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 December 2012

Commission File Number: 001-33728

NOAH EDUCATION HOLDINGS LTD.

Unit F, 33rd Floor, NEO Tower A

Che Gong Miao

Futian District, Shenzhen

Guangdong Province 518040, 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 x Form 40-F ¨

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):________________

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):________________

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/ Dora Li
Name:	Dora Li
Title:	Chief Financial Officer

Date: December 3, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release
99.2	Notice of Annual General Meeting

EX-99.1

FOR IMMEDIATE RELEASE

Noah Education Announces Date of Annual General Meeting

Shenzhen, China, December 3, 2012– Noah Education Holdings Ltd. (“Noah” or the “Company”) (NYSE: NED), a leading provider of education services in China, today announced that its annual general meeting will be held at Unit F, 33rd Floor, NEO Tower A, Che Gong Miao, Futian District, Shenzhen 518048, Guangdong Province, People’s Republic of China on December 21, 2012 at 10:00 a.m. (local time).

The agenda of the meeting is to ratify and approve the appointment of Deloitte Touche Tohmatsu as the independent auditor of the Company for the fiscal year ended June 30, 2012 and ending June 30, 2013, respectively, and approve the financial statements for the fiscal year ended June 30, 2011 and 2012, respectively.

Only shareholders of record at the close of business on November 26, 2012 are entitled to receive notice and to vote at the annual general meeting and any adjourned meeting. Holders of the Company’s American Depositary Shares who wish to exercise their voting rights for the underlying shares must act through the depositary. Shareholders are cordially invited to attend the annual general meeting.

A notice of the annual general meeting describing the matters to be considered at the meeting is available online at http://ir.noaheducation.com. Shareholders may obtain a copy of the Company’s annual reports, free of charge, from http://ir.noaheducation.com, by email request to ir@noaheducation.com , or by writing to Investor Relations, Noah Education Holdings Ltd., Unit F, 33rd Floor, NEO Tower A, Che Gong Miao, Futian District, Shenzhen 518048, Guangdong Province, People’s Republic of China.

About Noah Education Holdings Ltd

Noah is a leading provider of education services in China. The Company’s brands include Wentai Education, which operates and manages high-end kindergartens, primary and secondary schools, Yuanbo Education, which focuses on early childhood education services in the Yangtze Delta region, and Little New Star, which provides English language training for children aged 3-12 in its directly owned and franchised training centers. Noah was founded in 2004 and is listed on the New York Stock Exchange under the ticker symbol NED. For more information about Noah, please visit http://ir.noaheducation.com.

Investor Contacts

Noah Education Holdings Ltd.

Email: ir@noaheducation.com

EX-99.2

NOAH EDUCATION HOLDINGS LTD.

(Incorporated in the Cayman Islands with limited liability)

(NYSE Ticker: NED)

NOTICE OF ANNUAL GENERAL MEETING

To be held on December 21, 2012

(or any adjourned or postponed meeting thereof)

NOTICE IS HEREBY GIVEN that an annual general meeting of the shareholders (the “Annual General Meeting”) of Noah Education Holdings Ltd. (the “Company”) will be held at Unit F, 33rd Floor, NEO Tower A, Che Gong Miao, Futian District, Shenzhen 518048, Guangdong Province, People’s Republic of China on December 21, 2012 at 10:00 a.m. (local time), and at any adjourned or postponed meeting thereof, for the following purposes:

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“RESOLVED, as an ordinary resolution,

THAT the appointment of Deloitte Touche Tohmatsu as the independent auditor of the Company for the fiscal year ended June 30, 2012, be and hereby is ratified.”

2. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“RESOLVED, as an ordinary resolution,

THAT the appointment of Deloitte Touche Tohmatsu as the independent auditor of the Company for the fiscal year ending June 30, 2013, be and hereby is approved.”

3. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“RESOLVED, as an ordinary resolution,

THAT the financial statements for the fiscal year ended June 30, 2011 included in the annual report on Form 20-F for the fiscal year ended June 30, 2011 filed with the U.S. Securities and Exchange Commission, be and are hereby approved and confirmed.”

4. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“RESOLVED, as an ordinary resolution,

THAT the financial statements for the fiscal year ended June 30, 2012 included in the annual report on Form 20-F for the fiscal year ended June 30, 2012 filed with the U.S. Securities and Exchange Commission, be and are hereby approved and confirmed.”

5. To transact such other business as may properly come before the Annual General Meeting or any adjournment or postponement thereof.

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The Board of Directors of the Company has fixed the close of business on November 26, 2012 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Annual General Meeting or any adjourned or postponed meeting thereof.

Please refer to the form of proxy, which is attached to and made a part of this notice. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to vote at the Annual General Meeting and any adjourned meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through The Bank of New York Mellon, the depositary of the Company’s ADS program.

You are cordially invited to attend the Annual General Meeting in person. Your vote is important. If you cannot attend the Annual General Meeting in person, you are urged to complete, sign, date and return the accompanying form of proxy as soon as possible and prior to December 19, 2012. We must receive the form of proxy no later than 48 hours before the time appointed for the Annual General Meeting to ensure your representation at such meeting.

Shareholders may obtain a copy of the Company’s annual reports, free of charge, from http://ir.noaheducation.com, or by writing to Investor Relations, Noah Education Holdings Ltd., Unit F, 33rd Floor, NEO Tower A, Che Gong Miao, Futian District, Shenzhen 518048, Guangdong Province, People’s Republic of China, or by email to ir@noaheducation.com.

	By Order of the Board of Directors,
	Noah Education Holdings Ltd.
	/s/ Dong Xu
	Dong Xu
	Chairman and Chief Executive Officer
Shenzhen, November 13, 2012

Executive Office:	Registered Office:
Unit F, 33rd Floor, NEO Tower A	The offices of Maples Corporate Services Limited
Che Gong Miao	P.O. Box 309
Futian District, Shenzhen 518048	Ugland House
Guangdong Province	Grand Cayman KYI-1104
People’s Republic of China	Cayman Islands

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