F-1

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Noah Education Holdings Ltd.

(Exact name of Registrant as specified in its charter)

Not Applicable

Cayman Islands	8200	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

10th Floor B Building

Futian Tian’an Hi-Tech Venture Park

Futian District, Shenzhen

Guangdong Province, People’s Republic of China

(86755) 8343-2800

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 664-1666

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David T. Zhang, Esq. John A. Otoshi, Esq. Latham & Watkins LLP 41^st Floor, One Exchange Square 8 Connaught Place, Central Hong Kong (852) 2522-7886 Matthew Bersani, Esq. Shearman & Sterling LLP 12/F, Gloucester Tower The Landmark 15 Queen’s Road Central, Central Hong Kong (852) 2978-8000

Approximate date of commencement of proposed sale to the public:    as soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                     

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                     

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                     

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)		Amount of registration fee
Ordinary shares, par value US$ 0.0001 per share(2)(3)	US$	140,000,000	US$	4,298

(1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.

(2) Includes              ordinary shares that may be purchased by the underwriters to cover over-allotments, if any. Also Includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These ordinary shares are not being registered for the purpose of sales outside the United States.

(3) American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No.333-    ). Each American depositary share represents one ordinary share.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated             , 2007

Noah Education Holdings Ltd.

             American Depositary Shares

Representing              Ordinary Shares

This is the initial public offering of Noah Education Holdings Ltd. We are offering              American depositary shares and the selling shareholders identified in this prospectus are offering an additional              ADSs. Each ADS will represent the right to receive one ordinary share, par value US$ 0.0001 per share. We anticipate that the initial public offering price will be between US$             and US$             per ADS. We have applied to list our ADSs on the New York Stock Exchange under the symbol “NED.”

Investing in the ADSs involves risk. See “ Risk Factors” beginning on page 12.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per ADS	Total
Public offering price	US$	US$
Underwriting discounts and commissions	US$	US$
Proceeds, before expenses, to Noah Education Holdings Ltd.	US$	US$
Proceeds, before expenses, to selling shareholders	US$	US$

We and the selling shareholders have granted the underwriters the right to purchase up to              additional ADSs to cover over-allotments.

Deutsche Bank Securities

CIBC World Markets	Thomas Weisel Partners LLC
First Shanghai Securities

The date of this prospectus is                     , 2007

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all the information that you should consider in making your investment decision. Before investing in the ADSs, you should carefully read this entire prospectus, including our financial statements and related notes included in this prospectus and the information set forth in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Overview

We are a leading provider of interactive education content in China. We develop and market interactive, multimedia learning materials mainly to complement prescribed textbooks used in China’s primary and secondary school curriculum, covering subjects such as English, Chinese, mathematics, physics, chemistry, biology, geography, political science and history. We deliver our content primarily through handheld digital learning devices, or DLDs, into which our content is embedded or subsequently downloaded at over 8,500 points of sale, approximately 2,000 download centers, or through our website, www.noahedu.com. In addition, we sell electronic dictionaries, or E-dictionaries. In July 2007, we began offering after-school tutoring programs as we build upon our experience and brand to capture more market opportunities in the supplemental education market. According to CCID Consulting, an independent market research company, in 2006 and the first half of 2007, we were ranked No. 1 by revenue and by the combined number of DLDs and E-dictionaries sold, and No. 2 in 2006 and No. 1 in the first half of 2007 by revenue and by the number of DLDs sold, among interactive education content providers that distribute content through DLDs and E-dictionaries in China.

As of June 30, 2007, we had developed a collection of approximately 28,000 courseware titles, each of which corresponds to a chapter of a printed textbook or a topic covered by a textbook. We develop courseware titles based on standardized textbooks and other print-based content that we license from leading domestic and international educational publishers, including Oxford University Press, People’s Education Press, Foreign Language Teaching & Research Press and Riverdeep Interactive Learning Limited. Our content is produced by a team of approximately 100 full-time and more than 400 part-time producers, editors and graphic artists. To ensure the quality and effectiveness of our content, we have established a “Teachers’ Alliance” to help us in designing our courseware. Our Teachers’ Alliance consists of approximately 250 experienced teachers and 16 education experts from more than 100 top schools in 15 provinces throughout China, including Beijing and Shanghai.

Our DLDs are built on our proprietary NP-iTECH software platform. As of June 30, 2007, we held five domestic patents and had eight domestic and one international patent applications related to our NP-iTECH technology. Our NP-iTECH technology supports and integrates mainstream multimedia formats, and enables our content developers to efficiently design and assemble multimedia content elements. In July 2007, we introduced to the Chinese market the first searchable practice question database that operates in DLDs. In an effort to diversify the delivery platforms for our content, in December 2006 we partnered with OKWAP, a Taiwan-based mobile phone maker, to bring to market what we believe to be the first mobile phone with built-in digital learning content. In June 2006, we launched our website for the downloading of our learning materials to DLDs, and have since enhanced our website to offer other features, such as online communities, chat rooms and bulletin boards. We believe our website will serve as a launch pad for further diversification of our content delivery platforms.

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In 2006, our leading position in interactive education content development and our innovative delivery platform won us the “Best Content Brand” and “Best Innovative Brand” awards by the China Education Newspaper. Also in 2006, we were ranked among the “Top 100 Asian Businesses” by Red Herring Magazine and in 2005 we received the “Technology Fast 500 Asia Pacific Award” from Deloitte Touche Tohmatsu. In 2004, our brand was selected as China’s “Top Brand in Quality Measured in Consumer Satisfaction” by the People’s Daily and several Internet portals, affirming the broad acceptance of our brand and consumer endorsement of the quality of our products. In addition, our innovation in the field of mobile technology earned us the award of “China’s Best Mobile Learning Brand” from the Conference of China Mobile Communication Industry in December 2006. We were also selected to partner with the National Centre for Education Technology in March 2006 in the effort by the PRC Ministry of Education to experiment with digitally aided learning. We believe our continued involvement with this government effort will continue to enhance our brand.

We have grown rapidly since we began focusing on educational content development in 2004. Our net revenue grew from RMB 208.9 million in the fiscal year ended June 30, 2005 to RMB 393.0 million in fiscal 2006, and to RMB 555.2 million (US$ 72.9 million) in fiscal 2007. Our net income was RMB 38.9 million, RMB 26.6 million and RMB 66.4 million (US$ 8.7 million) in fiscal 2005, 2006 and 2007, respectively.

Market Opportunity

We believe the interactive education content market will continue to grow as more quality education content is created for interactive learning and more distribution platforms support interactive learning.

Our target consumers are school children between the ages of 5 and 19, who numbered approximately 291 million in China in 2005, according to the China Statistics Year book (2006). In 1986, the PRC government implemented a system of compulsory education that requires each child to have at least nine years of formal education. Chinese culture has historically placed a strong emphasis on education. As a result of the “one child” policy of the PRC government, Chinese families are generally willing to invest a substantial amount of their financial resources in their only child’s education. According to the Economist Intelligence Unit, the Chinese disposable income per capita increased at a compound annual growth rate, or CAGR, of 6.7% from 2002 to 2006 and is expected to increase at a CAGR of 8.3% from 2007 to 2011. With greater amounts of disposable income, Chinese families are spending an even higher percentage of their disposable income on their children’s education. Education expenditure as a percentage of GDP is expected to grow from 4.0% in 2005 to 4.5% in 2010, according to the China Education Human Resources Report of 2003.

In addition, demand for English language training is expected to grow rapidly in China. According to the China Education and Training Industry Research Report (2006–2007) from ResearchInChina, the English language training market in China was valued at approximately RMB 15.0 billion (US$ 1.9 billion) in 2005 and is expected to grow to approximately RMB 30.0 billion (US$ 3.8 billion) in 2010, a CAGR of 14.9%. Approximately half of our courseware titles are currently devoted to English language learning. English proficiency is tested for admission to colleges and graduate schools in China, and in many disciplines a certain level of English proficiency is a requirement for earning a bachelor’s or master’s degree. Demand for English

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learning materials is also fueled by Chinese students who pursue higher education overseas. In addition, as more foreign companies establish a presence in China and as cross-border trade and business transactions increase, there is a growing demand for native Chinese speakers who are able to communicate effectively in English.

With increases in Chinese household disposable income, consumer products such as DLDs have become more affordable. First introduced in 2003, DLDs have become the main platform for interactive learning in the Chinese market. DLD sales in China grew at a CAGR of 41.7% from 2004 to 2006, according to CCID Consulting, which projects DLD sales in China to grow at a CAGR of 20.8% from 2007 to 2009. We believe the fast adoption of, and growing demand for, DLDs are due to the manner in which DLDs present traditional content in an engaging multimedia format and at a pace and order selected by each individual student, thereby creating a more tailored and more enjoyable teaching and learning experience. The unique portability of DLDs also allows students the freedom to study at times and locations most convenient to them.

With the growth of Internet use and the improvement of online payment systems in China, we believe online education and training programs represent an attractive growth opportunity. According to the China Education and Training Industry Research Report (2005 – 2006), China’s online education market was valued at approximately RMB 14 billion (US$ 1.7 billion) in 2004 and is expected to grow to RMB 30 billion (US$ 3.7 billion) by 2007.

Our Strengths

We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:

• strong education content development capability;

• attractive and user-friendly content delivery platforms;

• our proprietary technology;

• extensive geographic coverage and sales network in China;

• strong brand name; and

• dedicated management with proven execution capability.

Our Strategies

We intend to leverage our competitive advantages to achieve our goal of becoming China’s leading brand in supplemental education content and services by pursuing the following strategies:

• increase our content and service offerings;

• diversify the delivery platforms for our content;

• expand our distribution network in China and enhance our brand recognition; and

• selectively pursue strategic acquisitions.

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Our Challenges

The primary challenges we face include:

• the development and enhancement of new and existing content and delivery platforms to meet the demands of consumers;

• the execution of our growth strategy;

• competition against existing competitors and new market entrants; and

• protection of our proprietary content, trade secrets and other valuable intellectual property.

In addition, we also face risks and uncertainties that may materially affect our business, financial condition, results of operations and prospects. You should also consider the risks discussed in “Risk Factors” and elsewhere in this prospectus before investing in the ADSs.

Our Corporate History and Structure

In February 1999, our founders, Dong Xu, Xiaotong Wang and Benguo Tang, formed Shenzhen Noah Industrial Co., Ltd., or Noah Industrial, which focused on the design, production and distribution of translation devices. In April 2004, our founders incorporated Noah Education Holdings Ltd., a company established in the Cayman Islands, to acquire the assets of Noah Industrial and to focus on the development, marketing and distribution of education content. At the same time, Baring Asia II Holdings (22) Limited and Alpha Century Assets Limited invested a total of US$ 16 million in our company.

We conduct our business operations in China through wholly owned subsidiaries, and with respect to the Internet-related aspects of our business, through an affiliated entity. PRC laws and regulations currently impose different levels of restrictions or prohibitions on investment of foreign and private capital in the Internet industry, including media content production and distribution. See “Regulation—Internet-Related Regulations.” Our subsidiaries in China, which are considered as foreign-invested entities, are limited in their abilities to engage in operations in the Internet industry. Accordingly, we conduct the Internet-related aspects of our business through the www.noahedu.com website through contractual arrangements with Shenzhen Zhi Yuan Noah Internet Co., Ltd., or Noah Zhi Yuan, which is the vehicle that holds or has applied for the requisite licenses and permits. We depend on Noah Zhi Yuan to operate our online business. We have also entered into contractual arrangements with Noah Zhi Yuan and its shareholders, all PRC citizens, that enable us to:

• exercise effective control over Noah Zhi Yuan;

• receive a substantial portion of the economic benefits from Noah Zhi Yuan in consideration for the services provided by our subsidiary, Noah Education Technology (Shenzhen) Co., Ltd.; and

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

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See “Corporate Structure—Our Corporate Structure and Contractual Arrangements” and “Related Party Transactions—Contractual Arrangements with Noah Zhi Yuan and Its Shareholders” for further information on our contractual arrangements with these parties.

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

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Corporate Information

Our principal executive offices are located at 10th Floor B Building, Futian Tian’an Hi-Tech Venture Park, Futian District, Shenzhen, Guangdong Province, People’s Republic of China. Our telephone number at this address is (86-755) 8343-2800. Our registered office in the Cayman Islands is located at the offices of M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. Our agent for service of process in the United States is CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011.

Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our websites are www.noahtech.com.cn and www.noahedu.com. The information contained on these websites is not a part of this prospectus.

Conventions Used in This Prospectus

In this prospectus, unless the context otherwise requires, “Noah,” “we,” “us,” “our company,” and “our,” refer to Noah Education Holdings Ltd., its predecessor and its subsidiaries and affiliated entities; “China” or “PRC” refers to the People’s Republic of China, excluding Taiwan, Hong Kong and Macau; “shares” or “ordinary shares” refers to our ordinary shares; “ADSs” refers to American depositary shares, each representing one ordinary share; “Renminbi” or “RMB “ refers to the legal currency of China; and “US$ “ or “U.S. dollars” refers to the legal currency of the United States.

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

This prospectus contains translations of certain Renminbi amounts into U.S. dollars at specified rates. Unless otherwise stated, all translations from Renminbi to U.S. dollars in this prospectus have been made at the rate of RMB 7.6120 to US$ 1.00, which was the noon buying rate as of June 29, 2007 in The City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York. We make no representation that the Renminbi or dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. See “Risk Factors—Risks Related to Doing Business in China—Fluctuation in the value of the RMB may have a material adverse effect on your investment.” On September 21, 2007, the noon buying rate was RMB7.5000 to US$ 1.00.

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The Offering

Offering price We currently estimate that the initial public offering price will be between US$              and US$              per ADS.

ADSs offered by us              ADSs

ADSs offered by the selling shareholders              ADSs

ADSs outstanding immediately after this offering              ADSs

Ordinary shares outstanding immediately after this offering              shares

ADSs to ordinary share ratio Each ADS represents one ordinary share.

Listing We have applied to list the ADSs on the New York Stock Exchange under the symbol “NED.”

The ADSs •      The depositary will hold the shares underlying your ADSs and you will have rights as provided in the deposit agreement.

• We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our ordinary shares, after deducting its fees and expenses.

• You may turn in your ADSs to the depositary in exchange for ordinary shares. The depositary will charge you fees for any exchange.

• We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs, you agree to be bound by the deposit agreement as amended.

To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.

Depositary The Bank of New York

Over-allotment option We and the selling shareholders have granted to the underwriters an option, which is exercisable within 30 days from the date of this prospectus, to purchase up to an additional              ADSs.

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Use of proceeds Our net proceeds from this offering are approximately US$             million (or US$             million if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of US$            , being the midpoint of the range listed on the cover page of this prospectus. We plan to use the net proceeds we receive from this offering to fund our expansion into complementary businesses, including possible acquisitions, our efforts to enhance our branding and sales channels, the development of educational content and diversification of delivery platforms, our research and development efforts, and our working capital requirements. We will not receive any of the proceeds from the sale of ADSs by the selling shareholders. See “Use of Proceeds” for additional information.

Lock-up We, our executive officers, directors and our existing shareholders have agreed with the underwriters to a lock-up of ADSs, ordinary shares and similar securities for a period of 180 days after the date of this prospectus. See “Shares Eligible For Future Sale” and “Underwriting.”

Risk factors See “Risk Factors” and other information included in this prospectus for a discussion of risks you should carefully consider before investing in our ADSs.

The number of ordinary shares that will be outstanding immediately after this offering:

• assumes the conversion of all outstanding preference shares into 3,260,981 ordinary shares immediately prior to the completion of this offering;

• excludes ordinary shares issuable upon the exercise of warrants outstanding as of the date of this prospectus, which are exercisable during a one-year period commencing six months after our initial public offering at the average market closing price of our shares for the 20 consecutive trading days immediately prior to the exercise date;

• excludes 736,721 ordinary shares issuable upon the exercise of options outstanding as of the date of this prospectus at a weighted average exercise price of US$3.23 per share;

• assumes the underwriters’ over-allotment option is not exercised; and

• excludes 336,951 ordinary shares reserved for future issuances under our 2007 share incentive plan.

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Summary Consolidated Financial Data

The summary consolidated statement of operations data presented below for the years ended June 30, 2005, 2006 and 2007 and the summary consolidated balance sheet data as of June 30, 2006 and 2007 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated balance sheet data presented below as of June 30, 2005 are derived from our audited consolidated financial statements not included in this prospectus. Our audited consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. You should read the summary consolidated financial data together with those consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our historical results for any prior period are not necessarily indicative of results to be expected for any future period.

Translations of Renminbi amounts into U.S. dollars are solely for the convenience of the reader and were calculated at the rate of US$ 1.00 = RMB 7.6120, representing the noon buying rate in The City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York, on June 29, 2007. This convenience translation is not intended to imply that the Renminbi amounts could have been, or could be, converted, realized or settled into U.S. dollars at the rate or at any other rate.

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	Year Ended June 30,
	2005		2006		2007		2007
	(RMB)		(RMB)		(RMB)		(US$)
	(in thousands, except share, amount per share and amount per ADS)
Consolidated Statement of Operations Data:
Net revenue	208,950		393,039		555,225		72,941
Cost of revenue (1)	(115,519	)	(174,584	)	(266,566	)	(35,019	)
Gross profit	93,431		218,455		288,659		37,922
Research and development expenses (1)	(8,646	)	(20,345	)	(43,487	)	(5,713	)
Sales and marketing expenses (1)	(37,375	)	(179,869	)	(172,540	)	(22,667	)
General and administrative expenses (1)	(14,684	)	(16,508	)	(24,676	)	(3,242	)
Other operating expenses	(13,793	)	(311	)	(20,910	)	(2,747	)
Total operating expenses	(74,498	)	(217,033	)	(261,613	)	(34,369	)
Other operating income	16,437		24,725		40,023		5,258
Operating income	35,370		26,147		67,069		8,811
Derivative gain (loss)	2,365		2,667		(55	)	(7	)
Interest income	1,168		952		2,306		303
Interest expense	—		(162	)	—		—
Income before income taxes	38,903		29,604		69,320		9,107
Provision for income taxes	—		(2,969	)	(2,892	)	(380	)
Net income	38,903		26,635		66,428		8,727
Preference share dividends	(3,728	)	—		(17,705	)	(2,326	)
Deemed dividend	(1,516	)	(1,516	)	(2,653	)	(349	)
Net income attributable to ordinary shareholders	33,659		25,119		46,070		6,052
Net income per ordinary share
Basic	2.67		1.79		4.64		0.61
Diluted	2.64		1.76		4.31		0.57
Net income per ADS (2)
Basic	2.67		1.79		4.64		0.61
Diluted	2.64		1.76		4.31		0.57
Weighted average number of ordinary shares used in per share calculations:
Basic	10,736,721		10,736,721		10,736,721		10,736,721
Diluted	10,736,721		10,736,721		11,453,342		11,453,342
Pro forma income per ordinary share on an as converted basis (3)
Basic	2.78		1.90		4.75		0.62
Diluted	2.78		1.90		4.51		0.59
Pro forma income per ADS (2) on an as converted basis
Basic	2.78		1.90		4.75		0.62
Diluted	2.78		1.90		4.51		0.59
Weighted average ordinary shares outstanding in calculating pro forma per share amount on an as converted basis
Basic	13,997,702		13,997,702		13,997,702		13,997,702
Diluted	13,997,702		13,997,702		14,714,323		14,714,323
Cash dividends per ordinary share	1.143		—		5.429		0.713
Cash dividends per preference share	1.143		—		5.429		0.713

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	As of June 30,			As of June 30, 2007
	2005	2006		Actual				As adjusted(4)
	(RMB)	(RMB)		(RMB)		(US$)		(RMB)	(US$)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	105,972	59,958		77,367		10,164
Total assets	284,142	313,090		329,710		43,314
Total current liabilities	70,200	77,736		90,723		11,918
Warrants	2,735	—		4,934		648
Convertible preference shares	126,343	127,859		129,375		16,996
Ordinary shares	9	9		9		1
Additional paid-in capital	32,572	32,572		48,738		6,403
Accumulated other comprehensive income (loss)	6	(2,482	)	(5,498	)	(722	)
Retained earnings	52,277	77,396		61,429		8,070
Total shareholders’ equity	84,864	107,495		104,678		13,752

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

	Year Ended June 30,
	2005	2006	2007	2007
	(RMB)	(RMB)	(RMB)	(US$)
	(in thousands)
Share-based compensation included in:
Cost of revenue	—	—	376	49
Research and development expenses	—	—	9,444	1,241
Sales and marketing expenses	—	—	4,386	576
General and administrative expenses	—	—	624	82

(2) Each ADS represents one ordinary share.

(3) Pro forma basic and diluted net income per share, which is unaudited, is computed by dividing net income attributable to holders of ordinary shares by the weighted average number of common shares outstanding for the period plus the weighted average number of ordinary shares outstanding resulting from the assumed conversion of the outstanding convertible preference shares upon the closing of this offering.

(4) Our consolidated balance sheet data as of June 30, 2007, as adjusted, gives effect to (i) the automatic conversion of all of our outstanding preference shares into 3,260,981 ordinary shares immediately prior to the closing of this offering and (ii) the issuance and sale of              ordinary shares in the form of ADSs by us in this offering, assuming an initial public offering price of US$              per ADS, the midpoint of the estimated range of the initial public offering price, after deducting estimated underwriting discounts, commissions and estimated offering expenses payable by us and assuming no exercise of the underwriters’ over-allotment option. A US$ 1.00 increase (decrease) in the assumed initial public offering price of US$              per ADS would increase (decrease) the amounts representing cash and cash equivalents, total assets and total shareholders’ equity by US$             .

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RISK FACTORS

An investment in our ADSs involves significant risks. You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below and our consolidated financial statements and related notes, before making an investment in our ADSs. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. In any such case, the market price of our ADSs could decline, and you may lose all or part of your investment.

Risks Related to Our Business

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

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

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

As of June 30, 2007, we had developed a collection of approximately 28,000 courseware titles, which we deliver primarily through our DLD platform. The continued acceptance by users of our education content and our DLD platform is key to our future revenue growth. To remain competitive, we must continually develop and enhance new and existing content and update and diversify our delivery platforms to adapt to the changing needs and preferences of students and educators, changes in educational curricula and technological advances. We may not be able to predict these changes in needs and preferences or technological advances. As the development of new interactive multimedia content, delivery platforms and underlying technology requires extensive investment of time, effort and resources, we may not be able to successfully adapt to these changes. Our failure to predict or adapt to changes may have a material adverse effect on our business and our results of operation.

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

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

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decrease in price in response to intensified competition or a decline in demand for our content or DLDs, our revenues may decline and we may not be able to maintain our profitability.

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

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

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

We develop courseware titles based on standardized textbooks and other print-based content that we license from domestic and international education content publishers, including Oxford University Press, People’s Education Press, Foreign Language Teaching & Research Press and Riverdeep Interactive Learning Limited. If one or more existing licenses covering any of our courseware titles were to be terminated or if we were unable to renew such licenses, we would have to cancel the courseware titles based on the textbooks covered by the licenses, which could have a negative impact on our results of operations.

If we are not able to continue to renew our contracts with teachers in our Teachers’ Alliance, our content development ability may diminish and our content sales may suffer.

We depend on our teachers and education experts from our Teachers’ Alliance to assist us in planning the courseware curricula and preparing lesson plans for our courseware titles. They enhance the quality of our courseware titles and are essential to the marketing of our brand. We must continue to attract qualified teachers and seek to hire new teachers. We currently have short-term contractual arrangements with these teachers that are renewed on a yearly basis. If we fail to renew our contracts with a significant number of these teachers, our courseware development capability will be negatively affected and our business and brand may suffer as a result.

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

We have been subject to intellectual property infringement claims in the past. There are two pending, and one recently settled, legal proceedings against Innovative Noah, our wholly owned subsidiary, for alleged trademark, patent and copyright infringements. See “Business — Legal Proceedings” for more details concerning these proceedings. In addition, in the past three years, one other party had brought intellectual property claims against our subsidiaries. The plaintiff withdrew its claim and settled with us after we agreed to license certain intellectual property from it.

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

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

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

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

Our success depends in large part on the protection of our interactive educational content and related platforms and technology. We rely, and plan to continue to rely, on a combination of patents, copyrights, trademarks, trade secrets, confidentiality provisions and licensing arrangements to establish and protect our proprietary rights. The contractual arrangements and other steps we have taken to protect our intellectual property, however, may not prevent misappropriation of our intellectual property or deter independent third-party development of similar technologies. Some of our products and product features have limited intellectual property protection and, as a consequence, we may not have the legal right to prevent others from reverse engineering or otherwise copying and using these products and features in

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competitive products. In addition, monitoring the unauthorized use of our intellectual property is costly, and any dispute or other litigation, regardless of outcome, may be costly and time-consuming and may divert our management and key personnel from our business operations. However, if we fail to protect or to enforce our intellectual property rights successfully, our rights could be diminished and our competitive position could suffer, which could harm our business and results of operations.

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

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

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

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

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

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Failure to execute our growth strategies of online content distribution and private tutoring services may have a material adverse affect on our business and prospects.

