Exhibit (c)-(2)

Noah Education Holdings Ltd. Fairness Analysis Presented to the Special Committee of Independent Directors April 2, 2014 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff & P

helps, LLC and its affiliates.

2 CONFIDENTIAL Duff & Phelps Disclaimer • The following pages contain materials that are being provided by Duff & Phelps, LLC (“ Duff & Phelps ”) to the special committee of independent directors (the “ Special Committee ”) of the board of directors (the “ Board of Directors ”) of Noah Education Holdings Ltd . (“ Noah ” or the “ Company ”) in the context of a meeting held to consider th

e Proposed Transaction (as defined herein) . • The accompanying materials are, and any Opinion (as defined herein) will be, compiled on a confidential basis for the use and benefit of the Special Committee in connection with their evaluation of the Proposed Transaction and may not be distributed to any other party, publicly disclosed, or relied upon for any other purpose without the prior written consent of Duff & Phelps . • Because the materials were prepared for use in the context of an oral presentation to the Special Committee, whose members are familiar with the business and affairs of the Company, neither the Company nor Duff & Phelps, nor any of their respective legal or financial advisors or accountants, take any responsibility for the accuracy or completeness of any of the materials if used by persons other than the Special Committee . • These materials are not intended to represent an Opinion but rather to serve as discussion materials for the Special Committee and as a summary of the basis upon which Duff & Phelps may render an Opinion . • Any Opinion provided by Duff & Phelps would not : (i) address the merits of the underlying business decision of the Special Committee, the Board of Directors or the Company or any other party to the Proposed Transaction to enter into the Proposed Transaction versus any alternative strategy or transaction ; (ii) constitute a recommendation to the Special Committee, the Board of Directors, the Company or any other person including security holders of the Company as to how such person should vote or as to any other specific action that should be taken in connection with the Proposed Transaction ; or (iii) create any fiduciary duty on Duff & Phelps’ part to any party . • The information utilized in preparing this presentation was obtained from the Company and from public sources . Any estimates and forecasts contained herein have been prepared by or are based on discussions with the senior management of the Company and involve numerous and significant subjective determinations, which may or may not prove to be correct . No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past or the future . Duff & Phelps did not independently verify such information . • No selected company or selected transaction used in our analysis is directly comparable to the Company or the Proposed Transaction . • Duff & Phelps’ affiliate, Duff & Phelps Securities, LLC (“ DPS ”), has acted as financial advisor to the Special Committee providing such financial and market related advice and assistance as requested by the Special Committee in connection with the Proposed Transaction, including assisting the Special Committee in initiating, soliciting and encouraging any alternative transaction proposals from third parties prior to the signing of the Merger Agreement, and will receive a fee for its services .

3 CONFIDENTIAL Table of Contents 1. Introduction and Transaction Overview 2. Valuation Analysis – Discounted Cash Flow Analysis – Selected Public Companies / M&A Transactions Analysis Appendix 1. Assumptions, Qualifications, and Limiting Conditions 2. Premiums Paid Analysis – Supplemental

Introduction and Transaction Overview Section 01

5 CONFIDENTIAL Introduction and Transaction Overview The Engagement • Duff & Phelps was retained by the Special Committee to serve as independent financial advisor to the Special Committee (solely in its capacity as such) . • Specifically, Duff & Phelps has been asked to provide an opinion (the “ Opinion ”) to the Special Committee as to the fairness, from a financial point of view, to t

he holders of ordinary shares, par value US $ 0 . 00005 per share, of the Company (individually, a “ Share ” and collectively, the “ Shares ”), other than the Excluded Shares and the Dissenting Shares (each as defined in the Merger Agreement), and the holders of American Depositary Shares of the Company, each representing one Share (each, an “ ADS ” and collectively, “ ADSs ”), other than ADSs representing the Excluded Shares and the Dissenting Shares, of the Merger Consideration (as defined below) to be received by such holders in the Proposed Transaction (as defined below) (without giving effect to any impact of the Proposed Transaction on any particular holder of the Shares or the ADSs other than in their capacity as holders of the Shares or the ADSs ) . The Proposed Transaction • It is Duff & Phelps’ understanding that the Company, Rainbow Education Holding Limited (“ Parent ”), an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly owned by MSPEA Education Holding Limited, an investment holding company indirectly controlled by Morgan Stanley, Jointly Gold Technologies Limited, First Win Technologies Limited, Global Wise Technologies Limited, Sunshine Nation Limited, Du Qicai and Baring Asia II Holdings ( 22 ) Limited ( collectively, the “ Consortium Members ”), and Rainbow Education Merger Sub Holding Limited (“ Merger Subsidiary ”), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly - owned subsidiary of Parent, propose to enter into an Agreement and Plan of Merger (the “ Merger Agreement ”), the latest draft of which was dated as of March 26 , 2014 . Pursuant to the Merger Agreement, among other things, Merger Subsidiary will merge with and into the Company, whereupon the separate existence of Merger Subsidiary will cease and the Company will be the surviving corporation, and in connection with such merger each issued and outstanding Share (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs) will be cancelled in exchange for the right to receive US $ 2 . 85 in cash per Share without interest (the “ Per Share Merger Consideration ”) and each issued and outstanding ADS (other than ADSs representing the Excluded Shares and the Dissenting Shares) and each Share represented by such ADS will be cancelled in exchange for the right to receive US $ 2 . 85 in cash per ADS without interest (the “ Per ADS Merger Consideration ”, and collectively with the Per Share Merger Consideration, the “ Merger Consideration ”) (collectively, the “ Proposed Transaction ”) .

6 CONFIDENTIAL Introduction and Transaction Overview Scope of Analysis • In connection with our analysis, Duff & Phelps has made such reviews, analyses and inquiries as we have deemed necessary and appropriate under the circumstances . 1. Reviewed the following documents : » The Company’s annual reports and audited financial statements on Form 20 - F filed with the Securities and Exchange

Commission (“ SEC ”) for the years ended June 30 , 2012 and 2013 ; » The Company’s unaudited financial statements for the six months ended December 31 , 2013 and the six months ended December 31 , 2012 ; » A detailed financial projections model, prepared and provided to Duff & Phelps by management of the Company in relation to financial years ending June 30 , 2014 through 2023 , upon which Duff & Phelps has relied in performing its analysis (the “ Management Projections ”) ; » Other internal documents relating to the past and current business operations, financial conditions and probable future outlook of the Company, provided to Duff & Phelps by the management of the Company ; » A letter dated March 26 , 2014 from the chief financial officer of the Company which made certain representations as to the Management Projections and the underlying assumptions for the Company (the “ Management Representation Letter ”) ; and » Documents related to the Proposed Transaction, including a draft of the Merger Agreement dated March 26 , 2014 ; 2. Discussed the information referred to in paragraph 1 above and the business, operations and financial condition and prospects of the Company as well as the background and other elements of the Proposed Transaction with the management of the Company ; 3. Reviewed the historical trading price and trading volume of the Company’s ADSs and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant ; 4. Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques, including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant, an analysis of selected transactions that Duff & Phelps deemed relevant, and an analysis of premiums paid in selected transactions that Duff & Phelps deemed relevant ; and 5. Conducted such other analyses and inquiries and considered such other information and factors as Duff & Phelps deemed appropriate .

