6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2010

Commission File Number: 001-33728

NOAH EDUCATION HOLDINGS LTD.

10th Floor B Building
Tian’an Hi-Tech Venture Park
Futian District, Shenzhen
Guangdong 518048, People’s Republic of China
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ       Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Noah Education Holdings Ltd.
By:	/s/ Jerry He
	Name:	Jerry He
	Title:	Chief Financial Officer

Dated: February 12, 2010

EXHIBIT INDEX

Exhibit No.		Description
	1	Press Release
	2	Press Release

EX-1

Exhibit 1

Noah Education Announces Unaudited Second Quarter Fiscal 2010
Financial Results

Revenue increased by 14.5% over the same quarter last year
Basic EPS increased by 66.7% over the same quarter last year

SHENZHEN, CHINA — February 11, 2010 — Noah Education Holdings Ltd. (NYSE: NED) (“Noah” or “the Company”), a leading provider of interactive educational content and education services in China, today announced its unaudited financial results for the fiscal quarter ended December 31, 2009.

Second Quarter Fiscal 2010 Financial Highlights

• Net revenue for the quarter increased by 14.5% to RMB154.9 million (US$22.7 million), compared to RMB135.4 million in the second quarter of fiscal 2009, meeting the Company’s previously stated guidance of RMB151 million to RMB159 million

• Gross profit rose by 7.3% to RMB73.5 million (US$10.8 million), representing a gross margin of 47.4%, compared to gross profit of RMB68.5 million, or a gross margin of 50.6%, in the second quarter of fiscal 2009

• Operating income increased by 8.7% to RMB10.1 million (US$1.5 million), compared to RMB9.3 million in the second quarter of fiscal 2009

• Net income rose 73.7% to RMB15.4 million (US$2.2 million), compared to RMB8.8 million in the second quarter of fiscal 2009

• Basic and diluted earnings per share were RMB0.40 (US$0.06) and RMB0.39 (US$0.06), respectively, representing a 66.7% and 62.5% increase compared to basic and diluted earnings per share of RMB0.24 for the second quarter of fiscal 2009. Non-GAAP basic and diluted earnings per share, excluding share-based compensation expense and the change in the fair value of warrants (non-GAAP), were RMB0.47 (US$0.07) and RMB0.46 (US$0.07), respectively, representing a 30.6% and 27.8% increase, compared to non-GAAP basic and diluted earnings per share of RMB0.36 for the second quarter of fiscal 2009

Mr. Dong Xu, Noah’s Chairman and Chief Executive Officer, said, “I’m pleased to report 14.5% revenue growth and 66.7% increase in basic earnings per share as compared to the second quarter in 2009, in what is typically our seasonally slow quarter. We continue to execute our strategy and deliver on all of our guidance during a transitional period for the Company, with restructuring of senior management and key personnel taking on wider remits in terms of the breadth and depth of their roles. Much of Noah’s success during the fiscal second quarter was driven by our strategic initiative to broaden our product portfolio for users across a broad range of spending habits. We recently launched a low-end, economically-priced DLD product as well as high-end, premium-priced DLD, KLD and E-dictionary products to increase penetration into our target aged groups. The diversified product range not only drove up total revenue growth, but also strengthened our market position in the DLD and KLD markets during the quarter. We also continued to see the benefits from our acquisition of Little New Star (“LNS”), with revenue contributions from LNS’ business adding to Noah’s strong performance.

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“For the third quarter of fiscal 2010, we look to build on the momentum generated in recent quarters, and will commit additional resources in marketing efforts to further bolster sales of new product launches in what is expected to be our peak season. Driven by continued strong performance by our KLD products, we expect revenues to be in the range of RMB282 million to RMB293 million, with basic earnings per share in the range of RMB 1.16 (US$0.17) to RMB1.30 (US$0.19).

“Looking ahead, ELP business will be our primary catalyst for growth in the near-term, with the education services business gaining traction in the medium-term. We are also exploring new avenues of expansion and, I’m pleased to report, currently have solid growth prospects in our pipeline. First, our strategic investment in Franklin Electronic Publishers is well underway, and the deal is expected to close by the end of February. We have already seen increased ODM business from Franklin, and we are also collaborating with Franklin on the R&D front to develop a Chinese language learning device for international markets. Additionally, we will continue to pursue opportunities to expand our presence in the education services business through strategic acquisitions. I believe each of these initiatives will play an integral role as we strive to become the leading provider of interactive educational content and education services in China.”

Second Quarter Fiscal Year 2010 Unaudited Financial Results

Net Revenue. Net revenue was RMB154.9 million (US$22.7 million) in the second quarter of fiscal 2010, meeting the Company’s guidance of RMB151 million to RMB159 million. This represents an increase of 14.5%, compared to net revenue of RMB135.4 million for the second quarter of fiscal 2009. Net revenue from Noah’s traditional ELP business was RMB149.1 million (US$21.9 million), representing an increase of 10.2% from the same period last fiscal year. Net revenue from the LNS business was RMB5.8 million (US$0.8 million).

The following tables provide a breakdown of sales volume and revenue for the second fiscal quarter of 2010 for Noah’s traditional ELP business:

	Volume							Net Revenue (RMB 'MM)
Noah	Q2 10		Q2 09		Inc/(Dec)			Q2 10		Q2 09		Inc/(Dec)
DLD		91,855		96,556		(4.9	)%		67.2		71.5		(6.0	)%
KLD		100,032		93,617		6.9	%		50.1		36.9		35.7	%
E-dictionary		143,876		139,769		2.9	%		31.6		25.2		25.2	%
Others		—		—		—			0.2		1.7		(86.8	)%
Total		335,763		329,942		1.8	%		149.1		135.4		10.2	%

Cost of revenue. Cost of revenue increased 21.8% from the same quarter last fiscal year to RMB81.4 million (US$11.9 million) in the second quarter of fiscal 2010, in line with the shift in product mix, which is becoming more heavily weighted toward KLD products.

