50		50
Tax fees (3)		¾		29
All other fees (4)		¾		¾

(1) “Audit fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.

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(2)	“Audit-related fees” means the aggregate fees billed in each of the fiscal years listed for assurance and related services by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”
(3)	“Tax fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning.
(4)	“All other fees” means the aggregate fees billed in each of the fiscal years listed for products and services provided by our independent registered public accounting firm, other than the services reported in the other categories.

The policy of our audit committee is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm, including audit services, audit-related services, tax services and other services as described above, other than those for de minimus services which are approved by the Audit Committee prior to the completion of the audit.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The table below is a summary of the ADSs repurchased by us as of October 31, 2009. All the ADSs were purchased in the open market.

							Approximate
					Total Number of		Dollar Value of
					ADSs Purchased		ADSs that May
	Total Number of		Average Price		as Part of Publicly		Yet Be Purchased
Period	ADSs Purchased		Paid Per ADS(1)		Announced Plan(2)		Under the Plan(1)
June 18, 2008 – June 25, 2008		143,484	US$	5.93		143,484	US$	9,149,450.83
August 26, 2008 – August 29, 2008		74,500	US$	4.80		74,500	US$	8,792,190.53
September 2, 2008 – September 30, 2008		886,066	US$	4.45		866,066	US$	4,846,440.11
October 8, 2008 – October 31, 2008		536,134	US$	3.18		536,134	US$	3,141,116.02
November 3, 2008 – November 28, 2008		523,484	US$	2.51		523,484	US$	1,826,247.90
December 1, 2008 – November 31, 2008		259,471	US$	2.89		259,471	US$	1,077,412.43
February 19, 2009 – February 27, 2009		68,900	US$	3.09		68,900	US$	864,615.50
March 2, 2009 – March 31, 2009		94,032	US$	3.06		94,032	US$	576,601.97
June 10, 2009 – June 19, 2009		142,551	US$	4.04		142,551	US$	157.75
Total		2,728,622

(1)	Each of our ADSs represents one ordinary share.
(2)	The repurchase plan was publicly announced on March 27, 2008 and provides for the repurchase of up to US$ 10 million of our ordinary shares.

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The ADSs repurchased from July 31, 2008 to June 30, 2009 and their underlying ordinary shares have been cancelled.

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

We believe that there are no significant differences between our corporate governance practices and those of U.S. domestic companies under the listing standards of the New York Stock Exchange.

PART III

Item 17. Financial Statements

We have elected to provide financial statements pursuant to Item 18.

Item 18. Financial Statements

The consolidated financial statements of Noah Education Holdings Ltd. and its subsidiaries are included at the end of this annual report.

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Item 19. Exhibits

Exhibit
Number			Description of Document
	1.1	*	Amended and Restated Memorandum and Articles of Association of the Registrant
	2.1		Registrant’s Specimen American Depositary Receipt (incorporated by reference to Exhibit 4.1 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	2.2		Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.2 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	2.3		Form of Deposit Agreement among the Registrant, the depositary and holders of the American Depositary Receipts (incorporated by reference to Exhibit 4.3 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.1		Share Subscription Agreement, dated June 30, 2004, as amended, relating to the subscription of Series A preference shares in the Registrant (incorporated by reference to Exhibit 4.4 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.2		Share Purchase Agreement, dated March 7, 2007, in respect of the purchase by Lehman Brothers Commercial Corporation Asia Limited of ordinary shares and Series A preference shares in the Registrant from existing holders (incorporated by reference to Exhibit 4.5 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.3		Share Purchase Agreement, dated April 10, 2007, in respect of the purchase by Great Joy Group Limited of ordinary shares in the Registrant from existing holders (incorporated by reference to Exhibit 4.6 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.4		Amended and Restated Shareholders Agreement, dated as of March 16, 2007 (incorporated by reference to Exhibit 4.7 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.5		English translation of Agreement For Trust and Other Relevant Arrangement Relating to 2006 Equity Compensation Plan dated October 26, 2006, together with the English translation of the termination agreement dated June 29, 2006 (incorporated by reference to Exhibit 10.1 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.6		2007 Share Incentive Plan (incorporated by reference to Exhibit 3 of Form 6-K furnished with the Commission on December 19, 2008)
	4.7		2008 Share Incentive Plan (incorporated by reference to Exhibit 4 of Form 6-K furnished with the Commission on December 19, 2008)
	4.8		Form of Indemnification Agreement with the Registrant’s directors (incorporated by reference to Exhibit 10.3 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.9		Form of Employment Agreement with Executive Officers (incorporated by reference to Exhibit 10.4 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.10		English Translation of Software Development and Maintenance Agreement, dated June 8, 2007, between Noah Education and Noah Zhi Yuan (incorporated by reference to Exhibit 10.5 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.11		English Translation of Exclusive Technology Supporting and Consulting Service Agreement, dated June 8, 2007, between Noah Education and Noah Zhi Yuan (incorporated by reference to Exhibit 10.6 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)

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Exhibit
Number			Description of Document
	4.12		English Translation of Content Services Agreement, dated June 8, 2007, between Noah Education and Noah Zhi Yuan (incorporated by reference to Exhibit 10.7 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.13		English Translation of Equity Pledge Agreement, dated June 8, 2007, between Noah Education, Dong Xu and Benguo Tang (incorporated by reference to Exhibit 10.8 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.14		English Translation of Option Agreement, dated June 8, 2007, between Noah Education, Dong Xu and Benguo Tang (incorporated by reference to Exhibit 10.9 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.15		English Translation of Loan Agreement, dated June 8, 2007, between Noah Education, Dong Xu and Benguo Tang (incorporated by reference to Exhibit 10.10 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.16		English Translation of Power of Attorney, dated June 8, 2007, by Xu Dong in favor of Noah Education in respect of Noah Zhi Yuan (incorporated by reference to Exhibit 10.11 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.17		English Translation of Power of Attorney, dated June 8, 2007, by Benguo Tang in favor of Noah Education in respect of Noah Zhi Yuan (incorporated by reference to Exhibit 10.12 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.18		English Translation of Asset Purchase Agreement, dated June 30, 2004, between Noah Industrial and the Registrant (incorporated by reference to Exhibit 10.13 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	4.19	*	English Translation of Purchase & Sale Contract for Commercial House dated February 20, 2009 between Chengdu Hi-tech Real Estate Co., Ltd. and Chengdu Shidai Noah Information Technology Co., Ltd.
	4.20	*	English Translation of Purchase & Sale Contract for Commercial House dated February 20, 2009 between Chengdu Hi-tech Real Estate Co., Ltd. and Chengdu Shidai Noah Information Technology Co., Ltd.
	4.21	*	English Translation of Purchase & Sale Contract for Commercial House dated February 20, 2009 between Chengdu Hi-tech Real Estate Co., Ltd. and Chengdu Shidai Noah Education Software Co. Ltd.
	4.22	*	English Translation of Purchase & Sale Contract for Commercial House dated February 20, 2009 between Chengdu Hi-tech Real Estate Co., Ltd. and Chengdu Shidai Noah Education Software Co. Ltd.
	4.23	*	Share Purchase Agreement dated May 22, 2009 between Sunshine Nation Limited, Tianming Du, Liangdong Du, Siyuan Du and the Registrant
	4.24	*	English Translation of Equity Acquisition Agreement dated May 22, 2009 between Tianmin Du, Liangdong Du, Changsha Xingchen Enterprise Management & Consultation Co., Ltd and Global Ring Limited
	4.25	*	English Translation of Equity Transfer Agreement dated May 22, 2009 between Tianmin Du, Liangdong Du, Changsha Xingchen Enterprise Management & Consultation Co., Ltd. and Shenzhen Zhi Yuan Noah Internet Co., Ltd.
	8.1	*	Subsidiaries of the Registrant
	11.1		Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 from our F-1 registration statement (File No. 333-146267), as amended, initially filed with the Commission on September 24, 2007)
	12.1	*	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	12.2	*	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	13.1	*	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	13.2	*	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	15.1	*	Consent of Deloitte Touche Tohmatsu

* Filed with this annual report on Form 20-F

95

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Noah Education Holdings Ltd.
By:	/s/ Dong Xu
	Name:	Dong Xu
	Title:	Chairman and Chief Executive Officer

Date: November 20, 2009

96

NOAH EDUCATION HOLDINGS LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2007, 2008 AND 2009

	Page(s)
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of June 30, 2008 and 2009		F-2
Consolidated Statements of Operations for the years ended June 30, 2007, 2008 and 2009		F-3
Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the years ended June 30, 2007, 2008 and 2009		F-4
Consolidated Statements of Cash Flows for the years ended June 30, 2007, 2008 and 2009		F-5
Notes to the Consolidated Financial Statements		F-6 – F-42
Schedule 1 — Noah Education Holdings Ltd. — condensed financial statements as of June 30, 2008 and 2009 and for the years ended June 30, 2007, 2008 and 2009		F-43 – F-47

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Noah Education Holdings Ltd.:

We have audited the accompanying consolidated balance sheets of Noah Education Holdings Ltd. and its subsidiaries (the “Company”) as of June 30, 2008 and 2009, the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for each of the three years in the period ended June 30, 2009 and the related financial statement schedule included in Schedule 1. These consolidated financial statements and the related financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the related financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2008 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2009, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

Our audits also comprehended the translation of Renminbi amounts into United States dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2. Such United States dollar amounts are presented solely for the convenience of readers in the United States of America.

/s/ Deloitte Touche Tohmatsu

Deloitte Touche Tohmatsu

Hong Kong

November 20, 2009

F-1

NOAH EDUCATION HOLDINGS LTD.

CONSOLIDATED BALANCE SHEETS

	As of June 30,
	2008			2009			2009
	RMB			RMB			US$
Assets
Current assets
Cash and cash equivalents		260,222,860			493,911,466			72,312,885
Short-term bank deposits		—			274,200,000			40,145,237
Investments		759,875,217			7,978,942			1,168,186
Accounts receivable, net of allowance		171,727,724			181,653,129			26,595,580
Related party receivables		706,088			627,626			91,890
Inventories		84,893,471			151,872,803			22,235,484
Prepaid expenses and other current assets		58,005,597			69,039,625			10,107,994
Deferred tax asset		2,154,472			13,207			1,934
Total current assets		1,337,585,429			1,179,296,798			172,659,190
Property, plant and equipment, net		17,871,691			119,619,947			17,513,389
Intangible assets, net		6,504,214			4,461,760			653,240
Deposits for investment		910,000			21,581,952			3,159,783
Deferred tax asset		—			2,058,180			301,335
Total assets		1,362,871,334			1,327,018,637			194,286,937
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payables		34,827,252			82,560,888			12,087,624
Other payables and accruals		22,444,789			45,809,825			6,706,952
Advances from customers		2,825,530			3,308,173			484,345
Income tax payable		815,911			499,471			73,127
Deferred revenue		3,478,153			1,518,203			222,278
Total current liabilities		64,391,635			133,696,560			19,574,326
Non-current liabilities
Warrants		5,830,023			—			—
Deferred revenue		7,716,488			6,227,860			911,812
Total non-current liabilities		13,546,511			6,227,860			911,812
Total liabilities		77,938,146			139,924,420			20,486,138
Commitments and contingencies (note 19)
Shareholders’ Equity
Ordinary Shares, US$0.00005 par value; 600,000,000 shares authorized as of June 30, 2008 and 2009; 38,063,201 and 35,589,120 shares issued and outstanding as of June 30, 2008 and 2009 respectively		15,349			14,504			2,124
Additional paid-in capital		1,169,618,982			1,029,778,033			150,768,357
Accumulated other comprehensive loss		(89,949,455	)		(93,632,438	)		(13,708,594	)
Retained earnings		205,248,312			250,934,118			36,738,912
Total shareholders’ equity		1,284,933,188			1,187,094,217			173,800,799
Total liabilities and shareholders’ equity		1,362,871,334			1,327,018,637			194,286,937

The accompanying notes form an integral part of these consolidated financial statements.

F-2

NOAH EDUCATION HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

	2007			2008			2009			2009
	RMB			RMB			RMB			US$
Net revenue — third parties		536,785,034			651,934,602			671,145,679			98,261,497
Net revenue — related parties		18,439,980			—			—			—
Total net revenue		555,225,014			651,934,602			671,145,679			98,261,497
Cost of revenue — third parties		(260,105,773	)		(318,787,904	)		(326,400,700	)		(47,787,869	)
Cost of revenue — related parties		(6,460,612	)		—			—			—
Total cost of revenue (a)		(266,566,385	)		(318,787,904	)		(326,400,700	)		(47,787,869	)
Gross profit		288,658,629			333,146,698			344,744,979			50,473,628
Research and development expenses (a)		(43,486,658	)		(52,666,685	)		(56,301,924	)		(8,243,086	)
Sales and marketing expenses (a)		(172,539,509	)		(197,430,136	)		(210,692,882	)		(30,847,249	)
General and administrative expenses (a)		(24,676,281	)		(44,259,888	)		(58,498,799	)		(8,564,727	)
Other operating expenses		(20,909,758	)		(3,131,763	)		(158,466	)		(23,201	)
Total operating expenses		(261,612,206	)		(297,488,472	)		(325,652,071	)		(47,678,263	)
Other operating income		40,023,377			44,100,827			45,575,781			6,672,686
Operating income		67,069,800			79,759,053			64,668,689			9,468,051
Derivative (loss) gain		(55,207	)		(1,868,238	)		5,807,511			850,270
Interest income		2,306,073			13,643,761			5,307,899			777,122
Investment income		—			11,057,176			15,257,412			2,233,816
Other non-operating income		—			42,708,114			6,203,615			908,263
Income before income taxes		69,320,666			145,299,866			97,245,126			14,237,522
Provision for income taxes		(2,892,367	)		(1,101,395	)		(254,883	)		(37,317	)
Net income		66,428,299			144,198,471			96,990,243			14,200,205
Preference stock dividends		(17,705,374	)		—			—			—
Deemed dividend		(2,653,072	)		(379,092	)		—			—
Net income attributable to ordinary shareholders		46,069,853			143,819,379			96,990,243			14,200,205
Net income per share
Basic		2.32			4.03			2.66			0.39
Diluted		2.15			3.93			2.62			0.38
Weighted average ordinary shares outstanding
Basic		21,473,442			33,153,982			36,446,790			36,446,790
Diluted		22,906,684			34,056,315			37,069,492			37,069,492

Note (a):

	Year ended June 30,
	2007		2008		2009		2009
	RMB		RMB		RMB		US$
Share-based compensation expenses during the related period related:
Cost of revenue		375,825		228,400		240,079		35,150
Research and development expenses		9,444,159		4,174,846		3,198,310		468,260
Sales and marketing expenses		4,386,283		14,846,359		2,452,724		359,100
General and administrative expenses		624,446		1,095,032		2,282,348		334,155

The accompanying notes form an integral part of these consolidated financial statements.

F-3

NOAH EDUCATION HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

										Accumulated
							Additional			other						Total
	Ordinary shares						paid-in			comprehensive			Retained			shareholders’			Comprehensive
	Share			Amount			capital			income (loss)			earnings			equity			income
				RMB			RMB			RMB			RMB			RMB			RMB
As of July 1, 2006		21,473,442			8,888			32,572,269			(2,481,967	)		77,396,303			107,495,493
Net income		—			—			—			—			66,428,299			66,428,299			66,428,299
Share-based compensation		—			—			14,830,713			—			—			14,830,713			—
Cumulative translation adjustment		—			—			—			(3,015,859	)		—			(3,015,859	)		(3,015,859	)
Deemed distribution to shareholders		—			—			—			—			(1,516,362	)		(1,516,362	)		—
Deemed dividend on issuance of warrants		—			—			—			—			(4,879,307	)		(4,879,307	)		—
Deemed contribution from shareholders on disposal of a subsidiary		—			—			1,334,957			—			—			1,334,957			—
Dividend to ordinary shareholders and preference shareholders (RMB2.715 per share)		—			—			—			—			(76,000,000	)		(76,000,000	)		—
As of June 30, 2007		21,473,442			8,888			48,737,939			(5,497,826	)		61,428,933			104,677,934			63,412,440
Issue of ordinary shares pursuant to initial public offering		10,202,641			3,809			1,067,015,352			—			—			1,067,019,161			—
Direct offering expenses		—			—			(90,480,425	)		—			—			(90,480,425	)		—
Conversion of preference shares to ordinary shares		6,521,962			2,698			129,753,248			—			—			129,755,946			—
Share repurchase		(143,484	)		(49	)		(5,833,952	)		—			—			(5,834,001	)		—
Exercise of share options		8,640			3			82,183			—			—			82,186			—
Net income		—			—			—			—			144,198,471			144,198,471			144,198,471
Share-based compensation		—			—			20,344,637			—			—			20,344,637			—
Cumulative translation adjustment		—			—			—			(84,451,629	)		—			(84,451,629	)		(84,451,629	)
Deemed distribution to shareholders		—			—			—			—			(379,092	)		(379,092	)		—
As of June 30, 2008		38,063,201			15,349			1,169,618,982			(89,949,455	)		205,248,312			1,284,933,188			59,746,842
Share repurchase		(2,585,138	)		(883	)		(62,461,110	)		—			—			(62,461,993	)		—
Exercise of share options		111,057			38			661,926			—			—			661,964			—
Net income		—			—			—			—			96,990,243			96,990,243			96,990,243
Share-based compensation		—			—			8,173,461			—			—			8,173,461			—
Cumulative translation adjustment		—			—			—			(3,682,983	)		—			(3,682,983	)		(3,682,983	)
Dividend to ordinary shareholders (US$0.56 per share)		—			—			(86,215,226	)		—			(51,304,437	)		(137,519,663	)		—
As of June 30, 2009		35,589,120			14,504			1,029,778,033			(93,632,438	)		250,934,118			1,187,094,217			93,307,260
As of June 30, 2009 (US$)					2,124			150,768,357			(13,708,594	)		36,738,912			173,800,799			13,660,985

The accompanying notes form an integral part of these consolidated financial statements.

F-4

NOAH EDUCATION HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years ended June 30,
	2007			2008			2009			2009
	RMB			RMB			RMB			US$
Cash flows from operating activities:
Net income		66,428,299			144,198,471			96,990,243			14,200,205
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization of intangible assets		5,317,993			5,115,148			5,779,198			846,124
Depreciation of property, plant and equipment		2,335,854			3,021,971			4,901,623			717,640
Allowance for doubtful accounts		761,215			11,184,045			1,459,142			213,631
Write-down of excess and obsolete inventories		3,089,906			9,764,368			2,131,102			312,012
Write-off of property, plant and equipment		13,426			3,009			13,187			1,931
Share-based compensation		14,830,713			20,344,637			8,173,461			1,196,665
Derivative loss (gain)		55,207			1,868,238			(5,807,511	)		(850,270	)
Loss on trading investments, net		—			852,373			1,428,850			209,196
Unrealized exchange difference		(2,545,007	)		(83,724,258	)		(3,620,484	)		(530,070	)
Changes in current assets and liabilities:
Trading investments		—			(13,727,590	)		3,467,425			507,661
Accounts receivable		(51,131,306	)		(77,684,005	)		(11,384,547	)		(1,666,796	)
Related party receivables		8,791,253			(56,849	)		78,462			11,488
Inventories		(33,755,086	)		(5,540,415	)		(69,110,434	)		(10,118,362	)
Prepaid expenses and other current assets		435,769			(27,458,039	)		(11,034,028	)		(1,615,477	)
Deferred tax asset		(3,238,258	)		1,083,786			83,085			12,164
Accounts payable		16,191,045			(13,134,766	)		47,733,636			6,988,615
Other payables and accruals		11,117,312			2,439,154			14,441,414			2,114,347
Advances from customers		2,380,184			(13,174,167	)		482,643			70,663
Deferred revenue		2,619,248			5,237,786			(3,448,578	)		(504,901	)
Income tax payable		(2,170,243	)		17,607			(316,440	)		(46,330	)
Net cash provided by (used in) operating activities		41,527,524			(29,369,496	)		82,441,449			12,070,136
Cash flows from investing activities:
Acquisition of property, plant and equipment		(5,774,589	)		(3,925,188	)		(96,829,444	)		(14,176,663	)
Acquisition of intangible assets		(8,142,446	)		(5,028,528	)		(3,736,744	)		(547,091	)
Deposits for investment		—			(910,000	)		(21,581,952	)		(3,159,783	)
Repayment from a former subsidiary		24,550,935			—			—			—
Disposal of property, plant and equipment		6,000			557			—			—
Disposal of other assets		1,790,000			—			—			—
(Increase) decrease in held-to-maturity investments		—			(747,000,000	)		747,000,000			109,367,222
Decrease in restricted bank deposit		39,922,508			—			—			—
Increase in short-term bank deposits		—			—			(274,200,000	)		(40,145,237	)
Net cash provided by (used in) investing activities		52,352,408			(756,863,159	)		350,651,860			51,338,448
Cash flows from financing activities:
Proceeds from issuance of ordinary shares, net of issuance costs		—			976,538,736			—			—
Proceeds from exercise of shares options		—			82,186			661,964			96,917
Shares repurchase		—			(5,834,001	)		(62,461,993	)		(9,144,973	)
Dividend paid to ordinary and preference shareholders		(76,000,000	)		—			(137,519,663	)		(20,134,061	)
Net cash (used in) provided by financing activities		(76,000,000	)		970,786,921			(199,319,692	)		(29,182,117	)
Effect of exchange rate changes on cash and cash equivalents		(470,852	)		(1,698,532	)		(85,011	)		(12,446	)
Net increase in cash and cash equivalents		17,879,932			184,554,266			233,773,617			34,226,467
Cash and cash equivalents at beginning of year		59,958,046			77,367,126			260,222,860			38,098,864
Cash and cash equivalents at end of year		77,367,126			260,222,860			493,911,466			72,312,885
Supplemental disclosure of cash flow information:
Income taxes paid		—			—			488,238			71,482
Interest paid		—			—			—			—
Non-cash investing and financing activities:
Deemed distribution to shareholders		6,395,669			(379,092	)		—			—
Derivative (loss) gain		(55,207	)		(1,868,238	)		5,807,511			850,270
Acquisition of property, plant and equipment funded through other payables and accruals		—			—			9,833,622			1,439,727

The accompanying notes form an integral part of these consolidated financial statements.

F-5

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Company information

Noah Education Holdings Ltd. (the “Company”) and its subsidiaries and variable interest entity (“VIE”) (hereinafter collectively referred to as the “Group”) is a leading provider of interactive electronic educational materials, developing and providing content targeting primarily Chinese elementary, middle and high school students in the People’s Republic of China (the “PRC”). The Group’s content focuses on interactive, multimedia learning materials that complement the Chinese national and local school curricula, covering subjects such as English, Chinese, physics, chemistry, geography and history. The Group’s content is primarily distributed through the sale of specialty, handheld digital learning devices, into which contents are embedded, and through the Group’s website.

As of June 30, 2009, details of the Group’s subsidiaries and variable interest entity subsidiary are as follows:

	Place of
	establishment	Ownership
Name of subsidiary	and operation	interest			Principal activities
Beijing Haidian New Noah School (“BJS”)	PRC		100	%	After-class tutoring services
Beijing Noah Zhi Yuan Education Consulting Co. Ltd. (“BJNZY”)	PRC		100	%	After-class tutoring services
Beijing Xicheng New Noah School (“BXNNS”)	PRC		100	%	After-class tutoring services
Bright Sound Electronic Technology (Shenzhen) Co., Ltd. (“BSTS”)	PRC		100	%	Research and development, and distribution of software for electronic learning products
Bright Sound Limited	British Virgin Islands (“BVI”)		100	%	Investment holding
Chengdu Innovative Noah Electronic Co., Ltd. (“CINE”)	PRC		100	%	Distribution of electronic learning products
Chengdu New Noah School (“CDS”)	PRC		100	%	After-class tutoring services
Chengdu Shidai Noah Education Software Co., Ltd. (“CDSD”)	PRC		100	%	Research and development, and distribution of software for electronic learning products
Chengdu Shidai Noah Information Technology Co., Ltd. (“CDSDT”)	PRC		100	%	Research and development, and distribution of software for electronic learning products
Chengdu Zhiyuan Noah Education Technology Co., Ltd. (“CDZY”)	PRC		100	%	Research and development, and distribution of software contents
Chongqing New Noah School (“CQS”)	PRC		100	%	After-class tutoring services
Innovative Noah Electronic (Shenzhen) Co., Ltd. (“INES”)	PRC		100	%	Manufacture and distribution of electronic learning products
New Noah Technology (Shenzhen) Co., Ltd. (“NNTS”)	PRC		100	%	Research and development, and distribution of software for electronic learning products
Noah Education Development (Chengdu) Co., Ltd. (“NEDCD”)	PRC		100	%	Provision of educational services, research and development and distribution of software

F-6

NOAH EDUCATION HOLDINGS LTD.

1. Company information — continued

	Place of
	establishment	Ownership
Name of subsidiary	and operation	interest			Principal activities
Noah Education Technology (Shenzhen) Co., Ltd. (“NETS”)	PRC		100	%	Research and development, and distribution of software contents
Shenzhen New Noah Education Investment Development Co., Ltd. (“SNNEI”)	PRC		100	%	Provision of educational services, research and development, and distribution of software
Shenzhen Zhi Yuan Noah Internet Co., Ltd. (“Zhi Yuan”)	PRC	No direct ownership; VIE			Provision of online services for downloading software and courseware
Well Profit Creation Limited (“WPC”)	Hong Kong (“HK”)		100	%	Investment holding
Win Bright Creation Limited (“WBC”)	HK		100	%	Investment holding

To comply with PRC laws and regulations that restrict foreign ownership of companies that operate internet content, advertising services, value-added telecom services and other restricted business, the Group operates its websites and provides such restricted services in the PRC through Zhi Yuan, whose equity interests are owned by the Company’s two directors. The paid-in capital of Zhi Yuan was funded by NETS through loans extended to the equity shareholders. The Company has entered into certain exclusive agreements with Zhi Yuan, which makes it obligatory for the Company to absorb a majority of the risk of losses from Zhi Yuan’s activities and entitles it to receive a majority of its residual returns. In addition, the Company has entered into certain agreements with those management members and employees including loan agreements for the paid-in capital of Zhi Yuan, option agreements to acquire the shareholding in Zhi Yuan when permitted by the PRC laws, voting proxies for the equity shareholders to irrevocably assign its voting rights to NETS, and share pledge agreements for the equity interest held by those management members and employees.

Based on these contractual agreements, the Company believes that Zhi Yuan should be considered as a variable interest entity as the equity investors do not have the characteristics of a controlling financial interest and the Company is the primary beneficiary of Zhi Yuan. Accordingly, the Company believes that financial results and financial position of Zhi Yuan should be, and continue to be consolidated under FIN 46R.

The creditors of Zhi Yuan have no recourse to the general credit of the Company. The carrying amount of the total assets and total liabilities of Zhi Yuan as of June 30, 2009 was approximately RMB6,812,000 (US$997,000) and RMB3,165,000 (US$463,000), respectively and there was no pledge or collateral of its assets.

The Company, through its wholly owned subsidiaries, provided funding during the years ended June 30, 2008 and 2009 to Zhi Yuan, for the sole purpose of funding daily operations. As of June 30, 2009, Zhi Yuan owed RMB3,065,000 (US$449,000) to the Company’s wholly owned subsidiaries. The amount was interest-free and repayable on demand.

F-7

NOAH EDUCATION HOLDINGS LTD.

2. Summary of significant accounting policies

(a)	Basis of presentation
	The accompanying consolidated financial statements of the Group have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
(b)	Basis of consolidation
	The consolidated financial statements include the financial statements of the Company, its subsidiaries and VIE for which the Company is the primary beneficiary. All significant transactions and balances among the Company, its subsidiaries and VIE subsidiary have been eliminated upon consolidation. The results of subsidiaries and VIE subsidiary acquired or disposed of during the year are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate.
(c)	Use of estimates
	The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
	On an ongoing basis, the Group evaluates its estimates, including those related useful lives of intangible assets and property, plant and equipment, fair value of investments, share-based compensation expenses and income taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
(d)	Foreign currency translation
	The functional currency of the Company is the United States dollar (“US$”). Assets and liabilities are translated at the exchange rates prevailing on the balance sheet date. Equity accounts are translated at historical exchange rates and revenues, expenses gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statement of shareholders’ equity and comprehensive income. The Group has chosen the Renminbi (“RMB”) as its reporting currency.
	The functional currency of the Company’s subsidiaries and VIE is the RMB. Transactions in other currencies are recorded in RMB at the rates of exchange prevailing on the dates of the transactions. Monetary assets and liabilities denominated in other currencies are translated into RMB at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the consolidated statements of operations.
	The translations of RMB amounts as of and for the year ended June 30, 2009 into US$ are included solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.8302, representing the noon buying rate in the City of New York for cable transfers of RMB, as certified for customs purposes by the Federal Reserve Bank of New York, on June 30, 2009. This convenience translation is not intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate or at any other rate.

F-8

NOAH EDUCATION HOLDINGS LTD.

2. Summary of significant accounting policies — continued

(e)	Cash and cash equivalents
	Cash and cash equivalents consist of cash on hand and highly liquid short-term deposits which are unrestricted as to withdrawal and use, and which have maturities of three months or less from the date of deposit.
(f)	Short-term bank deposits
	Short-term bank deposits are cash in bank which have maturities of more than three months but less than one year from the date of deposit.
(g)	Investments
	Investments represent the Group’s investments in debt securities or equity securities, and are classified as trading investments or held-to-maturity investments. Investments in debt securities are classified as held-to-maturity and measured at amortized cost only if the Group has the positive intent and ability to hold those securities to maturity. Investments in debt securities or equity securities that are not classified as held-to-maturity and are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Investments classified as trading investments are recorded at fair value with unrealized holding gains and losses recorded in the net income. The fair value of the Group’s investments classified as trading is based on the quoted market price on the last business day of the fiscal year.
	For individual securities classified as held-to-maturity, the Group needs to determine whether a decline in fair value below the amortized cost basis is other than temporary. If the decline in fair value is judged to be other than temporary, the cost basis of the individual security shall be written down to fair value as a new cost basis and the amount of the write-down shall be included in earnings.
(h)	Inventories
	Inventories are stated at the lower of cost and market value. Cost is calculated using the weighted average method. The Group estimates the write-down of excessive, slow moving and obsolete inventories as well as inventory whose carrying value is in excess of net realizable value.
(i)	Property, plant and equipment, net
	Property, plant and equipment are stated at cost less accumulated depreciation and amortization and any identified impairment loss.
	Depreciation and amortization is calculated on a straight line basis over the following estimated useful lives after taking into account the residual values. Estimated useful lives are:

Buildings	20 years
Leasehold improvements	Shorter of term of the lease or 5 years
Machinery	3-5 years
Office equipment	5 years
Computer equipment	3-5 years
Motor vehicles	5 years

F-9

NOAH EDUCATION HOLDINGS LTD.

2. Summary of significant accounting policies — continued

(i)	Property, plant and equipment, net — continued
	The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
	The Group reassesses annually the residual values and the useful life of the property, plant and equipment and if the expectation differs from the original estimate, such difference will impact the depreciation in the year in which such estimate has been changed.
(j)	Intangible assets
	Acquired intangible assets includes patents, trademarks and licenses are measured initially at cost and amortized on as straight line basis over their estimated useful lives.
(k)	Impairment of long-lived assets
	The Group reviews property, plant, and equipment and certain identifiable intangibles, excluding goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of its carrying amount to future undiscounted cash flows the assets are expected to generate. If property, plant, and equipment and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value.
	The Company is currently amortizing its acquired intangible assets with definite lives over periods ranging from 1 to 10 years.
	No impairment of property, plant and equipment, and intangible assets was recognized in the years ended June 30, 2007, 2008 and 2009.
(l)	Fair value of financial instruments
	The Group’s financial instruments consist primarily of cash and cash equivalents, short-term bank deposits, trading investments, held-to-maturity investments, accounts receivable, related party receivables, other current assets, accounts payable, other payables and warrants. The fair values of these financial instruments approximate their carrying amounts reported in the consolidated balance sheets due to the short-term nature of these instruments.
	The warrants issued to Lehman Brothers Commercial Corporation Asia Limited were initially recorded as a liability at their fair value, and charged to retained earnings as deemed dividend to ordinary shareholders and convertible preference shareholders of the Company. Subsequently, they were measured at fair value with changes recorded in the consolidated statement of operations. The warrants expired on April 18, 2009.

F-10

NOAH EDUCATION HOLDINGS LTD.

2. Summary of significant accounting policies — continued

(l)	Fair value of financial instruments — continued
	Fair Value Hierarchy
	The Company follows a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value:
	Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
	Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
	Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
(m)	Accounting for Derivatives
	All derivative transactions are recognized as either assets or liabilities on the balance sheet and measured at fair value with changes recorded in the consolidated income statement. Warrants were the only derivatives held by the Group during the reported periods.
(n)	Revenue recognition
	Revenue is only recognized when persuasive evidence of an arrangement exists, delivery has occurred provided that there are no significant post delivery obligations to the customers, the sale price is fixed or determinable, and collection is reasonably assured. If the arrangement is subject to customer acceptance, the revenue is deferred and recognized until acceptance occurs.

F-11

NOAH EDUCATION HOLDINGS LTD.

2. Summary of significant accounting policies — continued

(n) Revenue recognition — continued

The Group generates its revenues from the following:

(i) Electronic learning devices

The Group’s handheld electronic learning devices include digital learning devices and e-dictionaries. The devices sold include both hardware and software related elements and the software elements are more than incidental to the devices’ functionality. The sale of electronic learning devices also includes elements of content and general telephone support. Upon physical delivery of the electronic learning devices, the software, hardware, and most of the content elements have been delivered because software and content are built-in with the hardware. The general telephone customer support available to customers are considered post-contract customer support (“PCS”) as this support is received by the customers after the physical delivery of the devices. The revenue related to telephone support is recognized together with the revenue from sales of the devices, as no separate fee is charged for the telephone customer support, the telephone customer support is substantially provided within one year after the sales of devices, and the cost related to offering these telephone support services are insignificant. The Group also considers delivery of its content to have occurred upon the physical delivery of the devices as the customers have the ability to commence the downloading of the general content from the Group’s websites. The Group does not have further obligations to update or modify the content. Accordingly, revenue from electronic learning devices is generally recognized when goods are delivered and title has passed to the distributors and collectibility is reasonably assured.

The Group considers its customers to be the distributors and does not sell directly to end-users. There is no right of returns held by the distributors or end-users except for defective products under warranty. The Company may accept return on a negotiated basis depending on facts and circumstances. As these returns are not significant and occur on a negotiated basis, they are accounted for as incurred.

The Group generally provides a one-year warranty. As the Group’s cost to fulfill such warranty provisions have historically been insignificant, it is expensed as incurred.

The Group provides certain rebates to their distributors. Cash consideration given to the distributors, such as marketing allowances, for which the Group receives a separately identifiable benefit and can reasonably estimate fair value are accounted as an expense rather than a reduction of the revenue. Other cash consideration, including price allowances based on volume purchasing levels, is recognized as a reduction of revenue.

The Group may receive deposits from customers in advance prior to receiving any committed sales order for its electronic learning devices. Such amounts received will be recorded as advances from customers on the consolidated balance sheet, and offset against accounts receivable when sales orders are received and the electronic learning devices are delivered.

F-12

NOAH EDUCATION HOLDINGS LTD.

2. Summary of significant accounting policies — continued

(n) Revenue recognition — continued

(ii)	Prepaid premium cards
	The Group sold prepaid cards primarily to distributors. Prepaid premium cards represent prepaid service fees and users were entitled to particular content available on the Group’s website. The prepaid service fee was recorded as deferred revenue upon receiving the upfront cash payment. Revenue was recognized upon actual use of the card by the customers or upon the expiration of the card. The Group ceased the sale of prepaid cards in fiscal year 2009.
(iii)	Software
	Revenue from stand-alone contracts to sell proprietary software, content and related after sales and maintenance services is not recognized upon delivery, due to the presence of undelivered elements, including technical support and rights to receive unspecified enhancements of software on a when-and-if available basis (collectively referred as post-contract customer support or “PCS”), bug fixes and providing access to a website to enable users to download Group’s searchable database, receive broadcasts of courseware and access other services on the Group’s website. As the Group does not have vendor-specific objective evidence to allocate a portion of the fee to the undelivered service element, and PCS, the Group accounts for the entire contract as a single unit of accounting. The Group applies the revenue recognition model of the final deliverable (the website access) included in the arrangement to the entire contract. No provision was made for warranty and bug fixes as the cost of fulfilling such obligation is insignificant. Accordingly, the Group recognizes the total contract amount ratably over the service period in which the Company has committed to provide access to its website, that is, to commence revenue recognition only after the software and related content was delivered and accepted, and after the content has been made available to the mobile phone users to download in February 2007.
	The unrecognized portion would be recorded as deferred revenue, a liability on the consolidated balance sheet.
(iv)	Tuition fee income
	The Group provides after-class tuition programs to primary and secondary school students. The prepaid tuition fees are recorded as deferred revenue upon receiving the upfront cash payments, and recognized as revenue ratably over the course of the tuition programs.

The Company’s subsidiaries and its VIE are subject to value added tax (“VAT”) of 17% or business tax (“BT”) of 5% on the revenue earned for goods and services sold in the PRC. The Group presents revenues net of such VAT and BT which amounted to RMB93,536,526, RMB130,246,687, RMB159,403,581 (US$23,338,055) for the years ended June 30, 2007, 2008 and 2009 respectively.

F-13

NOAH EDUCATION HOLDINGS LTD.

2. Summary of significant accounting policies — continued

(o)	Software development costs
	Costs related to research and development are generally charged to expense as incurred. Capitalization of development costs for software to be sold or marketed begins when a product’s technological feasibility has been established. In most instances, the Group’s products are released soon after technological feasibility has been established. Therefore, costs incurred subsequent to achievement of technological feasibility are usually not significant, and generally all software development costs have been immediately expensed.
	The Group expenses all internal software and website development costs that are incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance of the existing websites or the development of software and websites content. Costs incurred during the application development stage are capitalized if material. All website and software development costs have been expensed as incurred as there were no significant costs incurred for development of internal software and website during the application development stage.
(p)	Advertising costs
	The Group expenses advertising costs as incurred. Total advertising costs were RMB101,173,133, RMB103,416,139, RMB84,316,491 (US$12,344,659) for the years ended June 30, 2007, 2008 and 2009 respectively, and have been included as part of sales and marketing expenses.
(q)	Cost of revenue
	Cost of sale of electronic learning devices consist primarily of cost of raw materials, sub-contracting fees, depreciation and maintenance costs for servers and related equipment, amortization of intangible assets and other related incidental expenses which are directly attributable to the rendering of the Group’s principal operations. The cost related to the revenue from prepaid cards and software represent the costs related to the provision of content, the maintenance of the Group’s website and the development of the proprietary software.
(r)	Operating leases
	Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Rentals payable under operating leases are charged to the income statement on a straight-line basis over the term of the relevant lease.

F-14

NOAH EDUCATION HOLDINGS LTD.

2. Summary of significant accounting policies — continued

(s)	Retirement benefit costs
	The employees of the Group are members of state-managed retirement benefit schemes operated by the local governments. The Group is required to contribute a specified percentage of their payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit scheme is to make the specified contributions. The total costs charged to the consolidated income statement were RMB4,404,346, RMB5,789,085, RMB6,479,228 (US$948,615) for the years ended June 30, 2007 , 2008 and 2009 respectively, represents contributions payable to this scheme for that period.
(t)	Government subsidies
	The Group receives government subsidies in relation to refund of value added tax to encourage development in the software industry, which amounted to RMB37,204,620, RMB39,913,661, RMB43,360,888 (US$6,348,407) for the years ended June 30, 2007, 2008 and 2009 respectively. The Company recorded the government subsidies as other operating income as all conditions to qualify for the receipt of the government subsidies have been met.
(u)	Income taxes
	Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
	The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Group records interest related to unrecognized tax benefits and penalties, if any, in income tax expenses.
(v)	Share-based compensation
	The Company measures the cost of employee services received in exchange for share-based compensation at the grant date fair value of the award. The fair value of stock options is determined using the Black-Scholes valuation model.
	The Company recognizes the compensation costs, net of a forfeiture rate, on a straight-line basis over the requisite service period for each separately vesting portion of the award.

F-15

NOAH EDUCATION HOLDINGS LTD.

2. Summary of significant accounting policies — continued

(w)	Comprehensive income
	Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. During the periods presented, comprehensive income is reported in the consolidated statement of shareholder’s equity and comprehensive income.
(x)	Segment Information
	The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments.
(y)	Net income per share
	Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of unrestricted ordinary shares outstanding during the year using the two-class method. The Group has determined that its convertible preference shares participate in undistributed earnings on the same basis as the ordinary shares. Accordingly, the Group has used the two-class method of computing earnings (loss) per share prior to the conversion of its convertible preference shares in October 2007. Under this method, net income applicable to holders of ordinary shares is allocated on a pro rata basis to the ordinary and convertible preference shares to the extent that each class may share in income for the period had it been distributed. Losses are not allocated to the participating securities. Diluted earnings per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method. Subsequent to the conversion of its convertible preference shares, the if-converted method is used to calculate diluted earnings per share.
(z)	Dividend
	Dividends are recognized when declared.
(aa)	Concentration of credit risk
	The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality. The Group has invested in financial products with a small number of financial institutions and these financial institutions also have high-credit ratings and quality.
	The Group conducts credit evaluations of customers. The Group establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific customers and other information. As a result of the Group’s credit evaluation, allowance for doubtful accounts was RMB13,150,656 and RMB8,487,165 (US$1,242,594) as of June 30, 2008, and 2009 respectively.

F-16

NOAH EDUCATION HOLDINGS LTD.

3. Recently issued accounting pronouncements

In December 2007, the FASB issued SFAS No. 141R, “Business Combination” (“SFAS 141R”), to improve reporting, creating greater consistency in the accounting and financial reporting of business combinations. The standard requires the acquiring entity in a business combination to recognize all, as of that date, the assets acquired and liabilities assumed and any noncontrolling interest in the acquiree at the acquisition-date, measured at their fair values; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early adoption is prohibited. The Company is currently evaluating whether the adoption of SFAS 141R will have a significant effect on its financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“FASB 160”), to improve the relevance, comparability and transparency of financial information. SFAS 160 establishes the accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation, all such transactions are equity transactions if the parent retains its controlling financial interest in the subsidiary. SFAS 160 is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company is currently evaluating whether the adoption of SFAS 160 will have a significant effect on its financial position, results of operations or cash flows. It is not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities” (“SFAS 161”), an amendment of SFAS No. 133. This new standard requires enhanced disclosures to help investors better understand the effect of an entity’s derivative instruments and related hedging activities on its financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application allowed. The Company will adopt SFAS 161 on July 1, 2009.

In April 2008, the FASB issued FSP SFAS 142-3, “Determination of the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. This FSP is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The guidance for determining the useful life of a recognized intangible asset in this FSP shall be applied prospectively to intangible assets acquired after the effective date. The Company is currently evaluating the impact, if any, of the adoption of FSP SFAS 142-3 on its financial position, results of operations and cash flows.

F-17

NOAH EDUCATION HOLDINGS LTD.

3. Recently issued accounting pronouncements — continued

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 eliminates FIN46R’s exceptions to consolidating qualifying special-purpose entities, contains new criteria for determining the primary beneficiary, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity. SFAS 167 also contains a new requirement that any term, transaction, or arrangement that does not have a substantive effect on an entity’s status as a variable interest entity, a company’s power over a variable interest entity, or a company’s obligation to absorb losses or its right to receive benefits of an entity must be disregarded in applying FIN46R’s provisions. SFAS 167 will be effective for the Group’s fiscal year beginning July 1, 2010. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05 “Fair Value Measurements and Disclosures (Topic 820) Measuring Liabilities at Fair Value”. This update provides amendments for fair value measurement of liabilities. It provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more techniques as specified by this update. This update is effective for the first reporting period (including interim periods) beginning after August 2009. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements.

In September 2009, the FASB issued Accounting Standards Update No. 2009-06, “Income Taxes (Topic 740) Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities”. The guidance answers the following questions: is the income tax paid by the entity attributable to the entity or its owners; what constitutes a tax position for a pass-through entity or a tax-exempt not-for-profit entity; and how should accounting for uncertainty in income taxes be applied when a group of related entities comprise both taxable and nontaxable entities. The guidance is effective for the Company for interim and fiscal year beginning July 1, 2010. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements.

In October 2009, the FASB issued Accounting Standard Update No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force.” This update provides amendments to the criteria in Subtopic 605-25 for separating consideration in multiple-deliverable arrangements. As a result, multiple-deliverable arrangements will be separated in more circumstances than under existing U.S. GAAP. The amendments establish a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE is not available, or estimated selling price is neither VSOE or TPE is available. The amendments also will replace the term fair value in the revenue allocation guidance with selling price to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a marketplace participant. This update is effective for the Company prospectively for revenue arrangements entered into or materially modified in fiscal year beginning on July 1, 2010. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements.

F-18

NOAH EDUCATION HOLDINGS LTD.

3. Recently issued accounting pronouncements — continued

In October 2009, the FASB issued Accounting Standard Update No. 2009-14, “Software (Topic 985): Certain Revenue Arrangements That Include Software Elements—a consensus of the FASB Emerging Issues Task Force.” The amendments in this update change the accounting model for revenue arrangements that include both tangible products and software elements. Tangible products containing software components and nonsoftware components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software revenue guidance in Subtopic 985-605. In addition, the amendments in this update require that hardware components of a tangible product containing software components always be excluded from the software revenue guidance. In that regard, the amendments in this update provide additional guidance on how to determine which software, if any, relating to the tangible product also would be excluded from the scope of the software revenue guidance. This update is effective for the Company prospectively for revenue arrangements entered into or materially modified in fiscal year beginning on July 1, 2010. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements.

4. Inventories

Inventories consist of the following:

	As of June 30,
	2008		2009		2009
	RMB		RMB		US$
Raw materials		19,583,940		34,589,373		5,064,181
Work-in-progress		24,612,928		35,812,049		5,243,192
Finished goods		40,696,603		81,471,381		11,928,111
Inventories, net		84,893,471		151,872,803		22,235,484

RMB3,089,906, RMB9,764,368 and RMB2,131,102 (US$312,012) of excess and obsolete inventories were written down to lower of cost or market and included in the cost of revenue in the years ended June 30, 2007, 2008 and 2009, respectively.

5. Accounts receivable

	As of June 30,
	2008			2009			2009
	RMB			RMB			US$
Accounts receivable		183,048,378			189,890,294			27,801,572
Notes receivable		1,830,002			250,000			36,602
Less: allowance for doubtful debts		(13,150,656	)		(8,487,165	)		(1,242,594	)
		171,727,724			181,653,129			26,595,580

F-19

NOAH EDUCATION HOLDINGS LTD.

5. Accounts receivable — continued

The movements of the allowance for doubtful accounts during the years are as follow:

	As of June 30,
	2007		2008		2009			2009
	RMB		RMB		RMB			US$
Balance as beginning of year		1,205,396		1,966,611		13,150,656			1,925,369
Add: Current year additions		761,215		11,184,045		1,459,142			213,631
Less: Current year write-offs		—		—		(5,517,524	)		(807,813	)
Less: Amounts recovered during the year		—		—		(605,109	)		(88,593	)
Balance at end of year		1,966,611		13,150,656		8,487,165			1,242,594

In determining whether allowance for doubtful debts is required, the Company takes into consideration the ageing status and the likelihood of collection. Following the identification of doubtful debts, the responsible sales personnel discuss with the relevant customers and report on the recoverability. Specific allowance is only made for accounts receivable that are unlikely to be collected.

6. Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

	As of June 30,
	2008		2009		2009
	RMB		RMB		US$
Subsidy receivables		19,479,295		43,476,111		6,365,276
VAT recoverable		6,394,738		9,092,696		1,331,249
Advances to suppliers		3,363,057		6,931,395		1,014,816
Prepaid advertising expenses		7,571,442		3,025,019		442,889
Staff advances		3,380,043		1,249,410		182,924
Interest receivable		—		1,018,776		149,157
Rental deposits		1,081,047		972,782		142,424
Advances to the Board Secretary of the Company		2,777,778		152,713		22,358
Investment income receivables from held-to-maturity investments		6,606,364		—		—
Others		7,351,833		3,120,723		456,901
Balance at end of year		58,005,597		69,039,625		10,107,994

F-20

NOAH EDUCATION HOLDINGS LTD.

7. Investments

The Group’s investments are classified into:

	As of June 30,
	2008		2009		2009
	RMB		RMB		US$
Trading (at fair value)		12,875,217		7,978,942		1,168,186
Held-to-maturity (at amortized cost)		747,000,000		—		—
		759,875,217		7,978,942		1,168,186

(Loss) gain on trading investments has been included in investment income in the consolidated statements of operations and is consisted of the following:

	Years ended June 30,
	2007		2008			2009			2009
	RMB		RMB			RMB			US$
Realized gain		—		—			399,408			58,477
Unrealized loss		—		(852,373	)		(1,828,258	)		(267,673	)
Total		—		(852,373	)		(1,428,850	)		(209,196	)

As of June 30, 2009, the Group’s trading investments represent investments in equity securities listed on the Hong Kong Stock Exchange and recorded at fair value based on the quoted prices in active market for identical assets at the reporting date (Level 1).

As of June 30, 2008, the Group’s trading investments represented investments in debt securities with return linked with the performance of certain equity securities listed on the Hong Kong Stock Exchange. The Group’s held-to-maturity investments represented investments in debt securities offered by banks with return linked with the performance of certain assets of the banks.

Accrued investment income receivables were included in prepaid expenses and other current assets.

F-21

NOAH EDUCATION HOLDINGS LTD.

8. Property, plant and equipment

Property, plant and equipment consisted of the following:

	As of June 30,
	2008			2009			2009
	RMB			RMB			US$
Buildings		10,033,354			111,304,359			16,295,915
Leasehold improvements		685,019			1,483,194			217,152
Machinery		1,603,241			875,814			128,227
Office equipment		2,783,950			8,270,308			1,210,844
Computer equipment		7,281,675			4,764,883			697,620
Motor vehicles		3,073,520			4,939,542			723,192
		25,460,759			131,638,100			19,272,950
Less: accumulated depreciation		(7,589,068	)		(12,018,153	)		(1,759,561	)
Property, plant and equipment, net		17,871,691			119,619,947			17,513,389

Depreciation and amortization expense related to property, plant and equipment were RMB2,335,854, RMB3,021,971 and RMB4,901,623 (US$717,640) for the years ended June 30, 2007, 2008 and 2009 respectively.

As of June 30, 2009, the Group has entered into commitments for capital expenditure for property, plant and equipment of approximately RMB760,000 (US$111,000), which are expected to be disbursed during the year ending June 30, 2010.

9. Intangible assets

	As of June 30,
	2008			2009			2009
	RMB			RMB			US$
Patents, Trademarks and Licenses		18,889,009			8,376,548			1,226,399
Less: accumulative amortization		(12,384,795	)		(3,914,788	)		(573,159	)
Intangible assets, net		6,504,214			4,461,760			653,240

Patents and trademarks represented the licence fees paid to the publishers. They are being amortized on as straight-line basis over their contract terms of 1 to 10 years.

F-22

NOAH EDUCATION HOLDINGS LTD.

9. Intangible assets — continued

Amortization expense were RMB5,317,993, RMB5,115,148 and RMB5,779,198 (US$846,124) for the years ended June 30, 2007, 2008 and 2009 respectively. The following table represents the total estimated amortization expense of intangible assets for each of the next five years:

	RMB		US$
Year ending June 30,
- 2010		1,952,415		285,850
- 2011		775,460		113,534
- 2012		595,460		87,180
- 2013		467,925		68,508
- 2014		283,000		41,434

10. Other payables and accruals

Other payables and accruals consisted of the following:

	As of June 30,
	2008		2009		2009
	RMB		RMB		US$
Payable for acquisitions of property, plant and equipment		—		9,833,622		1,439,727
Accrued advertising expenses		—		7,933,728		1,161,566
Accrued social welfare payments		6,647,580		7,202,858		1,054,560
VAT payable		4,017,573		4,474,115		655,049
Accrued bonus		—		4,383,685		641,809
Accrued salaries		2,548,613		3,027,189		443,206
Accrued audit fee		2,229,208		2,459,398		360,077
Accrued consultation fee		—		1,337,799		195,865
Accrued expenses		2,187,671		1,794,626		262,749
Others		4,814,144		3,362,805		492,344
		22,444,789		45,809,825		6,706,952

F-23

NOAH EDUCATION HOLDINGS LTD.

11. Capital structure

Upon the incorporation of the Company in April 2004, 600,000,000 ordinary shares were authorized and 21,473,442 were issued at par value of US$0.00005 per share.

Pursuant to the sale and purchase agreement dated March 16, 2007, the ordinary shareholders and holders of the Convertible Preference Shares (as defined in note 23) agreed to sell 903,952 ordinary shares and 1,628,114 Convertible Preference Shares, respectively, to Lehman Brothers Commercial Corporation Asia Limited (“Lehman Brothers”) at considerations of US$5,000,000 and US$10,000,000, respectively. In addition, warrants were also granted by the Company to Lehman Brothers to purchase additional ordinary shares (“Warrant Shares”) that is equal to (i) US$7,500,000 divided by (ii) the exercise price which is defined in the sale and purchase agreement as the higher of (a) average market closing price of the Company’s shares for the 20 consecutive trading days immediately prior to the exercise date and (b) the par value of the ordinary shares, rounded up to the nearest US$0.0005. The warrants are exercisable at any time during the one year period commencing six months after an initial public offering. The warrants may be net settled and have certain antidilution provisions.

As these warrants were granted to Lehman Brothers as part of a transaction between the ordinary shareholders and holders of the Convertible Preference Shares, and the Company has not received any proceeds or services in exchange for the warrants, the fair value of the warrants of RMB4,879,307 at issuance were charged to retained earnings as deemed dividend to the ordinary shareholders and holders of Convertible Preference Shares of the Company. The fair value, of the warrants was determined using the Binomial option pricing model. All the warrants expired on April 18, 2009.

In October 2007, upon the completion of the Company’s initial public offering, all convertible preference shares were automatically converted into 6,521,962 ordinary shares. In addition, as part of the initial public offering, the Company issued 10,202,641 ordinary shares. The gross proceeds received were RMB1,067,019,161 (US $155,562,561) and the related issuance costs were RMB90,480,425 (US $13,191,297).

During the year ended June 30, 2008 and 2009, 8,640 and 111,057 ordinary shares were issued respectively as a result of exercises of share options by employees.

During the year ended June 30, 2008 and 2009, the Company repurchased and cancelled 143,484 and 2,585,138 ordinary shares respectively.

On November 11, 2008, a cash dividend of RMB137,519,663 (equivalent to US$20,121,099) was declared by the Company to its holders of ordinary shares.

Relevant PRC laws and regulations permit payments of dividends by the PRC subsidiaries and affiliated companies only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations (see note 20).

In addition, since a significant amount of the Group’s future revenues will be denominated in RMB, the existing and any future restrictions on currency exchange may limit the Group’s ability to utilize revenues generated in RMB to fund the Group’s business activities outside of the PRC, if any, or expenditures denominated in foreign currencies.

F-24

NOAH EDUCATION HOLDINGS LTD.

12. Share-based compensation

In October 2006, the Company authorized an equity compensation plan (the “Equity Compensation Plan”) that provides for the issuance of options to purchase up to 1,473,442 ordinary shares, representing 5% equity interest in the Company, at the time of establishment of the plan, on a fully diluted basis. Pursuant to this Equity Compensation Plan, 1,473,442 ordinary shares were issued and held by Master Topful Limited (“Master Topful”). On October 26, 2006, Master Topful entered into agreements with certain employees of the Group to grant options to purchase 1,011,874 ordinary shares at an exercise price of US$1.4720 per share. These awards have a vesting period in which, for 438,238 options, 52% will vest from the grant date to December 31, 2006, another 38% will vest from January 1, 2007 to December 31, 2007, and the remaining 10% will vest from January 1, 2008 to December 31, 2008; and for the remaining 573,636 options, 30% will vest from the grant date to December 31, 2006, another 30% will vest from January 1, 2007 to December 31, 2007, and the remaining 40% will vest from January 1, 2008 to December 31, 2008. The employees cannot sell or transfer the options prior to the completion of the Company’s initial public offering. Under certain circumstances, the Company can repurchase those shares from these employees at the original purchase price.

On June 30, 2007, the Company terminated the Equity Compensation Plan, and adopted a new share incentive plan (the “2007 Share Incentive Plan”). The 1,473,442 shares issued and held by Master Topful were repurchased by the Company. Under the 2007 Share Incentive Plan, the Company may grant its employees, directors and consultants various types of awards including options to purchase ordinary shares of the Company, restricted shares or restricted share units. Up to 10% of the Company’s outstanding ordinary shares will be reserved for issuance under the 2007 Share Incentive Plan. The term of each award under the 2007 Share Incentive Plan will be specified in the respective award agreement. For option awards, they are generally granted with an exercise price that cannot be less than the fair market value of the Company’s share at the date of grant or at other prices as approved by the Compensation Committee of the Board. Concurrent with the termination of the Equity Compensation Plan, 1,471,442 options were granted on June 30, 2007 under the 2007 Share Incentive Plan. During the year ended June 30, 2008, 669,177 options were granted under the 2007 Share Incentive Plan. The following represents the vesting periods of these options that remain outstanding as of June 30, 2009:

Exercise price	Number of options
US$	Outstanding	Vesting period
Granted in 2007
0.0000	30,750	Vest upon a successful initial public offering
1.4720	572,346	30% will vest from the date of grant to December 31, 2007; 40% will vest from January 1, 2008 to December 31, 2008; the remaining 30% will vest upon a successful initial public offering
1.4720	203,832	37.5% will vest from the date of grant to December 31, 2007; 10% will vest from January 1, 2008 to December 31, 2008; the remaining 52.5% will vest upon a successful initial public offering

F-25

NOAH EDUCATION HOLDINGS LTD.

12. Share-based compensation — continued

Exercise price	Number of options
US$	Outstanding	Vesting period
Granted in 2007 — continued
1.4720	339,536	Vest upon a successful initial public offering
1.4720	30,802	30% will vest from the date of grant to December 31, 2007; 30% will vest from January 1, 2008 to December 31, 2008; the remaining 40% will vest from January 1, 2009 to December 31, 2009
3.8719	117,840	30% will vest from the date of grant to June 30, 2008; 30% will vest from July 1, 2008 to June 30, 2009; the remaining 40% will vest from July 1, 2009 to June 30, 2010
3.8719	6,858	30% will vest from the date of grant to December 31, 2007; 30% will vest from January 1, 2008 to December 31, 2008; the remaining 40% will vest from January 1, 2009 to December 31, 2009
6.1420	2,000	30% will vest from the date of grant to June 30, 2008; 30% will vest from July 1, 2008 to June 30, 2009; the remaining 40% will vest from July 1, 2009 to June 30, 2010
Granted in 2008
6.1420	2,000	30% will vest from the date of grant to June 30, 2008; 30% will vest from July 1, 2008 to June 30, 2009; the remaining 40% will vest from July 1, 2009 to June 30, 2010
5.56	587,504	30% will vest from the date of grant to December 31, 2008; 30% will vest from January 1, 2009 to December 31, 2009; the remaining 40% will vest from January 1, 2010 to December 31, 2010

F-26

NOAH EDUCATION HOLDINGS LTD.

12. Share-based compensation — continued

On December 18, 2008, the Company adopted a new share incentive Plan (the “2008 Share Incentive Plan”). Under the 2008 Share Incentive Plan, the Company may grant its employees, directors and consultants various types of awards including options to purchase ordinary shares of the Company, restricted shares or restricted share units. Up to 5% of the Company’s outstanding ordinary shares will be reserved for issuance under the 2008 Share Incentive Plan. The term of each award under the 2008 Share Incentive Plan will be specified in the respective award agreement. For option awards, they are generally granted with an exercise price that cannot be less than the fair market value of the Company’s share at the date of grant or at other prices as approved by the Compensation Committee of the Board. 1,279,000 options were granted during the year ended June 30, 2009 under the 2008 Share Incentive Plan. The following represents the vesting periods of these options that remain outstanding as of June 30, 2009:

Exercise price	Number of options
US$	Outstanding	Vesting period
2.6	1,279,000	30% will vest from the date of grant to December 31, 2009; 30% will vest from January 1, 2010 to December 31, 2010; the remaining 40% will vest from January 1, 2011 to December 31, 2011.