7 CONFIDENTIAL Introduction and Transaction Overview Shareholders Source: Company filings, Capital IQ, Company provided Noah Education Holdings Ltd. - Ownership % of Current Shareholders ADS Diluted ADS Consortium Members Xu Dong (Chairman, Founder) 8,078,200 21.4% Tang Benguo (Founder) 5,268,268 14.0% Wang Xiaotong (Director, Founder) 4,292,260 11.4% Baring Private Equity Asia 3,364,66

9 8.9% Du Siyuan 2,647,743 7.0% Du Qicai (Director, General Manager of Wentai) 1,409,304 3.7% MSPEA 70 0.0% Consortium Members 25,060,514 66.5% Institutional Holders Renaissance Technologies Corp. 308,300 0.8% Neon Liberty Capital Management, LLC 136,000 0.4% Other Institutional Holders 37,330 0.1% Institutional Holders 481,630 1.3% Public Shareholders 11,021,847 29.2% Total ADSs Outstanding 36,563,991 97.0% Options In-the-Money at Offer Price 1,132,278 3.0% Fully Diluted ADSs Outstanding at Offer Price 37,696,269 100.00% Public Shareholders 29.2% Consortium Members 66.5% Institutional Shareholders 1.3% Options 3.0%

8 CONFIDENTIAL Introduction and Transaction Overview Trading Analysis Source: Capital IQ Noah Education Holdings Ltd. - Trading History April 1, 2013 to March 31 , 2014 0.0 200.0 400.0 600.0 $0.00 $1.00 $2.00 $3.00 $4.00 Volume (thousands) ADS Price Volume Price 30-day Trailing VWAP 60-day Trailing VWAP 90-day Trailing VWAP Offer (1) Trailing Volume Weighted Average Price (VWAP) at Offer

Current (3/31/14) Offer Price Premium Relative to: 5.6% 30 - Day VWAP (1) 21.5% 26.3% 33.5% 60 - Day VWAP (1) 90 - Day VWAP (1) One Day Prior 26.7% $2.70 $2.35 $2.26 $2.14 $2.25 Dec 24, 2013 Noah received a non - binding proposal from certain shareholders and an affiliate of Morgan Stanley Private Equity Asia to acquire remaining shares of Noah for $2.80 per ADS. May 22, 2013 Noah reported Q3 '13 earnings results. The Company reported net revenue of RMB46.4 million and nil earnings per ADS. Aug 28, 2013 Noah reported Q4 '13 earnings results. The Company reported net revenue of RMB63.8 million and earnings of RMB0.32 per ADS . Nov 20, 2013 Noah reported Q1 '14 earnings results. The Company reported net revenue of RMB49.2 million and net loss of RMB0.02 per ADS. Feb 26, 2014 Noah reported Q2 '14 earnings results. The Company reported net revenue of RMB70.3 million and net loss of RMB0.17 per ADS. Noah Education Holdings Ltd. Historical Trading Metrics (in thousands, except per ADS) During one year prior to offer Post offer Average Closing Price $1.76 Average Closing Price $2.68 High $2.48 High $2.76 Low $1.33 Low $2.55 Average Volume 24.2 Average Volume 42.0 % of Shares Issued and Outstanding 0.1% % of Shares Issued and Outstanding 0.1% % of Float 0.2% % of Float 0.3%

9 CONFIDENTIAL Introduction and Transaction Overview Proposed Transaction Note: Balance sheet data and LTM as of December 31, 2013. Financial p erformance metrics presented are adjusted to exclude public company costs and non - recurring income (expenses). (1) Represents the value of non - controlling interest in Wentai Education and Yuanbo Education based on the implied EBITDA multiples

of the Company. (2) Includes investment in Franklin Electronic Publishers and other investments. (3) Chengdu Property is subject to various transfer restrictions and the likelihood of a successful transfer is very low and there is no available market price for a property of similar nature. (4) Reflects range of 5% - 10% withholding tax discount on excess cash held at onshore entities. Excluded non - controlling interest share of cash held at subsidiaries and receipts in advance related to pass through fees collected from students on behalf of third - party vendors. (5) Reflects the present value of estimated additional rent expense that the Company would incur without the Chengdu property. (6) Reflects adjusted enterprise value and EBITDA adjusted for additional rent expense the Company would incur without the Chengdu property. Noah Education Holdings Ltd. - Offer Premium Closing Implied Price Premium ADS price of 3/31/14 $2.70 5.6% One-day prior to offer (12/23/13) $2.25 26.7% One-week prior to offer (12/17/13) $2.29 24.5% 30-days trailing VWAP prior to offer $2.35 21.5% 60-days trailing VWAP prior to offer $2.26 26.3% 90-days trailing VWAP prior to offer $2.14 33.5% One-year prior to offer (12/24/12) $2.40 18.8% Initial Public Offering (10/18/2007) $14.00 (79.6%) Offer (12/24/2013) $2.85 Noah Education Holdings Ltd. - Implied Multiples (USD in millions, except per ADS data) Financials Offer 12/31/2013 $2.85 Fully Diluted ADSs Issued and Outstanding (millions) 37.7 37.70 Implied Aggregate Equity Value & Options Proceeds $107.4 Plus: Noncontrolling Interest (1) $3.2 3.6 Less: Excess Net Working Capital ($1.9) (1.9) Less: PV of Headquarters Rental Income ($0.5) (0.5) Less: Long-term Investment (2) ($2.3) (2.3) Less: Chengdu Property at Cost (3) ($15.8) (15.8) Less: Proceeds from Exercise of Options ($1.2) (1.2) Less: PV of Intangible Asset Amortization Tax Benefit ($1.2) (1.2) Less: Cash (4) ($72.0) (72.0) Implied Adjusted Enterprise Value $16.0 Plus: PV of Additional Rent Expense (5) $6.5 6.5 Implied Enterprise Value $22.5 Implied Offer Multiples: EV / LTM Revenue $37.0 0.61x EV / LTM EBITDA $7.3 3.1x Adj. EV / Adj. LTM EBITDA (6) $6.5 2.5x EV / 2014 Revenue $38.5 0.59x EV / 2014 EBITDA $4.9 4.7x Adj. EV / Adj. 2014 EBITDA (6) $4.1 4.0x EV / 2015 Revenue $43.5 0.52x EV / 2015 EBITDA $4.4 5.2x Adj. EV / Adj. 2015 EBITDA (6) $3.4 4.7x P/ Book Value $3.18 0.90x P/ Tangible Book Value $2.53 1.13x

10 CONFIDENTIAL Introduction and Transaction Overview Per ADS Valuation Note: Balance sheet data and LTM as of December 31, 2013. Financial performance metrics presented are adjusted to exclude public company costs and non - recurring income (expenses). (1) Reflects the present value of estimated additional rent expense that the Company would incur without the Chengdu property. (2) Chengdu