Gross Profit and Gross Margin. Gross profit was RMB73.5 million (US$10.8 million) for the second quarter of fiscal 2010, representing a gross margin of 47.4%. This compares with gross profit of RMB68.5 million and a gross margin of 50.6% in the second quarter of fiscal 2009, reflecting the greater proportion of KLD products in the product mix.

- 2 -

Operating Expenses. Total operating expenses for the second quarter of fiscal 2010 were RMB72.1 million (US$10.6 million), representing a decrease of 0.6% from the same quarter last fiscal year. Operating expenses for the second quarter of fiscal 2010 represented 46.6% of net revenue for the quarter, compared to 53.6% of net revenue in the same quarter of fiscal 2009.

Research and development expenses (R&D) for the second quarter of fiscal 2010 were RMB14.0 million (US$2.0 million), representing a decrease of 3.3% from the same quarter last fiscal year and a 12.6% increase from RMB12.4 million in the first quarter of fiscal 2010. The increase from the first quarter of fiscal 2010 in R&D expenditure resulted from the Company’s decision to triple its investment in software and courseware development, as Noah is strongly committed to continuously strengthening its leadership in content capabilities.

Sales & marketing expenses for the second quarter of fiscal 2010 were RMB40.2 million (US$5.9 million), representing a decrease of 13.1% from the same quarter last fiscal year. This was due to the Company’s decision to focus its advertising and promotional expenditure on the fiscal third quarter of 2010, in part because the third fiscal quarter is seasonally strong for Noah, and also to tie in with anticipated sales from new product launches planned for the third quarter of fiscal 2010.

General & administrative expenses (G&A) for the second quarter of fiscal 2010 rose 51.2% compared with the same quarter last fiscal year to RMB17.8 million (US$2.6 million). The increase in G&A expenses was in part due to depreciation for Noah’s Chengdu headquarters, increased stock option expenses, bad debt provisions, and G&A expenses from LNS, which collectively amounted to RMB5 million (US$0.7 million).

Operating Income. Operating income for the second quarter of fiscal 2010 increased 8.7% from the same quarter last fiscal year to RMB10.1 million (US$1.5 million), representing an operating margin of 6.5% compared to operating income of RMB9.3 million and an operating margin of 6.8% in the second quarter of fiscal 2009.

Other Non-operating Income, net. Interest income was RMB2.7 million (US$0.4 million) in the second quarter of fiscal 2010, compared to RMB1.2 million in the second quarter of fiscal 2009. Investment income was RMB0.5 million (US$0.1 million) in the second quarter of fiscal 2010, compared to RMB2.7 million in the second quarter of fiscal 2009. The changes in interest income and investment income were largely attributable to the movement of funds from investments into bank deposits. Other non-operating income was RMB0.5 million (US$0.1 million) in the second quarter of fiscal 2010, compared to a loss of RMB2.2 million from foreign exchange fluctuations in the second quarter of fiscal 2009. The derivative loss was RMB2.1 million in the second quarter of fiscal 2009 due to the change in fair value of warrants issued to a pre-IPO shareholder. The warrants expired in April 2009.

Net Income. The Company reported net income of RMB15.4 million (US$2.2 million) for the second quarter of fiscal 2010. Basic earnings per share and diluted earnings per share were RMB0.40 (US$0.06) and RMB0.39 (US$0.06), respectively, for the second quarter of fiscal 2010. This compares with net income of RMB8.8 million for the second quarter of fiscal 2009, and basic and diluted earnings per share of RMB0.24.

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Net income excluding share-based compensation expenses (non-GAAP) for the second quarter ended December 31, 2009 was RMB18.1 million (US$2.6 million), or RMB0.47 (US$0.07) and RMB0.46 (US$0.07) per basic and diluted share, respectively.

Liquidity. As of December 31, 2009, Noah had cash and cash equivalents, short-term bank deposits and short-term investments of RMB800.3 million (US$117.3 million). This compares with cash and cash equivalents, short-term bank deposits and short-term investments of RMB828.1 million as of September 30, 2009.

Second Quarter Operational Highlights

ELP products. The Company’s decision to expand its product range resulted in higher average selling prices and an increased revenue contribution from ELP during the second quarter of fiscal 2010.

• Kid Learning Device (KLD) products. The move towards a higher-end product mix not only boosted average selling prices, resulting in a 35.7% rise in net revenue, but also led to an expansion in market share. During the first quarter of fiscal 2010, Noah launched a higher-end model, which was well-received by the market. This expanded Noah’s consumer reach and validated the success of its product diversification and sales & marketing strategy. The Company will launch another higher-end model in the fiscal third quarter, and is confident that rapid growth will continue throughout the rest of the current fiscal year and beyond as the Company continues to launch more new models and expand its product portfolio.

• Digital Learning Device (DLD) products. Some 47% of revenue from DLD products during the fiscal second quarter can be attributed to the launch of one high-end and one low-end model in the first fiscal quarter of 2010, as well as one mid-range model in the second fiscal quarter of 2010. The stabilization of sales revenue during the quarter was attributable to increased sales revenue from low- and mid-range products, which have the additional benefit of commanding higher gross margins. In the third quarter of fiscal 2010, the Company plans to launch a lower-end DLD as well as a student notebook targeting the higher-end segment. The Company plans to maintain its strategy of offering a range of products in order to capture opportunities from different sections of the market.

• E-dictionaries. The 25.2% rise in revenue from E-dictionary sales from the same period last fiscal year was attributable largely to an increase in original design manufacturing (ODM) business due to Noah’s partnership with Franklin, while the introduction of a higher-end model helped maintain sales revenue in the domestic market. Based on orders received, the Company expects its ODM business to grow significantly in the current fiscal year.

Education Services. During the period, LNS added two new direct-owned schools and expanded the franchise school network from 641 to approximately 700 schools with enrollment reaching 4,000 in direct owned schools. Noah aims to continue to grow its school network by increasing the number of franchised schools, as well as increasing the number of students enrolled, while exploiting the potential of sales of devices at LNS.