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

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

We have experienced substantial growth since we commenced our operation in educational content development. This growth has placed, and will continue to place, substantial demands on our managerial, operational, technological and other resources. Our future planned expansion will also place significant demands on us to maintain the quality of our services in order to ensure that our brand does not suffer as a result of any decline, whether actual or perceived, in the quality of our products and services. In order to manage and support our growth, we must continue to improve our existing operational, administrative and technological systems and our financial and management controls, and recruit, train and retain additional qualified service professionals as well as other administrative and sales and marketing personnel, particularly as we expand into new markets. We cannot assure you that we will be able to effectively and efficiently manage the growth of our operations, continue to recruit and retain sufficient qualified personnel and integrate new expansion into our operations. Any failure to effectively and efficiently manage our expansion may materially and adversely affect our ability to capitalize on new business opportunities, which in turn may have a material adverse effect on our business and results of operations.

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

Our future success depends heavily upon the continuing services of the members of our senior management team, in particular our Chairman and Chief Executive Officer, Dong Xu, our Chief Operating Officer, Benguo Tang, and our Chief Technology Officer, Xiaotong Wang. Although we have entered into three-year employment agreements with our executive officers, these agreements are not guarantees that we can retain the services of these executives during the contracted term. If one or more of our senior executives or other key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for experienced management personnel in the private education sector is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or key personnel, or attract and retain high-quality senior executives or key personnel in the future. In addition, if any member

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of our senior management team or any of our other key personnel joins a competitor or forms a competing company, we may lose key professionals and staff members. Each of our executive officers and key employees has entered into a confidentiality and non-competition agreement with us. If any disputes arise between any of our senior executives or key personnel and us, it may be difficult to enforce these agreements against these individuals.

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

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

We have no control over our third-party distributors or contracted spokespersons.

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

We have appointed a TV celebrity as our spokeswoman. We have also featured extensively in our advertisements several college students who have used our products and finished at the top of China’s competitive college entrance exams. If any of these spokespersons denigrates our business, our reputation could suffer. If any of them receives negative press due to behavior unrelated to us, their association with our brand and our content could also adversely affect our business.

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

We outsource substantially all of our finished goods manufacturing to four manufacturers, all of whom manufacture our products at facilities in the Guangdong province in the southeastern region of China. We depend on these manufacturers to produce sufficient volumes

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

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

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

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

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

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

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

We have experienced, and in the future may experience, delays in releasing some models and versions of our products due to defects or errors in our products. Our products may contain defects after commercial shipments have begun, which could result in the rejection of our products by retailers, lost sales, diverted development resources and increased customer service and support costs and warranty claims, any of which could harm our business or damage our reputation. Insurance companies in China offer limited business insurance

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products, and we currently do not have any business disruption insurance. Our products could be subject to involuntary recalls and other actions by governmental authorities. In addition, concerns about potential liability may lead us to recall voluntarily selected products. Any recalls or post-manufacture repairs of our products could harm our reputation, increase our costs or reduce our net sales.

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

We have not made adequate social welfare payments required under applicable PRC labor laws for the period prior to July 2007. We have made a provision in our financial statements in the amount of RMB 1.3 million, RMB 2.9 million and RMB 5.7 million (US$0.7 million) as of June 30, 2005, 2006 and 2007, respectively, to cover this potential liability. We cannot assure you that such provisions will be sufficient to discharge all potential claims for unpaid past due social welfare payments. This is particularly so if the PRC government were to impose penalties, potentially as high as 0.2% per day on the amount due. If we are liable for a substantial amount of past due social welfare payments that we have not made a provision for, our financial condition may be materially and adversely affected.

There are deficiencies in our internal control over financial reporting that require remediation. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control and procedures. In their audits of our financial statements as of and for the years ended June 30, 2005, 2006 and 2007, our auditors considered internal control over financial reporting as a basis for designing the audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of our internal control over financial reporting. Our auditors identified several significant deficiencies and deficiencies in our internal control over financial reporting, as such terms are defined in Audit Standard No. 5 of the Public Company Accounting Oversight Board. These significant deficiencies related to our (1) insufficient accounting resources to properly identify adjustments, analyze transactions and prepare financial statements in accordance with U.S. GAAP, (2) a lack of formal accounting policies and procedures to ensure that U.S. GAAP is appropriately or consistently applied, (3) a failure to prepare consolidated U.S. GAAP financial statements on a regular basis, (4) a failure to document certain business decisions or corporate approvals of significant corporate actions on a timely basis, and (5) a lack of formal procedures to document, assess, control and monitor risks. The deficiencies include those related to our computer control system and our preparedness to become a public company in the U.S., among others.

We have begun the process to remediate these significant deficiencies by, among others, hiring management personnel with experience in implementing internal control processes and procedures. We plan to engage external consultants to assist in implementing our accounting policies and procedures and undertake other remedial measures to address the deficiencies in time to meet the deadline for compliance with Section 404 of the Sarbanes-Oxley Act, which requires every public company to include in its annual report a management assessment of the effectiveness of the company’s internal control over financial reporting. In addition, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. These requirements will first apply to our annual report on Form 20-F for the fiscal year ending on June 30, 2009.

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An effective internal control over financial reporting is necessary for us to produce accurate and reliable financial reports and is important to help prevent fraud. If our management or our independent registered public accounting firm determines, as required by Section 404 of the Sarbanes-Oxley Act, that we do not have an effective internal control over financial reporting, investors could lose confidence in the reliability of our financial statements, regardless whether or not such a determination results in a restatement of our financial statements. A loss of investor confidence in turn could harm our business and negatively impact the trading price of our ADSs.

We will incur increased costs as a result of being a public company.

As a public company, we will incur significant accounting, legal and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as new rules subsequently implemented by the SEC and the New York Stock Exchange, have detailed requirements concerning corporate governance practices of public companies, including Section 404, relating to internal control. We expect these new rules and regulations to increase our accounting, legal and financial compliance costs and to make certain corporate activities more time-consuming and costly. In addition, we will incur additional costs associated with our public company reporting requirements. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Risks Related to Our Corporate Structure

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

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

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

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

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

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

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

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

• restricting or prohibiting our use of the proceeds of this offering to finance our business and operations in China.

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

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

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

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

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

The beneficial owners of Noah Zhi Yuan are also the founders and beneficial owners of our company. Conflicts of interests between their dual roles as beneficial owners of both Noah Zhi Yuan and our company may arise. We cannot assure you that when conflicts of interest arise, any

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

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

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

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

The interpretation and application of existing Chinese laws and regulations, the stated positions of the main governing authority, the Ministry of Information Industry, and the possibility of adopting new laws or regulations have created significant uncertainties regarding the legality of the businesses and activities of Chinese companies with Internet operations. In particular, according to the Internet Information Services Administrative Measures promulgated by the State Council on September 25, 2000, the activities of Internet content providers are regulated by various Chinese government authorities including, the Ministry of Education, the General Administration of Press and Publication and the Ministry of Culture, depending on the specific activities conducted by the Internet content provider. Noah Zhi Yuan holds an Internet content provider license with limited business scope issued by the Guangdong branch of the Ministry of Information Industry and has received approval from the Department of Education of Guangdong Province to operate its educational website. Noah Zhi Yuan has applied for an expansion of the business scope of the Internet content provider license and an Internet culture license from the Ministry of Culture, and an Internet publishing license from the General Administration of Press and Publication. However, due to the uncertainties of interpretation and implementation of relevant regulations by different authorities, we cannot assure you that the licenses held and being applied for by Noah Zhi Yuan will be deemed to be adequate for all its

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online services. Failure to comply with applicable Chinese Internet regulations, including engaging in business activities prior to obtaining the requisite licenses, could subject us to severe penalties, including fines and/or other restrictions imposed upon us, or even orders of cessation of Noah Zhi Yuan’s operations.

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

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

Risks Related to Doing Business in China

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

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

The PRC economy has been transitioning from a planned economy to a more market-oriented economy. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the PRC government. In addition, the PRC government continues to play a significant role in

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regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Since late 2003, the PRC government implemented a number of measures, such as raising bank reserves against deposit rates to place additional limitations on the ability of commercial banks to make loans and raise interest rates, in order to slow down specific segments of China’s economy that it believed to be overheating. These actions, as well as future actions and policies of the PRC government, could materially affect our liquidity and access to capital and our ability to operate our business.

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

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

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

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

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

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

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

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

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

Recent PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders to personal liability and limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute profits to us, or otherwise adversely affect us.

SAFE issued a public notice in October 2005 requiring PRC residents to register with the local SAFE branch before establishing or controlling any company outside of China for the purpose of capital financing with assets or equities of PRC companies, referred to in the notice as an “offshore special purpose company.” PRC residents that are shareholders and/or beneficial owners of offshore special purpose companies established before November 1, 2005 are required to register with the local SAFE branch before March 31, 2006. We have requested our current shareholders and/or beneficial owners who are PRC residents to register with the local SAFE branch as required under the SAFE notice. The failure of these shareholders and/or beneficial owners to timely amend their SAFE registrations pursuant to the SAFE notice or the failure of future shareholders and/or beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in the SAFE notice may subject such

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shareholders and/or beneficial owners to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute dividends to our company or otherwise adversely affect our business.

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

We are a holding company, and we rely principally on dividends from our wholly owned subsidiaries in China and on service, license and other fees paid to our wholly owned subsidiaries by Noah Zhi Yuan for our cash requirements, including any debt we may incur. Current PRC regulations permit our subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries and affiliated entities in China are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital, and to further set aside a portion of its after-tax profits to fund the employee welfare fund at the discretion of the board. These reserves are not distributable as cash dividends. Furthermore, if our subsidiaries and affiliated entities in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements we currently have in place in a manner that would materially and adversely affect our subsidiaries’ ability to pay dividends and other distributions to us. Furthermore, the new PRC enterprise income tax law scheduled to take effect on January 1, 2008 may eliminate the current exemption of enterprise income tax on dividends derived by foreign investors from foreign invested enterprises and may impose on our subsidiaries in China an obligation to withhold tax on dividend distributions to us. Any limitation on the ability of our subsidiaries and affiliated entities to distribute dividends or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends, or otherwise fund and conduct our business.

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

In using the proceeds of this offering in the manner described in “Use of Proceeds,” as an offshore holding company of our PRC operating subsidiaries and affiliated entities, we may make loans to our PRC subsidiaries and consolidated affiliated entities, or we may make additional capital contributions to our PRC subsidiaries. Any loans to our PRC subsidiaries or consolidated PRC affiliated entities are subject to PRC regulations and approvals. For example:

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

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

We may also decide to finance our wholly owned subsidiaries by means of capital contributions. These capital contributions must be approved by the PRC Ministry of Commerce or its local counterpart. Because Noah Zhi Yuan is a domestic PRC entity, we are not likely to

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finance its activities by means of capital contributions due to regulatory issues relating to foreign investment in domestic PRC entities, as well as the licensing and other regulatory issues discussed in the “Regulation” section of this prospectus. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to future loans or capital contributions by us to our subsidiaries or Noah Zhi Yuan. If we fail to receive such registrations or approvals, our ability to use the proceeds of this offering and to capitalize our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.

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

Our subsidiaries and affiliated entity in China currently enjoy tax exemptions, tax concessions and reduced income tax rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Results of Operations—Other Income Statement Items and Net Income—Provision for Income Taxes” for a description of the tax benefits that apply to us. On March 16, 2007, the National People’s Congress, the Chinese legislature, passed a new enterprise income tax law that is scheduled to take effect on January 1, 2008. The new tax law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises. Existing companies are required to transition to the new enterprise income tax rate during a five-year transition period, but detailed rules and regulations for the implementation of the new tax law have not been promulgated. Furthermore, the new tax law may eliminate the current exemption of enterprise income tax on dividends received by foreign investors from foreign invested enterprises and may impose on our subsidiaries in China an obligation to withhold tax on dividend distributions to us. In addition, under the new tax law, a “resident enterprise,” which includes an enterprise established outside of China with “de facto management bodies” located in China, will be subject to PRC income tax. However, the new tax law does not define the term “de facto management bodies.” Substantially all of our management are currently located in China, and if they remain located in China after January 1, 2008, the effective date of the new tax law, we and our offshore subsidiaries may be considered PRC resident enterprises and therefore be subject to the PRC enterprise income tax at the rate of 25% on our worldwide income. This may increase our tax expenses and adversely affect our results of operations. Our Chinese subsidiaries currently also enjoy government subsidies in the form of value added tax refunds for the promotion of development in the software industry. Any expiration or changes in PRC tax benefits or incentives would reduce our after-tax profitability and materially and adversely affect our operating results.

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

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximately 8.0% appreciation of the RMB against the U.S. dollar between July 21, 2005 and June 30, 2007. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar. Our revenues and costs are mostly denominated in the RMB and a significant portion of our financial assets are also denominated in RMB. We rely entirely on dividends and other fees paid to us by our subsidiaries and affiliated entities in China, which are

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denominated in RMB. Any significant revaluation of the RMB may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. For example, an appreciation of the RMB against the U.S. dollar would make any new RMB-denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into the RMB for such purposes. An appreciation of the RMB against the U.S. dollar would also result in foreign currency translation losses for financial reporting purposes when we translate our U.S. dollar denominated financial assets into the RMB as the RMB is our reporting currency.

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

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

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

The new regulations also established additional procedures and requirements that are expected to make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes

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control of a PRC domestic enterprise, or that the approval from the Ministry of Commerce be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. We may grow our business in part by acquiring other companies offering complementary services as tutoring and test preparation. Complying with the requirements of the new regulations to complete such transactions could be time-consuming, and any required approval processes, including Ministry of Commerce approval, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

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

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

We face risks related to health epidemics and other outbreaks.

Our business could be materially and adversely affected by the outbreak of avian influenza, severe acute respiratory syndrome, or SARS, or other epidemics. In 2005 and 2006, there have been reports on the occurrences of avian influenza in various parts of China, including a few confirmed human cases and deaths. Any prolonged recurrence of avian influenza, SARS or other adverse public health developments in China may have a material and adverse effect on our business operations. We have not adopted any written preventive measures to combat any future outbreak of avian influenza, SARS or any other epidemic.

Risks Related to Our ADSs and This Offering

There has been no public market for our ordinary shares or ADSs prior to this offering, and you may not be able to resell our ADSs at or above the price you paid, or at all.

Prior to this initial public offering, there has been no public market for our ordinary shares or ADSs. Our ADSs have been approved for listing on the New York Stock Exchange. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. If an active trading market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs will be materially and adversely affected.

The initial public offering price for our ADSs will be determined by negotiations between us and the underwriters and may bear no relationship to the market price for our ADSs after the initial public offering. An active trading market for our ADSs may not develop and the market price of our ADSs may decline below the initial public offering price.

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The market price for our ADSs may be volatile.

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

You will experience immediate and substantial dilution in the net tangible book value of ADSs purchased.

The initial public offering price per ADS will be substantially higher than the net tangible book value per ADS prior to the offering. Consequently, when you purchase ADSs in the offering at the assumed initial public offering price, you will incur immediate dilution of US$              per ADS. See “Dilution.”

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

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

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

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

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

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

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

• economic, political and other conditions in China; and

• PRC governmental policies relating to foreign currency borrowings.

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

• further develop or enhance our services and products;

• acquire necessary technologies, products or businesses;

• expand operations in China;

• hire, train and retain employees;

• market our programs, services and products; or

• respond to competitive pressures or unanticipated capital requirements.

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

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

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

Sales of our ADSs or ordinary shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline. Upon completion of this offering, we will have              ordinary shares outstanding represented by              ADSs, assuming the underwriters do not exercise the over-allotment option. All ADSs sold in this offering, will be freely transferable without restriction or additional registration under the Securities Act of 1933. The remaining ordinary shares outstanding after this offering will be available for sale, upon the expiration of the applicable lock-up period beginning from the date of this prospectus, subject to volume and other restrictions as applicable under Rule 144 and Rule 701 under the Securities Act. See “Shares Eligible for Future Sale” and “Underwriting” for a detailed description of the lock-up restrictions. Any or all of these shares may be released prior to expiration of the lock-up period at the discretion of the lead underwriters for this offering. To the extent shares are released before the expiration of the lock-up period and these shares are sold into the market, the market price of our ADSs could decline.

In addition, certain holders of our ordinary shares and warrants will have the right to cause us to register the sale of our ordinary shares under the Securities Act, subject to a 180-day lock-up period in connection with this offering. See “Description of Share Capital—Registration Rights Agreement” for a description of these registration rights. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the public market could cause the price of our ADSs to decline.

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

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

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

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

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

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

• changes in consumers’ spending patterns;

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

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

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

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

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

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

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

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

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

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

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

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

Our corporate affairs are governed by our memorandum and articles of association and by the Companies Law (2007 Revision) and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our

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directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States.

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

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

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

We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our ADSs or ordinary shares.

We do not expect to be considered a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes for our current taxable year ending June 30, 2008. However, the application of the PFIC rules is subject to ambiguity in several respects, and, in addition, we must make a separate determination each taxable year as to whether we are a PFIC (after the close of each taxable year). Accordingly, we cannot assure you that we will not be a PFIC for our current taxable year or any future taxable year. A non-U.S. corporation will be considered a PFIC for any taxable year if either (1) at least 75% of its gross income is passive income or (2) at least 50% of the value of its assets is attributable to assets that produce or are held for the production of passive income. The market value of our assets will be determined based on the market price of our ADSs and ordinary shares, which is likely to fluctuate after this offering. In addition, the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering. If we were treated as a PFIC for any taxable year during which a U.S. person held an ADS or a ordinary share, certain adverse U.S. federal income tax consequences could apply to such U.S. person. See “Taxation—United States Federal Income Taxation—Passive Foreign Investment Company.”

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to events involving known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results performance or achievements expressed or implied by the forward-looking statements.

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

• our anticipated growth strategies;

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

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

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

• our ability to manage growth;

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

• fluctuations in general economic and business conditions in China.

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

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

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$              million, or approximately US$              million if the underwriters exercise their option to purchase additional ADSs in full, after deducting underwriting discounts and the estimated offering expenses payable by us. These estimates are based upon an assumed initial offering price of US$              per ADS, the mid-point of the range shown on the front cover page of this prospectus. We will not receive any of the proceeds from the sale of ADSs by the selling shareholders. Assuming the sale of              ADSs at US$              per ADS, the mid-point of the range shown on the front cover page of this prospectus, a US$ 1.00 increase (decrease) in the assumed initial public offering price of US$              per ADS would increase (decrease) the net proceeds of this offering by US$              million.

We intend to use the net proceeds from this offering as follows:

• approximately US$40 million to fund our expansion into complementary businesses such as tutoring and test preparation services, including possible acquisitions;

• approximately US$20 million to fund efforts to enhance our branding and sales channels;

• approximately US$10 million to fund the development of educational content and diversification of delivery platforms;

• approximately US$10 million to fund research and development efforts; and

• the balance to fund our working capital requirements.

The foregoing represents our current intentions to use and allocate the net proceeds of this offering based upon our present plans and business conditions. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

Pending any use, as described above, we plan to invest the net proceeds in short-term, interest-bearing, debt instruments or bank deposits. These investments may have a material adverse effect on the U.S. federal income tax consequences of your investment in our ADSs. These consequences are described in more detail in “Taxation—United States Federal Income Taxation—Passive Foreign Investment Company.”

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DIVIDEND POLICY

On May 9, 2005, we declared a cash dividend of RMB 16 million to holders of our ordinary shares and preference shares in proportion to their respective share ownership, on an as converted basis, of RMB 12.3 million and RMB 3.7 million, respectively. On December 22, 2006, we declared a cash dividend of RMB 76 million to holders of our ordinary shares and preference shares in proportion to their respective share ownership, on an as converted basis, of RMB 58.3 million and RMB 17.7 million, respectively.

We have no present plan to declare and pay any dividends on our shares or ADSs in the near future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

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

Our board of directors has complete discretion as to whether to distribute dividends, subject to the approval of our shareholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

If we pay any dividends, the depositary will pay you the dividends it receives on our ordinary shares, after deducting its fees and expenses. See “Description of American Depositary Shares.” Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2007:

• on an actual basis;

• on a pro forma basis to give effect to the automatic conversion of all of our outstanding Series A preference shares into 3,260,981 ordinary shares immediately prior to the closing of this offering; and

• on a pro forma as adjusted basis to reflect the automatic conversion of all of our outstanding Series A preference shares into 3,260,981 ordinary shares immediately prior to the closing of this offering, and the sale of              ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of              per ADS, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	As of June 30, 2007
	Actual		Pro Forma		Pro Forma As Adjusted
	(RMB)	(US$)	(RMB)	(US$)	(RMB)	(US$)
	(in thousands)
Series A preference shares, US$ 0.0001 par value, 200,000,000 shares authorized, 3,260,981 shares issued and outstanding on an actual basis	129,375	16,996	—	—	—	—
Shareholders’ equity:
Ordinary shares, US$ 0.0001 par value, 300,000,000 shares authorized, 10,736,721 shares issued and outstanding	9	1	11	1
Additional paid-in capital	48,738	6,403	178,111	23,399
Accumulated other comprehensive loss	(5,498)	(722)	(5,498)	(722)
Retained earnings
Total shareholders’ equity	61,429	8,070	61,429	8,070
Total capitalization	104,678	13,752	234,053	30,748

The pro forma as adjusted information discussed above is illustrative only. Our additional paid-in capital, total shareholders’ equity (deficit) and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing.

Assuming the number of ADSs offered by us as set forth on the cover page of this prospectus remains the same, and after deduction of underwriting discounts and commissions and the estimated offering expenses payable by us, a US$ 1.00 increase (decrease) in the assumed initial public offering price of US$              per ADS would increase (decrease) each of pro forma as adjusted additional paid-in capital, total shareholders’ equity and total capitalization by US$              million.

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DILUTION

If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the conversion of our Series A convertible preference shares and the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of June 30, 2007 was approximately RMB 227.4 million (US$ 29.9 million), or RMB 21.18 (US$ 2.78) per ordinary share as of that date, and US$ 2.78 per ADS. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the conversion of all outstanding Series A convertible preference shares into ordinary shares upon the completion of this offering and the additional proceeds we will receive from this offering, from the assumed initial public offering price per ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after June 30, 2007, other than to give effect to the conversion of all outstanding Series A convertible preference shares into ordinary shares upon the completion of this offering and our sale of the ADSs offered in this offering at the initial public offering price of US$             per ADS after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of June 30, 2007 would have been RMB              million (US$              million), or RMB              (US$             ) per outstanding ordinary share, and RMB              (US$             ) per ADS. This represents an immediate increase in net tangible book value of US$              per ordinary share and US$              per ADS, to the existing shareholders and an immediate dilution in net tangible book value of US$              per ordinary share and US$             per ADS, to investors purchasing ADSs in this offering. The following table illustrates such dilution:

Assumed initial public offering price per ordinary share	US$
Net tangible book value per ordinary share as of June 30, 2007	US$	2.78
Pro forma net tangible book value per ordinary share after giving effect to the conversion of our Series A preference shares	US$	2.13
Pro forma net tangible book value per ADS after giving effect to the conversion of our Series A preference shares	US$	2.13
Pro forma net tangible book value per ordinary share after giving effect to the conversion of our Series A preference shares and this offering	US$
Pro forma net tangible book value per ADS after giving effect to the conversion of our Series A preference shares and this offering	US$
Amount of dilution in net tangible book value per ordinary share to new investors in the offering	US$
Amount of dilution in net tangible book value per ADS to new investors in the offering	US$

The amount of dilution in net tangible book value to new investors in this offering set forth above is calculated by deducting (i) the pro forma net tangible book value after giving effect to the automatic conversion of our Series A preference shares from (ii) the pro forma net tangible book value after giving effect to the automatic conversion of our Series A preference shares and this offering.

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The following table summarizes, on a pro forma basis as of June 30, 2007, the differences between existing shareholders, including holders of our Series A preference shares that will be automatically converted into ordinary shares immediately upon the completion of this offering, and the new investors with respect to the number of ordinary shares (in the form of ADSs or shares) purchased from us, the total consideration paid and the average price per ordinary share/ADS paid before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include ordinary shares underlying the ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.

	Ordinary Shares Purchased			Total Consideration				Average Price Per Ordinary Share		Average Price Per ADS
	Number	Percent		Amount		Percent
Existing shareholders	13,997,702		%	US$	3,074,116		%	US$	0.22	US$	0.22
New investors
Total			%	US$			%

A US$ 1.00 increase (decrease) in the assumed public offering price of US$              per ADS would increase (decrease) our pro forma net tangible book value after giving effect to the offering by US$              million, the pro forma net tangible book value per ordinary share and per ADS after giving effect to the automatic conversion of our Series A preference shares and this offering by US$              per ordinary share and US$              per ADS and the dilution in pro forma net tangible book value per ordinary share and per ADS to new investors in this offering by US$              per ordinary share and US$              per ADS, assuming no charge to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses.

The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

The tables and calculation above are based on 13,997,702 ordinary shares outstanding as of the date of this prospectus and:

• assumes the conversion of all outstanding preference shares into 3,260,981 ordinary shares immediately prior to the completion of this offering;

• excludes ordinary shares issuable upon the exercise of warrants outstanding as of the date of this prospectus, which are exercisable during a one-year period commencing six months after our initial public offering at the average market closing price of our shares for the 20 consecutive trading days immediately prior to the exercise date;

• excludes 736,721 ordinary shares issuable upon the exercise of options outstanding as of the date of this prospectus at a weighted average exercise price of US$3.23 per share; and

• excludes 336,951 ordinary shares reserved for future issuances under our 2007 share incentive plan.