Property is subject to various transfer restrictions and the likelihood of a successful transfer is very low and there is no available market price for a property of similar nature. (3) Includes investment in Franklin Electronic Publishers and other investments. (4) Represents the value of non - controlling interest in Wentai Education and Yuanbo Education based on the implied EBITDA multiples of the Company. (5) Reflects range of 5% - 10% withholding tax discount on excess cash held at onshore entities. Excluded non - controlling interest share of cash held at subsidiaries and receipts in advance related to pass through fees collected from students on behalf of third - party vendors. (6) Reflects adjusted enterprise value and EBITDA adjusted for additional rent expense the Company would incur without the Chengdu property. Valuation Range Conclusions (RMB in thousands, except per ADS values) Low High Enterprise Value Discounted Cash Flow Analysis ￥ 96,000 - ￥ 132,000 Selected Public Companies / M&A Transactions Analysis ￥ 123,000 - ￥ 168,100 Enterprise Value Range ￥ 109,500 - ￥ 150,000 Less: PV of Additional Rent Expense (1) (37,379) - (43,320) Adjusted Enterprise Value Range ￥ 72,121 - ￥ 106,680 Plus: Proceeds from Exercise of Options 7,760 - 7,760 Plus: Chengdu Property at Cost (2) 98,336 - 98,336 Plus: Long-term Investment (3) 14,343 - 14,343 Plus: PV of Headquarters Rental Income 2,879 - 2,925 Plus: PV of Intangible Asset Amortization Tax Benefit 7,449 - 8,006 Plus: Excess Net Working Capital 11,750 - 11,750 Less: Non-controlling Interest (4) (16,741) - (23,640) Value Attributable to Fully Diluted ADSs (Excluding Cash) ￥ 197,899 - ￥ 226,162 Fully Diluted ADSs Issued and Outstanding 37,696,269 - 37,696,269 Value Per ADS (RMB) ￥ 5.25 - ￥ 6.00 RMB to USD FX rate (as of 4/1/2014) 6.21 - 6.21 Per ADS Price Range (Excluding Excess Cash) $0.85 - $0.97 Excess Cash (5) 436,871 - 457,185 Cash Value Per Fully Diluted ADSs Issued and Outstanding (RMB) ￥ 11.59 - ￥ 12.13 Cash Value Per Fully Diluted ADSs Issued and Outstanding (USD) $1.87 - $1.95 Offer Price Per ADS Price Range $2.71 - $2.92 $2.85 Implied Valuation Multiples RMB EV / LTM EBITDA ￥ 45,422 2.4x - 3.3x EV / 2014 EBITDA ￥ 29,922 3.7x - 5.0x EV / 2015 EBITDA ￥ 26,872 4.1x - 5.6x EV / 2014 Revenue ￥ 236,567 0.46x - 0.63x Adj. EV / Adj. LTM EBITDA (6) ￥ 40,422 1.8x - 2.6x Adj. EV / Adj. 2014 EBITDA (6) ￥ 24,922 2.9x - 4.3x Adj. EV / Adj. 2015 EBITDA (6) ￥ 21,239 3.4x - 5.0x Adj. EV / 2014 Revenue ￥ 236,567 0.30x - 0.45x P/ Book Value ￥ 19.75 0.85x - 0.92x P/ Tangible Book Value ￥ 15.70 1.07x - 1.15x

11 CONFIDENTIAL Introduction and Transaction Overview ADS Price Range $2.71 $2.67 $2.76 $2.92 $2.86 $2.98 $2.60 $2.70 $2.80 $2.90 $3.00 $3.10 Concluded Range Discounted Cash Flow Analysis Selected Public Companies / M&A Transactions Analysis Value Per ADS $2.85 Offer Price

Valuation Analysis Section 02

13 CONFIDENTIAL Valuation Analysis Financial Performance Historical and Projected Financial Performance ( ￥ in thousands) LTM Management Projections CAGR 2012A 2013A 12/31/2013 2014P 2015P 2016P 2017P 2018P 2019P 2020P 2021P 2022P 2023P '14-'18 '14-'23 Net Revenue ￥ 163,022 ￥ 211,764 ￥ 229,778 ￥ 236,567 ￥ 267,698 ￥ 307,873 ￥ 357,531 ￥ 405,608 ￥ 459,664 ￥ 517,280 ￥ 578,649 ￥ 643,976 ￥

713,473 14.4% 13.0% Growth 74.4% 29.9% 23.9% 11.7% 13.2% 15.0% 16.1% 13.4% 13.3% 12.5% 11.9% 11.3% 10.8% Gross Profit ￥ 86,544 ￥ 103,863 ￥ 111,679 ￥ 108,995 ￥ 118,872 ￥ 133,912 ￥ 154,340 ￥ 175,115 ￥ 199,797 ￥ 226,449 ￥ 254,781 ￥ 284,881 ￥ 316,838 Margin % 53.1% 49.0% 48.6% 46.1% 44.4% 43.5% 43.2% 43.2% 43.5% 43.8% 44.0% 44.2% 44.4% EBITDA ￥ 17,494 ￥ 39,100 ￥ 45,422 ￥ 29,922 ￥ 26,872 ￥ 28,956 ￥ 33,861 ￥ 40,962 ￥ 50,726 ￥ 62,297 ￥ 74,847 ￥ 88,309 ￥ 102,600 8.2% 14.7% Margin % 10.7% 18.5% 19.8% 12.6% 10.0% 9.4% 9.5% 10.1% 11.0% 12.0% 12.9% 13.7% 14.4% Growth NM 123.5% 54.4% (23.5%) (10.2%) 7.8% 16.9% 21.0% 23.8% 22.8% 20.1% 18.0% 16.2% EBIT - ￥ 10,432 ￥ 5,333 ￥ 10,314 ￥ 4,337 ￥ 560 - ￥ 1,334 - ￥ 527 ￥ 2,353 ￥ 7,770 ￥ 14,863 ￥ 22,801 ￥ 34,513 ￥ 47,001 NM NM Margin % (6.4%) 2.5% 4.5% 1.8% 0.2% (0.4%) (0.1%) 0.6% 1.7% 2.9% 3.9% 5.4% 6.6% Growth NM NM NM (18.7%) (87.1%) NM NM NM 230.1% 91.3% 53.4% 51.4% 36.2% Net Income to Shareholders ￥ 5,836 ￥ 19,016 ￥ 25,210 ￥ 15,233 ￥ 13,335 ￥ 11,749 ￥ 11,568 ￥ 12,652 ￥ 15,264 ￥ 18,910 ￥ 23,043 ￥ 29,231 ￥ 35,815 Margin % 3.6% 9.0% 11.0% 6.4% 5.0% 3.8% 3.2% 3.1% 3.3% 3.7% 4.0% 4.5% 5.0% Growth NM 225.8% 180.7% (19.9%) (12.5%) (11.9%) (1.5%) 9.4% 20.6% 23.9% 21.9% 26.9% 22.5% Diluted Earnings per ADS ￥ 0.16 ￥ 0.52 ￥ 0.69 ￥ 0.41 ￥ 0.36 ￥ 0.32 ￥ 0.31 ￥ 0.34 ￥ 0.41 ￥ 0.51 ￥ 0.62 ￥ 0.78 ￥ 0.96 Growth NM 226.0% 180.5% (21.4%) (12.5%) (11.9%) (1.5%) 9.4% 20.6% 23.9% 21.9% 26.9% 22.5% Capital Expenditures ￥ 27,140 ￥ 43,879 ￥ 33,407 ￥ 43,079 ￥ 43,979 ￥ 44,906 ￥ 45,860 ￥ 46,844 ￥ 47,857 ￥ 48,900 ￥ 49,975 ￥ 51,082 ￥ 52,222 % of Net Revenue 16.65% 20.72% 14.54% 18.21% 16.43% 14.59% 12.83% 11.55% 10.41% 9.45% 8.64% 7.93% 7.32% % of EBITDA 155.13% 112.22% 73.55% 143.97% 163.66% 155.08% 135.44% 114.36% 94.34% 78.50% 66.77% 57.84% 50.90% Note: Financial performance metrics presented are adjusted to exclude public company costs and non-recurring income (expenses). Source: SEC filings, Company management