- 4 -

Six Months Ended December 31, 2009 Unaudited Financial Results

Net revenue was RMB393.1 million (US$57.6 million) for the six months ended December 31, 2009, representing a 16.5% increase compared to RMB337.5 million for the six months ended December 31, 2008. The increase was driven primarily by the 142.4% rise in revenue from KLD products.

Net revenue from the ELP business totaled RMB374.3 million (US$54.8 million) in the first half of fiscal 2010, representing a 10.9% increase compared to RMB337.5 million in the first half of fiscal 2009. Net revenue from LNS during the same period was RMB18.8 million (US$2.8 million).

Gross profit of RMB191.0 million (US$28.0 million) represented a gross margin of 48.6% in the first six months of fiscal 2009. This compares with gross profit of RMB169.7 million and a gross margin of 50.3% in the corresponding period last fiscal year. The slight decline in gross margin reflects the greater proportion of KLDs in the product mix.

Operating income was RMB42.6 million (US$6.2 million) for the first half of fiscal 2010, representing a 65.8% increase compared to RMB25.7 million in the same period of last fiscal year. The operating margin for the first half of fiscal 2010 was 10.8%, versus 7.6% for the same six-month period in 2009. This was a result of the Company’s efforts to control operating expenses while increasing revenue.

For the first half of fiscal 2010, Noah reported net income of RMB53.2 million (US$7.8 million), or RMB1.39 (US$0.20) and RMB1.35 (US$0.20) per basic and diluted share, respectively. This compares with net income of RMB44.7 million, or RMB1.20 and RMB1.19 per basic and diluted share, respectively, for the first half of fiscal 2009. The net income figure includes a one-off tax credit of RMB2.3 million due to overpayment.

Financial Outlook for Third Quarter of Fiscal Year 2010

Based on current estimates and market conditions, Noah expects to generate net revenue in the range of RMB282 million (US$41.3 million) to RMB293 million (US$42.9 million) for the third quarter of fiscal 2010, which includes RMB273 million to RMB282 million from the traditional ELP business and RMB9 million to RMB11 million from the LNS business. Basic earnings per share in the third quarter of fiscal 2010 is expected to be in the range of RMB1.16 (US$0.17) to RMB1.30 (US$0.19).

The Company reaffirms its guidance for the full fiscal year 2010, with net revenue in the range of RMB824 million (US$120.7 million) to RMB855 million (US$125.2 million), which includes RMB786 million to RMB812 million from the traditional ELP business and RMB38 million to RMB43 million from the LNS business. Basic net income per share is expected to be in the range of RMB3.00 (US$0.44) to RMB3.20 (US$0.47).

This forecast reflects Noah’s current and preliminary view, which is subject to change.

- 5 -

Conference Call

Noah has scheduled an investor conference call at 5:00 a.m. (Pacific) / 8:00 a.m. / 9:00 p.m. (Beijing/Hong Kong) on February 12, 2010 to discuss its second quarter fiscal 2010 financial results and recent business activities. Individuals interested in participating in the call may do so by dialing:

	Toll Free	Toll
United States	1-800-706-7749	1-617-614-3474
China — South	China Telecom 10-800-130-0399
	China Netcom 10-800-852-1490
— North	China Telecom 10-800-152-1490
Hong Kong	###-##-####
United Kingdom	00-800-280-02002

Please dial in 10 minutes before the call is scheduled to begin.

A telephone replay will be available shortly after the call until February 19, 2010 by dialing the following numbers:

	Toll Free	Toll
United States	1-888-286-8010	1-617-801-6888
International Dial In		1-617-801-6888
Passcode	28482585

A live webcast of the conference call and replay will be available on the investor relations page of Noah’s website at http://ir.noahedu.com.cn.

Currency Convenience Translation

For the convenience of readers, certain RMB amounts have been translated into US dollars at the rate of RMB Noah expects to generate net revenue in the range of RMB6.8259 to US$1.00, the noon buying rate for US dollars in effect on December 31, 2009 for cable transfers of RMB per US dollar as certified for customs purposes by the Federal Reserve Bank of New York.

Use of Non-GAAP Financial Measures

In addition to consolidated financial results under GAAP, the Company also provides non-GAAP financial measures, including non-GAAP net income which excludes non-cash share-based compensation and change in fair value of warrants. The Company believes that the non-GAAP financial measures provide investors with another method for assessing the Company’s operating results in a manner that is focused on the performance of its ongoing operations. Readers are cautioned not to view non-GAAP results on a stand-alone basis or as a substitute for results under GAAP, or as being comparable to results reported or forecasted by other companies. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing the performance of the Company’s liquidity and when planning and forecasting future periods.

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About Noah

Noah Education Holdings Limited is a leading provider of interactive educational content and education services in China. Noah’s core offering includes the development and marketing of interactive educational courseware content, electronic learning products (ELPs), software, kids’ English training and after-school education services. Noah combines standardized education content with innovative digital and multimedia technologies to create a dynamic learning experience and improve academic performance for the kids at the age of 3-19 in China. Noah has developed a nationwide sales network, powerful brand image, and accessible and diverse delivery platforms to bring its innovative content to the student population. Noah also provides kids’ English training service under the brand Little New Star in its direct-owned schools and approximately 700 franchise schools throughout China. Noah was founded in 2004 and is listed on the New York Stock Exchange under the ticker symbol NED.

Safe Harbor Statement

This press release contains forward-looking statements that reflect Noah’s current expectations and views of future events that involve 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. Noah has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. You should understand that our actual future results may be materially different from and worse than what Noah expects. Information regarding these risks, uncertainties and other factors is included in Noah’s most recent Annual Report on Form 20-F and other filings with the SEC.