The options are granted under the following provisions: if the option holders terminated their services with the Group, the right to vest in the options granted will terminate effective as of the earlier of (i) when the written notice of termination of service is provided, or (ii) the date the option holders are no longer actively employed and physically present on the premises of the Group; once the options are vested, the option may be exercised in whole or in part, and must be exercised prior to the earlier of (i) one year following the termination of service with the Group by reason of death or disability; (ii) 90 days following the option holders’ active employment or service with the Group for any reason other than death or disability; (iii) the fifth anniversary after each respective vesting date. If the termination of service is by reason of cause, the right to exercise the option will terminate concurrently with the termination of service; and the shares acquired upon exercise of the option cannot be sold or transferred during the 180-day period following the effective date of the Company’s initial public offering.

The termination of the Equity Compensation Plan and the adoption of the 2007 Share Incentive Plan were accounted for as a modification. As a result of the modification, an additional compensation cost of RMB795,544 (US$104,512) was recognized in 2007.

Details of the option movements are included in the tables below.

The Company did not have other share-based compensation arrangements.

F-27

NOAH EDUCATION HOLDINGS LTD.

12. Share-based compensation — continued

Share options activity

The Company’s share option activities for the years ended June 30, 2007, 2008 and 2009 are set out below:

				Weighted		Weighted				Weighted
				average		averaged				average		Weighted
				exercise		remaining		Aggregate		intrinsic		average
	Options			price		contractual		intrinsic		value per		grant date
	outstanding			per share		life		value		share		fair value
				US$				US$		US$		US$
At July 1, 2006		—			—		—		—		—		—
Granted pursuant to the Equity Compensation Plan		1,011,874			1.4720		5		3,324,006		3.28		3.38
Termination of the Equity Compensation Plan		(1,001,874	)		1.4720				3,324,006		3.38		3.38
Granted pursuant to the 2007 Share Incentive Plan		1,471,442			1.6080		5		6,293,851		4.28		3.71
Outstanding at June 30, 2007		1,471,442			1.6080		5		6,293,851		4.28		—
Granted pursuant to the 2007 Share Incentive Plan		669,177			5.5617		4		—		—		2.11
Forfeited during the year		(37,866	)		1.9334				—		—		3.23
Exercised		(8,640	)		1.4720				28,365				3.38
Outstanding at June 30, 2008		2,094,113
Granted pursuant to the 2008 Share Incentive Plan		1,279,000			2.6000		4		456,265		0.36		1.39
Forfeited during the year		(89,588	)		4.9125				—		—		2.31
Exercised		(111,057	)		1.4720				266,254		2.40		3.38
Outstanding at June 30, 2009		3,172,468
Vested and expected to vest
As of June 30, 2009		1,673,309			3.5334
As of June 30, 2008		1,271,850			1.7802
Exercisable
As of June 30, 2009		1,429,200			3.5083
As of June 30, 2008		851,742			1.4533

As of June 30, 2009, there was approximately RMB15,890,541 (US$2,326,512) of unrecognized compensation cost related to nonvested share options granted under the 2007 and 2008 Share Incentive Plans, and is expected to be recognized over the weighted-average period of 2 years. The total fair value of options vested during the years ended June 30, 2007, 2008 and 2009 was RMB14,830,713, RMB20,344,637 and RMB8,173,461 (US$1,196,665), respectively. For the year ended June 30, 2009, the Company received RMB661,964 (US$96,917) for exercises of options.

F-28

NOAH EDUCATION HOLDINGS LTD.

12. Share-based compensation — continued

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

	June 30, 2007	June 30, 2008	June 30, 2009
Risk-free interest rate	4.74% to 4.89%	2.39% to 4.89%	1.31% to 1.60%
Expected option life	2.5 years to 3.5 years	3.5 years to 3.98 years	3.75 years to 3.92 years
Expected volatility	39.96%	39.95% to 46.31%	58.45%
Expected dividend	0%	0%	0%

Expected volatility is derived by reference to the average annualized standard deviations of the continuously compounded rates of return on the share prices of listed comparable companies. The expected option life has been assumed to be exercised evenly throughout the option life. The risk-free interest rate is based on the yields of the US Treasury bond as of the grant date with maturity closest to the relevant option expiry date.

13. Other operating expenses

	Years ended June 30,
	2007		2008		2009		2009
	RMB		RMB		RMB		US$
Aborted Alternative Investment Market (“AIM”) initial public offering expenses (Note)		20,220,890		—		—		—
Donation		—		3,000,000		—		—
Others		688,868		131,763		158,466		23,201
Total other operating expenses		20,909,758		3,131,763		158,466		23,201

Note: Aborted AIM initial public offering expenses are professional fees and other expenses incurred in 2006 related to the Company’s planned initial public offering on the AIM exchange. The offering was aborted in December 2006 and such costs were recognized as other operating expense.

14. Other operating income

	Years ended June 30,
	2007		2008		2009		2009
	RMB		RMB		RMB		US$
Subsidy income		37,204,620		39,913,661		43,360,888		6,348,407
Other operating income (Note)		2,818,757		4,187,166		2,214,893		324,279
		40,023,377		44,100,827		45,575,781		6,672,686

Note: Other operating income mainly comprised of sales of miscellaneous accessories and the write-off of old advances from customers.

F-29

NOAH EDUCATION HOLDINGS LTD.

15. Other non-operating income

	Years ended June 30,
	2007		2008		2009		2009
	RMB		RMB		RMB		US$
Unrealized exchange gain		—		41,574,303		3,042,036		445,380
Others		—		1,133,811		3,161,579		462,883
		—		42,708,114		6,203,615		908,263

16. Income tax expenses

The Company is incorporated in the Cayman Islands but has its main operations in the PRC through its PRC subsidiaries.

Cayman Islands and British Virgin Islands

The Company and Bright Sound Limited were incorporated in the Cayman Islands and BVI, respectively, and are not subject to the income tax. In addition, upon payments of dividends by the Company to its shareholders, no Cayman Islands or BVI withholding tax will be imposed.

PRC

Prior to January 1, 2008, pursuant to the PRC income tax laws, the Company’s subsidiaries and VIE are generally subject to Foreign Enterprise Income Taxes (“FEIT”) at a statutory rate of 33%. Some of these subsidiaries and VIE are located in the Shenzhen Special Economic Zone and under PRC income taxes laws, they are subject to a preferential tax rate of 15%. In addition, some of the Company’s subsidiaries are under PRC income tax laws entitled to a two year tax exemption followed by three years with a 50% reduction in the tax rate, commencing the first profitable year, after offsetting all unexpired tax losses carried forward from its first profit making year of operations (the “2-plus-3 Income Tax Holiday”).

INES, NNTS, NETS and BSTS were established in the Shenzhen Special Economic Zone. They are entitled to 2-plus-3 Income Tax Holiday.

On January 1, 2008, the new PRC income tax laws became effective. The new law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises. The new law provides a five-year transition period from its effective date for those enterprises which were established before the promulgation date of the new tax law and which were entitled to a preferential tax treatment such as a reduced tax rate or a tax holiday. That is, the subject tax rate will be 18%, 20%, 22%, 24% and 25% for calendar years 2008, 2009, 2010, 2011 and 2012, respectively for INES, NNTS, NETS and BSTS. However, under the new law, preferential tax treatment for Key Software Enterprise Tax Benefit has been removed.

INES and NNTS were entitled to a 50% income tax relief for the calendar years ended December 31, 2007 and 2008 as 2007 was the fourth year since the first profit making year (that is, a tax rate of 7.5% and 9% for the calendar years ended December 31, 2007 and 2008 respectively). Starting the calendar year of 2009, INES and NNTS are subject to a tax rate of 20%.

F-30

NOAH EDUCATION HOLDINGS LTD.

16. Income tax expenses — continued

NETS and BSTS were exempted from FEIT for both calendar years ended December 31, 2007 and 2008 as 2007 was the first profit making year. And they were entitled to a 50% income tax relief for the calendar year ending December 31, 2009 (that is, a tax rate of 10% for the calendar year ending December 31, 2009). The 2-plus-3 Income Tax Holiday will then end in the calendar year 2011 for NETS and BSTS.

BJS, CDS, BJNZY, BXNNS and CQS are established subsequent to the promulgation of the new tax law and as such, they are subject to the uniform income tax rate of 25%.

CDSD and CDZY were established in Chengdu High-Tech Economic Zone. They are recognized as key software companies and are entitled to exemption from FEIT for the 2-plus-3 Income Tax Holiday. However, CDSD and CDZY are still required to make the FEIT payments, and subsequently apply for tax refund pursuant to the Key Software Enterprise Tax Benefit after the 2-plus-3 Income Tax Holiday expired. Both CDSD and CDZY were exempted from FEIT for calendar year ended December 31, 2008 as 2008 was the first profit making year.

The Company’s other subsidiaries in the PRC have minimal operations, and the Group had minimal operations in jurisdictions other than the PRC.

Uncertainties exist with respect to how the PRC’s current income tax law applies to the Company’s overall operations, and more specifically, with regard to tax residency status. The new tax law includes a provision specifying that legal entities organized outside of the PRC will be considered residents for PRC income tax purposes if their place of effective management or control is within PRC. The Implementation Rules to the new tax law provide that non-resident legal entities will be considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. occurs within the PRC. Additional guidance is expected to be released by the PRC government in the near future that may clarify how to apply this new tax law to taxpayers. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Company does not believe that its legal entities organized outside of the PRC should be treated as residents for the new tax law’s purposes. If one or more of the Company’s legal entities organized outside of the PRC were characterized as PRC tax residents, the impact would adversely affect the Company’s results of operation.

Aggregate undistributed earnings of the Company’s subsidiaries and VIE in the PRC that are available for distribution to the Company of approximately RMB489 million (approximately US$72 million) at June 30, 2009 are considered to be indefinitely reinvested, and accordingly, no provision has been made for the PRC dividend withholding taxes that would be payable upon the distribution of those amounts to the Company. In an announcement formally made on February 22, 2008, the PRC authorities clarified that the distributions made out of undistributed earnings that arose prior to January 1, 2008 would not give rise to withholding tax.

F-31

NOAH EDUCATION HOLDINGS LTD.

16. Income tax expenses — continued

The following table sets forth current income tax expenses of the Company’s PRC subsidiaries and VIE, which were included in the consolidated statements for the periods presented:

	Years ended June 30,
	2007			2008		2009		2009
	RMB			RMB		RMB		US$
Current tax		6,130,625			17,608		171,798		25,153
Deferred tax		(3,238,258	)		1,083,787		83,085		12,164
		2,892,367			1,101,395		254,883		37,317

A reconciliation of income tax expense to the amount computed by applying the current tax rate to the income before income taxes in the consolidated statements of operations were as follows:

	Years ended June 30,
	2007			2008			2009			2009
	RMB			RMB			RMB			US$
Income before income taxes		69,320,666			145,299,866			97,245,126			14,237,522
Tax at the domestic income tax rate of 33% or 25%		22,875,820			40,748,688			24,311,282			3,559,381
Tax effect of income that are not taxable:
Allowance for research and development		(777,299	)		(2,970,336	)		(3,076,898	)		(450,484	)
Derivative gain		—			—			(1,451,878	)		(212,567	)
Other non-taxable income		—			—			(816,130	)		(119,488	)
Tax effect of expenses that are not deductible:
Share-based compensation expenses		2,232,888			1,943,731			1,148,507			168,151
Certain employee’s benefits		393,531			612,491			—			—
Other non-deductible expenses		250,671			721,968			188,236			27,559
Tax effect of intercompany transactions that are not (taxable) deductible		(1,096,832	)		(9,628,803	)		11,604,484			1,698,996
Effect of tax holidays and tax concessions:
Preferential tax treatment		(12,477,719	)		(10,130,397	)		(12,182,410	)		(1,783,610	)
2-plus-3 Income Tax Holiday		(14,621,847	)		(15,335,879	)		(18,003,975	)		(2,635,937	)
Change in valuation allowance		10,346,032			12,174,535			6,804,482			996,234
Non-taxable VAT refund		(5,446,398	)		(5,592,637	)		(6,524,172	)		(955,195	)
Effect of changes in enacted tax law and rates		(3,895,292	)		(11,884,938	)		(5,798,705	)		(848,980	)
Effect of loss of the Company and subsidiaries not subject to tax in other jurisdictions		5,108,812			442,972			4,037,471			591,120
Others		—			—			14,589			2,137
		2,892,367			1,101,395			254,883			37,317

F-32

NOAH EDUCATION HOLDINGS LTD.

16.	Income tax expenses — continued
	The aggregate amount and per share effect of the tax holidays and tax concessions are as follows:

	Years ended June 30,
	2007		2008		2009		2009
	RMB		RMB		RMB		US$
The aggregate effect		27,099,566		25,466,276		30,186,385		4,419,547
Per share effect — basic		1.26		0.77		0.83		0.12
Per share effect — diluted		0.92		0.74		0.81		0.12

The Group has made its assessment of the level of tax authority for each tax position (including the potential application of interest and penalties) based on the technical merits, and has measured the unrecognized tax benefits associated with the tax positions. Based on the evaluation by the Group, it is concluded that there are no significant uncertain tax positions or unrecognized tax benefit which would favorably affect the effective income tax rate in future periods. The Group does not anticipate any significant increases or decrease to its liabilities for unrecognized tax benefit within the next twelve months. The Group classifies interest and/or penalties related to income tax matters in income tax expense. As of June 30, 2009, there is no interest and penalties related to uncertain tax positions. The tax positions for the years 2006 to 2009 may be subject to examination by the PRC tax authorities.

Significant components of deferred tax assets:

	Years ended June 30,
	2008			2009			2009
	RMB			RMB			US$
Tax loss carried forwards		24,126,667			31,699,575			4,641,090
Allowance for excess and obsolete inventories		6,254,037			6,786,813			993,648
Allowance for doubtful debts		3,287,663			2,121,791			310,648
Deferred revenue		231,622			13,207			1,934
Total deferred tax assets		33,899,989			40,621,386			5,947,320
Less: valuation allowance		(31,745,517	)		(38,549,999	)		(5,644,051	)
Total net deferred tax assets		2,154,472			2,071,387			303,269

Movement of valuation allowances:

	As of June 30,
	2007		2008		2009		2009
	RMB		RMB		RMB		US$
At the beginning of year		5,697,050		19,570,982		31,745,517		4,647,817
Effect of change in tax rate		3,527,900		—		—		—
Current year addition		10,346,032		12,174,535		6,804,482		996,234
At the end of year		19,570,982		31,745,517		38,549,999		5,644,051

Valuation allowances have been provided on the deferred tax assets because the Company believes that it is not more likely than not that the assets will be utilized. As of June 30, 2008 and 2009, valuation allowances were provided for the deferred tax assets relating to the future benefit of net operating loss carry forward as the management determines that the utilization of those net operating loss carry forward not more likely than not. If events occur in the future that allow the Group to realize more of its deferred tax assets than the presently recorded amount, an adjustment to the valuation allowances will increase income when those events occur. Tax losses carry forward in the amount of approximately RMB76,613,849, RMB29,843,732 and RMB52,005,652 (US$7,614,075), incurred in the years ended June 30, 2007, 2008 and 2009, respectively, will expire in the years ending June 30, 2012, 2013 and 2014, respectively.

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NOAH EDUCATION HOLDINGS LTD.

17.	Net income per share
	The following table sets forth the computation of basic and diluted income per share for the years indicated:

	As of June 30,
	2007			2008			2009		2009
	RMB			RMB			RMB		US$
Net income		66,428,299			144,198,471			96,990,243		14,200,205
Deemed dividend on issuance of preference shares		(1,516,362	)		(379,092	)		—		—
Deemed dividend on issuance of warrants		(1,136,710	)		—			—		—
Dividends on preference share		(17,705,374	)		—			—		—
Amounts allocated to preference shares for participating rights to dividends		3,719,846			(10,278,093	)		—		—
Income attributable to holders of ordinary shares — basic		49,789,699			133,541,286			96,990,243		14,200,205
Amount allocated to preference shares for participating rights to dividends		(3,719,846	)		10,278,093			—		—
Derivative loss		55,207			—			—		—
Amount reallocated to preference shares for participating rights to dividends		3,190,390			(10,042,717	)		—		—
Income attributable to holders of ordinary shares — diluted		49,315,450			133,776,662			96,990,243		14,200,205
Weighted average ordinary shares outstanding used in computing basic income per share		21,473,442			33,153,982			36,446,790		36,446,790
Plus incremental weighted average ordinary shares from assumed exercise of share options using the treasury stock method		1,433,242			902,333			622,702		622,702
Shares used in calculating diluted income per share		22,906,684			34,056,315			37,069,492		37,069,492
Basic earnings per share		2.32			4.03			2.66		0.39
Diluted earnings per share		2.15			3.93			2.62		0.38

The Company had securities which could potentially dilute basic income per share in the future, but which were excluded from the computation of diluted net income per share in the periods presented, as their effects would have been anti-dilutive. Such outstanding securities consist of the following:

	As of June 30,
	2007		2008		2009
Warrants		—		218,064		—
Share options		—		—		1,903,107

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NOAH EDUCATION HOLDINGS LTD.

18.	Related party transactions
	The Company has entered into a number of transactions with related parties. The balances and transactions with these related parties for the years ended June 30, 2007, 2008 and 2009 are as follows:

Name of related party	Relationship with the Group
Xu Dong	Chairman, director and shareholder
Wang Xiao Tong	Director and shareholder
Chengdu Nuo Ya Wei Ye Trading Co., Ltd. (“Chengdu Nuo Ya Wei Ye”)	Distributor with common shareholder in prior year
Tang Ben Guo	Director and shareholder
Rick Chen (note 1)	Executive Vice President
Liu Ding Jian (note 2)	Vice President, Marketing
Ouyang Ming	Vice President, Content Development
Xiao Xian Quan (note 4)	Director, Chief Operating Officer and Vice Presidents, Sales
Dora Li (note 3)	Chief Financial Officer
Liu Yi	Vice President, Sales and Marketing

Note 1: Rick Chen resigned on August 1, 2009.

Note 2: Liu Ding Jian resigned on April 1, 2009.

Note 3. Dora Li became a Vice President, Finance and Finance Controller on November 9, 2009.

Note 4: Xiao Xian Quan became a director of the Company on November 9, 2009.

(1) Balances with its related parties

		As of June 30,
	Name of related party	2008		2009		2009
		RMB		RMB		US$
Related party receivables	Tang Ben Guo		149,161		9,233		1,352
	Wang Xiao Tong		5,914		—		—
	Xu Dong		92,511		55,000		8,052
	Xiao Xian Quan		390,623		324,345		47,487
	Dora Li		—		462		68
	Rick Chen		5,482		21,098		3,089
	Ouyang Ming		11,817		203,488		29,792
	Liu Ding Jian		50,580		—		—
	Liu Yi		—		14,000		2,050
			706,088		627,626		91,890

	The amounts are unsecured, interest free and are repayable on demand.
(2)	Transactions with related parties

(i) Sales between the Group and its related parties are as follows:

		Year ended June 30,
Account	Name of related party	2007		2008		2009		2009
		RMB		RMB		RMB		US$
Sales	Chengdu Nuo Ya Wei Ye		18,439,980		—		—		—

F-35

NOAH EDUCATION HOLDINGS LTD.

19.	Commitments and contingencies
	Commitments
	As of June 30, 2009, the Company had commitments under non-cancelable operating leases for office facilities and contracts for marketing expenses. Future minimum lease payments at June 30, 2009, by year end are as follows:

	Operating
	leases
	for office		Marketing
	facilities		expenses		Total		Total
	RMB		RMB		RMB		US$
2010		4,203,052		2,932,137		7,135,189		1,044,653
2011		1,800,177		—		1,800,177		263,561
2012		1,422,216		—		1,422,216		208,225
2013		1,316,710		—		1,316,710		192,778
2014		1,287,048		—		1,287,048		188,435
Thereafter		268,135		—		268,135		39,257
		10,297,338		2,932,137		13,229,475		1,936,909

The Group incurred rental expenses under operating leases of RMB3,419,880, RMB5,793,608 and RMB7,427,482 (US$1,087,447) for the years ended June 30, 2007, 2008 and 2009, respectively.

Significant legal proceedings

In October 2008, a securities class action lawsuit, entitled Seidel v. Noah Education Holdings Ltd. et al. was filed in the United States District Court for the Southern District of New York against the Company in connection with the Company’s October 2007 initial public offering. The plaintiffs in this case allege that the registration statement of the Company’s October 2007 initial public offering purported to warn about the potential impact of increases in component costs, but failed to disclose that the Group was then experiencing increased raw material costs. The plaintiffs allege federal securities law violations and seek unspecified damage. In November 2008, two additional securities class action lawsuits, entitled Schapiro v. Noah Education Holdings Ltd. et al. and Sebik v. Noah Education Holdings Ltd. et al. were filed in the United States District Court for the Southern District of New York against the Company with substantially the same allegation. The court has consolidated these complaints into a single action and the consolidated complaint added a new allegation, claiming the registration statement of the Company’s October 2007 initial public offering failed to disclose that one model of the DLD devices did not include a recycling warning sticker required under the PRC laws. The Company has vigorously defended against the lawsuit and believes that the plaintiffs’ allegation has no merit.

F-36

NOAH EDUCATION HOLDINGS LTD.

19.	Commitments and contingencies — continued
	Significant legal proceedings — continued
	In October 2005 and December 2006, Beijing Ren’ai Education Institution (“Beijing Ren’ai”) commenced two separate proceedings at the Beijing First Intermediate People’s Court against INES for alleged infringement of Beijing Ren’ai’s copyright in its textbooks and recorded pronunciations of English words used by INES on its website. Beijing Ren’ai withdrew its first claim in December 2006 and its second claim in February 2007. In July 2007, Beijing Ren’ai commenced two new legal proceedings at the Beijing Haidian District People’s Court and the Anhui Province Hefei City Intermediate People’s Court against INES on substantially the same grounds and claimed RMB500,000 as compensation. The judgments of the legal proceedings were delivered in May 2008 and July 2008, and INES was ordered to settle compensation of approximately RMB165,000 and RMB63,000 to Beijing Ren’ai. In September 2008, INES appealed the judgment of Anhui Province Hefei City Intermediate People’s Court to Anhui Province Higher People’s Court. In June 2009, the appellate court issued the final judgment ordering INES to pay settlement compensation of approximately RMB62,000 to Beijing Ren’ai. Accruals of RMB62,000 has been made as of June 30, 2009. In January 2009, INES appealed the judgment of Beijing Haidian District People’s Court to the appellate court, Beijing First intermediate People’s Court and the case remains pending as of the date of this report. In August 2009, Beijing Ren’ai filed a new proceeding at Beijing Haidian District People’s Court against INES for the same cause of action. INES objected on jurisdiction grounds to the court and the case remains pending as of the date of this report.
	In August 2008, Beijing Chinese Online Cultural Development Co., Ltd., (“Beijing Chinese Online”) filed a proceeding at Shenzhen Futian District People’s Court against INES and Zhi Yuan for alleged infringement of Beijing Chinese Online’s copyrights. The case was settled during fiscal year 2009 by compensation of approximately RMB324,266 to the plaintiff.
	In November 2008 and January 2009, Shenzhen Wanhong Technology Development Co., Ltd., (“Shenzhen Wanhong”) commenced two separate legal proceedings at the Shenzhen Intermediate People’s Court and Jinan Intermediate People’s Court against INES and NNTS for alleged infringement of Shenzhen Wanhong’s patent right. In March 2009, judgment from the Shenzhen Intermediate People’s Court was delivered. INES and NNTS was order to settle compensation of approximately RMB514,000. INES and NNTS appealed to Guangdong Province Higher People’s Court and final judgment was issued in September 2009 dismissing all the claims of Shenzhen Wanhong. In relation to the case filed at Jinan Intermediate People’s Court, INES and NNTS requested the Patent Reexamination Board of the State Intellectual Property Office to reexamine Shenzhen Wanhong’s patent and declare it invalid. As a result of the reexamination, the Patent Reexamination Board invalidated Shenzhen Wanhong’s patent. Shenzhen Wanghong consequently filed an administrative action against the Patent Reexamination Board at Beijing First Intermediate People’s Court. As of the date of this report, the validity of Shenzhen Wanhong’s patent right has not been determined and the case filed at Jinan Intermediate People’s Court remains pending.
	Other contingency
	The Company has not made adequate social welfare payments as required under applicable PRC labor laws. Accrual for the amounts under-paid has been made in the reported periods and amounted to RMB6,647,580 and RMB7,202,858 (US$1,054,560) as of June 30, 2008 and 2009, respectively. However, accrual for the penalties that may be imposed by the relevant PRC government authorities has not been made in the financial statements as management considered that it is not probable the relevant PRC government authorities will impose any penalty at all. Should the PRC government decide to assess penalty, the amount is estimated to be approximately RMB5,047,000 (US$739,000) as of June 30, 2009 (RMB4,457,000 as of June 30, 2008).

F-37

NOAH EDUCATION HOLDINGS LTD.

20.	Statutory reserves
	The Group’s subsidiaries incorporated in the PRC are required to make appropriations of retained earnings set at certain percentage of after-tax profit determined in accordance with PRC accounting standards and regulations (“PRC GAAP”) to statutory surplus reserve and statutory public welfare fund whenever dividends are declared by these PRC subsidiaries.
	The statutory surplus reserve can be used to increase the registered capital and eliminate future losses of the companies. It cannot be distributed to shareholders except in the event of a solvent liquidation of the companies. The Group’s subsidiaries are required to appropriate 10% of their profit after income tax calculated in accordance with the PRC accounting standard and system to the statutory surplus reserve until the balance reaches 50% of their respective registered capital, where further appropriation, will be at their directors’ recommendation. During the year ended June 30, 2005, the Group made total appropriations to these statutory reserves of approximately RMB5,000,000. The statutory surplus reserve balance at June 30, 2008 and 2009, were RMB5,000,000 and RMB5,000,000 (US$732,043), respectively.
	The statutory welfare public reserve can only be used for the collective benefits and facilities of the employees. The Group’s subsidiaries are required to appropriate certain of their profit after income tax calculated in accordance with the PRC accounting standard and system to the statutory welfare public reserve. The percentage of appropriation will be at their directors’ recommendation. No appropriation was made during the report periods.
	These reserves represents appropriations of retained earnings determined according to PRC law and may not be distributable.
	In addition to these reserves, the registered capital of the Company’s PRC subsidiaries are also restricted. The total amount of the restricted capital and reserves at June 30, 2008 and 2009 amounted to RMB781,017,056 and RMB921,999,899 (US$134,988,712), respectively.

21.	Segment information
	Operating segments are defined as components of an enterprise that engage in business activities for which separate information is available and evaluated by the chief operating decision maker. During the years ended June 30, 2007, the Group operates in one operating segment, and this includes primarily the development, manufacture and sale of specialty handheld digital learning devices and content. During the year ended June 30, 2008 and 2009, the Group also provides after-class tuition programs to primary and secondary school students. The net revenue, net income and assets relating to the after-class tuition segment accounted for less than 10% of the Company’s consolidated net revenue, net income and assets.
	Geographical disclosures: the Company mainly operates in the PRC and in 2007, 2008 and 2009, no single country other than mainland China accounted for 10% or more of the Company’s consolidated net revenue. In addition, all the identifiable assets of the Company are located in the PRC.
	Major customers: There are no single customers who contributed for 10% or more of the Company’s net revenue for the years ended June 30, 2007, 2008 and 2009.

F-38

NOAH EDUCATION HOLDINGS LTD.

21.

Segment information — continued

Product groups: the Company sells specialty handheld electronic learning devices, which include digital learning devices and e-dictionaries, that are similar in nature, have similar production process, have similar type of customers and utilize the same distribution method, as discrete financial information is not available for the Company’s operations of prepaid cards and software; they are considered to be service lines instead of segment. Revenue from these product groups are as follows:

	For the years ended June 30,
	2007		2008		2009		2009
	RMB		RMB		RMB		US$
Electronic learning devices		548,164,024		644,957,464		664,745,790		97,324,499
Prepaid premium cards		5,543,896		1,251,406		175,284		25,663
Software		1,517,094		3,864,279		1,517,094		222,116
		555,225,014		650,073,149		666,438,168		97,572,278
Tuition fee income		—		1,861,453		4,707,511		689,219
		555,225,014		651,934,602		671,145,679		98,261,497

22.	Subsequent event
	The Company has evaluated subsequent events, through the date that the consolidated financial statements were issued on November 20, 2009.
	On May 22, 2009, the Company signed a Share Purchase Agreement (“SPA”) with Sunshine Nation Limited, a company with limited liability organized under the laws of the British Virgin Islands, (the “Seller”), and the other parties, including Mr. Du, Tianming, Mr. Du, Liangdong and Mr. Du, Siyuan, to acquire all the issued and outstanding shares of Global Ring Limited. Mr. Du, Siyuan is the sole owner of the Seller. Mr. Du, Tianming and Mr. Du, Liangdong are the key management of Changsha Little New Star Cartoon Digital Technology Ltd., (“Little New Star”), a company organized under the laws of the PRC, which is a wholly-owned subsidiary of Global Ring Limited. Little New Star, a Changsha based private education service provider, is a leading provider in kids’ English language training in China.
	The total consideration is RMB53,000,000 of cash and 2,647,743 of the Company’s ordinary shares, issuable to the seller on the closing day.
	As of June 30, 2009, RMB21,581,952 (US$3,159,783) was prepaid and disclosed as deposits for investment in the consolidated financial statements.
	The transaction was closed on July 2, 2009.

F-39

NOAH EDUCATION HOLDINGS LTD.

22.	Subsequent event — continued
	On September 30, 2009, the Company signed Share Subscription Agreement with Saunders Acquisition Corporation (“Saunders”), a Delaware Corporation to subscribe 400,000 shares of Series B Preferred stock of Saunders for a subscription price of US$1 million. Saunders was formed for the purpose of consummating a merger (the “Merger”) with and into Franklin Electronic Publishers, Incorporated, a Pennsylvania corporation (“Franklin”). The Company’s acquisition of the Series B Preferred stock of Saunders is conditional on the completion of the Merger. Saunders is currently owned by the senior management of Franklin. On the effective date of the Merger, shares of the Series B Preferred stock of Saunders will be converted into shares of Series B Preferred stock of Franklin as the surviving corporation. The Merger is expected to be completed in the first calendar quarter of 2010.
	On September 30, 2009, the Company also signed a Share Purchase Agreement with Shining See Limited (“Shining Sea”), an exempted company organized under the laws of the Island of Bermuda and a current shareholder of Franklin to purchase 800,000 shares of Series A Preferred stock of Franklin from Shining Sea for a purchase price of US$2 million. Shining Sea is an investment vehicle principally owned by a trust created for the benefit of Dr. James Simons, the founder of Renaissance Technologies LLC and a current director of Franklin, and his family. In addition, Shining Sea has separately agreed to purchase 365,630 ordinary shares of the Company, approximately 1.0% of the Company’s outstanding ordinary shares, from Global Wise Technologies Ltd. and Dynamic View Investments Limited, two existing shareholders of the Company, at a per share price of US$5.47 per share. The Company’s acquisition of the Series A Preferred stock of Franklin is conditional on the completion of the Merger.

23.	Convertible preference shares
	In April 2004, the Company entered into a series A preference share purchase agreement with Baring and Alpha, pursuant to which, the Company issued 6,521,962 series A preference shares (“Convertible Preference Shares”). The issuance price of the Convertible Preference Shares was US$2.4533 per share and total consideration paid by the investors for the Convertible Preference Shares was US$16,000,000. Upon completion of the initial public offering in October 2007, all convertible preference shares were automatically converted into 6,521,962 ordinary shares based on the carrying value of the convertible preference shares at date of conversion.
	The holders of Convertible Preference Shares have various rights and preferences as follows:
	Conversion
	The Convertible Preference Shares are convertible to ordinary shares at US$2.4533 per share at the discretion of the holders anytime and shall be automatically converted to ordinary shares upon a fully underwritten initial public offering with gross proceeds to the Company of not less than US$50,000,000 (“Qualified IPO”).

F-40

NOAH EDUCATION HOLDINGS LTD.

23.	Convertible preference shares — continued
	Redemption
	At any time commencing on July 1, 2009, each Convertible Preference Shares would have been redeemable at the option of the holders at a redemption price equal to the original issuance price plus all declared but unpaid dividends thereon up to the date of redemption.
	Liquidation and reorganization
	In the event of any trade sale, merger, acquisition, reorganization or other transaction involving the Group in which the original shareholders do not retain a majority of the voting power in the surviving entity, or any change in the control, or a sale of all or substantially all of the assets or business of the Group (“Sale Event”), the holders of Convertible Preference Shares shall be entitled either a portion of the proceeds of such Sale Event, in proportion to the shareholding of holders of Convertible Preference Shares in the Company (on an as-if-converted basis); or if within 3 years after July 1, 2004, the selling price of the Company is less than US$100,000,000 in a Sale Event, the holders of the Convertible Preference Shares shall be entitled to cash amount of 150% of the original issuance price, plus all declared but unpaid dividends.
	Subject to above, in the event of any liquidation, winding up or dissolution of any Group company, or any other Sale Event, or any initial public offering which is not a Qualified IPO, all the assets and funds of the Company available for distribution to members shall be distributed pro rata among all the holders of Convertible Preference Shares (on an as-if-converted basis) and ordinary shares.
	Voting rights
	Each holder of Convertible Preference Shares shall have the right to one vote for each ordinary share into which such Convertible Preference Shares could then be converted, with full voting rights and powers equal to the voting rights and powers of the holders of ordinary shares.
	Dividends rights
	Any dividends or distributions shall be distributed among all holders of ordinary shares and Convertible Preference Shares in proportion to the number of ordinary shares that would be held by each such holder as if all Convertible Preference Shares were converted to ordinary shares at the effective conversion date. No dividends shall be declared or distributed to ordinary shareholders unless until a dividend in like amount and kind has first been declared and paid in full to the Series A Preference Shareholders on an as-if-converted basis.
	The Company has determined that there was no embedded beneficial conversion feature attributable to the Convertible Preference Shares as the initial conversion price was higher than the estimated fair value of the Company’s ordinary shares on the commitment date.

F-41

NOAH EDUCATION HOLDINGS LTD.

23.	Convertible preference shares — continued
	Antidution provisions
	In the event the number of ordinary shares shall be increased by a stock dividends payable in ordinary shares, stock split, subdivision or other similar transactions, the conversion price for the Convertible Preference Shares (“Conversion Price”) shall be decreased in proportion to the percentage increase in the outstanding number of ordinary shares. In the event the number of ordinary shares shall be decreased by a reverse stock split, combination consolidation, or other similar transaction, the Conversion Price shall be increased in proportion to the percentage decrease in the outstanding number of ordinary shares.
	If the Company shall issue any ordinary shares, rights, options or warrants or any securities convertible or exchangeable into ordinary shares, with the exception to shares issued in connection with the Company’s equity incentive plan, for a consideration per share less than the Conversion Price, the Convertible Preference Shareholders shall be entitled to receive additional Convertible Preference Shares.

F-42

SCHEDULE 1

NOAH EDUCATION HOLDINGS LIMITED

BALANCE SHEET

	As of June 30,
	2008			2009
	RMB			RMB
Assets
Current assets
Cash and cash equivalents		21,437,399			70,594,995
Amounts due from subsidiaries		871,865,481			788,271,786
Trading investments		12,875,217			7,978,942
Prepaid expenses and other current assets		3,012,709			424,086
Total current assets		909,190,806			867,269,809
Investments in subsidiaries		394,067,207			312,732,885
Deposit for investment		—			18,581,952
Total assets		1,303,258,013			1,198,584,646
Liabilities and Shareholders’ Equity
Current Liabilities
Other payables and accruals		3,308,508			3,797,194
Deferred revenue		1,469,806			1,465,375
Total current liabilities		4,778,314			5,262,569
Non-current Liabilities
Warrants		5,830,023			—
Deferred revenue		7,716,488			6,227,860
Total non-current liabilities		13,546,511			6,227,860
Total liabilities		18,324,825			11,490,429
Shareholders’ Equity Ordinary shares, US$0.00005 par value; 600,000,000 shares authorized as of June 30, 2008 and 2009; 38,063,201 and 35,589,120 shares issued and outstanding as of June 30, 2008 and 2009 respectively		15,349			14,504
Additional paid-in capital		1,169,618,982			1,029,778,033
Accumulated other comprehensive loss		(89,949,455	)		(93,632,438	)
Retained earnings		205,248,312			250,934,118
Total shareholders’ equity		1,284,933,188			1,187,094,217
Total liabilities and shareholders’ equity		1,303,258,013			1,198,584,646

F-43

SCHEDULE 1
(Continued)

NOAH EDUCATION HOLDINGS LIMITED

STATEMENT OF OPERATIONS

	Years ended June 30,
	2007			2008			2009
	RMB			RMB			RMB
General and administrative expenses		(14,239,240	)		(7,445,427	)		(14,638,999	)
Other operating expenses		(20,220,890	)		—			(14,596	)
Other operating income (loss)		—			49,872,230			(3,883,766	)
Operating (loss) income		(34,460,130	)		42,426,803			(18,537,361	)
Derivative (loss) gain		(55,207	)		(1,868,238	)		5,807,511
Other non-operating income		—			1,133,811			3,161,579
Investment loss		—			(810,067	)		(934,649	)
Interest income		408,025			11,062,762			324,807
Income (loss) before income taxes		(34,107,312	)		51,945,071			(10,178,113	)
Provision for income taxes		—			—			—
Income (loss) after tax		(34,107,312	)		51,945,071			(10,178,113	)
Share of net profits of subsidiaries, net of taxes		100,535,611			92,253,400			107,168,356
Net income		66,428,299			144,198,471			96,990,243
Preference stock dividend		(17,705,374	)		—			—
Deemed dividend		(2,653,072	)		(379,092	)		—
Net income attributable to ordinary shareholders		46,069,853			143,819,379			96,990,243

F-44

SCHEDULE 1
(Continued)

NOAH EDUCATION HOLDINGS LIMITED

STATEMENT OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

										Accumulated
							Additional			other						Total
	Ordinary shares						paid-in			comprehensive			Retained			shareholders’			Comprehensive
	Share			Amount			capital			(Loss) Income			earnings			equity			income
				RMB			RMB			RMB			RMB			RMB			RMB
As at July 1, 2006		21,473,442			8,888			32,572,269			(2,481,967	)		77,396,303			107,495,493			—
Net income		—			—			—			—			66,428,299			66,428,299			66,428,299
Share-based compensation		—			—			14,830,713			—			—			14,830,713			—
Cumulative Translation Adjustment		—			—			—			(3,015,859	)		—			(3,015,859	)		(3,015,859	)
Deemed distribution to shareholders		—			—			—			—			(1,516,362	)		(1,516,362	)		—
Deemed dividend on issuance of warrants		—			—			—			—			(4,879,307	)		(4,879,307	)		—
Deemed capital contribution from shareholders on disposal of a subsidiary		—			—			1,334,957			—			—			1,334,957			—
Dividend to ordinary shareholders and preference shareholders (RMB2.715 per share)		—			—			—			—			(76,000,000	)		(76,000,000	)		—
As at June 30, 2007		21,473,442			8,888			48,737,939			(5,497,826	)		61,428,933			104,677,934			63,412,440
Issue of ordinary shares pursuant to initial public offering		10,202,641			3,809			1,067,015,352			—			—			1,067,019,161			—
Direct offering expenses		—			—			(90,480,425	)		—			—			(90,480,425	)		—
Conversion of preference shares to ordinary shares		6,521,962			2,698			129,753,248			—			—			129,755,946			—
Share repurchase		(143,484	)		(49	)		(5,833,952	)		—			—			(5,834,001	)		—
Exercise of share options		8,640			3			82,183			—			—			82,186			—
Net income		—			—			—			—			144,198,471			144,198,471			144,198,471
Share-based compensation		—			—			20,344,637			—			—			20,344,637			—
Cumulative translation adjustment		—			—			—			(84,451,629	)		—			(84,451,629	)		(84,451,629	)
Deemed distribution to shareholders		—			—			—			—			(379,092	)		(379,092	)		—
As at June 30, 2008		38,063,201			15,349			1,169,618,982			(89,949,455	)		205,248,312			1,284,933,188			59,746,842
Share repurchase		(2,585,138	)		(883	)		(62,461,110	)		—			—			(62,461,993	)		—
Exercise of share options		111,057			38			661,926			—			—			661,964			—
Net income		—			—			—			—			96,990,243			96,990,243			96,990,243
Share-based compensation		—			—			8,173,461			—			—			8,173,461			—
Cumulative translation adjustment		—			—			—			(3,682,983	)		—			(3,682,983	)		(3,682,983	)
Dividend to ordinary shareholders		—			—			(86,215,226	)		—			(51,304,437	)		(137,519,663	)		—
As at June 30, 2009		35,589,120			14,504			1,029,778,033			(93,632,438	)		250,934,118			1,187,094,217			93,307,260

F-45

SCHEDULE 1
(Continued)

NOAH EDUCATION HOLDINGS LIMITED

STATEMENT OF CASH FLOWS

	Years ended June 30,
	2007			2008			2009
	RMB			RMB			RMB
Cash flows from operating activities:
Net income		66,428,299			144,198,471			96,990,243
Adjustments to reconcile net income to net cash provide by (used in) operating activities:
Share of net profits of subsidiaries		(100,535,611	)		(92,253,400	)		(107,168,356	)
Derivative loss (gain)		55,207			1,868,238			(5,807,511	)
Loss on trading investments, net		—			852,373			1,428,850
Share based compensation		—			825,865			1,384,373
Dividend received from a subsidiary		76,000,000			—			—
Unrealized exchange difference		(2,544,842	)		(137,927,681	)		263,282
Changes in current assets and liabilities:
Trading investments		—			(13,727,590	)		3,467,425
Prepaid expenses and other current assets		(79,963	)		(2,932,746	)		2,588,623
Other payables and accruals		7,085,011			(4,006,766	)		488,686
Deferred revenue		—			9,186,294			(1,493,059	)
Net cash provided by (used in) operating activities		46,408,101			(93,916,942	)		(7,857,444	)
Cash flows from investing activities:
Deposit for investment		—			—			(18,581,952	)
Capital injections in subsidiaries		—			(22,649,638	)		—
(Advances to) repayment from subsidiaries		(6,757,740	)		(848,185,373	)		275,001,695
Repayment from a subsidiary		44,163,431			—			—
Net cash provided by (used in) investing activities		37,405,691			(870,835,011	)		256,419,743
Cash flows from financing activities:
Proceeds from issuance of ordinary shares, net of issuance costs		—			976,538,736			—
Proceeds from exercise of share options		—			82,186			661,964
Shares repurchase		—			(5,834,001	)		(62,461,993	)
Dividend paid to ordinary and preference shareholders		(76,000,000	)		—			(137,519,663	)
Net cash (used in) provided by financing activities		(76,000,000	)		970,786,921			(199,319,692	)
Effect of exchange rate changes on cash and cash equivalents		(470,852	)		(1,698,532	)		(85,011	)
Net increase in cash and cash equivalents		7,813,792			6,034,968			49,242,607
Cash and cash equivalents at beginning of year		9,758,023			17,100,963			21,437,399
Cash and cash equivalents at end of year		17,100,963			21,437,399			70,594,995

F-46

SCHEDULE 1
(Continued)

NOAH EDUCATION HOLDINGS LIMITED

NOTE TO SCHEDULE 1

Schedule 1 has been provided pursuant to the requirements of Rule 12-04(a) and 4-08(e)(3) of Regulation S-X, which require condensed financial information as to financial position, changes in financial position and results and operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of the consolidated and unconsolidated subsidiaries together exceed 25 percent of consolidated net assets as of end of the most recently completed fiscal year. As of June 30, 2009 and 2008, RMB921,999,899 (US$134,988,712) and RMB781,017,056 of the restricted capital and reserves are not available for distribution, respectively, and as such, the condensed financial information of the Company has been presented for the years ended June 30, 2007, 2008 and 2009.

During the year ended June 30, 2007, a cash dividend of RMB76,000,000 (equivalent to US$11,127,053) was declared by a subsidiary of the Company.

F-47

EX-1.1

Exhibit 1.1

CONFORMED VERSION
THE COMPANIES LAW (2007 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

NOAH EDUCATION HOLDINGS LTD.

Adopted by Special Resolution passed on 5 October 2007 and effective immediately upon (i) completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares on the New York Stock Exchange and (ii) the re-designation of the 400,000,000 Series A Preference Shares of US$0.00005 par value each in the Company as ordinary shares of US$0.00005 par value each

Conformed to include amendments made by special resolution passed on 18 December 2008

1. The name of the Company is Noah Education Holdings Ltd.

2. The Registered Office of the Company shall be at the offices of M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, or at such other place as the Directors may from time to time decide.

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (2007 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands.

4. The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.

5. The authorized share capital of the Company is US$50,000 divided into 1,000,000,000 ordinary shares of a nominal or par value of US$0.00005 each. The Company has the power to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (2007 Revision) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.

6. The Company has the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7. Capitalized terms that are not defined in this Amended and Restated Memorandum of Association bear the same meaning as those given in the Amended and Restated Articles of Association of the Company adopted by Special Resolution passed on October 5, 2007 and effective immediately upon completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares.

CONFORMED VERSION
THE COMPANIES LAW (2007 REVISION)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

NOAH EDUCATION HOLDINGS LTD.

Adopted by Special Resolution passed on 5 October 2007 and effective immediately upon (i) completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares on the New York Stock Exchange and (ii) the re-designation of the 400,000,000 Series A Preference Shares of US$0.00005 par value each in the Company as ordinary shares of US$0.00005 par value each

Conformed to include amendments made by special resolution passed on 18 December 2008

INTERPRETATION

1. In these Articles, unless otherwise defined, the defined terms shall have the meanings assigned to them as follows:

“Articles”

the Amended and Restated Articles of Association adopted by Special Resolution on 5 October 2007 and effective immediately upon (i) completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares on the New York Stock Exchange and (ii) the re-designation of the 400,000,000 Series A Preference Shares of US$0.00005 par value each in the Company as ordinary shares of US$0.00005 par value each, as from time to time altered or added to in accordance with the Statutes and these Articles;

“Board”

the board of directors of the Company;

“Business Day”

a day (excluding Saturdays or Sundays), on which banks in Hong Kong, Beijing and New York are open for general banking business throughout their normal business hours;

“Commission”

Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

“Companies Law”

the Companies Law (2007 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Companies Law is referred to, the reference is to that provision as amended by any law for the time being in force;

“Company”

Noah Education Holdings Ltd., a Cayman Islands company limited by shares;

“Company’s Website”

the website of the Company, the address or domain name of which has been notified to Members;

“Designated Stock Exchange”

the Global Market of The Nasdaq Stock Market, The New York Stock Exchange or any other internationally recognized stock exchange where the Company’s securities are traded;

“Directors”

the directors of the Company for the time being, or as the case may be, the Directors assembled as a Board or as a committee thereof;

“electronic”

the meaning given to it in the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

“electronic communication”

electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

“in writing”

includes writing, printing, lithograph, photograph, type-writing and every other mode of representing words or figures in a legible and non-transitory form and, only where used in connection with a notice served by the Company on Members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference;

2

“Member”

a person whose name is entered in the Register of Members as the holder of a share or shares;

“Memorandum of Association”

the Memorandum of Association of the Company, as amended and re-stated from time to time;

“month”

calendar month;

“Ordinary Resolution”

a resolution:

(a)	passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Member being an organization, by its duly authorized representative or, where proxies are allowed, by proxy at a general meeting of the Company; or
(b)	approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed;

“Ordinary Shares”

ordinary shares of par value of US$0.00005 each in the capital of the Company with the rights set out in these Articles;

“paid up”

paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;

“Register of Members”

the register to be kept by the Company in accordance with Section 40 of the Companies Law;

“Registered Office”

the registered office for the time being of the Company;

“Seal”

the common seal of the Company including any facsimile thereof;

3

“Securities Act”

the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

“share”

any share in the capital of the Company, including the Ordinary Shares and shares of other classes;

“signed”

includes a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

“Special Resolution”

a resolution passed in accordance with Section 60 of the Companies Law and includes a unanimous written resolution expressly passed as a special resolution;

“Statutes”

the Companies Law and every other laws and regulations of the Cayman Islands for the time being in force concerning companies and affecting the Company;

“year”

calendar year.

2. In these Articles, save where the context requires otherwise:

(a) words importing the singular number shall include the plural number and vice versa;

(b) words importing the masculine gender only shall include the feminine gender;

(c) words importing persons only shall include companies or associations or bodies of persons, whether corporate or not;

(d) “may” shall be construed as permissive and “shall” shall be construed as imperative;

(e) a reference to a dollar or dollars (or $) is a reference to dollars of the United States;

(f) references to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

(g) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(h) Section 8 of the Electronic Transactions Law (2003 Revision) shall not apply.

4

3. Subject to the last two preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

4. The business of the Company may be commenced as soon after incorporation as the Directors see fit, notwithstanding that only part of the shares may have been allotted or issued.

5. The registered office of the Company shall be at such address in the Cayman Islands as the Directors shall from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

SHARE CAPITAL

6. The authorized share capital of the Company at the date of adoption of these Articles is US$50,000 divided into 1,000,000,000 Ordinary Shares of a nominal or par value of US$0.00005 each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law and these Articles and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.

ISSUE OF SHARES

7. Subject to the provisions, if any, in the Articles and to any direction that may be given by the Company in a general meeting, the Directors may, in their absolute discretion and without approval of the holders of Ordinary Shares, cause the Company to issue such amounts of Ordinary Shares and/or preferred shares (whether in certificated form or non-certificated form), grant rights over existing shares or issue other securities in one or more series as they deem necessary and appropriate and determine designations, powers, preferences, privileges and other rights, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers and rights associated with the Ordinary Shares, at such times and on such other terms as they think proper. The Company shall not issue shares in bearer form.

5

REGISTER OF MEMBERS AND SHARE CERTIFICATES

8. The Company shall maintain a Register of Members and every person whose name is entered as a Member in the Register of Members shall, without payment, be entitled to a certificate within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the share or shares held by that person and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. All certificates for shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Member’s registered address as appearing in the register.

9. Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

10. Any two or more certificates representing shares of any one class held by any Member may at the Member’s request be cancelled and a single new certificate for such shares issued in lieu on payment (if the Directors shall so require) of US$1.00 or such smaller sum as the Directors shall determine.

11. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the relevant Member upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

12. In the event that shares are held jointly by several persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.

TRANSFER OF SHARES

13. The instrument of transfer of any share shall be in writing (in the usual or common form or any other form approved by the Directors) and executed by or on behalf of the transferor and shall be accompanied by the certificate of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members in respect thereof. The Board may, in its sole discretion, decline to register any transfer of any share which is not fully paid up or on which the Company has a lien. If the Directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as the Board may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

14. All instruments of transfer that shall be registered shall be retained by the Company.

6

REDEMPTION AND PURCHASE OF OWN SHARES

15. Subject to the provisions of the Statutes and these Articles, the Company may:

(a) issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Member or the Company on such terms and in such manner as the Directors may, before the issue of the shares, determine;

(b) purchase its own shares (including any redeemable shares) provided that the Members shall have approved the manner of purchase by ordinary resolution or the manner of purchase shall be in accordance with the following Articles (this authorisation is in accordance with section 37(2) of the Companies Law or any modification or re-enactment thereof for the time being in force); and

(c) make a payment in respect of the redemption or purchase of its own shares in any manner permitted by the Statutes, including out of capital.

16. Purchase of shares listed on a Designated Stock Exchange: the Company is authorised to purchase any share listed on a Designated Stock Exchange in accordance with the following manner of purchase:

(a) the maximum number of shares that may be repurchased shall be equal to the number of issued and outstanding shares less one share; and

(b) the repurchase shall be at such time; at such price and on such other terms as determined and agreed by the Directors in their sole discretion provided however that:

(i) such repurchase transactions shall be in accordance with the relevant code, rules and regulations applicable to the listing of the shares on the Designated Stock Exchange; and

(ii) at the time of the repurchase, the Company is able to pay its debts as they fall due in the ordinary course of its business.

17A. Purchase of shares not listed on a Designated Stock Exchange: the Company is authorized to purchase any shares not listed on a Designated Stock Exchange in accordance with the following manner of purchase:

(a) the Company shall serve a repurchase notice in a form approved by the Directors on the Member from whom the shares are to be repurchased at least two business days prior to the date specified in the notice as being the repurchase date;

(b) the price for the shares being repurchased shall be such price as agreed between the Directors and the applicable Member;

(c) the date of repurchase shall be the date specified in the repurchase notice; and

(d) the repurchase shall be on such other terms as specified in the repurchase notice as determined and agreed by the Directors and the applicable Member in their sole discretion.

7

17B. The purchase of any share shall not oblige the Company to purchase any other share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.

18. The holder of the shares being purchased shall be bound to deliver up to the Company at the Registered Office or such other place as the Directors shall specify, the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof.”

VARIATION OF RIGHTS ATTACHING TO SHARES

19. If at any time the share capital is divided into different classes of shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to these Articles, be varied or abrogated with the consent in writing of the holders of a majority of the issued shares of that class or with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of that class.

20. The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of shares except that the necessary quorum shall be one person holding or representing by proxy at least one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

21. The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking in priority to or pari passu therewith.

COMMISSION ON SALE OF SHARES

22. The Company may, in so far as the Statutes from time to time permit, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

NON-RECOGNITION OF TRUSTS

23. No person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statutes) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

8

LIEN ON SHARES

24. The Company shall have a first and paramount lien and charge on all shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such share shall operate as a waiver of the Company’s lien (if any) thereon. The Company’s lien (if any) on a share shall extend to all dividends or other monies payable in respect thereof.

25. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 calendar days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or to the persons entitled thereto by reason of the death or bankruptcy of such registered holder.

26. To give effect to any such sale, the Directors may authorise any person to transfer the shares sold to, or in accordance with the direction of, the purchaser thereof. The purchaser, or nominee, shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under these Articles.

27. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES

28. The Directors may from time to time make calls upon the Members in respect of any money unpaid on their shares, and each Member shall (subject to receiving at least 14 calendar days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

29. The joint holders of a share shall be jointly and severally liable to pay calls in respect thereof.

30. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum from the day appointed for the payment thereof to the time of the actual payment at such rate as the Directors may determine, but the Directors may waive payment of that interest wholly or in part.

9

31. An amount payable in respect of a share on allotment or at any fixed date, whether on account of the par value of the share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

32. The Directors may make arrangements on the issue of shares for a difference between the Members, or the particular shares, in the amount of calls to be paid and in the times of payment.

33. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would otherwise become payable) pay interest at such rate as may be agreed upon between the Member paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

FORFEITURE OF SHARES

34. If a Member fails to pay any call or installment of a call on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of such call or installment remains unpaid, serve a notice on him requiring payment of such much of the call or installment as is unpaid, together with any interest which may have accrued.

35. The notice shall name a further day (not earlier than the expiration of 14 calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

36. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.

37. A forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company receives payment in full of all monies due and payable by him with respect to those shares.

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39. A statutory declaration in writing that the declarant is a Director of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share or any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

40. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a share becomes due and payable, whether on account of the par value of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

REGISTRATION OF EMPOWERING INSTRUMENTS

41. The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.

TRANSMISSION OF SHARES

42. The legal personal representative of a deceased sole holder of a share shall be the only person recognised by the Company as having any title to the share. In the case of a share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only person recognised by the Company as having any title to the share.

43. Any person becoming entitled to a share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) shall upon such evidence being produced as may from time to time be properly required by the Directors, have the right either to be registered as a Member in respect of the share or, instead of being registered himself, to have some person nominated by him as the transferee. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

44. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

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ALTERATION OF CAPITAL

45.	Subject to these Articles, the Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe.
46.	Subject to these Articles, the Company may by Ordinary Resolution:

(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(b) sub-divide its existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and

(c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

47. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorized by law.

48. All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

49. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period but not to exceed in any case 30 calendar days. If the Register of Members shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members such register shall be so closed for at least 10 calendar days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register of Members.

50. In lieu of or apart from closing the Register of Members, the Directors may fix in advance or in arrears a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a meeting of the Members, and for the purpose of determining those Members that are entitled to receive payment of any dividend, the Directors may, at or within 30 calendar days prior to the date of declaration of such dividend fix a subsequent date as the record date of such determination.

51. If the Register of Members is not so closed and no record date is fixed for the determination of those Members entitled to receive notice of, attend or vote at a meeting of Members or those Members that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof.

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GENERAL MEETINGS

52. All general meetings of the Company other than annual general meetings shall be called extraordinary general meetings.

53. (a)  The Company may hold an annual general meeting but shall not (unless required by the Companies Law) be obliged to hold an annual general meeting.

(b) At these meetings the report of the Directors (if any) shall be presented.

54. (a) The Directors may call general meetings, and they shall on a Members requisition forthwith proceed to convene an extraordinary general meeting of the Company.

(b) A Members requisition is a requisition of Members of the Company holding at the date of deposit of the requisition not less than one-third of the share capital of the Company as at that date carries the right of voting at general meetings of the Company.

(c) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

(d) If the Directors do not within 21 calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further 21 calendar days, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the second said 21 calendar days.

(e) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

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NOTICE OF GENERAL MEETINGS

55. At least 14 calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting by all the Members (or their proxies) entitled to attend and vote thereat; and

(b) in the case of an extraordinary general meeting by a majority in number of the Members (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than ninety five per cent in par value of the shares giving that right.

56. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Member shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

57. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Members holding not less than an aggregate of one-third of all voting share capital of the Company in issue present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative or proxy and entitled to vote, shall be a quorum for all purposes. A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

58. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such other day, time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall be dissolved.

59. The Chairman of the Board of Directors shall preside as chairman at every general meeting of the Company.

60. If at any meeting the Chairman of the Board of Directors is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Members present shall choose a chairman of the meeting.

61. The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 10 calendar days or more, not less than seven Business Days’ notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

62. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or one or more Members present in person or by proxy entitled to vote and who together hold not less than 10 per cent of the paid up voting share capital of the Company, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

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63. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

64. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

65. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

VOTES OF MEMBERS

66. Subject to any rights and restrictions for the time being attached to any class or classes of shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, in a corporation or other non-natural person, who is present by its duly authorized representative or proxy, at a general meeting of the Company shall have one vote and, on a poll, shall have one vote for each share registered in his name in the Register of Members.

67. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

68. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person, may on a poll, vote by proxy.

69. No Member shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

70. On a poll or on a show of hands, votes may be given either personally or by proxy. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy, the instrument of proxy shall state which proxy is entitled to vote on a show of hands.

71. No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

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72. A Member holding more than one share need not cast the votes in respect of his shares in the same way on any resolution and therefore may vote a share or some of all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

73. A resolution in writing signed (in one or more counterparts) by all the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

PROXIES

74. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized. A proxy need not be a Member of the Company.

75. The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company:

(a) not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;

provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.

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76. The instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

77. Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting or adjourned meeting at which it is sought to use the proxy.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING

78. Any corporation which is a Member or a Director may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members or of the Board of Directors or of a committee of Directors, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member or Director.

CLEARING HOUSES

79. If a clearing house (or its nominee) is a Member it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any class of members of the Company provided that, if more than one person is so authorized, the authorisation shall specify the number and class of shares in respect of which each such person is so authorized. A person so authorized pursuant to this provision shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual Member of the Company holding the number and class of shares specified in such authorisation.

DIRECTORS

80. (A) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three Directors. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter by the Members at general meeting.

(B) Each Director shall hold office until the expiration of his term and until his successor shall have been elected and qualified.

(C) The Board of Directors shall have a Chairman of the Board of Directors (the “Chairman”) elected and appointed by a majority of the Directors then in office. The Directors may also elect a Co-Chairman or a Vice-Chairman of the Board of Directors (the “Co-Chairman”). The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors, the Co-Chairman, or in his absence, the attending Directors may choose one Director to be the chairman of the meeting. The Chairman’s voting right as to the matters to be decided by the Board of Directors shall be the same as other Directors.

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(D) Subject to these Articles and the Companies Law, the Company may by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy on the Board or as an addition to the existing Board.

(E) The Directors by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, or the sole remaining Director, shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board, subject to the Company’s compliance with director nomination procedures required under applicable corporate governance rules of the Designated Stock Exchange, as long as the Company’s securities are traded on the Designated Stock Exchange.

81. Subject to Article 80, a Director may be removed from office by Special Resolution at any time before the expiration of his term notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement).

82. A vacancy on the Board created by the removal of a Director under the provisions of Article 81 above may be filled by the election or appointment by Ordinary Resolution at the meeting at which such Director is removed or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting.