14 CONFIDENTIAL Valuation Analysis Discounted Cash Flow Analysis – Methodology and Key Assumptions Discounted Cash Flow Methodology • Duff & Phelps performed a discounted cash flow analysis of the projected unlevered free cash flows . • Unlevered free cash flow is defined as cash generated by the business that is available to either reinvest or to distribute to security holders . • Projected

free cash flows are discounted to the present using a discount rate which reflects their relative risk . • The discount rate is equivalent to the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles . Discounted Cash Flow Key Assumptions • Duff & Phelps utilized and relied upon the Management Projections for the fiscal years ending June 30 , 2014 - 2023 (excluding public company expenses, as provided by Company management) as well as discussions with Company management, a review of the Company’s historical performance and other factors to develop the DCF analysis . • Beyond the projection period, Duff & Phelps estimated the “terminal value” using a perpetuity formula . • Duff & Phelps discounted the resulting free cash flows and terminal value using a weighted average cost of capital range of 17 . 0 % to 19 . 0 % , derived from the Capital Asset Pricing Model . • The following is a summary of the Management Projections utilized in the discounted cash flow analysis : » The Company’s net revenue is projected to increase at a compound annual growth rate (“ CAGR ”) of 12 . 9 % over the ten - year period ending 2023 . » EBITDA is projected to increase at a CAGR of 10 . 1 % over the ten - year period ending 2023 . » The Company’s EBITDA margin is projected to average 11 . 6 % over the ten - year period ending 2023 . » Total capital expenditures are projected to average 11 . 7 % of revenue over the ten - year period ending 2023 .

15 CONFIDENTIAL Valuation Analysis DCF Valuation Summary (1) Prior to application of 10% dividend withholding tax calculated based on levered cash flows and discounted separately at the cost of equity derived in the WACC calculation. Note: Balance sheet data and LTM as of December 31, 2013. Financial performance metrics presented are adjusted to exclude public company costs and non - recu

rring income (expenses). Discounted Cash Flow Analysis (RMB in thousands) LTM Terminal CAGR 12/31/2013 2014P 2015P 2016P 2017P 2018P 2019P 2020P 2021P 2022P 2023P Year 5 Year 10 Year Net Revenue ￥ 229,778 ￥ 236,567 ￥ 267,698 ￥ 307,873 ￥ 357,531 ￥ 405,608 ￥ 459,664 ￥ 517,280 ￥ 578,649 ￥ 643,976 ￥ 713,473 ￥ 713,473 13.9% 12.9% Growth 23.9% 11.7% 13.2% 15.0% 16.1% 13.4% 13.3% 12.5% 11.9% 11.3% 10.8% EBITDA 45,422 29,922 26,872 28,956 33,861 40,962 50,726 62,297 74,847 88,309 102,600 102,600 EBITDA Margin 19.8% 12.6% 10.0% 9.4% 9.5% 10.1% 11.0% 12.0% 12.9% 13.7% 14.4% 14.4% Growth 54.4% (23.5%) (10.2%) 7.8% 16.9% 21.0% 23.8% 22.8% 20.1% 18.0% 16.2% 0.9% 10.1% Q3-Q4 2014 Earnings Before Interest and Taxes ￥ -866 ￥ 560 ￥ -1,334 ￥ -527 ￥ 2,353 ￥ 7,770 ￥ 14,863 ￥ 22,801 ￥ 34,513 ￥ 47,001 ￥ 74,749 Pro Forma Taxes @ 25.0% (335) (1,545) (1,072) (1,273) (1,994) (3,348) (5,121) (7,106) (10,033) (13,155) (20,093) Net Operating Profit After Tax (1,201) (986) (2,406) (1,801) 360 4,422 9,742 15,696 24,479 33,845 54,657 Depreciation 5,652 20,691 24,670 28,767 32,988 37,335 41,813 46,425 48,175 49,978 22,230 Amoritization 2,204 5,621 5,621 5,621 5,621 5,621 5,621 5,621 5,621 5,621 5,621 Capital Expenditures (33,129) (43,979) (44,906) (45,860) (46,844) (47,857) (48,900) (49,975) (51,082) (52,222) (21,404) (Increase) / Decrease in Working Capital (453) 8,876 11,104 13,445 12,824 14,207 15,090 16,092 17,327 18,448 6,825 Free Cash Flow (1) ￥ -26,927 ￥ -9,776 ￥ -5,917 ￥ 172 ￥ 4,949 ￥ 13,728 ￥ 23,365 ￥ 33,859 ￥ 44,521 ￥ 55,671 ￥ 67,928 Enterprise Value Range Low High Terminal Growth Rate 4.0% 4.0% Weighted Average Cost of Capital 19.0% 17.0% Concluded Enterprise Value Range ￥ 96,000 ￥ 132,000 Implied Equity Value ￥ 623,964 ￥ 668,940 Fully Diluted ADSs Issued and Outstanding 37,696,269 37,696,269 Implied Per ADS Range (RMB) ￥ 16.55 ￥ 17.75 Implied Per ADS Range (USD) $2.67 $2.86 Implied Valuation Multiples EV / LTM EBITDA ￥ 45,422 2.1x 2.9x EV / 2014 EBITDA ￥ 29,922 3.2x 4.4x EV / 2015 EBITDA ￥ 26,872 3.6x 4.9x EV / LTM Revenue ￥ 229,778 0.4x 0.6x EV / 2014 Revenue ￥ 236,567 0.4x 0.6x EV / 2015 Revenue ￥ 267,698 0.4x 0.5x P / Book Value ￥ 744,324 0.84x 0.90x P/ Tangible Book Value ￥ 591,939 1.05x 1.13x