Investor Contact:	Investor Relations (US):
Jerry He	Kelly Gawlik
CFO and Executive Vice President	Taylor Rafferty
Noah Education Holdings Ltd	Tel: +1 (212) 889-4350
Tel: +86-755-8204-9263	Email: noahedu@taylor-rafferty.com
Email: jerry.he@noahedu.com
	Investor Relations (HK):
	Ruby Yim
	Taylor Rafferty
	Tel: +852-3196-3712
	Email: noahedu@taylor-rafferty.com

- FINANCIAL TABLES FOLLOW -

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Noah Education Holdings Ltd.
Consolidated Statements of Operations

	Three months ended									Six months ended
	December 31									December 31
	2008			2009						2008			2009
	(Unaudited)			(Unaudited)						(Unaudited)			(Unaudited)
	RMB			RMB			USD			RMB			RMB			USD
Net revenue		135,357,487			154,920,928			22,696,044			337,536,982			393,086,151			57,587,446
Cost of revenue		(66,835,371	)		(81,416,401	)		(11,927,570	)		(167,814,408	)		(202,059,721	)		(29,601,916	)
Gross profit		68,522,116			73,504,527			10,768,474			169,722,574			191,026,430			27,985,530
Research & development expenses		(14,428,606	)		(13,954,413	)		(2,044,333	)		(31,662,617	)		(26,342,239	)		(3,859,160	)
Sales & marketing expenses		(46,228,344	)		(40,191,625	)		(5,888,106	)		(110,943,947	)		(109,458,539	)		(16,035,767	)
General & administrative expenses		(11,772,890	)		(17,803,072	)		(2,608,165	)		(25,607,350	)		(34,204,819	)		(5,011,034	)
Other expenses		(125,378	)		(200,067	)		(29,310	)		(138,058	)		(370,701	)		(54,308	)
Total operating expenses		(72,555,218	)		(72,149,177	)		(10,569,914	)		(168,351,972	)		(170,376,298	)		(24,960,269	)
Other operating income		13,284,609			8,704,294			1,275,186			24,325,769			21,956,386			3,216,629
Operating income		9,251,507			10,059,644			1,473,746			25,696,371			42,606,518			6,241,890
Derivative gain (loss)		(2,108,498	)								3,052,506
Interest income		1,157,898			2,653,974			388,809			1,799,040			5,522,604			809,066
Investment income		2,675,696			496,450			72,730			10,465,922			1,618,625			237,130
Other non-operating income		(2,186,930	)		457,691			67,052			3,919,299			1,125,236			164,848
Income before income taxes		8,789,673			13,667,759			2,002,337			44,933,138			50,872,983			7,452,934
Income tax (expenses) credit		48,420			1,688,276			247,334			(267,089	)		2,291,786			335,749
Net income		8,838,093			15,356,035			2,249,671			44,666,049			53,164,769			7,799,683
Net income per share
Basic		0.24			0.40			0.06			1.20			1.39			0.20
Diluted		0.24			0.39			0.06			1.19			1.35			0.20
Weighted average ordinary shares outstanding
Basic		36,348,192			38,520,916						37,140,389			38,382,081
Diluted		36,502,047			39,535,180						37,646,043			39,398,628

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Noah Education Holdings Ltd.
Consolidated Balance Sheet

	September 30			December 31
	2009			2009
	Unaudited			Unaudited
	RMB			RMB			USD
Assets:
Current assets
Cash and cash equivalents		445,051,410			563,459,955			82,547,350
Short-term deposits		374,000,000			230,865,142			33,821,934
Investments		9,098,081			5,941,055			870,369
Accounts receivables, net of allowance		203,758,663			222,084,226			32,535,523
Related party receivables		599,124			646,470			94,708
Inventories		142,209,361			127,151,408			18,627,786
Prepaid expenses, and other current assets		65,180,318			68,798,085			10,078,976
Deferred tax asset — current		394,753			407,273			59,666
Total current assets		1,240,291,710			1,219,353,614			178,636,312
Property, plant and equipment, net		133,218,305			138,457,403			20,284,124
Intangible assets, net		27,903,701			27,745,511			4,064,740
Goodwill		56,597,146			56,597,146			8,291,529
Deferred tax asset		2,058,180			2,058,180			301,525
Total assets		1,460,069,042			1,444,211,854			211,578,230
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable		89,350,344			55,214,031			8,088,901
Other payables, accruals		78,168,232			74,813,907			10,960,298
Advances from customers		2,249,516			4,502,316			659,593
Income taxes payable		403,911			442,477			64,823
Deferred revenues		3,685,673			3,094,554			453,355
Total current liabilities		173,857,676			138,067,285			20,226,970
Consideration payable		10,000,000			10,000,000			1,465,008
Deferred revenues		6,648,323			6,624,024			970,425
Deferred tax liabilities		2,693,704			2,459,870			360,373
Total non-current liabilities		19,342,027			19,083,894			2,795,806
Total liabilities		193,199,703			157,151,179			23,022,776
Shareholders’ Equity
Ordinary shares		15,493			15,534			2,276
Additional paid-in capital		1,072,046,283			1,076,978,689			157,778,270
Accumulated other comprehensive loss		(93,935,295	)		(94,032,450	)		(13,775,832	)
Retained earnings		288,742,858			304,098,902			44,550,740
Total shareholders’ equity		1,266,869,339			1,287,060,675			188,555,454
Total liabilities and shareholders’ equity		1,460,069,042			1,444,211,854			211,578,230

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Noah Education Holdings Ltd.
Reconciliation of Non-GAAP to GAAP