83. The Board may, from time to time, and except as required by applicable law or the listing rules of the Designated Stock Exchange, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

84. A Director shall not be required to hold any shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to receive notice of and to attend and speak at general meetings of the Company and of all classes of shares of the Company.

DIRECTORS’ FEES AND EXPENSES

85. The Directors may receive such remuneration as the Board may from time to time determine. The Directors may be entitled to be repaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

86. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

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ALTERNATE DIRECTOR

87. Any Director may in writing appoint another person to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the person appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him. An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director. Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.

88. Any Director may appoint any person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director or, in the absence of such instructions, at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

POWERS AND DUTIES OF DIRECTORS

89. Subject to the provisions of the Companies Law, these Articles and to any resolutions made in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution made by the Company in a general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been made.

90. Subject to these Articles, the Directors may from time to time appoint any person, whether or not a director of the Company, to hold such office in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to the foregoing generality, the office of the Chief Executive Officer, President, one or more Vice Presidents, Chief Operating Officer, Chief Financial Officer, Manager or Controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. The Directors may also appoint one or more of their number to the office of Managing Director upon like terms, but any such appointment shall ipso facto determine if any Managing Director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

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91. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

92. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

93. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the following paragraphs shall be without prejudice to the general powers conferred by this paragraph.

94. The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any of the aforesaid.

95. The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

96. Any such delegates as aforesaid may be authorized by the Directors to subdelegate all or any of the powers, authorities, and discretions for the time being vested to them.

97. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

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DISQUALIFICATION OF DIRECTORS

98. Subject to Article 80, the office of Director shall be vacated, if the Director:

(a)	becomes bankrupt or makes any arrangement or composition with his creditors;
(b)	is found to be or becomes of unsound mind;
(c)	resigns his office by notice in writing to the Company;
(d)	without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months and the Board resolves that his office be vacated; or
(e)	if he shall be removed from office pursuant to these Articles or the Statutes.

PROCEEDINGS OF DIRECTORS

99. Subject to Article 80, the Directors may meet together (whether within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting of the Directors shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. A Director may at any time summon a meeting of the Directors by at least three Business Days’ notice to every other Director and alternate Director unless notice is waived by all of the Directors (or their alternate Directors) either at or before the meeting is held.

100. A Director or Directors may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director or Directors are members, by means of telephone or similar communication equipment by way of which all persons participating in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting.

101. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be a majority of the Directors then in office, provided that a Director and his appointed alternate Director shall be considered only one person for this purpose. A meeting of the Directors at which a quorum is present when the meeting proceeds to business shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.

102. Subject to Article 80, a Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a shareholder, director, officer or employee of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest for the purpose of voting on a resolution in respect to a contract or transaction in which he has an interest. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

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103. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

104. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

105. The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:

(a)	all appointments of officers made by the Directors;
(b)	the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
(c)	all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

106. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

107. A resolution signed by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. When signed a resolution may consist of several documents each signed by one or more of the Directors.

108. The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

109. The Directors shall elect a chairman of their meetings and determine the period for which he is to hold office but if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

110. A committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

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111. A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

112. All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

PRESUMPTION OF ASSENT

113. A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the Chairman or Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

114. Subject to any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Directors may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

115. Subject to any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

116. The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit.

117. Any dividend may be paid by cheque or wire transfer to the registered address of the Member or person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such person and such address as the Member or person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the person to whom it is sent or to the order of such other person as the Member or person entitled, or such joint holders as the case may be, may direct.

23

118. The Directors when paying dividends to the Members in accordance with the foregoing provisions may make such payment either in cash or in specie.

119. No dividend shall be paid otherwise than out of profits or, subject to the restrictions of the Companies Law, the share premium account.

120. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as fully paid on the shares, but if and so long as nothing is paid up on any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the share.

121. If several persons are registered as joint holders of any share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share.

122. No dividend shall bear interest against the Company. Any dividend which cannot be paid to a Member and/or which remains unclaimed after six months from the date of declaration of such dividend may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend shall remain as a debt due to the Member. Any Dividend which remains unclaimed after a period of six years from the date of declaration of such Dividend shall be forfeited and shall revert to the Company.

BOOK OF ACCOUNTS

123. The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.

124. The books of account shall be kept at such place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

125. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorized by the Directors or by the Company by Ordinary Resolution.

126. The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Company by Ordinary Resolution or failing any such determination by the Directors.

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ANNUAL RETURNS AND FILINGS

127. The Board shall make the requisite annual returns and any other requisite filings in accordance with the Companies Law.

AUDIT

128. The Directors may appoint an Auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration.

129. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

130. Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next special meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any time during their term of office, upon request of the Directors or any general meeting of the Members.

THE SEAL

131. The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer or other person appointed by the Directors for the purpose.

132. The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

133. A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

OFFICERS

134. Subject to Article 90, the Company may have a Chief Executive Officer, President, Chief Operating Officer and Chief Financial Officer, one or more Vice Presidents, Manager or Controller, appointed by the Directors. The Directors may also from time to time appoint such other officers as they consider necessary, all for such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors from time to time subscribe.

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CAPITALISATION OF PROFITS

135. Subject to the Statutes and these Articles, the Board may, with the authority of an Ordinary Resolution:

(a) resolve to capitalise an amount standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution;

(b) appropriate the sum resolved to be capitalised to the Members in proportion to the nominal amount of shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i)	paying up the amounts (if any) for the time being unpaid on shares held by them respectively; or
(ii)	paying up in full unissued shares or debentures of a nominal amount equal to that sum,

and allot the shares or debentures, credited as fully paid, to the Members (or as they may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserved and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to Members credited as fully paid;

(c) make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where shares or debentures become distributable in fractions the Board may deal with the fractions as it thinks fit;

(d) authorise a person to enter (on behalf of all the Members concerned) an agreement with the Company providing for either:

(i)	the allotment to the Members respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalization; or
(ii)	the payment by the Company on behalf of the Members (by the application of their respective operations of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing shares,

an agreement made under the authority being effective and binding on all those Members; and

(e) generally do all acts and things required to give effect to the resolution.

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NOTICES

136. Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the person entitled to give notice to any Member either personally, by facsimile or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members or, to the extent permitted by all applicable laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the Member to the Company or by placing it on the Company’s Website. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

137. Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.

138. Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

139. Any notice or other document, if served by (a) post, shall be deemed to have been served five calendar days after the time when the letter containing the same is posted, or (b) facsimile, shall be deemed to have been served upon confirmation of receipt, or (c) recognised delivery service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service and in proving such service it shall be sufficient to provide that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier or (d) electronic means as provided herein shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by any applicable laws or regulations.

140. Any notice or document delivered or sent to any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

141. Notice of every general meeting shall be given to:

(a) all Members who have supplied to the Company an address for the giving of notices to them;

(b)	every person entitled to a share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting; and
(c)	each Director and Alternate Director.

No other person shall be entitled to receive notices of general meetings.

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INFORMATION

142. No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members to communicate to the public.

143. The Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register of Members and transfer books of the Company.

INDEMNITY

144. Every Director (including for the purposes of this Article any Alternate Director appointed pursuant to the provisions of these Articles) and officer of the Company for the time being and from time to time shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him (other than as a result of his own actual fraud or willful default) in connection with the execution or discharge of his duties, powers, authorities or discretions as a Director or officer of the Company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

145. No such Director or officer of the Company shall be liable to the Company for any loss or damage unless such liability arises through the actual fraud or willful default of such Director or officer.

FINANCIAL YEAR

146. Unless the Directors otherwise prescribe, the financial year of the Company shall end on June 30^th in each year and shall begin on July 1^st in each year.

WINDING UP

147. Subject to these Articles, if the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution of the Company, divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

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AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY

148. Subject to the Companies Law and these Articles, the Company may at any time and from time to time by Special Resolution alter or amend these Articles or the Memorandum of Association of the Company, in whole or in part, or change the name of the Company.

REGISTRATION BY WAY OF CONTINUATION

149. Subject to these Articles, the Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

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EX-4.19

Exhibit 4.19

English Translation

Contract No.:                     

Purchase & Sale Contract for Commercial House

Seller: Chengdu Hi-tech Real Estate Co., Ltd.

Buyer: Chengdu Shidai Noah Information Technology Co., Ltd.

Construction Department of Sichuan Province

Administration for Industry and Commerce of Sichuan Province

Explanation

1.	This contract version is a model version and may also be used as the version for signing. Before the signing of this contract, the Buyer shall carefully read the contents of this contract, particularly the optional, supplemented, filled and modified contents. In the case of different understandings of the provisions and words of this contract, the user may consult with the local competent real estate administration department. This model version is jointly prepared by Construction Department of Sichuan Province and Administration for Industry and Commerce of Sichuan Province.
2.	Commercial housing mentioned herein means the houses developed, constructed and sold by the real estate development enterprise.
3.	Before this contract is concluded, the Seller shall present to the Buyer the presale license of commercial housing and other related certificates and documentary evidences.
4.	Both parties hereto shall enter into this contract by following the principles of free will, fairness and credibility. Neither party shall bend the other party to its will. Both parties may make amendments, additions or deletions to the terms of this contract version. After this contract becomes effective, both parties are deemed consenting to the unmodified printed words in this contract.
5.	In order to embody the principle of free will, blank lines are left behind the relevant terms of this contract version for both parties to add separate provisions or supplementary provisions. The Seller and the Buyer may enter into a fair and reasonable supplementary agreement with respect to the contents not covered or not specified in detail in this contract on the basis of the specific situation of the sold project, or may add supplementary provisions in the blank lines behind relevant terms.
6.	In this contract version, the optional contents in [     ], filled contents in blanks and other contents needing to be deleted or added shall be agreed upon by both parties by mutual consultation. The optional contents in [     ] shall be selected with “Ö”; if the situation does not occur or is not specified by both parties, blanks shall be marked with “´” so as to indicate deletion.
7.	If any dispute arises in connection with the performance of this contract, either party may bring a lawsuit with the people’s court in the place where real estate is located or submit an arbitration application to an arbitration commission for arbitration. In the case of arbitration, such dispute may be referred to the arbitration commission in the place where the real estate is located or an arbitration commission in other place.
8.	Both parties may determine the number of originals of this contract depending on the actual situation and at the conclusion of this contract, make careful checks to ensure that all the originals are consistent. Under any circumstance, the Buyer shall retain at least one original.

Purchase & Sale Contract for Commercial House

Seller: Chengdu Hi-tech Real Estate Co., Ltd.
Registered address: 4F, Auxiliary Building, Beite Industry Park, No. 11 Gaopeng Avenue, Gaoxin District, Chengdu
Postal code: 610041
Registration no. of business license: 5101091001210
No. of enterprise qualification certificate: 510109AWG3421641
Legal representative: Xu Liang          Tel.: 85332609

Entrusted agent: ´´´          Tel.: ´
Entrusted sales agency: ´
Registered address: ´
Postal code: ´
Registration no. of business license: ´

Buyer: Chengdu Shidai Noah Information Technology Co., Ltd.
Location of Buyer’s registered residence (passport or employer):                      Nationality:                     
[Legal representative Ö] [Responsible person]: Ruchun Zhang
[ID card Ö] [Passport] [Registration no. of business license] [     ]: 110108196602159094
Date of birth: February 15, 1966          Gender: Male
Mailing address:                     
Postal code:                               Tel.: 0755-82049103

[Legal agent] [Entrusted agent]:                               Nationality:                     
[ID card] [Passport] [     ]:                                         
Date of birth:                              Gender:                     
Mailing address:                                         
Postal code:                               Tel.:                     
Co-buyer:                                         
Share:                                         
[Legal representative] [Responsible person]:                               Nationality:                     

[ID card] [Passport] [Registration no. of business license] [ID card] [Passport] [     ]:                     
[Legal agent] [Entrusted agent]:                               Nationality:                     
[ID card] [Passport] [     ]:                                         

In accordance with the “Contract Law of the People’s Republic of China”, “Law of the People’s Republic of China on Administration of Urban Real Estate” and other related laws and regulations, the Seller and the Buyer, on the basis of equality, free will and fairness and through negotiations, hereby agree below with respect to the purchase and sale of commercial house.

Article 1 Basis for Project Construction

The Seller has obtained the state-owned land use right of the land plot located at 3# Group, Construction Village, Guixi Sub-district Office, South Park, Gaoxin District. The number of state-owned land use certificate for this land plot is GuoYong (2008) No. 2837 and the area of land use right is 167692.00m².

The temporary name of the commercial houses constructed by the Seller on the said land plot with approval is Tianfu Software Park Software Outsourcing Base (Area C). Number of construction project planning license is GaoXinGuiBianHao (2007) No. 111; the number of building project construction license is CGGJ (2007)-NJ055. The commencement date specified in the construction project contract is June 2, 2007 and the completion date specified in the construction project contract is March 28, 2008.

Article 2 Basis for Sale of Commercial House

[Completed house] The number of the house ownership certificate of the building the commercial house bought by the Buyer (hereinafter referred to as the “Commercial House”) belongs to is ´.

[Pre-sold commercial house] The approving authority of the pre-sold commercial house is Chengdu Real Estate Administration and the number of presale license of commercial house is ChengFangYuShouZhongXinChengQuZi No. 5649.

The real estate surveying and mapping institution entrusted by the Seller to survey the area of the Commercial House is Chengdu Chenyuan Surveying & Mapping Co., Ltd.

Article 3 Basic Information on Commercial House Purchased by the Buyer

The house construction form of the Commercial House is: [ordinary commercial house].

The principal building structure of the building the Commercial House belongs to is frame and the building has 6 stories, including 5 stories above the ground and 1 story below the ground.

The Commercial House purchased by the Buyer is in the project as specified in Article 1 of this Contract (note: the amounts below are denominated in RMB):

The Commercial House is Room No. ´, 1-2F, ´[Unit], C2 [Building] of the project specified in Article 1. The purpose of the Commercial House is [office]; type of house: [ordinary] [villa] [others]: ´; total surveyed floor area is 5371.37m², in which internal floor area is ´ m² and allocated floor area of common parts and common house is ´ m²; [story height] is: 1F, 4.5m and 2F, 4.2m. For [clear height of sloped roof], the smallest figure is ´ m; the biggest figure is ´ m. The purpose of use of the land of the Commercial House purchased by the Buyer is scientific research and design; land use term is from April 29, 2008 to April 28, 2058. The facing direction of the Commercial House is given in Annex 1 and it has ´ balconies (including ´ closed balconies and ´ non-closed balconies). Level of decoration is [clean water] and decoration standard is RMB ´/m².

If the Commercial House is a residential house, the Seller and the Buyer agree to calculate the price of the Commercial House by the means as listed in Paragraph 1 below. If the Commercial House is an economically affordable house, the Seller and the Buyer agree to calculate the price of the Commercial House by the means as listed in Paragraphs 1 and 2 below respectively.

If the Commercial House is a non-residential house, the Seller and the Buyer agree to calculate the price of the Commercial House by the means as listed in Paragraph 2 below.

1. The price is based on internal floor area. The unit price of the Commercial House is ´ (currency) ´ /m². The total price is ´ (currency) ´ (in words).

2. The price is based on floor area. The unit price of the Commercial House is RMB 6000/m². The total price is RMB 32,228,220.00 (in words: RMB thirty-two million two hundred and twenty-eight thousand two hundred and twenty).

3. The price is based on apartment (unit). The total price of the Commercial House is ´ (currency) ´ (in words).

4. The price is based on ´. The total price of the Commercial House is ´ (currency) ´ (in words).

The total price of the purchased Commercial House is RMB thirty-two million two hundred and twenty-eight thousand two hundred and twenty. Refer to Annex 4.

Room numbers are subject to those approved by the public security administration authority. The layout plan of the Commercial House and diagram of its location in the whole building are given in Annex 1.

“Floor area” mentioned herein refers to the horizontal projection area of the periphery of the floors above the quadras of external walls (columns) of the house, which is a permanent building with a top cover, a firm structure and a story height of above 2.20m, including balcony, overhanging corridor, basement, outdoor stairs, etc.

“Internal floor area” mentioned herein refers to the aggregate of the useable area, wall body’s area and balcony’s floor area inside the apartment (unit).

In this Article, “story height” means the vertical distance between two neighboring floors or between floor and ground, and “clear height” means the vertical distance from floor or ground to bottom of upper floor slab or ceiling.

Article 4 Mortgage

The mortgage about the Commercial House is: 1.

1. The allocated land use right and works in progress for the Commercial House are not mortgaged;

2. The allocated land use right for the Commercial House has been mortgaged. Mortgagee is ´, mortgage registration department is ´ and date of mortgage registration is ´.

3. The works in progress for the Commercial House have been mortgaged. Mortgagee is ´, mortgage registration department is ´ and date of mortgage registration is ´.

´.

The certificate of mortgagee’s consent to the presale of the Commercial House and the provisions about mortgage are given in Annex 3.

Article 5 Method and Term of Payment

The Buyer makes payment by the means as listed in Paragraph 4 below.

1. Payment by a lump sum

2. Payment in installments

3. Payment by loan. The Buyer may pay ´% of the total house price as the initial installment and the remaining portion may be paid with the loan from ´ bank or housing provident fund management authority.

4. Payment by other means. Upon signing of the agreement, the Seller shall deliver the house to the Buyer. The Buyer shall pay 90% of the total house price to the Seller’s account before March 16, 2009 and pay 10% of the total house price after the procedures concerning initial property right certificate are completed and before the procedures concerning household-specific property right are completed.

Article 6 The Seller guarantees that the Commercial House is free of any property right dispute. If property right registration cannot be handled or a claim or debt dispute arises for the Seller’s reason, the Seller shall bear the corresponding responsibility.

´.

Article 7 Planning Change

The Seller shall construct the commercial houses in accordance with the conditions as specified in the construction project planning license issued by the planning administration authority and shall not make changes without permission.

If the Seller indeed needs to change the conditions as specified in the construction project planning license, such change shall be subject to the written consent of the affected Buyer and the approval of the planning administration authority. If planning change causes losses to the interests of the Buyer, the Seller shall be liable for corresponding compensation.

Article 8 Design Change

(I) If the planning changes approved by the planning administration authority and the following design changes of the construction drawings and design documents of building project as consented to by design entity affect the quality or use functions of the Commercial House purchased by the Buyer, the Seller shall give a written notice to the Buyer within 10 days after the design examination entity approves such changes:

1. The structure form, type, space dimensions, facing direction and use of the Commercial House;

2. ´;

3. ´;

4. ´.

If the Seller fails to notify the Buyer within the specified term, the Buyer is entitled to surrender the house.

(II) The Buyer shall reply in writing whether or not to surrender the house within 15 days of receiving the notice. Otherwise, the Buyer is deemed as accepting changes.

(III) If the Buyer surrenders the house, the Seller shall refund the house price already paid by the Buyer within ´ days from receiving the notice of surrender, along with the interest accrued thereupon at ´ interest rate. If the Buyer does not surrender the house, the Buyer shall enter into a separate supplementary agreement with the Seller.

´

´.

Article 9 Liability for Delayed Payment

Where the Buyer fails to make payment at the agreed time, Paragraph 1 below shall apply.

1. Liability is subject to the period of delay (the liabilities in Sub-paragraphs (1) and (2) are not cumulative).

(1) If the delay is within 30 days, the Buyer shall pay to the Seller a penalty at a daily rate of 0.02% of the overdue payment from the next day following expiry of agreed payment term to the day of actual payment and such penalty shall be paid to the Seller within 7 days after the day of actual payment. Then, this Contract continues to be performed;

(2) If the delay continues for more than 30 days (this day shall be the same as the day in Sub-paragraph (1) above), the Seller is entitled to terminate this Contract. In case of such termination by the Seller, the Buyer shall pay to the Seller a penalty at 5% of the cumulative overdue payment within 7 days after receipt of notice of termination and the Seller shall refund all the payments already made by the Buyer. If the Buyer wishes to continue to perform this Contract, this Contract may continue to be performed with the consent of the Seller. The Buyer shall pay to the Seller a penalty at a daily rate of 0.03% (this rate shall not be less than the rate in Sub-paragraph (1) above) of the overdue payment from the next day following expiry of agreed payment term to the day of actual payment and such penalty shall be paid to the Seller within 7 days after the day of actual payment.

“Overdue payment” refers to the difference between the due payment as set forth in Article 5 and the actual payment, or in case of payment by installments, the difference between the specific installment and the actual payment.

2. ´.

Article 10 Delivery Conditions

(I) After the first installment of the house price is paid up pursuant to the provisions of this Contract, the Seller shall deliver the Commercial House to the Buyer before March 16, 2009. The property management fee shall be computed from April 1, 2009.

(II) At delivery, the Commercial House shall comply with the conditions as listed in Paragraphs 1, 2, ´, ´, ´, ´ and ´ below. If the Commercial House is residential, the Seller shall also provide the “House Quality Warranty” and “House Use Instructions”.

1. The Commercial House has obtained the planning acceptance conformity certificate.

2. A qualified real estate mapping institution has issued the report on the actually measured area of the Commercial House.

3. The Seller has obtained the housing ownership certificate of the building the Commercial House belongs to.

4. Comply with the conditions to be fulfilled for municipal infrastructures as undertaken by the Seller in Article 11

5. If the Commercial House is residential, the Seller shall provide the “Household Acceptance Form of House Engineering Quality”.

6. ´.

7. ´.

Article 11 Undertakings about Municipal Infrastructures and Other Facilities

The Seller undertakes that the municipal infrastructures and other facilities directly related to the normal use of the Commercial House will fulfill the following conditions on the agreed date:

1. Municipal infrastructures

(1) Water supply and discharge: on August 8, 2008, reach the house delivery standard;

(2) Electricity: on August 8, 2008, reach the house delivery standard;

(3) Heating: on ´, reach ´;

(4) Gas: on ´, reach ´;

(5) A total bandwidth of not less than 100M can be connected to the building. For the opening of bandwidth, Party B has to apply to telecom operator.

If the conditions are not fulfilled within the agreed term, both parties agree below:

(1) ´;

(2) ´.

2. Other facilities

(1) Public green land: on December 31, 2008, reach the house delivery standard;

(2) Public road: on December 31, 2008, reach the house delivery standard;

(3) Public parking lot: on December 31, 2008, reach the house delivery standard;

(4) Kindergarten: on ´, reach ´;

(5) School: on ´, reach ´;

(6) Club: on ´, reach ´;

(7) Shopping center: on ´, reach ´;

(8) Sports facilities: on ´, reach ´;

(9) ´;

(10) ´.

If the conditions are not fulfilled within the agreed term, both parties agree below:

(1) ´;

(2) ´.

Article 12 Liability for Delayed Delivery

Where the Seller fails to deliver the Commercial House to the Buyer according to the term and conditions as specified in Article 10 (unless force majeure occurs), Paragraph 1 below shall apply.

1. Liability is subject to the period of delay (the liabilities in Sub-paragraphs (1) and (2) are not cumulative).

(1) If the delay is within 30 days (this term shall not be less than the term in Paragraph (1) of Article 10), the Seller shall pay to the Buyer a penalty at a daily rate of 0.02% (this rate shall not be less than the rate in Paragraph (1) of Article 9) of the already paid house price from the next day following expiry of the delivery term as specified in Article 10 to the day of actual delivery and such penalty shall be paid to the Buyer within 7 days after the Commercial House is delivered. Then, this Contract continues to be performed;

(2) If the delay continues for more than 30 days (this day shall be the same as the day in Sub-paragraph (1) above), the Buyer is entitled to surrender the house. In case the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer within 7 days after receipt of the notice of surrender and pay to the Buyer a penalty at 5% of all the payments already made by the Buyer. If the Buyer wishes to continue to perform this Contract, this Contract may continue to be performed. The Seller shall pay to the Buyer a penalty at a daily rate of 0.03% (this rate shall not be less than the rate in Sub-paragraph (1) above) of all the payments already made by the Buyer from the next day following expiry of the delivery term as specified in Article 10 to the day of actual delivery and such penalty shall be paid to the Buyer within 7 days after the Commercial House is delivered.

2. ´.

Article 13 Handling of Area Difference

When the Commercial House is delivered, the Seller shall present to the Buyer the report on the actually measured area of the Commercial House issued by the qualified real estate mapping institution entrusted by it and provide to the Buyer the actual measurement area data of the Commercial House (hereinafter referred to as “Actually Measured Area”). In case of any error between the Actually Measured Area and the surveyed area in Article 3, both parties agree that Paragraph 3 below applies:

1. According to the provision “price is based on internal floor area” in Article 3, both parties agree below:

(1) If the absolute value of the error ratio of internal floor area is within 3% (including 3%), house price is settled according to actual area;

(2) If the absolute value of the error ratio of internal floor area exceeds 3%, the Buyer is entitled to surrender the house.

If the Buyer surrenders the house, the Seller shall refund the house price already paid by the Buyer within 30 days of receiving the notice of surrender, along with the interest accrued thereupon at ´ interest rate.

If the Buyer does not surrender the house and actually measured internal floor area is bigger than preliminarily measured internal floor area: the house price for the portion within 3% (including 3%) shall be paid by the Buyer; the house price for the portion in excess of 3% shall be borne by the Seller and property right shall be owned by the Buyer. If actually measured internal floor area is smaller than preliminarily measured internal floor area, the house price for the portion within 3% (including 3%) shall be refunded by the Seller to the Buyer; the house price for the portion in excess of 3% shall be refunded by the Seller to the Buyer on a double basis.

Error ratio of internal floor area= Actually measured internal floor area –
preliminarily measured internal floor area
  Preliminarily measured internal floor area
X 100%

2. According to the provision “price is based on floor area” in Article 3, both parties agree below:

(1) If the absolute values of the error ratios of floor area and internal floor area are within 3% (including 3%), house price is settled according to actually measured floor area;

(2) If the absolute value of the error ratio of floor area or internal floor area exceeds 3%, the Buyer is entitled to surrender the house.

If the Buyer surrenders the house, the Seller shall refund the house price already paid by the Buyer within 30 days of receiving the notice of surrender, along with the interest accrued thereupon at ´ interest rate.

If the Buyer does not surrender the house and actually measured floor area is bigger than preliminarily measured floor area: the house price for the portion within 3% (including 3%) shall be paid by the Buyer; the house price for the portion in excess of 3% shall be borne by the Seller and property right shall be owned by the Buyer. If actually measured floor area is smaller than the floor area specified in the contract, the house price for the portion within 3% (including 3%) shall be refunded by the Seller to the Buyer; the house price for the portion in excess of 3% shall be refunded by the Seller to the Buyer on a double basis.

Error ratio of floor area= Actually measured floor area –
preliminarily measured floor area
  Preliminarily measured floor area
X 100%

3. Other provisions agreed upon by both parties.

If the Buyer does not surrender the house, house price is settled according to actually measured area. Overpaid sum is refunded and underpaid sum has to be paid.

Article 14 Handover Procedures

(I) After the Commercial House fulfils the delivery conditions as set out in Article 10, the Seller shall, 7 days prior to delivery day, notify the Buyer in writing of the time and place of handover procedures as well as the certificates needing to be taken. When both parties handle acceptance inspection and handover, the Seller shall present the certificates as stipulated in Article 10 and fulfill the other conditions as stipulated in Article 10. Where the Seller does not present certificates or presented certificates are incomplete, or the Seller does not fulfill the other conditions set forth in Article 10, the Buyer has the right to refuse to take over the house. The liability for delayed delivery arising therefrom shall be borne by the Seller and the provisions of Article 12 shall apply.

(II) After acceptance inspection and handover, both parties shall sign the handover form of commercial house. If handover procedures are not handled on time for causes attributable to the Buyer, both parties agree as follows:

If the Buyer does not take over the house within 15 days after the Seller gives a written notice to the Buyer, it shall be deemed that the Seller has delivered the house to the Buyer on the 16^th day after the giving of the written notice and the Buyer shall undertake the responsibility; any quality problem found by the Buyer during takeover of the house shall be solved by the Seller within the time reasonably requested by the Buyer.

(III) Both parties agree to pay taxes and fees by the means as listed in Paragraph 3 below.

1. The Seller shall not take the payment of taxes and fees by the Buyer as the condition for the handover of the Commercial House.

´.

2. The Buyer agrees to entrust the Seller to pay the taxes and fees in Paragraphs ´, ´, ´, ´, ´ and ´ below on its behalf and further agrees to deliver the aforementioned taxes and fees to the Seller while it takes over the Commercial House.

(1) Special maintenance fund;

(2) Contract tax;

(3) Property service fee as specified in Article 22;

(4) Heating fee;

(5) ´;

(6) ´.

3. The Buyer will itself pay the taxes and fees in Paragraphs 1, 2, 3, ´, ´ and ´ below to relevant units and present to the Seller the payment vouchers while it takes over the Commercial House.

(1) Special maintenance fund;

(2) Deed duty;

(3) Property service fee as specified in Article 22;

(4) Heating fee;

(5) ´;

(6) ´.

Article 15 Quality, Decoration and Equipment Standards of the Commercial House

(I) The Seller covenants that the Commercial House uses qualified building materials, components and accessories and the quality of the Commercial House conforms to the requirements of the engineering quality specifications, standards, construction drawings and design documents issued by the state and Sichuan Province.

(II) The Seller and the Buyer agree below:

1. Where the foundation and principal structure of the Commercial House do not pass quality inspections, the Buyer is entitled to surrender the house. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer, along with the interest accrued thereupon at the bank demand deposit interest rate for the same period, within 30 days of receiving the notice of surrender. If losses are thus caused to the Buyer, the Seller shall be held liable for compensation. The inspection expenses thus incurred shall be borne by the Seller.

If the Buyer wishes to continue to perform this Contract, it shall enter into a separate supplementary agreement with the Seller.

´.

2. Where the indoor air quality of the Commercial House does not comply with the national standard after inspection, the Buyer is entitled to surrender the house within 60 days (not less than 60 days) after the delivery date of the Commercial House. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer, along with the interest accrued thereupon at the bank demand deposit interest rate for the same period, within 30 days of receiving the notice of surrender. If losses are thus caused to the Buyer, the Seller shall be held liable for compensation. The inspection expenses thus incurred shall be borne by the Seller.

If the Buyer does not surrender the house or the Commercial House is already used for more than 60 days after delivery, the Buyer shall enter into a separate supplementary agreement with the Seller.

´.

3. At delivery, the Commercial House has passed the acceptance inspections by construction, surveying, design, project undertaking and project supervision entities. The Seller shall inspect the house together with the Buyer. If it is found after inspection that the Commercial House has other problems, both parties agree that Paragraph 1 below applies:

(1) The Seller shall deliver the repaired Commercial House within 90 days. The liability for delayed delivery arising therefrom shall be borne by the Seller and the provisions of Article 12 shall apply.

´.

(2) The Seller shall, at its own expense, make repairs in accordance with the engineering quality specifications and standards of the state and Sichuan Province within ´ days after the delivery date of the Commercial House. In case losses are thus incurred to the Buyer, the Seller shall be held liable for compensation.

(3) ´.

4. The decorations and equipment of the Commercial House delivered by the Seller shall comply with the standards as agreed upon by both parties. Otherwise, the Buyer is entitled to request the Seller to comply with Paragraph ´ below.

(1) The Seller compensates twice the price difference of decorations and equipment.

(2) ´.

(3) ´.

The provisions about decoration and equipment standards are given in Annex 6.

(III) If any dispute arises between the Seller and the Buyer with respect to engineering quality, either party may entrust a qualified construction engineering quality inspection institution to make inspection. Each party shall provide assistance for the other party with respect to such inspection.

´.

Article 16 House Warranty Responsibility

(I) If the Commercial House is residential, the Seller shall undertake the corresponding warranty responsibility in accordance with the House Quality Warranty as from the delivery date of the Commercial House.

If the Commercial House is not residential, both parties shall enter into a supplementary agreement specifying warranty scope, term and responsibility.

(II) Where the Commercial House has any quality problem within the warranty scope and term: if there is any provision about surrender, such provision shall apply; if there is no provision about surrender, the Seller shall perform warranty obligation and the Buyer shall render assistance. But the Seller shall not be liable for the damages for causes not attributable to the Seller.

Article 17 Residential Energy-saving Measures

[1] If the Commercial House is residential, it shall comply with the state regulations on energy saving of buildings and the “Energy Saving Design Standard of Residential Buildings in the Hot and Cold Areas in Summer and Winter in Sichuan Province” (DB51/T5027-2002) promulgated by Technology Supervision Administration of Sichuan Province. Otherwise, the Seller shall implement energy saving measures in line with the requirements of the “Energy Saving Design Standard of Residential Buildings in the Hot and Cold Areas in Summer and Winter in Sichuan Province” and bear all the expenses relating thereto. In case losses are thus incurred to the Buyer, the Seller shall be held liable for compensation.

´.

[2] If the Commercial House is a part of public building (office building, commercial building, tourism building etc), it shall comply with the state regulations on energy saving of buildings and the “Energy Saving Design Standard of Public Buildings” (GB50189-2005) promulgated by the Ministry of Construction. Otherwise, the Seller shall implement energy saving measures in line with the requirements of the “Energy Saving Design Standard of Public Building” and bear all the expenses relating thereto. In case losses are thus incurred to the Buyer, the Seller shall be held liable for compensation.

´.

Article 18 Covenants of Use

When the Buyer uses the Commercial House, it shall not change the principal building structure, bearing structure and purpose of use of the Commercial House without permission. Except as otherwise specified in this Contract and its supplementary agreement and annexes, in the course of use of the Commercial House, the Buyer is entitled to share the common parts and facilities related to the Commercial House with other right owner and shall bear the obligations on the basis of the allocated area of common parts and house.

The Seller shall not change the nature of use of the common parts and facilities relating to the Commercial House without permission.

´.

Article 19 Property Right Registration

(I) Initial registration

The Seller shall obtain the ownership certificate of the building the Commercial House belongs to no later than February 28, 2010. If the Seller fails to obtain such ownership certificate within the term as agreed in this Article due to its fault, both parties agree that Paragraph 2 below applies:

1. The Buyer is entitled to surrender the house. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer within ´ days from receiving the notice of surrender and pay to the Buyer liquidated damages of ´% of all the payments already made by the Buyer. If the Buyer does not surrender the house, this Contract continues to be performed and the Seller shall pay to the Buyer liquidated damages of ´% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the term when the Seller shall obtain the ownership certificate of the building of the Commercial House to the day when the ownership certificate is obtained, and such liquidated damages shall be paid to the Buyer within ´ days after the Seller obtains the ownership certificate.

2. The Seller shall undertake the following defaulting liability:

(1) If the delay is within thirty days, the Seller shall pay to the Buyer liquidated damages of 0.02% of all the payments already made by the Buyer per day delayed, and such liquidated damages shall be paid to the Buyer within 7 days after the initial property right registration is completed. This Contract continues to be performed.

(2) If the delay exceeds thirty days ((this day shall be the same as the day in Sub-paragraph (1) above), the Buyer is entitled to terminate this Contract. Upon such termination, the Seller shall pay to the Buyer liquidated damages of 5% of all the payments already made by the Buyer within 7 days from receiving the notice of termination and refund all the payments already made by the Buyer. If the Buyer intends to continue to perform this Contract, this Contract shall continue to be performed and the Seller shall pay to the Buyer liquidated damages of 0.03% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the agreed property right registration term to the day of actual completion of property right registration and such liquidated damages shall be paid to the Buyer within 7 days after the day of actual completion of property right registration.

(II) Transfer registration

1. After the Commercial House is delivered for use, both parties agree that Paragraph 1 below applies:

(1) The Seller handles the ownership transfer registration of the house with the ownership registration authority. The Buyer shall provide to the Seller the relevant documents according to the Seller’s registration requirements and notice.

(2) The Buyer agrees to entrust the Seller to handle the ownership transfer registration of the house with the ownership registration authority and the entrustment fee is RMB zero (in words).

2. Where, due to the Seller’s fault, the Buyer does not obtain the housing ownership certificate before June 30, 2010 (the Buyer shall pay the expenses relating to the handling of property right at one time), both parties agree that Paragraph 2 below applies:

(1) The Buyer is entitled to surrender the house. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer, along with the interest accrued thereupon at the ´ interest rate, within ´ days of receiving the notice of surrender. If the Buyer does not surrender the house, the Seller shall pay to the Buyer liquidated damages of ´% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the term when the Buyer shall obtain the housing ownership certificate to the day when the Buyer obtains the housing ownership certificate, and such liquidated damages shall be paid to the Buyer within ´ days after the Buyer obtains the housing ownership certificate.

(2) The Seller shall undertake the following defaulting liability:

1) If the delay is within thirty days, the Seller shall pay to the Buyer liquidated damages of 0.03% of all the payments already made by the Buyer per day delayed, and such liquidated damages shall be paid to the Buyer within 7 days after the initial property right registration is completed. This Contract continues to be performed.

2) If the delay exceeds thirty days ((this day shall be the same as the day in Sub-paragraph (1) above), the Buyer is entitled to terminate this Contract. Upon such termination, the Seller shall pay to the Buyer liquidated damages of 8% of all the payments already made by the Buyer within 7 days from receiving the notice of termination and refund all the payments already made by the Buyer. If the Buyer intends to continue to perform this Contract, this Contract shall continue to be performed and the Seller shall pay to the Buyer liquidated damages of 0.04% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the agreed property right registration term to the day of actual completion of property right registration and such liquidated damages shall be paid to the Buyer within 7 days after the day of actual completion of property right registration.

Article 20 Common Interests

1. The use right of the roof of the building in which the Commercial House is located shall be shared by all property right owners.

2. The use right of the outer walls of the building in which the Commercial House is located shall be shared by all property right owners.

3. The use right of the walls of elevator hall and the inside walls of elevator cab of the building in which the Commercial House is located shall be shared by all property right owners.

4. The eaves, steps, entrance hall and other public places of the building in which the Commercial House is located shall be shared by all property right owners.

The above parts may be reasonably used by common property right owners through negotiations, subject to relevant park management regulations.

Article 21 Auxiliary Buildings and Structures

Both parties agree that the auxiliary buildings and structures attached to the Commercial House shall be subject to Paragraph x below.

1. When the Seller sells the Commercial House, the ´, ´, ´ and ´ attached to the Commercial House will be transferred together with the Commercial House.

2. When the Seller sells the Commercial House, the ´, ´, ´ and ´ attached to the Commercial House will not be transferred together with the Commercial House.

Article 22 Prophase Property Service

(I) The property management enterprise engaged by the Seller in accordance with law is Shenzhen Science & Technology Industry Park Property Management Co., Ltd. The number of its qualification certificate is JianWuQi (2003) 046.

(II) During the prophase property management, property service rate is RMB4 yuan/month/square meter (construction area). The fee is composed of cleaning fee, public order maintenance fee, daily maintenance fee of common parts, facilities and equipment, greening maintenance fee, comprehensive management fee, ´, ´, ´, ´, ´ and ´ within property area.

Aboveground parking management fee is subject to relevant state standard and underground parking management fee is subject to relevant state standard.

(III) Property management enterprise will collect property service fee by the means in Paragraph 3 below.

1. Make collection on an annual basis. The Buyer shall pay the fee before ´ of each year.

2. Make collection on a semiannual basis. The Buyer shall pay the fee before ´ and ´ of each year respectively.

3. Make collection on a quarterly basis. The Buyer shall pay the Q1 property service fee before January 10 of each year; pay the Q2 property service fee before April 10 of each year; pay the Q3 property service fee before July 10 of each year; pay the Q4 property service fee before October 10 of each year.

(IV) The property service contents and owners’ temporary pact are given in Annex 7. The Buyer has carefully read all the property service contents and owners’ temporary pact in Annex 7 and agrees to accept the prophase property service provided by the property management enterprise engaged by the Seller in accordance with law and also to comply with owners’ temporary pact. If property service contents and owners’ temporary pact are inconsistent with this Contract, this Contract shall prevail.

Article 23 Special Maintenance Fund

If the Buyer entrusts the Seller to pay special maintenance fund on its behalf, the Seller shall provide the payment voucher for special maintenance fund to the Buyer within 30 days after the date of entrustment.

If the Buyer itself pays special maintenance fund, it shall provide the payment voucher for special maintenance fund to property management enterprise [at the delivery] of the Commercial House.

Article 24 Force Majeure

Should either party be prevented from performing this Contract owing to force majeure, such party shall be exempt from the responsibility, in whole or in part, depending on the effect of force majeure, but the prevented party shall without undue delay notify the other party and within 30 days after the end of force majeure, provide the proof hereof to the other party.

Article 25 Dispute Resolution

Any dispute arising out of the performance of this Contract shall be resolved by both parties through negotiations. In the event that no resolution can be reached, such dispute shall be resolved through the means in Paragraph 2 below:

1. by submitting it to ´ arbitration commission for arbitration.

2. by instituting a lawsuit with the people’s court in accordance with law.

Article 26 This Contract shall become effective as of the date when it is signed (sealed) by both parties. Both parties may enter into a written supplementary agreement for changes or supplements with respect to the contents that are not specified, unclear or not applicable herein according to the specific situation. But if such supplementary agreement contains the contents that unreasonably alleviate or exempt the responsibility of the Seller under this Contract or unreasonably increase the responsibility of the Buyer or exclude the main rights of the Buyer, this Contract shall prevail. The termination of this Contract shall be in writing. The annexes and supplementary agreement hereto shall have the same legal effect as this Contract.

Article 27 This Contract and its annexes hereto have 22 pages and are executed in seven copies, being equally authentic, three copies for the Seller, three copies for the Buyer, one copy for the property right office and ´ copy for the bank.

Article 28 The filing of this Contract adopts the form of online signing and online filing. The Buyer and the Seller shall maintain the consistency of the online filing version of this Contract and the written version of this Contract.

Seller (signature & seal): /s/ Chengdu Hi-tech Real Estate Co., Ltd.	Buyer (signature & seal): /s/ Chengdu Shidai Noah Information Technology Co., Ltd.
Legal representative:	Legal representative: /s/ Ruchun Zhang
Entrusted agent (signature & seal):	Responsible person:
Entrusted sales agency (signature & seal):	Entrusted agent (signature & seal):
Signing date: February 20, 2009	Signing date: February 20, 2009
Signing place:	Signing place:

Annex 1: Layout Plan of House and Diagram of its Location in the whole Building (shall mark the location)

Please refer to Annex 1 for the details

Annex 2: Description of the Composition of the Allocated Floor Areas of Common Parts and Houses

1. Name, purpose, location and area of allocated common parts

2. Name, purpose, location, area and allocation coefficient of the commercial house involved in the allocation of common floor area

3. Non-allocated common parts.

Annex 3: Certificate of Mortgagee’s Consent to the Sale of Commercial House and Relevant Provisions of Mortgagee and Mortgagor

´.

Annex 4: Other Provisions about Pricing and House Price

´.

Annex 5: Provisions about Method and Term of Payment

´.

Annex 6: Provisions about Decoration and Equipment Standards (refer to House Delivery Standard)

1. Heating system:

(1) Central heating: [heat radiator][floor heating] [___] ´;

(2) Household-specific heating: [gas stove][electrical heating] [___] ´;

(3) Brand of heating equipment: ´.

2. Insulating materials:

(1) Outer wall insulation: [extruded polyphenyl board][foam polyphenyl board][foam polyurethane board] [___] ´.

(2) Inner wall insulation: [plaster polyphenyl board] [___] ´.

3. Outer wall: [glass curtain wall] ´.

4. Inner wall: ´.

5. Ceiling: [plasterboard suspended ceiling] ´.

6. Indoor floor: [granite] ´.

7. Doors and windows:

(1) Structure dimension of outer wall: ´.

(2) Form of opening: ´.

(3) Section material of door and window: ´. 8. Kitchen:

(1) Ground: [cement plastering][tile] [____] ´;

(2) Wall face: [waterproof putty][tile] [____] ´;

(3) Ceiling: [cement plastering][plasterboard suspended ceiling] [____] ´;

(4) Kitchenware: ´.

9. Toilet:

(1) Ground:[cement plastering] ´;

(2) Wall face:[waterproof putty][paint][tile] [____] ´;

(3) Ceiling:[cement plastering][plasterboard suspended ceiling] [____] ´;

10. Balcony: [not closed] ´.

11. Elevator:

(1) Elevator brand: ´;

(2) Elevator speed: ´ m/s;

(3) Lifting capacity of elevator: ´ Kg;

(4) ´.

12. Others

´;

´.

House Delivery Standard of C2 Building of Tianfu Software Park Phase II
(sale of whole building)

S/N	Item	Contents
1	Construction works	1. Reinforced concrete structure (foundation, beam, sheet, column) 2. Building and plastering of wall body of pipe shaft
		3. Level of indoor floor with cement mortar
		4. High-grade face tiles for outer wall, hollow LOW-E glass curtain wall and complex window
		5. Fine fitment for staircase
		6. Person bearing roof is concrete roof.
2	Installation works	1. Staircase lighting. 2. Toilet plumbing system, rain-water system
		3. All fire protection works completed.
		4. Air-conditioning system (adopt water loop heat pump air-conditioning system. Air-conditioning system is a warm/cold system. The cold quantity in air-conditioning area is configured according to relevant design code. For office area, 180W—200W/m2; fresh air quantity in office area, 30m3/h.p. Condensed water circulating system connects to floor shaft. Indoor equipment, indoor air pipes, fresh air system and air outlets shall be installed to be in place by the lessee or purchaser).
3	Equipment works	1. Elevator: C2, 3, 4: 4 elevators; C5: 3 elevators C6, 7: 4 elevators
		2. Power load: office power consumption is configured at 120W/m2 (excluding power load of air conditioning).
4	Design standard of use load of house	1. The standard value of design load of fire vehicle passage is 20KN/m2. 2. Standard value of design load of office: 2.5-3KN/m2 (including partition load of 1KN/m2).
		3. The standard value of design load of public toilet is 2 KN/m2.
		4. The standard value of design load of general equipment house is 5 KN/m2—6 KN/m2.
		5. Overload use is strictly prohibited. Otherwise, all the consequences shall be borne by the user.
5	Auxiliary facilities	1. Lighting, power to floor distribution box. 2. ELV optical fiber to floor ELV shaft.
		3. Water supply: connected to point of water use at the toilet.
		4. Water drainage: drain system adopts the separate system of storm water and sewage.
		5. Parking: total number of parking spaces in the basement of park: about 2800; total number of parking spaces on the ground: about 750.

Annex 7: Property Services

´

Results of Real Estate Surveying of Tianfu Software Park Software Outsourcing Base (Area C) – Actual Measurement
2008-12-1

2. Statistical table of areas of houses in different buildings

			Office			Overhead floor			Garage						Others							Others
Building					Number			Number					Number							Number							Number
No.	Floor area		Floor	Area	of houses	Floor	Area	of houses	Floor		Area		of houses		Name	Floor		Area		of houses		Name	Floor		Area		of houses		Remarks
2		18737.67								-1		4206.89		1	Bicycle parking		-1		441.41		1	Scientific research, office		1~5		14089.36		30
3		18737.67								-1		4206.89		1	Bicycle parking		-1		441.41		1	Scientific research, office		1~5		14089.36		30
4		18771.23								-1		4214.43		1	Bicycle parking		-1		442.20		1	Scientific research, office		1~5		14114.60		30
5		8975.54																				Scientific research, office		1~8		8975.54		30
6		17422.32																				Scientific research, office		1~8		17422.32		48
7		17422.32																				Scientific research, office		1~8		17422.32		48
		743.15																				Overhead connecting corridor		5		743.15		4
Total		100809.89										12628.21		3					1325.03		3					86856.65		220

Surveyor: Wu Bo Examiner: Wang Hao December 1, 2008

Comparison between surveyed area and “planned economic and technical index” area

Aboveground							Underground
					Area difference ratio				Area difference ratio
	Surveyed		Planned		(surveyed area – planned		Surveyed	Planned	(surveyed area – planned
	area		area		area)/planned area		area	area	area)/planned area
Scientific research, office		86856.65		86878.00		0.000246

EX-4.20

Exhibit 4.20

English Translation

Contract No.:                        

Purchase & Sale Contract for Commercial House

Seller: Chengdu Hi-tech Real Estate Co., Ltd.

Buyer: Chengdu Shidai Noah Information Technology Co., Ltd.

Construction Department of Sichuan Province

Administration for Industry and Commerce of Sichuan Province

Explanation

1.	This contract version is a model version and may also be used as the version for signing. Before the signing of this contract, the Buyer shall carefully read the contents of this contract, particularly the optional, supplemented, filled and modified contents. In the case of different understandings of the provisions and words of this contract, the user may consult with the local competent real estate administration department. This model version is jointly prepared by Construction Department of Sichuan Province and Administration for Industry and Commerce of Sichuan Province.
2.	Commercial housing mentioned herein means the houses developed, constructed and sold by the real estate development enterprise.
3.	Before this contract is concluded, the Seller shall present to the Buyer the presale license of commercial housing and other related certificates and documentary evidences.
4.	Both parties hereto shall enter into this contract by following the principles of free will, fairness and credibility. Neither party shall bend the other party to its will. Both parties may make amendments, additions or deletions to the terms of this contract version. After this contract becomes effective, both parties are deemed consenting to the unmodified printed words in this contract.
5.	In order to embody the principle of free will, blank lines are left behind the relevant terms of this contract version for both parties to add separate provisions or supplementary provisions. The Seller and the Buyer may enter into a fair and reasonable supplementary agreement with respect to the contents not covered or not specified in detail in this contract on the basis of the specific situation of the sold project, or may add supplementary provisions in the blank lines behind relevant terms.
6.	In this contract version, the optional contents in [_____], filled contents in blanks and other contents needing to be deleted or added shall be agreed upon by both parties by mutual consultation. The optional contents in [_____] shall be selected with “Ö”; if the situation does not occur or is not specified by both parties, blanks shall be marked with “´” so as to indicate deletion.
7.	If any dispute arises in connection with the performance of this contract, either party may bring a lawsuit with the people’s court in the place where real estate is located or submit an arbitration application to an arbitration commission for arbitration. In the case of arbitration, such dispute may be referred to the arbitration commission in the place where the real estate is located or an arbitration commission in other place.
8.	Both parties may determine the number of originals of this contract depending on the actual situation and at the conclusion of this contract, make careful checks to ensure that all the originals are consistent. Under any circumstance, the Buyer shall retain at least one original.

Purchase & Sale Contract for Commercial House

Seller: Chengdu Hi-tech Real Estate Co., Ltd.

Registered address: 4F, Auxiliary Building, Beite Industry Park, No. 11 Gaopeng Avenue, Gaoxin District, Chengdu

Postal code: 610041

Registration no. of business license: 5101091001210

No. of enterprise qualification certificate: 510109AWG3421641

Legal representative: Xu Liang             Tel.: 85332609

Entrusted agent: ´ ´ ´                     Tel.: ´

Entrusted sales agency: ´

Registered address: ´

Postal code: ´

Registration no. of business license: ´

Buyer: Chengdu Shidai Noah Information Technology Co., Ltd.

Location of Buyer’s registered residence (passport or employer):                       Nationality:                     

[Legal representative Ö] [Responsible person]: Ruchun Zhang

[ID card Ö] [Passport] [Registration no. of business license] [______]: 110108196602159094

Date of birth: February 15, 1966       Gender: Male

Mailing address:                      

Postal code:                            Tel.: 0755-82049103

[Legal agent] [Entrusted agent]:                            Nationality:                      

[ID card] [Passport][_____]:                     

Date of birth:                            Gender:                      

Mailing address:                      

Postal code:                            Tel.:                      

Co-buyer:                      

Share:                      

[Legal representative] [Responsible person]:                            Nationality:                      

[ID card] [Passport] [Registration no. of business license] [ID card] [Passport] [_____]:                      

[Legal agent] [Entrusted agent]:                             Nationality:                      

[ID card] [Passport] [_____]:                     

In accordance with the “Contract Law of the People’s Republic of China”, “Law of the People’s Republic of China on Administration of Urban Real Estate” and other related laws and regulations, the Seller and the Buyer, on the basis of equality, free will and fairness and through negotiations, hereby agree below with respect to the purchase and sale of commercial house.

Article 1 Basis for Project Construction

The Seller has obtained the state-owned land use right of the land plot located at 3# Group, Construction Village, Guixi Sub-district Office, South Park, Gaoxin District. The number of state-owned land use certificate for this land plot is GuoYong (2008) No. 2837 and the area of land use right is 167692.00m^2.

The temporary name of the commercial houses constructed by the Seller on the said land plot with approval is Tianfu Software Park Software Outsourcing Base (Area C). Number of construction project planning license is GaoXinGuiBianHao (2007) No. 111; the number of building project construction license is CGGJ (2007)-NJ055. The commencement date specified in the construction project contract is June 2, 2007 and the completion date specified in the construction project contract is March 28, 2008.

Article 2 Basis for Sale of Commercial House

[Completed house] The number of the house ownership certificate of the building the commercial house bought by the Buyer (hereinafter referred to as the “Commercial House”) belongs to is ´.

[Pre-sold commercial house] The approving authority of the pre-sold commercial house is Chengdu Real Estate Administration and the number of presale license of commercial house is ChengFangYuShouZhongXinChengQuZi No. 5649.

The real estate surveying and mapping institution entrusted by the Seller to survey the area of the Commercial House is Chengdu Chenyuan Surveying & Mapping Co., Ltd.

Article 3 Basic Information on Commercial House Purchased by the Buyer

The house construction form of the Commercial House is: [ordinary commercial house].

The principal building structure of the building the Commercial House belongs to is frame and the building has 6 stories, including 5 stories above the ground and 1 story below the ground.

The Commercial House purchased by the Buyer is in the project as specified in Article 1 of this Contract (note: the amounts below are denominated in RMB ):

The Commercial House is Room No. ´, -1F, ´[Unit], C2 [Building] of the project specified in Article 1. The purpose of the Commercial House is [office]; type of house: [ordinary] [villa] [others]: ´; total surveyed floor area is 1682.76 m² (area of bicycle parking not included), in which internal floor area is ´ m² and allocated floor area of common parts and common house is ´ m²; [story height] is: 4.2m. For [clear height of sloped roof], the smallest figure is ´ m; the biggest figure is ´ m. The purpose of use of the land of the Commercial House purchased by the Buyer is scientific research and design; land use term is from April 29, 2008 to April 28, 2058. The facing direction of the Commercial House is given in Annex 1 and it has ´ balconies (including ´ closed balconies and ´ non-closed balconies). Level of decoration is [clean water] and decoration standard is RMB ´/m².

If the Commercial House is a residential house, the Seller and the Buyer agree to calculate the price of the Commercial House by the means as listed in Paragraph 1 below. If the Commercial House is an economically affordable house, the Seller and the Buyer agree to calculate the price of the Commercial House by the means as listed in Paragraphs 1 and 2 below respectively.

If the Commercial House is a non-residential house, the Seller and the Buyer agree to calculate the price of the Commercial House by the means as listed in Paragraph 2 below.

1. The price is based on internal floor area. The unit price of the Commercial House is ´ (currency) ´ /m². The total price is ´ (currency) ´ (in words).

2. The price is based on floor area. The unit price of the Commercial House is RMB 3280.33/m². The total price is RMB 5,520,000.00 (in words: RMB five million five hundred and twenty thousand).

3. The price is based on apartment (unit). The total price of the Commercial House is ´ (currency) ´ (in words).

4. The price is based on ´. The total price of the Commercial House is ´ (currency) ´ (in words).

The total price of the purchased Commercial House is RMB five million five hundred and twenty. Refer to Annex 4.

Room numbers are subject to those approved by the public security administration authority. The layout plan of the Commercial House and diagram of its location in the whole building are given in Annex 1.

“Floor area” mentioned herein refers to the horizontal projection area of the periphery of the floors above the quadras of external walls (columns) of the house, which is a permanent building with a top cover, a firm structure and a story height of above 2.20m, including balcony, overhanging corridor, basement, outdoor stairs, etc.

“Internal floor area” mentioned herein refers to the aggregate of the useable area, wall body’s area and balcony’s floor area inside the apartment (unit).

In this Article, “story height” means the vertical distance between two neighboring floors or between floor and ground, and “clear height” means the vertical distance from floor or ground to bottom of upper floor slab or ceiling.

Article 4 Mortgage

The mortgage about the Commercial House is: 1.

1. The allocated land use right and works in progress for the Commercial House are not mortgaged;

2. The allocated land use right for the Commercial House has been mortgaged. Mortgagee is ´, mortgage registration department is ´ and date of mortgage registration is ´.

3. The works in progress for the Commercial House have been mortgaged. Mortgagee is ´, mortgage registration department is ´ and date of mortgage registration is ´.

´.

The certificate of mortgagee’s consent to the presale of the Commercial House and the provisions about mortgage are given in Annex 3.

Article 5 Method and Term of Payment

The Buyer makes payment by the means as listed in Paragraph 4 below.

1. Payment by a lump sum

2. Payment in installments

3. Payment by loan. The Buyer may pay ´% of the total house price as the initial installment and the remaining portion may be paid with the loan from ´ bank or housing provident fund management authority.

4. Payment by other means. Upon signing of the agreement, the Seller shall deliver the house to the Buyer. The Buyer shall pay 90% of the total house price to the Seller’s account before March 16, 2009 and pay 10% of the total house price after the procedures concerning initial property right certificate are completed and before the procedures concerning household-specific property right are completed.

Article 6 The Seller guarantees that the Commercial House is free of any property right dispute. If property right registration cannot be handled or a claim or debt dispute arises for the Seller’s reason, the Seller shall bear the corresponding responsibility.

´.

Article 7 Planning Change

The Seller shall construct the commercial houses in accordance with the conditions as specified in the construction project planning license issued by the planning administration authority and shall not make changes without permission.

If the Seller indeed needs to change the conditions as specified in the construction project planning license, such change shall be subject to the written consent of the affected Buyer and the approval of the planning administration authority. If planning change causes losses to the interests of the Buyer, the Seller shall be liable for corresponding compensation.

Article 8 Design Change

(I) If the planning changes approved by the planning administration authority and the following design changes of the construction drawings and design documents of building project as consented to by design entity affect the quality or use functions of the Commercial House purchased by the Buyer, the Seller shall give a written notice to the Buyer within 10 days after the design examination entity approves such changes:

1. The structure form, type, space dimensions, facing direction and use of the Commercial House;

2. ´;

3. ´;

4. ´.

If the Seller fails to notify the Buyer within the specified term, the Buyer is entitled to surrender the house.

(II) The Buyer shall reply in writing whether or not to surrender the house within 15 days of receiving the notice. Otherwise, the Buyer is deemed as accepting changes.

(III) If the Buyer surrenders the house, the Seller shall refund the house price already paid by the Buyer within ´ days from receiving the notice of surrender, along with the interest accrued thereupon at ´ interest rate. If the Buyer does not surrender the house, the Buyer shall enter into a separate supplementary agreement with the Seller.

´

´.

Article 9 Liability for Delayed Payment

Where the Buyer fails to make payment at the agreed time, Paragraph 1 below shall apply.

1. Liability is subject to the period of delay (the liabilities in Sub-paragraphs (1) and (2) are not cumulative).

(1) If the delay is within 30 days, the Buyer shall pay to the Seller a penalty at a daily rate of 0.02% of the overdue payment from the next day following expiry of agreed payment term to the day of actual payment and such penalty shall be paid to the Seller within 7 days after the day of actual payment. Then, this Contract continues to be performed;

(2) If the delay continues for more than 30 days (this day shall be the same as the day in Sub-paragraph (1) above), the Seller is entitled to terminate this Contract. In case of such termination by the Seller, the Buyer shall pay to the Seller a penalty at 5% of the cumulative overdue payment within 7 days after receipt of notice of termination and the Seller shall refund all the payments already made by the Buyer. If the Buyer wishes to continue to perform this Contract, this Contract may continue to be performed with the consent of the Seller. The Buyer shall pay to the Seller a penalty at a daily rate of 0.03% (this rate shall not be less than the rate in Sub-paragraph (1) above) of the overdue payment from the next day following expiry of agreed payment term to the day of actual payment and such penalty shall be paid to the Seller within 7 days after the day of actual payment.

“Overdue payment” refers to the difference between the due payment as set forth in Article 5 and the actual payment, or in case of payment by installments, the difference between the specific installment and the actual payment.

2. ´.

Article 10 Delivery Conditions

(I) After the first installment of the house price is paid up pursuant to the provisions of this Contract, the Seller shall deliver the Commercial House to the Buyer before March 16, 2009. The property management fee shall be computed from April 1, 2009.

(II) At delivery, the Commercial House shall comply with the conditions as listed in Paragraphs 1, 2, 6, ´, ´, ´ and ´ below. If the Commercial House is residential, the Seller shall also provide the “House Quality Warranty” and “House Use Instructions”.

1. The Commercial House has obtained the planning acceptance conformity certificate.

2. A qualified real estate mapping institution has issued the report on the actually measured area of the Commercial House.