16 CONFIDENTIAL Valuation Analysis Selected Public Companies / M&A Transactions Analysis Methodology Selected Public Companies Analysis • Duff & Phelps selected ten publicly traded companies in the education services industry that were deemed relevant to its analysis . • Duff & Phelps analyzed the financial performance of each of the publicly traded companies . Duff & Phelps then analy

zed the selected public companies’ trading multiples of enterprise value to LTM and projected revenue, EBITDA, and EBIT and price to LTM and projected earnings per share . Selected M&A Transactions Analysis • Duff & Phelps selected six precedent transactions within China’s education services and twenty - two precedent transactions within the global education services that it determined to be relevant to its analysis . Duff & Phelps computed the LTM revenue and EBITDA for each of the target companies (where publicly disclosed) . Duff & Phelps then calculated the implied enterprise value to revenue and enterprise value to EBITDA multiples for each transaction . Duff & Phelps analyzed a number of factors in comparing the Company to the selected public companies and the targets in the selected M&A transactions, including historical and forecasted growth in revenue and EBITDA, EBITDA margins, capital spending levels, and other characteristics that we deemed relevant . Rather than applying the average or median multiple from the public company set, Duff & Phelps selected multiples that reflect the Company’s size, growth outlook, capital requirements, profit margins, revenue mix, and other characteristics relative to the group . None of the companies utilized for comparative purposes in the following analysis are directly comparable to the Company, and none of the transactions utilized for comparative purposes in the following analysis are directly comparable to the Proposed Transaction . Duff & Phelps does not have access to non - public information of any of the companies used for comparative purposes . Accordingly, a complete valuation analysis of the Company and the Proposed Transaction cannot rely solely upon a quantitative review of the selected companies and selected transactions, and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of the Company . Therefore, the Selected Public Companies / Selected M&A Transactions Analysis is subject to certain limitations .

17 CONFIDENTIAL Valuation Analysis Selected Public Companies Analysis – Financial Metrics (1) The Company's financial performance metrics presented are adjusted to exclude public company costs and non - recurring income (expense s ). Financials adjusted to June end fiscal year LTM = Latest Twelve Months CAGR = Compounded Annual Growth Rate EBITDA = Earnings Before Interest, Taxes, Depreci

ation and Amortization EBIT = Earnings Before Interest and Taxes Source: Bloomberg, Capital IQ, SEC filings Selected Public Company Analysis ($ in millions, except per share data) COMPANY INFORMATION REVENUE GROWTH EBITDA GROWTH EBITDA MARGIN EBIT MARGIN Company Name HQ Exchange 3-YR CAGR LTM 2014 2015 3-YR CAGR LTM 2014 2015 3-YR AVG LTM 2014 2015 3-YR AVG LTM 2014 2015 China Education China Distance Education Holdings Limited China NYSE 29.9% 39.6% 37.0% 25.5% NM 48.3% 62.7% 20.7% 18.1% 26.9% 24.0% 23.1% 13.5% 23.5% 21.1% 21.4% New Oriental Education & Technology Group Inc. China NYSE 35.4 22.6 21.2 20.7 21.7 66.3 53.1 24.6 19.1 21.6 21.3 22.0 15.5 17.4 17.7 19.2 TAL Education Group China NYSE 48.3 31.1 41.5 32.8 31.1 44.5 77.5 22.0 19.6 19.7 20.7 19.0 16.4 17.2 17.4 17.2 Xueda Education Group China NYSE 31.1 18.4 16.9 18.2 8.9 NM 101.5 15.7 4.8 7.5 10.8 10.5 1.8 5.3 4.9 5.7 Group Median 33.3% 26.9% 29.1% 23.1% 21.7% 48.3% 70.1% 21.4% 18.6% 20.7% 21.0% 20.5% 14.5% 17.3% 17.6% 18.2% U.S. Education Apollo Education Group, Inc. United States NasdaqGS -9.1% -15.8% -16.8% -9.9% -20.4% -16.9% -18.3% -12.5% 23.6% 20.7% 19.7% 19.1% 19.6% 16.2% 15.0% 14.0% Corinthian Colleges Inc. United States NasdaqGS -1.2 -5.0 -10.7 -4.7 -27.8 -43.4 -21.1 12.4 9.0 5.1 6.1 7.2 5.1 1.8 2.3 2.8 DeVry Education Group Inc. United States NYSE 0.8 -4.1 -2.7 0.6 -10.5 -19.6 -19.9 6.0 21.0 15.3 14.2 15.0 17.1 10.5 9.8 9.9 ITT Educational Services Inc. United States NYSE -12.5 -16.9 -11.9 -0.1 -32.5 -44.6 -40.7 -12.0 27.2 18.4 15.5 13.6 25.0 15.8 13.1 11.3 K12, Inc. United States NYSE 30.2 12.6 6.7 10.5 16.2 -11.8 36.7 24.0 9.0 7.2 12.2 13.7 4.7 2.6 5.9 6.7 Strayer Education Inc. United States NasdaqGS -7.5 -10.4 -14.5 -11.0 -19.5 -12.2 -19.1 -26.6 26.5 24.4 21.1 17.4 22.2 17.4 15.9 14.1 Group Median -4.3% -7.7% -11.3% -2.4% -19.9% -18.3% -19.5% -3.0% 22.3% 16.8% 14.9% 14.4% 18.3% 13.2% 11.5% 10.6% Aggregate Mean 14.5% 7.2% 6.7% 8.3% -3.6% 1.2% 21.3% 7.4% 17.8% 16.7% 16.6% 16.1% 14.1% 12.8% 12.3% 12.2% Aggregate Median 15.4% 4.2% 2.0% 5.6% -10.5% -12.2% 9.2% 14.0% 19.3% 19.0% 17.6% 16.2% 15.9% 16.0% 14.1% 12.6% Noah Education Holdings Ltd. (Management Projections) (1) NM 23.9% 11.7% 13.2% NM 54.4% -23.5% -10.2% NM 19.8% 12.6% 10.0% NM 4.5% 1.8% 0.2% March 31, 2014

18 CONFIDENTIAL Valuation Analysis Selected Public Companies Analysis – Market Multiples Financials adjusted to June end fiscal year LTM = Latest Twelve Months Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non - Controlling Interest) – (Cash & Equivalents) – (Net N on - Operating Assets) EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization EBIT =