	Three months ended												Six Month Ended
	December 31												December 31
	2008					2009							2008						2009
	(Unaudited)					(Unaudited)							(Unaudited)						(Unaudited)
	RMB		% of Rev			RMB		USD		% of Rev			RMB			% of Rev			RMB		USD		% of Rev
GAAP net revenue		135,357,487		100.0	%		154,920,928		22,696,044		100.0	%		337,536,982			100.0	%		393,086,151		57,587,446		100.0	%
GAAP gross profit		68,522,115		50.6	%		73,504,527		10,768,474		47.4	%		169,722,574			50.3	%		191,026,430		27,985,530		48.6	%
Share-based compensation		61,404		0.0	%		71,609		10,491		0.0	%		122,809			0.0	%		143,218		20,982		0.0	%
Non-GAAP gross profit		68,583,519		50.7	%		73,576,136		10,778,965		47.5	%		169,845,383			50.3	%		191,169,648		28,006,512		48.6	%
GAAP operating income		9,251,507		6.8	%		10,059,644		1,473,746		6.5	%		25,696,371			7.6	%		42,606,518		6,241,890		10.8	%
Share-based compensation		2,301,798		1.7	%		2,694,698		394,775		1.7	%		4,603,595			1.4	%		5,355,601		784,600		1.4	%
Non-GAAP operating income		11,553,305		8.5	%		12,754,342		1,868,522		8.2	%		30,299,966			9.0	%		47,962,119		7,026,490		12.2	%
GAAP net income		8,838,092		6.5	%		15,356,035		2,249,672		9.9	%		44,666,049			13.2	%		53,164,769		7,788,683		13.5	%
Share-based compensation		2,301,798		1.7	%		2,694,698		394,775		1.7	%		4,603,595			1.4	%		5,355,601		784,600		1.4	%
Change in the fair value of warrants		2,108,498		1.6	%		0		0		0.0	%		(3,052,506	)		-0.9	%		0				0.0	%
Non-GAAP net income		13,248,388		9.8	%		18,050,733		2,644,447		11.7	%		46,217,138			13.7	%		58,520,370		8,573,283		14.9	%
GAAP net income per share
Basic		0.24					0.40		0.06					1.20						1.39		0.20
Diluted		0.24					0.39		0.06					1.19						1.35		0.20
Non-GAAP net income per share
Basic		0.36					0.47		0.07					1.33						1.52		0.22
Diluted		0.36					0.46		0.07					1.31						1.49		0.22

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EX-2

Exhibit 2

Noah Education Announces Unaudited First Quarter Fiscal 2010 Financial Results

17.8% Increase in Revenue Year over Year
97.9% Increase in Operating Income Year over Year

SHENZHEN, CHINA — November 23, 2009 — Noah Education Holdings Ltd. (NYSE: NED) (“Noah” or “the Company”), a leading provider of interactive educational content and education services in China, today announced its unaudited financial results for fiscal quarter ended September 30, 2009.

First Quarter Fiscal 2010 Financial Highlights

• Net revenue for the quarter increased by 17.8% to RMB238.2 million (US$34.9 million), compared with RMB202.2 million in the first quarter of fiscal 2009, exceeding the Company’s previously stated guidance of RMB231 million to RMB237 million

• Gross profit increased by 16.1% to RMB117.5 million (US$17.2 million), representing a gross margin of 49.3%, compared with gross profit of RMB101.2 million, or a gross margin of 50.1%, in the first quarter of fiscal 2009

• Operating income increased by 97.9% to RMB32.5 million (US$4.8 million), compared with operating income of RMB16.4 million in the first quarter of fiscal 2009

• Net income increased by 5.5% to RMB37.8 million (US$5.5 million), compared with RMB35.8 million in the first quarter of fiscal 2009, which included RMB 10.9 million in derivative and foreign exchange gains

• Basic and diluted earnings per share were RMB0.99 (US$0.14) and RMB0.96 (US$0.14), respectively, compared with RMB0.94 basic and RMB0.93 diluted for the first quarter of fiscal 2009. Non-GAAP earnings per share, excluding share-based compensation expenses were RMB1.06 basic (US$0.16) and RMB1.03 diluted (US$0.15), compared with RMB0.87 basic and RMB0.85 diluted, for the first quarter of fiscal 2009

Mr. Dong Xu, Noah’s Chairman and Chief Executive Officer, said, “Noah Education is off to a very solid start in fiscal 2010. We are executing well on all fronts, driving top-line growth, maintaining stable margins and steadily improving our bottom line. In our flagship Electronic Learning Product or ‘ELP’ business, our product mix has shifted as we predicted, with Kids Learning Device or ‘KLD’ now representing the largest component of ELP revenue. As DLD and E-dictionaries settle into maturity, KLD will be our key top line growth driver among our ELP products. Market reception to these products has been excellent, with demand showing no signs of slowing down. We will continue to focus on R&D efforts to create new, innovative applications for children aged 3-19 years to stay ahead of the competition in this fast-growing and underserved market. Additionally, we have implemented more rigorous budget controls in support of our margin performance, and to enable us to better predict and control expenses.

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“Last year, we took the first step in diversifying our education services offering through the acquisition of Little New Star or ‘LNS’, and I am pleased to report that integration is well underway. The majority of corporate and administrative functions are completely integrated as of the end of the first quarter. We have added new talent to the LNS management team that will focus on strengthening the brand, creating a customer-focused culture and exploring innovative ways to grow the business. I am pleased with our progress to date and confident that we have the tools to enable this business to thrive.

“By adhering to the fundamental principles of our strategy, we have now delivered five consecutive profitable quarters during the global recession. We are focused on growing the company organically and diversifying our offering through selective acquisitions of complementary businesses. Ultimately, we strive to become the leader in providing interactive educational content and education services to students in China,” Xu concluded.

First Quarter Fiscal Year 2010 Unaudited Financial Results

Net Revenue. Net revenue for the first quarter of fiscal 2010 was RMB238.2 million (US$34.9 million), exceeding the Company’s guidance of RMB231 million to RMB237 million. This represented an increase of 17.8% compared with net revenue of RMB202.2 million for the first quarter of fiscal 2009. Net revenue from Noah’s legacy ELP business was RMB225.2 million (US$33.0 million), representing a year-over-year increase of 11.4%. Net revenue from LNS was RMB13.0 million (US$1.9 million).

The following tables provide a breakdown of sales volume and revenue for the first fiscal quarter 2010 for Noah’s legacy ELP business segment.