3. The Seller has obtained the housing ownership certificate of the building the Commercial House belongs to.

4. Comply with the conditions to be fulfilled for municipal infrastructures as undertaken by the Seller in Article 11

5. If the Commercial House is residential, the Seller shall provide the “Household Acceptance Form of House Engineering Quality”.

6. The garage and the bicycle parking shall be delivered to the Buyer simultaneously.

7. ´.

Article 11 Undertakings about Municipal Infrastructures and Other Facilities

The Seller undertakes that the municipal infrastructures and other facilities directly related to the normal use of the Commercial House will fulfill the following conditions on the agreed date:

1. Municipal infrastructures

(1) Water supply and discharge: on August 8, 2008, reach the house delivery standard;

(2) Electricity: on August 8, 2008, reach the house delivery standard;

(3) Heating: on ´, reach ´;

(4) Gas: on ´, reach ´;

(5) A total bandwidth of not less than 100M can be connected to the building. For the opening of bandwidth, Party B has to apply to telecom operator.

If the conditions are not fulfilled within the agreed term, both parties agree below:

(1) ´;

(2) ´.

2. Other facilities

(1) Public green land: on December 31, 2008, reach the house delivery standard;

(2) Public road: on December 31, 2008, reach the house delivery standard;

(3) Public parking lot: on December 31, 2008, reach the house delivery standard;

(4) Kindergarten: on ´, reach ´;

(5) School: on ´, reach ´;

(6) Club: on ´, reach ´;

(7) Shopping center: on ´, reach ´;

(8) Sports facilities: on ´, reach ´;

(9) ´;

(10) ´.

If the conditions are not fulfilled within the agreed term, both parties agree below:

(1) ´;

(2) ´.

Article 12 Liability for Delayed Delivery

Where the Seller fails to deliver the Commercial House to the Buyer according to the term and conditions as specified in Article 10 (unless force majeure occurs), Paragraph 1 below shall apply.

1. Liability is subject to the period of delay (the liabilities in Sub-paragraphs (1) and (2) are not cumulative).

(1) If the delay is within 30 days (this term shall not be less than the term in Paragraph (1) of Article 10), the Seller shall pay to the Buyer a penalty at a daily rate of 0.02% (this rate shall not be less than the rate in Paragraph (1) of Article 9) of the already paid house price from the next day following expiry of the delivery term as specified in Article 10 to the day of actual delivery and such penalty shall be paid to the Buyer within 7 days after the Commercial House is delivered. Then, this Contract continues to be performed;

(2) If the delay continues for more than 30 days (this day shall be the same as the day in Sub-paragraph (1) above), the Buyer is entitled to surrender the house. In case the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer within 7 days after receipt of the notice of surrender and pay to the Buyer a penalty at 5% of all the payments already made by the Buyer. If the Buyer wishes to continue to perform this Contract, this Contract may continue to be performed. The Seller shall pay to the Buyer a penalty at a daily rate of 0.03% (this rate shall not be less than the rate in Sub-paragraph (1) above) of all the payments already made by the Buyer from the next day following expiry of the delivery term as specified in Article 10 to the day of actual delivery and such penalty shall be paid to the Buyer within 7 days after the Commercial House is delivered.

2. ´.

Article 13 Handling of Area Difference

When the Commercial House is delivered, the Seller shall present to the Buyer the report on the actually measured area of the Commercial House issued by the qualified real estate mapping institution entrusted by it and provide to the Buyer the actual measurement area data of the Commercial House (hereinafter referred to as “Actually Measured Area”). In case of any error between the Actually Measured Area and the surveyed area in Article 3, both parties agree that Paragraph 3 below applies:

1. According to the provision “price is based on internal floor area” in Article 3, both parties agree below:

(1) If the absolute value of the error ratio of internal floor area is within 3% (including 3%), house price is settled according to actual area;

(2) If the absolute value of the error ratio of internal floor area exceeds 3%, the Buyer is entitled to surrender the house.

If the Buyer surrenders the house, the Seller shall refund the house price already paid by the Buyer within 30 days of receiving the notice of surrender, along with the interest accrued thereupon at ´ interest rate.

If the Buyer does not surrender the house and actually measured internal floor area is bigger than preliminarily measured internal floor area: the house price for the portion within 3% (including 3%) shall be paid by the Buyer; the house price for the portion in excess of 3% shall be borne by the Seller and property right shall be owned by the Buyer. If actually measured internal floor area is smaller than preliminarily measured internal floor area, the house price for the portion within 3% (including 3%) shall be refunded by the Seller to the Buyer; the house price for the portion in excess of 3% shall be refunded by the Seller to the Buyer on a double basis.

Error ratio of internal floor area= Actually measured internal floor area –
preliminarily measured internal floor area
  Preliminarily measured internal floor area
X 100%

2. According to the provision “price is based on floor area” in Article 3, both parties agree below:

(1) If the absolute values of the error ratios of floor area and internal floor area are within 3% (including 3%), house price is settled according to actually measured floor area;

(2) If the absolute value of the error ratio of floor area or internal floor area exceeds 3%, the Buyer is entitled to surrender the house.

If the Buyer surrenders the house, the Seller shall refund the house price already paid by the Buyer within 30 days of receiving the notice of surrender, along with the interest accrued thereupon at ´ interest rate.

If the Buyer does not surrender the house and actually measured floor area is bigger than preliminarily measured floor area: the house price for the portion within 3% (including 3%) shall be paid by the Buyer; the house price for the portion in excess of 3% shall be borne by the Seller and property right shall be owned by the Buyer. If actually measured floor area is smaller than the floor area specified in the contract, the house price for the portion within 3% (including 3%) shall be refunded by the Seller to the Buyer; the house price for the portion in excess of 3% shall be refunded by the Seller to the Buyer on a double basis.

Error ratio of floor area= Actually measured floor area –
preliminarily measured floor area
  Preliminarily measured floor area
X 100%

3. Other provisions agreed upon by both parties.

Regardless of the number of the error ratio of floor area, the two parties agree that no more compensation will be paid.

Article 14 Handover Procedures

(I) After the Commercial House fulfils the delivery conditions as set out in Article 10, the Seller shall, 7 days prior to delivery day, notify the Buyer in writing of the time and place of handover procedures as well as the certificates needing to be taken. When both parties handle acceptance inspection and handover, the Seller shall present the certificates as stipulated in Article 10 and fulfill the other conditions as stipulated in Article 10. Where the Seller does not present certificates or presented certificates are incomplete, or the Seller does not fulfill the other conditions set forth in Article 10, the Buyer has the right to refuse to take over the house. The liability for delayed delivery arising therefrom shall be borne by the Seller and the provisions of Article 12 shall apply.

(II) After acceptance inspection and handover, both parties shall sign the handover form of commercial house. If handover procedures are not handled on time for causes attributable to the Buyer, both parties agree as follows:

If the Buyer does not take over the house within 15 days after the Seller gives a written notice to the Buyer, it shall be deemed that the Seller has delivered the house to the Buyer on the 16^th day after the giving of the written notice and the Buyer shall undertake the responsibility; any quality problem found by the Buyer during takeover of the house shall be solved by the Seller within the time reasonably requested by the Buyer.

(III) Both parties agree to pay taxes and fees by the means as listed in Paragraph 3 below.

1. The Seller shall not take the payment of taxes and fees by the Buyer as the condition for the handover of the Commercial House.

´.

2. The Buyer agrees to entrust the Seller to pay the taxes and fees in Paragraphs ´, ´, ´, ´, ´ and ´ below on its behalf and further agrees to deliver the aforementioned taxes and fees to the Seller while it takes over the Commercial House.

(1) Special maintenance fund;

(2) Contract tax;

(3) Property service fee as specified in Article 22;

(4) Heating fee;

(5) ´;

(6) ´.

3. The Buyer will itself pay the taxes and fees in Paragraphs 1, 2, 3, ´, ´ and ´ below to relevant units and present to the Seller the payment vouchers while it takes over the Commercial House.

(1) Special maintenance fund;

(2) Deed duty;

(3) Property service fee as specified in Article 22;

(4) Heating fee;

(5) ´;

(6) ´.

Article 15 Quality, Decoration and Equipment Standards of the Commercial House

(I) The Seller covenants that the Commercial House uses qualified building materials, components and accessories and the quality of the Commercial House conforms to the requirements of the engineering quality specifications, standards, construction drawings and design documents issued by the state and Sichuan Province.

(II) The Seller and the Buyer agree below:

1. Where the foundation and principal structure of the Commercial House do not pass quality inspections, the Buyer is entitled to surrender the house. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer, along with the interest accrued thereupon at the bank demand deposit interest rate for the same period, within 30 days of receiving the notice of surrender. If losses are thus caused to the Buyer, the Seller shall be held liable for compensation. The inspection expenses thus incurred shall be borne by the Seller.

If the Buyer wishes to continue to perform this Contract, it shall enter into a separate supplementary agreement with the Seller.

´.

2. Where the indoor air quality of the Commercial House does not comply with the national standard after inspection, the Buyer is entitled to surrender the house within 60 days (not less than 60 days) after the delivery date of the Commercial House. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer, along with the interest accrued thereupon at the bank demand deposit interest rate for the same period, within 30 days of receiving the notice of surrender. If losses are thus caused to the Buyer, the Seller shall be held liable for compensation. The inspection expenses thus incurred shall be borne by the Seller.

If the Buyer does not surrender the house or the Commercial House is already used for more than 60 days after delivery, the Buyer shall enter into a separate supplementary agreement with the Seller.

´.

3. At delivery, the Commercial House has passed the acceptance inspections by construction, surveying, design, project undertaking and project supervision entities. The Seller shall inspect the house together with the Buyer. If it is found after inspection that the Commercial House has other problems, both parties agree that Paragraph 1 below applies:

(1) The Seller shall deliver the repaired Commercial House within 90 days. The liability for delayed delivery arising therefrom shall be borne by the Seller and the provisions of Article 12 shall apply.

´.

(2) The Seller shall, at its own expense, make repairs in accordance with the engineering quality specifications and standards of the state and Sichuan Province within ´ days after the delivery date of the Commercial House. In case losses are thus incurred to the Buyer, the Seller shall be held liable for compensation.

(3) ´.

4. The decorations and equipment of the Commercial House delivered by the Seller shall comply with the standards as agreed upon by both parties. Otherwise, the Buyer is entitled to request the Seller to comply with Paragraph ´ below.

(1) The Seller compensates twice the price difference of decorations and equipment.

(2) ´.

(3) ´.

The provisions about decoration and equipment standards are given in Annex 6.

(III) If any dispute arises between the Seller and the Buyer with respect to engineering quality, either party may entrust a qualified construction engineering quality inspection institution to make inspection. Each party shall provide assistance for the other party with respect to such inspection.

´.

Article 16 House Warranty Responsibility

(I) If the Commercial House is residential, the Seller shall undertake the corresponding warranty responsibility in accordance with the House Quality Warranty as from the delivery date of the Commercial House.

If the Commercial House is not residential, both parties shall enter into a supplementary agreement specifying warranty scope, term and responsibility.

(II) Where the Commercial House has any quality problem within the warranty scope and term: if there is any provision about surrender, such provision shall apply; if there is no provision about surrender, the Seller shall perform warranty obligation and the Buyer shall render assistance. But the Seller shall not be liable for the damages for causes not attributable to the Seller.

Article 17 Residential Energy-saving Measures

[1] If the Commercial House is residential, it shall comply with the state regulations on energy saving of buildings and the “Energy Saving Design Standard of Residential Buildings in the Hot and Cold Areas in Summer and Winter in Sichuan Province” (DB51/T5027-2002) promulgated by Technology Supervision Administration of Sichuan Province. Otherwise, the Seller shall implement energy saving measures in line with the requirements of the “Energy Saving Design Standard of Residential Buildings in the Hot and Cold Areas in Summer and Winter in Sichuan Province” and bear all the expenses relating thereto. In case losses are thus incurred to the Buyer, the Seller shall be held liable for compensation.

´.

[2] If the Commercial House is a part of public building (office building, commercial building, tourism building etc), it shall comply with the state regulations on energy saving of buildings and the “Energy Saving Design Standard of Public Buildings” (GB50189-2005) promulgated by the Ministry of Construction. Otherwise, the Seller shall implement energy saving measures in line with the requirements of the “Energy Saving Design Standard of Public Building” and bear all the expenses relating thereto. In case losses are thus incurred to the Buyer, the Seller shall be held liable for compensation.

´.

Article 18 Covenants of Use

When the Buyer uses the Commercial House, it shall not change the principal building structure, bearing structure and purpose of use of the Commercial House without permission. Except as otherwise specified in this Contract and its supplementary agreement and annexes, in the course of use of the Commercial House, the Buyer is entitled to share the common parts and facilities related to the Commercial House with other right owner and shall bear the obligations on the basis of the allocated area of common parts and house.

The Seller shall not change the nature of use of the common parts and facilities relating to the Commercial House without permission.

´.

Article 19 Property Right Registration

(I) Initial registration

The Seller shall obtain the ownership certificate of the building the Commercial House belongs to no later than February 28, 2010. If the Seller fails to obtain such ownership certificate within the term as agreed in this Article due to its fault, both parties agree that Paragraph 2 below applies:

1. The Buyer is entitled to surrender the house. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer within ´ days from receiving the notice of surrender and pay to the Buyer liquidated damages of ´% of all the payments already made by the Buyer. If the Buyer does not surrender the house, this Contract continues to be performed and the Seller shall pay to the Buyer liquidated damages of ´% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the term when the Seller shall obtain the ownership certificate of the building of the Commercial House to the day when the ownership certificate is obtained, and such liquidated damages shall be paid to the Buyer within ´ days after the Seller obtains the ownership certificate.

2. The Seller shall undertake the following defaulting liability:

(1) If the delay is within thirty days, the Seller shall pay to the Buyer liquidated damages of 0.02% of all the payments already made by the Buyer per day delayed, and such liquidated damages shall be paid to the Buyer within 7 days after the initial property right registration is completed. This Contract continues to be performed.

(2) If the delay exceeds thirty days ((this day shall be the same as the day in Sub-paragraph (1) above), the Buyer is entitled to terminate this Contract. Upon such termination, the Seller shall pay to the Buyer liquidated damages of 5% of all the payments already made by the Buyer within 7 days from receiving the notice of termination and refund all the payments already made by the Buyer. If the Buyer intends to continue to perform this Contract, this Contract shall continue to be performed and the Seller shall pay to the Buyer liquidated damages of 0.03% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the agreed property right registration term to the day of actual completion of property right registration and such liquidated damages shall be paid to the Buyer within 7 days after the day of actual completion of property right registration.

(II) Transfer registration

1. After the Commercial House is delivered for use, both parties agree that Paragraph 3 below applies:

(1) The Seller handles the ownership transfer registration of the house with the ownership registration authority. The Buyer shall provide to the Seller the relevant documents according to the Seller’s registration requirements and notice.

(2) The Buyer agrees to entrust the Seller to handle the ownership transfer registration of the house with the ownership registration authority and the entrustment fee is RMB zero (in words).

(3) The Seller is responsible to complete the ownership registration of the parking space with the competent ownership registration authority in accordance with the fair and reasonable allocation made by Chengdu Shidai Noah Education Software Co., Ltd. with respect to the parking space corresponds to -1/F of the target house. The Buyer shall be responsible to furnish the relevant documents to the Seller based on the requirements of the registration and notice made by the Seller. In consideration of the relevant laws and regulations, and the process of obtaining the paring space ownership stipulated by relevant property ownership administration authority, the ownership of each parking space of the garage purchased by Chengdu Shidai Noah Education Software Co., Ltd. shall be completed separately after the line-drawing actual measurement for each parking space, therefore, the Buyer shall assist the Seller to execute the purchase and sale contract for single parking space in order to complete the registration of the ownership of each parking space. The area of the underground bicycle parking of the building in which the Commercial House is located is 441.42 m2, which does not include into the area of which the Seller must complete the registration of ownership. The use right of the bicycle parking shall be transferred to all buyers of the building in which the Commercial House is located from the Seller upon the effective of this Contract. It shall be implemented in accordance with the relevant national policy with respect to the bicycle parking if the said national policy changes.

2. Where, due to the Seller’s fault, the Buyer does not obtain the housing ownership certificate before June 30, 2010 (the Buyer shall pay the expenses relating to the handling of property right at one time), both parties agree that Paragraph 2 below applies:

(1) The Buyer is entitled to surrender the house. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer, along with the interest accrued thereupon at the ´ interest rate, within ´ days of receiving the notice of surrender. If the Buyer does not surrender the house, the Seller shall pay to the Buyer liquidated damages of ´% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the term when the Buyer shall obtain the housing ownership certificate to the day when the Buyer obtains the housing ownership certificate, and such liquidated damages shall be paid to the Buyer within ´ days after the Buyer obtains the housing ownership certificate.

(2) The Seller shall undertake the following defaulting liability:

1) If the delay is within thirty days, the Seller shall pay to the Buyer liquidated damages of 0.03% of all the payments already made by the Buyer per day delayed, and such liquidated damages shall be paid to the Buyer within 7 days after the initial property right registration is completed. This Contract continues to be performed.

2) If the delay exceeds thirty days ((this day shall be the same as the day in Sub-paragraph (1) above), the Buyer is entitled to terminate this Contract. Upon such termination, the Seller shall pay to the Buyer liquidated damages of 8% of all the payments already made by the Buyer within 7 days from receiving the notice of termination and refund all the payments already made by the Buyer. If the Buyer intends to continue to perform this Contract, this Contract shall continue to be performed and the Seller shall pay to the Buyer liquidated damages of 0.04% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the agreed property right registration term to the day of actual completion of property right registration and such liquidated damages shall be paid to the Buyer within 7 days after the day of actual completion of property right registration.

Article 20 Common Interests

1. The use right of the roof of the building in which the Commercial House is located shall be shared by all property right owners.

2. The use right of the outer walls of the building in which the Commercial House is located shall be shared by all property right owners.

3. The use right of the walls of elevator hall and the inside walls of elevator cab of the building in which the Commercial House is located shall be shared by all property right owners.

4. The eaves, steps, entrance hall and other public places of the building in which the Commercial House is located shall be shared by all property right owners.

5. The underground bicycle parking of the building in which the Commercial House is located shall be shared by all property right owners.

The above parts may be reasonably used by common property right owners through negotiations, subject to relevant park management regulations.

Article 21 Auxiliary Buildings and Structures

Both parties agree that the auxiliary buildings and structures attached to the Commercial House shall be subject to Paragraph ´ below.

1. When the Seller sells the Commercial House, the ´, ´, ´ and ´ attached to the Commercial House will be transferred together with the Commercial House.

2. When the Seller sells the Commercial House, the ´, ´, ´ and ´ attached to the Commercial House will not be transferred together with the Commercial House.

Article 22 Prophase Property Service

(I) The property management enterprise engaged by the Seller in accordance with law is Shenzhen Science & Technology Industry Park Property Management Co., Ltd. The number of its qualification certificate is JianWuQi (2003) 046.

(II) During the prophase property management, property service rate is ´ yuan/month/square meter (construction area). The fee is composed of cleaning fee, public order maintenance fee, daily maintenance fee of common parts, facilities and equipment, greening maintenance fee, comprehensive management fee, ´, ´, ´, ´, ´ and ´ within property area.

Aboveground parking management fee is subject to relevant state standard and underground parking management fee is subject to relevant state standard.

(III) Property management enterprise will collect property service fee by the means in Paragraph 3 below.

1. Make collection on an annual basis. The Buyer shall pay the fee before ´ of each year.

2. Make collection on a semiannual basis. The Buyer shall pay the fee before ´ and ´ of each year respectively.

3. Make collection on a quarterly basis. The Buyer shall pay the Q1 property service fee before January 10 of each year; pay the Q2 property service fee before April 10 of each year; pay the Q3 property service fee before July 10 of each year; pay the Q4 property service fee before October 10 of each year.

(IV) The property service contents and owners’ temporary pact are given in Annex 7. The Buyer has carefully read all the property service contents and owners’ temporary pact in Annex 7 and agrees to accept the prophase property service provided by the property management enterprise engaged by the Seller in accordance with law and also to comply with owners’ temporary pact. If property service contents and owners’ temporary pact are inconsistent with this Contract, this Contract shall prevail.

Article 23 Special Maintenance Fund

If the Buyer entrusts the Seller to pay special maintenance fund on its behalf, the Seller shall provide the payment voucher for special maintenance fund to the Buyer within 30 days after the date of entrustment.

If the Buyer itself pays special maintenance fund, it shall provide the payment voucher for special maintenance fund to property management enterprise [at the delivery] of the Commercial House.

Article 24 Force Majeure

Should either party be prevented from performing this Contract owing to force majeure, such party shall be exempt from the responsibility, in whole or in part, depending on the effect of force majeure, but the prevented party shall without undue delay notify the other party and within 30 days after the end of force majeure, provide the proof hereof to the other party.

Article 25 Dispute Resolution

Any dispute arising out of the performance of this Contract shall be resolved by both parties through negotiations. In the event that no resolution can be reached, such dispute shall be resolved through the means in Paragraph 2 below:

1. by submitting it to ´ arbitration commission for arbitration.

2. by instituting a lawsuit with the people’s court in accordance with law.

Article 26 This Contract shall become effective as of the date when it is signed (sealed) by both parties. Both parties may enter into a written supplementary agreement for changes or supplements with respect to the contents that are not specified, unclear or not applicable herein according to the specific situation. But if such supplementary agreement contains the contents that unreasonably alleviate or exempt the responsibility of the Seller under this Contract or unreasonably increase the responsibility of the Buyer or exclude the main rights of the Buyer, this Contract shall prevail. The termination of this Contract shall be in writing. The annexes and supplementary agreement hereto shall have the same legal effect as this Contract.

Article 27 This Contract and its annexes hereto have 22 pages and are executed in seven copies, being equally authentic, three copies for the Seller, three copies for the Buyer, one copy for the property right office and ´ copy for the bank.

Article 28 The filing of this Contract adopts the form of online signing and online filing. The Buyer and the Seller shall maintain the consistency of the online filing version of this Contract and the written version of this Contract.

Seller (signature & seal): /s/ Chengdu Hi-tech Real Estate Co., Ltd.	Buyer (signature & seal): /s/ Chengdu Shidai Noah Information Technology Co., Ltd.
Legal representative:	Legal representative: /s/ Ruchun Zhang
Entrusted agent (signature & seal):	Responsible person:
Entrusted sales agency (signature & seal):	Entrusted agent (signature & seal):
Signing date: February 20, 2009	Signing date: February 20, 2009
Signing place:	Signing place:

Annex 1: Layout Plan of House and Diagram of its Location in the whole Building (shall mark the location)

Please refer to Annex 1 for the details

Annex 2: Description of the Composition of the Allocated Floor Areas of Common Parts and Houses

1. Name, purpose, location and area of allocated common parts

2. Name, purpose, location, area and allocation coefficient of the commercial house involved in the allocation of common floor area

3. Non-allocated common parts.

Annex 3: Certificate of Mortgagee’s Consent to the Sale of Commercial House and Relevant Provisions of Mortgagee and Mortgagor

´

Annex 4: Other Provisions about Pricing and House Price

´

Annex 5: Provisions about Method and Term of Payment

´

Annex 6: Provisions about Decoration and Equipment Standards (refer to House Delivery Standard)

1. Heating system:

(1) Central heating: [heat radiator][floor heating] [     ] ´;

(2) Household-specific heating: [gas stove][electrical heating][     ] ´ ;

(3) Brand of heating equipment: ´.

2. Insulating materials:

(1) Outer wall insulation: [extruded polyphenyl board][foam polyphenyl board][foam polyurethane board][     ] ´.

(2) Inner wall insulation: [plaster polyphenyl board][     ] ´.

3. Outer wall: [glass curtain wall] ´.

4. Inner wall: ´.

5. Ceiling: [plasterboard suspended ceiling] ´.

6. Indoor floor: [granite] ´.

7. Doors and windows:

(1) Structure dimension of outer wall: ´.

(2) Form of opening: ´.

(3) Section material of door and window: ´.

8. Kitchen:

(1) Ground: [cement plastering][tile][ ] ´;

(2) Wall face: [waterproof putty][tile][ ] ´;

(3) Ceiling: [cement plastering][plasterboard suspended ceiling][ ] ´ ;

(4) Kitchenware: ´.

9. Toilet:

(1) Ground:[cement plastering] ´;

(2) Wall face:[waterproof putty][paint][tile][ ] ´;

(3) Ceiling:[cement plastering][plasterboard suspended ceiling][ ] ´ ;

10. Balcony: [not closed] ´.

11. Elevator:

(1) Elevator brand: ´;

(2) Elevator speed: ´ m/s;

(3) Lifting capacity of elevator: ´ Kg;

(4) ´.

12. Others

´;

´.

House Delivery Standard of C2 Building of Tianfu Software Park Phase II
(sale of whole building)

S/N	Item	Contents
1	Construction works	1. Reinforced concrete structure (foundation, beam, sheet, column)
		2. Building and plastering of wall body of pipe shaft
		3. Level of indoor floor with cement mortar
		4. High-grade face tiles for outer wall, hollow LOW-E glass curtain wall and complex window
		5. Fine fitment for staircase
		6. Person bearing roof is concrete roof.
2	Installation works	1. Staircase lighting.
		2. Toilet plumbing system, rain-water system
		3. All fire protection works completed.
		4. Air-conditioning system (adopt water loop heat pump air-conditioning system. Air-conditioning system is a warm/cold system. The cold quantity in air-conditioning area is configured according to relevant design code. For office area, 180W—200W/m2; fresh air quantity in office area, 30m3/h.p. Condensed water circulating system connects to floor shaft. Indoor equipment, indoor air pipes, fresh air system and air outlets shall be installed to be in place by the lessee or purchaser).
3	Equipment works	1. Elevator: C2, 3, 4: 4 elevators; C5: 3 elevators C6, 7: 4 elevators
		2. Power load: office power consumption is configured at 120W/m2 (excluding power load of air conditioning).
4	Design standard of use load of house	1. The standard value of design load of fire vehicle passage is 20KN/m2.
		2. Standard value of design load of office:
		2.5-3KN/m2 (including partition load of 1KN/m2).
		3. The standard value of design load of public toilet is 2 KN/m2.
		4. The standard value of design load of general equipment house is 5 KN/m2—6 KN/m2.
		5. Overload use is strictly prohibited. Otherwise, all the consequences shall be borne by the user.
5	Auxiliary facilities	1. Lighting, power to floor distribution box.
		2. ELV optical fiber to floor ELV shaft.
		3. Water supply: connected to point of water use at the toilet.
		4. Water drainage: drain system adopts the separate system of storm water and sewage.
		5. Parking: total number of parking spaces in the basement of park: about 2800; total number of parking spaces on the ground: about 750.

Annex 7: Property Services

´

Results of Real Estate Surveying of Tianfu Software Park Software Outsourcing Base (Area C) — Actual Measurement
2008-12-1

2. Statistical table of areas of houses in different buildings

			Office			Overhead floor			Garage						Others							Others
Building					Number			Number					Number							Number							Number
No.	Floor area		Floor	Area	of houses	Floor	Area	of houses	Floor		Area		of houses		Name	Floor		Area		of houses		Name	Floor		Area		of houses		Remarks
2		18737.67								-1		4206.89		1	Bicycle parking		-1		441.41		1	Scientific research, office		1~5		14089.36		30
3		18737.67								-1		4206.89		1	Bicycle parking		-1		441.41		1	Scientific research, office		1~5		14089.36		30
4		18771.23								-1		4214.43		1	Bicycle parking		-1		442.20		1	Scientific research, office		1~5		14114.60		30
5		8975.54																				Scientific research, office		1~8		8975.54		30
6		17422.32																				Scientific research, office		1~8		17422.32		48
7		17422.32																				Scientific research, office		1~8		17422.32		48
		743.15																				Overhead connecting corridor		5		743.15		4
Total		100809.89										12628.21		3					1325.03		3					86856.65		220

Surveyor: Wu Bo Examiner: Wang Hao December 1, 2008

Comparison between surveyed area and “planned economic and technical index” area

Aboveground						Underground
				Area difference ratio				Area difference ratio
	Surveyed	Planned		(surveyed area – planned		Surveyed	Planned	(surveyed area – planned
	area	area		area)/planned area		area	area	area)/planned area
Scientific research, office	86856.65		86878.0		0 0.000246

EX-4.21

Exhibit 4.21

English Translation

Contract No.:                     

Purchase & Sale Contract for Commercial House

Seller: Chengdu Hi-tech Real Estate Co., Ltd.

Buyer: Chengdu Shidai Noah Education Software Co., Ltd.

Construction Department of Sichuan Province

Administration for Industry and Commerce of Sichuan Province

Explanation

1. This contract version is a model version and may also be used as the version for signing. Before the signing of this contract, the Buyer shall carefully read the contents of this contract, particularly the optional, supplemented, filled and modified contents. In the case of different understandings of the provisions and words of this contract, the user may consult with the local competent real estate administration department. This model version is jointly prepared by Construction Department of Sichuan Province and Administration for Industry and Commerce of Sichuan Province.

2. Commercial housing mentioned herein means the houses developed, constructed and sold by the real estate development enterprise.

3. Before this contract is concluded, the Seller shall present to the Buyer the presale license of commercial housing and other related certificates and documentary evidences.

4. Both parties hereto shall enter into this contract by following the principles of free will, fairness and credibility. Neither party shall bend the other party to its will. Both parties may make amendments, additions or deletions to the terms of this contract version. After this contract becomes effective, both parties are deemed consenting to the unmodified printed words in this contract.

5. In order to embody the principle of free will, blank lines are left behind the relevant terms of this contract version for both parties to add separate provisions or supplementary provisions. The Seller and the Buyer may enter into a fair and reasonable supplementary agreement with respect to the contents not covered or not specified in detail in this contract on the basis of the specific situation of the sold project, or may add supplementary provisions in the blank lines behind relevant terms.

6. In this contract version, the optional contents in [     ], filled contents in blanks and other contents needing to be deleted or added shall be agreed upon by both parties by mutual consultation. The optional contents in [     ] shall be selected with “Ö”; if the situation does not occur or is not specified by both parties, blanks shall be marked with “´” so as to indicate deletion.

7. If any dispute arises in connection with the performance of this contract, either party may bring a lawsuit with the people’s court in the place where real estate is located or submit an arbitration application to an arbitration commission for arbitration. In the case of arbitration, such dispute may be referred to the arbitration commission in the place where the real estate is located or an arbitration commission in other place.

8. Both parties may determine the number of originals of this contract depending on the actual situation and at the conclusion of this contract, make careful checks to ensure that all the originals are consistent. Under any circumstance, the Buyer shall retain at least one original.

Purchase & Sale Contract for Commercial House

Seller: Chengdu Hi-tech Real Estate Co., Ltd.

Registered address: 4F, Auxiliary Building, Beite Industry Park, No. 11 Gaopeng Avenue, Gaoxin District, Chengdu

Postal code: 610041

Registration no. of business license: 5101091001210

No. of enterprise qualification certificate: 510109AWG3421641

Legal representative: Xu Liang Tel.: 85332609

Entrusted agent: xxx Tel.: xxx

Entrusted sales agency: x

Registered address: x

Postal code: x

Registration no. of business license: x

Buyer: Chengdu Shidai Noah Education Software Co., Ltd.

Location of Buyer’s registered residence (passport or employer):                      Nationality:                     

[Legal representative Ö] [Responsible person]: Dong Xu

[ID card Ö] [Passport] [Registration no. of business license] [     ]: 110108196611048978

Date of birth: November 4, 1966 Gender: Male

Mailing address:                     

Postal code:                      Tel.: 0755-82049484

[Legal agent] [Entrusted agent]:                      Nationality:                     

[ID card] [Passport] [     ]:                     

Date of birth:                      Gender:                     

Mailing address:                     

Postal code:                      Tel.:                     

Co-buyer:                     

Share:                     

[Legal representative] [Responsible person]:                      Nationality:                     

[ID card] [Passport] [Registration no. of business license] [ID card] [Passport] [     ]:                     

[Legal agent] [Entrusted agent]:                      Nationality:                     

[ID card] [Passport] [     ]:                     

In accordance with the “Contract Law of the People’s Republic of China”, “Law of the People’s Republic of China on Administration of Urban Real Estate” and other related laws and regulations, the Seller and the Buyer, on the basis of equality, free will and fairness and through negotiations, hereby agree below with respect to the purchase and sale of commercial house.

Article 1 Basis for Project Construction

The Seller has obtained the state-owned land use right of the land plot located at 3# Group, Construction Village, Guixi Sub-district Office, South Park, Gaoxin District. The number of state-owned land use certificate for this land plot is GuoYong (2008) No. 2837 and the area of land use right is 167692.00m².

The temporary name of the commercial houses constructed by the Seller on the said land plot with approval is Tianfu Software Park Software Outsourcing Base (Area C). Number of construction project planning license is GaoXinGuiBianHao (2007) No. 111; the number of building project construction license is CGGJ (2007)-NJ055. The commencement date specified in the construction project contract is June 2, 2007 and the completion date specified in the construction project contract is March 28, 2008.

Article 2 Basis for Sale of Commercial House

[Completed house] The number of the house ownership certificate of the building the commercial house bought by the Buyer (hereinafter referred to as the “Commercial House”) belongs to is ´.

[Pre-sold commercial house] The approving authority of the pre-sold commercial house is Chengdu Real Estate Administration and the number of presale license of commercial house is ChengFangYuShouZhongXinChengQuZi No. 5649.

The real estate surveying and mapping institution entrusted by the Seller to survey the area of the Commercial House is Chengdu Chenyuan Surveying & Mapping Co., Ltd.

Article 3 Basic Information on Commercial House Purchased by the Buyer

The house construction form of the Commercial House is: [ordinary commercial house].

The principal building structure of the building the Commercial House belongs to is frame and the building has 6 stories, including 5 stories above the ground and 1 story below the ground.

The Commercial House purchased by the Buyer is in the project as specified in Article 1 of this Contract (note: the amounts below are denominated in RMB ):

The Commercial House is Room No. ´, 3, 4, and 5F, ´ [Unit], C2 [Building] of the project specified in Article 1. The purpose of the Commercial House is [office]; type of house: [ordinary] [villa] [others]: ´; total surveyed floor area is 8718.00m², in which internal floor area is ´m² and allocated floor area of common parts and common house is ´ m²; [story height] is: 4.2m. For [clear height of sloped roof], the smallest figure is ´m; the biggest figure is ´m. The purpose of use of the land of the Commercial House purchased by the Buyer is scientific research and design; land use term is from April 29, 2008 to April 28, 2058 .. The facing direction of the Commercial House is given in Annex 1 and it has ´ balconies (including ´closed balconies and ´ non-closed balconies). Level of decoration is [clean water] and decoration standard is RMB ´/m².

If the Commercial House is a residential house, the Seller and the Buyer agree to calculate the price of the Commercial House by the means as listed in Paragraph 1 below. If the Commercial House is an economically affordable house, the Seller and the Buyer agree to calculate the price of the Commercial House by the means as listed in Paragraphs 1 and 2 below respectively.

If the Commercial House is a non-residential house, the Seller and the Buyer agree to calculate the price of the Commercial House by the means as listed in Paragraph 2 below.

1. The price is based on internal floor area. The unit price of the Commercial House is ´ (currency) ´/m². The total price is ´ (currency) ´ (in words).

2. The price is based on floor area. The unit price of the Commercial House is RMB 6000/m². The total price is RMB 52,308,000.00 (in words: RMB fifty-two million three hundred and eight thousand).

3. The price is based on apartment (unit). The total price of the Commercial House is ´ (currency)´ (in words).

4. The price is based on ´. The total price of the Commercial House is ´ (currency) ´ (in words).

The total price of the purchased Commercial House is RMB fifty-two million three hundred and eight thousand. Refer to Annex 4.

Room numbers are subject to those approved by the public security administration authority. The layout plan of the Commercial House and diagram of its location in the whole building are given in Annex 1.

“Floor area” mentioned herein refers to the horizontal projection area of the periphery of the floors above the quadras of external walls (columns) of the house, which is a permanent building with a top cover, a firm structure and a story height of above 2.20m, including balcony, overhanging corridor, basement, outdoor stairs, etc.

“Internal floor area” mentioned herein refers to the aggregate of the useable area, wall body’s area and balcony’s floor area inside the apartment (unit).

In this Article, “story height” means the vertical distance between two neighboring floors or between floor and ground, and “clear height” means the vertical distance from floor or ground to bottom of upper floor slab or ceiling.

Article 4 Mortgage

The mortgage about the Commercial House is: 1.

1. The allocated land use right and works in progress for the Commercial House are not mortgaged;

2. The allocated land use right for the Commercial House has been mortgaged. Mortgagee is ´, mortgage registration department is ´ and date of mortgage registration is ´.

3. The works in progress for the Commercial House have been mortgaged. Mortgagee is ´, mortgage registration department is ´ and date of mortgage registration is ´.

´.

The certificate of mortgagee’s consent to the presale of the Commercial House and the provisions about mortgage are given in Annex 3.

Article 5 Method and Term of Payment

The Buyer makes payment by the means as listed in Paragraph 4 below.

1. Payment by a lump sum

2. Payment in installments

3. Payment by loan. The Buyer may pay ´% of the total house price as the initial installment and the remaining portion may be paid with the loan from ´ bank or housing provident fund management authority.

4. Payment by other means. Upon signing of the agreement, the Seller shall deliver the house to the Buyer. The Buyer shall pay 90% of the total house price to the Seller’s account before March 16, 2009 and pay 10% of the total house price after the procedures concerning initial property right certificate are completed and before the procedures concerning household-specific property right are completed.

Article 6 The Seller guarantees that the Commercial House is free of any property right dispute. If property right registration cannot be handled or a claim or debt dispute arises for the Seller’s reason, the Seller shall bear the corresponding responsibility.

´.

Article 7 Planning Change

The Seller shall construct the commercial houses in accordance with the conditions as specified in the construction project planning license issued by the planning administration authority and shall not make changes without permission.

If the Seller indeed needs to change the conditions as specified in the construction project planning license, such change shall be subject to the written consent of the affected Buyer and the approval of the planning administration authority. If planning change causes losses to the interests of the Buyer, the Seller shall be liable for corresponding compensation.

Article 8 Design Change

(I) If the planning changes approved by the planning administration authority and the following design changes of the construction drawings and design documents of building project as consented to by design entity affect the quality or use functions of the Commercial House purchased by the Buyer, the Seller shall give a written notice to the Buyer within 10 days after the design examination entity approves such changes:

1. The structure form, type, space dimensions, facing direction and use of the Commercial House;

2. ´;

3. ´;

4. ´.

If the Seller fails to notify the Buyer within the specified term, the Buyer is entitled to surrender the house.

(II) The Buyer shall reply in writing whether or not to surrender the house within 15 days of receiving the notice. Otherwise, the Buyer is deemed as accepting changes.

(III) If the Buyer surrenders the house, the Seller shall refund the house price already paid by the Buyer within ´ days from receiving the notice of surrender, along with the interest accrued thereupon at ´ interest rate. If the Buyer does not surrender the house, the Buyer shall enter into a separate supplementary agreement with the Seller.

´

´.

Article 9 Liability for Delayed Payment

Where the Buyer fails to make payment at the agreed time, Paragraph 1 below shall apply.

1. Liability is subject to the period of delay (the liabilities in Sub-paragraphs (1) and (2) are not cumulative).

(1) If the delay is within 30 days, the Buyer shall pay to the Seller a penalty at a daily rate of 0.02% of the overdue payment from the next day following expiry of agreed payment term to the day of actual payment and such penalty shall be paid to the Seller within 7 days after the day of actual payment. Then, this Contract continues to be performed;

(2) If the delay continues for more than 30 days (this day shall be the same as the day in Sub-paragraph (1) above), the Seller is entitled to terminate this Contract. In case of such termination by the Seller, the Buyer shall pay to the Seller a penalty at 5% of the cumulative overdue payment within 7 days after receipt of notice of termination and the Seller shall refund all the payments already made by the Buyer. If the Buyer wishes to continue to perform this Contract, this Contract may continue to be performed with the consent of the Seller. The Buyer shall pay to the Seller a penalty at a daily rate of 0.03% (this rate shall not be less than the rate in Sub-paragraph (1) above) of the overdue payment from the next day following expiry of agreed payment term to the day of actual payment and such penalty shall be paid to the Seller within 7 days after the day of actual payment.

“Overdue payment” refers to the difference between the due payment as set forth in Article 5 and the actual payment, or in case of payment by installments, the difference between the specific installment and the actual payment.

2. ´.

Article 10 Delivery Conditions

(I) After the first installment of the house price is paid up pursuant to the provisions of this Contract, the Seller shall deliver the Commercial House to the Buyer before March 16, 2009. The property management fee shall be computed from April 1, 2009.

(II) At delivery, the Commercial House shall comply with the conditions as listed in Paragraphs 1, 2, ´, ´, ´, ´ and ´ below. If the Commercial House is residential, the Seller shall also provide the “House Quality Warranty” and “House Use Instructions”.

1. The Commercial House has obtained the planning acceptance conformity certificate.

2. A qualified real estate mapping institution has issued the report on the actually measured area of the Commercial House.

3. The Seller has obtained the housing ownership certificate of the building the Commercial House belongs to.

4. Comply with the conditions to be fulfilled for municipal infrastructures as undertaken by the Seller in Article 11

5. If the Commercial House is residential, the Seller shall provide the “Household Acceptance Form of House Engineering Quality”.

6. ´.

7. ´.

Article 11 Undertakings about Municipal Infrastructures and Other Facilities

The Seller undertakes that the municipal infrastructures and other facilities directly related to the normal use of the Commercial House will fulfill the following conditions on the agreed date:

1. Municipal infrastructures

(1) Water supply and discharge: on August 8, 2008, reach the house delivery standard;

(2) Electricity: on August 8, 2008, reach the house delivery standard;

(3) Heating: on ´, reach ´;

(4) Gas: on ´, reach ´;

(5) A total bandwidth of not less than 100M can be connected to the building. For the opening of bandwidth, Party B has to apply to telecom operator.

If the conditions are not fulfilled within the agreed term, both parties agree below:

(1) ´;

(2) ´.

2. Other facilities

(1) Public green land: on December 31, 2008, reach the house delivery standard ;

(2) Public road: on December 31, 2008, reach the house delivery standard;

(3) Public parking lot: on December 31, 2008, reach the house delivery standard ;

(4) Kindergarten: on ´, reach ´;

(5) School: on ´, reach ´;

(6) Club: on ´, reach ´

(7) Shopping center: on ´, reach ´;

(8) Sports facilities: on ´, reach ´;

(9) ´;

(10) ´.

If the conditions are not fulfilled within the agreed term, both parties agree below:

(1) ´;

(2) ´.

Article 12 Liability for Delayed Delivery

Where the Seller fails to deliver the Commercial House to the Buyer according to the term and conditions as specified in Article 10 (unless force majeure occurs), Paragraph 1 below shall apply.

1. Liability is subject to the period of delay (the liabilities in Sub-paragraphs (1) and (2) are not cumulative).

(1) If the delay is within 30 days (this term shall not be less than the term in Paragraph (1) of Article 10), the Seller shall pay to the Buyer a penalty at a daily rate of 0.02% (this rate shall not be less than the rate in Paragraph (1) of Article 9) of the already paid house price from the next day following expiry of the delivery term as specified in Article 10 to the day of actual delivery and such penalty shall be paid to the Buyer within 7 days after the Commercial House is delivered. Then, this Contract continues to be performed;

(2) If the delay continues for more than 30 days (this day shall be the same as the day in Sub-paragraph (1) above), the Buyer is entitled to surrender the house. In case the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer within 7 days after receipt of the notice of surrender and pay to the Buyer a penalty at 5% of all the payments already made by the Buyer. If the Buyer wishes to continue to perform this Contract, this Contract may continue to be performed. The Seller shall pay to the Buyer a penalty at a daily rate of 0.03% (this rate shall not be less than the rate in Sub-paragraph (1) above) of all the payments already made by the Buyer from the next day following expiry of the delivery term as specified in Article 10 to the day of actual delivery and such penalty shall be paid to the Buyer within 7 days after the Commercial House is delivered.

2. ´.

Article 13 Handling of Area Difference

When the Commercial House is delivered, the Seller shall present to the Buyer the report on the actually measured area of the Commercial House issued by the qualified real estate mapping institution entrusted by it and provide to the Buyer the actual measurement area data of the Commercial House (hereinafter referred to as “Actually Measured Area”). In case of any error between the Actually Measured Area and the surveyed area in Article 3, both parties agree that Paragraph 3 below applies:

1. According to the provision “price is based on internal floor area” in Article 3, both parties agree below:

(1) If the absolute value of the error ratio of internal floor area is within 3% (including 3%), house price is settled according to actual area;

(2) If the absolute value of the error ratio of internal floor area exceeds 3%, the Buyer is entitled to surrender the house.

If the Buyer surrenders the house, the Seller shall refund the house price already paid by the Buyer within 30 days of receiving the notice of surrender, along with the interest accrued thereupon at ´ interest rate.

If the Buyer does not surrender the house and actually measured internal floor area is bigger than preliminarily measured internal floor area: the house price for the portion within 3% (including 3%) shall be paid by the Buyer; the house price for the portion in excess of 3% shall be borne by the Seller and property right shall be owned by the Buyer. If actually measured internal floor area is smaller than preliminarily measured internal floor area, the house price for the portion within 3% (including 3%) shall be refunded by the Seller to the Buyer; the house price for the portion in excess of 3% shall be refunded by the Seller to the Buyer on a double basis.

Error ratio of internal floor area= Actually measured internal floor area –
preliminarily measured internal floor area
  Preliminarily measured internal floor area
X 100%

2. According to the provision “price is based on floor area” in Article 3, both parties agree below:

(1) If the absolute values of the error ratios of floor area and internal floor area are within 3% (including 3%), house price is settled according to actually measured floor area;

(2) If the absolute value of the error ratio of floor area or internal floor area exceeds 3%, the Buyer is entitled to surrender the house.

If the Buyer surrenders the house, the Seller shall refund the house price already paid by the Buyer within 30 days of receiving the notice of surrender, along with the interest accrued thereupon at ´ interest rate.

If the Buyer does not surrender the house and actually measured floor area is bigger than preliminarily measured floor area: the house price for the portion within 3% (including 3%) shall be paid by the Buyer; the house price for the portion in excess of 3% shall be borne by the Seller and property right shall be owned by the Buyer. If actually measured floor area is smaller than the floor area specified in the contract, the house price for the portion within 3% (including 3%) shall be refunded by the Seller to the Buyer; the house price for the portion in excess of 3% shall be refunded by the Seller to the Buyer on a double basis.

Error ratio of floor area= Actually measured floor area –
preliminarily measured floor area
  Preliminarily measured floor area
X 100%

3. Other provisions agreed upon by both parties.

If the Buyer does not surrender the house, house price is settled according to actually measured area. Overpaid sum is refunded and underpaid sum has to be paid.

Article 14 Handover Procedures

(I) After the Commercial House fulfils the delivery conditions as set out in Article 10, the Seller shall, 7 days prior to delivery day, notify the Buyer in writing of the time and place of handover procedures as well as the certificates needing to be taken. When both parties handle acceptance inspection and handover, the Seller shall present the certificates as stipulated in Article 10 and fulfill the other conditions as stipulated in Article 10. Where the Seller does not present certificates or presented certificates are incomplete, or the Seller does not fulfill the other conditions set forth in Article 10, the Buyer has the right to refuse to take over the house. The liability for delayed delivery arising therefrom shall be borne by the Seller and the provisions of Article 12 shall apply.

(II) After acceptance inspection and handover, both parties shall sign the handover form of commercial house. If handover procedures are not handled on time for causes attributable to the Buyer, both parties agree as follows:

If the Buyer does not take over the house within 15 days after the Seller gives a written notice to the Buyer, it shall be deemed that the Seller has delivered the house to the Buyer on the 16^th day after the giving of the written notice and the Buyer shall undertake the responsibility; any quality problem found by the Buyer during takeover of the house shall be solved by the Seller within the time reasonably requested by the Buyer.

(III) Both parties agree to pay taxes and fees by the means as listed in Paragraph 3 below.

1. The Seller shall not take the payment of taxes and fees by the Buyer as the condition for the handover of the Commercial House.

´.

2. The Buyer agrees to entrust the Seller to pay the taxes and fees in Paragraphs ´, ´, ´, ´, ´ and ´ below on its behalf and further agrees to deliver the aforementioned taxes and fees to the Seller while it takes over the Commercial House.

(1) Special maintenance fund;

(2) Contract tax;

(3) Property service fee as specified in Article 22;

(4) Heating fee;

(5) ´;

(6) ´.

3. The Buyer will itself pay the taxes and fees in Paragraphs 1, 2, 3, ´, ´ and ´ below to relevant units and present to the Seller the payment vouchers while it takes over the Commercial House.

(1) Special maintenance fund;

(2) Deed duty;

(3) Property service fee as specified in Article 22;

(4) Heating fee;

(5) ´;

(6) ´.

Article 15 Quality, Decoration and Equipment Standards of the Commercial House

(I) The Seller covenants that the Commercial House uses qualified building materials, components and accessories and the quality of the Commercial House conforms to the requirements of the engineering quality specifications, standards, construction drawings and design documents issued by the state and Sichuan Province.

(II) The Seller and the Buyer agree below:

1. Where the foundation and principal structure of the Commercial House do not pass quality inspections, the Buyer is entitled to surrender the house. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer, along with the interest accrued thereupon at the bank demand deposit interest rate for the same period, within 30 days of receiving the notice of surrender. If losses are thus caused to the Buyer, the Seller shall be held liable for compensation. The inspection expenses thus incurred shall be borne by the Seller.

If the Buyer wishes to continue to perform this Contract, it shall enter into a separate supplementary agreement with the Seller.

´.

2. Where the indoor air quality of the Commercial House does not comply with the national standard after inspection, the Buyer is entitled to surrender the house within 60 days (not less than 60 days) after the delivery date of the Commercial House. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer, along with the interest accrued thereupon at the bank demand deposit interest rate for the same period, within 30 days of receiving the notice of surrender. If losses are thus caused to the Buyer, the Seller shall be held liable for compensation. The inspection expenses thus incurred shall be borne by the Seller.

If the Buyer does not surrender the house or the Commercial House is already used for more than 60 days after delivery, the Buyer shall enter into a separate supplementary agreement with the Seller.

´.

3. At delivery, the Commercial House has passed the acceptance inspections by construction, surveying, design, project undertaking and project supervision entities. The Seller shall inspect the house together with the Buyer. If it is found after inspection that the Commercial House has other problems, both parties agree that Paragraph 1 below applies:

(1) The Seller shall deliver the repaired Commercial House within 90 days. The liability for delayed delivery arising therefrom shall be borne by the Seller and the provisions of Article 12 shall apply.

´.

(2) The Seller shall, at its own expense, make repairs in accordance with the engineering quality specifications and standards of the state and Sichuan Province within ´ days after the delivery date of the Commercial House. In case losses are thus incurred to the Buyer, the Seller shall be held liable for compensation.

(3) ´.

4. The decorations and equipment of the Commercial House delivered by the Seller shall comply with the standards as agreed upon by both parties. Otherwise, the Buyer is entitled to request the Seller to comply with Paragraph ´ below.

(1) The Seller compensates twice the price difference of decorations and equipment.

(2) ´.

(3) ´.

The provisions about decoration and equipment standards are given in Annex 6.

(III) If any dispute arises between the Seller and the Buyer with respect to engineering quality, either party may entrust a qualified construction engineering quality inspection institution to make inspection. Each party shall provide assistance for the other party with respect to such inspection.

´.

Article 16 House Warranty Responsibility

(I) If the Commercial House is residential, the Seller shall undertake the corresponding warranty responsibility in accordance with the House Quality Warranty as from the delivery date of the Commercial House.

If the Commercial House is not residential, both parties shall enter into a supplementary agreement specifying warranty scope, term and responsibility.

(II) Where the Commercial House has any quality problem within the warranty scope and term: if there is any provision about surrender, such provision shall apply; if there is no provision about surrender, the Seller shall perform warranty obligation and the Buyer shall render assistance. But the Seller shall not be liable for the damages for causes not attributable to the Seller.

Article 17 Residential Energy-saving Measures

[1] If the Commercial House is residential, it shall comply with the state regulations on energy saving of buildings and the “Energy Saving Design Standard of Residential Buildings in the Hot and Cold Areas in Summer and Winter in Sichuan Province” (DB51/T5027-2002) promulgated by Technology Supervision Administration of Sichuan Province. Otherwise, the Seller shall implement energy saving measures in line with the requirements of the “Energy Saving Design Standard of Residential Buildings in the Hot and Cold Areas in Summer and Winter in Sichuan Province” and bear all the expenses relating thereto. In case losses are thus incurred to the Buyer, the Seller shall be held liable for compensation.

´.

[2] If the Commercial House is a part of public building (office building, commercial building, tourism building etc), it shall comply with the state regulations on energy saving of buildings and the “Energy Saving Design Standard of Public Buildings” (GB50189-2005) promulgated by the Ministry of Construction. Otherwise, the Seller shall implement energy saving measures in line with the requirements of the “Energy Saving Design Standard of Public Building” and bear all the expenses relating thereto. In case losses are thus incurred to the Buyer, the Seller shall be held liable for compensation.

´.

Article 18 Covenants of Use

When the Buyer uses the Commercial House, it shall not change the principal building structure, bearing structure and purpose of use of the Commercial House without permission. Except as otherwise specified in this Contract and its supplementary agreement and annexes, in the course of use of the Commercial House, the Buyer is entitled to share the common parts and facilities related to the Commercial House with other right owner and shall bear the obligations on the basis of the allocated area of common parts and house.

The Seller shall not change the nature of use of the common parts and facilities relating to the Commercial House without permission.

´.

Article 19 Property Right Registration

(I) Initial registration

The Seller shall obtain the ownership certificate of the building the Commercial House belongs to no later than February 28, 2010. If the Seller fails to obtain such ownership certificate within the term as agreed in this Article due to its fault, both parties agree that Paragraph 2 below applies:

1. The Buyer is entitled to surrender the house. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer within ´ days from receiving the notice of surrender and pay to the Buyer liquidated damages of ´% of all the payments already made by the Buyer. If the Buyer does not surrender the house, this Contract continues to be performed and the Seller shall pay to the Buyer liquidated damages of ´% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the term when the Seller shall obtain the ownership certificate of the building of the Commercial House to the day when the ownership certificate is obtained, and such liquidated damages shall be paid to the Buyer within ´ days after the Seller obtains the ownership certificate.

2. The Seller shall undertake the following defaulting liability:

(1) If the delay is within thirty days, the Seller shall pay to the Buyer liquidated damages of 0.02% of all the payments already made by the Buyer per day delayed, and such liquidated damages shall be paid to the Buyer within 7 days after the initial property right registration is completed. This Contract continues to be performed.

(2) If the delay exceeds thirty days ((this day shall be the same as the day in Sub-paragraph (1) above), the Buyer is entitled to terminate this Contract. Upon such termination, the Seller shall pay to the Buyer liquidated damages of 5% of all the payments already made by the Buyer within 7 days from receiving the notice of termination and refund all the payments already made by the Buyer. If the Buyer intends to continue to perform this Contract, this Contract shall continue to be performed and the Seller shall pay to the Buyer liquidated damages of 0.03% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the agreed property right registration term to the day of actual completion of property right registration and such liquidated damages shall be paid to the Buyer within 7 days after the day of actual completion of property right registration.

(II) Transfer registration

1. After the Commercial House is delivered for use, both parties agree that Paragraph 1 below applies:

(1) The Seller handles the ownership transfer registration of the house with the ownership registration authority. The Buyer shall provide to the Seller the relevant documents according to the Seller’s registration requirements and notice.

(2) The Buyer agrees to entrust the Seller to handle the ownership transfer registration of the house with the ownership registration authority and the entrustment fee is RMB zero (in words).

2. Where, due to the Seller’s fault, the Buyer does not obtain the housing ownership certificate before June 30, 2010 (the Buyer shall pay the expenses relating to the handling of property right at one time), both parties agree that Paragraph 2 below applies:

(1) The Buyer is entitled to surrender the house. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer, along with the interest accrued thereupon at the ´ interest rate, within ´ days of receiving the notice of surrender. If the Buyer does not surrender the house, the Seller shall pay to the Buyer liquidated damages of ´% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the term when the Buyer shall obtain the housing ownership certificate to the day when the Buyer obtains the housing ownership certificate, and such liquidated damages shall be paid to the Buyer within ´ days after the Buyer obtains the housing ownership certificate.

(2) The Seller shall undertake the following defaulting liability:

1) If the delay is within thirty days, the Seller shall pay to the Buyer liquidated damages of 0.03% of all the payments already made by the Buyer per day delayed, and such liquidated damages shall be paid to the Buyer within 7 days after the initial property right registration is completed. This Contract continues to be performed.

2) If the delay exceeds thirty days ((this day shall be the same as the day in Sub-paragraph (1) above), the Buyer is entitled to terminate this Contract. Upon such termination, the Seller shall pay to the Buyer liquidated damages of 8% of all the payments already made by the Buyer within 7 days from receiving the notice of termination and refund all the payments already made by the Buyer. If the Buyer intends to continue to perform this Contract, this Contract shall continue to be performed and the Seller shall pay to the Buyer liquidated damages of 0.04% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the agreed property right registration term to the day of actual completion of property right registration and such liquidated damages shall be paid to the Buyer within 7 days after the day of actual completion of property right registration.

Article 20 Common Interests

1. The use right of the roof of the building in which the Commercial House is located shall be shared by all property right owners.

2. The use right of the outer walls of the building in which the Commercial House is located shall be shared by all property right owners.

3. The use right of the walls of elevator hall and the inside walls of elevator cab of the building in which the Commercial House is located shall be shared by all property right owners.

4. The eaves, steps, entrance hall and other public places of the building in which the Commercial House is located shall be shared by all property right owners.

The above parts may be reasonably used by common property right owners through negotiations, subject to relevant park management regulations.

Article 21 Auxiliary Buildings and Structures

Both parties agree that the auxiliary buildings and structures attached to the Commercial House shall be subject to Paragraph x below.

1. When the Seller sells the Commercial House, the ´, ´, ´ and ´ attached to the Commercial House will be transferred together with the Commercial House.

2. When the Seller sells the Commercial House, the ´, ´, ´ and ´ attached to the Commercial House will not be transferred together with the Commercial House.

Article 22 Prophase Property Service

(I) The property management enterprise engaged by the Seller in accordance with law is Shenzhen Science & Technology Industry Park Property Management Co., Ltd. The number of its qualification certificate is JianWuQi (2003) 046.

(II) During the prophase property management, property service rate is RMB4 yuan/month/square meter (construction area). The fee is composed of cleaning fee, public order maintenance fee, daily maintenance fee of common parts, facilities and equipment, greening maintenance fee, comprehensive management fee, ´, ´, ´, ´, ´, and ´ within property area.

Aboveground parking management fee is subject to relevant state standard and underground parking management fee is subject to relevant state standard.

(III) Property management enterprise will collect property service fee by the means in Paragraph 3 below.

1. Make collection on an annual basis. The Buyer shall pay the fee before ´ of each year.

2. Make collection on a semiannual basis. The Buyer shall pay the fee before ´ and ´ of each year respectively.

3. Make collection on a quarterly basis. The Buyer shall pay the Q1 property service fee before January 10 of each year; pay the Q2 property service fee before April 10 of each year; pay the Q3 property service fee before July 10 of each year; pay the Q4 property service fee before October 10 of each year.

(IV) The property service contents and owners’ temporary pact are given in Annex 7. The Buyer has carefully read all the property service contents and owners’ temporary pact in Annex 7 and agrees to accept the prophase property service provided by the property management enterprise engaged by the Seller in accordance with law and also to comply with owners’ temporary pact. If property service contents and owners’ temporary pact are inconsistent with this Contract, this Contract shall prevail.

Article 23 Special Maintenance Fund

If the Buyer entrusts the Seller to pay special maintenance fund on its behalf, the Seller shall provide the payment voucher for special maintenance fund to the Buyer within 30 days after the date of entrustment.

If the Buyer itself pays special maintenance fund, it shall provide the payment voucher for special maintenance fund to property management enterprise [at the delivery] of the Commercial House.

Article 24 Force Majeure

Should either party be prevented from performing this Contract owing to force majeure, such party shall be exempt from the responsibility, in whole or in part, depending on the effect of force majeure, but the prevented party shall without undue delay notify the other party and within 30 days after the end of force majeure, provide the proof hereof to the other party.