To the extent that any of the options or warrants is exercised, there will be further dilution to new investors.

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EXCHANGE RATE INFORMATION

Our business is conducted in China and substantially all of our revenues are denominated in RMB. This prospectus contains translations of RMB amounts into U.S. dollars at specific rates solely for the convenience of the reader. The conversion of RMB into U.S. dollars in this prospectus is based on the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise noted, all translations from RMB to U.S. dollars and from U.S. dollars to RMB in this prospectus were made at a rate of RMB 7.6120 to US$ 1.00, the noon buying rate in effect as of June 29, 2007. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. On September 21, 2007, the noon buying rate was RMB 7.5000 to US$ 1.00.

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

Period	Noon Buying Rate
	Period End	Average(1)	Low	High
	(RMB Per US$ 1.00)
2002	8.2800	8.2772	8.2800	8.2700
2003	8.2767	8.2771	8.2800	8.2765
2004	8.2765	8.2768	8.2774	8.2764
2005	8.0702	8.1826	8.2765	8.0702
2006	7.8041	7.9579	8.0702	7.8041
2007
Six months ended June 30	7.6120	7.7014	7.8127	7.6120
March	7.7232	7.7369	7.7454	7.7232
April	7.7090	7.7247	7.7345	7.7090
May	7.6516	7.6773	7.7065	7.6463
June	7.6120	7.6333	7.6680	7.6120
July	7.5720	7.5757	7.6055	7.5580
August	7.5462	7.5734	7.6181	7.5420
September (through September 21)	7.5000	7.5235	7.5540	7.5000

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

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ENFORCEABILITY OF CIVIL LIABILITIES

We were incorporated in the Cayman Islands in order to enjoy certain benefits, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions, and the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include a less developed body of Cayman Islands securities laws that provide significantly less protection to investors as compared to the laws of the United States, and the potential lack of standing by Cayman Islands companies to sue before the federal courts of the United States.

Our organizational documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

Substantially all of our operations are conducted in China, and substantially all of our assets are located in China. A majority of our officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce within the United States judgments obtained against us or them in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed CT Corporation System, 111 Eighth Avenue, New York, NY 10011, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Maples and Calder, our counsel as to Cayman Islands law, and Zhong Lun Law Firm, our counsel as to PRC law, have advised us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and China, respectively, would:

• recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

• entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Maples and Calder has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation.

Zhong Lun Law Firm has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other agreements that provide for the reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. So, it is uncertain whether a PRC court would enforce a judgment rendered by a court in the United States.

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CORPORATE STRUCTURE

Our History

In 1999, our founders, Dong Xu, Xiaotong Wang and Benguo Tang, formed Shenzhen Noah Industrial Co., Ltd., or Noah Industrial, which focused on the design, production and distribution of translation devices. In April 2004, our founders formed our company to acquire the assets of Noah Industrial and to focus on the development, marketing and distribution of education content. At the same time, Baring Asia II Holdings (22) Limited and Alpha Century Assets Limited invested a total of US$ 16 million in our company. In March 2007, Lehman Brothers Commercial Corporation Asia Limited became one of our substantial shareholders through the purchase from certain of our existing shareholders of ordinary and preference shares. We also issued warrants for our ordinary shares to Lehman Brothers in connection with the transaction.

Our Corporate Structure and Contractual Arrangements

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

Our subsidiaries in China are:

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

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

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

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

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

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

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

• exercise effective control over Noah Zhi Yuan;

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

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

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

In the opinion of Zhong Lun Law Firm, our PRC legal counsel:

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

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

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

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

We currently operate tutoring centers through Shenzhen New Noah Education Investment Development Co., Ltd., a PRC domestic subsidiary that we wholly own through Noah Education. Based on the results of oral inquiries with the relevant education authorities and advice from our PRC legal counsel, Zhong Lun Law Firm, we believe that our tutoring centers do not fall within the scope of PRC regulations governing Chinese-foreign cooperative schools because they are operated by a PRC-registered domestic entity. See “Regulation—Regulations on Private Schools” for a brief description of these regulations. However, we cannot assure you that other PRC education authorities may interpret the regulations otherwise, in which event, we may have to cease the operations of our tutoring centers until we obtain the necessary permits. See “Risk Factors—Risks Related to Our Corporate Structure—If the PRC authorities determine that we do not have the requisite licenses or permits to operate tutoring centers, we may have to cease the operations of tutoring centers and suffer a setback to our growth strategy.”

Contractual Arrangements with Noah Zhi Yuan and its Shareholders

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

Agreements that Provide Effective Control over Our Affiliated Entity

Equity Pledge Agreement.    Pursuant to the equity pledge agreement between Noah Education and the shareholders of Noah Zhi Yuan, namely Mr. Dong Xu and Mr. Benguo Tang, each shareholder pledged all of his equity interest in Noah Zhi Yuan to Noah Education to guarantee the performance of Noah Zhi Yuan’s obligations under the software development and

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maintenance agreement, the exclusive technology supporting and consulting service agreement and the content providing agreement. If Noah Zhi Yuan or either of its shareholders breaches its respective contractual obligations, Noah Education, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. The shareholders agreed not to transfer, sell, pledge, dispose of or otherwise create any new encumbrance on their equity interest in Noah Zhi Yuan without the prior written consent of Noah Education.

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

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

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

Agreements that Transfer Economic Benefits to Us

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

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

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

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated statement of operations data for the years ended June 30, 2005, 2006 and 2007 and balance sheet data as of June 30, 2006 and 2007 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following selected consolidated balance sheet data as of June 30, 2005 have been derived from our audited consolidated financial statements not included in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP, and reflect our current corporate structure as if it had been in existence throughout the relevant periods. You should read the selected consolidated financial data in conjunction with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our historical results do not necessarily indicate expected future results.

Translations of Renminbi amounts into U.S. dollars are solely for the convenience of the reader and were calculated at the rate of US$ 1.00 = RMB 7.6120, representing the noon buying rate in The City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York, on June 29, 2007. This convenience translation is not intended to imply that the Renminbi amounts could have been, or could be, converted, realized or settled into U.S. dollars at the rate or at any other rate.

We were incorporated in April 2004 to acquire the assets of Shenzhen Noah Industrial Co., Ltd., or Noah Industrial, a company focused on the design, production and distribution of translation devices. The acquisition was accounted for as a legal reorganization and our financial statements have been prepared to reflect the consolidated financial position of our company, subsidiaries and affiliated entities and the transfer of Noah Industrial’s assets and liabilities at historical cost. Noah Industrial, whose fiscal year end is December 31, historically prepared limited unconsolidated financial statements under Chinese accounting standards for internal purposes and to support tax return information only. We have not included financial information for the years ended June 30, 2003 and 2004, as such information is not available on a basis that is consistent with the consolidated financial information for the years ended June 30, 2005 and 2006, and cannot be provided on a U.S. GAAP basis without unreasonable effort or expense. Moreover, such information would be of limited relevance to investors, as it will relate essentially to the business of Noah Industrial, which is substantially different from our business.

47

	Year Ended June 30,
	2005		2006		2007		2007
	(RMB)		(RMB)		(RMB)		(US$)
	(in thousands, except share, amount per share and amount per ADS)
Consolidated Statement of Operations Data:
Net revenue	208,950		393,039		555,225		72,941
Cost of revenue (1)	(115,519	)	(174,584	)	(266,566	)	(35,019	)
Gross profit	93,431		218,455		288,659		37,922
Research and development expenses (1)	(8,646	)	(20,345	)	(43,487	)	(5,713	)
Sales and marketing expenses (1)	(37,375	)	(179,869	)	(172,540	)	(22,667	)
General and administrative expenses (1)	(14,684	)	(16,508	)	(24,676	)	(3,242	)
Other operating expenses	(13,793	)	(311	)	(20,910	)	(2,747	)
Total operating expenses	(74,498	)	(217,033	)	(261,613	)	(34,369	)
Other operating income	16,437		24,725		40,023		5,258
Operating income	35,370		26,147		67,069		8,811
Derivative gain (loss)	2,365		2,667		(55	)	(7	)
Interest income	1,168		952		2,306		303
Interest expense	—		(162	)	—		—
Income before income taxes	38,903		29,604		69,320		9,107
Provision for income taxes	—		(2,969	)	(2,892	)	(380	)
Net income	38,903		26,635		66,428		8,727
Preference share dividends	(3,728	)	—		(17,705	)	(2,326	)
Deemed dividend	(1,516	)	(1,516	)	(2,653	)	(349	)
Net income attributable to ordinary shareholders	33,659		25,119		46,070		6,052
Net income per ordinary share
Basic	2.67		1.79		4.64		0.61
Diluted	2.64		1.76		4.31		0.57
Net income per ADS (2)
Basic	2.67		1.79		4.64		0.61
Diluted	2.64		1.76		4.31		0.57
Weighted average number of ordinary shares used in per share calculations:
Basic	10,736,721		10,736,721		10,736,721		10,736,721
Diluted	10,736,721		10,736,721		11,453,342		11,453,342
Pro forma income per ordinary share on an as converted basis (3)
Basic	2.78		1.90		4.75		0.62
Diluted	2.78		1.90		4.51		0.59
Pro forma income per ADS (2) on an as converted basis
Basic	2.78		1.90		4.75		0.62
Diluted	2.78		1.90		4.51		0.59
Weighted average ordinary shares outstanding in calculating pro forma per share amount on an as converted basis
Basic	13,997,702		13,997,702		13,997,702		13,997,702
Diluted	13,997,702		13,997,702		14,714,323		14,714,323
Cash dividends per ordinary share	1.143		—		5.429		0.713
Cash dividends per preference share	1.143		—		5.429		0.713

48

	As of June 30,
	2005	2006		2007
	(RMB)	(RMB)		(RMB)		(US$)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	105,972	59,958		77,367		10,164
Total assets	284,142	313,090		329,710		43,314
Total current liabilities	70,200	77,736		90,723		11,918
Warrants	2,735	—		4,934		648
Convertible preference shares	126,343	127,859		129,375		16,996
Ordinary shares	9	9		9		1
Additional paid-in capital	32,572	32,572		48,738		6,403
Accumulated other comprehensive income (loss)	6	(2,482	)	(5,498	)	(722	)
Retained earnings	52,277	77,396		61,429		8,070
Total shareholders’ equity	84,864	107,495		104,678		13,752

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

	Year Ended June 30,
	2005	2006	2007	2007
	(RMB)	(RMB)	(RMB)	(US$)
	(in thousands)
Share-based compensation included in:
Cost of revenue	—	—	376	49
Research and development expenses	—	—	9,444	1,241
Sales and marketing expenses	—	—	4,386	576
General and administrative expenses	—	—	624	82

(2) Each ADS represents one ordinary share.

(3) Pro forma basic and diluted net income per share, which is unaudited, is computed by dividing net income attributable to holders of ordinary shares by the weighted average number of common shares outstanding for the period plus the weighted average number of ordinary shares outstanding resulting from the assumed conversion of the outstanding convertible preference shares upon the closing of this offering.

49

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled “Selected Consolidated Financial Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements concerning events that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We are a leading provider of interactive education content in China. We develop and market interactive, multimedia learning materials mainly to complement prescribed textbooks used in China’s primary and secondary school curriculum, covering subjects such as English, Chinese, mathematics, physics, chemistry, biology, geography, political science and history. We deliver our content primarily through DLDs, into which our content is embedded or subsequently downloaded at over 8,500 points of sale, approximately 2,000 download centers, or through our website, www.noahedu.com. In addition, we derive a significant, but decreasing, portion of our revenue from the sale of E-dictionaries.

We have grown rapidly since we began focusing on interactive educational content development in 2004. Our net income was RMB 66.4 million (US$ 8.7 million) in fiscal 2007 compared to RMB 26.6 million in fiscal 2006 and RMB 38.9 million in fiscal 2005. Our net revenue increased 88.1% from RMB 208.9 million in fiscal 2005 to RMB 393.0 million in fiscal 2006, and increased by 41.3% from fiscal 2006 to RMB 555.2 million (US$ 72.9 million) in fiscal 2007.

According to CCID Consulting, in 2006 and the first half of 2007, we were ranked No. 1 by revenue and by the combined number of DLDs and E-dictionaries sold, and No. 2 in 2006 and No.1 in the first half of 2007 by revenue and by the number of DLDs sold, among interactive education content providers that deliver content through DLDs and E-dictionaries in China. Our business is driven by demand from our target users, school children between the ages of 5 and 19, who numbered approximately 291 million in China in 2005, according to the China Statistics Year Book (2006). Our revenue and profitability are affected by changes in our product mix to meet this demand. We must continually develop and market innovative delivery platforms and offer a broad portfolio of quality content to differentiate our products from our competition. Branding is critical to boosting sales and we need to invest substantial efforts in sales and marketing.

Market Demand

In 1986, the PRC government began requiring each child to have at least nine years of compulsory formal education. Chinese culture’s emphasis on education and the PRC government’s one-child policy have generally resulted in Chinese families investing a substantial amount of their financial resources in their only child’s education. With increases in Chinese household disposable income, consumer products such as DLDs have become more affordable. First introduced in 2003, DLDs have become the main platform for interactive learning in the Chinese market. DLD sales in China grew at a CAGR of 41.7% from 2004 to 2006, according to CCID Consulting, which projects DLD sales in China to grow at a CAGR of 20.8% from 2007 to 2009. We believe the fast adoption of, and growing demand for, DLDs is due to the

50

manner in which DLDs present traditional content in an engaging multimedia format and at a pace and order selected by each individual student, thereby creating a more tailored and more enjoyable teaching and learning experience.

Product Mix and Content Offering

We commenced business in 1999 focusing on the design, production and distribution of translation devices. Since April 2004, we have developed over 12 models of E-dictionaries and have sold over 2 million units of E-dictionaries. We were incorporated in April 2004. We substantially completed our reorganization in July 2004 and began focusing on developing and delivering interactive education content. We sold our first DLD in March 2005 and have since developed over 15 different DLD models and sold over 900,000 DLD units as of June 30, 2007. Since fiscal 2005, we have derived most of our revenue from the sale of DLDs and E-dictionaries. As we continue our focus on developing multimedia education content and diversifying our delivery platforms, we expect sales from E-dictionaries to constitute a decreasing percentage of our revenue.

In addition, as electronic products generally have relatively short life cycles during which the average selling prices may decrease over time, we must continually develop and introduce new products with enhanced features to meet market demand and alleviate the pricing pressure on products that are entering the mature phase of their life cycles. For example, we introduced our color series of DLDs in May 2006 to meet market demand for greater interactive and more sophisticated multimedia features.

Demand for and the price at which our products can retail also depend significantly on the variety, breadth and quality of our content offerings. As of June 30, 2007, we had developed a collection of approximately 28,000 courseware titles, each of which corresponds to a chapter of a printed textbook or a topic covered by a textbook. We believe that the ability to provide our target consumers access to a vast library of content is key to generating more sales and at a higher price compared to the products of our competitors.

Branding

Branding and corporate reputation have become critical to the success of our products in a highly competitive consumer market. For example, our growth is impacted by substantial investment in sales and marketing efforts. We spend a substantial amount on advertising our brand and products, which amounted to RMB 15.2 million in fiscal 2005, RMB 135.2 million in fiscal 2006 and RMB101.2 million in fiscal 2007, respectively, as we embarked on an aggressive promotional campaign that included airing commercials on China’s prime-time television. We expect our revenue to continue to be driven significantly by our spending on advertising, and accordingly expect to incur substantial amount of sales and marketing expenses as we grow our business and develop, maintain and enhance our brand image and recognition.

Seasonality

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

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Our Results of Operations

Net Revenue, Cost of Revenue and Gross Profit

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

	Year Ended June 30,
	2005	Increase (Decrease)	2006	Increase (Decrease)	2007
	(RMB)	(%)	(RMB)	(%)	(RMB)	(US$)
	(in thousands, except percentages)
Net revenue	208,950	88.1	393,039	41.3	555,225	72,941
Cost of revenue	115,519	51.1	174,584	52.7	266,566	35,019
Gross profit	93,431	133.8	218,455	32.1	288,659	37,922

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

	Year Ended June 30,
	2005	2006	2007
	(%)	(%)	(%)
Net revenue	100.0	100.0	100.0
Cost of revenue	55.3	44.4	48.0
Gross profit	44.7	55.6	52.0

The table below sets forth our net revenue from the sale of DLDs and E-dictionaries in the periods indicated.

	Year Ended June 30,
	2005	2006	2007
	(RMB)	(RMB)	(RMB)	(US$)
	(in thousands)
DLDs	3,737	226,240	414,733	54,484
E-dictionaries	199,931	166,839	133,435	17,530

The table below sets forth the number of units of DLDs and E-dictionaries sold in the periods indicated.

	Year Ended June 30,
	2005	2006	2007
DLDs	10,939	340,343	557,093
E-dictionaries	1,030,753	904,747	775,659

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

	Year Ended June 30,
	2005		2006		2007
	(RMB)	(%)	(RMB)	(%)	(RMB)	(%)
	(in thousands, except for percentages)
Sales discounts	16,478	7.9	34,152	8.7	72,326	13.0
Sales returns	3,054	1.5	2,139	0.5	5,612	1.0
Net revenue	208,950	100.0	393,039	100.0	555,225	100.0

Net revenue increased 41.3% in fiscal 2007 from fiscal 2006. The increase was primarily attributable to a substantial increase in sales of DLDs, offset by a decrease in E-dictionary sales. We sold 557,093 DLDs in fiscal 2007, an increase of 63.7% from 340,343 DLDs sold in fiscal 2006. The average selling price of DLDs increased 12.0% as we introduced a number of models with more innovative features and offered better content offering. The increase in average selling price was moderated by an increase in sales discounts we gave to distributors to stimulate sales, from 8.7% of net revenue in fiscal 2006 to 13.0% in fiscal 2007. We sold 775,659 E-dictionaries in fiscal 2007 compared to 904,747 E-dictionaries in fiscal 2006. As a result of a decrease in market demand, we lowered our selling prices of E-dictionaries and the average selling price of E-dictionaries decreased by 6.7%.

Net revenue increased 88.1% in fiscal 2006 from fiscal 2005, primarily also because of increased DLD sales, offset by a decrease in E-dictionary sales. We began selling DLDs in the second half of fiscal 2005 and increased our sales from 10,939 DLDs in fiscal 2005 to 340,343 DLDs in fiscal 2006. The average selling price of DLDs increased 94.6% as our DLDs gained market acceptance within a relatively short period of our entry into the DLD market and as we introduced a number of models with more innovative features and better content offering. We sold 904,747 E-dictionaries in fiscal 2006 compared to 1,030,753 E-dictionaries in fiscal 2005. The average selling price of E-dictionaries also decreased 4.9%.

The increase in DLD sales in the periods discussed above was primarily driven by a continuing increase in market demand for interactive learning materials and our ability to increase our market share, partially as a result of our strong marketing efforts, rich content offering and innovative interactive product features. The decrease in E-dictionary sales in the periods discussed above was primarily the result of a decrease in market demand for E-dictionaries, partly because of product substitution as many DLDs also contain dictionary content. As we shift our focus to developing multimedia education content and diversifying our delivery platforms to capture market opportunities and grow our market share, we anticipate E-dictionary sales to constitute a decreasing percentage of our revenue.

Cost of Revenue.    Cost of revenue consists primarily of material costs, sub-contracting fees for outsourcing the production of our DLDs and E-dictionaries, in-house production costs, share-based compensation, depreciation and maintenance costs for servers and related equipment, and other expenses that are directly attributable to rendering of our operations. The 52.7% increase in cost of revenue in fiscal 2007 from 2006, and the 51.1% increase in fiscal 2006 from 2005, were primarily attributable to increased material costs, sub-contracting fees and in-house production costs resulting from the increased sales of DLDs.

53

Operating Expenses

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

	Year Ended June 30,
	2005	Increase (Decrease)		2006	Increase (Decrease)		2007
	(RMB)	(%)		(RMB)	(%)		(RMB)	(US$)
	(in thousands, except percentages)
Research and development expenses	8,646	135.3		20,345	113.7		43,487	5,713
Sales and marketing expenses	37,375	381.3		179,869	(4.1	)	172,540	22,667
General and administrative expenses	14,684	12.4		16,508	49.5		24,676	3,242
Other operating expenses	13,793	(97.7	)	311	*		20,910	2,747
Total operating expenses	74,498	191.3		217,033	20.5		261,613	34,369

* Not meaningful.

The following table sets forth our operating expenses, as a percentage of net revenue, for the periods indicated.

	Year Ended June 30,
	2005	2006	2007
	(%)	(%)	(%)
Research and development expenses	4.2	5.2	7.8
Sales and marketing expenses	17.9	45.7	31.1
General and administrative expenses	7.0	4.2	4.4
Other operating expenses	6.6	0.1	3.8
Total operating expenses	35.7	55.2	47.1

(1) Less than 0.1%.

Research and Development Expenses.    Research and development expenses primarily comprise of remuneration for R&D staff, share-based compensation, depreciation and maintenance expenses relating to R&D equipment, and R&D material costs. The 113.7% increase in R&D expenses in fiscal 2007 from 2006 and the 135.3% increase in fiscal 2006 from 2005 were primarily attributable in an increase in remuneration resulting from an increase in R&D staff. The increase in fiscal 2007 was also the result of the recognition of RMB 9.4 million of share-based compensation for options granted during fiscal 2007.

Sales and Marketing Expenses.    Sales and marketing expenses consist primarily of advertising costs, remuneration for staff involved in selling and marketing efforts, depreciation, share-based compensation and travel and entertainment expenses. In July 2005, we embarked on an aggressive marketing campaign, including airing commercials on prime-time television, to promote our products and brand name. This resulted in a 381.3% increase in sales and marketing expense in fiscal 2006 from 2005. Spending has remained relatively stable at this level; sales and marketing expenses decreased slightly by 4.1% in fiscal 2007 from 2006, as a result of a slight decrease in advertising spending, partially offset by an increase in staff remuneration that included share-based compensation of RMB 4.4 million. The success of our sales and marketing efforts is reflected in the decrease in sales and marketing expenses, as a percentage of net revenue, to 31.1% in fiscal 2007 from 45.7% in fiscal 2006.

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General and Administrative Expenses.    General and administrative expenses consist primarily of employee remuneration, share-based compensation, professional fees, insurance, payroll taxes and benefits, general office expenses, depreciation and bad debt expenses. Employee remuneration expenses are increasing as we grow and hire more staff to manage our growth. General and administrative expenses increased by 49.5% in fiscal 2007 from 2006. The increase was primarily attributable to auditing and consultancy fees totalling RMB 10.0 million that we incurred in preparing and auditing U.S. GAAP financial statements for this offering.

General and administrative expenses increased by 12.4% in fiscal 2006 from 2005. The increase was primarily attributable to an increase in staff remuneration from the hiring of more management staff to manage our growth and an increase in bad debt provision, partially offset by a decrease in bad debt expenses.

Other Operating Expenses.    Other operating expenses in fiscal 2007 consist primarily of expenses associated with our aborted initial public offering on the Alternative Investment Market of the London Stock Exchange. Other operating expenses in 2005 primarily consist of impairment loss related to our equity interest in Sichuan Nan Shan Zhi Qiao Micro Electronic Co., Ltd., which we have since disposed of in September 2006.

Other Income Statement Items and Net Income

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

	Year Ended June 30,
	2005	Increase (Decrease)		2006		Increase (Decrease)		2007
	(RMB)	(%)		(RMB)		(%)		(RMB)		(US$)
	(in thousands, except percentages)
Other operating income	16,437	50.4		24,725		61.9		40,023		5,258
Operating income	35,370	(26.1	)	26,147		156.5		67,069		8,811
Derivative gain (loss)	2,365	12.8		2,667		*		(55	)	(7	)
Interest income	1,168	(18.5	)	952		142.2		2,306		303
Interest expense	—	*		(162	)	*		—		—
Income before income taxes	38,903	(23.9	)	29,604		134.2		69,320		9,107
Provision for income taxes	—	*		(2,969	)	(2.6	)	(2,892	)	(380	)
Net income	38,903	(31.5	)	26,635		149.4		66,428		8,727

* Not meaningful

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

	Year Ended June 30,
	2005	2006		2007
	(%)	(%)		(%)
Other operating income	7.9	6.3		7.2
Operating income	16.9	6.7		12.1
Derivative gain (loss)	1.1	0.7		(—	)(1)
Interest income	0.6	0.2		0.4
Interest expense	—	—	(1)	—
Income before income taxes	18.6	7.6		12.5
Provision for income taxes	—	(0.8	)	(0.5	)
Net income	18.6	6.8		12.0

(1) Less than 0.1%

Other Operating Income.    Other operating income primarily consists of government subsidies in the form of value added tax refunds for encouraging development in the software industry. We record these subsidies as other operating income when all conditions to qualify for the receipt of the subsidies are met. As the volume of DLDs sold increased, the related value added tax refunds also increased. As a result, our other operating income increased 61.9% in fiscal 2007 from 2006, and increased 50.4% in fiscal 2006 from 2005.