	Volume							Net Revenue (RMB ‘MM)
	Q1 10		Q1 09		Inc/(Dec)			Q1 10		Q1 09		Inc/(Dec)
DLD		122,920		176,327		-30.3	%		84.3		135.4		-37.7	%
KLD		214,756		73,165		+193.5	%		106.1		27.5		+285.8	%
E-dictionary		164,300		237,941		-30.9	%		34.1		36.2		-5.9	%
Others		—		—		—			0.6		3.1		-80.6	%
Total		501,976		487,433		+3.0	%		225.2		202.2		+11.4	%

Cost of revenue. Cost of revenue for the first quarter of fiscal 2010 was RMB120.6 million (US$17.7 million), representing an increase of 19.5% from RMB101.0 million in the first quarter 2009. This was essentially in line with Noah’s revenue growth, with a slight adjustment for the change in product mix.

Gross Profit and Gross Margin. Gross profit in the first quarter of fiscal 2010 was RMB117.5 million (US$17.2 million), representing a year-over-year increase of 16.1%. Gross margin for the first quarter was 49.3%, down slightly from 50.1% in the first quarter 2009. Gross margin decreased slightly in line with the change in the product mix, which is now more heavily weighted toward KLD products. Gross profit and margin for the ELP business for the first fiscal quarter 2010 were RMB110.1 million (US$16.1 million) and 48.9%, respectively. Gross profit and margin for LNS business for the first quarter 2010 were RMB7.4 million (US$1.1 million) and 56.5%, respectively.

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Operating Expenses. Total operating expenses for the first quarter of fiscal 2010 were RMB98.2 million (US$14.4 million), a slight year-over-year increase compared to RMB 95.8 million in the first quarter of 2009.

Research and development expenses for the first quarter of fiscal 2010 were RMB12.4 million (US$1.8 million), representing a 28.1% decrease from RMB17.2 million in the first quarter of fiscal 2009. The year-over-year decrease was primarily due to a decrease in costs related to third-party software and content developers.

Sales and marketing expenses for the first quarter of fiscal 2010 were RMB69.3 million (US$10.2 million), up 7% year over year from RMB64.7 million, and in line with the expansion of Noah’s business.

General and administrative expenses for the first quarter of fiscal 2010 were RMB16.4 million (US$2.4 million), up 18.6% from RMB13.8 million in the first quarter of fiscal 2009. The increase in general and administrative expenses was mainly attributable to the integration of LNS and depreciation related to the Company’s new office space in Chengdu.

Other Operating Income. Other operating income for the first quarter of fiscal 2010 was RMB13.3 million (US$1.9 million), increased by 20% year-over-year, compared to RMB11.0 million in the first quart of fiscal 2009. Other operating income for first fiscal quarter of 2010 was primarily consist of RMB12.0 million (US$1.7 million) government subsidy income to high-tech software companies, and RMB1.3 million (US$0.2 million) from sales of miscellaneous accessories.

Total Operating Income Total operating income for the first quarter of fiscal 2010 increased significantly to RMB32.5 million (US$4.8 million), representing an operating margin of 13.7%, compared to operating income of RMB16.4 million and an operating margin of 8.1% in the first quarter of fiscal 2009. This was a result of the Company’s efforts to control operating expenses while increasing revenue.

Other Non-operating Income, net. Interest income was RMB2.9 million (US$0.4 million) in the first quarter of fiscal 2010, a significant increase compared to RMB0.6 million in first quarter of fiscal 2009, attributable mainly to the Company’s higher balance of bank deposits. Investment income was RMB1.1 million (US$0.2 million) in the first quarter of fiscal 2010, compared with RMB7.8 million in the first quarter of 2009. Other non-operating income was RMB0.6 (US$0.098 million) in the first quarter of fiscal 2010, compared with RMB6.1 million in the first quarter of fiscal 2009. The difference is attributable to the absence of any foreign exchange gain or gain from the fair value of warrants in the 2010 period.

Net Income. The Company reported net income of RMB37.8 million (US$5.5 million) for the first quarter of fiscal 2010. Basic earnings per share and diluted earnings per share were RMB0.99 (US$0.14) and RMB0.96 (US$0.14), respectively, for the first quarter of fiscal 2010. This compares with net income of RMB35.8 million which included RMB 10.9 million in derivatives and foreign exchange gains, and basic earnings per share and diluted earnings per share of RMB0.94 and RMB0.93 respectively for the first quarter of fiscal 2009.

- 3 -

Net income excluding share-based compensation expenses (non-GAAP) for the first quarter ended September 30, 2009 was RMB40.5 million (US$5.9 million), or RMB1.06 (US$0.16) and RMB1.03 (US$0.15) per basic and diluted share, respectively.

Liquidity. As of September 30, 2009, Noah had cash and cash equivalents, short-term bank deposits and investments of RMB828.1 million (US$121.3 million). This compares with cash and cash equivalents, short-term bank deposit and investments of RMB776.1 million as of June 30, 2009.

Q1 Operational Highlights

ELP products. As predicted, the sales mix within Noah’s ELP product category has shifted, with a heavier weighting toward KLD products as DLD and e-dictionary reach maturity. Noah remains focused on developing new and innovative content delivery methods to drive demand for these products.

• Kids Learning Device (KLD) products. KLD products continue to generate substantial interest, and for the first time are the largest contributor to total ELP revenue at 47.1%. The Company expects KLD revenue and sales volume to continue to grow at a fast rate.

• Digital Learning Device (DLD) products. Noah remains China’s industry leader in terms of both DLD sales and volume. In Q1 fiscal 2010, Noah saw a decline in DLD revenue which was partially due to the difficult economy. DLD sales declines are expected to be less pronounced in the coming quarters as the economy recovers. Additionally, increases in KLD sales are expected to offset declines in DLD revenue.

• E-dictionaries. In general, demand for Noah’s e-dictionaries remains stable, with revenue down slightly from Q1 fiscal 2009. The Company is looking into expansion opportunities in international markets for these products.

Education Services. LNS integration is on track. The LNS management team will focus on strengthening the brand, creating a customer-focused culture and capitalizing on the synergy between the education services and ELP businesses. Our newly developed Electronic Teaching Devices were introduced to LNS schools in September. We are also developing English training programs for younger kids, and seeking partnership opportunities with kindergarten classes. We continue to look for acquisition opportunities in education services segment.