Earnings Before Interest and Taxes EPS = Earnings per share (or ADS) Source: Bloomberg, Capital IQ, SEC filings Selected Public Company Analysis ($ in millions, except per share data) COMPANY INFORMATION MARKET DATA STOCK PRICE AS A MULTIPLE OF ENTERPRISE VALUE AS MULTIPLE OF Company Name HQ Exchange Stock Price on 3/31/14 % of 52- Wk High Enterprise Value LTM EPS 2014 EPS 2015 EPS Book Value LTM EBITDA 2014 EBITDA 2015 EBITDA LTM EBIT 2014 EBIT 2015 EBIT LTM Revenue 2014 Revenue 2015 Revenue China Education China Distance Education Holdings Limited China NYSE $18.03 67.3% $592 41.6x 38.6x 32.2x 9.4x 28.5x 29.5x 24.4x 30.6x 25.7x 19.6x 7.68x 7.07x 5.64x New Oriental Education & Technology Group Inc. China NYSE 29.35 87.1 3,565 24.7 22.1 17.7 4.9 15.6 14.4 11.6 19.4 17.3 13.2 3.38 3.06 2.54 TAL Education Group China NYSE 22.52 87.9 1,506 35.3 29.7 23.2 7.2 26.7 21.6 17.7 30.6 25.7 19.6 5.25 4.47 3.37 Xueda Education Group China NYSE 5.40 71.8 80 19.9 17.8 11.7 2.2 3.1 1.9 1.7 4.3 4.3 3.1 0.23 0.21 0.18 Group Median 79.5% $1,049 30.0x 25.9x 20.5x 6.0x 21.2x 18.0x 14.6x 25.0x 21.5x 16.4x 4.32x 3.77x 2.95x U.S. Education Apollo Education Group, Inc. United States NasdaqGS $34.24 97.2% $2,646 11.7x 17.4x 17.4x 3.2x 3.7x 4.2x 4.8x 4.7x 5.5x 6.6x 0.76x 0.83x 0.92x Corinthian Colleges Inc. United States NasdaqGS 1.38 49.3 212 38.6 21.2 12.0 0.2 2.7 2.4 2.2 7.7 6.5 5.6 0.14 0.15 0.16 DeVry Education Group Inc. United States NYSE 42.39 99.9 2,453 18.7 18.2 17.5 1.9 8.3 9.0 8.5 12.1 13.1 12.9 1.27 1.28 1.28 ITT Educational Services Inc. United States NYSE 28.68 63.2 501 6.6 16.8 9.4 3.3 2.6 3.2 3.6 3.0 3.7 4.3 0.47 0.49 0.49 K12, Inc. United States NYSE 22.65 59.8 850 52.3 27.3 22.7 1.7 13.4 7.7 6.2 38.1 15.9 12.6 0.97 0.94 0.85 Strayer Education Inc. United States NasdaqGS 46.43 80.8 545 10.0 12.3 15.9 12.9 4.4 5.6 3.9 6.2 7.5 9.5 1.08 1.19 1.34 Group Median 72.0% $697 15.2x 17.8x 16.6x 2.5x 4.1x 4.9x 4.4x 6.9x 7.0x 8.0x 0.87x 0.88x 0.88x Aggregate Mean 76.4% $1,295 25.9x 22.1x 18.0x 4.7x 10.9x 10.0x 8.5x 15.7x 12.5x 10.7x 2.12x 1.97x 1.67x Aggregate Median 76.3% $721 22.3x 19.7x 17.4x 3.2x 6.4x 6.6x 5.5x 9.9x 10.3x 11.0x 1.03x 1.06x 1.10x March 31, 2014

19 CONFIDENTIAL Valuation Analysis Selected Public Companies Analysis – Ranking Tables Source: Capital IQ, Company management LTM Revenue Projected Two - Year Avg. Capex / Revenue Projected Two - Year Avg. EBITDA Margin Total Assets NA 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% Median: 16.9% $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 Median: $711 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 1

4.0% 16.0% 18.0% 20.0% Median: 2.9% $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 Median: $964

20 CONFIDENTIAL Valuation Analysis Selected Public Companies Analysis – Ranking Tables Source: Capital IQ, Company management Projected 2014 Revenue Growth Projected 2014 EBITDA Growth Projected 2015 Revenue Growth Projected 2015 EBITDA Growth -20.0% -10.0% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% Median: 2.0% -20.0% -10.0% 0.0% 10.0% 20.0% 30.0% 40.0% Median: 5.6% -60.0% -40.0%

-20.0% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 120.0% Median: 9.2% -30.0% -20.0% -10.0% 0.0% 10.0% 20.0% 30.0% Median: 14.0%

21 CONFIDENTIAL Valuation Analysis Selected M&A Transactions Analysis – China Education Services Transactions Source: Capital IQ, SEC filings Selected M&A Transactions Analysis - China Education Services Transactions ($ in millions) Premium as a % of Announced Status Target Name Target Business Description Acquirer Name Enterprise Value LTM Revenue LTM EBITDA EBITDA Margin EV / EBITDA

EV / Revenue 1-Day Prior 1-Week Prior 1-Month Prior 11/23/2013 Pending Shaanxi Dade Education Development Co., Ltd. Operates as a private university Shaanxi Yuhualong Investment Group Co., Ltd. $27.1 N/A N/A N/A N/A N/A NM NM NM 6/20/2013 Pending ChinaEdu Corporation Provides educational services to the online degree programs of universities in China Management Buyout $95.2 $80.5 $21.3 26.5% 4.5x 1.18x 19.9 16.9 17.6 8/29/2012 Closed Xiaoxiao Education Limited Operates education institutions for children in China Shanghai Yuanbo Education Information and Consulting Corporation Ltd. $8.9 $6.1 N/A N/A N/A 1.46x 27.8 27.8 76.1 12/31/2011 Closed Beijing Century College Operates as a college Xihua Investment Group $37.8 N/A N/A N/A N/A N/A NM NM NM 11/19/2011 Closed Global Education & Technology Group Limited Provides educational courses and related services in China Pearson plc $148.8 $64.7 $8.1 12.5% 18.3x 2.30x 105.0 230.5 245.0 7/7/2011 Closed Shanxi Rising Education Investment Co., Ltd. Operates as a subsidiary of China Bilingual Technology Education Group Inc China Bilingual Technology & Education Group Inc. $108.0 $7.8 N/A N/A N/A 13.89x NM NM NM China Mean $39.8 $14.7 19.5% 11.4x 4.71x 50.9% 91.7% 112.9% China Median $36.3 $14.7 19.5% 11.4x 1.88x 27.8% 27.8% 76.1%

22 CONFIDENTIAL Valuation Analysis Selected M&A Transactions Analysis – International Education Transactions Source: Capital IQ, SEC filings Selected M&A Transactions Analysis - International Education Services Transactions ($ in millions) Premium as a % of Announced Status Target Name Target Business Description Acquirer Name Enterprise Value LTM Revenue LTM EBITDA EBITDA Margin EV /