Derivative Gain (Loss).    Derivative gain (loss) consists of change in the fair market value of the warrants we issued.

Interest Income.    Interest income represents interest income from our bank deposits.

Interest Expense.    Interest expense represents interest on short-term borrowings.

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

Our subsidiaries and our variable interest entity in China are subject to foreign enterprise income tax at the current rate of 33%. However, some of our subsidiaries and our variable interest entity enjoy lower foreign enterprise income tax rates because of preferential tax treatments. For example, Innovative Noah Electronics (Shenzhen) Co., Ltd. and New Noah Technology (Shenzhen) Co., Ltd. enjoy a preferential tax rate of 15%. In addition, some of our subsidiaries also are entitled to a two-year full tax exemption followed by a three-year 50% tax concession, beginning from each of their first profitable year. In addition, New Noah Technology (Shenzhen) Co., Ltd. is recognized as a key software enterprise and entitled to a five-year full exemption followed by a five-year 50% tax concession, beginning from its first profitable year. However, New Noah Technology (Shenzhen) Co., Ltd. is required to make the foreign enterprise income tax payments and subsequently apply for tax refund pursuant to this tax benefit.

56

On March 16, 2007, the National People’s Congress, the Chinese legislature, passed a new enterprise income tax law, which is expected to take effect on January 1, 2008. The new law applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises. Existing companies are required to transition to the new enterprise income tax rate over the next five years. As specific rules and regulations for the implementation of the new tax law have not been formulated, it is unclear how our subsidiaries and our variable interest entity will be required to raise its income tax rate during the five-year transition period. Furthermore, the new enterprise income tax law may eliminate the current exemption of enterprise income tax on dividends received by foreign investors from foreign invested enterprises and may impose on our subsidiaries in China an obligation to withhold tax on dividend distributions to us. In addition, under the new tax law, a “resident enterprise,” which includes an enterprise established outside of China with “de facto management bodies” located in China, will be subject to PRC income tax. However, the new tax law does not define the term “de facto management bodies.” Substantially all of our management are currently located in China, and if they remain located in China after January 1, 2008, the effective date of the new tax law, we and our offshore subsidiaries may be considered PRC resident enterprises and therefore be subject to the PRC enterprise income tax at the rate of 25% on our worldwide income. This may increase our tax expenses and adversely affect our results of operations.

We did not make a provision for income taxes in the six months ended December 31, 2005 and fiscal 2005 because of PRC tax exemptions and concessions.

Our effective tax rate for fiscal 2006 and 2007 was 10.0% and 4.2%, respectively.

57

Our Selected Quarterly Results of Operations

The following table sets forth our selected unaudited consolidated quarterly results of operations for the eight quarters in the period ended June 30, 2007. You should read the following table in conjunction with our audited financial statements and related notes included elsewhere in this prospectus. We have prepared the selected unaudited consolidated quarterly financial information on the same basis as our audited consolidated financial statements. The unaudited consolidated financial information includes all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the quarters presented.

	Three Months Ended
	September 30, 2005		December 31, 2005		March 31, 2006		June 30, 2006		September 30, 2006		December 31, 2006		March 31, 2007		June 30, 2007
	(RMB in thousands)
Consolidated Statement of Operations Data:
Net Revenues	115,199		80,346		133,907		63,587		176,830		125,669		169,646		83,080
Cost of revenue	(53,952	)	(34,868	)	(57,887	)	(27,877	)	(71,794	)	(65,889	)	(83,444	)	(45,439	)
Gross profit	61,247		45,478		76,020		35,710		105,036		59,780		86,202		37,641
Research and development expenses	(5,137	)	(4,246	)	(4,972	)	(5,990	)	(7,926	)	(13,883	)	(11,466	)	(10,212	)
Selling and marketing expenses	(75,112	)	(23,591	)	(50,001	)	(31,165	)	(62,972	)	(34,225	)	(55,242	)	(20,101	)
General and administrative expenses	(4,357	)	(5,295	)	(3,333	)	(3,523	)	(3,949	)	(3,170	)	(8,496	)	(9,061	)
Other operating expenses	(21	)	—		(18	)	(272	)	(8,343	)	(12,504	)	(51	)	(12	)
Total operating expenses	(84,627	)	(33,132	)	(58,324	)	(40,950	)	(83,190	)	(63,782	)	(75,255	)	(39,386	)
Other operating income	3,663		4,633		10,157		6,272		10,817		12,383		11,787		5,036
Operating income (loss)	(19,717	)	16,979		27,853		1,032		32,663		8,381		22,734		3,291
Derivative gain (loss)	978		976		357		356		—		—		—		(55	)
Interest income	187		344		257		164		854		296		581		575
Interest expense	(162	)	—		—		—		—		—		—		—
Income (loss) before income taxes	(18,714	)	18,299		28,467		1,552		33,517		8,677		23,315		3,811
Provision for income taxes	—		—		(2,075	)	(894	)	(1,601	)	(4,071	)	2,602		178
Net income (loss)	(18,714	)	18,299		26,392		658		31,916		4,606		25,917		3,989

Critical Accounting Policies

Our consolidated financial information has been prepared in accordance with generally accepted accounting principles in the United States, which requires us to make judgments, estimates and assumptions that affect (1) the reported amounts of our assets and liabilities, (2) the disclosure of our contingent assets and liabilities at the end of each fiscal period and (3) the reported amounts of revenues and expenses during each fiscal period. We continually

evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

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

Revenue Recognition

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

Our DLDs comprise software-related elements and hardware. Our revenue from sales of DLDs is generally recognized under AICPA Statement of Position No. 97-2 (“SOP 97-2”), Software Revenue Recognition, because our devices comprise software-related elements and hardware. The software-related elements embedded in the hardware are essential to the DLD’s functionality. We do not provide an express right of return in our arrangements with distributors other than for quality issues within the warranty period, and we have not established a right of return with distributors based on our customary business practices. However, returns have arisen in the past on a negotiated basis when we terminated the distributorships of certain distributors. Distributorships are only terminated when, after our assessment, the distributors’ performance is considered to be unsatisfactory. The amount of negotiated returns we will accept is at our discretion. These returns were approximately 0.5% to 1.5% of the total gross revenue for the periods presented, and are not significant relative to total revenue. We believe these returns will continue to be immaterial in the future. Accordingly, we have not established a return provision concurrently as revenue is recognized and returns are recorded as incurred. However, if circumstances in the future change and the rate of return increases, we will reassess our return policy and estimate the provision for such costs and recognize them concurrently with revenue.

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

We have provided telephone customer support since September 2005 and free general content downloads since June 2006 to our customers. The telephone customer support services are considered post-contract customer support (“PCS”) under SOP 97-2. Since the nature of our PCS is unspecific and infrequent, and our PCS is not sold on a stand-alone basis, vendor-specific objective evidence of fair values does not exist to allow the total revenue from the sales of devices to be allocated between the device component and the PCS. We recognize revenue from the sales of DLDs when the DLDs are delivered. The telephone customer support is set up primarily for marketing purposes and is substantially provided within a year following the purchase of the device. Our telephone customer support team, staffed with eight personnel,

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usually receives calls relating to general inquiries of our products and services from our customers as well as individuals who have not yet purchased our products. These calls include inquiries regarding the general content of our website, and general content download related matters, or other inquiries such as the locations to purchase our products. Only a small percentage of the calls relate to technical problems or inquiries that are referred to technical staff for support. With regard to the free general content downloads provided to customers, we consider that the delivery criteria under SOP 97-2 have been met when the customer has been provided with access codes that allow the customer to take immediate possession of the software. Accordingly, the delivery of content occurs upon the physical delivery of the device as customers are then able to begin downloading the content. We do not have further obligations to update or modify the content. The cost related to the PCS arrangement is expensed as incurred because historically, the costs involved for such services were not significant. It is expected the cost of telephone customer support and maintaining the website for free general content downloads will continue to be minimal. Should the costs of PCS increase in the future, we will need to consider the implication on our revenue recognition and the need to establish vendor-specific objective evidence of fair values for these services.

In addition, we provide warranties generally for one year to our customers, covering bug fixes of the software-related elements built in our DLDs. Whether a warranty is considered an implied PCS element under SOP 97-2 depends on the specific facts and circumstances. A warranty that provides protection for the customer from defective software should be accounted for in conformity with FASB Statement No. 5, Accounting for Contingencies (“FASB No. 5”). As the warranty we provide to customers only covers for repairs on defective products, and exclude other maintenance services, we do not consider this an implied PCS element. Warranty costs are expensed as incurred because historically, the costs involved are not significant. Should the warranty costs increase in the future, we will accrue for warranty expenses in accordance with FASB No. 5.

In March 2006, we entered into a contract with a mobile phone maker to sell a modified version of our software, related content, and other services including (1) technical support and right to receive unspecified enhancements of the software on a when and if available basis for a one-year period (collectively “PCS”), (2) bug fixes for a three-month period from the date the mobile phones are released, and (3) mobile phone users, access to our website to download our content for a two-year period after delivery and acceptance of the software. As we do not have vendor-specific objective evidence to allocate a portion of the fee to the undelivered service element and PCS, the appropriate recognition of revenue should then be determined for those combined deliverables as a single unit of accounting. We believe the revenue recognition model applicable to the final deliverable included in the arrangement is the model that should be followed when recognizing revenue for the combined unit of accounting. Accordingly, we recognize the total contract amount ratably over the service period in which we have committed to provide access to its website, that is, to commence revenue recognition only after the software and related content are delivered and accepted, and after the content has been made available to the mobile phone users to download in February 2007. We account for the warranty and bug fixes in accordance with FASB No. 5, but no provision was made as the cost of fulfilling such obligation is insignificant.

Since November 2006, we also have been selling prepaid cards to distributors. These prepaid premium cards represent prepaid service fees and the customers who purchase these cards are entitled to premium content available on our website and generally have a 12 month expiration period. We record these prepaid service fees as deferred revenue upon receiving the

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upfront cash payment. Revenue is recognized upon actual use of the card by the customers or upon the expiration of the card. Approximately RMB 5.5 million (US$0.7 million) of revenue from prepaid cards was recognized in fiscal 2007.

We record revenue net of value-added tax collected from customers at 17%.

Inventory Obsolescence

We review our inventory for potential impairment on a quarterly or more frequent basis as our management deems necessary. The inventory impairment recorded for June 30, 2005 and 2006 year ends were determined based on the actual obsolescence of inventory. The impairment write-downs of inventory as of June 30, 2007 was based on the best information available at the time of the preparation of the June 30, 2007 consolidated financial statements. We estimated the potential impairment of inventory based on our review of, among other things, the levels of inventory versus customer requirements and obsolescence, the product life cycle status, and the aging analysis of the inventory. The review and evaluation also involves the consideration of the potential sale of impaired inventory at lower than market prices. At each balance sheet date, we identify inventories that are worth less than cost and write them down to lower of cost or market and the difference is charged to our cost of revenues for that period. Though management considers such write-down of inventories to be adequate and proper, changes in sales volumes due to unexpected economic or competitive conditions or unforeseen technological changes negatively impacting the utility or popularity of our devices, may require us to record additional write-downs which will negatively affect gross margins in the period when the write-downs are recorded.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our accounts receivable. The allowance of doubtful accounts as of June 30, 2005 and 2006 was determined based on the actual subsequent collection. The allowance of doubtful accounts as of June 30, 2007 was based on the best information available at the time of the preparation of the June 30, 2007 consolidated financial statements. We estimated the allowance of doubtful accounts based on historical write-off experience, customer specific facts and economic conditions. If there are any changes to these assumptions, such as a change in the settlement trend of our customers due to unexpected economic or competitive conditions, or if future actual default rates on trade receivables in general differ from those currently anticipated, we may have to adjust our allowance for doubtful accounts, which will affect earnings in the period the adjustments are made. Bad debt expense is included in general and administrative expenses. We review outstanding account balances individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2005, 2006 and 2007 the allowance for doubtful debts were RMB 0.3 million, RMB 1.2 million and RMB 2.0 million (US$0.3 million), respectively.

Share-Based Compensation

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

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We adopted our 2006 equity compensation plan and issued 736,721 ordinary shares to Master Topful Limited, a company controlled by us through Xianquan Xiao, our vice president, sales. Pursuant to this plan, Master Topful have granted options to 104 of our employees to purchase shares in Master Topful that entitled them, indirectly through Master Topful, to economic rights in a total of 505,937 of our ordinary shares at an exercise price of US$2.9439 per share. These options are subject to vesting periods. In June 2007, we terminated our 2006 equity compensation plan and cancelled the 736,721 shares issued to Master Topful. The options granted by Master Topful under our 2006 plan were canceled and, other than those options that were forfeited or terminated, replaced by options we issued directly under our 2007 share incentive plan. In June 2007, we issued options to purchase 735,721 ordinary shares at a weighted average exercise price of US$3.2160 per share. We have accounted for the replacement of options issued under our 2006 plan with options issued under our 2007 plan as a modification pursuant to SFAS 123(R). As the options granted pursuant to the 2006 plan are expected to vest under the original vesting condition at the date of the modification, we will continue to recognize the compensation cost over the remaining original vesting period of 1.5 years. As a result of the modification, an additional compensation cost of RMB 0.8 million (US$0.1 million) has been recognized.

In the year ended June 30, 2007, we recorded share-based compensation expenses of RMB 14.8 million (US$ 1.9 million). We have categorized these share-based compensation expenses in our cost of revenue, research and development expenses, sales and marketing expenses, and general and administrative expenses, depending on the job functions of the persons to whom we granted the options. We did not incur any share-based compensation expenses for either of the two years ended June 30, 2005 and 2006.

The table below sets forth certain information concerning options granted to our executives and employees on the dates indicated.

Grant Date	Number of Ordinary Shares Underlying Options Granted	Option Exercise Price Per Share	Fair Value of Options at Date of Grant	Fair value of ordinary shares	Type of Valuation	Intrinsic Value(1)
October 2006 (terminated on June 30, 2007)	505,937	US$2.9439	US$6.75	9.51	Retrospective
June 2007 (as replacement options)	444,162	US$2.9439	US$6.75	9.51	Retrospective
June 2007 (as replacement options)	38,219	US$—	US$9.48	11.77	Contemporaneous
June 2007	169,768	US$2.9439	US$9.07	11.77	Contemporaneous
June 2007	19,366	US$2.9439	US$8.75	11.77	Contemporaneous
June 2007	63,206	US$7.7438	US$5.99	11.77	Contemporaneous
June 2007	1,000	US$12.2840	US$3.98	11.77	Contemporaneous

(1) Intrinsic value is determined based on the difference between the estimated initial public offering price of US$             per ADS, being the mid-point of the range shown on the front cover page of this prospectus, and the exercise price of options.

We have assessed the fair value of our options using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including the options’ expected lives, estimated forfeitures and the price volatility of the underlying shares. We estimate our forfeitures based on past employee retention rates and our expectation of future

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retention rates, and we will prospectively revise our forfeiture rates based on actual history. Our share option compensation charges may change based on changes to our actual forfeitures.

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

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

We believe the difference between the fair value of ordinary shares of US$9.51 as of October 26, 2006 and US$11.77 as of June 30, 2007 is primarily attributable to the following factors:

• the development of a searchable practice question database in April 2007 to further enhance the functionality of our products;

• we experienced a 30.7% increase in revenues from RMB 63.6 million for the fourth quarter of 2006 to RMB 83.1 million for the fourth quarter of 2007;

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• we experienced a 506.2% increase in net income from RMB 0.7 million for the fourth quarter of 2006 to RMB 4.0 million for the fourth quarter of 2007; and

• due to the increased likelihood of marketability of the ordinary shares as a result of the pending offering, the lack of marketability discount has decreased from 20% for the October 26, 2006 valuation to 10% for the June 30, 2007 valuation.

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

Controls and Procedures

Prior to this offering, we have been a private company with limited accounting personnel, especially personnel with U.S. GAAP experience, and other resources with which to address our internal control and procedures. During the audits of our financial statements as of and for the years ended June 30, 2005, 2006 and 2007, which included consideration of internal control over financial reporting as a basis for designing the audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of our internal control over financial reporting, our auditors identified several significant deficiencies and deficiencies in our internal control over financial reporting, as such terms are defined by the United States Public Company Accounting Oversight Board, or PCAOB, Standard No. 5 “An Audit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements.” The significant deficiencies identified by our auditors include (1) insufficient accounting resources to properly identify adjustments, analyze transactions and prepare financial statements in accordance with U.S. GAAP, (2) a lack of formal accounting policies and procedures to ensure that U.S. GAAP is appropriately or consistently applied, (3) a failure to prepare consolidated U.S. GAAP financial statements on a regular basis, (4) a failure to document certain business decisions or corporate approvals of significant corporate actions on a timely basis, and (5) a lack of formal procedures to document, assess, control and monitor risks. The auditors also identified deficiencies relating to our computer system and our preparedness to become a public company in the U.S., among others.

Following the identification of these significant deficiencies and deficiencies, we (1) designated a board secretary to ensure that all board deliberations are properly minuted, (2) hired an executive vice president with experience in implementing internal control processes and procedures, and (3) intend to undertake other remedial measures to address the deficiencies, such as hiring additional staff, training our new and existing staff, and hiring external consultants to help us design and implement internal control procedures and disclosures.

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The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations when we become a public company. For a discussion on the risks associated with the failure to maintain an effective internal control over financial reporting, see “Risk Factors—Risks Related to Our Business—There are deficiencies in our internal control over financial reporting that require remediation. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.”

Liquidity and Capital Resources

We have historically financed our liquidity requirements from a variety of sources, including short-term bank loans and issuances of ordinary shares and preference shares. As of June 30, 2007, we had cash and cash equivalents of RMB 77.4 million (US$ 10.2 million). The following table sets forth a summary of our cash flows for the periods indicated.

	Year Ended June 30,
	2005		2006		2007		2007
	(RMB)		(RMB)		(RMB)		(US$)
	(in thousands)
Net cash (used in) provided by operating activities	(3,650	)	(9,768	)	41,528		5,455
Net cash (used in) provided by investing activities	(55,656	)	(3,690	)	52,352		6,878
Net cash provided by (used in) financing activities	146,416		(30,000	)	(76,000	)	(9,984	)
Effect of exchange rate changes on cash and cash equivalents	7		(2,556	)	(471	)	(62	)
Net increase (decrease) in cash and cash equivalents	87,110		(43,458	)	17,880		2,349
Cash and cash equivalents at beginning of period	18,855		105,972		59,958		7,877
Cash and cash equivalents at end of period	105,972		59,958		77,367		10,164

Operating Activities

Net cash used in operations was RMB 9.8 million in fiscal 2006 compared to net cash provided by operations of RMB 41.5 million (US$5.5 million) in fiscal 2007 primarily because of an increase in operating income from RMB 26.1 million to RMB 67.1 million (US$8.8 million). Our growing business generated substantial net cash inflow as we increased net revenue by 41.3% from RMB 393.0 million in fiscal 2006 to RMB 555.2 million in 2007, but cost of revenue and operating expenses, after deducting non-cash items and items that did not affect operations, increased only by 31.2% from RMB 382.5 million to RMB 501.8 million, partly because of share-based compensation expenses of RMB 14.8 million incurred in fiscal 2007 that did not affect operating cash flows. Although our accounts receivable (including related party receivables) increased by RMB 42.4 million and inventories increased by RMB 33.8 million, we deferred to the next fiscal period the payment of some of our operating expenses, which resulted in an increase of our accounts payable and other payables and accrued expenses by RMB 27.3 million. In addition, our growing business also generated RMB 37.2 million in VAT refunds in 2007 which we recognize as other operating income.

Net cash used in operating activities increased to RMB 9.8 million in fiscal 2006 from RMB 3.7 million in 2005 primarily because of a decrease in operating income from RMB 35.4 million in 2005 to RMB 26.1 million in 2006. Although our net revenue increased by 88.1% from fiscal 2005 to 2006, our cost of revenue and operating expenses, after deducting non-cash items and items that did not affect operations, increased by 127.9%, primarily because of a substantial increase in selling and marketing expenses incurred to enhance our brand recognition and

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promote our products. The expense that did not affect operations in fiscal 2005 was an impairment loss of RMB 13.7 million in respect of our equity interest in Sichuan Nan Shan Zhi Qiao Micro Electronic Co., Ltd., which we disposed of in fiscal 2006.

Investing Activities

Net cash provided by investing activities was RMB 52.4 million (US$6.9 million) in fiscal 2007 compared to net cash used in investing activities of RMB 3.7 million in fiscal 2006. The net cash provided by investing activities in fiscal 2007 was primarily attributable to a RMB 24.6 million (US$3.2 million) repayment we received from a former subsidiary in fiscal 2007 and the release in November 2006 of a US$ 5 million fixed deposit from a pledge made in November 2004 to secure a short-term bank loan, partially offset by an increase in the amount used to acquire property, plant and equipment. Net cash used in investing activities decreased to RMB 3.7 million in fiscal 2006 from RMB 55.7 million in fiscal 2005. The decrease in net cash used in investing activities was primarily attributable to a decrease in the amount used to acquire property, plant and equipment.

Financing Activities

Net cash used in financing activities in fiscal 2007 was RMB 76.0 million (US$10.0 million), representing dividends declared to holders of our ordinary shares and preference shares. Net cash used in financing activities in fiscal 2006 was RMB 30 million, reflecting our repayment of a RMB 30 million short-term bank loan in September 2005. Net cash provided by financing activities in fiscal 2005 reflect the proceeds from our issuance of convertible preferred shares and ordinary shares in July 2004, the proceeds of a RMB 30 million short-term bank loan entered into in June 2005, and the distribution of RMB 16 million dividends to ordinary and preferred shareholders in May 2005.

On July 6, 2004, we sold 3,260,981 Series A preferred shares at a purchase price of US$ 4.9065 per share to a group of investors, including Baring Asia II Holdings (22) Limited, which purchased 3,057,170 shares; and Alpha Century Assets Limited, which purchased 203,811 shares. Each preferred share will automatically convert into one ordinary share immediately prior to the closing of this offering.

On May 9, 2005, we declared a cash dividend of RMB 16 million to holders of our ordinary shares and preferred shares in proportion to their respective share ownership, on an as converted basis, of RMB 12.3 million and RMB 3.7 million, respectively. On December 22, 2006, we declared a cash dividend of RMB 76 million to holders of our ordinary shares and preferred shares in proportion to their respective share ownership, on an as converted basis, of RMB 58.3 million and RMB 17.7 million, respectively.

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

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our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

Contractual Obligations and Commercial Commitments

The following table sets forth our contractual obligations and commercial commitments as of June 30, 2007:

	Payment Due by Period
	Total	Less than 1 Year	1-3 Years	3-5 Years	More than 5 Years
	(RMB)	(RMB)	(RMB)	(RMB)	(RMB)
	(in thousands)
Operating lease obligations	4,649	3,053	1,479	117	—
Purchase obligations(1)	7,069	7,069	—	—	—
Total	11,718	10,122	1,479	117	—

(1) Purchase obligations in respect of raw materials for which purchase orders have been issued.

Other than the contractual obligations and commercial commitments set forth above, we did not have any other long-term debt obligations, operating lease obligations, capital commitments, purchase obligations or other long-term liabilities as of June 30, 2007.

Off-Balance Sheet Commitments and Arrangements

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

Inflation

Inflation in China has not materially impacted our results of operations in recent years. According to the National Bureau of Statistics of China, the change of consumer price index in China was 3.9%, 1.8% and 1.5% in 2004, 2005 and 2006, respectively.

Holding Company Structure

We are a holding company with no material operations of our own. We conduct our operations primarily through our subsidiaries in China. As a result, our ability to pay dividends and to finance any debt we may incur depends upon dividends paid by our subsidiaries. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reached 50% of its registered capital, and each of our subsidiaries with foreign investment is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund at the discretion of the board. Although

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the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation of these subsidiaries. Furthermore, the new PRC tax law scheduled to take effect on January 1, 2008 may eliminate the current exemption of enterprise income tax on dividend derived by foreign investors from foreign invested enterprises and may impose on our subsidiaries in China an obligation to withhold tax on dividend distributions to us.

Quantitative and Qualitative Disclosure about Market Risk

Interest Rate Risk

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

Foreign Exchange Risk

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

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People’s Bank of China. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an approximately 8.0% appreciation of the RMB against the U.S. dollar by June 30, 2007. There remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against the U.S. dollar. To the extent that we need to convert U.S. dollars we receive from this offering into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. By way of example, assuming we had converted a U.S. dollar denominated cash balance of US$ 1.0 million as of June 30, 2007 into Renminbi at the exchange rate of US$ 1.00 for RMB 7.6120 as of June 29, 2007, the last business day of June 2007, such a cash balance would have been RMB 7.6 million. Assuming a further 1.0% appreciation of the Renminbi against the U.S. dollar, such a cash balance would have decreased to RMB 7.5 million as of June 30, 2007. We have not used any forward contracts or currency borrowings to hedge our exposure to foreign currency exchange risk.