- 4 -

Recent Business Highlights

Strategic Investment in Franklin Electronic Publishers. Noah recently announced that it would make a strategic investment with a total consideration of $3 million in Franklin Electronic Publishers via Saunders Acquisition Corporation, an entity formed to consummate a merger with and into Franklin. The deal is expected to be completed in the third quarter of fiscal 2010. Management expects this investment to facilitate a partnership that helps further Noah’s strategic objectives. As a result:

• Franklin and Noah agree to carry out certain business cooperation initiatives, including Noah obtaining the exclusive sponsorship of Franklin’s Global SpellEvent in China, gaining access to Franklin’s distribution channel outside of China, and being granted a right of first offer as the preferred original design manufacturer in China for Franklin’s handheld electronic reference products and handheld language learning devices. There will also be cost saving opportunities from joint R&D efforts.

Strengthened Management Team. In early November, Noah announced changes to its senior management team that enable each member of the team to focus on his/her strengths and will create stronger leadership in the long term. Changes include:

• Mr. Benguo Tang, one of Noah’s founders, has been appointed to the position of President and Chief Operating Officer upon the departure of Mr. Xianquan Xiao. Having been with Noah since its inception, Mr. Tang is well placed to drive the execution of the Company’s strategic vision.

• Mr. Jerry He, the Company’s Executive Vice President, has been appointed to the role of Chief Financial Officer.

• Ms. Dora Li will manage Noah’s internal financial controls and accounting processes as Noah’s Vice President of Finance, Controller.

Financial Outlook for Second Quarter and Full Year of Fiscal 2010

Based on current estimates and market conditions, Noah expects to generate net revenue in the range of RMB151 million (US$ 22.1 million) to RMB159 million (US$ 23.3 million) for the second quarter of fiscal 2010, which includes RMB146 million to RMB152 million from the legacy ELP business, and RMB5 million to RMB7 million from the LNS business. Basic net income per share in the second quarter of fiscal 2010 is expected to be in the range of RMB 0.39 to RMB0.45 (US$ 0.06 to US$ 0.07).

For the full year fiscal 2010, Noah expects the net revenue to be in the range of RMB824 million to RMB855 million (US$ 121 million to US$ 125 million), which includes RMB786 million to RMB812 million from the legacy ELP business and RMB38 million to RMB43 million from the LNS business. Basic net income per share is expected to be in the range of RMB3.00 to RMB3.20 (US$ 0.44 to US$ 0.47).

This forecast reflects Noah’s current and preliminary view, which is subject to change.

- 5 -

Conference Call

Noah has scheduled an investor conference call at 6:00 a.m. (Pacific) / 9:00 a.m. (Eastern) / 10:00 p.m. (Beijing/Hong Kong) on November 23, 2009 to discuss its first quarter fiscal 2010 financial results and recent business activities. Individuals interested in participating in the call may do so by dialing:

	Toll Free	Toll
United States	1-800-510-0178	1-617-614-3450
China — South	China Telecom 10-800-130-0399
	China Netcom 10-800-852-1490
— North	China Telecom 10-800-152-1490
Hong Kong	###-##-####
United Kingdom	00-800-280-02002
Passcode	Noah Education

Please dial in 10 minutes before the call is scheduled to begin.

A telephone replay will be available shortly after the call until November 30, 2009 by dialing the following numbers:

	Toll Free	Toll
United States	1-888-286-8010	1-617-801-6888
International Dial In		1-617-801-6888
Passcode	89520019

A live webcast of the conference call and replay will be available on the investor relations page of Noah’s website at http://ir.noahedu.com.cn.

Annual General Meeting

Noah also today announced the details of its Annual General Meeting for shareholders (AGM). The AGM will take place at Building C2, Chengdu High-Tech Software Park, Tianfu Road South, Chengdu, Sichuan Province, People’s Republic of China on Tuesday, December 22^nd at 9 am local time. All NED shareholders are invited to attend the meeting in person, or vote via proxy before December 19, 2009.

Currency Convenience Translation

For the convenience of readers, certain RMB amounts have been translated into US dollars at the rate of RMB Noah expects to generate net revenue in the range of RMB6.8262 to US$1.00, the noon buying rate for US dollars in effect on September 30, 2009 for cable transfers of RMB per US dollar as certified for customs purposes by the Federal Reserve Bank of New York.

- 6 -

Use of Non-GAAP Financial Measures

In addition to consolidated financial results under GAAP, the Company also provides non-GAAP financial measures, including non-GAAP net income which excludes non-cash share-based compensation and change in fair value of warrants. The Company believes that the non-GAAP financial measures provide investors with another method for assessing the Company’s operating results in a manner that is focused on the performance of its ongoing operations. Readers are cautioned not to view non-GAAP results on a stand-alone basis or as a substitute for results under GAAP, or as being comparable to results reported or forecasted by other companies. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing the performance of the Company’s liquidity and when planning and forecasting future periods.

About Noah

Noah Education Holdings Limited is a leading provider of interactive educational content and education services in China. Noah’s core offering includes the development and marketing of interactive educational courseware content, electronic learning products (ELP), software, kids’ English training and after-school education services. Noah combines standardized education content with innovative digital and multimedia technologies to create a dynamic learning experience and improve academic performance for the kids at the age of 3-19 in China. Noah has developed a nationwide sales network, powerful brand image, and accessible and diverse delivery platforms to bring its innovative content to the student population. Noah also provides kids’ English training service under the brand Little New Star in its direct-owned schools and more than 600 franchise schools throughout China. Noah was founded in 2004 and is listed on the New York Stock Exchange under the ticker symbol NED.

Safe Harbor Statement

This press release contains forward-looking statements that reflect Noah’s current expectations and views of future events that involve 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. Noah has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. You should understand that our actual future results may be materially different from and worse than what Noah expects. Information regarding these risks, uncertainties and other factors is included in Noah’s most recent Annual Report on Form 20-F and other filings with the SEC.