Article 25 Dispute Resolution

Any dispute arising out of the performance of this Contract shall be resolved by both parties through negotiations. In the event that no resolution can be reached, such dispute shall be resolved through the means in Paragraph 2 below:

1. by submitting it to ´ arbitration commission for arbitration.

2. by instituting a lawsuit with the people’s court in accordance with law.

Article 26 This Contract shall become effective as of the date when it is signed (sealed) by both parties. Both parties may enter into a written supplementary agreement for changes or supplements with respect to the contents that are not specified, unclear or not applicable herein according to the specific situation. But if such supplementary agreement contains the contents that unreasonably alleviate or exempt the responsibility of the Seller under this Contract or unreasonably increase the responsibility of the Buyer or exclude the main rights of the Buyer, this Contract shall prevail. The termination of this Contract shall be in writing. The annexes and supplementary agreement hereto shall have the same legal effect as this Contract.

Article 27 This Contract and its annexes hereto have 22 pages and are executed in seven copies, being equally authentic, three copies for the Seller, three copies for the Buyer, one copy for the property right office and ´ copy for the bank.

Article 28 The filing of this Contract adopts the form of online signing and online filing. The Buyer and the Seller shall maintain the consistency of the online filing version of this Contract and the written version of this Contract.

Seller (signature & seal): /s/ Chengdu Hi-tech Real Estate Co., Ltd.	Buyer (signature & seal): /s/Chengdu Shidai Noah Education Software Co., Ltd.
Legal representative:	Legal representative: /s/ Dong Xu
Entrusted agent (signature & seal):	Responsible person:
Entrusted sales agency (signature & seal):	Entrusted agent (signature & seal):
Signing date: February 20, 2009	Signing date: February 20, 2009
Signing place:	Signing place:

Annex 1: Layout Plan of House and Diagram of its Location in the whole Building (shall mark the location)

Please refer to Annex 1 for the details

Annex 2: Description of the Composition of the Allocated Floor Areas of Common Parts and Houses

1. Name, purpose, location and area of allocated common parts

2. Name, purpose, location, area and allocation coefficient of the commercial house involved in the allocation of common floor area

3. Non-allocated common parts.

Annex 3: Certificate of Mortgagee’s Consent to the Sale of Commercial House and Relevant Provisions of Mortgagee and Mortgagor

´

Annex 4: Other Provisions about Pricing and House Price

´

Annex 5: Provisions about Method and Term of Payment

´

Annex 6: Provisions about Decoration and Equipment Standards (refer to House Delivery Standard)

1. Heating system:

(1) Central heating: [heat radiator][floor heating] [           ] ´;

(2) Household-specific heating: [gas stove][electrical heating][           ] ´;

(3) Brand of heating equipment: ´.

2. Insulating materials:

(1) Outer wall insulation: [extruded polyphenyl board][foam polyphenyl board][foam polyurethane board][           ] ´.

(2) Inner wall insulation: [plaster polyphenyl board][           ] ´.

3. Outer wall: [glass curtain wall] ´.

4. Inner wall: ´.

5. Ceiling: [plasterboard suspended ceiling] ´.

6. Indoor floor: [granite] ´.

7. Doors and windows:

(1) Structure dimension of outer wall: ´.

(2) Form of opening: ´.

(3) Section material of door and window: ´.

8. Kitchen:

(1) Ground: [cement plastering][tile][            ] ´;

(2) Wall face: [waterproof putty][tile][            ] ´;

(3) Ceiling: [cement plastering][plasterboard suspended ceiling][            ] ´;

(4) Kitchenware: ´.

9. Toilet:

(1) Ground:[cement plastering] ´;

(2) Wall face:[waterproof putty][paint][tile][            ] ´;

(3) Ceiling:[cement plastering][plasterboard suspended ceiling][            ] ´;

10. Balcony: [not closed] ´.

11. Elevator:

(1) Elevator brand: ´;

(2) Elevator speed: ´m/s;

(3) Lifting capacity of elevator: ´Kg;

(4) ´.

12. Others

´;

´.

House Delivery Standard of C2 Building of Tianfu Software Park Phase II
(sale of whole building)

S/N	Item	Contents
1	Construction works	1. Reinforced concrete structure (foundation, beam, sheet, column)
		2. Building and plastering of wall body of pipe shaft
		3. Level of indoor floor with cement mortar
		4. High-grade face tiles for outer wall, hollow LOW-E glass curtain wall and complex window
		5. Fine fitment for staircase
		6. Person bearing roof is concrete roof.
2	Installation works	1. Staircase lighting.
		2. Toilet plumbing system, rain-water system
		3. All fire protection works completed.
		4. Air-conditioning system (adopt water loop heat pump air-conditioning system. Air-conditioning system is a warm/cold system. The cold quantity in air-conditioning area is configured according to relevant design code. For office area, 180W—200W/m2; fresh air quantity in office area, 30m3/h.p. Condensed water circulating system connects to floor shaft. Indoor equipment, indoor air pipes, fresh air system and air outlets shall be installed to be in place by the lessee or purchaser).
3	Equipment works	1. Elevator: C2, 3, 4: 4 elevators; C5: 3 elevators C6, 7: 4 elevators
		2. Power load: office power consumption is configured at 120W/m2 (excluding power load of air conditioning).
4	Design standard of use load of house	1. The standard value of design load of fire vehicle passage is 20KN/m2. 2. Standard value of design load of office: 2.5-3KN/m2 (including partition load of 1KN/m2).
		3. The standard value of design load of public toilet is 2 KN/m2.
		4. The standard value of design load of general equipment house is 5 KN/m2—6 KN/m2.
		5. Overload use is strictly prohibited. Otherwise, all the consequences shall be borne by the user.
5	Auxiliary facilities	1. Lighting, power to floor distribution box.
		2. ELV optical fiber to floor ELV shaft.
		3. Water supply: connected to point of water use at the toilet.
		4. Water drainage: drain system adopts the separate system of storm water and sewage.
		5. Parking: total number of parking spaces in the basement of park: about 2800; total number of parking spaces on the ground: about 750.

Annex 7: Property Services

´

Results of Real Estate Surveying of Tianfu Software Park Software Outsourcing Base (Area C) – Actual Measurement
2008-12-1

2. Statistical table of areas of houses in different buildings

			Office			Overhead floor			Garage						Others							Others
Building					Number			Number					Number							Number							Number
No.	Floor area		Floor	Area	of houses	Floor	Area	of houses	Floor		Area		of houses		Name	Floor		Area		of houses		Name	Floor		Area		of houses		Remarks
2		18737.67								-1		4206.89		1	Bicycle parking		-1		441.41		1	Scientific research, office		1~5		14089.36		30
3		18737.67								-1		4206.89		1	Bicycle parking		-1		441.41		1	Scientific research, office		1~5		14089.36		30
4		18771.23								-1		4214.43		1	Bicycle parking		-1		442.20		1	Scientific research, office		1~5		14114.60		30
5		8975.54																				Scientific research, office		1~8		8975.54		30
6		17422.32																				Scientific research, office		1~8		17422.32		48
7		17422.32																				Scientific research, office		1~8		17422.32		48
		743.15																				Overhead connecting corridor		5		743.15		4
Total		100809.89										12628.21		3					1325.03		3					86856.65		220

Surveyor: Wu Bo                           Examiner: Wang Hao                         December 1, 2008

Comparison between surveyed area and “planned economic and technical index” area

Aboveground							Underground
					Area difference ratio				Area difference ratio
	Surveyed		Planned		(surveyed area – planned		Surveyed	Planned	(surveyed area – planned
	area		area		area)/planned area		area	area	area)/planned area
Scientific research, office		86856.65		86878.00		0.000246

EX-4.22

Exhibit 4.22

English Translation

Contract No.: ____

Purchase & Sale Contract for Commercial House

Seller: Chengdu Hi-tech Real Estate Co., Ltd.

Buyer: Chengdu Shidai Noah Education Software Co., Ltd.

Construction Department of Sichuan Province

Administration for Industry and Commerce of Sichuan Province

Explanation

1. This contract version is a model version and may also be used as the version for signing. Before the signing of this contract, the Buyer shall carefully read the contents of this contract, particularly the optional, supplemented, filled and modified contents. In the case of different understandings of the provisions and words of this contract, the user may consult with the local competent real estate administration department. This model version is jointly prepared by Construction Department of Sichuan Province and Administration for Industry and Commerce of Sichuan Province.

2. Commercial housing mentioned herein means the houses developed, constructed and sold by the real estate development enterprise.

3. Before this contract is concluded, the Seller shall present to the Buyer the presale license of commercial housing and other related certificates and documentary evidences.

4. Both parties hereto shall enter into this contract by following the principles of free will, fairness and credibility. Neither party shall bend the other party to its will. Both parties may make amendments, additions or deletions to the terms of this contract version. After this contract becomes effective, both parties are deemed consenting to the unmodified printed words in this contract.

5. In order to embody the principle of free will, blank lines are left behind the relevant terms of this contract version for both parties to add separate provisions or supplementary provisions. The Seller and the Buyer may enter into a fair and reasonable supplementary agreement with respect to the contents not covered or not specified in detail in this contract on the basis of the specific situation of the sold project, or may add supplementary provisions in the blank lines behind relevant terms.

6. In this contract version, the optional contents in [           ], filled contents in blanks and other contents needing to be deleted or added shall be agreed upon by both parties by mutual consultation. The optional contents in [           ] shall be selected with “Ö”; if the situation does not occur or is not specified by both parties, blanks shall be marked with “´” so as to indicate deletion.

7. If any dispute arises in connection with the performance of this contract, either party may bring a lawsuit with the people’s court in the place where real estate is located or submit an arbitration application to an arbitration commission for arbitration. In the case of arbitration, such dispute may be referred to the arbitration commission in the place where the real estate is located or an arbitration commission in other place.

8. Both parties may determine the number of originals of this contract depending on the actual situation and at the conclusion of this contract, make careful checks to ensure that all the originals are consistent. Under any circumstance, the Buyer shall retain at least one original.

Purchase & Sale Contract for Commercial House

Seller: Chengdu Hi-tech Real Estate Co., Ltd.
Registered address: 4F, Auxiliary Building, Beite Industry Park, No. 11 Gaopeng Avenue, Gaoxin
District, Chengdu
Postal code: 610041
Registration no. of business license: 5101091001210
No. of enterprise qualification certificate: 510109AWG3421641
Legal representative: Xu Liang Tel.: 85332609

Entrusted agent: ´´´ Tel.: ´
Entrusted sales agency: ´
Registered address: ´
Postal code: ´
Registration no. of business license: ´

Buyer: Chengdu Shidai Noah Education Software Co., Ltd.
Location of Buyer’s registered residence (passport or employer):  _____  Nationality:                     
[Legal representative Ö] [Responsible person]: Dong Xu
[ID card Ö] [Passport] [Registration no. of business license] [               ]: 110108196611048978
Date of birth: November 4, 1966 Gender: Male
Mailing address:                     
Postal code:                      Tel.: 0755-82049484

[Legal agent] [Entrusted agent]:                      Nationality:                     
[ID card] [Passport] [            ]:                                                             
Date of birth:                      Gender:                     
Mailing address:                                                             
Postal code:                      Tel.:                     
Co-buyer:                                                             
Share:                                                             
[Legal representative] [Responsible person]:                      Nationality:                     
[ID card] [Passport] [Registration no. of business license] [ID card] [Passport] [             ]:                                         
[Legal agent] [Entrusted agent]:                      Nationality:                     
[ID card] [Passport] [            ]:                     

In accordance with the “Contract Law of the People’s Republic of China”, “Law of the People’s Republic of China on Administration of Urban Real Estate” and other related laws and regulations, the Seller and the Buyer, on the basis of equality, free will and fairness and through negotiations, hereby agree below with respect to the purchase and sale of commercial house.

Article 1 Basis for Project Construction

The Seller has obtained the state-owned land use right of the land plot located at 3# Group, Construction Village, Guixi Sub-district Office, South Park, Gaoxin District. The number of state-owned land use certificate for this land plot is GuoYong (2008) No. 2837 and the area of land use right is 167692.00m².

The temporary name of the commercial houses constructed by the Seller on the said land plot with approval is Tianfu Software Park Software Outsourcing Base (Area C). Number of construction project planning license is GaoXinGuiBianHao (2007) No. 111; the number of building project construction license is CGGJ (2007)-NJ055. The commencement date specified in the construction project contract is June 2, 2007 and the completion date specified in the construction project contract is March 28, 2008.

Article 2 Basis for Sale of Commercial House

[Completed house] The number of the house ownership certificate of the building the commercial house bought by the Buyer (hereinafter referred to as the “Commercial House”) belongs to is ´.

[Pre-sold commercial house] The approving authority of the pre-sold commercial house is Chengdu Real Estate Administration and the number of presale license of commercial house is ChengFangYuShouZhongXinChengQuZi No. 5649.

The real estate surveying and mapping institution entrusted by the Seller to survey the area of the Commercial House is Chengdu Chenyuan Surveying & Mapping Co., Ltd.

Article 3 Basic Information on Commercial House Purchased by the Buyer

The house construction form of the Commercial House is: [ordinary commercial house].

The principal building structure of the building the Commercial House belongs to is frame and the building has 6 stories, including 5 stories above the ground and 1 story below the ground.

The Commercial House purchased by the Buyer is in the project as specified in Article 1 of this Contract (note: the amounts below are denominated in RMB ):

The Commercial House is Room No. ´, -1F, ´ [Unit], C2 [Building] of the project specified in Article 1. The purpose of the Commercial House is [office]; type of house: [ordinary] [villa] [others]: ´; total surveyed floor area is 2524.13 m² (area of bicycle parking not included), in which internal floor area is ´ m² and allocated floor area of common parts and common house is ´ m²; [story height] is: 4.2m. For [clear height of sloped roof], the smallest figure is ´ m; the biggest figure is ´ m. The purpose of use of the land of the Commercial House purchased by the Buyer is scientific research and design; land use term is from April 29, 2008 to April 28, 2058. The facing direction of the Commercial House is given in Annex 1 and it has ´ balconies (including ´ closed balconies and ´ non-closed balconies). Level of decoration is [clean water] and decoration standard is RMB ´/m².

If the Commercial House is a residential house, the Seller and the Buyer agree to calculate the price of the Commercial House by the means as listed in Paragraph 1 below. If the Commercial House is an economically affordable house, the Seller and the Buyer agree to calculate the price of the Commercial House by the means as listed in Paragraphs 1 and 2 below respectively.

If the Commercial House is a non-residential house, the Seller and the Buyer agree to calculate the price of the Commercial House by the means as listed in Paragraph 2 below.

1. The price is based on internal floor area. The unit price of the Commercial House is ´ (currency) ´ /m². The total price is ´ (currency) ´ (in words).

2. The price is based on floor area. The unit price of the Commercial House is RMB 3280.34/m². The total price is RMB 8,280,000.00 (in words: RMB eight million two hundred and eighty thousand).

3. The price is based on apartment (unit). The total price of the Commercial House is ´ (currency) ´ (in words).

4. The price is based on ´. The total price of the Commercial House is ´ (currency) ´ (in words).

The total price of the purchased Commercial House is RMB eight million two hundred and eighty thousand. Refer to Annex 4.

Room numbers are subject to those approved by the public security administration authority. The layout plan of the Commercial House and diagram of its location in the whole building are given in Annex 1.

“Floor area” mentioned herein refers to the horizontal projection area of the periphery of the floors above the quadras of external walls (columns) of the house, which is a permanent building with a top cover, a firm structure and a story height of above 2.20m, including balcony, overhanging corridor, basement, outdoor stairs, etc.

“Internal floor area” mentioned herein refers to the aggregate of the useable area, wall body’s area and balcony’s floor area inside the apartment (unit).

In this Article, “story height” means the vertical distance between two neighboring floors or between floor and ground, and “clear height” means the vertical distance from floor or ground to bottom of upper floor slab or ceiling.

Article 4 Mortgage

The mortgage about the Commercial House is: 1.

1. The allocated land use right and works in progress for the Commercial House are not mortgaged;

2. The allocated land use right for the Commercial House has been mortgaged. Mortgagee is ´, mortgage registration department is ´ and date of mortgage registration is ´.

3. The works in progress for the Commercial House have been mortgaged. Mortgagee is ´, mortgage registration department is ´ and date of mortgage registration is ´.

´.

The certificate of mortgagee’s consent to the presale of the Commercial House and the provisions about mortgage are given in Annex 3.

Article 5 Method and Term of Payment

The Buyer makes payment by the means as listed in Paragraph 4 below.

1. Payment by a lump sum

2. Payment in installments

3. Payment by loan. The Buyer may pay ´% of the total house price as the initial installment and the remaining portion may be paid with the loan from ´ bank or housing provident fund management authority.

4. Payment by other means. Upon signing of the agreement, the Seller shall deliver the house to the Buyer. The Buyer shall pay 90% of the total house price to the Seller’s account before March 16, 2009 and pay 10% of the total house price after the procedures concerning initial property right certificate are completed and before the procedures concerning household-specific property right are completed.

Article 6 The Seller guarantees that the Commercial House is free of any property right dispute. If property right registration cannot be handled or a claim or debt dispute arises for the Seller’s reason, the Seller shall bear the corresponding responsibility.

´.

Article 7 Planning Change

The Seller shall construct the commercial houses in accordance with the conditions as specified in the construction project planning license issued by the planning administration authority and shall not make changes without permission.

If the Seller indeed needs to change the conditions as specified in the construction project planning license, such change shall be subject to the written consent of the affected Buyer and the approval of the planning administration authority. If planning change causes losses to the interests of the Buyer, the Seller shall be liable for corresponding compensation.

Article 8 Design Change

(I) If the planning changes approved by the planning administration authority and the following design changes of the construction drawings and design documents of building project as consented to by design entity affect the quality or use functions of the Commercial House purchased by the Buyer, the Seller shall give a written notice to the Buyer within 10 days after the design examination entity approves such changes:

1. The structure form, type, space dimensions, facing direction and use of the Commercial House;

2. ´;

3. ´;

4. ´.

If the Seller fails to notify the Buyer within the specified term, the Buyer is entitled to surrender the house.

(II) The Buyer shall reply in writing whether or not to surrender the house within 15 days of receiving the notice. Otherwise, the Buyer is deemed as accepting changes.

(III) If the Buyer surrenders the house, the Seller shall refund the house price already paid by the Buyer within ´ days from receiving the notice of surrender, along with the interest accrued thereupon at ´ interest rate. If the Buyer does not surrender the house, the Buyer shall enter into a separate supplementary agreement with the Seller.

´.

´.

Article 9 Liability for Delayed Payment

Where the Buyer fails to make payment at the agreed time, Paragraph 1 below shall apply.

1. Liability is subject to the period of delay (the liabilities in Sub-paragraphs (1) and (2) are not cumulative).

(1) If the delay is within 30 days, the Buyer shall pay to the Seller a penalty at a daily rate of 0.02% of the overdue payment from the next day following expiry of agreed payment term to the day of actual payment and such penalty shall be paid to the Seller within 7 days after the day of actual payment. Then, this Contract continues to be performed;

(2) If the delay continues for more than 30 days (this day shall be the same as the day in Sub-paragraph (1) above), the Seller is entitled to terminate this Contract. In case of such termination by the Seller, the Buyer shall pay to the Seller a penalty at 5% of the cumulative overdue payment within 7 days after receipt of notice of termination and the Seller shall refund all the payments already made by the Buyer. If the Buyer wishes to continue to perform this Contract, this Contract may continue to be performed with the consent of the Seller. The Buyer shall pay to the Seller a penalty at a daily rate of 0.03% (this rate shall not be less than the rate in Sub-paragraph (1) above) of the overdue payment from the next day following expiry of agreed payment term to the day of actual payment and such penalty shall be paid to the Seller within 7 days after the day of actual payment.

“Overdue payment” refers to the difference between the due payment as set forth in Article 5 and the actual payment, or in case of payment by installments, the difference between the specific installment and the actual payment.

2. ´.

Article 10 Delivery Conditions

(I) After the first installment of the house price is paid up pursuant to the provisions of this Contract, the Seller shall deliver the Commercial House to the Buyer before March 16, 2009. The property management fee shall be computed from April 1, 2009.

(II) At delivery, the Commercial House shall comply with the conditions as listed in Paragraphs 1, 2, 6, ´, ´, ´ and ´ below. If the Commercial House is residential, the Seller shall also provide the “House Quality Warranty” and “House Use Instructions”.

1. The Commercial House has obtained the planning acceptance conformity certificate.

2. A qualified real estate mapping institution has issued the report on the actually measured area of the Commercial House.

3. The Seller has obtained the housing ownership certificate of the building the Commercial House belongs to.

4. Comply with the conditions to be fulfilled for municipal infrastructures as undertaken by the Seller in Article 11.

5. If the Commercial House is residential, the Seller shall provide the “Household Acceptance Form of House Engineering Quality”.

6. The garage and the bicycle parking shall be delivered to the Buyer simultaneously.

7. ´.

Article 11 Undertakings about Municipal Infrastructures and Other Facilities

The Seller undertakes that the municipal infrastructures and other facilities directly related to the normal use of the Commercial House will fulfill the following conditions on the agreed date:

1. Municipal infrastructures

(1) Water supply and discharge: on August 8, 2008, reach the house delivery standard;

(2) Electricity: on August 8, 2008, reach the house delivery standard;

(3) Heating: on ´, reach ´;

(4) Gas: on ´, reach ´;

(5) A total bandwidth of not less than 100M can be connected to the building. For the opening of bandwidth, Party B has to apply to telecom operator.

If the conditions are not fulfilled within the agreed term, both parties agree below:

(1) ´;

(2) ´.

2. Other facilities

(1) Public green land: on December 31, 2008, reach the house delivery standard;

(2) Public road: on December 31, 2008, reach the house delivery standard;

(3) Public parking lot: on December 31, 2008, reach the house delivery standard;

(4) Kindergarten: on ´, reach ´;

(5) School: on ´, reach ´;

(6) Club: on ´, reach ´;

(7) Shopping center: on ´, reach ´;

(8) Sports facilities: on ´, reach ´;

(9) ´;

(10) ´.

If the conditions are not fulfilled within the agreed term, both parties agree below:

(1) ´;

(2) ´.

Article 12 Liability for Delayed Delivery

Where the Seller fails to deliver the Commercial House to the Buyer according to the term and conditions as specified in Article 10 (unless force majeure occurs), Paragraph 1 below shall apply.

1. Liability is subject to the period of delay (the liabilities in Sub-paragraphs (1) and (2) are not cumulative).

(1) If the delay is within 30 days (this term shall not be less than the term in Paragraph (1) of Article 10), the Seller shall pay to the Buyer a penalty at a daily rate of 0.02% (this rate shall not be less than the rate in Paragraph (1) of Article 9) of the already paid house price from the next day following expiry of the delivery term as specified in Article 10 to the day of actual delivery and such penalty shall be paid to the Buyer within 7 days after the Commercial House is delivered. Then, this Contract continues to be performed;

(2) If the delay continues for more than 30 days (this day shall be the same as the day in Sub-paragraph (1) above), the Buyer is entitled to surrender the house. In case the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer within 7 days after receipt of the notice of surrender and pay to the Buyer a penalty at 5% of all the payments already made by the Buyer. If the Buyer wishes to continue to perform this Contract, this Contract may continue to be performed. The Seller shall pay to the Buyer a penalty at a daily rate of 0.03% (this rate shall not be less than the rate in Sub-paragraph (1) above) of all the payments already made by the Buyer from the next day following expiry of the delivery term as specified in Article 10 to the day of actual delivery and such penalty shall be paid to the Buyer within 7 days after the Commercial House is delivered.

2. ´.

Article 13 Handling of Area Difference

When the Commercial House is delivered, the Seller shall present to the Buyer the report on the actually measured area of the Commercial House issued by the qualified real estate mapping institution entrusted by it and provide to the Buyer the actual measurement area data of the Commercial House (hereinafter referred to as “Actually Measured Area”). In case of any error between the Actually Measured Area and the surveyed area in Article 3, both parties agree that Paragraph 3 below applies:

1. According to the provision “price is based on internal floor area” in Article 3, both parties agree below:

(1) If the absolute value of the error ratio of internal floor area is within 3% (including 3%), house price is settled according to actual area;

(2) If the absolute value of the error ratio of internal floor area exceeds 3%, the Buyer is entitled to surrender the house.

If the Buyer surrenders the house, the Seller shall refund the house price already paid by the Buyer within 30 days of receiving the notice of surrender, along with the interest accrued thereupon at ´ interest rate.

If the Buyer does not surrender the house and actually measured internal floor area is bigger than preliminarily measured internal floor area: the house price for the portion within 3% (including 3%) shall be paid by the Buyer; the house price for the portion in excess of 3% shall be borne by the Seller and property right shall be owned by the Buyer. If actually measured internal floor area is smaller than preliminarily measured internal floor area, the house price for the portion within 3% (including 3%) shall be refunded by the Seller to the Buyer; the house price for the portion in excess of 3% shall be refunded by the Seller to the Buyer on a double basis.

Error ratio of internal floor area= Actually measured internal floor area –
preliminarily measured internal floor area
  Preliminarily measured internal floor area
X 100%

2. According to the provision “price is based on floor area” in Article 3, both parties agree below:

(1) If the absolute values of the error ratios of floor area and internal floor area are within 3% (including 3%), house price is settled according to actually measured floor area;

(2) If the absolute value of the error ratio of floor area or internal floor area exceeds 3%, the Buyer is entitled to surrender the house.

If the Buyer surrenders the house, the Seller shall refund the house price already paid by the Buyer within 30 days of receiving the notice of surrender, along with the interest accrued thereupon at ´ interest rate.

If the Buyer does not surrender the house and actually measured floor area is bigger than preliminarily measured floor area: the house price for the portion within 3% (including 3%) shall be paid by the Buyer; the house price for the portion in excess of 3% shall be borne by the Seller and property right shall be owned by the Buyer. If actually measured floor area is smaller than the floor area specified in the contract, the house price for the portion within 3% (including 3%) shall be refunded by the Seller to the Buyer; the house price for the portion in excess of 3% shall be refunded by the Seller to the Buyer on a double basis.

Error ratio of floor area= Actually measured floor area –
preliminarily measured floor area
  Preliminarily measured floor area
X 100%

3. Other provisions agreed upon by both parties.

Regardless of the number of the error ratio of floor area, the two parties agree that no more compensation will be paid.

Article 14 Handover Procedures

(I) After the Commercial House fulfils the delivery conditions as set out in Article 10, the Seller shall, 7 days prior to delivery day, notify the Buyer in writing of the time and place of handover procedures as well as the certificates needing to be taken. When both parties handle acceptance inspection and handover, the Seller shall present the certificates as stipulated in Article 10 and fulfill the other conditions as stipulated in Article 10. Where the Seller does not present certificates or presented certificates are incomplete, or the Seller does not fulfill the other conditions set forth in Article 10, the Buyer has the right to refuse to take over the house. The liability for delayed delivery arising therefrom shall be borne by the Seller and the provisions of Article 12 shall apply.

(II) After acceptance inspection and handover, both parties shall sign the handover form of commercial house. If handover procedures are not handled on time for causes attributable to the Buyer, both parties agree as follows:

If the Buyer does not take over the house within 15 days after the Seller gives a written notice to the Buyer, it shall be deemed that the Seller has delivered the house to the Buyer on the 16^th day after the giving of the written notice and the Buyer shall undertake the responsibility; any quality problem found by the Buyer during takeover of the house shall be solved by the Seller within the time reasonably requested by the Buyer.

(III) Both parties agree to pay taxes and fees by the means as listed in Paragraph 3 below.

1. The Seller shall not take the payment of taxes and fees by the Buyer as the condition for the handover of the Commercial House.

´.

2. The Buyer agrees to entrust the Seller to pay the taxes and fees in Paragraphs ´, ´, ´, ´, ´ and ´ below on its behalf and further agrees to deliver the aforementioned taxes and fees to the Seller while it takes over the Commercial House.

(1) Special maintenance fund;

(2) Contract tax;

(3) Property service fee as specified in Article 22;

(4) Heating fee;

(5) ´;

(6) ´.

3. The Buyer will itself pay the taxes and fees in Paragraphs 1, 2, 3, ´, ´ and ´ below to relevant units and present to the Seller the payment vouchers while it takes over the Commercial House.

(1) Special maintenance fund;

(2) Deed duty;

(3) Property service fee as specified in Article 22;

(4) Heating fee;

(5) ´;

(6) ´.

Article 15 Quality, Decoration and Equipment Standards of the Commercial House

(I) The Seller covenants that the Commercial House uses qualified building materials, components and accessories and the quality of the Commercial House conforms to the requirements of the engineering quality specifications, standards, construction drawings and design documents issued by the state and Sichuan Province.

(II) The Seller and the Buyer agree below:

1. Where the foundation and principal structure of the Commercial House do not pass quality inspections, the Buyer is entitled to surrender the house. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer, along with the interest accrued thereupon at the bank demand deposit interest rate for the same period, within 30 days of receiving the notice of surrender. If losses are thus caused to the Buyer, the Seller shall be held liable for compensation. The inspection expenses thus incurred shall be borne by the Seller.

If the Buyer wishes to continue to perform this Contract, it shall enter into a separate supplementary agreement with the Seller.

´.

2. Where the indoor air quality of the Commercial House does not comply with the national standard after inspection, the Buyer is entitled to surrender the house within 60 days (not less than 60 days) after the delivery date of the Commercial House. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer, along with the interest accrued thereupon at the bank demand deposit interest rate for the same period, within 30 days of receiving the notice of surrender. If losses are thus caused to the Buyer, the Seller shall be held liable for compensation. The inspection expenses thus incurred shall be borne by the Seller.

If the Buyer does not surrender the house or the Commercial House is already used for more than 60 days after delivery, the Buyer shall enter into a separate supplementary agreement with the Seller.

´.

3. At delivery, the Commercial House has passed the acceptance inspections by construction, surveying, design, project undertaking and project supervision entities. The Seller shall inspect the house together with the Buyer. If it is found after inspection that the Commercial House has other problems, both parties agree that Paragraph 1 below applies:

(1) The Seller shall deliver the repaired Commercial House within 90 days. The liability for delayed delivery arising therefrom shall be borne by the Seller and the provisions of Article 12 shall apply.

´.

(2) The Seller shall, at its own expense, make repairs in accordance with the engineering quality specifications and standards of the state and Sichuan Province within ´ days after the delivery date of the Commercial House. In case losses are thus incurred to the Buyer, the Seller shall be held liable for compensation.

(3) ´.

4. The decorations and equipment of the Commercial House delivered by the Seller shall comply with the standards as agreed upon by both parties. Otherwise, the Buyer is entitled to request the Seller to comply with Paragraph ´ below.

(1) The Seller compensates twice the price difference of decorations and equipment.

(2) ´.

(3) ´.

The provisions about decoration and equipment standards are given in Annex 6.

(III) If any dispute arises between the Seller and the Buyer with respect to engineering quality, either party may entrust a qualified construction engineering quality inspection institution to make inspection. Each party shall provide assistance for the other party with respect to such inspection.

´.

Article 16 House Warranty Responsibility

(I) If the Commercial House is residential, the Seller shall undertake the corresponding warranty responsibility in accordance with the House Quality Warranty as from the delivery date of the Commercial House.

If the Commercial House is not residential, both parties shall enter into a supplementary agreement specifying warranty scope, term and responsibility.

(II) Where the Commercial House has any quality problem within the warranty scope and term: if there is any provision about surrender, such provision shall apply; if there is no provision about surrender, the Seller shall perform warranty obligation and the Buyer shall render assistance. But the Seller shall not be liable for the damages for causes not attributable to the Seller.

Article 17 Residential Energy-saving Measures

[1] If the Commercial House is residential, it shall comply with the state regulations on energy saving of buildings and the “Energy Saving Design Standard of Residential Buildings in the Hot and Cold Areas in Summer and Winter in Sichuan Province” (DB51/T5027-2002) promulgated by Technology Supervision Administration of Sichuan Province. Otherwise, the Seller shall implement energy saving measures in line with the requirements of the “Energy Saving Design Standard of Residential Buildings in the Hot and Cold Areas in Summer and Winter in Sichuan Province” and bear all the expenses relating thereto. In case losses are thus incurred to the Buyer, the Seller shall be held liable for compensation.

´.

[2] If the Commercial House is a part of public building (office building, commercial building, tourism building etc), it shall comply with the state regulations on energy saving of buildings and the “Energy Saving Design Standard of Public Buildings” (GB50189-2005) promulgated by the Ministry of Construction. Otherwise, the Seller shall implement energy saving measures in line with the requirements of the “Energy Saving Design Standard of Public Building” and bear all the expenses relating thereto. In case losses are thus incurred to the Buyer, the Seller shall be held liable for compensation.

´.

Article 18 Covenants of Use

When the Buyer uses the Commercial House, it shall not change the principal building structure, bearing structure and purpose of use of the Commercial House without permission. Except as otherwise specified in this Contract and its supplementary agreement and annexes, in the course of use of the Commercial House, the Buyer is entitled to share the common parts and facilities related to the Commercial House with other right owner and shall bear the obligations on the basis of the allocated area of common parts and house.

The Seller shall not change the nature of use of the common parts and facilities relating to the Commercial House without permission.

´.

Article 19 Property Right Registration

(I) Initial registration

The Seller shall obtain the ownership certificate of the building the Commercial House belongs to no later than February 28, 2010. If the Seller fails to obtain such ownership certificate within the term as agreed in this Article due to its fault, both parties agree that Paragraph 2 below applies:

1. The Buyer is entitled to surrender the house. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer within ´ days from receiving the notice of surrender and pay to the Buyer liquidated damages of ´% of all the payments already made by the Buyer. If the Buyer does not surrender the house, this Contract continues to be performed and the Seller shall pay to the Buyer liquidated damages of ´% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the term when the Seller shall obtain the ownership certificate of the building of the Commercial House to the day when the ownership certificate is obtained, and such liquidated damages shall be paid to the Buyer within ´ days after the Seller obtains the ownership certificate.

2. The Seller shall undertake the following defaulting liability:

(1) If the delay is within thirty days, the Seller shall pay to the Buyer liquidated damages of 0.02% of all the payments already made by the Buyer per day delayed, and such liquidated damages shall be paid to the Buyer within 7 days after the initial property right registration is completed. This Contract continues to be performed.

(2) If the delay exceeds thirty days ((this day shall be the same as the day in Sub-paragraph (1) above), the Buyer is entitled to terminate this Contract. Upon such termination, the Seller shall pay to the Buyer liquidated damages of 5% of all the payments already made by the Buyer within 7 days from receiving the notice of termination and refund all the payments already made by the Buyer. If the Buyer intends to continue to perform this Contract, this Contract shall continue to be performed and the Seller shall pay to the Buyer liquidated damages of 0.03% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the agreed property right registration term to the day of actual completion of property right registration and such liquidated damages shall be paid to the Buyer within 7 days after the day of actual completion of property right registration.

(II) Transfer registration

1. After the Commercial House is delivered for use, both parties agree that Paragraph 3 below applies:

(1) The Seller handles the ownership transfer registration of the house with the ownership registration authority. The Buyer shall provide to the Seller the relevant documents according to the Seller’s registration requirements and notice.

(2) The Buyer agrees to entrust the Seller to handle the ownership transfer registration of the house with the ownership registration authority and the entrustment fee is RMB zero (in words).

(3) The Seller is responsible to complete the ownership registration of the parking space with the competent ownership registration authority in accordance with the fair and reasonable allocation made by Chengdu Shidai Noah Information Technology Co., Ltd. with respect to the parking space corresponds to -1/F of the target house. The Buyer shall be responsible to furnish the relevant documents to the Seller based on the requirements of the registration and notice made by the Seller. In consideration of the relevant laws and regulations, and the process of obtaining the paring space ownership stipulated by relevant property ownership administration authority, the ownership of each parking space of the garage purchased by Chengdu Shidai Noah Information Technology Co., Ltd. shall be completed separately after the line-drawing actual measurement for each parking space, therefore, the Buyer shall assist the Seller to execute the purchase and sale contract for single parking space in order to complete the registration of the ownership of each parking space. The area of the underground bicycle parking of the building in which the Commercial House is located is 441.42 m2, which does not include into the area of which the Seller must complete the registration of ownership. The use right of the bicycle parking shall be transferred to all buyers of the building in which the Commercial House is located from the Seller upon the effective of this Contract. It shall be implemented in accordance with the relevant national policy with respect to the bicycle parking if the said national policy changes.

2. Where, due to the Seller’s fault, the Buyer does not obtain the housing ownership certificate before June 30, 2010 (the Buyer shall pay the expenses relating to the handling of property right at one time), both parties agree that Paragraph 2 below applies:

(1) The Buyer is entitled to surrender the house. If the Buyer surrenders the house, the Seller shall refund all the payments already made by the Buyer, along with the interest accrued thereupon at the ´ interest rate, within ´ days of receiving the notice of surrender. If the Buyer does not surrender the house, the Seller shall pay to the Buyer liquidated damages of ´% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the term when the Buyer shall obtain the housing ownership certificate to the day when the Buyer obtains the housing ownership certificate, and such liquidated damages shall be paid to the Buyer within ´ days after the Buyer obtains the housing ownership certificate.

(2) The Seller shall undertake the following defaulting liability:

1) If the delay is within thirty days, the Seller shall pay to the Buyer liquidated damages of 0.03% of all the payments already made by the Buyer per day delayed, and such liquidated damages shall be paid to the Buyer within 7 days after the initial property right registration is completed. This Contract continues to be performed.

2) If the delay exceeds thirty days ((this day shall be the same as the day in Sub-paragraph (1) above), the Buyer is entitled to terminate this Contract. Upon such termination, the Seller shall pay to the Buyer liquidated damages of 8% of all the payments already made by the Buyer within 7 days from receiving the notice of termination and refund all the payments already made by the Buyer. If the Buyer intends to continue to perform this Contract, this Contract shall continue to be performed and the Seller shall pay to the Buyer liquidated damages of 0.04% of all the payments already made by the Buyer per day delayed, from the next day following expiry of the agreed property right registration term to the day of actual completion of property right registration and such liquidated damages shall be paid to the Buyer within 7 days after the day of actual completion of property right registration.

Article 20 Common Interests

1. The use right of the roof of the building in which the Commercial House is located shall be shared by all property right owners.

2. The use right of the outer walls of the building in which the Commercial House is located shall be shared by all property right owners.

3. The use right of the walls of elevator hall and the inside walls of elevator cab of the building in which the Commercial House is located shall be shared by all property right owners.

4. The eaves, steps, entrance hall and other public places of the building in which the Commercial House is located shall be shared by all property right owners.

5. The underground bicycle parking of the building in which the Commercial House is located shall be shared by all property right owners.

The above parts may be reasonably used by common property right owners through negotiations, subject to relevant park management regulations.

Article 21 Auxiliary Buildings and Structures

Both parties agree that the auxiliary buildings and structures attached to the Commercial House shall be subject to Paragraph x below.

1. When the Seller sells the Commercial House, the ´, ´, ´ and ´ attached to the Commercial House will be transferred together with the Commercial House.

2. When the Seller sells the Commercial House, the ´, ´, ´ and ´ attached to the Commercial House will not be transferred together with the Commercial House.

Article 22 Prophase Property Service

(I) The property management enterprise engaged by the Seller in accordance with law is Shenzhen Science & Technology Industry Park Property Management Co., Ltd. The number of its qualification certificate is JianWuQi (2003) 046.

(II) During the prophase property management, property service rate is RMB ´ yuan/month/square meter (construction area). The fee is composed of cleaning fee, public order maintenance fee, daily maintenance fee of common parts, facilities and equipment, greening maintenance fee, comprehensive management fee, ´, ´, ´, ´, ´ and ´ within property area.

Aboveground parking management fee is subject to relevant state standard and underground parking management fee is subject to relevant state standard.

(III) Property management enterprise will collect property service fee by the means in Paragraph 3 below.

1. Make collection on an annual basis. The Buyer shall pay the fee before ´ of each year.

2. Make collection on a semiannual basis. The Buyer shall pay the fee before ´ and ´ of each year respectively.

3. Make collection on a quarterly basis. The Buyer shall pay the Q1 property service fee before January 10 of each year; pay the Q2 property service fee before April 10 of each year; pay the Q3 property service fee before July 10 of each year; pay the Q4 property service fee before October 10 of each year.

(IV) The property service contents and owners’ temporary pact are given in Annex 7. The Buyer has carefully read all the property service contents and owners’ temporary pact in Annex 7 and agrees to accept the prophase property service provided by the property management enterprise engaged by the Seller in accordance with law and also to comply with owners’ temporary pact. If property service contents and owners’ temporary pact are inconsistent with this Contract, this Contract shall prevail.

Article 23 Special Maintenance Fund

If the Buyer entrusts the Seller to pay special maintenance fund on its behalf, the Seller shall provide the payment voucher for special maintenance fund to the Buyer within 30 days after the date of entrustment.

If the Buyer itself pays special maintenance fund, it shall provide the payment voucher for special maintenance fund to property management enterprise [at the delivery] of the Commercial House.

Article 24 Force Majeure

Should either party be prevented from performing this Contract owing to force majeure, such party shall be exempt from the responsibility, in whole or in part, depending on the effect of force majeure, but the prevented party shall without undue delay notify the other party and within 30 days after the end of force majeure, provide the proof hereof to the other party.

Article 25 Dispute Resolution

Any dispute arising out of the performance of this Contract shall be resolved by both parties through negotiations. In the event that no resolution can be reached, such dispute shall be resolved through the means in Paragraph 2 below:

1. by submitting it to ´ arbitration commission for arbitration.

2. by instituting a lawsuit with the people’s court in accordance with law.

Article 26 This Contract shall become effective as of the date when it is signed (sealed) by both parties. Both parties may enter into a written supplementary agreement for changes or supplements with respect to the contents that are not specified, unclear or not applicable herein according to the specific situation. But if such supplementary agreement contains the contents that unreasonably alleviate or exempt the responsibility of the Seller under this Contract or unreasonably increase the responsibility of the Buyer or exclude the main rights of the Buyer, this Contract shall prevail. The termination of this Contract shall be in writing. The annexes and supplementary agreement hereto shall have the same legal effect as this Contract.

Article 27 This Contract and its annexes hereto have 22 pages and are executed in seven copies, being equally authentic, three copies for the Seller, three copies for the Buyer, one copy for the property right office and ´ copy for the bank.

Article 28 The filing of this Contract adopts the form of online signing and online filing. The Buyer and the Seller shall maintain the consistency of the online filing version of this Contract and the written version of this Contract.

Seller (signature & seal): /s/ Chengdu Hi-tech Real Estate Co., Ltd.	Buyer (signature & seal): /s/ Chengdu Shidai Noah Education Software Co., Ltd.
Legal representative:	Legal representative: /s/ Dong Xu
Entrusted agent (signature & seal):	Responsible person:
Entrusted sales agency (signature & seal):	Entrusted agent (signature & seal):
Signing date: February 20, 2009	Signing date: February 20, 2009
Signing place:	Signing place:

Annex 1: Layout Plan of House and Diagram of its Location in the whole Building (shall mark the location)

Please refer to Annex 1 for the details

Annex 2: Description of the Composition of the Allocated Floor Areas of Common Parts and Houses

1. Name, purpose, location and area of allocated common parts

2. Name, purpose, location, area and allocation coefficient of the commercial house involved in the allocation of common floor area

3. Non-allocated common parts.

Annex 3: Certificate of Mortgagee’s Consent to the Sale of Commercial House and Relevant Provisions of Mortgagee and Mortgagor

´

Annex 4: Other Provisions about Pricing and House Price

´

Annex 5: Provisions about Method and Term of Payment

´

Annex 6: Provisions about Decoration and Equipment Standards (refer to House Delivery Standard)

1. Heating system:

(1) Central heating: [heat radiator][floor heating] [            ] ´;

(2) Household-specific heating: [gas stove][electrical heating][            ] ´;

(3) Brand of heating equipment: ´.

2. Insulating materials:

(1) Outer wall insulation: [extruded polyphenyl board][foam polyphenyl board][foam polyurethane board][            ] ´.

(2) Inner wall insulation: [plaster polyphenyl board][            ] ´.

3. Outer wall: [glass curtain wall] ´.

4. Inner wall: ´.

5. Ceiling: [plasterboard suspended ceiling] ´.

6. Indoor floor: [granite] ´.

7. Doors and windows:

(1) Structure dimension of outer wall: ´.

(2) Form of opening: ´.

(3) Section material of door and window: ´.

8. Kitchen:

(1) Ground: [cement plastering][tile][            ] ´;

(2) Wall face: [waterproof putty][tile][            ] ´;

(3) Ceiling: [cement plastering][plasterboard suspended ceiling][            ] ´;

(4) Kitchenware: ´.

9. Toilet:

(1) Ground:[cement plastering] ´;

(2) Wall face:[waterproof putty][paint][tile][            ] ´;

(3) Ceiling:[cement plastering][plasterboard suspended ceiling][            ] ´;

10. Balcony: [not closed] ´.

11. Elevator:

(1) Elevator brand: ´;

(2) Elevator speed: ´ m/s;

(3) Lifting capacity of elevator: ´ Kg;

(4) ´.

12. Others

´;

´.

House Delivery Standard of C2 Building of Tianfu Software Park Phase II
(sale of whole building)

S/N	Item	Contents
1	Construction works	1. Reinforced concrete structure (foundation, beam, sheet, column)
		2. Building and plastering of wall body of pipe shaft
		3. Level of indoor floor with cement mortar
		4. High-grade face tiles for outer wall, hollow LOW-E glass curtain wall and complex window
		5. Fine fitment for staircase
		6. Person bearing roof is concrete roof.
2	Installation works	1. Staircase lighting.
		2. Toilet plumbing system, rain-water system
		3. All fire protection works completed.
		4. Air-conditioning system (adopt water loop heat pump air-conditioning system. Air-conditioning system is a warm/cold system. The cold quantity in air-conditioning area is configured according to relevant design code. For office area, 180W—200W/m2; fresh air quantity in office area, 30m3/h.p. Condensed water circulating system connects to floor shaft. Indoor equipment, indoor air pipes, fresh air system and air outlets shall be installed to be in place by the lessee or purchaser).
3	Equipment works	1. Elevator: C2, 3, 4: 4 elevators; C5: 3 elevators C6, 7: 4 elevators
		2. Power load: office power consumption is configured at 120W/m2 (excluding power load of air conditioning).
4	Design standard of use load of house	1. The standard value of design load of fire vehicle passage is 20KN/m2. 2. Standard value of design load of office: 2.5-3KN/m2 (including partition load of 1KN/m2).
		3. The standard value of design load of public toilet is 2 KN/m2.
		4. The standard value of design load of general equipment house is 5 KN/m2—6 KN/m2.
		5. Overload use is strictly prohibited. Otherwise, all the consequences shall be borne by the user.
5	Auxiliary facilities	1. Lighting, power to floor distribution box.
		2. ELV optical fiber to floor ELV shaft.
		3. Water supply: connected to point of water use at the toilet.
		4. Water drainage: drain system adopts the separate system of storm water and sewage.
		5. Parking: total number of parking spaces in the basement of park: about 2800; total number of parking spaces on the ground: about 750.

Annex 7: Property Services

´

Results of Real Estate Surveying of Tianfu Software Park Software Outsourcing Base (Area C) – Actual Measurement
2008-12-1

2. Statistical table of areas of houses in different buildings

			Office			Overhead floor			Garage						Others							Others
Building					Number			Number					Number							Number							Number
No.	Floor area		Floor	Area	of houses	Floor	Area	of houses	Floor		Area		of houses		Name	Floor		Area		of houses		Name	Floor		Area		of houses		Remarks
2		18737.67								-1		4206.89		1	Bicycle parking		-1		441.41		1	Scientific research, office		1~5		14089.36		30
3		18737.67								-1		4206.89		1	Bicycle parking		-1		441.41		1	Scientific research, office		1~5		14089.36		30
4		18771.23								-1		4214.43		1	Bicycle parking		-1		442.20		1	Scientific research, office		1~5		14114.60		30
5		8975.54																				Scientific research, office		1~8		8975.54		30
6		17422.32																				Scientific research, office		1~8		17422.32		48
7		17422.32																				Scientific research, office		1~8		17422.32		48
		743.15																				Overhead connecting corridor		5		743.15		4
Total		100809.89										12628.21		3					1325.03		3					86856.65		220

Surveyor: Wu Bo           Examiner: Wang Hao            December 1, 2008

Comparison between surveyed area and “planned economic and technical index” area

Aboveground							Underground
					Area difference ratio				Area difference ratio
	Surveyed		Planned		(surveyed area – planned		Surveyed	Planned	(surveyed area – planned
	area		area		area)/planned area		area	area	area)/planned area
Scientific research, office		86856.65		86878.00		0.000246

EX-4.23

Exhibit 4.23

SHARE PURCHASE AGREEMENT

BETWEEN

NOAH EDUCATION HOLDINGS LTD.,

SUNSHINE NATION LIMITED

AND

THE OTHER PARTIES LISTED HEREIN

DATED AS OF

MAY 22, 2009

Table of Contents

	Page
Article I. DEFINITIONS		1
Section 1.1 Certain Defined Terms		1
Section 1.2 Other Defined Terms		5
Section 1.3 Other Interpretive Provisions		6
Article II. PURCHASE AND SALE OF SHARES; CANCELLATION OF OPTIONS		7
Section 2.1 Purchase and Sale		7
Section 2.2 Consideration		7
Section 2.3 Closing		8
Article III. REPRESENTATIONS AND WARRANTIES OF THE SELLER		9
Section 3.1 Due Organization, Good Standing and Power		9
Section 3.2 Capitalization; Valid Issuance		10
Section 3.3 Group Companies		10
Section 3.4 Corporate Records		10
Section 3.5 Financial Statements		11
Section 3.6 Authorization, Enforceability, No Approvals or Conflicts		12
Section 3.7 Compliance with Law; Governmental Authorizations		12
Section 3.8 Licenses		13
Section 3.9 Litigation		13
Section 3.10 Absence of Certain Changes		13
Section 3.11 Tax Matters		14
Section 3.12 Dividends and Distributions		15
Section 3.13 Officers, Employees and Labor		15
Section 3.14 Loans		16
Section 3.15 Share Option and Other Plans		16
Section 3.16 Intellectual Property		17
Section 3.17 Contracts		18
Section 3.18 Certain Transactions		18
Section 3.19 Compliance with Laws		19
Section 3.20 Environmental Matters		19
Section 3.21 Insurance		20
Section 3.22 Personal Property Assets		20
Section 3.23 Real Property		20
Section 3.24 No State Assets		21
Section 3.25 Brokers		21
Section 3.26 Investment		21
Section 3.27 Accredited Investor; Foreign Investor		21
Article IV. REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS		21
Section 4.1 Capacity		21
Section 4.2 Authorization, Enforceability		21
Section 4.3 No Approvals or Conflicts		22

i

	Page
Article V. REPRESENTATIONS AND WARRANTIES OF BUYER		22
Section 5.1 Organization		22
Section 5.2 Authorization, Enforceability		22
Section 5.3 No Approvals or Conflicts		22
Section 5.4 Litigation		23
Section 5.5 Validity of Share Consideration		23
Section 5.6 SEC Filings		23
Section 5.7 No Other Representations or Warranties		23
Article VI. COVENANTS AND AGREEMENTS		24
Section 6.1 Conduct of Business Prior to the Closing		24
Section 6.2 Filings and Consents		25
Section 6.3 Third Party Consents		26
Section 6.4 Tax Matters; Cooperation; Preparation of Returns; Tax Elections		26
Section 6.5 Employees; Benefit Plans		27
Section 6.6 Related Party Accounts		27
Section 6.7 Non-Violation		27
Section 6.8 Confidentiality		27
Section 6.9 No Transfer by the Seller		27
Section 6.10 Leisen Transfer; Education Technology; Spin-Off		28
Section 6.11 Other Restructuring		28
Section 6.12 Non-competition		28
Section 6.13 Further Actions		29
Section 6.14 Delivery of June 30 Balance Sheet		29
Section 6.15 Cartoon Digital Acquisition		29
Section 6.16 Lock-up of Share Consideration		29
Article VII. CONDITIONS TO THE OBLIGATIONS OF SELLER		30
Section 7.1 Representations and Warranties		30
Section 7.2 Performance		30
Section 7.3 No Material Adverse Change		30
Section 7.4 Officer’s Certificate		30
Article VIII. CONDITIONS TO BUYER’S OBLIGATIONS		30
Section 8.1 Representations and Warranties		30
Section 8.2 Performance		30
Section 8.3 Liabilities		31
Section 8.4 Officer’s Certificate		31
Section 8.5 Employment Agreements		31
Section 8.6 Opinions of Counsel		31
Section 8.7 Cartoon Digital Acquisition		31
Section 8.8 Leisen Transfer		31
Section 8.9 Education Technology Transfer		31
Section 8.10 Spin-Off		31
Section 8.11 Restructuring		31
Section 8.12 Injunctions		32
Section 8.13 Financial Statements		32
Section 8.14 Related Party Accounts		32

ii

	Page
Article IX. TERMINATION		32
Section 9.1 Termination		32
Section 9.2 Procedure and Effect of Termination		33
Article X. INDEMNIFICATION		33
Section 10.1 Indemnification by the Seller and the Warrantors		33
Section 10.2 Indemnification by the Buyer		34
Section 10.3 Notice and Opportunity to Defend		34
Article XI. MISCELLANEOUS		35
Section 11.1 Fees and Expenses; Liquidated Damages		35
Section 11.2 Governing Law		35
Section 11.3 Amendment		35
Section 11.4 No Assignment		36
Section 11.5 Waiver		36
Section 11.6 Notices		36
Section 11.7 Complete Agreement		37
Section 11.8 Counterparts		37
Section 11.9 Publicity		38
Section 11.10 Severability		38
Section 11.11 Third Parties		38
Section 11.12 Dispute Resolution		38

SCHEDULES

1.1A Ancillary Documents

1.1B List of Key Company Employees

EXHIBITS

A Form of Employee Employment Agreement with Du Tianming

B Form of Leisen Share Purchase Agreement

C Form of Cartoon Digital Acquisition Agreement

iii

SHARE PURCHASE AGREEMENT

AGREEMENT, dated May 22, 2009, between:

(1) NOAH EDUCATION HOLDINGS LTD., a company with limited liability organized under the laws of the Cayman Islands (“Noah Education”, or the “Buyer”);

(2) SUNSHINE NATION LIMITED, a company with limited liability organized under the laws of the British Virgin Islands (the “Seller”);

(3) DU TIANMING of PRC ID No. 430121195008307710, DU LIANGDONG of PRC ID No. 430121198201305551, and DU SIYUAN of Canadian Passport No. WB 126670 (collectively, the “Warrantors”).

BACKGROUND:

(A) The Seller owns all of the issued and outstanding shares (the “Shares”) in Global Ring Limited, a company with limited liability incorporated under the laws of Hong Kong (the “Company”).

(B) Du Siyuan is the sole owner of the Seller.

(C) Du Tianming and Du Liangdong are the key management of Changsha Little Star Cartoon Digital Technology Ltd., a company organized and existing under the laws of the PRC, which is or will become a wholly-owned subsidiary of the Company.

(D) The Seller desires to sell to the Buyer, and the Buyer desires to buy from the Seller, the Shares upon the terms and subject to the conditions set forth in this Agreement.

IT IS HEREBY AGREED as follows:

DEFINITIONS

Section 1.1 Certain Defined Terms. As used in this Agreement, the following terms will have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Ancillary Documents” means those agreements, documents and instruments as set forth in Schedule 1.1A.

“Applicable Exchange Rate” means, with respect to any date on which a payment is to be made under this Agreement, the mid rate of the US dollar/Renminbi exchange rate published by the People’s Bank of China for the second Business Day prior to the date of payment.

“Bank Obligations” means (A) the principal amount, not exceeding RMB 7 million, of Indebtedness of Cartoon Digital incurred on or prior to June 30, 2009 secured by Encumbrances, and (B) any interests, fees and charges incurred in connection with the Indebtedness and the Encumbrances and the maintenance and discharge thereof.

1

“Business” means the business of (i) providing pre-school and school-age education services and content, with a focus on English, and (ii) any other business as currently conducted by the Group Companies.

“Business Day” means any day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in Hong Kong and New York.

“Cartoon Digital” means Changsha Little Star Cartoon Digital Technology Ltd., a company organized and existing under the laws of the PRC.

“Cartoon Digital 2009 Net Cash” means the net cash flows provided by operations of Cartoon Digital determined under the PRC GAAP for the 2009 calendar year.

“Contract” means any contract, agreement, arrangement or understanding, whether written or oral.

“Control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by Contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“Disclosure Schedule” means the Disclosure Schedule, dated the date hereof, delivered by the Seller to the Buyer in connection with this Agreement.

“Education Technology” means Changsha Little Star Education Technology Co., Ltd., a company organized and existing under the laws of the PRC.

“Encumbrance” means any security interest, pledge, mortgage, lien, charge, limitation, condition, equitable interest, option, easement, encroachment, right of first refusal, or similar adverse claim or restriction, including any restriction on transfer or other assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, receipt of income or exercise of any other attribute of ownership.

“Environmental Claim” means any written notice, claim or demand or any action, suit, complaint, or proceeding by any Person alleging liability or potential liability (including liability or potential liability for investigatory costs, cleanup costs, governmental response costs, natural resource damages, fines or penalties) under any Environmental Laws.

“Environmental Laws” means all Laws in effect in the PRC or Hong Kong at the date of this Agreement relating to protection of the environment.

“Exchange Act” means the United States Securities Exchange Act of 1934.

“Financing Lease” means (i) any lease of property, real or personal, the obligations under which are capitalized on the balance sheet of the Company and (ii) any other such lease to the extent that the then present value of the minimum rental commitment thereunder should, in accordance with PRC GAAP, be capitalized on a balance sheet of the Company.

2

“Government Official” means any official, director, politician, employee or other similar Persons with a position at a Governmental Authority.

“Governmental Authority” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, municipal, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

“Governmental Authorization” means any consent or approval of or from any United States of America, PRC or Cayman Islands Governmental Authority.

“Governmental Order” means any order, writ, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Group Companies” means the Company and Cartoon Digital and its subsidiaries.

“Hazardous Materials” means all materials defined as “hazardous substances” or “hazardous wastes,” toxic, pollutant, contaminant or words of similar meaning or effect, or any other term of similar import under any Environmental Law.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (i) indebtedness for borrowed money or for the deferred purchase price of property or services in respect of which such Person is liable as obligor, (ii) indebtedness secured by any lien on any property or asset owned or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by or is a primary liability of such Person, (iii) obligations of such Person under Financing Leases, (iv) the face amount of all letters of credit issued for the account of such Person and, without duplication, the unreimbursed amount of all drafts drawn thereunder and (v) obligations (in the nature of principal or interest) of such Person in respect of acceptances or similar obligations issued or created for the account of such Person. For the avoidance of doubt, obligations of a Group Company pursuant to a Contract entered into between such Group Company and a customer in the ordinary course of business do not constitute Indebtedness.

“Intellectual Property” means all rights under patent, copyright, trademark or trade secret Law or any other statutory provision or common law doctrine, including design rights.

“June 30 Balance Sheet” means the balance sheet of Cartoon Digital and the consolidated balance sheet of the Company as of June 30, 2009, in a form satisfactory to the Buyer, and as adjusted, as needed, in good faith by the Buyer for any inaccuracy from time to time.

“Key Company Employees” means Du Tianming and Du Liangdong, and each other member of the teaching staff and research and development staff as of the date hereof, including but not limited to such members set forth in Schedule 1.1B.

“Key Company Employee Agreements” means (i) an employment agreement, and (ii) as separate agreements or as included in the employment agreement referenced in clause (i), a non-competition agreement, a confidentiality agreement and an agreement to assign intellectual property rights, between each of the Key Company Employees and Cartoon Digital, in forms satisfactory to the Buyer.

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“Law” means any statute, code, law, ordinance, regulation or rule or other legally binding requirement of any Governmental Authority.

“Leisen” means Changsha Leisen Education Software Co., Ltd., a company organized and existing under the laws of the PRC.

“Material Adverse Effect” or “Material Adverse Change” means, with respect to any entity, any effect or change that would be or would reasonably be expected to be materially adverse (i) to the business, assets, condition (financial or otherwise), operating results or operations of such entity and its subsidiaries, taken as a whole, except: (a) effects or changes (including general economic and political conditions) that do not have a materially disproportionate effect (relative to other industry participants) on such entity and generally affect the industry in which such entity operates, (b) effects or changes relating to loss of employees, suppliers, vendors, agents, customers or other business partners (including web sites and portals) resulting primarily from the announcement or pendency of the transactions contemplated by this Agreement, (c) effects or changes to the extent attributable to changes in the Laws of the PRC after the date of this Agreement, and (d) any change or effect that results from any action taken by the Seller at the request of the Buyer or by the Buyer at the request of the Seller or required by the terms of this Agreement or the Ancillary Documents; or (ii) to the ability of the Buyer or the Seller, as applicable, to perform its or their obligations hereunder.