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Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109 (“FIN 48”), which clarifies the accounting for uncertainty in income tax positions. This Interpretation requires that we recognize in our consolidated financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 became effective for us on July 1, 2007, with the cumulative effect of the change in accounting principle, if any, to be recorded as an adjustment to opening retained earnings. We are currently evaluating the impact of adopting FIN 48 and its impact on our financial position, cash flows, and results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements (“SFAS No.157”), which clarifies the definition of fair value, establishes guidelines for measuring fair value, and expands disclosures regarding fair value measurements. SFAS No.157 does not require any new fair value measurements and eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS No. 157 will become effective for us on July 1, 2008. We are currently evaluating the impact of adopting SFAS No. 157 on our consolidated financial position, cash flows, or results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS No. 159 will become effective for us on July 1, 2008. We are currently evaluating the impact of adopting SFAS No. 159 on our consolidated financial position, cash flows, and results of operations.

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BUSINESS

Overview

We are a leading provider of interactive education content in China. We develop and market interactive, multimedia learning materials mainly to complement prescribed textbooks used in China’s primary and secondary school curriculum, covering subjects such as English, Chinese, mathematics, physics, chemistry, biology, geography, political science and history. We deliver our content primarily through handheld digital learning devices, or DLDs, into which our content is embedded or subsequently downloaded at over 8,500 points of sale, approximately 2,000 download centers, or through our website, www.noahedu.com. In addition, we sell E-dictionaries. In July 2007, we began offering after-school tutoring programs as we build upon our experience and brand to capture more market opportunities in the supplemental education market. According to CCID Consulting, in 2006 and the first half of 2007, we were ranked No. 1 by revenue and by the combined number of DLDs and E-dictionaries sold, and No. 2 in 2006 and No.1 in the first half of 2007 by revenue and by the number of DLDs sold, among interactive education content providers that distribute content through DLDs and E-dictionaries in China.

As of June 30, 2007, we had developed a collection of approximately 28,000 courseware titles, each of which corresponds to a chapter of a printed textbook or a topic covered by a textbook. We develop courseware titles based on standardized textbooks and other print-based content that which we license from leading domestic and international educational publishers, including Oxford University Press, People’s Education Press, Foreign Language Teaching & Research Press and Riverdeep Interactive Learning Limited. Our content is produced by a team of approximately 100 full-time and more than 400 part-time producers, editors and graphic artists. To ensure the quality and effectiveness of our content, we have established a “Teachers’ Alliance” to help us in designing our courseware. Our Teachers’ Alliance consists of approximately 250 experienced teachers and 16 education experts from more than 100 top schools in 15 provinces throughout China, including Beijing and Shanghai.

Our DLDs are built on our proprietary NP-iTECH software platform. As of June 30, 2007, we held five domestic patents and had eight domestic and one international patent applications related to our NP-iTECH technology. Our NP-iTECH technology supports and integrates mainstream multimedia formats, and enables our content developers to efficiently design and assemble multimedia content elements. In July 2007, we introduced to the Chinese market the first searchable practice question database that operates in DLDs. In an effort to diversify the delivery platforms for our content, in December 2006 we partnered with OKWAP, a Taiwan-based mobile phone maker, to bring to market what we believe to be the first mobile phone with built-in digital learning content. In June 2006, we launched our website for the downloading of our learning materials to DLDs, and have since enhanced our website to offer other features, such as online communities, chat rooms and bulletin boards. We believe our website will serve as a launch pad for further diversification of our content delivery platforms.

In 2006, our leading position in interactive education content development and our innovative delivery platform won us the “Best Content Brand” and “Best Innovative Brand” awards by the China Education Newspaper. Also in 2006, we were ranked among the “Top 100 Asian Businesses” by Red Herring Magazine and in 2005 we received the “Technology Fast 500 Asia Pacific Award” from Deloitte Touche Tohmatsu. In 2004, our brand was selected as China’s “Top Brand in Quality Measured in Consumer Satisfaction” by the People’s Daily and several Internet portals, affirming the broad acceptance of our brand and consumer endorsement of the quality of our products. In addition, our innovation in the field of mobile technology earned us the award of “China’s Best Mobile Learning Brand” from the Conference of China Mobile

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Communication Industry in December 2006. We were also selected to partner with the National Centre for Education Technology in March 2006 in the effort by the PRC Ministry of Education to experiment with digitally aided learning. We believe our continued involvement with this government effort will continue to enhance our brand.

We have grown rapidly since our inception in 2004. Our net revenue grew from RMB 208.9 million in the fiscal year ended June 30, 2005 to RMB 393.0 million in fiscal 2006, and to RMB 555.2 million (US$ 72.9 million) in fiscal 2007. Our net income was RMB 38.9 million, RMB 26.6 million and RMB 66.4 million (US$ 8.7 million) in fiscal 2005, 2006 and 2007, respectively.

Market Opportunity

China’s interactive education market is large and growing as a result of a number of factors, including the following:

• rapid economic growth;

• accelerating trend toward urbanization and increasingly affluent urban population;

• large base of potential users;

• strong emphasis on education and higher education expenditures;

• increasing importance of English language proficiency; and

• fast and increasing adoption of new technology in learning.

Rapid Economic Growth

According to the Economist Intelligence Unit, the gross domestic product of China grew from US$ 1.45 trillion in 2002 to US$ 2.77 trillion in 2006, representing a CAGR of 17.4%, and is expected to reach US$ 6.24 trillion in 2011, representing a CAGR of 17.2% from 2007 to 2011. As a result of this economic growth, disposable income per capita has increased at a CAGR of 6.7% from 2002 to 2006 and is expected to increase at a CAGR of 8.3% from 2007 to 2011, according to the Economist Intelligence Unit. With greater amounts of disposable income, Chinese consumers have significantly increased their spending.

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Accelerating Trend Toward Urbanization and Increasingly Affluent Urban Population

Our primary user base has been in urban areas of China. Substantial economic growth in China during the past decades has resulted in the growing trend toward urbanization. According to the Economist Intelligence Unit, the urbanization rate has increased from 37.7% in 2001 to 45% in 2006. According to the China City Statistics Yearbook (2006), China had over nine cities with a population of over five million and over 26 cities each with annual GDP of over RMB 100 billion (US$ 12.7 billion) as of the end of 2005. The growing urbanizing trend and increasingly affluent urban population are expected to drive demand for quality education content and products.

	2001	2002	2003	2004	2005	2001-2005 CAGR
Urban population (in millions)(1)	480.6	502.1	523.8	542.8	562.1	4.0	%
Total population (in millions)(1)	1,276.3	1,284.5	1,292.3	1,299.9	1,307.6	0.6	%
Urbanization rate (%)(1)	37.7	39.1	40.5	41.8	43.0	NA
Disposable income per capita in urban households (in US$)(2)	821.8	921.7	1,023.2	1,138.1	1,280.3	11.7	%

(1) Source: Economist Intelligence Unit.

(2) Source: CEIC.

Large Base of Potential Users

Our primary users are school children in China between the ages of 5 and 19. According to the China Statistical Yearbook (2006), in 2005, approximately 291 million people in China were children between the ages of five and 19. According to China’s Department of Education statistics, in 2005, approximately 108.6 million children in China were enrolled in primary school and approximately 103.0 million were enrolled in secondary school. Of those enrolled in school, approximately 16.7 million were newly enrolled primary school students and approximately 35.2 million were newly enrolled secondary school students.

The PRC government established in 1986 a law that requires each child to have at least nine years of formal education. To meet this requirement, a child may either attend five years of primary education followed by four years of secondary education or six years of elementary education followed by three years of secondary education. The Chinese Ministry of Education announced that it plans to increase compliance with the nine year compulsory education to 100% of all school age children by 2015, up from 99.3% of primary school age children and 97.0% of junior high school age children in 2006, and plans to extend the period of compulsory education from nine years to twelve years between 2020 and 2050. With stricter compliance and a longer period of compulsory education, we expect that more school-age children will be receiving school education.

Strong Emphasis on Education and Higher Education Expenditures

The Chinese culture has historically emphasized learning as a way to advance in society and honor the family. Increasingly, college degrees are viewed as essential to better career opportunities and higher income. According to the Education Industry Statistical Report 2006, for the year 2006 the college admission rate was approximately 1 out of every 4.8 secondary school graduates. As a result, college entrance, especially entrance to elite universities, is exceedingly competitive in China.

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As a result of the compulsory “single child” policy of the PRC government, Chinese families channel their hopes for the next generation onto their only child and are generally willing to invest a substantial amount of their financial resources in their only child’s education to give their only child a competitive advantage in their bid for a good college education.

With the increase in disposable income, Chinese families are spending an even higher percentage of their disposable income investing in the future of their only child. Education expenditure as a percentage of GDP is expected to grow from 4.0% in 2005 to 4.5% in 2010, according to the China Education Human Resources Report of 2003. According to the China Education and Training Industry Research Report (2006 – 2007) from ResearchInChina, approximately RMB 841.9 billion (US$ 107.2 billion) was spent on education in China in 2005.

Increasing Importance of English Language Proficiency

Demand for English language training is expected to grow rapidly in China. According to the China Education and Training Industry Research Report (2006 – 2007) from ResearchInChina, the English language training market in China was valued at approximately RMB 15.0 billion (US$ 1.9 billion) in 2005 and is expected to grow to approximately RMB 30 billion (US$ 3.82 billion) in 2010, a CAGR of 14.9%. Approximately half of our courseware titles are currently devoted to English language learning.

English proficiency is tested as a major subject for admission to colleges and graduate schools in China. In addition, college students in many regions of China are required to pass a certain level of the College English Test, which is the English as a foreign language test in China, as a condition for earning a bachelor’s degree, and graduate students in many disciplines are required to pass an even higher level of the College English Test as a condition for earning a master’s degree. Furthermore, English has been included as one of the major subjects of entrance exams for admission to middle schools and high schools in many cities in China.

Demand for English language training is also fueled by Chinese students who travel overseas to pursue higher education and opportunities. To gain admission into colleges and graduate schools in the United States and many other countries, applicants typically must take standardized admissions and assessment tests that test English proficiency such as the TOEFL and IELTS, and other admissions and assessment tests such as SAT, LSAT, GMAT and GRE for admission into colleges, graduate schools or professional schools.

As more foreign companies establish a presence in China and as cross-border trade and business transactions increase, there is a growing demand for native Chinese speakers who are able to communicate effectively in English, the dominant language of international business. It is commonly accepted that those who are proficient in English can earn higher salaries and expect more career opportunities.

Fast and Increasing Adoption of New Technology in Learning

Consumers in China are generally quick to adopt new technologies in consumer products. According to Euromonitor, China was the world’s largest retail consumer electronics market by volume in 2006. In addition, with the increase in disposable income, consumer products such as DLDs have become more affordable.

First introduced in 2003, we believe DLDs are currently the main platform for interactive learning in the Chinese market. The growth of revenues from sales of DLDs has since outpaced the growth of GDP in China, with a CAGR of 41.7% from 2004 to 2006, according to CCID Consulting. According to the China ELP Market Research Report 2006 by CCID Consulting,

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approximately six million DLDs have been sold as of December 31, 2006, corresponding to approximately 3% of the total students enrolled in primary and secondary schools. Because of this low market penetration, we anticipate substantial growth in the DLD market. CCID Consulting projects DLD sales in China to grow at a CAGR of 20.8% from 2007 to 2009.

We believe the fast adoption of DLDs and the growing demand for DLDs are attributed to the ability of DLDs to present traditional education content in an engaging multimedia format at a pace and in the order selected by each individual student, creating a more tailored and more enjoyable teaching and learning environment. The portability of DLDs allows students the freedom to study at times and locations most convenient to them. We believe that the capability of DLDs to hold large amounts of content and the prospective ability of our DLDs to search practice questions will likely make them more effective than the traditional textbook based form of content presentation.

With the growth of Internet use and the improvement of online payment systems in China, online education and training programs represent an attractive growth market opportunity. According to the China Education and Training Industry Research Report (2005 – 2006), China’s online education market was valued at approximately RMB 14 billion (US$ 1.7 billion) in 2004 and is expected to grow to RMB 30 billion (US$ 3.7 billion) by 2007.

We believe the interactive learning market will continue to grow as more quality content is created for interactive learning and more devices across various platforms support interactive learning.

Our Strengths

We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:

Strong Education Content Development Capability.    We believe a strong education content development capability supported by ample development resources is key to competing effectively in our market. Our content is developed by a team of approximately 100 full-time and over 400 part-time producers, editors and graphic artists. We develop learning materials based on standardized textbooks and other print-based content we license from leading domestic and international publishers, including Oxford University Press, People’s Education Press, Foreign Language Teaching & Research Press and Riverdeep Interactive Learning Limited. Approximately 250 teachers and 16 education experts from our Teachers’ Alliance participate in the design of lesson plans for our courseware. Our proprietary NP-iTECH software provides the tool for our production team to efficiently assemble complex creative elements into completed titles. Our large collection of courseware titles provides us with a library of creative elements we can utilize in a variety of new and different courseware titles. Our access to these development resources has enabled us to build what we believe to be the largest collection of multimedia, interactive learning materials developed for the primary and secondary education market in China. We believe our development capability ensures that we will continue to provide our users with a large collection of quality education content, which distinguishes us from our competitors and contributes to the successful marketing and sales of our content.

Attractive and User-Friendly Content Delivery Platform.    We believe an attractive and user-friendly delivery platform for our interactive education content is critical to our success. Our content is currently embedded in or downloaded to our DLDs. Our DLDs are portable, battery- powered handheld devices that can be used anywhere, whether in or outside the classroom.

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Based on our proprietary NP-iTECH technology, our DLDs are designed to fully showcase our multimedia content, combining text, graphic, Flash animation, sound and video formats with user-friendly interfaces, such as hand-writing recognition capability. We constantly update our DLDs to capture the latest design trends popular among our student users. Compared to personal computers, our DLDs are more affordable and can be easily programmed to include only education content. We believe that these advantages, coupled with the portability, multimedia presentations and appealing designs, make our DLDs suited for delivering our interactive education content to primary and secondary school students.

Our Proprietary Technology.    Our DLD delivery platform is built on our proprietary NP-iTECH technology. As of June 30, 2007, we held five domestic patents and had eight domestic and one international pending patent applications, each related to our NP-iTECH technology. Our NP-iTECH operating software was designed with the objective of supporting multimedia education content development and display. After receiving basic training in our user-friendly NP-iTECH programming language, our content developers can program and assemble into complete courseware titles complex multimedia elements and interactive learning modules such as test grading mechanisms. Our multimedia content is played on our NEPlayer, a media player built on the NP-iTECH platform that supports and integrates mainstream multimedia formats such as MIDI, WAVE, MP3, Flash and MPEG4. Built as an open architecture, our NP-iTECH technology is highly scalable. In May 2006, we brought to market what we believe to be the first color DLDs. The open architecture allows our color DLDs to be built on an interchangeable platform with our black-and-white DLDs. It also allows easy integration with web-based and wireless-based technologies and future add-ons. In December 2006, utilizing NP-iTECH technology, we partnered with OKWAP to bring to market what we believe to be the first mobile-phone with digital learning content. In addition to the operating system embedded in our DLDs, our technology platform is compatible with the LINUX and WinCE operating systems, as well as various applications built for the LINUX or the WinCE environment. In the July 2007, we introduced to the Chinese market what we believe to be the first searchable practice question database that operates in DLDs. We believe our proprietary technology gives us an advantage over our competitors and allows us to efficiently develop more quality media-intensive and innovative content for multiple delivery platforms.

Extensive Geographic Coverage and Sales Network.    We have a large national sales network reaching across all provinces in China, except Tibet and Xinjiang. As of June 30, 2007, we had five branch sales offices in Beijing, Shanghai, Guangzhou, Chengdu and Harbin, 30 provincial distributors and 300 local distributors, covering over 8,500 points of sale and approximately 2,000 download centers. Our DLDs are available in bookstores, Noah-branded stores, electronic chain stores, department stores and mall-based kiosks, and are also promoted near school campuses during the school week. In addition, users can directly download our content to their DLDs and access other value-added services from our website, www.noahedu.com. We believe our extensive geographic coverage, our large sales network and our diverse sales channels allow us to effectively reach a wide range of targeted users.

Strong Brand Name.    We believe our leadership in the interactive education content market and our innovative technology have contributed to the broad recognition of our brand in China. In 2006, we were presented the awards of “Best Content Brand” and “Best Innovative Brand” by the China Education Newspaper. Also in 2006, we were ranked among the “Top 100 Asian Businesses” by the Red Herring Magazine and in 2005 we received the “Technology Fast 500 Asia Pacific Award” by Deloitte Touche Tohmatsu. Our standing in the digital information industry in 2006 was affirmed by CCID, a research branch of the Ministry of Information Industry of China, which named us “Successful Business of the Year.” In addition, our innovation in the field of mobile technology earned us the award of “China’s Best Mobile Learning Brand” by the

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Conference of China Mobile Communication Industry in December 2006. In 2005, China Product Quality Association recommended our proprietary technology to be listed as one of the technologies warranting top IP protection. In 2004, our brand was selected as China’s “Top Brand in Quality Measured in Consumer Satisfaction” by the People’s Daily, affirming the broad acceptance of our brand and consumer endorsement of the quality of our products. The broad recognition of our brand among consumers is also attributed to our large sales network and user base, our sales effort focused on building a consistent consumer image and our successful marketing efforts. In March 2006, we were selected to partner with the National Centre for Education Technology in the effort by the PRC Ministry of Education to experiment with digitally aided learning. We believe our continued involvement with this government effort will continue to enhance our brand.

Dedicated Management With Proven Execution Capability.    Our senior management team has an average of approximately nine years of experience in the digital learning industry and has led our development of multimedia, interactive content delivered through DLDs since April 2004, soon after the inception of the interactive digital learning market. Despite competition from other well-established companies, we were able to successfully bring to market quality interactive learning products, becoming the number one seller of DLDs and E-dictionaries in 2006 according to CCID Consulting, less than three years after we entered the market. In addition, from 2004 to June 30, 2007, we grew our sales and distribution network from 5,000 to over 8,500 points of sales. When we determined in the beginning of 2005 that the future of the interactive education market would be based on content offerings, we focused our efforts on becoming the largest interactive education content provider. By June 30, 2007, we had created approximately 28,000 courseware titles and developed online content and services. Our rapid growth in business is accompanied by similarly rapid growth in our revenues. We believe our outstanding track record demonstrates our ability to execute our business plans and seize market opportunities.

Our Strategies

Our goal is to become China’s leading brand in supplemental education content and services. We intend to leverage our competitive advantage to achieve this goal by pursuing the following strategies:

Increase Our Content and Service Offerings.    We believe our competitive advantages are attributable to, and will continue to depend on, the breadth and quality of our offerings of education content and services.

• Create more quality proprietary content.    We plan to leverage our existing team of developers and our alliance with experienced teachers and experts to create new courseware titles that are rich in multimedia content, complete and systematic in their coverage of basic education curricula, and responsive to changing textbooks and education methods. We also introduced our searchable practice question database in July 2007 with approximately 300,000 practice questions initially.

• Strengthen relationships with content providers.    We have entered into various strategic arrangements with domestic and international education content providers and publishers and we plan to continue to capitalize on these and other new strategic relationships with education content providers to constantly increase the breadth and depth of our quality courseware titles.

• Bring more innovative products to market.    We will continue to invest in research and development and bring to users better and more innovative content based on advanced technology.

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• Create tailored and customized content packages.    We offer basic packages of courseware titles, as well as premium packages that cater to the specific needs of individual students. We plan to continue to offer tailored and customized packages of content that address different levels of study, and bundle our premium titles, programs and services in a manner which will offer more choices to our users while maximizing our revenues.

• Provide post-secondary English language training.    The demand for English language training from college students and young professionals in China will continue to be strong. We have been providing, and will continue to provide, courseware titles for this market through our DLDs, and through the mobile phones we have developed with OKWAP and plan to develop with other potential partners.

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

• Expand our after-class tutoring programs.    In July 2007, we began offering after-class tutoring programs from two “Noah” branded centers in Chengdu, the capital city of Sichuan Province in the southwest of China. We plan to further expand our after-class tutoring programs and establish more “Noah” tutoring centers around China. While we are at the initial stage of developing the after-school tutoring centers, we believe our content, brand and education know-how will allow us to capture the growth opportunities and become a leader in this segment of the supplemental education market.

Diversify the Delivery Platforms for Our Content.    Our Linux and WinCE-based proprietary NP-iTECH software and search engine are scalable and have the potential to be used on a variety of platforms.

• DLD platform.    We have generated most of our content sales from the sales of DLDs and we expect to continue to generate most of our content sales from the DLD platform in the near future. We plan to continue to focus on the design and development of our DLDs to offer users the most innovative software and hardware features for the best value.

• Web platform.    In June 2006, we launched our website for downloading of our learning materials to DLDs, and have since enhanced our website to offer other features, such as online communities, chat rooms and bulletin boards. As Internet use continues to grow in China, we plan to gradually offer more content through our web platform, which may initially take the form of a web-based virtual DLD.

• Mobile Phone Platform.    In addition to our partnership with OKWAP, we signed in March 2007 an agreement with Shanghai Yu Hua Telecommunications Technology Co., Ltd. to develop mobile phones that will allow users to download education content. We plan to enter into partnerships with more mobile phone makers to capture growth opportunities in the large and growing mobile phone user market.

• Other Multi-Platform Development.    We are currently working on the compatibility of our proprietary NP-iTECH with a variety of Linux- and WinCE-based applications. Our goal is to integrate our technology with many other technological devices, including interactive entertainment consoles and personal digital assistants, in order to diversify the delivery platforms for our content.

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Expand Our Distribution Network in China and Enhance Our Brand Recognition.    Our goal is to expand our distribution network to 30 provinces, 300 cities and 2,500 counties in China and make our brand the most recognizable brand nationwide for supplemental education content and services. We plan to deepen our penetration of the existing markets by setting up retail points of sales and download centers in the smaller cities and counties in these markets, and we also plan to expand our geographic coverage in western, south-western and central China. As we diversify our delivery platforms and introduce new content and service offerings, we expect to reach a broader base of users. We intend to aggressively promote our brand as we enter into new geographic markets and reach new user bases, while at the same time maintaining a single, consistent brand and corporate image that represents quality and excellence across all our delivery and service platforms. We plan to raise our profile in the supplemental education market by continuing our collaboration and association with leading educational institutions. For example, we expect to broaden our partnership with the National Centre for Education Technology in the effort by PRC Ministry of Education to experiment with digitally aided learning.

Selectively Pursue Strategic Acquisitions.    While we currently do not have acquisition arrangements or proposals, as part of our strategy to expand our service offerings, we may pursue in the future strategic acquisitions in the tutoring and test preparation market and other supplemental education service markets. Through these strategic acquisitions, we seek to leverage our brand, content and education know-how to become a leader in China’s supplemental education market.

Our Content and Services

As of June 30, 2007, we had developed approximately 28,000 multimedia courseware titles. All of our courseware titles are presented in multimedia and interactive form, combining texts, graphics, audios, visuals and animations. The multimedia and interactive content provides an engaging and animated learning environment which we believe encourages students’ independent studies and enhances the students’ learning experience.

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

• Basic English Language Training Courseware Titles.    As of June 30, 2007, we had developed over 32 series of English language learning courseware, each based on a different series of textbooks. These titles constitute approximately half of our basic courseware titles. Of these, the titles developed for primary and secondary students are organized by semester and correspond to the English language curriculum typically taught in primary and secondary schools. The titles developed for college students and professionals are designed as preparation courses for standardized English aptitude tests. Test scores are used as measurements for English proficiency in a variety of situations where English proficiency is considered a prerequisite, including college graduation, entrance to master’s degree programs, employment opportunities or job promotions. For the year 2006, approximately half of our downloadable courseware titles were English language courseware titles.

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

• Premium Courseware Titles.    Our premium series is a collection of our finest courseware titles. These include video presentations on course subjects and test

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preparation classes by acclaimed teachers. These also contain bonus study materials on difficult course subjects and solutions to advanced level practice questions, with extensive illustrations in animation and other multimedia form.

• Practice Question Database.    In July 2007, we brought to market what we believe to be the first searchable practice question database on DLDs, with approximately 300,000 practice questions . These questions will initially focus on the subjects of mathematics, physics and chemistry. Each practice question will contain 24 searchable fields and links to solutions and related questions and courseware titles.

• Dictionaries.    We have licensed and compiled over 150 dictionaries, including 16 dictionaries related to the English language, 10 dictionaries related to other foreign languages and over 120 professional dictionaries on subjects including medicine, law and engineering. Portions of these dictionaries are presented with colorful interactive animations, dialogues and explanatory graphics.

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

• After-Class Tutoring Programs.    We began offering after-class tutoring programs to targeted primary and secondary school students in July 2007 from two “Noah” branded tutoring centers located in Chengdu, the capital city of Sichuan Province in the southwest of China. Our initial courses cover subjects such as Chinese, mathematics, English, physics and chemistry, which are taught by approximately 30 instructors who are teachers from the top schools in Chengdu.

Our content development is under the guidance of our Teachers’ Alliance, including approximately 250 teachers throughout China who are experts in their fields and 16 experts in education and multimedia content. We have contractual arrangements with the teachers and experts typically on a year-to-year basis that require them to advise on and directly participate in the creation of courseware and share with us their lesson plans.