Investor Contact:	Investor Relations (US):
Jerry He, CFA	Jessica McCormick
CFO and Executive Vice President	Taylor Rafferty
Noah Education Holdings Ltd	Tel: +1 (212) 889-4350
Tel: +86-755-8204-9263	Email: noahedu@taylor-rafferty.com
Email: jerry.he@noahedu.com
	Investor Relations (HK):
	Ruby Yim
	Taylor Rafferty
	Tel: +852-3196-3712
	Email: noahedu@taylor-rafferty.com

— FINANCIAL TABLES FOLLOW —

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Noah Education Holdings Ltd.
Consolidated Statements of Operations

	Three months ended
	September 30
	2008			2009
	(Unaudited)			(Unaudited)
	RMB			RMB			USD
Net revenue		202,179,495			238,165,223			34,889,869
Cost of revenue		(100,979,037	)		(120,643,320	)		(17,673,569	)
Gross profit		101,200,459			117,521,903			17,216,300
Research & development expenses		(17,234,011	)		(12,387,826	)		(1,814,747	)
Sales & marketing expenses		(64,715,603	)		(69,266,914	)		(10,147,214	)
General and administrative expenses		(13,834,460	)		(16,401,747	)		(2,402,764	)
Other expenses		(12,681	)		(170,634	)		(24,997	)
Total operating expenses		(95,796,755	)		(98,227,121	)		(14,389,722	)
Other operating income		11,041,160			13,252,092			1,941,357
Operating income		16,444,864			32,546,874			4,767,935
Derivative gain (loss)		5,161,005			0			0
Interest income		641,142			2,868,630			420,238
Investment income		7,790,226			1,122,175			164,392
Other Non-Operating income		6,106,229			667,545			97,792
Income before income taxes		36,143,465			37,205,224			5,450,357
Income tax (expenses) credit		(315,509	)		603,510			88,410
Net income		35,827,957			37,808,734			5,538,767
Net income per share
Basic		0.94			0.99			0.14
Diluted		0.93			0.96			0.14
Weighted average ordinary shares outstanding
Basic		37,932,586			38,243,246
Diluted		38,626,579			39,184,476

- 8 -

Noah Education Holdings Ltd.
Consolidated Balance Sheet

	June 30			September 30
	2009			2009
	Audited			Unaudited
	RMB			RMB			USD
Assets:
Current assets
Cash and cash equivalents		493,911,466			445,051,410			65,197,534
Short-tem bank deposit		274,200,000			374,000,000			54,788,902
Investments		7,978,942			9,098,081			1,332,818
Accounts receivables, net of allowance		181,653,129			203,758,663			29,849,501
Related party receivables		627,626			599,124			87,768
Inventories		151,872,803			142,209,361			20,832,873
Prepaid expenses and other current assets		69,039,625			65,180,318			9,548,551
Deferred tax asset		13,207			394,753			57,829
Total current assets		1,179,296,798			1,240,291,710			181,695,776
Deposit for investment		21,581,952			0			0
Property, plant and equipment, net		119,619,947			133,218,305			19,515,734
Intangible assets, net		4,461,760			27,903,701			4,087,736
Goodwill		0			56,597,146			8,291,164
Deferred tax asset		2,058,180			2,058,180			301,512
Total assets		1,327,018,637			1,460,069,042			213,891,922
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable		82,560,888			89,350,344			13,089,324
Other payables and accruals		45,809,825			78,168,232			11,451,207
Advances from customers		3,308,173			2,249,516			329,541
Income taxes payable		499,471			403,911			59,171
Deferred revenues		1,518,203			3,685,673			539,930
Total current liabilities		133,696,560			173,857,676			25,469,173
Consideration payable		0			10,000,000			1,464,944
Deferred revenues		6,227,860			6,648,323			973,942
Deferred tax liabilities		0			2,693,704			394,613
Total non-current liabilities		6,227,860			19,342,027			2,833,499
Total liabilities		139,924,420			193,199,703			28,302,672
Shareholders’ Equity
Ordinary shares		14,504			15,493			2,270
Additional paid-in capital		1,029,778,033			1,072,046,283			157,048,765
Accumulated other comprehensive loss		(93,632,438	)		(93,935,295	)		(13,760,994	)
Retained earnings		250,934,118			288,742,858			42,299,209
Total shareholders’ equity		1,187,094,217			1,266,869,339			185,589,250
Total liabilities and shareholders’ equity		1,327,018,637			1,460,069,042			213,891,922

Note 1: Information extracted from the audited financial statements included in the fiscal 2009 Form 20-F of the Company filed with the Securities and Exchange Commission on November 20, 2009.

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Noah Education Holdings Ltd.
Reconciliation of Non-GAAP to GAAP

	Three months ended
	September 30
	2008						2009
	(Unaudited)						(Unaudited)
	RMB			% of Rev			RMB		USD		% of Rev
GAAP net revenue		202,179,495			100.0	%		238,165,223		34,889,869		100.0	%
GAAP gross profit		101,200,459			50.1	%		117,521,903		17,216,300		49.3	%
Share-based compensation		61,404			0.0	%		71,609		10,490		0.0	%
Non-GAAP gross profit		101,261,863			50.1	%		117,593,512		17,226,790		49.4	%
GAAP operating income		16,444,864			8.1	%		32,546,874		4,767,935		13.7	%
Share-based compensation		2,301,798			1.1	%		2,660,903		389,807		1.1	%
Non-GAAP operating income		18,746,662			9.3	%		35,207,777		5,157,742		14.8	%
GAAP net income		35,827,957			17.7	%		37,808,734		5,538,767		15.9	%
Share-based compensation		2,301,798			1.1	%		2,660,903		389,807		1.1	%
Change in the fair value of warrants		(5,161,005	)		-2.6	%		0		0		0.0	%
Non-GAAP net income		32,968,750			16.3	%		40,469,637		5,928,574		17.0	%
GAAP net income per share
Basic		0.94						0.99		0.14
Diluted		0.93						0.96		0.14
Non-GAAP net income per share
Basic		0.87						1.06		0.16
Diluted		0.85						1.03		0.15

-End-

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