“Noah Education Ordinary Shares” means the ordinary shares, US$0.00005 par value per share, of the Buyer.

“Permitted Encumbrances” means (i) Encumbrances for Taxes not yet due and payable or being contested in good faith, (ii) Encumbrances in respect of property or assets imposed by Law that were incurred in the ordinary course of business, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar liens, (iii) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations, (iv) survey exceptions, reciprocal easement agreements and other customary encumbrances on title to real property, (v) Encumbrances in favor of the Buyer; and (vi) such other encumbrances as would not, individually or in the aggregate, materially and adversely affect the value of or the use of the encumbered property for its current and anticipated purposes.

“Person” means any individual, partnership, firm, company, corporation, association, trust, unincorporated organization, joint venture or other entity.

“PRC” means the People’s Republic of China, but solely for the purposes of this Agreement, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and the island of Taiwan.

“PRC GAAP” means PRC generally accepted accounting principles and practices as in effect from time to time.

“Related Party” means, in respect of any Group Company, any of its Affiliates (other than another Group Company), directors and senior management.

“RMB” means Renminbi, the legal currency of the PRC.

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“Securities Act” means the United States Securities Act of 1933.

“subsidiaries” means, with respect to any Person, any other Person with respect to which the first Person, directly or indirectly, owns 50% or more of the securities of the second Person having the power to elect members of the board of directors or similar body governing the affairs of such entity.

“Restructuring Memorandum” means the memorandum relating to the restructuring of Group Companies dated May 22, 2009 issued by Zhong Lun Law firm.

“Tax” or “Taxes” means any taxes of any kind, including but not limited to those on or measured by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value-added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any Governmental Authority.

“Tax Return” means any return, estimate, report or statement required to be filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto, amendment thereof, claim for refund or declaration of estimated Tax.

“Taxing Authority” means, with respect to any Tax, the government entity or political subdivision thereof that imposes such Tax and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Xingchen Management” means Changsha Xingchen Management Consulting Co. Ltd., a company organized and existing under the laws of the PRC.

Section 1.2 Other Defined Terms. The following terms shall have the meanings defined for such terms in the Sections set forth below:

Term	Section
Acquisition Loan Documents	Section 1.58
Agreement	Preamble
Aggregate Consideration	Section 1.5
Balance Sheet	Section 1.11(a)
Balance Sheet Date	Section 1.11(a)
Buyer	Preamble
the Buyer’s Liquidated Damages	Section 1.83(b)
the Buyer SEC Documents	Section 1.42
Closing Date Cash Consideration	Section 1.5(a)
Closing	Section 1.6(a)
Closing Date	Section 1.6(a)
Company	Preamble
Confidential Information	Section 1.51
Education Technology Transfer	Section 1.53
Financial Statements	Section 1.11(a)
HKIAC	Section 1.94(b)
Indemnifying Party	Section 1.82
Indemnified Party	Section 1.82
IP Licenses	Section 1.22(c)

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Term	Section
Land Use Rights	Section 1.29(b)
Leisen Transfer	Section 1.53
Long-Stop Date	Section 1.78(e)
Losses	Section 1.80(a)
Warrantors	Preamble
Material Contract	Section 1.23(a)
Noah Education	Preamble
Payment Date	Section 1.5(b)
Related Party Accounts	Section 1.49
SEC	Section 1.42
Seller	Preamble
Shares	Preamble
Share Consideration	Section 1.5(c)
Spin-off	Section 1.53

Section 1.3 Other Interpretive Provisions. In this Agreement, the following rules of interpretation apply unless the contrary intention appears:

(a) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b) Section, Schedule and Exhibit references are to this Agreement unless otherwise specified;

(c) mentioning anything after “include,” “includes” or “including” does not limit what else might be included;

(d) references to “assets” include businesses, undertakings, securities, properties, revenues or rights of every description and whether present or future, actual or contingent;

(e) a reference to this Agreement or any other document includes any amendment, variation, novation, replacement or supplement to any of them from time to time;

(f) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and any regulations and statutory instruments issued under it;

(g) the singular includes the plural and vice versa;

(h) references to a time of day are to Hong Kong time;

(i) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(j) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement.

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PURCHASE AND SALE OF SHARES; CANCELLATION OF OPTIONS

Section 1.4 Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, the Seller shall sell to the Buyer all of the Seller’s right, title and interest in the Shares, free and clear of all Encumbrances (other than Encumbrances in favor of the Buyer) at the Closing Date, and the Buyer shall purchase the Shares at the Closing Date.

Section 1.5 Consideration. Subject to the terms and conditions set forth in this Agreement, in reliance on the representations, warranties, covenants and agreements of the parties contained herein and in the Ancillary Documents and in consideration of the sale of the Shares, the Buyer shall pay to the Seller a total consideration (the “Aggregate Consideration”) as follows:

(a) an amount in cash (the “Closing Date Cash Consideration”), payable on the Closing Date, equal to the U.S. dollar equivalent, calculated using the Applicable Exchange Rate, of RMB 23 million, less (i) RMB 18,200,000, being the amount payable by Cartoon Digital to complete the acquisition under the Cartoon Digital Acquisition Agreement referred to in Section 1.58, (ii) RMB 1,300,000, being the amount payable by the purchaser to complete the Leisen Transfer referred to in Section 1.53, (iii) the RMB 3 million deposit paid by the Buyer or its Affiliates in connection with this transaction, and (iv) US$5,000, being legal expenses that the Seller has agreed to reimburse the Buyer;

(b) an amount in cash, equal to the U.S. dollar equivalent calculated using the Applicable Exchange Rate for the applicable Payment Date (as defined below) of RMB 30 million minus the amount, if any, by which the Cartoon Digital 2009 Net Cash is less than RMB 10 million, which amount is payable in three installments on the dates specified below (each, a “Payment Date”):

(i) provided that the Buyer shall have completed Items 21 through 23 of the Restructuring Memorandum, one third, less any Bank Obligations (other than the principal amount thereof) incurred through the date of maturity of the principal amount thereof, payable six (6) months after the Closing Date;

(ii) provided that the Buyer shall have completed Items 21 through 25 of the Restructuring Memorandum, one third, payable twelve (12) months after the Closing Date; and

(iii) provided that the Buyer shall have completed Items 21 through 25 of the Restructuring Memorandum, the balance payable eighteen (18) months after the Closing Date, the amount of each such installment payable on a Payment Date will be further reduced by:

(x) and any penalties associated with the early termination of the leases entered into by any Group Company prior to the Closing Date for locations that have not received fire safety certificates;

(y) any excess liabilities, as indicated on the relevant June 30 Balance Sheet, that (A) remain undischarged prior to the Payment Date and (B) do not match any asset on the relevant June 30 Balance Sheet; and

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(c) a total of 2,647,743 Noah Education Ordinary Shares (the “Share Consideration”), issuable to the Seller on the Closing Date, representing a value of RMB 60 million, based on a 20-day volume weighted average closing price of US$3.32 of Noah Education’s American depositary shares on the New York Stock Exchange as of May 21, 2009, and a RMB/US$ exchange rate of 6.8239.

Section 1.6 Closing.

(a) Subject to the terms and conditions set forth in this Agreement, the closing of the transactions contemplated by Section 1.5 of this Agreement (the “Closing”) will take place on July 2, 2009, at the Hong Kong offices of Latham & Watkins, 41st Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong (or at such other place and on such other day and effective date as mutually agreed to by the parties hereto, the “Closing Date”) as specified by the Buyer in a notice to the Seller duly signed and delivered by the Buyer as promptly as practicable but in any event within five (5) Business Days following the date of the satisfaction or waiver of all of the conditions set forth in Articles VI and VII hereof (other than those that are only capable of being satisfied on or as of the Closing Date).

(b) The Seller shall designate a bank account to receive cash from the Buyer no later than five (5) Business Days prior to the Closing Date or the Payment Date, as applicable.

(c) At or prior to the Closing, the Seller shall deliver to the Buyer the following:

(i) share certificates evidencing all the Shares to be sold by the Seller accompanied by a duly executed instrument of transfer, pre-stamped with HK$5 stamp duty, in favor of the Buyer or its nominee, in respect of all the Shares;

(ii) a duly executed sold note in favor of the Buyer in respect of all the Shares;

(iii) all other previously undelivered documents required by this Agreement and the Ancillary Documents to be delivered by the Seller to the Buyer at or prior to the Closing Date in connection with the transactions contemplated hereby and thereby;

(iv) the resignations, effective as of the Closing, of all of the directors of the Company and the Group Companies, except for such persons as shall have been designated in writing prior to the Closing by the Buyer to Seller to remain in such positions immediately following the Closing;

(v) the respective requisite approvals of the Company and the Group Companies approving (x) the resignations of directors referred to in Subsection(c)(iv) and (y) the appointment of persons designated by the Buyer as directors of the Company and the Group Companies, effective immediately following the Closing; and

(vi) in respect of each Group Company, the certificates of incorporation, common seal (if it exists), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the relevant jurisdiction as are kept by the relevant Group Company or are required by the Law of the jurisdiction where such Group Company is incorporated to be kept by such Group Company.

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(d) At the Closing, the Buyer shall, subject to the Seller’s compliance with Section 1.6(c) and the conditions specified in Article VIII, deliver to the Seller:

(i) the Closing Date Cash Consideration;

(ii) a true copy of the register of members of the Buyer indicating the transfer to the Seller and registration in the name of the Seller in respect of the Share Consideration; and

(iii) a duly executed bought note in favor of the Seller in respect of all the Shares.

(e) The Seller and the Buyer agree that the bought and sold notes and instruments of transfer in respect of the Shares will be submitted to the Stamp Office for adjudication by the Buyer’s solicitors as soon as practicable after Closing (but in any event within two days of the Closing). The Seller will, at Closing, provide to the Buyer’s solicitors copies of its memorandum and articles of association, the Group Companies’ most recent annual accounts and any subsequent management accounts and will, following Closing, promptly provide to the Buyer’s solicitors any other documentation (certified as being true copies where so requested) that the Buyer’s solicitors may reasonably request in connection with the submission to the Stamp Office. The Sellers shall provide to the Buyer’s solicitors a check in favor of “The Government of the Hong Kong Special Administrative Region” equal to the total stamp duty adjudged by the Stamp Office to be payable in connection with the transfer of the Shares immediately on demand by the Buyer’s solicitors.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Buyer as of the date hereof and as of the Closing Date as follows:

Section 1.7 Due Organization, Good Standing and Power.

(a) The Seller is duly organized and validly existing under the laws of the British Virgin Islands, has the corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder.

(b) The Company is a company duly incorporated and validly existing under the laws of the Hong Kong. The Company has the requisite power and authority to own, lease and operate its assets and to conduct the business now being conducted by it.

(c) The Company does not engage in any business other than holding the equity interest in Cartoon Digital. The Company has no liabilities or obligations and is not a party to any Contract, other than (i) this Agreement and the Ancillary Documents to which it is a party, and (ii) any liabilities or obligations relating solely to the transactions contemplated by this Agreement and the Ancillary Documents.

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Section 1.8 Capitalization; Valid Issuance.

The Shares constitute the only whole of the issued and allotted share capital of the Company. The Company does not have any other outstanding ordinary shares, preferred shares, options, warrants, convertible debt convertible into any equity interests, of the Company. All of the Shares were duly authorized for issuance without violation of any preemptive or similar rights and are validly issued and fully paid and nonassessable. The Seller is the only record and beneficial owner of the Shares and has valid title to the Shares, free and clear of any and all Encumbrances (other than Encumbrances in favor of the Buyer). The Seller has the corporate or other applicable organizational power and authority to sell, transfer, assign and deliver the Shares as provided in this Agreement, and such delivery will convey to the Buyer good and valid title to such Shares, free and clear of any and all Encumbrances.

Section 1.9 Group Companies.

(a) The Company does not presently own or control, directly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity, except for a 100% equity interest in Cartoon Digital to be acquired as contemplated by the Ancillary Documents. Cartoon Digital is or will by the Closing Date be, directly and wholly owned by the Company free and clear of all liens, claims, charges and Encumbrances, other than Encumbrances in favor of the Buyer.

(b) No Person other than the relevant holding company within the Group Companies has any direct or indirect right to participate in, or receive any payment based on any amount relating to, the revenue, income, value or net worth of its subsidiaries or any component or portion thereof, or any increase or decrease in any of the foregoing. There is no existing option, warrant, call, right, commitment or other agreement of any character to which the Seller or Group Company is a party requiring, and there are no securities of any Group Company outstanding that upon conversion or exchange would require, the issuance, sale or transfer or repurchase or redemption or otherwise acquisition of any additional shares of capital stock, issued or unissued, or other equity securities of any Group Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of any Group Company or relating to dividends or voting rights. Except as contemplated by the Ancillary Documents, none of the Group Companies is a party to any voting trust, other voting agreement or Contract with respect to any of the Shares or to any agreement relating to the issuance, sale, redemption, transfer or other disposition of the capital stock of any Group Company.

(c) No shares of capital stock or other equity or ownership interests of any Group Company have been issued in violation of any rights, agreements, arrangements or commitments under any provision of applicable Law, the certificate of incorporation or bylaws or comparable organizational documents of any Group Company or any Contract to which any Group Company is a party or by which such Group Company is bound.

Section 1.10 Corporate Records.

The certificates of incorporation, memorandum and articles of association, by-laws or comparable organizational documents and business licenses of each Group Company are in full force and effect. None of the Group Companies is in violation of any of the provisions of its certificate of incorporation, memorandum and articles of association, bylaws or comparable organizational documents. The transfer books and minute books of each Group Company are true and complete in all material respects and record all the matters required to be recorded therein.

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Section 1.11 Financial Statements.

(a) The Seller has delivered to the Buyer complete copies of Cartoon Digital’s audited consolidated balance sheets as of December 31, 2007 and 2008, and the related statements of operations, shareholders’ equity and cash flows for the years ended December 31, 2007 and 2008, together with the notes to such financial statements (the “Financial Statements”). The Financial Statements (i) are true, correct and complete in all material respects and have been prepared in accordance with the books and records of Cartoon Digital and its subsidiaries, (ii) have been prepared in accordance with PRC GAAP applied on a consistent basis throughout the periods indicated therein, and (iii) fairly present, in all material respects, the financial condition and results of operations and cash flows of the business of the Cartoon Digital and its subsidiaries, as of and for the periods to which they relate. For the purposes hereof, the consolidated balance sheet of Cartoon Digital and its subsidiaries as of December 31, 2008 is referred to as the “Balance Sheet” and December 31, 2008 is referred to as the “Balance Sheet Date”. None of the Group Companies has made any changes in its accounting methods or principles since the Balance Sheet Date (other than with respect to provisioning for doubtful accounts and such changes as required by Law or PRC GAAP). The books of account and financial records of the Group Companies have been prepared and are maintained in accordance with sound accounting practice.

(b) Since the Balance Sheet Date, none of the Group Companies has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and, since the Balance Sheet Date, there has not been any material change in the share capital, short-term debt or long-term debt of any of the Group Companies or any Material Adverse Change.

(c) Each of the Group Companies maintains a system of internal accounting controls that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded in reasonable detail, accurately and fairly reflect in all material respects the transactions and dispositions of assets of such entity as necessary to permit preparation of financial statements in conformity with PRC GAAP, (iii) access to material assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate actions are taken with respect to any differences and (v) each of the Group Companies has made and kept books, records and accounts that, in reasonable detail, accurately and fairly reflect in all material respects the transactions and dispositions of assets of such entity and provide a sufficient basis for the preparation of financial statements in accordance with PRC GAAP.

(d) There are no liabilities of any kind whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) of the Group Companies that would be required to be reflected in, or disclosed in the notes to, financial statements prepared in accordance with PRC GAAP other than liabilities and obligations (i) reflected or reserved against on the Balance Sheet or disclosed in the notes thereto, (ii) arising in the ordinary course of the business of the Group Companies since the Balance Sheet Date or (iii) that would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole.

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Section 1.12 Authorization, Enforceability, No Approvals or Conflicts.

(a) The execution and delivery by the Seller or any Group Company of this Agreement or the Ancillary Documents, as applicable, to which the Seller or any Group Company, as applicable, is a party and the performance by the Seller or Group Company, as applicable, of its respective obligations hereunder and thereunder have been duly authorized by all necessary corporate or other applicable organizational action of such the Seller or Group Company. Each of this Agreement and the Ancillary Documents to which the Seller or Group Company is a party has been or will, by the Closing Date, be duly executed and delivered by the Seller or Group Company, as applicable, and, assuming due authorization, execution and delivery by the other party/parties thereto, constitutes a valid and binding agreement of the Seller or Group Company, as applicable, enforceable against the Seller or Group Company, as applicable, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

(b) The execution, delivery and performance by the Seller or Group Company, as applicable, of this Agreement and the Ancillary Documents to which the Seller or Group Company, as applicable, is a party, and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach of the organizational documents of the Seller or any Group Company, (ii) violate, conflict with or result in a breach of, or constitute a default by the Seller or any Group Company (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of the Seller or Group Company or on the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Seller or Group Company or any of their respective properties is bound or (iii) violate or result in a breach of any Governmental Order or Law applicable to the Seller or Group Company or any of their respective properties. Except as set forth on in the Disclosure Schedule, no Governmental Authorizations are required for the execution, delivery and performance by the Seller or Group Company of this Agreement or the Ancillary Documents or the consummation of the transactions hereby or thereby.

Section 1.13 Compliance with Law; Governmental Authorizations.

Except as disclosed in the Disclosure Schedule, none of the Group Companies is in violation of any Governmental Order or Law applicable to them or any of their respective properties. Any violation disclosed in the Disclosure Schedule related to the operation of schools or teaching centers, including the safety certification thereof, would not result in any loss or damage to the Buyer or any of the Group Companies or cause any of the affected schools or teaching centers to be closed or otherwise adversely affect the operations of any of the Group Companies, in each case within six months after the Closing Date. Any such violation will also not result in any termination of leases for the premises of these schools or teaching centers or in any related loss or damage to the Buyer or any of the Group Companies.

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Section 1.14 Licenses.

Except as disclosed in the Disclosure Schedule, each of the Group Companies has obtained all licenses, franchises, concessions, consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all Governmental Authorities necessary to own, license and use its properties and assets and conduct its business in the manner currently conducted and such licenses, consents, authorizations, approvals, orders, certificates or permits contain no materially burdensome restrictions or conditions for the conduct of the Business as currently conducted. No regulatory body is considering modifying, suspending or revoking any such licenses, consents, authorizations, approvals, orders, certificates or permits and each of the Group Companies is in material compliance with the provisions of all such licenses, consents, authorizations, approvals, orders, certificates or permits. Any failure to obtain consents, authorizations, approvals or permits set forth in the Disclosure Schedule relating to the operation of schools or teaching centers, including the safety certification thereof, would not result in any loss or damage to the Buyer or any of the Group Companies or cause any of the affected schools or teaching centers to be closed or otherwise adversely affect the operations of any of the Group Companies, in each case within six months after the Closing Date. Any such violation will also not result in any termination of leases for the premises of these schools or teaching centers or in any related loss or damage to the Buyer or any of the Group Companies.

Section 1.15 Litigation. There are no suits, actions, arbitrations, proceedings or investigations pending or threatened against any of the Group Companies.

Section 1.16 Absence of Certain Changes. Since the Balance Sheet Date, the Business has been conducted in all material respects only in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in the Disclosure Schedule or as contemplated by this Agreement, there has not been:

(a) any damage, destruction or loss (whether or not covered by insurance) materially affecting the business or assets of the Group Companies;

(b) any sale, purchase, option, subscription, warrant, call, commitment or agreement of any character granted or made by any of the Group Companies in respect of its capital stock or other equity interests;

(c) any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of any Group Company or any repurchase, redemption or other acquisition by any Group Company of any outstanding shares of capital stock or other securities of, or other ownership interest in, any Group Company;

(d) any material loans, advances or capital contributions to, or investments in, any Person or payment of any fees or expenses other than salaries and normal business expenses paid to employees in the ordinary course of business, or other than such receivables or payables that will be discharged by the Closing Date;

(e) any acquisition of assets or disposition of assets by any of the Group Companies, excluding (i) any single acquisition or disposition of assets, which does not exceed RMB100,000 and (ii) one or more related acquisitions or dispositions of assets, the aggregate value of which does not exceed RMB150,000;

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(f) any merger or consolidation by any of the Group Companies with any Person;

(g) capital expenditures by any of the Group Companies that in the aggregate exceed RMB150,000;

(h) any incurrence, assumption or guarantee of any Indebtedness by any of the Group Companies, which in aggregate exceeds RMB150,000;

(i) any Encumbrance of material assets of any of the Group Companies, other than Permitted Encumbrances;

(j) other than in the ordinary course of business, any increase in the compensation of employees of any of the Group Companies;

(k) any loan made by any of the Group Companies to any director, officer or other member of senior management of any of the Group Companies other than reasonable travel and business expense advances incurred in the ordinary course of business or such other loans that will be fully repaid by the Closing Date;

(l) any material change in the accounting methods or practices followed by any of the Group Companies (other than such changes that have been required by Law or PRC GAAP); or

(m) any agreement or commitment by any of the Group Companies to do any of the foregoing.

Section 1.17 Tax Matters.

(a) All Tax Returns required to be filed pursuant to applicable Law by or on behalf of any Group Company have been filed in a timely manner (within any applicable extension periods) and are true, correct and complete in all material respects, (ii) all Taxes of the Group Companies have been timely paid in full or will be timely paid in full by the due date thereof if due prior to the Closing Date, except for those contested in good faith, and the Group Companies have adequately provided for all Taxes in the Financial Statements for which they are required to provide, (iii) except as set forth in the Disclosure Schedule, none of the Group Companies has liability for Taxes in excess of the accruals for Taxes reflected on the Financial Statements to the extent such Taxes are required to be accrued under PRC GAAP and (iv) no unresolved claims have been asserted in writing by a Taxing Authority with respect to any Taxes of any of the Group Companies;

(b) Each of the Group Companies is and has been in compliance with all applicable Laws relating to the payment, withholding and exemptions of Taxes and has duly and timely withheld from employee salaries, wages and other compensation and has paid over to the appropriate Taxing Authorities all amounts required to be so withheld and paid over for all periods prior to and including the Closing Date under all applicable Laws;

(c) No submissions made to any Taxing Authority in connection with obtaining Tax exemptions, Tax holidays or reduced Tax rates contained any material misstatement or omission that would have affected the granting of such Tax exemptions, Tax holidays or reduced Tax rates;

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(d) No written claim has been made by any Taxing Authority in any jurisdiction where a Group Company does not file Tax Returns that it is or may be subject to Tax by that jurisdiction. No extensions or waivers of statutes of limitations with respect to any Tax Returns have been given by or requested from any Group Company. There are no audits or investigations by any Taxing Authority of any of the Group Companies in progress nor does any Group Company have actual knowledge of any pending or threatened audit or investigation by any Taxing Authority;

(e) All deficiencies asserted or assessments made against any Group Company as a result of any examinations by any Taxing Authority have been fully paid in accordance with their stipulated due date;

(f) No Group Company is a party to any Tax indemnity, Tax allocation or Tax sharing or similar agreement or arrangement (whether or not written) pursuant to which it could have any obligation to make any payments after the Closing; and

(g) Other than in respect of Taxes not yet due and payable, there are no Encumbrances for Taxes upon the assets of any Group Company.

Section 1.18 Dividends and Distributions.

(a) Retained earnings of the Group Companies, for purposes of declaring and paying dividends, were computed in accordance with PRC GAAP and all dividends paid were declared and paid according to the laws and regulations of the PRC as then in effect. No such dividends or other distributions were subject to withholding or other Tax under the Laws of the PRC that were not paid or withheld and were otherwise free and clear of any other Tax, withholding or regulations in the PRC that were not otherwise paid, withheld or complied with (as the case may be). The Subsidiaries have received the necessary governmental approvals, certificates, permits and other similar permission to pay such dividends as it has as of the date of this Agreement.

(b) All contractual and other payments made by the Group Companies have been made according to the terms and conditions of the Contracts among them and no such payments have been subject to withholding taxes under the laws and regulations of the PRC that have not been withheld and have been otherwise free and clear of any withholding tax in the PRC that were not otherwise withheld.

Section 1.19 Officers, Employees and Labor.

(a) Each of the Group Companies has complied in all material respects with all applicable Laws relating to the employment of labor, including provisions thereof relating to wages, hours, social welfare, equal opportunity and collective bargaining. There is no organized labor dispute or claim pending or threatened, against or affecting any of the Group Companies. There is no organized labor strike or slowdown pending or threatened, against or affecting any of the Group Companies. None of the Group Companies has any Contract with any labor union.

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(b) None of the employees of the Group Companies is obligated under any Contract, or subject to any Governmental Order that would prevent such employees from assigning to a Group Company inventions conceived or reduced to practice or copyrights for materials developed in connection with services rendered to the Group Company. The following do not or will not, as the case may be, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract between any Group Company and such employee: (i) the execution, delivery and performance of any of this Agreement and the Ancillary Documents and (ii) the conduct of the Business of any Group Company as currently conducted.

(c) None of the execution, delivery and performance of any of this Agreement and the Ancillary Documents will constitute an event under any benefit plan or individual agreement that will or may result in any payment (whether of severance pay or otherwise), acceleration, vesting or increase in material benefits with respect to any employee, former employee, consultant, agent or director of the Group Companies.

(d) Except as required by applicable Laws, none of the Group Companies has any obligation or liability to provide retirement, death, disability or other welfare benefits to any of the present or past employees of the Group Companies, or to any other person.

(e) (i) There is no unfair labor practice complaint pending or threatened against any of the Group Companies before any competent Governmental Authority; and (ii) there has been no violation of any laws, regulations, rules, orders, decrees, guidelines, judicial interpretations, notices or other legislation of the PRC, or any other jurisdiction applicable to any of the Group Companies relating to discrimination in the hiring of employees, social welfare benefits, equal opportunity, collective bargaining, promotion or pay of employees, applicable wage or hour laws, the payment or withholding of payroll or similar taxes for employees, or any other applicable law or regulation concerning the employees of the Group Companies.

Section 1.20 Loans. None of the Group Companies has, directly or indirectly, (A) extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer of the Group Companies, or to or for any family member or Affiliate of any director or executive officer of the Group Companies or (B) made any material modification, including any renewal thereof, to any term of any personal loan to any director or executive officer of the Group Companies, or any family member or Affiliate of any such director executive officer, which loan will be outstanding as of the date hereof.

Section 1.21 Share Option and Other Plans. None of the Group Companies has any pension, profit sharing, stock option, employee stock purchase, severance or other plan, program, policy, practice or Contract providing for incentives or other compensation which has been maintained, contributed to, or required to be contributed to by any Group Company for the benefit of any current or former employees, directors or consultants (aside from any salary or commission payable in the ordinary course), or any other employee benefit plan with respect to which any Group Company has or may have any liability or obligation. Except for required contributions or benefit accruals for the current plan year, no material liability has been or is expected to be incurred by any of the Group Companies under or pursuant to any applicable Law relating to benefit plans and no event, transaction or condition has occurred or exists that is reasonably likely to result in any such material liability to any of the Group Companies. The Group Companies have performed in all material respects all obligations required to be performed by them under, are not in default or violation of, and there is not any default or violation by any other party to each plan, program, policy, practice, and each has been established and maintained in all material respects in accordance with its terms and in compliance with applicable Laws.

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Section 1.22 Intellectual Property.

(a) The Group Companies own or have the rights to use all Intellectual Property material to the Business.

(b) None of the Group Companies has taken any action or failed to take any action that could reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any of the registered Intellectual Property material to the Business (including the failure to pay any filing, examination, issuance, post-registration and maintenance fees, annuities and the like).

(c) Each Contract or license pursuant to which (i) any third Person has granted to any Group Company a license or rights to any material Intellectual Property or (ii) any Group Company has granted to a third Person any license or rights to any material Intellectual Property owned by any Group Company, is in full force and effect, and none of the Group Companies is in material default under any of such licenses and no other Person who is a party to any of such licenses is in material default thereunder or has exercised any termination rights with respect thereto (such contracts and licenses the “IP Licenses”).

(d) None of the operations, conduct or products of any Group Company infringes upon or is in violation of any Intellectual Property of any Person.

(e) No Group Company is a party to any pending legal proceedings which involve a claim of infringement, unauthorized use, or violation of any intellectual property right by any Person against such Group Company or challenging the ownership, use, validity or enforceability of, any material Intellectual Property owned by or exclusively licensed to such Group Company, and no Group Company has received any notice or claim challenging a Group Company ownership of any of the Intellectual Property owned (in whole or in part). No Intellectual Property owned by or licensed to the Group Companies is subject to any outstanding order, judgment or decree restricting the use or licensing thereof by the Group Companies.

(f) To the best of the knowledge of the Seller and the Warrantors, no Person is infringing, violating, misusing or misappropriating any Intellectual Property owned by any Group Company, except for such infringement, violation, misuse or misappropriation as would not reasonably be expected to have a Material Adverse Effect on the Group Companies, and no written claims to such effect have been made against any Person by any Group Company.

(g) The consummation of the transactions contemplated hereby and by the Ancillary Documents will not result in the loss or impairment of any Group Company’s right to own or use any of the material Intellectual Property owned by any Group Company.

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Section 1.23 Contracts.

(a) Except as contemplated by The Ancillary Documents, none of the Group Companies is bound by (i) any Contract that contains restrictions with respect to payment of dividends or any other distribution in respect of its capital stock, partnership interests or membership interests; (ii) any Contract requiring the applicable Group Company to make future capital contributions to any entity; (iii) any Contract relating to Indebtedness of the applicable Group Company in excess of RMB150,000 other than as set forth in the Disclosure Schedule; (iv) any loan or advance by a Group Company to, or investment by a Group Company in, any Related Party; (v) any loan or advance in an amount in excess of RMB150,000 (either individually or in the aggregate) to, or investment by a Group Company in, any Person other than a Related Party; (vi) any management, service, consulting or any other similar type of Contract requiring payment of fees in excess of RMB150,000 per annum; (vii) any material warranty, guaranty or similar undertaking with respect to contractual performance extended by any Group Company other than in the ordinary course of business; (viii) any IP License that is material to the business of any Group Company; (ix) any Contract involving payment in excess of RMB150,000 per annum that cannot be terminated by a Group Company that is a party to such Contract without material liability upon less than ninety (90) days’ notice; (x) any Contract that governs any joint venture, partnership or other cooperative arrangement or any other relationship involving a sharing of profits; (xi) any Contract that would result in the merger with or into or consolidation into another Person; (xii) any Contract for the sale of any of the assets of any Group Company with a sale price in excess of RMB150,000; (xiii) any material Contract that requires a consent to or otherwise contains a provision relating to a “change in control”, or any Contract that would prohibit or delay the consummation of the transactions contemplated by this Agreement or the Ancillary Documents or that would trigger, give rise to, accelerate or augment any liabilities or terminate or modify any rights of any Group Company as a result of the consummation of the transactions contemplated hereby and thereby; (xiv) any Contract that restricts the Group Companies from engaging in any line of business in any geographic area or competing with any Person that materially impairs the operation of the Group Companies, individually or taken as whole; or (xvi) any material amendment, modification or supplement in respect of any of the foregoing made other than in the ordinary course of business consistent with past practice (each of (i) to (xvi) above, a “Material Contract”).

(b) Other than Material Contracts that have terminated or expired in accordance with their terms, each Material Contract is a valid and binding agreement of the relevant Group Company and each of the other parties thereto, enforceable against the Group Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law). None of the Group Companies is in breach of, or default under, any Material Contract to which it is a party, except for such breaches or defaults that would not have a Material Adverse Effect on the Group Companies.

Section 1.24 Certain Transactions. None of the Group Companies is indebted, either directly or indirectly, to any Related Party other than for payment of salary for services rendered and reasonable expenses, (ii) no Related Party is indebted to any of the Group Companies or has any direct or indirect ownership interest (other than as a result of any ownership interest held in the Company) in any of the Group Companies, (iii) no Related Party has any direct or indirect ownership interest (other than an equity interest of 5% or less in a publicly traded company), or contractual relationship, with any Person with which any of the Group Companies has a material business relationship or any Person which, directly or indirectly, competes with any of the Group Companies, and (iv) no Related Party is, directly or indirectly, a party to any material Contract with any Group Company.

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Section 1.25 Compliance with Laws.

(a) Except as set forth in the Disclosure Schedule, none of the Group Companies has received any written notice or other communication from any Governmental Authority regarding (A) any actual, alleged, or potential violation of, or failure to comply with, any applicable Law, or (B) any actual, alleged, or potential obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

(b) None of the Group Companies or any director, officer, agent, employee, or any other Person associated with or acting for or on behalf of the foregoing, has offered, paid, promised to pay, or authorized the payment of any money or corporate fraud, or offered, given a promise to give, or authorized the giving of anything of value, to any Government Official, to any political party or official thereof or to any candidate for political office (or to any Person where such Group Company, director, officer, agent, employee or other Person knew that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, political party, party official, or candidate for political office) for any unlawful contribution, gift, entertainment or other unlawful expenses relating to a political activity, or for the purpose of:

(i) (x) influencing any act or decision of such Government Official, political party, party official, or candidate in his or its official capacity, (y) inducing such Government Official, political party, party official or candidate to do or omit to do any act in violation of the lawful duty of such Government Official, political party, party official or candidate, or (z) securing any improper advantage, or (ii) inducing such Government Official, political party, party official, or candidate to use his, hers or its influence with any Governmental Authority to affect or influence any act or decision of such Governmental Authority, in order to assist such Group Company in obtaining or retaining business for or with, or directing business to any Group Company.

(c) Neither the Seller nor the Warrantors, nor any other beneficial owner of any interest in any Group Company, is controlled by a Governmental Authority.

Section 1.26 Environmental Matters.

(a) Each of the Group Companies is in compliance with all applicable Environmental Laws.

(b) None of the Group Companies has received any Environmental Claim or notice of any threatened Environmental Claim.

(c) None of the Group Companies has entered into, has agreed to, or is subject to, any decree or order or other similar requirement of any Governmental Authority under any Environmental Laws.

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(d) None of the Group Companies has released Hazardous Materials into the environment in violation of Environmental Laws or in a manner that would reasonably be expected to result in material liability under Environmental Laws, and to the knowledge of the Seller, no other Person has released Hazardous Materials into the environment at any property currently owned or operated by any of the Group Companies in violation of Environmental Laws or in a manner that would reasonably be expected to result in material liability to any of the Group Companies under Environmental Laws.

Section 1.27 Insurance.

The Disclosure Schedule sets forth a list of the insurance policies of each of the Group Companies as of the date hereof. All such insurance policies are in full force and effect. There are no material claims by the Group Companies under any such insurance policy as to which any insurance policy is denying liability or defending under a reservation of rights clause.

Section 1.28 Personal Property Assets.

(a) Each of the Group Companies has good title to, or holds by valid and existing lease or license, all the material tangible personal property assets reflected as assets of the Group Companies on or assets acquired after the Balance Sheet Date, free and clear of all Encumbrances except for Permitted Encumbrances.

(b) The Group Companies own, or have valid leasehold interests in, all material tangible personal property assets necessary for the conduct of the Business as currently conducted and all such assets are in reasonably good maintenance, operating condition and repair, normal wear and tear excepted, other than machinery and equipment under repair or out of service in the ordinary course of business.

Section 1.29 Real Property.

(a) Leased Properties. The Disclosure Schedule lists all real property leased or subleased by any of the Group Companies as office space. With respect to each such lease and sublease:

(i) such lease or sublease is in full force and effect, in all material respects; and

(ii) (A) No Group Company is, and to the knowledge of the Seller, no other party to the lease or sublease is, in material default beyond any applicable notice, grace or cure period and (B) none of the Group Companies has received a written notice of default with respect to such lease or sublease.

(b) Land Use Rights. The Disclosure Schedule contains a true, correct and complete list of the street address and area of each parcel of real property in which any of the Group Companies holds land use rights (the “Land Use Rights”). With respect to each such parcel of real property:

(i) a Group Company holds good and valid title to such Land Use Rights free and clear of all Encumbrances, except for Permitted Encumbrances and such other Encumbrances set forth in the Disclosure Schedule;

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(ii) a Group Company has paid in full any and all of the land grant premium required under applicable Laws in connection with securing such Land Use Rights; and

(iii) none of the land with respect to which the Land Use Rights relate constitutes “arable land” (as defined under PRC laws) that has been converted to other uses.

Section 1.30 No State Assets. None of the assets of the Group Companies constitute assets owned by a Governmental Authority and, accordingly, are not required to undergo any form of valuation under applicable Law in the PRC governing the transfer of assets owned by a Governmental Authority prior to the consummation of the transactions contemplated herein or in any of the Ancillary Documents to which the Company is a party.

Section 1.31 Brokers. No finder, broker, agent, financial advisor or other intermediary has acted on behalf of the Group Companies or any of their respective Affiliates in connection with the negotiation or consummation of this Agreement or the Ancillary Documents, or any of the transactions contemplated hereby or thereby.

Section 1.32 Investment. The Seller confirms that any Noah Education Ordinary Shares to be received by the Seller will be acquired for investment for the account of the Seller, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that the Seller has no present intention of selling, granting any participation in, or otherwise distributing any of the Noah Education Ordinary Shares. By executing this Agreement, the Seller further represents that it has no Contract, undertaking, agreement, or arrangement with any Person to sell, transfer, or warrant participation to that Person or to any third Person, with respect to any of the Noah Education Ordinary Shares.

Section 1.33 Accredited Investor; Foreign Investor. The Seller is not involved in a plan or scheme designed to evade the registration provisions of the Securities Act and is not presently, and will not be as of the Closing Date, a “U.S. person” within the meaning of Regulation S of the rules and regulations promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS

Each of the Warrantors, jointly and severally, represents and warrants to the Buyer as of the date hereof and as of the Closing Date, on the terms of Sections 3.3 through 3.25 hereunder and as follows:

Section 1.34 Capacity. Each Warrantor has the requisite capacity to execute and deliver this Agreement and perform his or her obligations hereunder.

Section 1.35 Authorization, Enforceability. Each of this Agreement and the Ancillary Documents to which each Warrantor is a party has been or will, by the Closing Date, be duly executed and delivered by such Warrantor, as applicable, and, assuming due authorization, execution and delivery by the other party/parties thereto, constitutes a valid and binding agreement of such Warrantor, enforceable against him or her in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

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Section 1.36 No Approvals or Conflicts. The execution, delivery and performance by each Warrantor of this Agreement and the Ancillary Documents to which each Warrantor is a party, and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach of the organizational documents of any Group Company, (ii) violate, conflict with or result in a breach of, or constitute a default by any Group Company (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of the Group Company under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Group Company or any of its properties is bound or (iii) violate or result in a breach of any Governmental Order or Law applicable to the Group Company or any of their respective properties. Except as set forth on in the Disclosure Schedule, no Governmental Authorizations are required for the execution, delivery and performance by each Warrantor of this Agreement or the Ancillary Documents or the consummation of the transactions hereby or thereby.

REPRESENTATIONS AND WARRANTIES OF BUYER

The Buyer hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date (except as otherwise provided) as though made as of the Closing Date as follows:

Section 1.37 Organization. The Buyer is a corporation duly incorporated and validly existing under the laws of the Cayman Islands. The Buyer has all requisite corporate power and authority to own its assets and to carry on its business as now being conducted by it.

Section 1.38 Authorization, Enforceability. The Buyer has the corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder. The execution and delivery of this Agreement by the Buyer and the performance by it of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Buyer and no other corporate or stockholder proceedings or actions are required to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid and binding agreement of the Buyer, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Section 1.39 No Approvals or Conflicts. The execution, delivery and performance by the Buyer of this Agreement and the consummation by the Buyer of the transactions contemplated hereby do not and will not (i) violate, conflict with or result in a breach by the Buyer of the certificate of incorporation or memorandum and articles of association of the Buyer, (ii) violate, conflict with or result in a breach of, or constitute a default by the Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of the Buyer under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Buyer or any of its properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to the Buyer or any of its properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not reasonably be expected to have a Material Adverse Effect on the Buyer, or as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party.

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Section 1.40 Litigation. Except as disclosed in the Buyers annual report on Form 20-F filed with the U.S. Securities and Exchange Commission on November 17, 2008, there are no suits, actions, arbitrations, proceedings or investigations pending or, to the knowledge of the Buyer, threatened against the Buyer.

Section 1.41 Validity of Share Consideration. The Noah Education Ordinary Shares issuable as the Share Consideration will be duly authorized for issuance prior to the Closing and, when issued and delivered in accordance with the provisions of this Agreement, will be validly issued and fully paid and nonassessable and free from any Encumbrance; and the issuance of such Noah Education Ordinary Shares will not be subject to preemptive or other similar rights and such delivery will convey to the Seller good and valid title to such Noah Education Ordinary Shares, free and clear of any and all Encumbrances (other than in connection with applicable securities laws).

Section 1.42 SEC Filings. The Buyer has timely filed or furnished all documents required to be filed or furnished by it with the U.S. Securities and Exchange Commission (the “SEC”) since October 18, 2007 (the “the Buyer SEC Documents”). As of their respective dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, and none of the Buyer SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Buyer included in the Buyer SEC Documents (a) have been prepared from the books and records of the Buyer and its subsidiaries, (b) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been, and will be, prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as may be indicated therein or in the notes thereto) and (c) present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Buyer and its consolidated subsidiaries as of the dates or for the periods indicated therein, subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (which are not, in the aggregate, material to the Buyer) and the absence of footnote disclosure.

Section 1.43 No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, the Buyer makes no other express or implied representation or warranty to the Seller.

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COVENANTS AND AGREEMENTS

Section 1.44 Conduct of Business Prior to the Closing.

(a) From and after the date of this Agreement and until the Closing Date, each of the Seller and the Warrantors shall, and shall cause the Group Companies to (i) conduct the Business in the ordinary course of business consistent with commercially reasonable practice, (ii) not enter into a new line of business and (iii) use commercially reasonable efforts to maintain current relationships with suppliers, customers and others having material business relationships with the Group Companies. Except as contemplated by this Agreement, the Seller and the Warrantors shall not, and each of them shall cause the Group Companies not to do any of the following from and after the date of this Agreement and until the Closing Date without the prior written consent of the Buyer:

(i) except for purchases and sales by a Group Company to or from another Group Company, purchase, sell or issue any of their capital stock or other equity interests or grant or make any option, subscription, warrant, call, commitment or agreement of any character in respect of their capital stock or other equity interests;

(ii) issue or pay any dividends (other than dividends issued or paid on or before May 30, 2009);

(iii) conduct any split, recombination or reclassification or issuance of capital stock;

(iv) other than in the ordinary course of business consistent with past practice, sell or otherwise dispose of assets with value in the aggregate in excess of RMB150,000;

(v) acquire assets having an aggregate value exceeding RMB150,000 in aggregate, excluding (A) capital expenditures permitted by clause (viii) below, and (B) acquisitions in the ordinary course of business;

(vi) merge or consolidate with any Person;

(vii) and other than in the ordinary course of business, make capital expenditures in excess of RMB150,000 in aggregate;

(viii) make any loans or advances, or incur, assume or guarantee any Indebtedness, in excess of RMB150,000 in aggregate, other than in each case in the ordinary course of business;

(ix) incur any Encumbrance of material assets, other than Permitted Encumbrances;

(x) increase the compensation of employees of the Group Companies other than (A) in the ordinary course of business or (B) as required by any agreement in effect as of the date hereof or as required by Law;

(xi) make any material change in the accounting methods or practices followed by any of the Group Companies (other than with respect to provisioning for doubtful accounts and such changes as are required by Law or PRC GAAP);

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(xii) other than as required pursuant to PRC Law, change any method of Tax accounting, make or change any Tax election, file any amended Tax Return, settle or compromise any material Tax liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes, enter into any closing agreement with respect to any Tax or surrender any right to claim a Tax refund;

(xiii) other than in the ordinary course of business, enter into any Contract that would be a Material Contract;

(xiv) enter into any partnership, limited liability company or joint venture agreement other than in the ordinary course of business;

(xv) other than in the ordinary course of business, terminate or make any material amendment to a Material Contract;

(xvi) grant any waiver or release under any confidentiality or similar agreement;

(xvii) other than (A) in the ordinary course of business, or (B) as required by Law, enter into, adopt or amend any employment agreement or employee benefit plan with or for the benefit of any of its employees, or terminate any employment relationships with Key Company Employees or, as would have a Material Adverse Effect on the Group Company or the conduct of the Business of the Group Company, terminate employment relationships of any other employees or number of employees of the Group Companies;

(xviii) purchase, cancel or terminate any insurance policy naming any of the Group Companies as a beneficiary or a loss payee other than in the ordinary course of business;

(xix) amend any of its organizational documents; or

(xx) agree or commit to do any of the foregoing.

Section 1.45 Filings and Consents. The Seller and the Buyer shall use all best efforts to do all things necessary, proper and desirable to obtain and to cooperate in obtaining any consent, approval, authorization or order of, and in making any registration or filing with, any Governmental Authority or other Person required in connection with the execution, delivery or performance of this Agreement, including any applicable filings pursuant to (i) any antitrust regulation, and (ii) any other applicable filings or consents. The Seller and the Buyer shall pay all filing fees required to be paid in connection with their respective filings to be made under each such law or regulation.

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Section 1.46 Third Party Consents. The Seller and the Warrantors shall, and shall cause the Group Companies to, use commercially reasonable best efforts to obtain all consents of any parties to any Material Contract as are required thereunder in connection with the transactions contemplated by this Agreement and the Ancillary Documents or for any such Material Contracts to remain in full force and effect immediately following the Closing, all of which are set forth in the Disclosure Schedule. In the event that the other parties to any such Material Contract conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Material Contract, the Company shall be responsible for making all payments required to obtain such consent, waiver or approval.

Section 1.47 Tax Matters; Cooperation; Preparation of Returns; Tax Elections.

(a) The Seller shall (i) consult with the Buyer as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Buyer, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior to the Closing for the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the Closing. The Seller shall, and shall cause the Group Companies to, retain all books and records with respect to Taxes pertaining to the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by the Buyer, any extensions thereof). At the end of such period, the Seller shall provide the Buyer with at least sixty (60) days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records.

(b) The Seller shall cause to be prepared all Tax Returns in respect of any of the Group Companies for any taxable year ending on or before the Closing Date. The Seller shall cause the Group Companies to timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax Returns.

(c) The Seller, shall, or shall cause relevant equity holders of the Group Companies to, pay all transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the transfer of the Shares by the Seller to the Buyer and the transfer of all equity interests in the Group Companies held by their equity holders to the Seller (or Persons designated by the Buyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby.

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Section 1.48 Employees; Benefit Plans. Nothing herein expressed or implied shall confer upon any of the employees of the Seller, the Buyer, the Group Companies, or any of their Affiliates, any additional rights or remedies, including any additional right to employment, or continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Agreement or the Ancillary Documents.

Section 1.49 Related Party Accounts. Prior to the Closing Date, the Seller shall, and shall cause the Group Companies to extinguish, on terms and conditions to the Buyer’s satisfaction, all Related Party Accounts, so that there will be no Related Party Accounts outstanding upon the Closing. The Seller shall provide to the Buyer, at least five (5) days prior to the Closing Date, a schedule listing all remaining Related Party Accounts. As used herein, “Related Party Accounts” means with respect to each Group Company, all indebtedness, liability or payables owing by such Group Company to any of its Related Parties.

Section 1.50 Non-Violation. Prior to the Closing Date, the Seller and the Warrantors shall not, and each of them shall cause any Group Company not to, without the prior written consent of the Buyer, knowingly take any action that would result in any of the representations, warranties or covenants contained in this Agreement and in the Ancillary Documents becoming untrue or incapable of performance, as applicable. The Seller and the Warrantors shall promptly advise the Buyer of any action or event of which any of them becomes aware that has the effect of rendering any such covenants incapable of performance.

Section 1.51 Confidentiality. Each party hereto shall keep confidential, and shall cause its officers, directors, employees, counsel, investment bankers, consultants and other representatives to keep confidential, the terms and conditions of this Agreement and of any Ancillary Document (collectively, the “Confidential Information”), and shall use, and shall cause its officers, directors, employees, counsel, investment bankers, consultants and other representatives to use, the Confidential Information, except as the parties hereto mutually agree in writing otherwise, only in connection with the evaluation of the transactions contemplated by this Agreement and the Ancillary Documents provided that any party may disclose Confidential Information (i) to its officers, directors, employees, counsel, investment bankers, consultants and other representatives who need to know such information for the purpose of the performance of its obligations in connection herewith and with the Ancillary Documents (it being understood that such party will cause each Person to whom it has disclosed such Confidential Information to treat such information in a confidential manner), (ii) in the event that such party or its officers, directors, employees, counsel, investment bankers, consultants and other representatives or affiliates are required to disclose such information in connection with any judicial or administrative proceeding subject to such party provide each other party hereto in advance of such disclosure notice of such requirements, (iii) to the extent advised by competent legal advisors that such disclosure is required by applicable Law and so long as, where such disclosure is to a Governmental Authority, such party shall use all reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed, and (iv) to the extent required by the rules of the SEC and any stock exchange.

Section 1.52 No Transfer by the Seller. From the date of this Agreement through the Closing Date, the Seller shall not transfer or grant or permit or allow the creation of and Encumbrance, directly or indirectly, any interest in the Company or the entity through which it holds its interest in the Company without the prior written approval of the Buyer.

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Section 1.53 Leisen Transfer; Education Technology; Spin-Off. The Seller shall (i) cause all holders of outstanding equity interests in Leisen to transfer, prior to the Closing, their respective equity interests in such entity to a Person designated by the Buyer (the “Leisen Transfer”) pursuant to Leisen Share Purchase Agreement in the form attached hereto as Exhibit B, (ii) cause all holders of outstanding equity interests in Education Technology to transfer, prior to the Closing, their respective equity interests in such entity to Du Tianming, Du Liangdong and Xingchen Management or a third party (the “Education Technology Transfer”) and (iii) transfer and otherwise dispose of certain assets by the Seller and the Buyer and the associated liabilities (“Spin-off”), each on the terms of the applicable Ancillary Documents.

Section 1.54 Other Restructuring. The Seller shall cause the Group Companies to complete the restructuring of the Group Companies set forth in the Restructuring Memorandum, each according to the terms of the applicable Ancillary Documents.

Section 1.55 Non-competition.

(a) After the Closing Date, each of the Seller and the Warrantors shall not:

(i) directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation or control of, be employed by, associated with, or in any manner connected with, or render services or advice to, any business whose products or activities compete in whole or in part with the products or activities of the Group Companies within the PRC; provided, however, that Seller and the Warrantors may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. Each of the Seller and the Warrantors agrees that this covenant is reasonable with respect to its duration, geographical area, and scope;

(ii) directly or indirectly, either for itself, himself or any other Person, (A) induce or attempt to induce any employee of a Group Company to leave the employ of such Group Company, (B) in any way interfere with the relationship between a Group Company and any of its employees, (C) employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee of a Group Company, or (D) induce or attempt to induce any customer, supplier, licensee, or business relation of a Group Company to cease doing business with such Group Company, or in any way interfere with the relationship between any customer, supplier, licensee, or business relation of a Group Company; and

(iii) directly or indirectly, either for itself, himself or any other Person, solicit the business of any Person known to it or him to be a customer of a Group Company, whether or not it or he had personal contact with such Person, with respect to products or activities that compete in whole or in part with the products or activities of the Group Companies.

(b) In the event of a breach by the Seller or any Warrantor of any covenant set forth in Section 1.55(a), the term of such covenant in respect of the person in breach will be extended by the period of the duration of such breach.

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Section 1.56 Further Actions. Each of the parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary under applicable Law, and execute and deliver such documents and other papers, as may be required to consummate the transactions contemplated by this Agreement and by the Ancillary Documents.

Section 1.57 Delivery of June 30 Balance Sheet. The Seller shall deliver to the Buyer, prior to the Closing Date, a balance sheet of Cartoon Digital, and a certificate signed by the Seller that such balance sheets (i) are true, correct and complete in all material respects and have been prepared in accordance with the books and records of Cartoon Digital and its subsidiaries, as applicable, (ii) have been prepared in accordance with PRC GAAP applied on a consistent basis throughout the periods indicated therein, and (iii) fairly present, in all material respects, the assets, liabilities and shareholders’ equities of Cartoon Digital and its subsidiaries, as of the period to which they relate.

Section 1.58 Cartoon Digital Acquisition. The parties agree that the Buyer shall provide the Company a loan pursuant to the terms and conditions of a loan agreement and related security documents to be mutually agreed between the parties (the “Acquisition Loan Documents”) for the sole purpose to finance, prior to the Closing, in whole or in part, the price payable by the Company to Du Tianming, Du Liangdong and Xingchen Management of the entire equity interest in Cartoon Digital pursuant to the Cartoon Digital Acquisition Agreement in the form attached hereto as Exhibit C.

Section 1.59 Lock-up of Share Consideration. During the periods specified below, the Seller will not, without the prior written consent of the Buyer, directly or indirectly, offer, sell, contract to sell, pledge, lend, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, or enter into any swap or other transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) any Noah Education Ordinary Shares issued to the Seller as Share Consideration:

(a) during the period from the Closing Date to but not including the second anniversary of the Closing Date, the restrictions will apply to all of the Noah Education Ordinary Shares;

(b) during the period from the second anniversary to the but not including the third anniversary of the Closing Date, the restrictions will apply to number representing two-thirds of the Noah Education Ordinary Shares;

(c) during the period from the third anniversary to the but not including the fourth anniversary of the Closing Date, the restrictions will apply to number representing one-third of the Noah Education Ordinary Shares; and

(d) after the fourth anniversary of the Closing Date, the restrictions will cease to apply to all of the Noah Education Ordinary Shares.

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CONDITIONS TO THE OBLIGATIONS OF SELLER

The obligation of the Seller to effect the Closing under this Agreement as specified below is subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions, unless validly waived in writing by the Seller.

Section 1.60 Representations and Warranties. The representations and warranties made by the Buyer in this Agreement, disregarding all qualifications and exceptions as to materiality and Material Adverse Effect on the Buyer, shall be true and correct as of the Closing Date as though such representations and warranties were made at such date (except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date), with only such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Buyer.

Section 1.61 Performance. The Buyer shall have performed and complied in all material respects with all agreements and obligations required by this Agreement and the Ancillary Documents to be so performed or complied with by it prior to the Closing Date.

Section 1.62 No Material Adverse Change. Since the date of this Agreement, there shall not have been any Material Adverse Change in respect of the Buyer that is continuing as of the Closing Date.

Section 1.63 Officer’s Certificate. The Buyer shall have delivered to the Seller a certificate, dated as of the Closing Date and executed by an executive officer of the Buyer, certifying to the fulfillment of the conditions specified in Section 1.60 through Section 1.62 hereof.

CONDITIONS TO BUYER’S OBLIGATIONS

The obligation of the Buyer to effect the Closing under this Agreement as specified below is subject to the satisfaction, at or prior to the Closing Date, as applicable, of each of the following conditions, unless waived in writing by the Buyer.

Section 1.64 Representations and Warranties. The representations and warranties made by the Seller and the Warrantors in this Agreement, disregarding all qualifications and exceptions as to materiality and Material Adverse Effect, shall be true and correct as of the Closing Date as though such representations and warranties were made at such date (except that any representations and warranties that are made as of a specified date shall be true and correct as of such specified date), with only such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Group Companies or the Seller.

Section 1.65 Performance.

(a) Performance. The Seller and the Warrantors shall have performed and complied in all material respects with all agreements and obligations required by this Agreement and the Ancillary Documents to be performed or complied with by them prior to the Closing Date. No event of default or incipient default or breach under the Acquisition Loan Documents or any other Ancillary Document has occurred and is continuing or will result from the transactions contemplated in this Agreement.

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(b) Proceedings and Documents. All corporate and other proceedings that are required to be performed in connection with the transactions contemplated by this Agreement and the Ancillary Documents at the Closing shall have been performed. The Buyer shall have received a copy of the board resolutions and shareholders resolutions of the Seller approving the transactions contemplated hereunder.

(c) No Material Adverse Change. Since the Balance Sheet Date there shall not have been any Material Adverse Change in respect of the Group Companies that is continuing as of the Closing Date.

Section 1.66 Liabilities. The Seller will have taken such action, or have caused the Group Companies to have taken such action, such that none of the Group Companies has any outstanding liabilities, other than (i) the Bank Obligations, (ii) Indebtedness pursuant to the Acquisition Loan Documents, (iii) current liabilities that represent the unpaid balance of purchase price for assets on the June 30 Balance Sheet, and (iv) advances from suppliers or franchisees to the extent of the amount representing services to be performed after June 30, 2009.

Section 1.67 Officer’s Certificate. The Seller shall have delivered to the Buyer a certificate, dated as of the Closing Date and executed by a director of the Seller, certifying to the fulfillment of the conditions specified in Section 1.64 through Section 1.66 hereof to the extent such conditions relate to the Company.

Section 1.68 Employment Agreements. As of the Closing Date, (a) Du Tianming shall have entered into an Employment Agreement with the Buyer substantially in the form of Exhibit A attached hereto, and (b) each Key Company Employee shall have entered into a Key Company Employee Agreements with Cartoon Digital, and each such agreement shall be in full force and effect.

Section 1.69 Opinions of Counsel. The Buyer shall have received from PRC counsel to the Seller and the Group Companies written opinions dated and delivered as of the Closing Date in form and substance satisfactory to the Buyer.

Section 1.70 Cartoon Digital Acquisition. The Company shall have consummated the Cartoon Digital Acquisition pursuant to the Cartoon Digital Acquisition Agreement.

Section 1.71 Leisen Transfer. The Seller and the Group Companies shall have consummated Leisen Transfer pursuant to the Leisen Share Purchase Agreement.

Section 1.72 Education Technology Transfer. The Seller and the Group Companies shall have consummated the Education Technology Transfer.

Section 1.73 Spin-Off. The Seller and the Group Companies shall have consummated the spin-off referred to in Section 1.53.

Section 1.74 Restructuring. The Seller and the Group Companies shall have consummated the restructuring referred to in Section 1.54.

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Section 1.75 Injunctions. At the Closing Date, there shall not be in effect any Law or Governmental Order directing that the transactions provided for herein not be consummated as provided herein or which has the effect of rendering it impossible to consummate such transactions.

Section 1.76 Financial Statements. The Seller shall have delivered to the Buyer the June 30 Balance Sheet and the Buyer shall have become satisfied that the June 30 Balance Sheet accurately reflects the assets and liabilities of the Company and Cartoon Digital as of such date.

Section 1.77 Related Party Accounts. The Seller shall have delivered to the Buyer documents in form and substance satisfactory to the Buyer that all Related Party Accounts referred to in Section 1.49 have been discharged.

TERMINATION

Section 1.78 Termination.

This Agreement may be terminated at any time prior to the Closing Date:

(a) by the mutual written consent of the Seller and the Buyer;

(b) by either the Seller or the Buyer, if any Governmental Authority of competent jurisdiction shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such order, decree or ruling or other action shall have become final and nonappealable;

(c) by the Buyer, if any of the Seller, the Warrantors or Group Companies breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement or any Ancillary Document and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 1.64 or Section 1.65, (B) cannot be or has not been cured within 30 days following written notice of such breach or failure to perform and (C) has not been waived by the Buyer;

(d) by the Seller, if the Buyer breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 1.60, Section 1.61 or Section 1.62, (B) cannot be or has not been cured within 30 days following written notice of such breach or failure to perform and (C) has not been waived by the Seller; or

(e) by either the Seller or the Buyer, if the Closing Date shall not have occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before August 1, 2009 (the “Long-Stop Date”), provided that the Seller may not terminate this Agreement pursuant to this Section 1.78(e) if it has willfully and intentionally taken action to cause any of the conditions set forth in Article VII to not be satisfied by the Buyer as of the Long-Stop Date;

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(f) by the Buyer, upon the Seller’s failure to effect the purchase and sale as provided herein; provided that each of the conditions set forth in Article VII have been satisfied by the Buyer or waived by the Seller (other than those that are only capable of being satisfied on or as of the Closing Date); or

(g) by the Seller, upon the Buyer’s failure to effect the purchase and sale as provided herein; provided that each of the conditions set forth in Article VIII have been satisfied by the Seller or waived by the Buyer (other than those that are only capable of being satisfied on or as of the Closing Date).