Our content is created by approximately 100 full-time developers based in Shenzhen and Beijing and over 400 part-time developers. Our developers are divided into the following teams, each of which is responsible for their respective part of the development process:

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

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

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

We develop courseware titles based on standard textbooks and other print-based content that we license from leading domestic and international education content publishers, including

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Oxford University Press, People’s Education Press, Foreign Language Teaching & Research Press, Beijing Normal University Press and Riverdeep Interactive Learning Limited. These licenses allow us to increase the volume and quality of our content offerings within a shorter development time frame.

Our Content Delivery Platforms

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

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

We designed our DLDs to be compatible with the lifestyle of students. They can be used by students anywhere, whether in or outside the classroom. They are also more affordable compared to personal computers. In addition to upgrading our DLDs to incorporate our improved technologies, we also constantly introduce new DLD models to stay abreast of the latest design trends popular among our student users. We also use cartoon figures and other features to create a more user-friendly interface.

We sold our first DLD in March 2005. Since then, we have developed over 15 different DLD models and sold over 900,000 DLD units as of June 30, 2007. As with our DLDs, our dictionaries are embedded in or downloaded to our E-dictionaries. So far, we have developed over 12 models of E-dictionaries and have sold over 2 million units of E-dictionaries. According to CCID Consulting, for the year 2006, we sold the largest combined number of DLDs and E-dictionaries in China.

In December 2006, in an effort to diversify the delivery platforms for our content, we partnered with OKWAP, a Taiwan-based mobile phone maker, to bring to market what we believe to be the first mobile-phone with built-in digital learning content. These phones will allow users to download our searchable database, receive broadcasts of our courseware and access our other services.

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

Research and Development

Our research and development efforts are led by our senior management, six of whom hold engineering or related degrees. Our research and development team, located in our Shenzhen and Beijing research centers, consisted of approximately 160 engineers as of June 30, 2007. As of June 30, 2007, we hold eight domestic patents and have ten domestic and one international pending patent applications relating to the core aspects of our NP-iTECH and other technologies.

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

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

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

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

• NP-iTECH technology.    We will continue to develop our proprietary NP-iTECH platform, improve on the operating systems of our DLDs and E-dictionaries and increase the compatibility of our NP-iTECH software with LINUX and WinCE operating systems and applications operating in the LINUX or WinCE environment.

• Vertical Search Technology.    We will continue to explore the application of vertical search technology online and in hand held devices for educational uses.

• CAS and Mathematical Simulations.    We are currently experimenting with adding computer algebra system, or CAS, and mathematical simulation functions to our DLDs and other distribution platforms. CAS is a calculation tool that allows users to manipulate equations symbolically rather than numerically. The mathematical simulation function is a graphing tool that presents the effects of input variations in graphic form. We also plan to apply these functions to create simulations of science experiments. We believe these functions will make the studies of science a more intuitive process for our users.

Our research and development expenses were RMB 8.6 million, RMB 20.3 million and RMB43.5 million (US$5.7 million) for the fiscal years ended June 30, 2005, 2006 and 2007, respectively.

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Our Sales Network

We deliver our education content, products and services through an extensive physical network of 8,500 points of sales and 2,000 download centers covering all provinces in China, except Tibet and Xinjiang, as of June 30, 2007. These points of sales and download centers consist of bookstores, Noah-branded stores, electronics chain stores, department stores and mall-based kiosks. We also have an online network of approximately 460,000 registered users as of June 30, 2007. Through our online network, we facilitate the downloading of our content and updates, offer a portion of our content for sale and provide other value-added services. In addition to China, we also distribute our content and products to Hong Kong, South Korea, Malaysia and Turkey.

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

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

Our nationwide sales network is supported by a team of approximately 250 sales personnel and 300 service centers. Our sales personnel are responsible for selecting the provincial level whole-sale vendors and supporting the sales effort by these vendors and their retailers. In addition, our sales team is responsible for ensuring that each one of our points of sale strictly adhere to our Noah-branded appearance and services, including our requirements on the use of our trademarks, our color schemes, commercial and product placements, content of brochures and advertisements and manner of servicing our customers and users.

Marketing and Brand Promotion

We have a large user base, having sold over 900,000 DLDs as of June 30, 2007 since we launched our first DLD in March 2005. These users become our repeat customers and generate for us word-of-mouth referrals. As we expand our physical points of sales and download centers and our user base on our online network and mobile phone platform, we expect to increase our sales and our brand awareness.

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

Advertisements.    We have advertising arrangements with many Chinese national and local consumer media outlets, including television stations, newspapers (including school newspapers), campus billboards and leading Internet portals. We have advertising arrangements with over 100 television channels. We have a contract with a well-known television talk show host to act as our spokeswoman and appear in our commercials. We have also featured in our commercials three real-life users of our products who finished at the top of China’s exceedingly competitive college entrance exams.

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

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

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

Partnership with the National Centre for Education Technology.    In March 2006, we were chosen as the only interactive education content provider to partner with the National Centre for Education Technology in the Ministry of Education’s effort to experiment with digitally aided learning. Under the plan, we provide our content and our DLDs to 14 designated schools located in Beijing, Shenzhen, Guangdong Province, Sichuan Province and Shandong Province of China. We also help the teachers involved in the program teach with the aid of our content and DLDs. As a result, we are able to showcase our content and products, receive positive feedback from the studies and further raise the awareness of our brand and the quality of our content and our DLDs. We are actively promoting the program with the National Center for Education Technology and we believe that in the future we will be able to enroll more schools into the program and expand its geographic reach.

Raw Material Supplies and Manufacturing Arrangements

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

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

The principal suppliers for our key raw materials in 2006 were Shenzhen Jinghua Displays Co., Ltd., Nanjing Hwuary Liquid Crystal Display Technical Co., Ltd. and Jiangsu Shenlian Circuit Electronic Co., Ltd. We believe we do not depend on any one vendor since we have maintained multiple supply sources for each of our key raw materials.

Customer Support and Service

We offer toll-free telephone support for our users and potential customers from a call center staffed with eight personnel. We also offer our vendors technical support and maintenance for

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our applications and hardware from our workshops or on-site at our vendors’ places of business. Our products are typically sold with a one-year warranty for product defects.

Competition

The interactive education content market in China is rapidly evolving and very competitive. Some of our competitors who were present when we entered the market in 2004 no longer operate in this field and others have lost their dominant positions. According to CCID Consulting, as of the end of 2006, the top five companies accounted for approximately 80% of the DLD market. Also according to CCID Consulting, in 2006 and the first half of 2007, we were ranked No. 1 by revenue and by the combined number of DLDs and E-dictionaries sold, and No. 2 in 2006 and No. 1 in the first half of 2007 by revenue and by the number of DLDs sold, among interactive education content providers that distribute content through DLDs and E-dictionaries in China. Our main competitors in the DLD market include Shanghai Ozing Digital Technology Limited and Guangdong Bubugao Electronic Industry Limited. Our main competitors in the E-dictionaries market include Guangdong Bubugao Electronic Industry Limited and Global View Co., Ltd. We also compete indirectly with online education content providers, such as Beijing No. 4 Middle School Net and Hu Bei Province Huang Gang Middle School Net, and providers of interactive education content through CD-ROMs such as HUMAN Education & Technology Co., Ltd. and Guangdong Dongtian Culture Enterprise Co., Ltd.

Competition in the interactive education content industry is primarily based on brand recognition, quality and breadth of content and products and innovation. While many of our competitors may have more financial and other resources than we do, we believe that our well-known “Noah” brand, our extensive collection of approximately 28,000 courseware titles, and our content development capability give us a competitive advantage over our competitors.

Employees

We had 883 and 795 employees as of June 30, 2005 and 2006, respectively. As of June 30, 2007, we had 907 employees, including 159 engineers, 102 content developers and 527 sales and customer support staff, and 400 part-time content developers. In addition, as of June 30, 2007, we had contractual relationships with 250 teachers and 16 education experts in our Teachers’ Alliance.

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

We are required by applicable PRC regulations to contribute for our employees certain amounts, based on our employees’ aggregate salaries, to a pension contribution plan, a medical insurance plan, a housing fund, an unemployment insurance plan, a personal injury insurance plan and a maternity insurance plan. In the past, we made insufficient contributions to these funds and plans because of our misunderstanding of the complex rules and regulations, which were not applied uniformly across the cities in which we had employees. Although we have not been challenged by the relevant government authorities, we subsequently determined that our contributions were insufficient. We have since set aside provisions in the amount of RMB 1.3 million, RMB 2.9 million and RMB 5.7 million (US$ 0.7 million) as of June 30, 2005, 2006 and 2007, respectively, to cover the shortfall in past contributions. We have made the required payments in compliance with the applicable laws and regulations since July 2007.

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Intellectual Property

Our “Noah” brand and other intellectual property rights contribute to our competitive advantage in the interactive education content industry in China. As of June 30, 2007 we had a total of three registered trademarks and 21 trademarks pending registration in China, including “Noah” and “NP-iTECH.” We have registered our primary domain name www.noahedu.com and 21 additional domain names. As of June 30, 2007, we held five domestic patents and have eight domestic and one international pending patent applications relating to the core aspects of our NP-iTECH technology. In addition, we also hold three domestic patents and have two domestic patent applications relating to other technologies. We have also obtained copyright protections for our key proprietary software.

In order to develop and market new content and services, we are required to obtain licenses from third parties from time to time. For example, we currently have arrangements with domestic education content providers and publishers such as People’s Education Press, Foreign Language Teaching & Research Press and Beijing Normal University Press and overseas education content and dictionary providers and publishers such as Oxford University Press, Pearson Education Asia Limited and Riverdeep Interactive Learning Limited, or their respective authorized local publishers, to develop and distribute localized versions of books or E-dictionaries in China. There can be no assurance that we will be able to continue to obtain licenses on commercially reasonable terms or at all or that rights granted under any licenses will be valid and enforceable.

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

Facilities

Our headquarters are located in Shenzhen, China, where we own approximately 1,500 square meters of office space. As of June 30, 2007, our offices in five cities in China, namely Shanghai, Beijing, Chengdu, Guangzhou and Harbin, occupied an aggregate of approximately 3,000 square meters of leased space.

Legal Proceedings

From time to time, we are subject to legal proceedings, investigations and claims incidental to the conduct of our business. We are not currently a party to any legal proceeding or investigation that, in the opinion of our management, is likely to have a material adverse effect on our business or financial condition.

Innovative Noah, our wholly owned subsidiary, was alleged to have infringed the trademark “Juwuba,” meaning extremely big in Chinese, registered by Beijing Anneng North Technology Service Co., Ltd, or Anneng. The Haidian Sub-bureau of the Beijing Administration for Industry and Commerce determined in October 2006 that Innovative Noah infringed this trademark and ordered Innovative Noah to discontinue the use of the trademark. The bureau also ordered 119 electronic dictionaries bearing the trademark to be confiscated. In November 2006, Anneng filed a civil lawsuit against Innovative Noah based on an alleged infringement of the same trademark with the Beijing First Intermediate People’s Court. Anneng claimed RMB 500,000 damages and

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costs of the proceeding from Innovative Noah. In April 2007, the court awarded Anneng damages in the amount of RMB 400,000. Innovative Noah appealed the judgment in May 2007 arguing that its use of “Juwuba” was descriptive and not in the trademark sense, and that Anneng did not suffer any damages because Anneng itself was an assignee of the trademark who had not used the trademark prior to the alleged infringement. The lawsuit was subsequently settled.

In April 2006, Xiangguo Information Technology (Shanghai) Co., Ltd., Xiangguo International Electronic Technology (Shanghai) Co., Ltd. and Tianjin Beibeijia Technology Development Co., Ltd., filed a lawsuit with the Changsha Intermediate People’s Court against Innovative Noah and other third parties for alleged infringement of a patent in relation to the production and sale of Bei Bei Recity Belt, a posture-correcting school bag. The plaintiff asked for the destruction of all inventory and damages in the amount of RMB 2,000,000. Innovative Noah had purchased these bags and gave them out as gifts to customers in its promotional events and did not produce or sell these products. In July 2006, Innovative Noah submitted its defense explaining that Innovative Noah obtained the products from a lawful supply channel without prior knowledge of any infringement, agreeing to discontinue the distribution of the products and denying responsibility for damages sought by the plaintiffs. As of the date of this prospectus, the case remains pending.

In October 2005 and December 2006, Beijing Ren’ai Educational Institution commenced two separate proceedings at the Beijing First Intermediate People’s Court against Innovative Noah for alleged infringement of Beijing Ren’ai’s copyright in its textbooks and recorded pronunciations of English words used by Innovative Noah on its website. For reasons unknown to us, Beijing Ren’ai voluntarily withdrew its first claim in December 2006 and its second claim in February 2007. In July 2007, Beijing Ren’ai commenced new legal proceedings at the Beijing Haidian District People’s Court against Innovative Noah on substantially the same grounds and claimed RMB 500,000 as compensation. As of the date of this prospectus, these new proceedings remain pending.

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

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

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REGULATION

Internet-Related Regulations

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

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

Set forth below are the licenses relevant to our business:

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

• Noah Zhi Yuan is required and has obtained a value-added telecommunications business license issued by the Department of Information Industry of Guangdong Province in accordance with the PRC Telecommunication Rules. This license is valid from August 8, 2006 till August 8, 2011.

• Certain aspects of our online service offerings may be construed as an Internet electronic bulletin board service, which require a license from the Department of Information Industry of Guangdong Province under the PRC Provisions on the Administration of Internet Electronic Bulletin Board Services. Noah Zhi Yuan has applied for but has yet to receive this license in connection with its application for an Internet content provider license.

• Noah Zhi Yuan is required to obtain an Internet culture business license from the Ministry of Culture in accordance with the PRC Interim Provisions on the Administration of Internet Culture. Noah Zhi Yuan has applied for but has yet to receive this license.

• Under the PRC Provisional Regulation on Administration of Internet Publication, Noah Zhi Yuan is required to obtain the approval from the General Administration of Press and Publication for any Internet publication activities. Noah Zhi Yuan has applied for but has yet to receive the approval.

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Regulations on Private Schools

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

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

Regulations on Foreign Currency Exchange

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

On October 21, 2005, SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-raising and Reverse Investment Activities of Domestic Residents

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

Regulations on Dividend Distribution

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

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

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

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

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

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

Regulation on Overseas Listing

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

While the application of the new regulations remains unclear, we believe, based on the advice of our PRC counsel, Zhong Lun Law Firm, that CSRC approval is not required in the context of this offering based on their interpretation of the new regulations and other existing

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regulations. See “Risk Factors—Risks Related to Doing Business in China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering under a recently adopted PRC regulation. The new regulation also establishes more complex procedures for acquisitions conducted by foreign investors which could make it more difficult to pursue growth through acquisitions.”

Regulations on Shareholder Loans

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

Regulations on Copyright

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

Regulations on Patents

Registration and application of patents relating to inventions, utility models and designs may be made at the Administrative Department of Patent under the State Council (State Intellectual Property Office) in accordance with the PRC Patent Law and its implementation rules. The duration of a patent for inventions is 20 years and the duration of a patent for utility models and designs is 10 years, each from the date of filing. Any contract on licensing the use of a patent concluded between the patent holder and the user must be submitted to the State Intellectual Property Office for filing within three months of the date the contract became effective.

Regulations on Trademarks

The PRC Trademark Law and its implementation regulations provide protection to holders of registered trademarks and trade names. The Trademark Office under the authority of the SAIC handles trademark registrations, which have 10 year terms. Trademark license agreements must be filed with the Trademark Office or its regional offices.

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MANAGEMENT

Executive Officers and Directors

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

Name	Age	Position/Title
Dong Xu	41	Chairman and Chief Executive Officer
Trevor Choi	37	Chief Financial Officer
Benguo Tang	42	Director and Chief Operating Officer
Xiaotong Wang	45	Director and Chief Technology Officer
Xianquan Xiao	41	Director and Vice President, Sales
Conrad Kwong Yue Tsang	35	Director
Guangnan Ni	67	Independent Director
Xiao Chen	44	Independent Director
Rick Chen	37	Executive Vice President
Wei Zheng	47	Vice President, Research and Development
Dingjian Liu	38	Vice President, Marketing
Ruchun Zhang	42	Board Secretary
Ming Ouyang	31	Vice President, Content Development

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

Mr. Trevor Choi has served as our chief financial officer since June 2005. From April 2004 to June 2005, Mr. Choi served as financial controller for Sichuan Kelun Pharmaceutical Company Limited. Mr. Choi was trained as an accountant with PricewaterhouseCoopers, where he worked from December 1996 to December 2003 and progressed from an associate to manager. He is an Australian Certified Public Accountant and an associate member of the Hong Kong Institute of Certified Public Accountants. Mr. Choi has a bachelor’s degree in business and economics (accounting) from Monash University, Australia.

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

Mr. Xiaotong Wang is a founder of our company and serves as a member of our board of directors and as our chief technology officer. In April 2004, Mr. Wang helped form our company to market and distribute advanced interactive educational content. From 1999 to 2004, Mr. Wang

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was an executive officer of Shenzhen Noah Industrial Co., Ltd., which focused on the design, production and distribution of translation devices. From 1996 to 1998, Mr. Wang served as a vice general manager of Hubei Xiangfan Tianhui Medical Instrument Company Limited. Prior to that, Mr. Wang served as a senior engineer & manager in Yimeida Electronic Co., Ltd. and was primarily responsible for electronic products and software. Mr. Wang has a master’s degree in precision instruments from Tianjin University, China.

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

Mr. Conrad Kwong Yue Tsang has served as a member of our board of directors since February 2005. Mr. Tsang is currently a Principal with Baring Private Equity Asia, where he has led or participated in thirteen of the firm’s investments primarily in Greater China since joining the firm in 2000. He is currently the vice chairman of the PRC Committee of Hong Kong Venture Capital and Private Equity Association. Mr. Tsang also currently serves on the boards of Hidili Industry, Pansoft Group, and Minsheng Education. From 1998 to 1999, Mr. Tsang was with the Equity Research Department of Merrill Lynch (Asia Pacific) Limited, covering the regional media and Hong Kong retail sectors. Prior to that, he was with Peregrine Fixed Income Limited. Mr. Tsang received his master’s degree in management studies from the University of Oxford, United Kingdom. He graduated from Imperial College of Science, Technology and Medicine, University of London, United Kingdom with a first class honors degree in electrical and electronic engineering.

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

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

Mr. Rick Chen has served as our executive vice president since September 2007 after joining us as vice president, finance, in June 2007. Prior to joining us, Mr. Chen was an account partner at IBM Global Business Services, China. From 2005 through 2006, Mr. Chen worked for

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Bearing Point, where he served as its head of sales, marketing and alliances for the Greater China region. Prior to that, Mr. Chen worked for Microsoft Corporation in Redmond, where he served first as the senior manager of .NET business development and then as director in charge of developing partnerships with Chinese software companies. Prior to joining Microsoft in 2000, Mr. Chen was a co-founder and CFO of Sageport Inc., a Seattle-based Internet company targeting seniors. Mr. Chen has a bachelor of science degree from the University of North Alabama and a master of science degree in finance from Boston College.

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

Mr. Dingjian Liu has served as our vice president, marketing, since March 2005. Mr. Liu was the head of planning for Guangdong Ping Cheng Advertising Limited, responsible for advertising strategy and brand consulting from 2002 to 2005. From 1991 to 2001, Mr. Liu worked in a subordinate organisation of the Guangdong Provincial government. Mr. Liu has a bachelor’s degree in laws degree from Beijing Media University and is currently studying towards a Tsinghua University-Australian National University EMBA.

Mr. Ruchun Zhang has served as our board secretary since March 2007. Prior to that Mr. Zhang had served in various capacities in our company and in Noah Industrial since 2000, the last of which was as vice president, product planning. Mr. Zhang has a bachelor’s degree in engineering physics degree from Tsinghua University, China.

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

Employment Agreements

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

The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during his or her employment with us and to assign all right, title and interest in them to us, and assist us in

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obtaining patents, copyrights and other legal rights for these inventions, designs and trade secrets. In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and one year following the termination or expiry of such employment agreement. Specifically, each executive officer has agreed not to (i) approach our clients, customers or contacts or other persons or entities introduced to the executive officer for the purpose of doing business with such person or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services as a director for any of our competitors, or engage, whether as principal, partner, licensor or otherwise, in any business which is in direct or indirect competition with our business; or (3) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination.

See “Description of Share Capital—Differences in Corporate Law—Indemnification.”

Board of Directors

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

Cayman Islands law does not require our directors to be independent. We intend to comply with the New York Stock Exchange requirement that our board comprise of a majority of independent directors within one year of our listing.

Committees of the Board of Directors

Prior to the closing of this offering, we intend to establish three committees under the board of directors: the audit committee, the compensation committee and the corporate governance and nominating committee. We also intend to adopt a charter for each of the three committees prior to the closing of this offering. Each committee’s members and functions are described below.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Duties of Directors

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

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

Terms of Directors and Officers

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

Compensation of Directors and Executive Officers

For the fiscal year ended June 30, 2007, we paid an aggregate of approximately RMB1,743,000 (US$229,000) in cash to our executive officers, and we did not pay any compensation to our non-executive directors.

Share Incentives

2006 Equity Compensation Plan. In October 2006, our board of directors and shareholders adopted an equity compensation plan that provides for the issuance of options to certain of our employees to purchase up to 736,721 of our ordinary shares. Pursuant to the equity compensation plan, we issued 736,721 ordinary shares to Master Topful Limited, a company controlled by us through Xianquan Xiao, our vice president, sales. In October 2006, Master Topful Limited granted options to 104 of our employees to purchase shares in Master Topful that entitle them, indirectly through Master Topful, to economic rights in a total of 505,937 of our ordinary shares at an exercise price of US$ 2.9439 per share. These options are subject to vesting periods. If exercised, the shares cannot be transferred prior to the completion of our initial public offering. In June 2007, we terminated this equity compensation plan and repurchased the 736,721 shares issued to Master Topful, and the options granted by Master Topful were canceled and, except for options that have been terminated or forfeited, replaced by options directly issued by us under our 2007 share incentive plan.

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2007 Share Incentive Plan.    In June 2007, we adopted our 2007 share incentive plan, which provides for the issuance of options to purchase up to 1,073,672 shares, or 10% of our ordinary shares then outstanding.

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

• options to purchase our ordinary shares;

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

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

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

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

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

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

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

Exercise Price and Term of Awards.    In general, the plan administrator determines the exercise price of an award and sets forth the price in the award agreement. The exercise price may be fixed or variable price related to the fair market value of our ordinary shares. However, ISOs may not be granted to any individual if the fair market value of the shares underlying such ISOs that are exercisable in any calendar year exceeds US$100,000 or other limitations imposed

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by law. Also, if we grant an ISO to an employee, who, at the time of that grant, owns shares representing more than 10% of the voting power of all classes of our share capital, the exercise price cannot be less than 110% of the fair market value of our ordinary shares on the date of that grant.

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

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

The following table summarizes, as of the date of this prospectus, the outstanding options granted under our 2007 share incentive plan to several of our directors and executive officers and to other individuals as a group.

Name	Ordinary Shares Underlying Options Granted	Exercise Price (US$/Share)	Date of Grant	Date of Expiration of Vesting Period
Xianquan Xiao	101,916	2.9439	June 30, 2007	December 31, 2008
	169,768	2.9439	June 30, 2007	Closing date of this offering
Guangnan Ni	1,000	12.2840	July 6, 2007	June 30, 2010
Xiao Chen	1,000	12.2840	June 30, 2007	June 30, 2010
Wei Zheng	86,628	2.9439	June 30, 2007	December 31, 2008
	30,575	—	June 30, 2007	Closing date of this offering
Dingjian Liu	15,287	2.9439	June 30, 2007	December 31, 2008
Ruchun Zhang	10,192	2.9439	June 30, 2007	December 31, 2008
Rick Chen	58,920	7.7438	June 30, 2007	June 30, 2010
Ming Ouyang	10,192	2.9439	June 30, 2007	December 31, 2008
93 individuals as a group	251,243	2.9439	June 30, 2007	December 31, 2008

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PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our ordinary shares, assuming conversion of all of our preference shares into ordinary shares, as of the date of this prospectus, by:

• each of our directors and executive officers;

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

• each selling shareholder.

We have determined beneficial ownership in accordance with the rules of the SEC. We have based our calculation of the percentage of beneficial ownership on 13,997,702 ordinary shares outstanding as of the date of this prospectus, assuming conversion of all of our preference shares into ordinary shares, and              ordinary shares outstanding upon completion of this offering, assuming the underwriters do not exercise their option to purchase additional shares. In computing the number of ordinary shares beneficially owned by a person and the percentage ownership of that person, we deemed outstanding ordinary shares subject to options held by that person that are currently exercisable or exercisable within 60 days after the date of this prospectus. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

See “Description of Share Capital—History of Securities Issuances” for a discussion of how these shareholders obtained our ordinary shares. Other than as disclosed in “Related Party Transactions—Private Placements,” none of the selling shareholders has had a material relationship with us.