EBITDA EV / Revenue 1-Day Prior 1-Week Prior 1-Month Prior 12/5/13 Closed Help International Corporation Bhd Provides tertiary, continuing professional development, vocational, pre-university, primary and secondary education, and training programs in Malaysia Southern Capital Group; Southern Capital Fund III $99.9 $38.3 $8.5 22.2% 11.7x 2.61x 10.5 12.4 39.8 10/22/13 Closed Educational Institutions And Associations Operates management and communication schools and colleges in France and Monaco Apax Partners France $305.0 $128.6 N/A N/A N/A 2.37x NM NM NM 9/12/13 Pending União dos. Cursos Superiores SEB Ltda. Owns and operates three educational institutions Estácio Participações S.A $276.1 $47.4 $20.8 43.9% 13.3x 5.83x NM NM NM 9/6/13 Pending Coach United, Inc. Owns and operates music schools, language schools, and cram schools Cookpad Inc. $10.1 $1.0 N/A N/A N/A 9.66x NM NM NM 8/31/13 Closed KGIC Education Group, Inc. And KGIC Language College (2010) Corp. Provides English language education and training services Loyalist Group Limited $12.8 $23.7 N/A N/A N/A 0.54x NM NM NM 8/23/13 Closed Faculdades Metropolitanas Unidas An educational institution Laureate Education, Inc. $419.3 $188.7 N/A N/A N/A 2.22x NM NM NM 8/13/13 Pending Zenkyoken Co., Ltd. Operates cram schools Gakken Juku Holdings Co., Ltd. $30.6 $46.0 N/A N/A N/A 0.66x NM NM NM 7/22/13 Closed Children's Choice Learning Centers, Inc. Provides early care and education programs to children Bright Horizons Family Solutions, Inc. $53.0 $41.0 N/A N/A N/A 1.29x NM NM NM 6/21/13 Pending Grupo Ibmec Educacional S/A Provides graduation programs including certification program in business administration Management Buyout $123.4 $88.1 N/A N/A N/A 1.40x NM NM NM 4/10/13 Closed Kidsunlimited Limited Provides nursery care and education services for pre-school children in UK Bright Horizons Family Solutions, Inc. $67.9 $63.4 N/A N/A N/A 1.07x NM NM NM 8/23/12 Closed Explore Learning Ltd. Offers mathematics and English tutorial services in UK Graphite Capital Management LLP $47.7 $24.1 N/A N/A N/A 1.98x NM NM NM 5/28/12 Closed Grupo Uniasselvi Provides educational services in Brazil Editora e Distribuidora Educacional Ltda. $265.2 $99.2 N/A N/A N/A 2.67x NM NM NM 5/16/12 Closed Certiport, Inc. Provides performance-based certification practice test and program management solutions to academic institutions and IT professionals worldwide Pearson VUE $140.0 $48.0 N/A N/A N/A 2.92x NM NM NM 5/11/12 Closed ALC Press Inc. Engages in the planning, production, and sale of materials for distance learning in Japan Nippon Mirai Capital Co., Ltd. $50.0 $102.1 $10.5 10.3% 4.7x 0.49x 0.4 10.0 11.8 3/3/12 Closed Archipelago Learning, Inc. Provides subscription-based software-as-a-service education products to customers in the US, Canada, and UK PLATO Learning, Inc. (nka:Edmentum, Inc.) $301.0 $73.3 $21.9 29.9% 13.7x 4.11x 22.8 17.3 4.7 12/20/11 Closed WAO Corporation Provides education services in Japan NA Holdings Co., Ltd. $65.2 $213.6 $11.7 5.5% 5.6x 0.31x 96.0 99.2 105.9 10/4/11 Closed Ufi Limited (nka:learndirect Limited) Provides online learning services LDC Ltd. $61.7 $216.0 N/A N/A N/A 0.29x NM NM NM 8/5/11 Closed GABA Corporation Operates English schools in Japan Nichii Gakkan Co. $91.3 $104.5 $21.1 20.2% 4.3x 0.87x 49.0 50.0 58.2 5/17/11 Closed Nobel Learning Communities, Inc. Operates a network of nonsectarian private schools Leeds Equity Partners; Leeds Equity Partners V, L.P. $144.7 $238.6 $17.3 7.2% 8.4x 0.61x 36.0 18.4 18.2 5/6/11 Closed Resource Development International Ltd. Provides distance learning education services Capella University, Inc. $21.5 $13.9 N/A N/A N/A 1.55x NM NM NM 3/7/11 Closed Education Development International plc Provides educational qualifications and assessment services in the United Kingdom and internationally Pearson plc $168.0 $48.3 $16.6 34.3% 10.1x 3.48x 61.3 56.3 53.3 2/15/11 Closed Sonans AS Offers coaching and education services to private Candidates for their Norwegian Upper Secondary Schools exams Procuritas Partners AB; Procuritas Capital Investors IV $40.6 $34.7 N/A N/A N/A 1.17x NM NM NM Intl. Mean 21.7% 9.0x 2.19x 39.4% 37.7% 41.7% Intl. Median 21.2% 9.2x 1.47x 36.0% 18.4% 39.8% Aggregate Mean 21.3% 9.5x 2.57x 42.9% 53.9% 63.1% Aggregate Median 21.2% 9.2x 1.50x 31.9% 23.1% 46.5%

23 CONFIDENTIAL Valuation Analysis Selected Public Companies / M&A Transactions Conclusions (1) Pro forma for full - year performance of kindergartens and schools opened in each year. (2) Reflects RMB 30 million in 2014 and 2015 to open six kindergartens and one school each year. (3) Reflects enterprise value based on pro forma EBITDA, net of investment costs. Note: Balance sheet data and LTM as of December 31 , 2013. Financial performance metrics presented are adjusted to exclude public company costs and non - recurring income (expenses). Selected Public Companies / M&A Transactions Analysis (RMB in thousands) Enterprise Valuation Multiples Valuation Summary Metric Public Company Median Transaction Median Selected Multiple Range Company Performance (1) Investment in New Openings (2) Enterprise Value Range (3) EV / Pro Forma 2014 EBITDA 1.9x - 29.5x 6.6x NA 4.00x - 5.00x ￥ 39,842 ￥ -30,000 ￥ 129,368 - ￥ 169,210 EV / Pro Forma 2015 EBITDA 1.7x - 24.4x 5.5x NA 3.50x - 4.50x ￥ 50,442 ￥ -60,000 ￥ 116,546 - ￥ 166,988 Concluded Enterprise Value Range ￥ 123,000 - ￥ 168,100 Implied Equity Value ￥ 645,575 - ￥ 697,834 Fully Diluted ADSs Issued and Outstanding 37,696,269 - 37,696,269 Implied Per ADS Range (RMB) ￥ 17.13 - ￥ 18.51 Implied Per ADS Range (USD) $2.76 - $2.98 Implied Multiples EV / LTM EBITDA 2.6x - 28.5x 6.4x 9.2x ￥ 45,422 2.7x - 3.7x EV / 2014 EBITDA 1.9x - 29.5x 6.6x NA ￥ 29,922 4.1x - 5.6x EV / 2015 EBITDA 1.7x - 24.4x 5.5x NA ￥ 26,872 4.6x - 6.3x EV / LTM Revenue 0.14x - 7.68x 1.03x 1.50x ￥ 229,778 0.54x - 0.73x EV / 2014 Revenue 0.15x - 7.07x 1.06x NA ￥ 236,567 0.52x - 0.71x EV / 2015 Revenue 0.16x - 5.64x 1.10x NA ￥ 267,698 0.46x - 0.63x P / Book Value ￥ 744,324 0.87x - 0.94x P/ Tangible Book Value ￥ 591,939 1.09x - 1.18x Public Company Range