Section 1.79 Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 1.78 hereof, written notice thereof shall forthwith be given to all other parties. If this Agreement is terminated and the transactions contemplated by this Agreement are abandoned as provided herein:

(a) the Buyer will redeliver or at its option destroy to the Seller all documents, work papers and other material of the Seller relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof (provided that the Buyer may keep a copy of all such materials for evidentiary purposes only);

(b) The provisions of Section 1.51 shall continue in full force and effect; and

(c) Subject to Section 1.78, Section 1.83(b) and Section 1.83(c), no party to this Agreement will have any liability under this Agreement to any other except (i) that nothing herein shall relieve any party from any liability for any willful breach of any of the representations, warranties, covenants and agreements set forth in this Agreement, and (ii) as contemplated by paragraph (b) above.

INDEMNIFICATION

Section 1.80 Indemnification by the Seller and the Warrantors.

(a) Subject to the limits set forth in this Article X, from and after the Closing Date, to the extent permitted by law, the Seller and the Warrantors, jointly and severally, shall indemnify, defend and hold the Buyer, its Affiliates (including the Company and its Affiliates) and their respective officers, directors, stockholders, employees, agents and representatives harmless from and in respect of any and all losses, damages, costs, penalties, assessments, fines and expenses (including reasonable fees and expenses of counsel and other professional advisers) (collectively, “Losses”), that they actually incur arising out of, relating to or due to (i) any breach of any representation or warranty by the Seller or any Warrantor contained in Article III or IV this Agreement, (ii) any breach by any the Seller or any Warrantor of any covenant of the Seller or any Warrantor in this Agreement, (iii) any liability, including contingent liability, not disclosed in the June 30 Balance Sheet first delivered by the Seller, that arose or is attributable to events occurring prior to the Closing.

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(b) The representations and warranties contained in Articles III or IV of this Agreement will survive the Closing for a period of 18 months after the Closing Date, except that (i) the representations and warranties set forth in Section 1.17 and its related representation made by the Warrantors under Article IV will survive the Closing until six months year after the expiration of the applicable statute of limitations; and (ii) any claim made with reasonable specificity by the party seeking to be indemnified will survive until such time as such claim is finally and fully resolved so long as such claim is brought prior to the expiration of the applicable survival period set forth in this Section 1.80(b). Each covenant or agreement of the Seller and the Warrantors in this Agreement shall survive the Closing until six months from the time performance of such covenant or agreement is contemplated; provided that any claim made with reasonable specificity by the party seeking to be indemnified shall survive until such time as such claim is finally and fully resolved so long as such claim is brought prior to the expiration of the applicable survival period set forth in this Section 1.80(b).

Section 1.81 Indemnification by the Buyer.

(a) Subject to the limits set forth in this Article X, from and after the Closing Date, to the extent permitted by law, the Buyer shall indemnify, defend and hold the Seller harmless from and in respect of any and all Losses that they may incur arising out of or due to any breach of any representation, warranty, covenant or other agreement of the Buyer contained in this Agreement provided that, with respect to all Losses indemnifiable pursuant to this paragraph (a) arising from the failure of a representation or warranty herein by the Buyer to be true and correct, the Seller shall not be entitled to recover more than the amount of the Aggregate Consideration payable by the Buyer pursuant to Section 1.5(a) and (b).

(b) The representations and warranties of the Buyer contained in this Agreement shall survive the Closing for a period of nine months after the Closing.

Section 1.82 Notice and Opportunity to Defend. If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 1.80 and Section 1.81, the party or parties seeking indemnification pursuant to this Article X (the “Indemnified Party”) shall notify the other party or parties obligated to provide indemnification pursuant to this Article IX (the “Indemnifying Party”) promptly; provided that the failure to provide such prompt notice will not relieve the Indemnifying Party of its obligations hereunder. In case any such action shall be brought against any Indemnified Party, it shall notify the Indemnifying Party of the commencement thereof, and the Indemnifying Party shall be entitled and obligated to assume the defense thereof, with counsel selected by the Indemnifying Party, and the Indemnified Party or Indemnified Parties party shall have the right to participate at its or their own expense in the defense of such action or asserted liability; provided that, in the event the Indemnifying Party fails to effectively assume such defense after three (3) months, the Indemnified Party shall be entitled at its discretion to assume such defense, with counsel selected by the Indemnified Party or Indemnified Parties, and the Indemnifying Party shall be liable to the Indemnified Party or Indemnified Parties for the legal expenses of such counsel and any such expenses subsequently incurred by such Indemnified Party or Indemnified Parties in connection with the defense thereof. The Indemnifying Party and any such Indemnified Party agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such action or asserted liability. Any party assuming the defense of an action shall not effect any settlement or compromise (i) without the written consent of the other party (which consent shall not be unreasonably withheld or delayed).

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MISCELLANEOUS

Section 1.83 Fees and Expenses; Liquidated Damages.

(a) Except as otherwise provided in this Agreement, each of the Buyer, on one hand, and the Seller, on the other hand, shall pay all of their respective out-of-pocket fees and expenses in connection with the preparation and negotiation of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby.

(b) If this Agreement is terminated by the Buyer pursuant to Section 1.78(f) (other than as a result of the non-fulfillment of any condition precedent because of the failure to obtain any required Government Authorizations that is not attributable to the default or neglect on the part of the Seller), the Seller shall pay to the Buyer an amount in cash equal to RMB 8.7 million in the form of liquidated damages and not as a penalty (the “the Buyer’s Liquidated Damages”). Such amount shall be paid by the Seller within five (5) Business Days of receipt of written notice from the Buyer. The Parties agree that the provisions of this Section 1.83(b) are reasonable and necessary for the protection of the Buyer, and further agree that the said provisions are not excessive or unduly onerous upon the Seller. However, it is hereby agreed and declared that if any of such provisions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the Buyer, but would be valid if part of the wording thereof were deleted or the amount of the Buyer’s Liquidated Damages reduced or the scope of the provisions reduced, the said provisions shall apply with such modification or modifications as may be necessary to make them valid and effective.

(c) If this Agreement is terminated by the Seller pursuant to Section 1.78(g) (other than as a result of the non-fulfillment of any condition precedent because of the failure to obtain any required Government Authorizations that is not attributable to the default or neglect on the part of the Buyer), the Buyer shall pay to the Seller an amount in cash equal to RMB 8.7 million in the form of liquidated damages and not as a penalty (the “the Seller’s Liquidated Damages”). Such amount shall be paid by the Buyer within five (5) Business Days of receipt of written notice from the Seller. The Parties agree that the provisions of this Section 1.83(c) are reasonable and necessary for the protection of the Seller, and further agree that the said provisions are not excessive or unduly onerous upon the Buyer. However, it is hereby agreed and declared that if any of such provisions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the Seller, but would be valid if part of the wording thereof were deleted or the amount of the Seller’s Liquidated Damages reduced or the scope of the provisions reduced, the said provisions shall apply with such modification or modifications as may be necessary to make them valid and effective.

Section 1.84 Governing Law. This Agreement shall be construed under and governed by the laws of Hong Kong.

Section 1.85 Amendment. This Agreement may not be amended, modified or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

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Section 1.86 No Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the Buyer, in the case of assignment by the Seller, and the Seller, in the case of any assignment by the Buyer, provided that the Buyer may assign its rights to acquire and hold the Shares acquired hereunder to an Affiliate.

Section 1.87 Waiver. Any of the terms or conditions of this Agreement which may be lawfully waived may be waived in writing at any time by each party which is entitled to the benefits thereof. Any waiver of any of the provisions of this Agreement by any party hereto shall be binding only if set forth in an instrument in writing signed on behalf of such party. No failure to enforce any provision of this Agreement shall be deemed to or shall constitute a waiver of such provision and no waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 1.88 Notices.

(a) Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if (i) personally delivered, (ii) sent by a nationally recognized overnight courier service to the recipient at the address below indicated or (iii) delivered by facsimile which is confirmed in writing by sending a copy of such facsimile to the recipient thereof pursuant to clause (i) or (ii) above:

If to the Buyer:

Noah Education Holdings Ltd.

10th Floor B Building

Futian Tian’an Hi-Tech Venture Park

Futian District, Shenzhen

Guangdong Province 518048

People’s Republic of China

Attn: Dora Li, Chief Financial Officer

Tel: +86 755 8343 2800

Fax: +86 755 8204 9670

E-mail: lidm@noahedu.com

with copies to

Latham & Watkins

41/F, One Exchange Square

8 Connaught Place

Central, Hong Kong

Attn: Eugene Lee, Esq.

Tel: +852 2522 7886

Fax: +852 2522 7006

Email: eugene.lee@lw.com

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If to the Seller:

Sunshine Nation Limited

c/o Little Star Education Group

5^th Floor, Wu Yi Xin Gan Xian

717 Wu Yi Road, Tianxin District

Changsha

Hunan Province 410005

People’s Republic of China

Attn: HUANG MEI

Tel: +86 731 268 2655

Fax: +86 731 268 2660

E-mail: hhm999@163.com

If to the Warrantors:

c/o DU TIANMING

Little Star Education Group

5^th Floor, Wu Yi Xin Gan Xian

717 Wu Yi Road, Tianxin District

Changsha

Hunan Province 410005

People’s Republic of China

Tel: +86 731 268 2655

Fax: +86 731 268 2660

E-mail:donnydong@sina.com.cn

or to such other address as any party hereto may, from time to time, designate in a written notice given in like manner.

(b) Except as otherwise provided herein, any notice under this Agreement will be deemed to have been given (x) on the date such notice is personally delivered or delivered by facsimile or (y) the next succeeding Business Day after the date such notice is delivered to the overnight courier service if sent by overnight courier; provided that in each case notices received after 4:00 p.m. (local time of the recipient) shall be deemed to have been duly given on the next Business Day.

Section 1.89 Complete Agreement. This Agreement, the Ancillary Documents and the other documents and writings referred to herein or delivered pursuant hereto contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 1.90 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

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Section 1.91 Publicity. The Seller and the Buyer will consult with each other and will mutually agree upon any publication or press release of any nature with respect to this Agreement or the transactions contemplated hereby and shall not issue any such publication or press release prior to such consultation and agreement except as may be required by applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, in which case the party proposing to issue such publication or press release shall make all reasonable efforts to consult in good faith with the other party or parties before issuing any such publication or press release and shall provide a copy thereof to the other party or parties prior to such issuance.

Section 1.92 Severability. Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.

Section 1.93 Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person or corporation, other than the parties hereto and their permitted successors or assigns, any rights or remedies under or by reason of this Agreement.

Section 1.94 Dispute Resolution.

(a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved through consultation. Such consultation shall begin immediately after one party hereto has delivered to any other party hereto a written request for such consultation. If within thirty (30) days following the date on which such notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of any party to such dispute with notice to the others.

(b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”). There shall be three (3) arbitrators. Each opposing party to a dispute shall be entitled to appoint one arbitrator, and the third arbitrator shall be jointly appointed by the disputing parties or, failing such agreement by thirty (30) days after the appointment by each party of its arbitrator, the HKIAC shall appoint the third arbitrator.

(c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the UNCITRAL Arbitration Rules as administered by the HKIAC at the time of the arbitration.

(d) Each party hereto shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the others in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party.

(e) The award of the arbitration tribunal shall be final and binding upon the disputing parties, and the prevailing party or parties may apply to a court of competent jurisdiction for enforcement of such award.

(f) Any party shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officer, in each case as of the date first above written.

NOAH EDUCATION HOLDINGS LTD.
By:	/s/ Dong Xu
	Name:	Dong Xu
	Title:	Chairman and Chief Executive Officer
SUNSHINE NATION LIMITED
By:	/s/ Siyuan Du
	Name:	Siyuan Du
	Title:	Director
/s/ DU TIANMING
DU TIANMING
/s/ DU LIANGDONG
DU LIANGDONG
/s/ DU SIYUAN
DU SIYUAN

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Schedule 1.1A

Ancillary Documents

Acquisition Loan Documents

Cartoon Digital Acquisition Agreement

Leisen Share Purchase Agreement

Other Spin-off Documents and Acquisition Documents Referred to in the Restructuring Memorandum

EX-4.24

Exhibit 4.24

English Translation

EQUITY ACQUISITION AGREEMENT

This Equity Acquisition Agreement (hereinafter referred to as this “Agreement”) is made in Changsha on 22 May 2009:

BY AND AMONG:

(1) Global Ring Limited, a limited liability company established and existing under the laws of Hong Kong with a registered address at Room 1401, 14/F, World Commerce Centre, No. 7-11 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong (hereinafter referred to as the “Acquiring Party”)

(2) Tianming DU, a PRC citizen, male, born on 30 August 1950, with an address at Room 202, Tower 1, No. 362 Jiefang No. 4 Village, Tianxin District, Changsha City, Hunan Province, ID No.: 430121195008307710;

(3) Liangdong DU, a PRC citizen, male, born on 30 January 1982, with an address at Room 202, Tower 1, No. 362 Jiefang No. 4 Village, Tianxin District, Changsha City, Hunan Province, ID No.: 430102198201305551;

(4)	Changsha Xingchen Enterprise Management & Consultation Co. Ltd. (hereinafter referred to as “Changsha Xingchen”), a limited liability company duly incorporated and validly existing under the laws of the PRC with a registered address at Room 501, No. 717, Wuyi Avenue, Tianxin District, Changsha City, whose legal representative is Liangdong Du;
	Tianming Du, Liangdong Du and Changsha Xingchen are hereinafter collectively referred to as the “Acquired Parties”).
	The Acquiring Party and the Acquired Parties are hereinafter collectively referred to as the “Parties”).

WHEREAS:

(1) Changsha Little Star Cartoon Digital Technology Ltd. (hereinafter referred to as “Cartoon Digital”) is a limited liability company duly incorporated and validly existing in Changsha City, Hunan Province on 25 November 2005 with the registration number: 430193000003045;

Legal and registered address: 3/F, Block 5, Oak Garden, No. 8 Lutian Road, Lu Valley, Changsha High and New Technology Development Zone, Changsha;

Legal representative: Tianming Du;

Registered Capital: RMB7,017,203;

On the date hereof, Tianming Du, Liangdong Du and Changsha Xingchen are the legal shareholders of Cartoon Digital. Tianming Du contributes RMB4,634,200 to Cartoon Digital, representing 66% of its registered capital; Liangdong Du contributes RMB1,985,800, representing 28.3% of its registered capital; Changsha Xingchen contributes RMB397,203, representing 5.7% of its registered capital.

On the basis of the principles of equality and mutual benefits and in accordance with the requirements of the PRC laws, the Acquired Parties and the Acquiring Party have agreed as follows in respect of the acquisition of equity interests after friendly consultation:

ARTICLE 1. DEFINITIONS

1.1 Unless otherwise required or agreed by laws and this Agreement, the definition and meaning of the terms and expressions used herein shall be based as follows:

PRC or China	means, for the purpose of this Agreement, the People’s Republic of China, excluding Hong Kong, Macau and Taiwan.
Equity	means the equity interests owned as to 66%, 28.3% and 5.7% by Tianming Du, Liangdong Du and Changsha Xingchen (all of whom are the Acquired Parties), respectively, in Cartoon Digital, amounting to 100% of its equity interest.
Approval Authority	means the Ministry of Commerce of the PRC or any local competent departments in charge of commerce authorized by it for the approval of equity acquisition of companies.
Registration Authority	means the State Administration for Industry and Commerce or any local branches authorized by it for the registration of companies.
Foreign Exchange Authority	means the State Administration of Foreign Exchange or any local departments in charge of foreign exchange.
PRC Law	means any laws and regulations of the PRC promulgated prior to (and including) the effective date hereof and currently in effect, and any rules, regulations and measures promulgated by the PRC government and its departments that are legally binding, as well as the standardized documents in other forms.
Effective Date	means the date on which this Agreement becomes effective after it is approved by the relevant Approval Authority.
Closing Date	means the date on which the equity acquisition is approved by the Approval Authority, the change of registration in respect thereof is approved by the Registration Authority and a new business license is issued to Cartoon Digital.
Transaction Completion Date	means the date on which the consideration for equity acquisition prescribed herein has been paid to the Acquired Parties.

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Little Star Group’s Profit	means all cumulative undistributed profits of each member of Little Star Group for the period from the date of its establishment to 31 May 2009 as calculated according to the calculation of undistributed profits recognized by the Acquiring Party and the Acquired Parties.
Original Articles	means the Articles of Association of Changsha Little Star Cartoon Digital Technology Ltd. signed by the shareholders of Cartoon Digital on 5 June 2008.
Target Business	means any businesses conducted by Little Star Group prior to the Closing Date, regardless of whether Little Star Group is still in the conduct of such businesses on the Closing Date.
Little Star Group	means Cartoon Digital, Changsha Little Star Cultural Products Development Company Limited, as well as New Star English Training School in Tianxin District, Changsha City, Little Star English School in Yuetang District, Xiangtan City, Little Star Foreign Language School in Datong City, Shanxi, and Little Star English School in Tianxin District, Changsha City.
Accounting Reference Date	means 31 December 2008.

ARTICLE 2. ACQUISITION OF EQUITY

2.1 The Acquired Parties agree to transfer the Equity to the Acquiring Party, and the Acquiring Party agrees to accept such transfer from the Acquired Parties on the terms and conditions set forth herein.

2.2 With effect from the Closing Date, the Acquiring Party will become a shareholder of Cartoon Digital. Its liabilities to Cartoon Digital shall be limited to the capital contribution subscribed by it. All the Acquired Parties will lose all their equity interests in Cartoon Digital and will cease to enjoy or bear any rights and obligations of shareholders in Cartoon Digital, unless otherwise required herein.

ARTICLE 3. CONSIDERATION FOR EQUITY ACQUISITION AND ITS PAYMENT

3.1 The Acquired Parties and the Acquiring Party agree that the consideration for the Equity acquisition shall be RMB18.2 million (hereinafter referred to as the “Acquisition Consideration”). The Acquisition Consideration shall be paid in US dollar at an exchange rate which is the middle price of the conversion of US dollar to Reminbi announced by the People’s Bank of China on the date of payment. Regardless of any increase or decrease in the net assets of Cartoon Digital up to the Transaction Completion Date, the Acquisition Consideration will remain unchanged.

3.2 The Acquiring Party shall pay the consideration in full to the Acquired Parties within three months from the Closing Date.

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3.3 The Acquired Parties shall issue to the Acquiring Party a receipt for payment of the Acquisition Consideration on the date when the Acquisition Consideration is paid. Moreover, the Acquired Parties shall accept the entrustment from the Acquiring Party to apply for the registration of foreign investment, foreign exchange and receipts of foreign exchange in connection with equity transfer to the Foreign Exchange Authority at the place where the Acquired Parties are located with two working days of the receipt of the Acquisition Consideration, and shall provide the Acquiring Party with the documentations showing the completion of the registration of foreign investment, foreign exchange and receipts of foreign exchange in connection with equity transfer as soon as possible after the completion of the formalities in relation to the registration of foreign exchange mentioned above.

ARTICLE 4. SPECIAL AGREEMENT

4.1 The Acquired Parties and the Acquiring Party agree that any profits of Little Star Group shall belong to the Acquired Parties.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES

5.1 Save as disclosed to the Acquiring Party, the Acquired Parties jointly and severally represent and warrant to the Acquiring Party as follows

(1) all the warranties made by them in Appendix 5.1 are accurate and not misleading in all respects on the date hereof;

(2) all the warranties made by them in Appendix 5.1 will continue to be accurate and not misleading in all respects until and including the Closing Date, as if they were made again immediately before the Closing Date based on the facts and circumstances on that day.

The Parties agree that the Acquired Parties shall be jointly liable for the representations and warranties set forth in Appendix 5.1

5.2 The Acquiring Party hereby represents and warrants to the Acquired Parties as follows:

(1) the Acquiring Party meets the conditions for the acquisition of Cartoon Digital as required by laws, and will not affect the normal operation of legal proceedings for acquisition of the Equity due to the limitation of its own conditions;

(2) the acquisition of the Equity has been approved by the board of directors of the Acquiring Party;

(3) the Acquiring Party has sufficient funds to acquire Cartoon Digital and warrants that it is able to pay the Acquisition Consideration pursuant to the requirements of this Agreement.

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5.3 Notwithstanding any potential investigation by any other Parties and their respective agents or advisers, the Parties confirm and accept that the Acquiring Party executes this Agreement in reliance on all representations and warranties made by the Acquired Party. The Acquired Parties warrant that they will be liable for and fully indemnify the Acquiring Party against any losses, damages, liabilities, costs or expenses arising from the following circumstances:

(1) any representations and warranties being untrue, misleading or involving omission to state material facts or being violated;

(2) any claims in connection with the settlement of any situation where representations and warranties are untrue or misleading, omit to state material facts or have been violated;

(3) any arbitrations or legal proceedings arising from any claims made by other Parties in respect of any situation where representations and warranties are untrue or misleading, omit to state material facts or have been violated; and

(4) the implementation of any such settlement or arbitral award or judgment and the amount therefor, including legal and other costs, and any possible tax liabilities.

5.4 Each of the representations and warranties stated in Appendix 5.1 shall be construed as a separate and independent warranty, and shall, unless expressly provided to the contrary, not be limited or bound by the terms of any other representation and warranties or the application of any other terms hereof or the inference made from such other terms. If there is any conflict between any representations and warranties stated in Appendix 5.1 and the information disclosed by the Acquired Parties to the Acquiring Party, the information disclosed by the Acquired Parties to the Acquiring Party shall prevail.

5.5 Each Party hereby warrants that he/it shall, prior to the Closing Date, immediately disclose to the other Parties in writing on a voluntary basis and upon request any events, facts or circumstances that may be known to him/it after the execution hereof to be inconsistent with any warranties, or may reasonably expect to have material effects on the valuation of Cartoon Digital, or may enable other Parties to make claims against him/it in accordance with this Agreement.

5.6 If any of the representations and warranties set forth in Appendix 5.1 is false or incorrect or omits to state material facts due to the reasons of the Acquired Parties, the Acquired Parties shall immediately indemnify and hold Cartoon Digital harmless from and against any losses, damages, costs, and all other adverse circumstances of any kind and nature that would not be resulted if such warranties were true or correct or did not omit any material facts.

5.7 If the Acquiring Party discovers any breach by the Acquired Parties of Article 5.1 hereof within 18 months after the Closing Date, it shall have the right to pursue the liabilities from the Acquired Parties in accordance with the relevant requirements of this Agreement.

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ARTICLE 6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1 Within five days after the execution hereof, the Acquiring Party shall make an application to the relevant government departments (including the Approval Authority and Registration Authority) for the approval and registration of the Equity acquisition and the Acquired Parties shall provide the Acquiring Party with the information in relation thereto and offer full cooperation. The Acquiring Party shall, within one month after the execution hereof or such period as extended by the Parties through separate consultation, obtain an approval from the Approval Authority in respect of the Equity acquisition and the business license of Cartoon Digital from the Registration Authority for its transformation into a wholly foreign-owned enterprise.

6.2 The Acquired Parties shall procure the original legal representative of Cartoon Digital to hand over the chop, account books, relevant permits or licenses (including but not limited to documents such as all government licenses, approvals, authorizations, filings and registration, or certificates, credentials, copyrights, certificates for trademarks and patents, real estate ownership certificates and any documents relating to the above permits or licenses) and other business documents of Cartoon Digital to the legal representative of Cartoon Digital after its transformation or any personnel designated by him within three days from the Closing Date. Upon completion of the handover, the Acquiring Party and the Acquired Parties shall sign a confirmation document for the handover.

6.3 The Acquired Parties shall have the right to receive the Acquisition Consideration from the Acquiring Party and shall issue a receipt of payment to the Acquiring Party pursuant to Article 3.3 hereof.

6.4 The Acquiring Party shall pay the Acquisition Consideration to the Acquired Parties pursuant to the requirements hereof.

6.5 The Acquiring Party shall have the right to formulate a new articles of association.

6.6 The Parties shall bear all of their taxes and expenses hereunder, respectively according to laws. With regard to the costs involved in the payment of the Acquisition Consideration, the Acquiring Party shall bear those costs incurred in China while the Acquired Parties shall bear those costs incurred outside of China.

6.7 The Acquired Parties shall procure Little Star Group to develop the businesses conducted by it within the normal business scope during the period from the date hereof to the Closing Date (hereinafter referred to as the “Transition Period”). During the Transition Period, the Acquired Parties shall procure Little Star Group to meet the following requirements:

(1) to prevent its existing business structure and reputation from being infringed, unless the change of the business structure has been approved in writing by the Acquiring Party in advance;

(2) to protect the assets and properties of Little Star Group and to maintain their good working condition so as to enable the normal operation of such assets and properties, and to make foreseeable depreciation to them in reasonable circumstances;

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(3) to maintain the services provided to it by its customers, suppliers and other units or individuals or its cooperation with them, and to preserve the good reputation of Little Star Group;

(4) unless with the prior written consent from the Acquiring Party, to continue all production, sale, marketing and promotion activities in connection with the business being operated by Little Star Group;

(5) to keep the accounts and accounting records of Cartoon Digital in a normal or usual manner without making any significant changes to the following: financial year, pricing, investment, accounting, financial statement, inventory, bank deposit, government subsidies, taxation practices; the method of calculation of doubtful debt and reserves;

(6) to comply with all applicable laws and regulations, and government rules for the development of the businesses of Little Star Group. In the event of the breach of any applicable laws and regulations, it shall immediately notify the Acquiring Party after it is aware of such breach.

6.8 The Acquired Parties jointly and severally warrant that, without the written consent of the Acquiring Party, Cartoon Digital and other members of Little Star Group shall, during the Transition Period, not do the following:

(1) amendments to articles of association or other constituent documents;

(2) increase or decrease of registered capital;

(3) merger, consolidation, sale or transfer of all or substantial part of assets;

(4) realization, dissolution or liquidation, reorganization or restructuring of capital structure in any form, or any matters leading to the change of control;

(5) any significant changes to any accounting policies, standards or principles;

(6) any significant change to the nature of the businesses of Little Star Group, or suspension or termination of any part of the current businesses of Little Star Group;

(7) authorization or issue of any securities, including any equity;

(8) purchase of any equity of entities, or merger with any other entities or participation in any joint ventures;

(9) increase of the number of directors;

(10) declaration and payment of any dividends or making distribution in any other form (save for the circumstances described in Article 4 hereof);

(11) approval of the annual budget and business plan;

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(12) creation of an indebtedness whose single amount or cumulative exceeds RMB100,000 (the indebtedness of all members of Little Star Group shall be calculated on a consolidated basis);

(13) creation of a guarantee whose single amount or cumulative amount exceeds RMB100,000 (the guarantees of all members of Little Star Group shall be calculated on a consolidated basis);

(14) obtaining of loans or credits from any financial institutions;

(15) creation of indebtedness of any types that are beyond the scope of ordinary business operation of Little Star Group;

(16) transfer, sale or disposal of the fixed assets and property of Little Star Group that are beyond the scope of its ordinary business operation, creation of any pledge, mortgage or guarantee over such assets and property, or provision of any guarantee to third parties;

(17) making any capital expenditure or commitment in an amount of RMB100,000 or more, such as the purchase of fixed assets or investment (the capital expenditure or commitment of all members of Little Star Group shall be calculated on a consolidated basis);

(18) execution of contracts that are not in the nature of normal business operation;

(19) change of the senior management, or change of the terms and conditions of any labor contracts with employees;

(20) institution or resolution of any litigation or arbitration;

(21) other acts which will reduce the value of Little Star Group.

6.9 Upon execution hereof, each of the Acquired Parties shall undertake and warrant that he/it and any of his/its family members (including his spouse, children, brothers and sisters), associated enterprises, subsidiary enterprises, subsidiaries and shareholders shall not:

(1) directly or indirectly engage, invest or be involved in or manage any entities, businesses or products that are identical, similar to or in competition with the Target Business, nor shall they have any direct or indirect rights or interests in any entities, businesses or products that are identical, similar to or in competition with the Target Business.

(2) directly or indirectly enter into any transactions in relation to the Target Business with any customers, potential customers, representatives, agents, enterprises with business relationship or other persons doing business with Little Star Group in any manner or way for the account of themselves or any third parties.

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(3) directly or indirectly induce any customers, potential customers, representatives, agents, suppliers, enterprises with business relationship or other persons doing business with Little Star Group in any manner or way to terminate their relationship or contact with Little Star Group for the account of themselves or any third parties.

(4) directly or indirectly employ, hire or induce, recruit, encourage, persuade or procure any advisers, contractors, employees, directors, management, managers, representatives, agents or other persons currently working for Little Star Group in any manner or way to terminate their relationship or contact with Little Star Group for the account of themselves or any third parties.

(5) use or register any patents, trademarks, trade names, logos, copyrights, proprietary technologies or other intellectual property rights that are identical, similar or relevant to the intellectual property rights owned by, transferred or licensed to Little Star Group (whether registered or not) or that are developed based on such intellectual property rights.

ARTICLE 7. AMENDMENT, MODIFICATION AND TERMINATION OF THE AGREEMENT

7.1 Without the consent of the Parties, no Party shall make any amendment or modification to this Agreement without authorization.

7.2 If this Agreement cannot be fully performed due to the non-performance by a Party of his/its obligations hereunder or serious breach of this Agreement, it shall be deemed as the termination of this Agreement unilaterally by the defaulting Party. In addition to any claims against the defaulting Party, the non-defaulting Party shall be entitled to discharge this Agreement in accordance with the Contract Law.

ARTICLE 8. LIABILITIES FOR BREACH OF CONTRACT

8.1 If any Party does not perform any of its substantive obligations hereunder, or any representations and warranties hereunder are inaccurate, untrue or misleading, it shall constitute a breach of this Agreement (hereinafter referred to as the “Breach”). The defaulting Party shall indemnify against all damages and losses suffered by the non-defaulting Party as a result of such Breach.

8.2 If this Agreement cannot take effect or be performed in whole or in part due to the reasons of the Approval Authority or other government departments, the Parties shall not be liable to the breach for each other.

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ARTICLE 9. FORCE MAJEURE

9.1 If the performance of this Agreement is directly affected and this Agreement cannot be performed according to the agreed terms due to earthquake, typhoon, flood, fire, war and other force majeure which are not foreseeable and the occurrence and consequence of which are unpreventable or unavoidable, the Party affected by the force majeure described above shall immediately notify the other Parties by telex of such a force majeure and shall, within 15 days, provide the details of the force majeure and valid documentation certifying the reasons for the failure to perform or fully perform or the need to delay the performance of this Agreement. Such documentation shall be issued by a notarization authority at the place where the force majeure occurred. The Parties shall, in accordance with the extent to which the performance of this Agreement is affected by the force majeure, decide on whether or not to discharge this Agreement, or to exempt part of the obligations under this Agreement or to extend the term for the performance of this Agreement.

9.2 In the event of any force majeure, the Party affected by the force majeure shall be exempt from any liabilities for the breach of this Agreement arising therefrom.

ARTICLE 10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 The formation of this Agreement, its validity, interpretation, performance, and dispute resolution arising therefrom shall be governed by the PRC Laws.

10.2 All disputes arising from the performance of this Agreement or in connection herewith shall be resolved by the Parties through friendly consultation. In the event that a dispute cannot be resolved through consultation, it shall be referred to China International Economic and Trade Arbitration Commission for arbitration in Beijing. During the arbitration, the Parties shall continue to perform this Agreement, except for those parts that are in disputes or being arbitrated.

ARTICLE 11. LANGUAGE AND COUNTERPARTS

This Agreement is written and executed in Chinese in 13 originals. The Parties shall each keep one copy. Cartoon Digital shall also keep one copy and the remaining copies shall be submitted to the relevant government departments for completion of the relevant formalities.

ARTICLE 12. EFFECTIVENESS AND MISCELLANEOUS

This Agreement shall become effectives after it is signed by the legal representative or authorized representatives of the Parties and approved by the Approval Authority.

(The following intentionally left blank)

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[Signature Page]
Acquiring Party:	Global Ring Limited
	(Chop)
	[Chop of Global Ring Limited is affixed]

Authorized Representative: /s/  

Acquired Parties:	Tianming Du
	/s/
	Liangdong Du
	/s/

Changsha Xingchen Enterprise Management & Consultation Co. Ltd.

[Chop of Changsha Xingchen Enterprise Management & Consultation Co., Ltd. is affixed]

Legal Representative: /s/  

Date of Execution: 22 May 2009

Place of Execution: Changsha

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APPENDIX 5.1

Save as disclosed to the Acquiring Party, each of the Acquired Parties jointly and severally represents and warrants to the Acquiring Party as follows:

1. Approval and License from the PRC Regulatory Authorities

(A) All licenses, consents and other permits and approvals of each member of Little Star Group that are necessary for its establishment, validly existence and the operation of its current businesses have been obtained and are in full force and effect.

(B) All reports, declaration forms and information relating to the existence and operation of Little Star Group as required by laws or necessary to be submitted or provided to any person or competent authorities as a condition for any licenses, consents, permits or approvals have been submitted or provided to the relevant persons or competent authorities, except for those reports, declaration forms and information that have not been submitted or provided, which would not have any material adverse effect on Little Star Group.

(C) There are no circumstances where any licenses, consents, permits or approvals that are necessary for the continuous operation of each member of Little Star Group may be modified, revoked or not renewed, or any right of modification or revocation may be given in such circumstances, save for the circumstances where such modification, revocation or non-renewal is expected not to have any material adverse effect on Little Star Group.

2. Civil Capacity of the Acquired Parties

(A) They have full legal rights, all requisite corporate power and authority, and have taken all corporate actions required to execute and deliver this Agreement, fully perform their respective obligations under such documents and to complete the transaction hereunder.

(B) This Agreement, once executed and delivered by the Parties hereto, constitutes their lawful, valid and binding obligations and is enforceable against them pursuant to their respective terms.

(C) The execution and delivery by the Acquired Parties of this Agreement and the performance of their respective obligations hereunder will:

(i) not violate any provisions of their respective memorandum or articles of association; and

(ii) not violate any legal instrument binding on them nor constitute the non-performance of their respective obligations under such legal instruments; and

(iii) not violate orders, judgments or decrees of any court or government authorities binding on them; and

(iv) not require any consent from shareholders of any of the Acquired Parties, except for those consents that have been obtained.

except for the above circumstances which would not affect the performance of their obligations hereunder.

3. Ownership

(A) Each member of Little Star Group is a limited liability company or non-enterprise legal person duly incorporated, existing and registered under the laws of the PRC. It has the right to exercise all civil rights, power and capacity of a company/non-enterprise legal person, and has passed annual inspections over the years.

(B) All capital contribution has been paid towards the registered capital/school fund of each member of Little Star Group, and the capital verification in respect there of has been made in accordance with the applicable PRC Laws and regulations.

(C) There are no options, pre-emptive rights, mortgages, pledges, liens or other forms of guarantees or other rights relating to or created over or affecting all or any part of the shares of any member of Little Star Group. In addition, there are no agreements or undertakings for the provision or creation of any of the above, nor are there any persons who claim to be entitled to any of the above interests.

(D) There are no outstanding agreements or undertakings requiring the allocation, issue or transfer of any equity of any member of Little Star Group, or granting to any persons the right to allocate, issue or transfer any equity of any member of Little Star Group.

(E) Save for the members of Little Star Group, Cartoon Digital does not own any shares nor has similar shareholders’ interest in any companies, affiliated companies, offices, branches and other social organizations; nor does it directly or indirectly control or invest nor has any interest in any other entities.

(F) Copies of the existing business license/license for non-enterprise legal person and articles of association of each member of Little Star Group that have been submitted by the Acquired Parties to the Acquiring Party or its representatives and advisers on the date of this Agreement are complete and accurate in all respects.

(G) Each member of Little Star Group maintains any account books that are necessary for its business operation in accordance with applicable PRC laws and regulations, and such account books accurately recorded any matters that shall be recorded in the account books; Little Star Group has not received any notices or allegations stating that any of the above records are inaccurate or should be rectified.

(H) All documents that shall be submitted by each member of Little Star Group to all the relevant PRC government departments and other competent authorities have been properly submitted, save for those documents that have not been submitted, which would not have any material adverse effect on Little Star Group.

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4. Accuracy and Sufficiency of Information

(A) All information supplied by the Acquired Parties or Cartoon Digital to the Acquiring Party or its advisers are true, accurate and complete in all respects, and there are no facts or matters that have not been disclosed to the Acquiring Party or any of its advisers, which would result in any of the information becoming inaccurate or misleading because of omission or ambiguity in terms of meaning or due to any other reasons.

(B) The Acquired Parties and Cartoon Digital have, upon reasonable request from the Acquiring Party or its advisers, provided the Acquiring Party or its advisers with all information that can be obtained without paying unreasonable costs within the scope of their control for the Acquiring Party to determine whether or not to accept the transfer of the Target Equity. The written information and public documents provided by Cartoon Digital or/and the Acquired Parties to the Acquiring Party in relation to this Agreement do not include the misrepresentation or misstatement of material facts, or material facts the omission of which would make any representations contained in this Agreement or such disclosed documents misleading.

5. Accounts

(A) The accounts of each member of Little Start Group:

(i) are prepared in accordance with the PRC laws, and the accounting principles and practices recognized by the PRC and also generally accepted by companies which conduct any business that is similar to Little Star Group (IFRS);

(ii) are complete and accurate in all respects, and have made full provisions for bad and doubtful debts, obsolete, depreciated and unsaleable stocks and profit taxes (whether they are profits from income or capital profits) for any period ending on or prior to the completion date of its accounts;

(iii) reflect a true and fair view of the state of affairs of each member of Little Star Group for each of the financial year ends covered by its accounts, and the profits or losses of each member of Little Star Group for each financial year covered by its accounts; and

(iv) are not affected by any extraordinary, exceptional or non-recurring items, save for any items expressly disclosed in the accounts of each member of Little Star Group.

(B) On the Accounting Reference Date, Cartoon Digital does not have any liabilities that have not been fully disclosed or provided for in its accounts (whether actual, contingent, undetermined in terms of amount or in dispute) or any outstanding capital commitments, with the exception of those outstanding amounts that have been settled prior to 30 June 2009.

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6. Accounting Records

(A) Each member of Little Star Group maintains proper and consistent accounts, books, ledgers, financial and other records; such accounting records contain the latest information, the complete and accurate details of the business activities of each member of Little Star Group, and all matters that must be recorded in accordance with the Company Law of the People’s Republic of China and the Accounting System of Enterprises of the People’s Republic of China.

(B) Such accounts, books, ledgers, financial and other records, which constitute the property of Little Star Group, are owned and controlled by Little Star Group, and no notices or allegations stating that any of the above records are inaccurate or should be rectified have been received.

(C) All transactions relating to the Target Business of Little Star Group have been recorded in the accounting records of the relevant members of Little Star Group in a proper and timely manner, and no errors or differences of any nature have been included or reflected in such accounts, books, ledgers, financial and other records, and such records truly and accurately reflect the financial situation of Little Star Group and give explanation of its transactions.

7. Events Subsequent to the Accounting Reference Date

(A) Subsequent to the Accounting Reference Date:

(i) there has been no material adverse change in the financial or operating position or prospect of Little Star Group, and to the best of knowledge of the Acquired Parties, there are no circumstances which would give rise to such kind of change;

(ii) Little Star Group has been operating its usual and ordinary business, and operates its business in a manner as before (including the nature and scope of its operation);

(iii) no member of Little Star Group has any capital expenditure of over RMB150,000;

(iv) no member of Little Star Group has acquired nor sold any assets on its capital account with a total value of over RMB100,000, nor has it agreed to acquire or sell the assets of this kind. In addition, it has not entered into any contracts involving expenditures on capital account;

(v) no member of Little Star Group has made any factoring arrangement in respect of its indebtedness or other amount receivables, nor has it sold or agreed to sell indebtedness or other amount receivables;

(vi) Little Star Group has not incurred any indebtedness, guarantee, security , prepayment or amount receivables with a combined value of over RMB100,000, save for any amount receivables incurred in the ordinary course of business;

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(vii) Little Star Group has not incurred any amount receivables whose single amount exceeds RMB100,000 and whose cumulative amount (the amount receivables of all members of Little Star Group shall be calculated on a consolidated basis) exceed RMB500,000 in the ordinary course of business;

(viii) no member of Little Star Group has created any mortgage, pledge or other encumbrance on any assets of Little Star Group;

(ix) no member of Little Star Group has invested in any companies or other entities, nor has it formed any joint ventures or merged with any companies, natural persons or other entities;

(x) no member of Little Star Group has issued any securities, including equity;

(xi) no member of Little Star Group has increased the costs of its employees, with the exception of the increased costs incurred in accordance with the rules and regulations currently in force or the relevant labor contracts;

(xii) no member of Little Star Group has provided any loans to any of its directors, management or other employees, save for any travelling expenses prepaid in the ordinary course of business pursuant to the rules and regulations of the relevant members of Little Star Group and any amounts that have been settled in full prior to 30 June 2009;

(xiii) no member of Little Star Group has offered price reduction or discounted price or discount in the provision of its service nor has it provided services at a price lower than its costs, which might have material effects on its profitability;

(xiv) no member of Little Star Group has changed its financial year.

(B) No member of Little Star Group has made any commitments which might result in the Acquired Parties violating this Article 7.

8. Contract and Undertakings

(A) Each member of Little Star Group is not a party to, nor does it bear any legal liabilities (whether present or future) in respect of any of the following:

(i) any guarantee, indemnification, guarantee relationship or letter of credit;

(ii) any contract or arrangement which directly or indirectly restricts the freedom of Little Star Group to operate its business around the world in any manner as it think fits, or directly or indirectly restricts the ability of Little Star Group to transfer all or any part of its business;

16

(iii) any joint venture agreement or arrangement, partnership right or obligation for the purpose of profit sharing (but for avoidance of doubts, excluding any arrangement which shares fees or operating income on a case-by-case basis), or any other agreement or arrangement where any members of Little Star Group and any other persons jointly participate in any business;

(iv) any agreement or arrangement involving any matters that are beyond the ordinary business scope of Little Star Group, or constituting commercial transactions or arrangements that derivate from the usual model of Little Star Group;

(v) any contract or arrangement in which any directors of any members of Little Star Group or its Affiliates have direct or indirect interest, except for employment contracts;

(vi) any contract or arrangement that is not signed in the ordinary course of business and involving the expenses or incomes of any members of Little Star Group in any financial year which exceed RMB100,000;

(vii) any contract or arrangement that is not signed with any Affiliates or subsidiary enterprises of any members of Little Star Group in the ordinary course of business and involving the payment or incomes which exceed RMB100,000;

(viii) any contract or arrangement that cannot be terminated by any members of Little Star Group by a notice of 3 months or such shorter period without the payment of any special compensation; or

(ix) any contract or arrangement which may be terminated in the event of any change in the ownership or control of any members of Little Star Group or will be materially affected due to such change.

(B) All members of Little Star Group and the Acquired Parties have not been aware of the violation or invalidity of any material contracts to which any members of Little Star Group is a party, or any reasons that such contracts be terminated, revoked, abrogated or refused for performance, nor have they been aware of any such allegation, except for the circumstance where a third party to the relevant contracts has not made any payment.

(C) No member of Little Star Group has any outstanding prices or tenders or sale or service proposals which are of significance to its business and, if accepted, are likely to result in loss.

9. Authorization

Except for the authorization given to employees to enter into contracts for routine transactions in the course of the performance of their usual duties or to be involved in the business operation and management activities customarily conducted by Little Star Group, no member of Little Star Group has given nor provided any authorization or other basis of authorization that are outstanding or remain effective to any person to enter into any contracts or undertakings on behalf of any members of Little Star Group.

17

10. Operation

The major customers or suppliers of any members of Little Star Group have not ceased or expressed their intention to cease their transactions with the relevant members of Little Star Group, and to the best of knowledge of the Acquired Parties, no major customers or suppliers of any members of Little Star Group are likely to reduce significantly the number of their transactions with any members of Little Star Group; to the best of knowledge of the Acquired Parties, the execution or Closing of this Agreement will not have any adverse effect on the attitude or act of the major customers or suppliers towards any members of Little Star Group.

Each member of Little Star Group is in compliance with all applicable laws, regulations, government requirements and the relevant permits and licenses during its operation.

11. Arrangement between Little Star Group and the Acquired Parties

No member of Little Star Group has agreed to provide guarantee or any security or indemnification in respect of any liabilities or obligations of any of the Acquired Parties or any persons related to the Acquired Parties.

12. Bank Accounts and Loans

(A) No member of Little Star Group has had any outstanding loan capital, nor has it borrowed or agreed to borrow any amount which consequently fail to make repayment or to perform its loan obligations. It is not a party to nor has any obligation relating to any of the following:

(i) any loan agreement, debenture, acceptance credit, bill of exchange, promissory note, finance lease, debt or stock financing, transfer and sale arrangement or sales and leaseback arrangement for discount or account receivables;

(ii) any other arrangement for the purposes of fund raising or the provision of fund or credit.

(B) No member of Little Star Group holds any shares and securities that are not paid in full or with any additional liabilities, nor does it have any liabilities in connection with the above shares or securities.

(C) No member of Little Star Group has lent or agreed to lend any amount which consequently fail to get back the repayment, nor is it interested in any existing or future debts (save for the outstanding amounts and amount receivables between the members of Little Star Group in the ordinary course of business).

(D) No member of Little Star Group has signed any mortgage, guarantee or indemnification contract that is invalid and unenforceable pursuant to its terms.

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(E) There have been no events which would result in the non-performance or breach of any terms of the loan capitals, borrowings, debentures or financing of any members of Little Star Group, or which would entitle any third parties to demand for repayment prior to the normal payment date. No persons have alleged the occurrence of such events.

(F) Subsequent to the Accounting Reference Date, no member of Little Star Group has borrowed any amount from any source of capital, save for those amount that is borrowed in the ordinary course of business and will not have any material adverse effect on the production and operation of any members of Little Star Group.

(G) No member of Little Star Group has any indebtedness or amount payables from the following personnel/enterprises:

(i) the Acquired Parties;

(ii) the directors or senior officers of the members of Little Star Group; or

(iii) the Affiliates or family members (including parents, spouse, brothers and sisters) of the above personnel/entities.

13. Working Capital

Each member of Little Star Group has sufficient working capital from internal source to meet its current requirement and to complete any purchase orders, projects and contractual obligations that have been issued to or assumed by it pursuant to the relevant terms.

14. Insolvency

(A) No orders nor applications have been made to require for the liquidation of any members of Little Star Group; no meetings have been convened for the purpose of considering resolutions for the liquidation of any members of Little Star Group; and no such resolutions have been approved.

(B) No receiving orders have been made for any members of Little Star Group; no petitions or applications have been made to require for making such orders; no receivers have been appointed for any members of Little Star Group; no notices have been issued or submitted for the purpose of appointing receivers for any members of Little Star Group; and no steps or procedures have been taken or commenced for the purpose of appointing receivers for any members of Little Star Group.

(C) No receivers (including administrative receivers) have been appointed in connection with all or any assets of any members of Little Star Group.

(D) No debt restructuring agreements between any members of Little Star Group and its creditors or proposals of similar arrangement have been put forward.

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(E) There are no valid rights of any members of Little Star Group to delay in making payment; no steps or procedures have been taken or commenced for the purpose of obtaining such right.

(F) No events involving any member of Little Star Group that are similar to any of the above have been occurred.

(G) No member of the Little Star Group is insolvent nor unable to pay debts, nor does it cease to repay any debts that are due.

(H) No judgments against any of the members of Little Star Group have not been performed.

15. Litigation and Claims

(A) To the best of knowledge of the Acquired Parties, neither any members of Little Star Group nor the Acquired Parties participate in any prosecutions, arbitrations or other dispute resolution proceedings or administrative or criminal proceedings that are pending and have effects on the major assets and business of Little Star Group in the capacity of claimant, defendant or other capacity. To the best of knowledge of the Acquired Parties, there are no prosecutions, arbitrations or other dispute resolution proceedings or administrative or criminal proceedings pending that are brought by or against any members of Little Star Group or the Acquired Parties, or threatened to be brought by any members of Little Star Group or threatened to be brought by others against any members of Little Star Group or the Acquired Parties or expected to be brought by or against any members of Little Star Group or the Acquired Parties. To the best of knowledge of the Acquired Parties, there are no facts or circumstances which might give rise to any prosecutions, arbitrations, mediation or administrative or criminal proceedings.

(B) To the best of knowledge of the Acquired Parties, neither any members of Little Star Group nor the Acquired Parties have received any written notices in relation to any investigations or enquiries into the affairs of any members of Little Star Group or the Acquired Parties that are being made or have been made by any government or other authorities, in particular (but not limited to) any matters in the areas of environmental protection, public health, safety, labor and publication. The existing shareholders are not aware of any situations which would give rise to such formal investigations or enquiries.

If any matters occurred as of the Closing Date give rise to any dispute with any relevant authorities over the matters of environmental protection, public health, safety, labor and publication and other relevant laws and regulations, the Acquired Parties agree to compensate Little Star Group immediately for all costs in connection with the settlement of such disputes, including any interests and fines that are imposed, and the Acquired Parties hereby agree to assume the joint and several liabilities in respect thereof.

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(C) No member of Little Star Group has committed any criminal, illegal, unlawful or unauthorized acts, nor has it breached any obligations or liabilities prescribed by or arising from regulations, contracts or otherwise; it does not have any legal liabilities involving the above acts or breaches, nor any claims pending that are against any members of Little Star Group or the Acquired Parties, save for those claims which would not have material adverse effects on the production and operation of Little Star Group.

If any matters occurred due to the reasons of the Acquired Parties as of the Closing Date give rise to any claims or disputes relating to such violations or breaches, the Acquired Parties agree to compensate Little Star Group immediately for all expenses and losses in connection with the settlement of such claims or disputes.

(D) No member of Little Star Group has produced, sold or provided any products or services that fail to meet all applicable laws, regulations or standards or are defective or hazardous or do not meet any expressed representations or warranties.

If any matters occurred due to the reasons of the Acquired Parties as of the Closing Date give rise to any claims or disputes relating to such violations or breaches, the Acquired Parties agree to compensate Little Star Group immediately for all expenses and losses in connection with the settlement of such claims or disputes.

16. Ownership and Status of Assets

(A) The assets of each member of Little Star Group that are necessary for use in the course of the operation of the Target Business have been included in its account.

(B) Each member of Little Star Group is the legal and beneficial owner of each asset contained in its account or obtained by it after the Accounting Reference Date (save for the current assets sold, disposed of or used in the ordinary course of business); such assets are not subject to any third parties’ rights (including but not limited to encumbrances such as mortgage, pledge and lien) and each asset that can be possessed is possessed by the relevant members of Little Star Group.

(C) Each member of Little Star Group has the ownership of all land use rights, buildings and fixed assets that are reflected in its balance sheets as assets and there are no mortgages, pledges or liens created over them. Such land use rights, buildings and fixed assets are properly registered with the registration office of the relevant government authorities under the name of the relevant members of Little Star Group in accordance with the relevant laws and regulations.

(D) Save as disclosed by the Acquired Parties, any member of Little Star Group has the titles to any real property, personal property and assets used by it in its business that are good, merchantiable and free from any encumbrances. Any entities under Little Star Group have paid in full all land premiums pursuant to applicable laws, and the lands owned by it are not farmlands specified in the relevant PRC Laws.

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(E) All non self-owned lands, buildings and fixed assets being used by any members of Little Star Group are leased in accordance with valid leases. All such leases are lawful and valid. No member of Little Star Group has violated such leases or committed any faults thereunder.

(F) There are no options, pre-emptive rights, mortgages, pledges, liens (except for any liens legally created in the ordinary course of business) or other forms of guarantees or third parties’ rights relating to or created over or affecting all or any part of the business or assets of any members of Little Star Group. There are also no agreements or undertakings for the provision or creation of any of the above, nor are there any persons who claim to be entitled to any of the above interests.

(G) All vehicles and office equipment used by each member of Little Star Group in relation to its business are repaired and maintained properly and operated normally, and can be used for the business of Little Star Group.

17. Intellectual Property Rights

(A) No member of Little Star Group use any name other than the name shown in its business license/license for non-enterprise legal person.

(B) Each member of Little Star Group owns or has the right to use any intellectual property rights and business information that are being used for the Target Business or that are necessary to meet the requirements of current plans and proposals.

(C) All fees and steps in connection with the renewal, application and other formal registration that are necessary for the maintenance, protection and enforcement of intellectual property rights of each member of Little Star Group have been paid or adopted, or will be paid or adopted according to plans.

(D) The intellectual property rights owned by each member of Little Star Group are valid, existing and enforceable, and are not subject to any mortgages, options, third parties’ rights or other rights.

(E) All permits involving intellectual property rights and business information, and all agreements entered into by each member of Little Star Group in relation thereto will not be terminated due to the change of ownership or control of Cartoon Digital.

(F) None of the members of Little Star Group and, to the best of knowledge of the Acquired Parties, any third parties violate any permits or agreements which are currently used for the purpose of the business, and which are of significance to the Target Business and relate to any intellectual property rights.

(G) No member of Little Star Group is under the obligation to grant any licenses or sub-licenses or to make transfer in respect of any intellectual property rights or business information owned or used by it.

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(H) To the best of knowledge of the Acquired Parties, no third parties are infringing or using without authorization or have infringed or used without authorization any intellectual property rights or business information owned or used by any of the members of Little Star Group.

(I) No activities, business information and intellectual property rights of each member of Little Star Group constitute and have constituted any infringement or unauthorized use of third parties’ intellectual property rights or business information.

(J) The intellectual property rights and business information of any member of Little Star Group are not the subject of any litigations, objections or administrative proceedings.

(K) To the best of knowledge of the Acquired Parties, the Confidential Information of Little Star Group has not been disclosed or otherwise made known to any third parties without requiring the third parties to perform the obligation of confidentiality.

(L) Any member of Little Star Group is not a party to any confidentiality or other agreement that restricts the freedom to use or the disclosure of its business information, nor does it assume any obligations that restrict the freedom to use or the disclosure of its business information, which might have material adverse effect on the business of Little Star Group.

(M) The operation of Little Star Group does not give rise to the obligations to pay any fees for using intellectual property right or similar payment.

18. Information Technologies

(A) Little Star Group is the sole legal and beneficial owner of all its information technologies. Such information technologies are not subject to any liens, mortgages, third parties’ rights or other rights.

(B) All information technologies owned or used by Little Star Group or in the name of any members of Little Star Group are in good operating conditions, and have been maintained in accordance with good industry practices.

(C) The information technologies and domains owned or used by Little Star Group are not the subject of any litigations or other disputes or claims. To the best of knowledge of the Acquired Parties, no litigations, disputes or claims in relation to any information technologies or domains owned or used by Little Star Group are expected or likely to occur.

(D) The business or operation of Little Star Group has not been materially interfered due to one of the following events: (a) any breach of the security regulations relating to any information technologies, (b) malfunction of any information technologies (whether it is due to any breakdown, virus, defects or other reasons), insufficient capacity, or failure to meet the required standards in other aspects, or (c) malfunction, interruption or defective operation of any information technologies due to the occurrence or processing of one or more dates. There exists no circumstances which are likely or expected to give rise to any such interference.

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(E) Little Star Group is the legal and beneficial owner of all information technologies and business information that are necessary or required for the operation of its business in a manner used currently or at any time within one year prior to the date of this Agreement, and for the performance or implementation of any existing contracts, undertakings, plans or proposals, or the party which has the contractual rights to use such information technologies; such contractual rights will not be directly or indirectly affected due to any transaction contemplated under this Agreement.

(F) Little Star Group has not disclosed any source programs to any third parties; no source programs relating to proprietary software have been disclosed or otherwise made known to any third parties.

(G) Little Star Group is not a party to any agreements or arrangements that restrict the freedom to use or the disclosure of any source programs relating to any proprietary software, nor does it assume any obligations that restrict the freedom to use or the disclosure of any source programs relating to any proprietary software.

19. Employees

(A) Little Star Group does not have any employees who have not been disclosed to the Acquiring Party.

(B) Subsequent to the Accounting Reference Date, no change has been made to the compensation of any senior employees of the company or its subsidiaries or other employment terms.

(C) There are no circumstances in any members of Little Star Group that its employees or directors are entitled to receive an annual remuneration of over RMB500,000 (including wages, bonus or other benefits) or (if the amount of remuneration is not fixed) an annual remuneration of over RMB500,000 on average for the past three financial years.

(D) All employees of any members of Little Star Group have not made any claims in respect of any intellectual property rights pertaining to the Target Business or relating to any teaching materials sold by any members of Little Star Group (including but not limited to teaching materials that have been, is being and will be sold). In addition, to the best of knowledge of the Acquired Parties, there will not have any employees who make such claims.

(E) No disputes exist nor are there any outstanding or possible disputes between any members of Little Star Group and any trade unions or other organizations that are formed for similar purposes. Moreover, no member of Little Star Group is a party to any collective bargaining agreements or other arrangements (whether they are binding or not).

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(F) There are no acts or circumstances of any members of Little Star Group which are in violation of the laws and regulations with regard to labor, employment and social security.

(G) To the best of knowledge of the Acquired Parties, no employees or other personnel (whether existing or former) threaten to make any claims against any members of Little Star Group, nor do any other persons threaten to make any claims against any members of Little Star Group in respect of any employees or other personnel (whether existing or former), for any accidents, injuries, unpaid salaries, overtime pay, severance payment, contributions to social security funds, holidays or any other matters resulting or arising from the employment or engagement by any members of Little Star Group of such employees or other personnel (whether existing or former). In addition, there are no outstanding claims of this kind.

20. Taxation

(A) Each member of Little Star Group has legally submitted all tax returns that shall be submitted by it in accordance with the requirements of the relevant taxation authorities, and such tax returns are complete and correct in all material respects. Each member of Little Star Group has legally paid all taxes payable (whether they are shown in tax returns) or made appropriate provisions in its financial statements in accordance with the requirements of the relevant taxation authorities. There are no tax guarantees which are ordered by the relevant taxation authorities to provide for any assets or property of each member of Little Star Group, save for those guarantees relating to payable taxes that are outstanding. Each member of Little Star Group meets the requirements of the relevant taxation authorities that are applicable to it or its business (including but not limited to any conditions of preferential tax treatment granted); and to the best of knowledge of the Acquired Parties, no governments or regulatory authorities will impose or have reasons to impose on any members of Little Star Group any additional taxes for the period for which tax returns are or have been required to submit. No member of Little Star Group has:

(i) any disputes or complaints relating to any tax liabilities that have been asserted or put forward by any governments or regulatory authorities; or

(ii) to the best of knowledge of the Acquired Parties, any warning concerning the disputes or complaints of any tax liabilities as reasonably expected.

(B) On the Accounting Reference Date, the provisions made for the deferred tax of each member of Little Star Group in its account are sufficient and in fully compliance with the accounting practices recognized by the PRC and also generally accepted by companies or organizations which conduct any business that is similar to Little Star Group.

(C) If all facts and circumstances currently known to any members of Little Star Group or the Acquired Parties are the publicly known facts and circumstances at the time of the preparation of accounts, the provisions made for the deferred tax in the corresponding accounts shall not be greater than those provisions that have currently been made.

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21. Tax Declaration, Disputes, Records and Requests

(A) Each member of Little Star Group has submitted and provided to any taxation authorities all appropriate tax returns and information required by them by itself or through others.

(B) As at the date of this Agreement, there are no tax obligations of Little Star Group that are outstanding or, to the best of knowledge of the Acquired Parties, are expected to occur, which would allow any taxation authorities to recover from any members of Little Star Group any taxes (including fines or interests), nor are there any disputes or disagreements with any taxation authorities regarding the provision of any preferential tax treatments to any members of Little Star Group, and there are no circumstances which are likely to give rise to any such disputes or disagreements.

22. Insurance

To the best of knowledge of the Acquired Parties, all major assets of Little Star Group that can be and are required to be insured pursuant to the industry practices (which specifically refer to real estate and vehicles) have been insured against those risks that shall generally be insured in accordance with applicable PRC Laws and the industry practices.

23. Incentive Mechanism

There are no share options or other similar performance-based incentive arrangements (including stock appreciation right schemes) for any employees (or former employees) or directors (or former directors) or advisers (or former advisers) or contractors (or former contractors) of any members of Little Star Group, nor are there any arrangements affecting any such personnel.

24. No State-owned Assets

Little Star Group does not have any state-owned assets, and therefore are not required to carry out the evaluation of state-owned assets in any form as required by the PRC Laws and regulation for the purpose of facilitating the completion of the transaction.

25. No Undisclosed Business

Little Star Group has not conducted any business that has not been disclosed to the Acquiring Party.