	Ordinary Shares Beneficially Owned Prior to This Offering		Ordinary Shares Being Sold in This Offering		Shares Beneficially Owned After This Offering
	Number	%	Number	%	Number	%
Directors and Executive Officers(1):
Dong Xu(2)	4,058,405	29.0
Trevor Choi	—	—
Benguo Tang(3)	2,705,604	19.3
Xiaotong Wang(4)	2,254,670	16.1
Xianquan Xiao(5)	928,982	6.5
Conrad Kwong Yue Tsang(6)	2,243,113	16.0
Guangnan Ni	—	—
Xiao Chen	—	—
Wei Zheng(7)	56,563	*
Dingjian Liu(8)	4,586	*
Ruchun Zhang(9)	3,058	*
Rick Chen	—	—
Ming Ouyang(10)	3,058	*
All Directors and Executive Officers as a Group	12,258,039	85.8
Principal and Selling Shareholders:
Jointly Gold Technologies Ltd.(11)	4,058,405	29.0
Baring Asia II Holdings (22) Limited(12)	2,243,113	16.0
First Win Technologies Ltd.(13)	2,705,604	19.3
Global Wise Technologies Ltd.(14)	2,254,670	16.1
Lehman Brothers Commercial Corporation Asia Limited(15)	1,266,033	9.0
Dynamic View Investments Limited(16)	705,708	5.0
Gallop Jumbo International Limited(17)	478,952	3.4

* Less than 1%

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(1) The business address of our directors and executive officers, except for Mr. Conrad Tsang, is c/o Noah Education Holdings Ltd., 10th, Floor B Building, Futian Tian’an Hi-Tech Venture Park, Futian District, Shenzhen, Guangdong, People’s Republic of China.

(2) Includes 4,058,405 ordinary shares held by Jointly Gold Technologies Ltd., a British Virgin Islands limited liability company affiliated with Mr. Xu.

(3) Includes 2,705,604 ordinary shares held by First Win Technologies Ltd., a British Virgin Islands limited liability company affiliated with Mr. Tang.

(4) Includes 2,254,670 ordinary shares held by Global Wise Technologies Ltd., a British Virgin Islands limited liability company affiliated with Mr. Wang.

(5) Includes 705,708 ordinary shares held by Dynamic View Investments Limited, a British Virgin Islands limited liability company, of which Mr. Xiao is the sole director. The shareholders of Dynamic View are Mr. Xiao and seven of our other employees, namely Ruchun Zhang, Baolin Xu, Longxi Liu, Xiaodong Ji, Yong Liu, Fei Zhao and Shun’an Guo. Mr. Xiao disclaims beneficial ownership in the shares held by Dynamic View except to the extent of his pecuniary interest therein. These shares also include 223,274 ordinary shares issuable upon exercise of options held by Mr. Xian that are exercisable within 60 days after the date of this prospectus.

(6) Includes 2,243,113 ordinary shares issuable upon conversion of 2,243,113 preference shares held by Baring Asia II Holdings (22) Limited, a company incorporated in the British Virgin Islands. Mr. Tsang is a board representative of Baring Asia II Holdings (22) Limited. Mr. Tsang disclaims beneficial ownership of all of our shares held by the investment entities affiliated with Baring Asia II Holdings (22) Limited except to the extent of his pecuniary interest therein. The business address of Mr. Tsang is 39^th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong.

(7) Represents 56,563 ordinary shares issuable upon exercise of options held by Mr. Zheng that are exercisable within 60 days after the date of this prospectus.

(8) Represents 4,586 ordinary shares issuable upon exercise of options held by Mr. Liu that are exercisable within 60 days after the date of this prospectus.

(9) Represents 3,058 ordinary shares issuable upon exercise of options held by Mr. Zhang that are exercisable within 60 days after the date of this prospectus.

(10) Represents 3,058 ordinary shares issuable upon exercise of options held by Mr. Ouyang that are exercisable within 60 days after the date of this prospectus.

(11) Jointly Gold Technologies Ltd., a company incorporated in the British Virgin Islands, is affiliated with Dong Xu. The registered address of Jointly Gold Technologies Ltd. is Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola British Virgin Islands.

(12) Includes 2,243,113 ordinary shares issuable upon conversion of 2,243,113 preference shares held by Baring Asia II Holdings (22) Limited, which is incorporated solely for the purpose of holding shares in our company for the benefit of the entities that comprise The Baring Asia Private Equity Fund II (“Fund II”). The voting and investment power over the shares owned by Baring Asia II Holdings (22) Limited is exercised by the investment committee of Baring Asia Fund II (GP) LP, the sole general partner of Fund II. This investment committee is comprised of Jean Eric Salata, Gordon Shaw Sun Kan and Christopher Brotchie, each of whom disclaims beneficial ownership of all of our shares held by Baring Asia II Holdings (22) Limited, except to the extent of their pacuniary interest therein. The address of Baring Asia II Holdings (22) Limited is P.O. Box 431, 13-15 Victoria Road, St. Peter Port, Guernsey, Channel Islands, GY1 3XD, United Kingdom.

(13) First Win Technologies Ltd., a company incorporated in the British Virgin Islands, is affiliated with Benguo Tang. The registered address of First Win Technologies Ltd. is Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola British Virgin Islands.

(14) Global Wise Technologies Ltd., a company incorporated in the British Virgin Islands, is affiliated with Xiaotong Wang. The registered address of Global Wise Technologies Ltd. is Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola British Virgin Islands.

(15) Includes 814,057 ordinary shares issuable upon conversion of 814,057 preference shares held by Lehman Brothers Commercial Corporation Asia Limited, a company incorporated in Hong Kong, SAR, China. Lehman Brothers Commercial Corporation Asia Limited is an indirect subsidiary of Lehman Brothers Holdings Inc., a company listed on the New York Stock Exchange. The business address of Lehman Brothers Commercial Corporation Asia Limited is Two International Finance Center, 26^th Floor, 8 Finance Street, Central, Hong Kong.

(16) The sole director of Dynamic View Investments Limited, a company incorporated in the British Virgin Islands, is Xianquan Xiao. The shareholders of Dynamic View are Mr. Xiao and seven of our other employees, namely Ruchun Zhang, Baolin Xu, Longxi Liu, Xiaodong Ji, Yong Liu, Fei Zhao and Shun’an Guo. The registered address of Dynamic View Investments Limited is Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola British Virgin Islands.

(17) Gallop Jumbo International Limited is affiliated with Li Ma. The business address of Gallop Jumbo International Limited is Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola British Virgin Islands.

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As of the date of this prospectus, none of our outstanding Series A preference shares or ordinary shares is held by record shareholders in the United States. Lehman Brothers Commercial Corporation Asia Limited has represented to us that it is affiliated with a registered broker-dealer. All of our other shareholders have represented to us that they are not affiliated with registered broker-dealers.

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

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RELATED PARTY TRANSACTIONS

Contractual Arrangements with Noah Zhi Yuan and Its Shareholders

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

Private Placements

On July 6, 2004, we sold 3,260,981 Series A preference shares at a purchase price of US$ 4.91 per share to Baring Asia II Holdings (22) Limited or Baring Asia, which purchased 3,057,170 shares, and Alpha Century Assets Limited, which purchased 203,811 shares. Each of the purchasers was an unrelated third party prior to the issuance and sale of the Series A preference shares. The value of the Series A preference shares was determined based on arm’s-length negotiations between the purchasers and us and was approved by our board of directors. The Series A preference shares are convertible into our ordinary shares at the option of their holders at any time before the completion of this offering. Each preference share will automatically convert into one ordinary share upon the closing of this offering.

On March 16, 2007, certain of our ordinary shareholders and Baring Asia completed a sale of 451,976 ordinary shares and 814,057 Series A preference shares, respectively, to Lehman Brothers Commercial Corporation Asia Limited at a purchase price of US$ 5,000,000 and US$ 10,000,000, respectively. In addition, we granted a warrant to Lehman Brothers to purchase up to a certain number of our newly issued ordinary shares at any time during a one-year period commencing six months after our initial public offering. The exercise price of the warrant is based on the average market closing price of our shares for the 20 consecutive trading days immediately prior to the exercise date. The number of shares Lehman Brothers is entitled to purchase under the warrant is equal to US$ 7,500,000 divided by the exercise price, rounded up to the nearest whole number.

On April 13, 2007, three of our ordinary shareholders, Jointly Gold Technologies Ltd., First Win Technologies Ltd. and Global Wise Technologies Ltd., sold an aggregate of 81,406 ordinary shares to Great Joy Group Limited at a total purchase price of US$ 1,000,000.

Shareholders’ Agreement

In connection with our issuance of warrants and the sale by certain of our shareholders of ordinary shares and preference shares in March 2007, we and our shareholders entered into an Amended and Restated Shareholders’ Agreement, which amended and restated the shareholders agreements we had previously entered into with the investors of our Series A preference shares. Under this shareholders’ agreement, the maximum number of persons

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comprising our and our subsidiaries’ boards of directors is six, including the following: one person nominated by the majority of the preference shareholders, four persons are to be nominated by a group of our shareholders consisting of (a) companies controlled by Messrs. Dong Xu, Benguo Tang, Xiaotong Wang and Xianquan Xiao and (b) Master Topful Limited and Gallop Jumbo International Limited, and one person is to be nominated by a unanimous resolution of all our shareholders. The preference shareholders have preemptive rights with respect to any issuance of securities by us, subject to certain exceptions, including our issuance of securities in connection with this offering. Our preference shareholders are also entitled to certain rights, such as registration rights under the shareholders’ agreement. Except for the registration rights, the shareholders’ agreement will terminate automatically upon the closing of this offering.

Legal Reorganization

In April 2004, in connection with the incorporation of our offshore holding company and in anticipation of our acquisition of assets of the translation device business of Shenzhen Noah Industrial Co., Ltd., or Noah Industrial, we issued at the par value of US$0.0001 per share: (1) 2,850,000 ordinary shares (one of which was satisfied by the transfer of the subscriber share) to First Win Technologies Ltd., a company controlled by Benguo Tang, (2) 4,275,000 ordinary shares to Jointly Gold Technologies, Ltd., a company controlled by Dong Xu, (3) 2,375,000 ordinary shares to Global Wise Technologies Ltd., a company controlled by Xiaotong Wang, and (4) 500,000 ordinary shares to Gallop Jumbo International Limited, a company controlled by Li Ma. In April 2004, we also issued 736,721 ordinary shares at par value to Dynamic View Investments Limited, a company of which Xianquan Xiao, our vice president, sales, is currently the sole director. The shareholders of Dynamic View are Mr. Xiao and seven of our other employees.

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

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

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

In September 2005, Benguo Tang entered into a share transfer agreement with New Noah pursuant to which Mr. Tang transferred 10% of the equity interest in Chengdu Noah Electronic Co., Ltd., or Chengdu Noah, to New Noah for RMB 1 million. Concurrently, New Noah entered into a share transfer agreement with Noah Industrial, pursuant to which Noah Industrial transferred all of its equity interest (90%) in Chengdu Noah to New Noah for RMB 9 million. In December 2005, New Noah agreed to transfer all of its equity interest in Chengdu Noah back to Mr. Tang and Noah Industrial for RMB 1 million and RMB 9 million, respectively, and the

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transfer was completed in September 2006. We had acquired the Chengdu Noah equity initially to enhance our research and development capability but resold the equity after we determined that Chengdu Noah’s focus did not fit our business plans.

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

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

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

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

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

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

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

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

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

Transactions with Noah Zhi Yuan

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

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

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Equity Compensation Plan

Pursuant to our 2006 equity compensation plan, 736,721 shares were issued to Master Topful on October 26, 2006. In June 2007, we terminated our 2006 plan and implemented our 2007 equity compensation plan. Master Topful was controlled by us through Xianquan Xiao, our director and vice president of sales. See “Management—Share Incentives.”

Advances to Related Parties

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

Distributorships

Our distributors include (1) Chengdu Nuo Ya Wei Ye Trading Co., Ltd., a company that was controlled by Xianquan Xiao, our vice president, sales, and (2) Shanghai Ke Sheng Trading Co., Ltd., a company that was held by Xianquan Xiao and Xiaotong Wang, our director and chief technology officer. Chengdu Nuo Ya Wei Ye ceased to be our related party when Xianquan Xiao transferred his equity interests in Chengdu Nuo Ya Wei Ye to a unrelated party in late 2006. Shanghai Ke Sheng was dissolved in late 2006.

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

	Year ended June 30,
Name of related party	2005	2006	2007	2007
	(RMB)	(RMB)	(RMB)	(US$)
	(in thousands)
Chengdu Nuo Ya Wei Ye	12,074	31,763	18,440	2,422
Shanghai Ke Sheng	15,169	213	—	—

Employment Agreements

See “Management—Employment Agreements.”

Related Party Transaction Policy

We intend to adopt an audit committee charter and a related party transaction policy, effective upon the closing of this offering, that require the audit committee to review all related party transactions on an ongoing basis and all such transactions to be approved by the committee.

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DESCRIPTION OF SHARE CAPITAL

We are a Cayman Islands company and our affairs are governed by our memorandum and articles of association and the Companies Law (2007 Revision) of the Cayman Islands, which is referred to as the Companies Law below.

As of the date hereof, our authorized share capital consists of 500,000,000 shares, comprised of (i) 300,000,000 ordinary shares with a par value of US$ 0.0001 each, of which 10,736,721 shares are issued and outstanding; (ii) 200,000,000 Series A preference shares authorized, of which 3,260,981 are issued and outstanding, with a par value of US$ 0.0001 each. All of our issued and outstanding Series A preference shares will automatically convert into 3,260,981 ordinary shares automatically upon the closing of this offering.

Upon the closing of this offering, we will adopt an amended and restated memorandum and articles of association, which will replace the current memorandum and articles of association in its entirety. The following are summaries of material provisions of our proposed amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares that we expect will become effective upon the closing of this offering.

Ordinary Shares

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

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

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

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

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

Transfer of Shares.    Subject to the restrictions of our memorandum and articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary

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shares by an instrument of transfer in the usual or common form or any other form approved by our board.

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

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

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

Redemption of Shares.    Subject to the provisions of the Companies Law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by special resolution.

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

Inspection of Books and Records.    Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See “Where You Can Find Additional Information.”

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

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

History of Securities Issuances

The following is a summary of securities issuances by us and share transfers among our existing shareholders during the past three years.

Ordinary shares.    In April 2004, in connection with the incorporation of our offshore holding company and in anticipation of our acquisition of assets of the translation device

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business of Shenzhen Noah Industrial Co., Ltd., or Noah Industrial, we issued at the par value of US$0.0001 per share: (1) one share (subscriber share) to Elisa Gatti that was subsequently transferred to First Win Technologies Ltd., a company controlled by Benguo Tang, (2) 2,849,999 ordinary shares to First Win Technologies Ltd., (3) 4,275,000 ordinary shares to Jointly Gold Technologies, Ltd., a company controlled by Dong Xu, (4) 2,375,000 ordinary shares to Global Wise Technologies Ltd., a company controlled by Xiaotong Wang, and (5) 500,000 ordinary shares to Gallop Jumbo International Limited, a company controlled by Li Ma. Noah Industrial, whose shareholders were Benguo Tang, Dong Xu, Xiaotong Wang and Li Ma, waived our payment of the RMB 65.3 million agreed book value for the acquisition, which was substantially completed in July 2004.

In April 2004, we also issued 736,721 ordinary shares at par value to Dynamic View Investments Limited, a company of which Xianquan Xiao, our vice president, sales, is currently the sole director. The shareholders of Dynamic View are Mr. Xiao and seven of our other employees.

Preference Shares.    On July 6, 2004, we sold an aggregate of 3,260,981 Series A preference shares at a purchase price of US$ 4.91 per share to Baring Asia II Holdings (22) Limited, which purchased 3,057,170 shares, and Alpha Century Assets Limited, which purchased 203,811 shares. Each preference share will automatically convert into one ordinary share upon the closing of this offering. At the same time, we issued a warrant to Baring Asia II Holdings (22) Limited to purchase an additional 509,528 Series A preference shares at an exercise price of US$5.8878 per share. This warrant has expired and was not exercised.

Share Transfers.    On April 19, 2004, the one subscriber share held by Elisa Gatti was transferred to First Win Technologies Ltd. On March 16, 2007, certain of our ordinary shareholders and Baring Asia II Holdings (22) Limited completed a sale of 451,976 ordinary shares and 814,057 Series A preference shares, respectively, to Lehman Brothers Commercial Corporation Asia Limited, at a purchase price of US$ 5,000,000 and US$ 10,000,000, respectively. In addition, we granted a warrant to Lehman Brothers to purchase up to a certain number of newly issued ordinary shares of our Company at any time during a one-year period commencing six months after our initial public offering. The calculation of the exercise price, which is set forth in the warrant, is based on the average market closing price of our shares for the 20 consecutive trading days immediately prior to the exercise date. The number of shares Lehman Brothers is entitled to purchase under the warrant is equal to US$ 7,500,000 divided by the exercise price, rounded up to the nearest whole number.

On April 13, 2007, three of our ordinary shareholders, Jointly Gold Technologies Ltd., First Win Technologies Ltd. and Global Wise Technologies Ltd., sold an aggregate of 81,406 ordinary shares to Great Joy Group Limited at a total purchase price of US$ 1,000,000.

Share Incentive Plan.    In October 2006, our board of directors and shareholders adopted an equity compensation plan that provides for the issuance of options to certain of our employees, directors and consultants to purchase up to 736,721 of our ordinary shares. Pursuant to the equity compensation plan, we issued 736,721 ordinary shares to Master Topful Limited, a company controlled by us through Xianquan Xiao, our director and vice president, sales. In October 2006, Master Topful Limited granted options to 104 of our employees to purchase 505,937 ordinary shares at an exercise price of US$ 2.9439 per share. In June 2007, we terminated this equity compensation plan and cancelled the 736,721 shares issued to Master Topful, and the options granted by Master Topful to purchase 505,937 shares were canceled and, except for options that have been forfeited or terminated, replaced by options granted under our 2007 share incentive plan.

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In June 2007, we issued options to purchase 735,721 ordinary shares at a weighted average exercise price of US$3.2160.

In July 2007, we issued options to purchase 1,000 ordinary shares to Guangnan Ni, our independent director, at an exercise price of US$12.2840 per share.

Differences in Corporate Law

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Shareholder Proposals.    Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the

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board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

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

Removal of Directors.    Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our post-offering memorandum and articles of association, directors can be removed by the vote of holders of at least two-thirds of our outstanding shares being entitled to vote in person or by proxy at a shareholder meeting.

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

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

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

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

Amendment of Governing Documents.    Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Our post-offering memorandum and articles of association may only be amended with the vote of holders of two-thirds of our shares entitled to vote in person or by proxy at a shareholder meeting.

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

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

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

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

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

We intend to adopt an amended and restated memorandum and articles of association upon the closing of this offering and the re-designation of our unissued Series A preference shares as ordinary shares. Under our post-offering memorandum and articles of association, we may indemnify our directors and officers against costs, charges, expenses, judgments losses, damages or liabilities sustained by such persons in connection with actions or proceedings to which they are party or are threatened to be made a party by reason of their acting as our directors or officers, other than as a result of such person’s actual fraud or willful default.

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

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

Registration Rights

Pursuant to the restated and amended shareholders agreement into on March 7, 2007, we have granted certain registration rights to holders of our registrable securities, which mean ordinary shares issued to or to be issued to our Series A preference shareholders and ordinary shares issuable under the warrant issued to Lehman Brothers Commercial Corporation Asia Limited. Set forth below is a description of the registration rights granted under the agreement.

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

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

Form F-3 Registration Rights.    When we are eligible for use of Form F-3, holders of our registrable securities then outstanding have the right to request that we file a registration statement under Form F-3. We are not obligated to file a registration statement on Form F-3 (1) if we have, within the six month period preceding the date of such request, already effected

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

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

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Shares

The Bank of New York, as depositary, will register and deliver ADSs. Each ADS will represent one share (or a right to receive one share) deposited with the office of The Hong Kong and Shanghai Banking Corporation Limited, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary’s corporate trust office at which the ADSs will be administered is located at 101 Barclay Street, New York, New York 10286. The Bank of New York’s principal executive office is located at One Wall Street, New York, New York 10286.

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by holding ADSs in the Direct Registration System, or (B) indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADS holder. This description assumes you hold your ADSs directly. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

The Direct Registration System, or DRS, is a system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and the beneficial owners of ADSs set out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of American Depositary Receipt. Directions on how to obtain copies of those documents are provided in the section of this prospectus headed “Where You Can Find Additional Information.”

Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.

• Cash.    The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and can not be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. See the section of this prospectus headed “Taxation.” It

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will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

• Shares.    The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares.

• Rights to purchase additional shares.    If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may make these rights available to you. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If the depositary makes rights available to you, it will exercise the rights and purchase the shares on your behalf. The depositary will then deposit the shares and deliver ADSs to you. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay.

U.S. securities laws or Cayman Islands laws may restrict the sale, deposit, transfer and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADRs described in this section except for changes needed to put the necessary restrictions in place.

• Other Distributions.    The depositary will send to you anything else we distribute on deposited securities by any means it thinks is equitable and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to you unless it receives satisfactory evidence from us that it is legal to make that distribution.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons entitled thereto.

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How do ADS holders cancel an American Depositary Share?

You may turn in your ADSs at the depositary’s corporate trust office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office, if feasible.

How do ADS holders interchange between Certificated ADSs and Uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send you a statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to you an ADR evidencing those ADSs.

Voting Rights

How do you vote?

You may instruct the depositary to vote the deposited securities, but only if we ask the depositary to ask for your instructions. Otherwise, you won’t be able to exercise your right to vote unless you withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares.

If we ask for your instructions, the depositary will notify you of the upcoming vote and arrange to deliver our voting materials to you. The materials will (1) describe the matters to be voted on and (2) explain how you may instruct the depositary to vote the shares or other deposited securities underlying your ADSs as you direct. For instructions to be valid, the depositary must receive them on or before the date specified. The depositary will try, as far as practical, subject to the laws of the Cayman Islands and of our memorandum and articles of association, to vote or to have its agents vote the shares or other deposited securities as you instruct. The depositary will only vote or attempt to vote as you instruct.

We can not assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your shares are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we will give the depositary notice of any such meeting and details concerning the matters to be voted upon not less than 30 days in advance of the meeting date.

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Fees and Expenses

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

Persons depositing or withdrawing shares must pay:	For:
US$ 5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	•      Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property •      Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
US$ .02 (or less) per ADS	•      Any cash distribution to you
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	•      Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
US$ .02 (or less) per ADSs per calendar year	•      Depositary services
Registration or transfer fees	•      Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary	•      Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) •      converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes	•      As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities	•      As necessary

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Payment of Taxes

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.

Reclassifications, Recapitalizations and Mergers

If we:

Then:

•      Change the nominal or par value of our shares •      Reclassify, split up or consolidate any of the deposited securities •      Distribute securities on the shares that are not distributed to you •      Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action

The cash, shares or other securities received by the depositary will become deposited securities. Each ADS will automatically represent its equal share of the new deposited securities. The depositary may, and will if we ask it to, distribute some or all of the cash, shares or other securities it received. It may also deliver new ADSs or ask you to surrender your outstanding ADSs in exchange for new ADSs identifying the new deposited securities.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADS, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will terminate the deposit agreement at our direction by mailing notice of termination to the ADS holders then outstanding at least 60 days prior to the date fixed in such notice for such termination. The depositary may also terminate the deposit agreement by mailing notice of termination to us and the ADS holders then outstanding if at any time 30 days shall have expired after the depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment.

After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and

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other property, and deliver shares and other deposited securities upon cancellation of ADSs. Four months after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

• are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;

• are not liable if either of us is prevented or delayed by law or circumstances beyond our control from performing our obligations under the deposit agreement;

• are not liable if either of us exercises discretion permitted under the deposit agreement;

• are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

• have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other party;

• may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of shares, the depositary may require:

• payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;

• satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

• compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

The depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

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Your Right to Receive the Shares Underlying your ADSs

You have the right to cancel your ADSs and withdraw the underlying shares at any time except:

• When temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares.

• When you or other ADS holders seeking to withdraw shares owe money to pay fees, taxes and similar charges.

• When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Pre-release of ADSs

The deposit agreement permits the depositary to deliver ADSs before deposit of the underlying shares. This is called a pre-release of the American Depositary Shares. The depositary may also deliver shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may receive ADSs instead of shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer owns the shares or ADSs to be deposited; (2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five business days’ notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.

Direct Registration System

In the Deposit Agreement, all parties to the Deposit Agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by the Depository Trust Company. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an ADS holder, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register such transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding

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any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the deposit agreement, will not constitute negligence or bad faith on the part of the depositary.

Shareholder Communications; Inspection of Register of Holders of ADSs

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have outstanding              ADSs representing approximately             % of our ordinary shares in issue. All of the ADSs sold in this offering will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our ordinary shares or the ADSs. Although we have applied to list the ADSs on the New York Stock Exchange, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading market will develop for our ordinary shares not represented by the ADSs.

Lock-Up Agreements

We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any ADSs or shares of ordinary shares, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of the representatives for a period of 180 days after the date of this prospectus, except issuances pursuant to the exercise of employee stock options outstanding on the date hereof or pursuant to our dividend reinvestment plan.