Assumptions, Qualifications, and Limiting Conditions Appendix 01

25 CONFIDENTIAL Assumptions, Qualifications, and Limiting Conditions If issued, our Opinion letter will include assumptions, qualifications and limiting conditions similar to the following . This is not meant to be a complete list of the assumptions, qualifications and limiting conditions which will be included in our Opinion letter, if rendered . Assumptions and Reliance – In compiling financial projections and performing its analyses with respect to the Proposed Transaction, Duff & Phelps has relied upon and assumed that, without independent verification : • the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from pu bli c sources or provided to it from private sources, including the Company management; • the fact that the Special Committee, the Board of Directors and the Company have been advised by their respective counsel as to all legal matters with respect to the Proposed Transaction, including whether all procedures required by law to be taken in connection with the Prop ose d Transaction have been duly, validly and timely taken ; • any estimates, evaluations, forecasts and projections including, without limitation, the Management Projections, furnished to Duf f & Phelps were reasonably prepared and based upon the best currently available estimates and good faith judgment of the person furnishing the same and Duff & Phelps has relied upon such matters in performing its analysis and expresses no opinion to such estimates, evaluations, forecasts and projections or the assumptions on which they are based; • information supplied and representations made by the Company management are accurate in all material respects regarding the Company and the Proposed Transaction ; • the representations and warranties made by all parties in the Merger Agreement and the Management Representation Letter are true and correct and each party to the Merger Agreement will fully and timely perform all of the covenants and agreements required to be performed by such party; • the final versions of all documents reviewed by Duff & Phelps in draft form, including the Merger Agreement, conform in all mater ial respects to the drafts reviewed ; • there has been no material change in the assets, liabilities, financial condition, businesses, results of operations, cash flows or prospects of the Company since the date of the most recent financial statements and other information made available to Duff & Phelps ; • all of the conditions required to implement the Proposed Transaction will be satisfied and that the Proposed Transaction will be com pleted in a timely manner in accordance with the Merger Agreement, without any amendments thereto or any waivers of any terms or conditions thereof, and i n a manner that complies in all material respects with all applicable laws ; • all governmental, regulatory or other consents and approvals necessary for the consummation of the Proposed Transaction will be o bta ined without any undue delay, limitation, restriction or condition that would have a material effect on the Company or the contemplated benefits expected to be derived in the Proposed Transaction; and • any adjustments to the Merger Consideration pursuant to the Merger Agreement will not be material to our analyses or our Opin ion . To the extent that any of the foregoing assumptions or any of the facts on which the Opinion is based prove to be untrue in any material respect, the Opinion cannot and should not be relied upon for any purpose . Furthermore, in Duff & Phelps’ analysis and in connection with the preparation of the Opinion, Duff & Phelps has made numerous assumptions with resp

ect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Proposed Transaction and as to which Duff & Phelps does not express any view or opinion in the Opinion, including as to the reasonableness of such assumptions .

26 CONFIDENTIAL Assumptions, Qualifications, and Limiting Conditions Qualifications – If issued, our Opinion will be qualified by the following: • Duff & Phelps has prepared the Opinion effective as of the date thereof . The Opinion is necessarily based upon the information made available to Duff & Phelps as of the date thereof and market, economic, financial and other conditions as they exist and can be evaluated as of the date thereof , and Duff & Phelps disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to the attention of Duff & Phelps after the date thereof . Duff & Phelps has not undertaken to reaffirm or revise the Opinion or otherwise comment upon any event occurring after the date hereof and does not have any obligation to update, revise or reaffirm the Opinion . • Duff & Phelps did not evaluate the Company’s solvency or conduct an independent appraisal or physical inspection of any specific assets, properties or liabilities (contingent or otherwise) of the Company, nor was Duff & Phelps provided with any such appraisal or evaluation other than the contents of the Management Representation Letter . Duff & Phelps did not estimate, or express any opinion regarding, the liquidation value of any entity or business . Duff & Phelps did not negotiate the terms of the Proposed Transaction, and therefore, Duff & Phelps has assumed that such terms are the most beneficial terms, from the Company’s perspective, that could, under the circumstances, be agreed upon among the parties to the Agreement and the Proposed Transaction . Duff & Phelps did not advise the Special Committee or any other party with respect to alternatives to the Proposed Transaction . Duff & Phelps did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject . • Duff & Phelps is not expressing any opinion as to the market price or value of the Company’s Shares or ADSs (or anything else) after the consummation of the Proposed Transaction (or any other time) . The Opinion should not be construed as a valuation opinion, a credit rating, a solvency opinion, an analysis of the Company’s credit worthiness, tax advice, or accounting advice . Duff & Phelps has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter . • In rendering the Opinion, Duff & Phelps is not expressing any opinion with respect to the amount or nature or any other aspect of any compensation payable to or to be received by any of the Company’s officers, directors or employees, or any class of such persons, relative to the Merger Consideration, or with respect to the fairness of any such compensation . In addition, The Opinion does not address the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company, other than the holders of the Shares and ADSs (excluding the Excluded Shares and the Dissenting Shares) .

27 CONFIDENTIAL Assumptions, Qualifications, and Limiting Conditions Limiting Conditions – If issued, the use of our Opinion will be strictly limited and will state: • The Opinion is furnished for the use and benefit of the Special Committee in connection with its consideration of the Proposed Transaction and is not intended to, and does not, confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, by any other person or for any other purpose, without Duff & Phelps’ express consent . • The Opinion (i) does not address the merits of the underlying business decision to enter into the Proposed Transaction versus any alternative strategy or transaction ; (ii) does not address any transaction related to the Proposed Transaction ; (iii) is not a recommendation as to how the Special Committee, the Board Directors, the Company, any other person including security holders of the Company should vote or act with respect to any matters relating to the Proposed Transaction, or whether to proceed with the Proposed Transaction or any related transaction, and (iv) does not indicate that the Merger Consideration is the best possibly attainable under any circumstances ; instead, it merely states whether the Merger Consideration is within a range suggested by certain financial analyses . The decision as to whether to proceed with the Proposed Transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which the Opinion is based . • The Opinion should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party . • The Opinion is solely that of Duff & Phelps, and Duff & Phelps’ liability in connection with the Opinion shall be limited in accordance with the terms set forth in the engagement letter between Duff & Phelps and the Company dated January 9 , 2014 (the “ Engagement Letter ”) . • The Opinion is confidential, and its use and disclosure is strictly limited in accordance with the terms set forth in the Enga

gement Letter .

Premiums Paid Analysis Appendix 02

29 CONFIDENTIAL Premiums Paid Analysis Going Private and Education Services Company Transactions Note: Excludes negative premiums . Source: Capital IQ Premiums Paid Analysis - Going Private Transactions Transactions announced, closed, or effective from March 2011 - March 2014 Premium as a % of Number of Deals One-Day Prior to Announcement Date One-Week Prior to Announcement Date One-M

onth Prior to Announcement Date One-Day Prior as a % of 52-Week High Overall Mean 347 34.5 36.0 39.8 72.5 Overall Median 25.0 27.4 26.7 79.9 Chinese Companies Mean 56 36.6 43.4 45.5 63.6 Chinese Companies Median 26.0 37.1 33.8 67.5 US-Listed Chinese Companies Mean 45 36.0 43.2 46.3 64.3 US-Listed Chinese Companies Median 26.4 37.6 32.7 66.8 Noah Education Holdings Ltd. 26.7 24.5 18.3 90.4 Premiums Paid Analysis - Education Services Change of Control Transactions Transactions announced, closed, or effective from March 2011 - March 2014 Premium as a % of Number of Deals One-Day Prior to Announcement Date One-Week Prior to Announcement Date One-Month Prior to Announcement Date One-Day Prior as a % of 52-Week High Overall Industry Mean 7 34.0 86.6 100.8 65.4 Overall Industry Median 15.2 16.9 39.8 69.9 Chinese Companies Mean 2 62.4 123.7 131.3 60.4 Chinese Companies Median 62.4 123.7 131.3 60.4 Noah Education Holdings Ltd. 26.7 24.5 18.3 90.4