26. Commercial Practices in Compliance with Laws

None of the Acquired Parties, all members of Little Star Group, their Affiliates and any other persons who act for the above Parties (i) willfully violate any applicable laws and orders; and (ii) make any inappropriate payment to government officers to obtain any commercial benefits or advantages in respect of the transaction under this Agreement or other matters.

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EX-4.25

Exhibit 4.25

English Translation

EQUITY TRANSFER AGREEMENT

BY AND AMONG

MR. TIANMING DU
(PRC)

AND

MR. LIANGDONG DU
(PRC)

AND

CHANGSHA XINGCHEN ENTERPRISE MANAGEMENT & CONSULTATION CO., LTD
(PRC)

AND

SHENZHEN ZHI YUAN NOAH INTERNET CO., LTD.
(PRC)

Dated 22 May 2009

TABLE OF CONTENTS

	Page
ARTICLE 1. Definitions and Interpretation		4
ARTICLE 2. Equity Transfer		6
ARTICLE 3. Transfer Price		6
ARTICLE 4. Representations and Warranties		6
ARTICLE 5. Transition Period		8
ARTICLE 6. Closing and Further Assurance After the Closing		10
ARTICLE 7. Non-Competition		12
ARTICLE 8. Effectiveness		12
ARTICLE 9. Confidentiality		12
ARTICLE 10. Breach of Contract		14
ARTICLE 11. Termination		14
ARTICLE 12. Disputes Resolution		16
ARTICLE 13. Miscellaneous		16

2

EQUITY TRANSFER AGREEMENT

This Equity Transfer Agreement (hereinafter referred to as “this Agreement”) is made in Changsha, the People’s Republic of China (hereinafter referred to as the “PRC”), on 22 May 2009:

BY AND AMONG:

Mr. Tianming DU, a PRC citizen (ID No. 430121195008307710) with an address at Room 202, Tower 1, No. 362 Jiefang No.4 Village, Tianxin District, Changsha City, Hunan Province;

Mr. Liangdong DU, a PRC citizen (ID No. 430102198201305551) with an address at Room 202, Tower 1, No. 362 Jiefang No.4 Village, Tianxin District, Changsha City, Hunan Province;

Changsha Xingchen Enterprise Management & Consultation Co., Ltd. (hereinafter referred to as “Changsha Xingchen”), a limited liability company duly incorporated and validly existing under the laws of the PRC with a registered address at Room 501, No. 717 Wuyi Avenue, Tianxin District, Changsha City, whose legal representative is Liangdong DU;

and

Shenzhen Zhi Yuan Noah Internet Co., Ltd. (hereinafter referred to as “Future Noah”), a limited liability company duly incorporated and validly existing under the laws of the PRC with a registered address at No. B1003, Futian Tian’an Hi-Tech Venture Park, Futian District, Shenzhen, Guangdong Province

PRELIMINARY STATEMENT

WHEREAS, Changsha Leisen Education Software Co., Ltd. (hereinafter referred to as “Leisen”), is a limited liability company duly incorporated and validly existing under the laws of the PRC. Its business scope is as follows: research and development, production and sale of education software and the provision of technology services in relation thereto, retail of audio-visual products, retail and leasing of newspapers and journals, and retail of electronic publications (the operating permit for the retail of publications has a valid term until 5 May 2015).

WHEREAS, Leisen has a registered capital of RMB1 million. Mr. Tianming Du, Mr. Liangdong Du and Changsha Xingchen are the shareholders of Leisen, who hold 66%, 28.3% and 5.7% of its equity interests, respectively.

WHEREAS, the existing shareholders (defined as below) intend to transfer to Future Noah all of their 100% equity interest in Leisen, and Leisen intends to accept such transfer from the existing shareholders.

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THEREFORE, given the aforesaid and the representations, warranties, undertakings and agreements made herein, it is hereby agreed as follows:

ARTICLE 1.
DEFINITIONS AND INTERPRETATION

1.1 Definitions

Unless otherwise required by the clauses or provisions hereof, the following terms shall have the meaning defined below:

“Confidential Information” has the meaning provided in Article 9.1 below.

“Warranties” collectively means the representations, warranties and undertakings stated in Appendix 4.1.

“Restructuring Memorandum” means the Memorandum for the Restructuring of Little Star Group attached to Appendix 6.1, which has been jointly confirmed and approved by Future Noah and the existing shareholders.

“Third Parties” means any entities or persons other than Mr. Tianming Du, Mr. Liangdong Du, Future Noah, Leisen, or their respective affiliates.

“Board of Directors” means the board of directors or executive directors of Leisen.

“Parties” or “Party” collectively means Mr. Tianming Du, Mr. Liangdong, Future Noah, or individually means any of them as the context hereof requires, including their permitted successors and assigns.

“SAIC” means the State Administration for Industry and Commerce of the People’s Republic of China and/or any other local branch as required by the context hereof.

“Affiliate” means any enterprise or other entity that directly or indirectly controls or is controlled by a Party.

“Closing” has the meaning provided in Article 3.2 hereof.

“Closing Date” means 2 July 2009 or other date as jointly agreed by the Parties.

“Closing Conditions” means all the conditions that shall be satisfied prior to the Closing as provided in Article 6.1 hereof.

“Transaction” mean the transfer of target equity interest hereunder.

“Control” means the ownership of fifty percent (50%) or more of the registered capital, equity interest and/or assets of such enterprise or other entity, or the possession of the power to appoint or direct the management of such enterprise or other entity or to appoint or elect the majority of directors of a company; or with respect to a natural person, includes the spouse, parents, children, brothers and sisters of such natural person.

“Competing Business” means the following businesses: (i) target business; (ii) the research and development, production and sale of educational electronic products, online educational electronic information service and educational instruments and the provision of the technology services in relation thereto, and any other auxiliary educational products and services with pre-school children and/or primary and secondary school students as target market; (iii) auxiliary products of and related to training schools and/or kindergartens in all forms; (iv) the design, production and sale of cartoon animation, online games and educational software in relation to education, the design, development and sale of educational tools, the design, production and sale of broadcast television programs in relation to education.

4

“Target Equity” means the 100% equity interest held by the existing shareholders in Leisen.

“Target Business” means the business activities being conducted and developed by Leisen on the Closing, including without limitation, the research and development, sale and leasing of teaching materials, educational auxiliary tools, audio-visual products, compact discs, electronic publications and books.

“RMB” means Reminbi, the lawful currency of the PRC.

“Existing Shareholders” means Mr. Tianming Du, Mr. Liangdong Du and Changsha Xingchen, or individually mean any of them as the context hereof requires, including their permitted successors and assigns.

“Information Technology” means computer hardware, software and network.

“Business Information” means all information, know-how and records (whether they are confidential and held in any form), including (without limited to) all formula, processes, innovations, designs, findings, specifications, drawings, data, manuals and descriptions, and all lists of customers and suppliers, sales information, business plans and forecasts, all technologies or other expertise, all computer software and all accounting and taxation records, communications, purchase orders and inquiries.

“Subsidiaries” means any subject (excluding natural person) directly or indirectly controlled by the Existing Shareholders.

“Intellectual Properties” means the patents, trademarks, DMF documents, domains, trade secrets and know-how, design rights, copyrights, copyrights of computer software, processes and procedures, innovations and database rights (whether they have been registered and including applications for registration of any of the above), and other similar rights or forms of protection.

“PRC” or “China” means the People’s Republic of China, but solely for the purposes of this Agreement, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan, China.

1.2 Interpretation

The number and heading of articles are for convenience of reference only and shall not affect the interpretation and construction of this Agreement.

5

ARTICLE 2.
EQUITY TRANSFER

2.1 The Existing Shareholders, as the legal owners and beneficiaries of the Target Equity, hereby agree to sell and transfer to Future Noah, and Future Noah hereby agrees to accept the transfer of, the Target Equity on the terms and conditions of this Agreement.

2.2 There shall be no encumbrances on the Target Equity to be transferred on the date specified herein.

ARTICLE 3.
TRANSFER PRICE

3.1 As a consideration for the acquisition of the Target Equity, Future Noah shall pay to the Existing Shareholders a transfer price in an amount of RMB1.3 million in accordance with the terms and conditions set forth herein.

3.2 Subject to the satisfaction or waiver by Future Noah in writing of all the Closing Conditions, Future Noah shall fully pay the transfer price set forth in Article 3.1 on the Closing Date. The payment shall be remitted in RMB by way of wire transfer to a bank account in China as designated by the Existing Shareholders. The Existing Shareholders shall issue to Future Noah an invoice or payment receipt in respect of the transfer price on the Closing Date.

3.3 The Existing Shareholders shall provide Future Noah in writing with the information relating to their bank account opened in China for receiving the transfer price no later than five day prior to the Closing Date.

3.4 All the distributable profits of Leisen as of 31 May 2009 as calculated according to the method confirmed by the Parties shall belong to the Existing Shareholders.

ARTICLE 4.
REPRESENTATIONS AND WARRANTIES

4.1 Save as disclosed in the manner confirmed by Future Noah, each Party represents and warrants to the other Parties as follows:

(a) all the Warranties made by him/it in Appendix 4.1 are accurate in all respects on the date hereof; and

(b) all the Warranties made by him/it in Appendix 4.1 will continue to be accurate in all respects until and including the Closing Date, as if they were made again immediately before the Closing based on the facts and circumstances on that day.

6

The Parties agree that the Existing Shareholders shall be severally and jointly liable for the Warranties set forth in this Article 4.1.

4.2 Notwithstanding any potential investigation by any other Parties and their respective agents or advisers, the Parties confirm and accept that Future Noah executes this Agreement in reliance on all representations and Warranties made by the Existing Shareholders. The Existing Shareholders warrant that they will be liable for and fully indemnify Future Noah against any losses, damages, liabilities, costs or expenses arising from the following circumstances:

(i) any representations and Warranties being untrue, misleading or involving omission to state material facts or being violated;

(ii) any claims in connection with the settlement of any situation where representations and Warranties are untrue or misleading, omit to state material facts or have been violated;

(iii) any arbitrations or legal proceedings arising from any claims made by other Parties in respect of any situation where representations and Warranties are untrue or misleading, omit to state material facts or have been violated; and

(iv) the implementation of any such settlement or arbitral award or judgment and the amount therefor, including legal and other costs, and any possible tax liabilities.

4.3 Each of the representations and Warranties stated in Appendix 4.1 shall be construed as a separate and independent warranty, and shall not be limited or bound by the terms of any other representation and Warranties or the application of any other terms hereof or the inference made from such other terms (provided that any contrary expressly stipulated). If there is any conflict between any representations and Warranties stated in Appendix 4.1 and the information disclosed by the Existing Shareholders in the manner confirmed by Future Noah, the information disclosed by the Existing Shareholders in the manner confirmed by Future Noah shall prevail.

4.4 Each Party hereby warrants that he/it shall, prior to the Closing, immediately disclose to the other Parties in writing on a voluntary basis and upon request any events, facts or circumstances that may be known to him/it after the execution hereof to be inconsistent with any Warranties, or may reasonably expect to have material effects on the valuation of Leisen, or may enable other Parties to make claims against him/it in accordance with this Agreement.

4.5 If any of the representations and Warranties set forth in Part A of Appendix 4.1 is false or incorrect or omits to state material facts due to the reasons of the Existing Shareholders, the Existing Shareholders shall immediately indemnify and hold Leisen harmless from and against any losses, damages, costs, and all other adverse circumstances of any kind and nature that would not be resulted if such warranties were true or correct or did not omit any material facts.

4.6 If Future Noah discovers any breach by the Existing Shareholders of Article 4.1 hereof within 18 months after the Closing, it shall have the right to pursue the liabilities from the Existing Shareholders in accordance with the relevant requirements of this Agreement.

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ARTICLE 5.
TRANSITION PERIOD

5.1 The Existing Shareholders shall procure Leisen to develop the Target Business within the normal business scope during the period from the date hereof to the Closing Date (hereinafter referred to as the “Transition Period”). During the Transition Period, the Existing Shareholders shall procure Leisen to meet the following requirements. Leisen shall:

(a) make reasonable effort to

(i) prevent its existing business structure and reputation from being infringed;

(ii) protect its assets and properties and maintain their good working condition to enable the normal operation of Leisen, and make foreseeable depreciation to them in reasonable circumstances;

(iii) maintain the services provided to it by its customers, suppliers and other units or individuals or its cooperation with them, and preserve the good reputation of Leisen;

(iv) continue to take part in all existing production, sale, marketing and promotion activities in connection with the Target Business and Leisen.

(b) keep its accounts and accounting records in a normal or usual manner

(i)	without making any significant changes to the following: the methods of pricing, investment, financial statement, inventory, bank deposit, government subsidies, taxation practices, calculation of doubtful debt, and reserves;
(ii)	without making any changes to financial years.

(c) comply with all applicable laws and regulations, and government rules for the development of the Target Business. In the event of the breach of any applicable laws and regulations, it shall immediately notify Future Noah after it is aware of such breach.

5.2 During the Transition Period and without prejudice to Article 6.1 hereof and without affecting the normal operation of Leisen, the Exiting Shareholders shall procure Leisen to allow Future Noah and its representatives to enter the office premises of Leisen and to have access to Leisen’s senior officers within the normal office hours after serving a reasonable advance notice, and shall, upon reasonable request from Future Noah or its representatives and advisers from time to time, provide or cause others to provide them with any financial and operational data relevant to the Target Business of Leisen and other information.

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5.3 The Existing Shareholders jointly undertake that, without the written consent of Future Noah, Leisen shall, during the Transition Period, not do the following:

(i)	amendments to its articles of association or other constituent documents;
(ii)	increase or decrease of its registered capital;
(iii)	merger, consolidation, sale or transfer of all or substantial part of its assets;
(iv)	realization, dissolution or liquidation, reorganization or restructuring of capital structure in any form, or any matters leading to the change of control;
(v)	authorization or issue of any securities, including any equity;
(vi)	purchase of any equity of entities, or merger with any other entities or participation in any joint ventures;
(vii)	increase of the number of directors;
(viii)	any significant changes to any accounting policies, standards or principles of Leisen;
(ix)	declaration and payment of any dividends or making distribution in any other form (save for the circumstances described in Article 3.4 hereof);
(x)	any significant change to the nature of the Target Business, or suspension or termination of any part of the Target Business;
(xi)	approval of the annual budget and business plan;
(xii)	creation of an indebtedness whose single amount or cumulative amount for three months exceeds RMB50,000;
(xiii)	creation of a guarantee whose single amount or cumulative amount for three months exceeds RMB50,000;
(xiv)	obtaining of loans or credits from any financial institutions;
(xv)	creation of indebtedness of any types that are beyond the scope of ordinary business operation of Leisen;
(xvi)	transfer, sale or disposal of the fixed assets and property of Leisen that are beyond the scope of its ordinary business operation, creation of any pledge, mortgage or guarantee over such assets and property, or provision of any guarantee to third parties;
(xvii)	making any capital expenditure or commitment in an amount of RMB50,000 or more, such as the purchase of fixed assets or investment;
(xviii)	execution of contracts that are not in the nature of normal business operation;
(xix)	change of the senior management of Leisen, or change of the terms and conditions of any labor contracts between Leisen and its employees;
(xx)	institution or resolution of any litigation or arbitration;
(xxi)	other acts which will reduce the value of Leisen.

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5.4 Satisfication of the Closing Conditions

The Existing Shareholders shall sign and deliver all documents required to be signed or delivered at the Closing. As one of the conditions for the completion of the Closing, the Existing Shareholders shall make the best effort to take all steps that are necessary or required and act with great effort, in good faith and responsibly to satisfy the requirements of the Closing, and shall warrant that Leisen will not take or omit to take any action, which enables the Closing Conditions not to be satisfied.

5.5 If the Existing Shareholders fails to comply or violates any requirements of this Article 5 without the consent of Future Noah, Future Noah shall have the right to: i) terminate this Agreement by serving a written notice to the Existing Shareholders; in which case, Future Noah will not bear its obligation hereunder, including the obligation to pay the consideration for transfer of the Target Equity; and ii) demand for compensation for damages. The Existing Shareholders shall indemnify Future Noah against any loss or damage suffered by it due to the breach of this Agreement.

ARTICLE 6.
CLOSING AND FURTHER ASSURANCE AFTER THE CLOSING

6.1 The Closing shall be conditional upon the fulfillment or waiver by Future Noah in writing of all the following conditions:

(i) there exists no laws or orders which prohibit or restrict the equity transfer hereunder.

(ii)	Future Noah completes the due diligence, but fails to discover any material legal defects or risks or potential liabilities of Leisen, or any other circumstances which might have material adverse effects on the business or assets or the Target Equity of Leisen.
(iii)	all the restructuring steps No. 1 to 20 as set forth in Part 3 of the Restructuring Memorandum have been completed in a legal and effective manner, and the completion of all such restructuring steps have been verified by the legal counsel to Future Noah.
(iv)	the change of registration of shareholders hereunder with the relevant SAIC has been completed, and Future Noah has registered with the relevant SAIC as a shareholder of Leisen.
(v)	the appointment of the new board of directors of Leisen has been made in accordance with the requirements of Future Noah, and such appointment has been filed with the relevant department in charge of industrial and commercial registration.

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(vi)	all Warranties made by each Party to the other Parties as stipulated in Appendix 4.1 are true and accurate in all respects on the Closing Date by reference to the facts and circumstances occurred on that day (except for those disclosed by the Existing Shareholders and approved by Future Noah). Leisen and the Existing Shareholders shall give written confirmation in respect thereof to Future Noah on the Closing Date.
(vii)	Leisen and the Existing Shareholders shall perform and comply with all agreements, undertakings and obligations that shall be completed or complied with on or prior to the Closing Date as required by this Agreement. The Existing Shareholders shall issue to Future Noah on the Closing Date a certificate showing the compliance with the aforesaid.
(viii)	there have been no significant changes to the Target Business of Leisen, which might have substantive adverse effects on the Target Business after the Closing, unless such changes have been approved in advance by Future Noah in writing. Such significant changes mean the loss of one or more key customers; revocation, withdrawal or cancellation of any business license of Leisen or any permits relevant to the Target Business (or the issuance of notice by any PRC government authorities threatening to revoke, withdraw or cancel such licenses and permits); destruction of or serious damages to any facilities, property or information being or to be applied for the development of the Target Business; any adverse changes to the training team and research and development team in relation to the Target Business.
(ix)	there have been no material adverse changes to the operation of Leisen, its assets, financial or other situations.
(x)	all assets necessary for the businesses being or to be conducted by Leisen (including without limitation, tangible assets, licenses, contracts, IP, intellectual property rights registered and unregistered, proprietary technologies, products being developed with or without copyrights, teaching materials, related electronic or written materials, etc.) are complete, lawful, valid and in good condition, and Leisen shall be the legal and valid owner of such assets or have the right to use the same.
(xi)	the legal counsel to Leisen as recognized by Future Noah has issued a legal opinion on the Closing Date, the form and substance of which are to the satisfactory of Future Noah.

6.2 The Parties shall use their best endeavor to procure all the Closing Conditions to be satisfied, and Leisen shall deliver to Future Noah any originals such as letters, certificates or documents or such other written form as may be acceptable by Future Noah, showing that all the Closing Conditions have been satisfied no later than three working days prior to the Closing Date. If a Party is at any time aware of any facts or circumstances that may prevent any condition from being satisfied, he/it shall notify the other Parties immediately.

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6.3 Future Noah shall, within three working days of the receipt of the originals of all letters, certificates and documents specified in Article 6.2 or their certified true copies, issue a written notice to Leisen to confirm that all the Closing Conditions have been satisfied or deemed to have been satisfied. Future Noah may at any time waive any of the Closing Conditions in writing pursuant to the conditions as may be determined by it within the scope as it thinks fit and is legally entitled to do so.

ARTICLE 7.
NON-COMPETITION

7.1 Within ten years from the date hereof, each of the Existing Shareholders shall undertake and warrant that he/it and any of his/its family members (including his spouse, children, brothers and sisters), associated enterprises, subsidiary enterprises, subsidiaries and shareholders shall not:

(i) directly or indirectly engage, invest or be involved in or manage any entities, businesses or products that are identical, similar to or in competition with the Competing Business, nor shall they have any direct or indirect rights or interests in any entities, businesses or products that are identical, similar to or in competition with the Competing Business.

(ii) directly or indirectly enter into any transactions in relation to the Competing Business with any customers, potential customers, representatives, agents, enterprises with business relationship or other persons doing business with Leisen in any manner or way for the account of themselves or any third parties.

(iii) directly or indirectly induce any customers, potential customers, representatives, agents, suppliers, enterprises with business relationship or other persons doing business with Leisen in any manner or way to terminate their relationship or contact with Leisen for the account of themselves or any third parties.

(iv) directly or indirectly employ, hire or induce, recruit, encourage, persuade or procure any advisers, contractors, employees, directors, management, managers, representatives, agents or other persons currently working for Leisen in any manner or way to terminate their relationship or contact with Leisen for the account of themselves or any third parties.

(v) use or register any patents, trademarks, trade names, logos, copyrights, proprietary technologies or other intellectual property rights that are identical, similar or relevant to the intellectual property rights owned by, transferred or licensed to Leisen (whether registered or not) or that are developed based on such intellectual property rights.

7.2 Notwithstanding the above Article 7.1, to the extent that the employment of the shareholders of Changsha Xingchen is discharged by Leisen for the reasons other than their individual fault, the obligations of non-competition mentioned above shall not apply to those shareholders whose employment have been discharged.

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ARTICLE 8.
EFFECTIVENESS

This Agreement shall become effective once it is signed by the respective authorized representatives of the Parties.

ARTICLE 9.
CONFIDENTIALITY

9.1 The Parties agree to keep in strict confidence all information, proprietary technologies, documents and records relating to any Party or his/its proprietary rights (hereinafter referred to as the “Confidential Information”), regardless of whether such information, proprietary technologies, documents and records are obtained during, prior to or after the execution hereof. Save as disclosed to any directors, officers, employees, agents or other professional personnel or advisers who must know these information for the performance of their duties, the Parties shall not disclose any such Confidential Information to any persons or entities.

9.2 The obligation of confidentiality stipulated in Article 9.1 above shall not apply to the following information:

(i) as may be evidenced by reasonable proof, any information possessed by the receiving Party at the time of disclosure by the disclosing Party and, in respect of which the receiving Party is not subject to any obligation of confidentiality;

(ii) any information which is in the public domain at the time of or after receiving such information by the receiving Party, except for the information that is in the public domain due to the breach of this Agreement by the receiving Party;

(iii) any information obtained by the receiving Party from a third party who is entitled to disclose such information to the receiving Party, and such disclosure does not violate any obligation of confidentiality; or

(iv) any information that is developed by the employees or agents of the receiving Party completely independent of any such disclosure or disclosures from the disclosing Party.

9.3 The Parties shall ensure that any personnel who receives the Confidential Information from their respective directors, officers, employees, agents, other professional personnel and advisers will comply with Article 9 hereof with regard to the obligation of confidentiality. Non compliance with the requirement by the personnel shall be deemed as a breach of Article 9 hereof by the Party to which such personnel belongs.

9.4 Any restrictive use of such confidentiality obligation and Confidential Information shall not apply to the circumstances where disclosure is required by laws and regulations or any governmental departments or relevant authorities, provided that the receiving Party shall consult with the disclosing Party with respect to the form, time, nature and purpose of disclosure in advance.

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9.5 All Confidential Information and all materials provided by the disclosing Party to the receiving Party shall in any way be the property of the disclosing Party. The receiving Party shall, upon request in writing by the disclosing Party, immediately return all documents in hard copies and electronic format, and other articles containing the Confidential Information, and shall not keep any copies thereof.

9.6 After the termination or expiration hereof, unless otherwise agreed by the Parties in writing, the receiving Party shall, upon request by the disclosing Party in writing, return to the disclosing Party or destroy all documents in hard copies and electronic format containing the Confidential Information and other materials, as well as all the copies thereof. In the event that the above documents or materials are destroyed upon request, the receiving Party shall notify the disclosing Party in writing after the destruction.

9.7 The receiving Party shall indemnify against all losses, liabilities and costs suffered by the disclosing Party in connection with any breach of Article 9 hereof by the receiving Party or any of its directors, officers, employees, agents, other professional personnel or advisers.

9.8 The confidentiality obligation stipulated in Article 9 hereof shall continue to be effective during the whole term of this Agreement and within one year thereafter.

ARTICLE 10.
BREACH OF CONTRACT

10.1 If any Party does not perform any of its substantive obligations hereunder, or any representations and Warranties hereunder are inaccurate, untrue or misleading, it shall constitute a breach of this Agreement (hereinafter referred to as the “Breach”). The defaulting Party shall indemnify against all damages and losses suffered by the non-defaulting Party as a result of such Breach. Notwithstanding this Article 10.1 hereof, the defaulting Party shall make compensation pursuant to Article 11.4 hereof and shall not be subject to this Article 10.1 in the event of the circumstances stipulated in this Article 11.4.

10.2 Except for the circumstances set forth in Article 4.5, if any Party is in breach of this Agreement, the defaulting Party shall make remedy to such Breach within 30 days after any of the other Parties issue a written notice of the Breach. If the remedy cannot be made during the above period, the non-defaulting Party shall be entitled to compensation for all damages and losses in relation to or arising from such Breach.

ARTICLE 11.
TERMINATION

11.1 If the defaulting Party fails to make remedy to the Breach within 30 days after the non-defaulting Party issues a written notice pursuant to Article 10.2, this Agreement may be terminated by the non-defaulting Party (if the Breach is made by any of the Existing Shareholders, then Future Noah; if the Breach is made by Future Noah, then any of the Existing Party) by written notice.

11.2 Without prejudice to any other rights or reliefs that may be available to the non-defaulting Party, following the termination of this Agreement:

(i) all rights and obligations of the Parties will be ceased immediately after the termination but such termination will not affect the rights and obligations of the Parties that have been occurred at that time (including the right to claim for damages due to the Breach leading to the termination hereof (if any)), and any other Breaches by any Party prior to the termination;

(ii) the Parties shall use the best endeavor to coordinate among themselves to revoke transactions so as to resume to the state as if this Agreement had never been signed by the Parties.

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11.3 Unless otherwise agreed by the Parties in writing, if any Closing Condition fails to be satisfied on the Closing Date, the Closing Date will be extended to 1 August 2009 at the latest. If, as at 1 August 2009, any Closing Condition has not yet been satisfied or the conditions that are not satisfied have not been waived by Future Noah in writing, Future Noah and the Existing Shareholders shall have the right to terminate this Agreement by giving the other Parties a written notice at least 30 days prior to the termination. When this Agreement is terminated under this Article, all obligations of the Parties hereunder shall be terminated, save for any obligations that are survived because of no time restriction expressly stated, but (for avoidance of doubts) all rights and obligations created prior to the termination shall survive. Notwithstanding the above requirements, If all the Closing Conditions cannot be satisfied due to the fault of the Existing Shareholders, the Existing Shareholders shall have no right to terminate this Agreement pursuant to this Article 11.3; if all the Closing Conditions cannot be satisfied due to the fault of Future Noah, Future Noah shall have no right to terminate this Agreement pursuant to this Article 11.3.

11.4 If the Closing hereunder has not been taken place on 1 August 2009 due to the fact that any Closing Condition of this Agreement has not been satisfied, the Existing Shareholders shall immediately indemnify RMB1.3 million to Future Noah. In the event that all the Closing Conditions cannot be satisfied due to the reason of government, the Existing Shareholders shall not be liable for making any compensation to Future Noah due to the failure to satisfy the Closing Condition; for avoidance of doubts, the Parties agree that if all the Closing Conditions cannot be satisfied when the Parties cooperate with each other with the greatest sincerity but still fails to obtain all the necessary government approvals, permits or registrations relating to the Closing Conditions, it shall be deemed as the reason of government as agreed above. If all the Closing Conditions are satisfied prior to the Closing Date and Leisen has delivered to Future Noah the originals of any letters, certificates, documents showing that all the Closing Conditions have been satisfied or any other written form that may be satisfactory to Future Noah pursuant to Article 6.2 but Future Noah fails to pay the transfer consideration pursuant to Article 3.2 hereof, Future Noah shall immediately indemnify RMB1.3 million to the Existing Shareholders.

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ARTICLE 12.
DISPUTES RESOLUTION

12.1 In the event of any conflict, demand or dispute arising from this Agreement, or any breach, termination or invalidity hereof, the Parties shall resolve such conflict, demand or dispute through friendly consultation. If such dispute cannot be resolved by the Parties through friendly consultation within 30 days after a Party gives a written notice demanding for consultation in respect of such conflict, demand or dispute, it shall be referred to China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with its arbitration rules.

(i) Save for their respective obligations of confidentiality, the Parties shall, during arbitration and in the course relating to the arbitration, fully disclose to the other Party any information or documents required by him/it, and provide him/it with complete channels from which such information or documents are obtained.

(ii) The Parties shall continue to exercise and perform their respective rights and obligations hereunder at the time of and after submitting the dispute for arbitration, except for those rights or obligations directly related to such dispute.

(iii) The arbitration award shall be final and binding upon the Parties.

12.2 Actual Performance

The Parties shall be aware that any relief stipulated by laws may not be sufficient in the event of any breach or possible breach of this Agreement, and that they may demand for actual performance and other reliefs available under applicable laws and regulations in addition to the relief specified in Article 12.1 to the extent that no guarantee is provided.

ARTICLE 13.
MISCELLANEOUS

13.1 The formation of this Agreement, its validity, interpretation and implementation shall be governed by the laws of the People’s Republic of China.

13.2 The Parties agree that all expenses and costs incurred by the Parties in connection with the transaction, including but not limited to the following costs, shall be borne by the Parties:

(i) any cost relating to the due diligence by Leisen;

(ii) any cost in connection with the drafting, negotiation and execution of this Agreement;

(iii) any cost for the Closing of the transaction, such as (but not limited to) the cost for change of registration of shareholders with SAIC;

(iv) actual expenses incurred by Future Noah for the transaction (such as travelling expenses).

For avoidance of doubts, all costs in connection with the engagement of professional advisers in related field for the transaction, such as professional advisers in the areas of law, taxation, accounting and the Target Business, shall also be borne by the Parties.

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13.3 Failure or delay on the part of the Parties to exercise any right, power or privilege under this Agreement shall not be deemed as a waiver thereof, nor shall any single or partial waiver of any right, power or privilege preclude the further exercise of such right, power or privilege.

13.4 No Party shall transfer all or part of this Agreement without the prior written consent of the other Parties.

13.5 Any modification or amendment to this Agreement shall not be made unless with the written consent of the Parties.

13.6 The invalidity of any provision of this Agreement shall not affect the validity of any other provision of this Agreement.

13.7 This Agreement shall constitute the complete agreement between the Parties with respect to the subject matter of this Agreement and supersede all previous discussions, negotiations and agreements between the Parties.

13.8 Any notice or written correspondence to be given by a Party to any of the other Parties hereunder, including but not limited to all proposals, written documents or notices referred to herein, shall be written in Chinese, and shall be delivered by facsimile or courier. Any notice or written correspondence described above shall be deemed to have been given: (i) upon 5 days after delivery to a courier company when it is sent by courier; or (ii) upon 2 days after transmission as evidenced by a transmission report if it is transmitted by facsimile. Unless the other Parties receive a written notice from a Party for the change of the following address, all notices and written correspondences shall be delivered to the Parties at the following address:

Mr. Tianming Du

Address: 5/F, Wuyi Xinganxian, No. 717, Wuyi Road West, Changsha City

Telephone: 073-2682655

Mr. Liangdong Du

Address: 5/F, Wuyi Xinganxian, No. 717, Wuyi Road West, Changsha City

Telephone: 0731-2682655

Changsha Xingchen Enterprise Management & Consultation Co. Ltd.

Contact person: Mei Huang

Address: 5/F, Wuyi Xinganxian, No. 717, Wuyi Road West, Changsha City

Telephone: 0731-2682655

Shenzhen Zhi Yuan Noah Internet Technology Co., Ltd.

Contact person: Honghong Li

Address:  No. B1003, Futian Tian’an Hi-Tech Venture Park, Futian District, Shenzhen, Guangdong Province

Telephone: 0755-82049585

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13.9 All appendices hereto shall constitute an integral part of this Agreement and shall have the same effect as Article 1 to Article 13 of this Agreement.

13.10 This Agreement is executed in Chinese in 8 original copies and each Party hereto shall keep one copy. One copy shall be submitted to the SAIC for the change of registration of shareholders and the remaining copies shall be kept by Leisen.

[This page is intentionally blank and the signature page for the Equity Transfer Agreement]

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be duly executed by their respective duly authorized representatives on the day first above written.

Mr. Tianming Du
/s/	(Signature)
Mr. Liangdong Du
/s/	(Signature)

Changsha Xingchen Management Consulting Co. Ltd.

Legal representative:	/s/	(Signature)
	Liangdong Du

[Chop of Changsha Xingchen Management Consulting Co. Ltd. is affixed]

Shenzhen Zhi Yuan Noah Internet Technology Co., Ltd.

Legal representative:	/s/	(Signature)
	Dong Xu

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APPENDIX 4.1

REPRESENTATIONS AND WARRANTIES

Part A

Save as disclosed by the Existing Shareholders to Future Noah in a manner acceptable to Future Noah, each of the Existing Shareholders jointly and severally represents and warrants to Future Noah as follows:

1. Approval and License from the “PRC” Regulatory Authorities

(A) All licenses, consents and other permits and approvals necessary for or in relation to the development of the Target Business of Leisen have been obtained and are in full force and effect.

(B) All reports, declaration forms and information relating to the Target Business of Leisen as required by laws or necessary to be submitted or provided to any person or competent authorities as a condition for any licenses, consents, permits or approvals have been submitted or provided to the relevant persons or competent authorities, except for those reports, declaration forms and information that have not been submitted or provided, which would not have any material adverse effect on Leisen.

(C) There are no circumstances where any licenses, consents, permits or approvals that are necessary for the continuous operation of the Target Business of Leisen may be modified, revoked or not renewed, or any right of modification or revocation may be given in such circumstances, save for the circumstances where such modification, revocation or non-renewal is expected not to have any material adverse effect on Leisen.

2. Civil Capacity of the Existing Shareholders

(A) They have full legal rights, all requisite corporate power and authority, and have taken all corporate actions required to execute and deliver this Agreement, fully perform their respective obligations under such documents and to complete the transaction hereunder.

(B) This Agreement, once executed and delivered by the Parties hereto, constitutes their lawful, valid and binding obligations and is enforceable against them pursuant to their respective terms.

(C) The execution and delivery by the Existing Shareholders of this Agreement and the performance of their respective obligations hereunder will:

(i) not violate any provisions of their respective memorandum or articles of association; and

(ii) not violate any legal instrument binding on them nor constitute the non-performance of their respective obligations under such legal instruments; and

(iii) not violate orders, judgments or decrees of any court or government authorities binding on them; and

(iv) not require any consent from shareholders of any of the Existing Shareholders, except for those consents that have been obtained.

except for the above circumstances which would not affect the performance of their obligations hereunder.

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3. Ownership of Leisen and its Affairs

(A) Leisen is a limited liability company duly incorporated, existing and registered under the laws of the PRC. It has the right to exercise all civil rights, power and capacity of a company, and has passed annual inspections over the years.

(B) The total amount of the registered capital of Leisen amounts to RMB1 million. Leisen has made capital contributions and settled the payment in respect thereof in full, and the capital verification has been made in accordance with the applicable PRC laws and regulations.

(C) There are no options, pre-emptive rights, mortgages, pledges, liens or other forms of guarantees or other rights relating to or created over or affecting all or any part of the shares of Leisen. In addition, there are no agreements or undertakings for the provision or creation of any of the above, nor are there any persons who claim to be entitled to any of the above interests.

(D) There are no outstanding agreements or undertakings requiring the allocation, issue or transfer of any equity of Leisen, or granting to any persons the right to allocate, issue or transfer any equity of Leisen.

(E) Leisen does not own any shares nor has similar shareholders’ interest in any companies, affiliated companies, offices, branches and other social organizations; nor does it directly or indirectly control or invest nor has any interest in any other entities.

(F) Copies of the existing business license and articles of association of Leisen that have been submitted by the Existing Shareholders to Future Noah or its representatives and advisers on the date of this Agreement are complete and accurate in all respects.

(G) Leisen maintains any account books that are necessary for its business operation in accordance with applicable PRC laws and regulations, and such account books accurately recorded any matters that shall be recorded in the account books; Leisen has not received any notices or allegations stating that any of the above records are inaccurate or should be rectified.

(H) All documents that shall be submitted by Leisen to all the relevant PRC government departments and other competent authorities have been properly submitted, save for those documents that have not been submitted, which would not have any material adverse effect on Leisen.

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4. Accuracy and Sufficiency of Information

(A) All information supplied by the Existing Shareholders or Leisen to Future Noah or its advisers are true, accurate and complete in all respects, and there are no facts or matters that have not been disclosed to Future Noah or any of its advisers, which would result in any of the information becoming inaccurate or misleading because of omission or ambiguity in terms of meaning or due to any other reasons.

(B) Leisen and the Existing Shareholders have, upon reasonable request from Future Noah, provided Future Noah or its advisers with all information that can be obtained without paying unreasonable costs within the scope of their control for Future Noah to determine whether or not to accept the transfer of the Target Equity. The written information and public documents provided by Leisen to Future Noah in relation to this Agreement do not include the misrepresentation or misstatement of material facts, or material facts the omission of which would make any representations contained in this Agreement or such disclosed documents misleading.

5. Accounts of Leisen

(A) The accounts of Leisen:

(i) are prepared in accordance with the PRC laws, and the accounting principles and practices recognized by the PRC and also generally accepted by companies which conduct any business that is similar to the Target Business (PRC GAAP and IFRS);

(ii) are complete and accurate in all respects, and have made full provisions for bad and doubtful debts, obsolete, depreciated and unsaleable stocks and profit taxes (whether they are profits from income or capital profits) for any period ending on or prior to the completion date of the accounts of Leisen;

(iii) reflect a true and fair view of the state of affairs of Leisen for each of the financial year ends covered by the corporate accounts, and the profits or losses of Leisen for each financial year covered by the corporate accounts; and

(iv) are not affected by any extraordinary, exceptional or non-recurring items, save for any items expressly disclosed in the accounts of Leisen.

(B) Leisen does not have any liabilities that have not been fully disclosed or provided for in its accounts (whether actual, contingent, undetermined in terms of amount or in dispute) or any outstanding capital commitments.

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6. Accounting Records

(A) Leisen maintains proper and consistent accounts, books, ledgers, financial and other records; such accounting records contain the latest information, the complete and accurate details of the business activities of Leisen, and all matters that must be recorded in accordance with the Company Law of the People’s Republic of China and the Accounting System of Enterprises of the People’s Republic of China.

(B) Such accounts, books, ledgers, financial and other records, which constitute the property of Leisen, are owned and controlled by Leisen, and no notices or allegations stating that any of the above records are inaccurate or should be rectified have been received.

(C) All transactions relating to the Target Business of Leisen have been recorded in the accounting records of Leisen in a proper and timely manner, and no errors or differences of any nature have been included or reflected in such accounts, books, ledgers, financial and other records, and such records truly and accurately reflect the financial situation of Leisen and give explanation of its transactions.

7. Contract and Undertakings

(A) Leisen is not a party to, nor does it bear any legal liabilities (whether present or future) in respect of any of the following:

(i) any guarantee, indemnification, guarantee relationship or letter of credit;

(ii) any contract or arrangement which directly or indirectly restricts the freedom of Leisen to operate its business around the world in any manner as it think fits, or directly or indirectly restricts the ability of Leisen to transfer all or any part of its business;

(iii) any joint venture agreement or arrangement, partnership right or obligation for the purpose of profit sharing (but for avoidance of doubts, excluding any arrangement which shares fees or operating income on a case-by-case basis), or any other agreement or arrangement where Leisen and any other persons jointly participate in any business;

(iv) any agreement or arrangement involving any matters that are beyond the ordinary business scope of Leisen, or constituting commercial transactions or arrangements that derivate from the usual model of the Target Business;

(v) any contract or arrangement in which any directors of Leisen or its Affiliates have direct or indirect interest, except for employment contracts;

(vi) any contract or arrangement that is not signed in the ordinary course of business and involving the expenses or incomes of Leisen in any financial year which exceed RMB100,000;

(vii) any contract or arrangement that is not signed with any Affiliates or subsidiary enterprises of Leisen in the ordinary course of business and involving the payment or incomes which exceed RMB50,000;

(viii) any contract or arrangement that cannot be terminated by Leisen by a notice of 3 months or such shorter period without the payment of any special compensation; or

(ix) any contract or arrangement which may be terminated in the event of any change in the ownership or control of Leisen or will be materially affected due to such change.

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(B) Save for any guarantees or Warranties required by laws or those contained in the standard business terms of Leisen that the Existing Shareholders have provided to Future Noah on or prior to the date hereof, Leisen has not provided any guarantee, indemnification or Warranties, nor made any representation in respect of any goods or services that have been provided or will be provided pursuant to executed contracts, nor has it assumed any liabilities or obligations applicable to it after the provision of such goods or service.

(C) Leisen and the Existing Shareholders have not been aware of the violation or invalidity of any material contracts to which Leisen is a party, or any reasons that such contracts be terminated, revoked, abrogated or refused for performance, nor have they been aware of any such allegation, except for the circumstance where a third party to the relevant contracts has not made any payment.

(D) Leisen does not have any outstanding prices or tenders or sale or service proposals which are of significance to its business and, if accepted, are likely to result in loss.

8. Authorization

Except for the authorization given to employees to enter into contracts for routine transactions in the course of the performance of their usual duties or to be involved in the business operation and management activities customarily conducted by Leisen, Leisen has not given nor provided any authorization or other basis of authorization that are outstanding or remain effective to any person to enter into any contracts or undertakings on behalf of Leisen.

9. Operation

The major customers or suppliers of Leisen have not ceased or expressed their intention to cease their transactions with Leisen, and to the best of knowledge of the Existing Shareholders, no major customers or suppliers of Leisen are likely to reduce significantly the number of their transactions with Leisen; to the best of knowledge of the Existing Shareholders, the execution or Closing of this Agreement will not have any adverse effect on the attitude or act of the major customers or suppliers towards Leisen.

Leisen is in compliance with all applicable laws, regulations, government requirements and the relevant permits and licenses during its operation. There are no circumstances where such applicable laws, regulations, government requirements and the relevant permits and licenses are violated.

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10. Arrangement between Leisen and the Existing Shareholders

Leisen has not agreed to provide guarantee or any security or indemnification in respect of any liabilities or obligations of any of the Existing Shareholders or any persons related to the Existing Shareholders.

11. Bank Accounts and Loans

(A) Leisen has not have any outstanding loan capital, nor has it borrowed or agreed to borrow any amount which consequently fail to make repayment or to perform its loan obligations. It is not a party to nor has any obligation relating to any of the following:

(i) any loan agreement, debenture, acceptance credit, bill of exchange, promissory note, finance lease, debt or stock financing, transfer and sale arrangement or sales and leaseback arrangement for discount or account receivables;

(ii) any other arrangement for the purposes of fund raising or the provision of fund or credit.

(B) Leisen does not hold any shares and securities that are not paid in full or with any additional liabilities, nor does it have any liabilities in connection with the above shares or securities.

(C) Leisen has not lent or agreed to lend any amount which consequently fail to get back the repayment, nor is it interested in any existing or future debts (save for the amount receivables of Leisen in the ordinary course of business).

(D) Leisen has not signed any mortgage, guarantee or indemnification contract that is invalid and unenforceable pursuant to its terms.

(E) There have been no events which would result in the non-performance or breach of any terms of the loan capitals, borrowings, debentures or financing of Leisen, or which would entitle any third parties to demand for repayment prior to the normal payment date. No persons have alleged the occurrence of such events.

(F) Leisen has not borrowed any amount from any source of capital, save for those amount that is borrowed in the ordinary course of business and will not have any material adverse effect on the production and operation of Leisen.

12. Working Capital

Leisen has sufficient working capital from internal source to meet its current requirement and to complete any purchase orders, projects and contractual obligations that have been issued to or assumed by it pursuant to the relevant terms.

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13. Insolvency

(A) No orders nor applications have been made to require for the liquidation of Leisen; no meetings have been convened for the purpose of considering resolutions for the liquidation of Leisen; and no such resolutions have been approved.

(B) No receiving orders have been made for Leisen; no petitions or applications have been made to require for making such orders; no receivers have been appointed for Leisen; no notices have been issued or submitted for the purpose of appointing receivers for Leisen; and no steps or procedures have been taken or commenced for the purpose of appointing receivers for Leisen.

(C) No receivers (including administrative receivers) have been appointed in connection with all or any assets of Leisen.

(D) No debt restructuring agreements between Leisen and its creditors or proposals of similar arrangement have been put forward.

(E) There are no valid rights of Leisen to delay in making payment; no steps or procedures have been taken or commenced for the purpose of obtaining such right.

(F) No events involving Leisen that are similar to any of the above have been occurred.

(G) Leisen is not insolvent nor unable to pay debts, nor does it cease to repay any debts that are due.

(H) No judgements against Leisen have not been performed.

14. Litigation and Claims

(A) Neither Leisen nor its Existing Shareholders participate in any prosecutions, arbitrations or other dispute resolution proceedings or administrative or criminal proceedings as the capacity of claimant, defendant or otherwise. To the best of knowledge of the Existing Shareholders and Leisen, there are no prosecutions, arbitrations or other dispute resolution proceedings or administrative or criminal proceedings pending that are brought by or against Leisen or its Existing Shareholders, or threatened to be brought by or against Leisen or its Existing Shareholders or expected to be brought by or against Leisen or its Existing Shareholders. To the best of knowledge of the Existing Shareholders, there are no facts or circumstances which might give rise to any prosecutions, arbitrations, mediation or administrative or criminal proceedings.

(B)

To the best of knowledge of the Existing Shareholders, neither Leisen nor its Existing Shareholders have received any written notices in relation to any investigations or enquiries into the affairs of Leisen or its Existing Shareholders that are being made or have been made by any government or other authorities, in particular (but not limited to) any matters in the areas of environmental protection, public health, safety, labor and publication. The Exiting Shareholders are not aware of any situations which would give rise to such formal investigations or enquiries.

If any matters occurred as of the Closing Date give rise to any dispute with any relevant authorities over the matters of environmental protection, public health, safety, labor and publication and other relevant laws and regulations, the Existing Shareholders agree to compensate Leisen immediately for all costs in connection with the settlement of such disputes, including any interests and fines that are imposed.

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(C) Neither Leisen nor its Existing Shareholders have committed any criminal, illegal, unlawful or unauthorized acts, nor have they breached any obligations or liabilities prescribed by or arising from regulations, contracts or otherwise; none of them have any legal liabilities involving the above acts or breaches, nor any claims pending that are against Leisen or its Existing Shareholders, save for those claims which would not have material adverse effects on the production and operation of Leisen.

If any matters occurred due to the reasons of the Existing Shareholders as of the Closing Date give rise to any claims or disputes relating to such violations or breaches, the Existing Shareholders agree to compensate Leisen immediately for all costs in connection with the settlement of such claims or disputes.

(D) Leisen has not produced, sold or provided any products or services that fail to meet all applicable laws, regulations or standards or are defective or hazardous or do not meet any expressed representations or Warranties.

If any matters occurred due to the reasons of the Existing Shareholders as of the Closing Date give rise to any claims or disputes relating to such violations or breaches, the Existing Shareholders agree to compensate Leisen immediately for all costs in connection with the settlement of such claims or disputes.

15. Ownership and Status of Assets

(A) The major assets of Leisen that are necessary for use in the course of the operation of the Target Business have been included in the corporate account of Leisen.

(B) Leisen is the legal and beneficial owner of each asset contained in the corporate account (save for the current assets sold, disposed of or used in the ordinary course of business); such assets are not subject to any third parties’ rights and each asset that can be possessed is possessed by Leisen.

(C) Leisen has the ownership of all assets that are reflected in its balance sheets as assets and there are no mortgages, pledges or liens created over them.

(D)	All other lands, buildings and fixed assets being used by Leisen are leased in accordance with valid leases. All such leases are lawful and valid. Leisen has not violated such leases or committed any faults thereunder.
(E)	Leisen does not have any buildings nor any self-owned land use right.

(F) There are no options, pre-emptive rights, mortgages, pledges, liens (except for any liens legally created in the ordinary course of business) or other forms of guarantees or third parties’ rights relating to or created over or affecting all or any part of the business or assets of Leisen. There are also no agreements or undertakings for the provision or creation of any of the above, nor are there any persons who claim to be entitled to any of the above interests.

(G) All vehicles and office equipment used by Leisen in relation to its business are repaired and maintained properly and operated normally, and can be used for the business of Leisen.

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16. Intellectual Property Rights

(A) Leisen does not use any name other than its company name.

(B) Leisen owns or has the right to use any intellectual property rights and business information that are being used for the Target Business or that are necessary to meet the requirements of current plans and proposals.

(C) All fees and steps in connection with the renewal, application and other formal registration that are necessary for the maintenance, protection and enforcement of intellectual property rights of Leisen have been paid or adopted, or will be paid or adopted according to plans.

(D) The intellectual property rights owned by Leisen are valid, existing and enforceable, and are not subject to any mortgages, options, third parties’ rights or other rights.

(E) All permits involving intellectual property rights and business information, and all agreements entered into by Leisen in relation thereto will not be terminated due to the change of ownership or control of Leisen.

(F) Leisen and, to the best of knowledge of the Exiting Shareholders, any third parties do not violate any permits or agreements which are currently used for the purpose of the business, and which are of significance to the Target Business and relate to any intellectual property rights.

(G) Leisen is under no obligation to grant any licences or sub-licences or to make transfer in respect of any intellectual property rights or business information owned or used by Leisen.

(H) To the best of knowledge of the Existing Shareholders, no third parties are infringing or using without authorization or have infringed or used without authorization any intellectual property rights or business information owned or used by Leisen.

(I) To the best of knowledge of the Existing Shareholders, no activities, business information and intellectual property rights of Leisen constitute and have constituted any infringement or unauthorized use of third parties’ intellectual property rights or business information.

(J) To the best of knowledge of the Existing Shareholders, the intellectual property rights and business information of Leisen are not the subject of any litigations, objections or administrative proceedings.

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(K) To the best of knowledge of the Existing Shareholders, the Confidential Information of Leisen has not been disclosed or otherwise made known to any third parties without requiring the third parties to perform the obligation of confidentiality.

(L) Leisen is not a party to any confidentiality or other agreement that restricts the freedom to use or the disclosure of its business information, nor does it assume any obligations that restrict the freedom to use or the disclosure of its business information, which might have material adverse effect on the business of Leisen.

(M) Currently, the operation of Leisen does not give rise to the obligations to pay any fees for using intellectual property right or similar payment.

17. Information Technologies

(A) Leisen is the sole legal and beneficial owner of all its information technologies. Such information technologies are not subject to any liens, mortgages, third parties’ rights or other rights.

(B) All information technologies owned or used by Leisen or in its name are in good operating conditions, and have been maintained in accordance with good industry practices.

(C) The information technologies and domains owned or used by Leisen are not the subject of any litigations or other disputes or claims. To the best of knowledge of the Existing Shareholders, no litigations, disputes or claims in relation to any information technologies or domains owned or used by Leisen are expected or likely to occur.

(D) The business or operation of Leisen has not been materially interfered due to one of the following events: (a) any breach of the security regulations relating to any information technologies, (b) malfunction of any information technologies (whether it is due to any breakdown, virus, defects or other reasons), insufficient capacity, or failure to meet the required standards in other aspects, or (c) malfunction, interruption or defective operation of any information technologies due to the occurrence or processing of one or more dates. There exists no circumstances which are likely or expected to give rise to any such interference.

(E) Leisen is the legal and beneficial owner of all information technologies and business information that are necessary or required for the operation of its business in a manner used currently or at any time within one year prior to the date of this Agreement, and for the performance or implementation of any existing contracts, undertakings, plans or proposals, or the party which has the contractual rights to use such information technologies; such contractual rights will not be directly or indirectly affected due to any transaction contemplated under this Agreement.

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(F) Leisen has not disclosed any source programs to any third parties; no source programs relating to proprietary software have been disclosed or otherwise made known to any third parties.

(G) Leisen is not a party to any agreements or arrangements that restrict the freedom to use or the disclosure of any source programs relating to any proprietary software, nor does it assume any obligations that restrict the freedom to use or the disclosure of any source programs relating to any proprietary software.

18. Employees

(A) Leisen does not have any employees who have not been disclosed to Future Noah.

(B) No disputes exist nor are there any outstanding or possible disputes between Leisen and any trade unions or other organizations that are formed for similar purposes. Moreover, Leisen is not a party to any collective bargaining agreements or other arrangements (whether they are binding or not).

(C) There are no acts or circumstances of Leisen that are in violation of the laws and regulations with regard to labor and employment.

(D) To the best of knowledge of the Existing Shareholders, no employees or other personnel (whether existing or former) threaten to make any claims against Leisen, nor do any other persons threaten to make any claims against Leisen in respect of any employees or other personnel (whether existing or former), for any accidents, injuries, unpaid salaries, overtime pay, severance payment, contributions to social security funds, holidays or any other matters resulting or arising from the employment or engagement by Leisen of such employees or other personnel (whether existing or former). In addition, there are no outstanding claims of this kind.

19. Taxation

Leisen has legally submitted all tax returns that shall be submitted by it in accordance with the requirements of the relevant taxation authorities, and such tax returns are complete and correct in all material respects. Leisen has legally paid all taxes payable (whether they are shown in tax returns) or made appropriate provisions in its financial statements in accordance with the requirements of the relevant taxation authorities. There are no tax guarantees which are ordered by the relevant taxation authorities to provide for any assets or property of Leisen, save for those guarantees relating to payable taxes that are outstanding. Leisen meets the requirements of the relevant taxation authorities that are applicable to it or its business (including but not limited to any conditions of preferential tax treatment granted); and to the best of knowledge of the Existing Shareholders, no governments or regulatory authorities will impose or have reasons to impose on Leisen any additional taxes for the period for which tax returns are or have been required to submit. Leisen does not have:

(i) any disputes or complaints relating to any tax liabilities that have been asserted or put forward by any governments or regulatory authorities; or

(ii) to the best of knowledge of the original shareholders, any warning concerning the disputes or complaints of any tax liabilities as reasonably expected.

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20. Tax Declaration, Disputes, Records and Requests

(A) Leisen has submitted and provided to any taxation authorities all appropriate tax returns and information required by them by itself or through others.

(B) As at the date of this Agreement, there are no tax obligations that are outstanding or, to the best of knowledge of the Existing Shareholders, are expected to occur, which would allow any taxation authorities to recover from Leisen any taxes (including fines or interests), nor are there any disputes or disagreements with any taxation authorities regarding the provision of any preferential tax treatments to Leisen, and there are no circumstances which are likely to give rise to any such disputes or disagreements.

21. Insurance

To the best of knowledge of the Existing Shareholders, all major assets of Leisen that can be and are required to be insured pursuant to the industry practices (which specifically refer to real estate and vehicles) have been insured against those risks that shall generally be insured in accordance with applicable PRC laws and the industry practices.

22. Incentive Mechanism

There are no share options or other similar performance-based incentive arrangements (including stock appreciation right schemes) for any employees (or former employees) or directors (or former directors) or advisers (or former advisers) or underwriters (or former underwriters) of Leisen, nor are there any arrangements affecting any such personnel.

23. No State-owned Assets

Leisen does not have any state-owned assets, and therefore are not required to carry out the evaluation of state-owned assets in any form as required by the PRC laws and regulation for the purpose of facilitating the completion of the transaction.

24. No Undisclosed Business

Leisen has not conducted any business that has not been disclosed to Future Noah.

25. Commercial Practices in Compliance with Laws

None of the Existing Shareholders, Leisen, their Affiliates and any other persons who act for the above Parties (i) willfully violate any applicable laws and orders; and (ii) make any inappropriate payment to government officers to obtain any commercial benefits or advantages in respect of the transaction under this Agreement or other matters.

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Part B

Future Noah represents and warrants to the Existing Shareholders for itself:

(A) Future Noah is a company duly incorporated. It has full legal rights, all requisite corporate power and authority, and have taken all corporate actions required to execute and deliver this Agreement, fully perform its obligations under such documents and to complete the transaction hereunder

(B) This Agreement, once executed and delivered by the Parties hereto, constitutes its lawful, valid and binding obligations and is enforceable against it pursuant to its terms.

(C) This Agreement and the transaction under this Agreement have been approved by way of resolution at a shareholders’ general meeting of Future Noah.

(D) The execution and delivery by Future Noah of this Agreement and the performance of its obligations hereunder will:

(i) not violate any provisions of its memorandum or articles of association; and

(ii) not violate any legal instrument binding on it nor constitute the non-performance of its obligations under such legal instruments; and

(iii) not violate orders, judgments or decrees of any court or government authorities binding on it.

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EX-8.1

EXHIBIT 8.1

List of Subsidiaries

(As of the date of this annual report)

Wholly-Owned Subsidiaries

	Place of Incorporation
1. Global Ring Limited	Hong Kong
2. Well Profit Creation Limited	Hong Kong
3. Bright Sound Limited	British Virgin Islands
4. Win Bright Creation Limited	Hong Kong
5. Noah Education Development (Chengdu) Co., Ltd.	PRC
6. Changsha Little Star Cartoon Digital Technology Ltd	PRC
7. Changsha High-Tech Industrial Development Zone Xingya Electronic Technology Co., Ltd.	PRC
8. Changsha Little New Star Stationery Development Co., Ltd.	PRC
9. Shanxi Datong Little New Star Foreign Languages School	PRC
10. Changsha Tianxin District Little New Star School	PRC
11. Changsha Tianxin District New Star English Training School	PRC
12. Xiangtan Yuetang District Little New Star English School	PRC
13. Innovative Noah Electronic (Shenzhen) Co., Ltd.	PRC
14. New Noah Technology (Shenzhen) Co., Ltd.	PRC
15. Noah Education Technology (Shenzhen) Co., Ltd.	PRC
16. Bright Sound Electronic Technology (Shenzhen) Co., Ltd.	PRC
17. Shenzhen New Noah Education Investment Development Co., Ltd.	PRC
18. Beijing Haidian New Noah School	PRC
19. Chengdu New Noah School	PRC
20. Chongqing New Noah School	PRC
21. Beijing Noah Zhi Yuan Education Consulting Co., Ltd.	PRC
22. Beijing Xicheng New Noah School	PRC
23. Chengdu Innovative Noah Electronic Co., Ltd.	PRC
24. Chengdu Shidai Noah Education Software Co. Ltd.	PRC
25. Chengdu Zhiyuan Noah Education Technology Co. Ltd.	PRC
26. Chengdu Shidai Noah Information Technology Co. Ltd.	PRC

Consolidated Affiliated Entities

	Place of Incorporation
1. Shenzhen Zhi Yuan Noah Internet Co., Ltd.	PRC
2. Changsha Leisen Education Software Co., Ltd.	PRC

EX-12.1

EXHIBIT 12.1

Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dong Xu, certify that:

1. I have reviewed this annual report on Form 20-F of Noah Education Holdings Ltd. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: November 20, 2009

By:	/s/ Dong Xu Name: Dong Xu
	Title: Chief Executive Officer

EX-12.2

EXHIBIT 12.2

Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jerry He, certify that:

1. I have reviewed this annual report on Form 20-F of Noah Education Holdings Ltd. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: November 20, 2009

By:	/s/ Jerry He Name: Jerry He
	Title: Chief Financial Officer

EX-13.1

EXHIBIT 13.1

Certification by the Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Noah Education Holdings Ltd. (the “Company”) on Form 20-F for the year ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dong Xu, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 20, 2009

By:	/s/ Dong Xu Name: Dong Xu
	Title: Chief Executive Officer

EX-13.2

EXHIBIT 13.2

Certification by the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Noah Education Holdings Ltd. (the “Company”) on Form 20-F for the year ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerry He, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 20, 2009

By:	/s/ Jerry He Name: Jerry He
	Title: Chief Financial Officer

EX-15.1

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-148633 on Form S-8, as amended by Post-Effective Amendment No. 1 on February 17, 2009, and Registration Statement No. 333-157355 on Form S-8 of our report relating to the consolidated financial statements and the related schedule of Noah Education Holdings Ltd. and its subsidiaries (the “Company”) dated November 20, 2009 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the convenience translation of Renminbi amounts into United States dollar amounts), appearing in the annual report on Form 20-F of the Company for the year ended June 30, 2009.

/s/Deloitte Touche Tohmatsu
Deloitte Touche Tohmatsu
Hong Kong
November 20, 2009