Our officers and directors and shareholders have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any ADSs or shares of ordinary shares or securities convertible into or exchangeable or exercisable for any ADSs or shares of ordinary shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our ADSs, whether any of these transactions are to be settled by delivery of our ADSs or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the representatives for a period of 180 days after the date of this prospectus. After the expiration of the 180-day period, the ordinary shares held by our directors, executive officers or principal shareholders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

The 180-day lock-up period is subject to adjustment under certain circumstances. If in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless the representatives waive, in writing, such an extension.

Rule 144

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned our ordinary shares for at least one year, is entitled to sell within any three-month period a number of ordinary shares that does not exceed the greater of the following:

• 1% of the then outstanding ordinary shares, in the form of ADSs or otherwise, which will equal approximately              ordinary shares immediately after this offering; or

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• the average weekly trading volume of our ordinary shares in the form of ADSs or otherwise, during the four calendar weeks preceding the date on which notice of the sale is filed with the Securities and Exchange Commission.

Sales under Rule 144 must be made through unsolicited brokers’ transactions. They are also subject to manner of sale provisions, notice requirements and the availability of current public information about us.

Rule 144(k)

Under Rule 144(k), a person who is not our affiliate at any time during the three months preceding a sale, and who has beneficially owned the ordinary shares, in the form of ADSs or otherwise, proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell those ordinary shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. Therefore, unless otherwise restricted, “144(k) shares” may be sold at any time.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory stock plan or other written agreement executed prior to the completion of this offering is eligible to resell such ordinary shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

Registration Rights

Upon completion of this offering, certain holders of our ordinary shares or their transferees will be entitled to request that we register their shares under the Securities Act, following the expiration of the lock-up agreements described above. See “Description of Share Capital—Registration Rights.”

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TAXATION

The following summary of the material Cayman Islands and United States federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this registration statement, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under state, local and other tax laws. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Maples and Calder, our Cayman Islands counsel. Based on the facts and subject to the limitations set forth herein, the statements of law or legal conclusions under the caption“— United States Federal Income Taxation” constitute the opinion of Latham & Watkins LLP, our U.S. counsel, as to the material United States federal income tax consequences of an investment in the ADSs or ordinary shares.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

United States Federal Income Taxation

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

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

• banks;

• financial institutions;

• insurance companies;

• broker dealers;

• traders that elect to mark to market;

• tax-exempt entities;

• persons liable for alternative minimum tax;

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

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

• U.S. expatriates; or

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

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

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

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

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

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

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

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

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

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

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

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

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

Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to ADSs or ordinary shares generally will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”

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

Taxation of Disposition of ADSs or Ordinary Shares

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

Passive Foreign Investment Company

Although it is not clear how the contractual arrangements between us and our affiliated entity will be treated for purposes of the passive foreign investment corporation, or PFIC, rules, we do not expect to be a PFIC for United States federal income tax purposes for our current taxable year ending June 30, 2008. Our expectation for our current taxable year is based in part on our estimates of the value of our assets, as determined based on the price of our ordinary shares prior to our listing on the New York Stock Exchange, and the expected price of the ADSs and our ordinary shares following the offering. Our actual PFIC status for the taxable year

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ending June 30, 2008 will not be determinable until the close of such taxable year and, accordingly, there is no guarantee that we will not be a PFIC for the current taxable year or for any future taxable year. A Non-U.S. corporation is considered a PFIC for any taxable year if either:

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

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

We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.

We must make a separate determination each year as to whether we are a PFIC. As a result, our PFIC status may change. In particular, because the total value of our assets for purposes of the asset test generally will be calculated using the market price of our ADSs and ordinary shares, our PFIC status will depend in large part on the market price of our ADSs ordinary and shares. Accordingly, fluctuations in the market price of the ADSs and ordinary shares may result in our being a PFIC for any year. In addition, the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering. If we are a PFIC for any year during which you hold ADSs or ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which you hold ADSs or ordinary shares. However, if we cease to be a PFIC, you may avoid some of the adverse effects of the PFIC regime by making a deemed sale election with respect to the ADSs or ordinary shares, as applicable.

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

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

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

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

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

Alternatively, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock of a PFIC to elect out of the tax treatment discussed in the two preceding paragraphs. If you make a mark-to-market election for the ADSs or ordinary shares,

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

The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. We expect that the ADSs will be listed on the New York Stock Exchange and, consequently, provided that the ADSs are regularly traded, if you are a holder of ADSs the mark-to-market election would be available to you were we to be or become a PFIC.

We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election.

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

You are urged to consult your tax advisor regarding the application of the PFIC rules to your investment in ADSs or ordinary shares.

Information Reporting and Backup Withholding

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

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

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UNDERWRITING

Subject to the terms and conditions of the underwriting agreement dated             , 2007, the underwriters named below, for whom Deutsche Bank Securities Inc. is acting as representative, have severally agreed to purchase from us and the selling shareholders the following respective number of ADSs at a public offering price, less the underwriting discounts and commissions, as set forth on the cover page of this prospectus:

Underwriter	Number of ADSs
Deutsche Bank Securities Inc.
CIBC World Markets Corp.
Thomas Weisel Partners LLC
First Shanghai Securities Limited
Total

The underwriting agreement provides that the obligations of the underwriters to purchase the ADSs offered hereby are subject to certain conditions precedent and that the underwriters will purchase all of the ADSs offered in this prospectus, other than those covered by the over-allotment option described below, if any of these ADSs are purchased.

All sales of our ADSs in the United States will be made by U.S. registered broker or dealers.

We have been advised by the underwriters that they propose to offer our ADSs to the public at the public offering price set forth on the cover of this prospectus and to dealers at a price that represents a concession not in excess of US$             per ADS under the public offering price. The underwriters may allow, and these dealers may re-allow, a concession of not more than US$             per ADS to other dealers. After the initial public offering, the underwriters may change the offering price and other selling terms.

We and the selling shareholders have granted to the underwriters an option, exercisable not later than 30 days after the date of this prospectus, to purchase up to              additional ADSs at the public offering price less the underwriting discounts and commissions, as set forth on the cover page of this prospectus. The underwriters may exercise this option only to cover over-allotments made in connection with the offering. To the extent that the underwriters exercise this option, they will each become obligated, subject to conditions, to purchase approximately the same percentage of these additional ADSs as the number of ADSs to be purchased by it in the above table bears to the total number of ADSs offered by this prospectus. We will be obligated, pursuant to the option, to sell these additional ADSs to the underwriters to the extent the option is exercised. If any additional ADSs are purchased, the underwriters will offer the additional ADSs on the same terms as those on which the              ADSs are being offered.

The underwriting discounts and commissions per ADS is equal to the public offering price per ADS less the amount paid by the underwriters to us per ADS. The underwriting discounts and commissions are             % of the initial public offering price. We have agreed to pay the underwriters the following discounts and commissions, assuming either no exercise or full exercise by the underwriters of the underwriters’ over-allotment option:

		Total Fees
	Fee per ADS	Without Exercise of Over-Allotment Option	With Full Exercise of Over-Allotment Option
Discounts and commissions paid by us	US$	US$	US$
Discounts and commissions paid by the selling shareholders	US$	US$	US$

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Total expenses for this offering are estimated to be approximately US$             million, including SEC registration fees of US$            , FINRA filing fees of US$            , New York Stock Exchange listing fees of US$            , printing expenses of approximately US$            , legal fees of approximately US$            , accounting fees of approximately US$             roadshow costs and expenses of approximately US$            , and travel and other out-of-pocket expenses of approximately US$            . All amounts are estimated except for the fees relating to SEC registration, FINRA filing and New York Stock Exchange listing.

We have agreed to reimburse up to US$             of the legal expenses and the marketing costs and expenses incurred by the underwriters in connection with this offering.

We and the selling shareholders have agreed to indemnify the underwriters against some specified types of liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect of any of these liabilities.

Each of our executive officers, directors and existing shareholders have agreed not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of our ADSs or our ordinary shares or securities convertible into or exchangeable or exercisable for any of our ADSs or our ordinary shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any of our ADSs or ordinary shares, whether any of these transactions are to be settled by delivery of our ADSs or ordinary shares or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Deutsche Bank Securities Inc. on behalf of the underwriters for a period of 180 days after the date of this prospectus. This consent may be given at any time without public notice.

The foregoing restrictions do not apply to: (1) transfers of our ordinary shares or ADSs to the underwriters in this offering, (2) transfers of our ordinary shares in connection with the repurchase of such shares by us, (3) transfers of our ADSs or other securities acquired in open market transactions after the completion of this offering, or (4) transfers of any of our ordinary shares, ADSs or other securities by (a) gift, will or intestacy, (b) distributions to an immediate family member or a trust of which the applicable officer, director or shareholder, or such family member is the beneficiary or (c) distribution to (A) a partner or an affiliated partnership of the applicable shareholder (if the applicable shareholder is a partnership), (B) a member or affiliated limited liability company of the applicable shareholder (if the applicable shareholder is a limited liability company) or (C) a wholly-owned subsidiary of the applicable shareholder (if the applicable shareholder is a corporation), in each case under (a), (b) or (c) above, so long as the transferee agrees to be bound by the same lock-up provisions and the transfer does not involve a disposition for value.

The 180-day lock-up period applicable to us, our executive officers, directors and existing shareholders, as described above, is subject to adjustment only under the following circumstances. If (1) during the last 17 days of the 180-day lock-up period, (a) we release earnings results or (b) material news or a material event relating to us occurs, or (2) prior to the expiration of the 180-day lock-up period, we announce that we will release earnings results during the 16-day period following the last day of the 180-day lock-up period, then, in each case, the 180-day lock-up period will be extended until the expiration of the 18-day period beginning on the date of our release of the earnings results or the occurrence of material news or a material event relating to us, unless Deutsche Bank Securities Inc. on behalf of the underwriters, waives this extension in writing.

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We have applied to have the ADSs listed on the New York Stock Exchange under the symbol “NED.”

The underwriters have informed us that they do not intend to confirm sales to any account over which they exercise discretionary authority.

In connection with the offering, the underwriters may purchase and sell our ADSs in the open market. These transactions may include short sales, purchases to cover positions created by short sales and stabilizing transactions.

Short sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in the offering. Covered short sales are sales made in an amount not greater than the underwriters’ option to purchase additional ADSs from us in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional ADSs or by purchasing ADSs in the open market. In determining the source of ADSs to close out the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase ADSs through the over-allotment option.

Naked short sales are in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market prior to the completion of the offering.

Stabilizing transactions consist of various bids for or purchases of our ADSs made by the underwriters in the open market prior to the completion of the offering.

The underwriters may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representative of the underwriters have repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or slowing a decline in the market price of our ADSs. Additionally, these purchases may stabilize, maintain or otherwise affect the market price of our ADSs. As a result, the price of our ADSs may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the New York Stock Exchange or otherwise.

A prospectus in electronic format may be made available on Internet web sites maintained by the underwriters of this offering. Other than the prospectus in electronic format, the information on the underwriters’ web site and any information contained in any other web site maintained by the underwriters is not part of the prospectus or the registration statement of which the prospectus forms a part.

Prior to this offering, there was no public market for the ordinary shares or ADSs. Consequently, the initial public offering price will be determined by negotiation among us, the selling shareholders and the underwriters. Among the primary factors that will be considered in determining the initial public offering price include:

• prevailing market conditions;

• our results of operations in recent periods;

• the present state of our development;

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• the market capitalizations and stages of development of other companies that we and the underwriters believe to be comparable to our business; and

• estimates of our business potential.

The underwriters or their affiliates have provided investment banking services to us in the past and may do so in the future. They receive customary fees and commissions for these services.

The address of the representative of the underwriters, Deutsche Bank Securities Inc., is 60 Wall Street, New York, NY, 10005.

Selling Restrictions

Cayman Islands

This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs, whether by way of sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs in the Cayman Islands.

United Kingdom

No offer of ADSs has been made or will be made to the public in the United Kingdom within the meaning of Section 102B of the Financial Services and Markets Act 2000, as amended, or FSMA, except to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by us of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority, or FSA. The underwriters: (i) have only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which Section 21 of FSMA does not apply to us; and (ii) have complied with, and will comply with all applicable provisions of FSMA with respect to anything done by them in relation to the ADSs in, from or otherwise involving the United Kingdom.

Hong Kong

The ADSs may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the ADSs may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

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Japan

The ADSs have not been and will not be registered under the Securities and Exchange Law of Japan, or the Securities and Exchange Law, and ADSs will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

European Economic Area

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive, which we refer to as a Relevant Member State, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, which we refer to as the Relevant Implementation Date, no offer of ADSs has been made and or will be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the ADSs which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of ADSs may be made to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of ADSs to the public” in relation to any ADSs in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ADSs to be offered so as to enable an investor to decide to purchase or subscribe the ADSs, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/ EC and includes any relevant implementing measure in each Relevant Member State.

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LEGAL MATTERS

We are being represented by Latham & Watkins LLP with respect to certain legal matters as to United States federal securities and New York State law. The underwriters are being represented by Shearman & Sterling LLP with respect to certain legal matters as to United States federal securities and New York State law. The validity of the ordinary shares represented by the ADSs offered in this offering will be passed upon for us by Maples and Calder. Certain legal matters as to PRC law will be passed upon for us by Zhong Lun Law Firm and for the underwriters by Jun He Law Offices. Latham & Watkins LLP may rely upon Maples and Calder with respect to matters governed by Cayman Islands law and Zhong Lun Law Firm with respect to matters governed by PRC law. Shearman & Sterling LLP may rely upon Jun He Law Offices with respect to matters governed by PRC law.

EXPERTS

Our consolidated financial statements as of June 30, 2006 and 2007, and for the years ended June 30, 2005, 2006 and 2007, and the related financial statement schedule, included in this prospectus have been audited by Deloitte Touche Tohmatsu, an independent registered public accounting firm, as set forth in their report appearing herein, which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph relating to the convenience translation of Renminbi amounts into United States dollar amounts, and are included in reliance upon the report of such firm, given on their authority as experts in accounting and auditing.

The offices of Deloitte Touche Tohmatsu are located at 35/F, One Pacific Place, 88 Queensway, Hong Kong.

The statements included in this prospectus under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” to the extent they relate to the determination of fair value of our warrants and ordinary shares on the relevant grant dates, have been reviewed and confirmed by Greater China Appraisal Limited, an independent appraiser, and the statements relating to Greater China Appraisal Limited’s appraisal approach, major assumptions and appraisal value have been included with their consent in reliance upon the authority of such firm as an expert in valuation. The address of Greater China Appraisal Limited is Room 2703, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and securities under the Securities Act with respect to underlying ordinary shares represented by the ADSs, to be sold in this offering. We have also filed with the SEC a related registration statement on F-6 to register the ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement on Form F-1 and its exhibits and schedules for further information with respect to us and our ADSs.

Immediately upon completion of this offering we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. You may also obtain additional information over the Internet at the SEC’s website at www.sec.gov.

As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with US GAAP, and all notices of shareholders’ meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our written request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.

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NOAH EDUCATION HOLDINGS LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2005, 2006 AND 2007

	Page(s)
Report of Independent Registered Public Accounting Firm	F-2
Consolidated balance sheets as of June 30, 2006 and 2007	F-3
Consolidated statements of operations for the years ended June 30, 2005, 2006 and 2007	F-4
Consolidated statements of shareholders’ equity and comprehensive income for the years ended June 30, 2005, 2006 and 2007	F-5
Consolidated statements of cash flows for the years ended June 30, 2005, 2006 and 2007	F-6
Notes to the consolidated financial statements	F-7
Schedule 1—Noah Education Holdings Ltd. condensed financial statements as of June 30, 2006 and 2007 and for the years ended June 30, 2005, 2006 and 2007	F-37

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheets of Noah Education Holdings Ltd. and its subsidiaries (the “Company”) as of June 30, 2006 and 2007, the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for each of the three years in the period ended June 30, 2007 and the related financial statement schedule included in Schedule 1. These consolidated financial statements and related financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the related financial statement schedule based on our audits.

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

In our opinion, such consolidated financial statements referred to above present fairly, in all material respects, the financial position of Noah Education Holdings Ltd. and its subsidiaries at June 30, 2006 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2007 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.

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

/s/    Deloitte Touche Tohmatsu

Hong Kong

August 31, 2007

F-2

NOAH EDUCATION HOLDINGS LTD.

CONSOLIDATED BALANCE SHEETS

	As of June 30,
	2006		2007		2007		2007
	RMB		RMB		US$		RMB
							Proforma (Unaudited) (Note 2)
Assets
Current assets
Cash and cash equivalents	59,958,046		77,367,126		10,163,838
Short term bank deposit	39,922,508		—		—
Accounts receivable, net of allowance	54,857,673		105,227,764		13,823,931
Related party receivables	9,440,492		751,624		98,742
Inventories	55,142,508		85,807,688		11,272,686
Prepaid expenses and other current assets	34,282,939		33,744,785		4,433,104
Deferred tax asset	—		3,238,258		425,415
Assets classified as held for sale	40,366,444		—		—
Other asset	1,790,000		—		—
Total current assets	295,760,610		306,137,245		40,217,716
Property, plant and equipment, net	13,527,658		16,946,967		2,226,349
Intangible assets, net	3,801,578		6,626,031		870,472
Total assets	313,089,846		329,710,243		43,314,537
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	31,770,973		47,962,018		6,300,844
Other payables and accruals	8,888,323		20,005,635		2,628,171
Related party payables	10,000,000		—		—
Advances from customers	13,619,513		15,999,697		2,101,904
Income tax payable	2,968,547		798,304		104,874
Deferred revenue	3,337,607		5,956,855		782,561
Liabilities classified as held for sale	7,150,466		—		—
Total current liabilities	77,735,429		90,722,509		11,918,354		90,722,509
Warrants	—		4,934,514		648,255		4,934,514
Total liabilities	77,735,429		95,657,023		12,566,609		95,657,023
Mezzanine Equity
Convertible Series A Preference Shares, US$0.0001 par value; 200,000,000 shares authorized as of June 30, 2006 and 2007; US$4.9065 per share, 3,260,981 shares issued and outstanding as of June 30, 2006 and 2007	127,858,924		129,375,286		16,996,228		—
Commitments and contingencies (note 22)
Shareholders’ Equity
Ordinary Shares, US$0.0001 par value; 300,000,000 shares authorized as of June 30, 2006 and 2007; 10,736,721 shares issued and outstanding as of June 30, 2006 and 2007 (13,997,702 (unaudited) shares issued and outstanding on a proforma basis)	8,888		8,888		1,168		11,370
Additional paid-in capital	32,572,269		48,737,939		6,402,777		178,110,743
Accumulated other comprehensive (loss) income	(2,481,967	)	(5,497,826	)	(722,258	)	(5,497,826	)
Retained earnings	77,396,303		61,428,933		8,070,013		61,428,933
Total shareholders’ equity	107,495,493		104,677,934		13,751,700		234,053,220
Total liabilities and shareholders’ equity	313,089,846		329,710,243		43,314,537		329,710,243

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

F-3

NOAH EDUCATION HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

	2005		2006		2007		2007
	RMB		RMB		RMB		US$
Net revenue—third parties	181,707,190		361,062,818		536,785,034		70,518,265
Net revenue—related parties	27,242,555		31,976,121		18,439,980		2,422,488
Total net revenue	208,949,745		393,038,939		555,225,014		72,940,753
Cost of revenue—third parties	(91,187,868	)	(153,348,389	)	(260,105,773	)	(34,170,491	)
Cost of revenue—related parties	(24,330,637	)	(21,235,252	)	(6,460,612	)	(848,740	)
Total cost of revenue(a)	(115,518,505	)	(174,583,641	)	(266,566,385	)	(35,019,231	)
Gross profit	93,431,240		218,455,298		288,658,629		37,921,522
Research and development expenses(a)	(8,646,100	)	(20,344,498	)	(43,486,658	)	(5,712,907	)
Sales and marketing expenses(a)	(37,375,530	)	(179,869,453	)	(172,539,509	)	(22,666,777	)
General and administrative expenses(a)	(14,683,884	)	(16,508,457	)	(24,676,281	)	(3,241,761	)
Other operating expenses	(13,793,224	)	(311,378	)	(20,909,758	)	(2,746,946	)
Total operating expenses	(74,498,738	)	(217,033,786	)	(261,612,206	)	(34,368,391	)
Other operating income	16,437,242		24,725,217		40,023,377		5,257,932
Operating income	35,369,744		26,146,729		67,069,800		8,811,063
Derivative gain (loss)	2,365,020		2,667,401		(55,207	)	(7,253	)
Interest income	1,167,806		951,671		2,306,073		302,952
Interest expense	—		(162,170	)	—		—
Income before income taxes	38,902,570		29,603,631		69,320,666		9,106,762
Provision for income taxes	—		(2,968,547	)	(2,892,367	)	(379,975	)
Net income	38,902,570		26,635,084		66,428,299		8,726,787
Preferred stock dividends	(3,727,447	)	—		(17,705,374	)	(2,325,982	)
Deemed dividend	(1,516,361	)	(1,516,361	)	(2,653,072	)	(348,538	)
Net income attributable to ordinary shareholders	33,658,762		25,118,723		46,069,853		6,052,267
Net income per share
Basic	2.67		1.79		4.64		0.61
Diluted	2.64		1.76		4.31		0.57
Weighted average ordinary shares outstanding
Basic	10,736,721		10,736,721		10,736,721		10,736,721
Diluted	10,736,721		10,736,721		11,453,342		11,453,342
Pro forma income per share on an as converted basis (unaudited)
Basic	2.78		1.90		4.75		0.62
Diluted	2.78		1.90		4.51		0.59
Weighted average ordinary shares outstanding in calculating pro forma per share amount on an as converted basis (unaudited)
Basic	13,997,702		13,997,702		13,997,702		13,997,702
Diluted	13,997,702		13,997,702		14,714,323		14,714,323
Note (a):
	Year ended June 30,
	2005		2006		2007		2007
	RMB		RMB		RMB		US$
Share-based compensation expenses during the related period related:
Cost of revenue	—		—		375,825		49,373
Research and development expenses	—		—		9,444,159		1,240,693
Sales and marketing expenses	—		—		4,386,283		576,233
General and administrative expenses	—		—		624,446		82,034

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

F-4

NOAH EDUCATION HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

	Ordinary shares		Additional paid-in capital	Accumulated other comprehensive income (loss)		Retained earnings		Total shareholders’ equity		Comprehensive income
	Share	Amount
		RMB	RMB	RMB		RMB		RMB		RMB
As of July 1, 2004	10,736,721	8,888	32,572,269	—		30,891,371		63,472,528		—
Net income	—	—	—	—		38,902,570		38,902,570		38,902,570
Cumulative Translation Adjustment	—	—	—	6,061		—		6,061		6,061
Deemed distribution to shareholders	—	—	—	—		(1,516,361	)	(1,516,361	)	—
Dividend to ordinary shareholders and preferred shareholders (RMB1.143 per share)	—	—	—	—		(16,000,000	)	(16,000,000	)	—
As of June 30, 2005	10,736,721	8,888	32,572,269	6,061		52,277,580		84,864,798		38,908,631
Net income	—	—	—	—		26,635,084		26,635,084		26,635,084
Cumulative Translation Adjustment	—	—	—	(2,488,028	)	—		(2,488,028	)	(2,488,028	)
Deemed distribution to shareholders	—	—	—	—		(1,516,361	)	(1,516,361	)	—
As of June 30, 2006	10,736,721	8,888	32,572,269	(2,481,967	)	77,396,303		107,495,493		24,147,056
Net income	—	—	—	—		66,428,299		66,428,299		66,428,299
Share-based compensation	—	—	14,830,713	—		—		14,830,713		—
Cumulative translation adjustment	—	—	—	(3,015,859	)	—		(3,015,859	)	(3,015,859	)
Deemed distribution to shareholders	—	—	—	—		(1,516,362	)	(1,516,362	)	—
Deemed dividend on issuance of warrants	—	—	—	—		(4,879,307	)	(4,879,307	)	—
Deemed contribution from shareholders on disposal of a subsidiary (note 5)	—	—	1,334,957	—		—		1,334,957		—
Dividend to ordinary shareholders and preference shareholders (RMB5.429 per share)	—	—	—	—		(76,000,000	)	(76,000,000	)	—
As of June 30, 2007	10,736,721	8,888	48,737,939	(5,497,826	)	61,428,933		104,677,934		63,412,440
As of June 30, 2007 (US$)		1,168	6,402,777	(722,258	)	8,070,013		13,751,700		8,330,589

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

F-5

NOAH EDUCATION HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years ended June 30,
	2005		2006		2007		2007
	RMB		RMB		RMB		US$
Cash flows from operating activities:
Net income	38,902,570		26,635,084		66,428,299		8,726,787
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	896,537		1,055,117		5,317,993		698,633
Depreciation of property, plant and equipment	940,359		1,407,768		2,335,854		306,865
Allowance for doubtful accounts	277,108		928,288		761,215		100,002
Write-down of excess and obsolete inventories	6,391,850		5,770,024		3,089,906		405,926
Impairment loss on other asset	13,710,000		—		—		—
Loss on disposal of property, plant and equipment	—		—		13,426		1,764
Share-based compensation	—		—		14,830,713		1,948,333
Derivative (gain) loss	(2,365,020	)	(2,667,401	)	55,207		7,253
Exchange difference	—		—		(2,545,007	)	(334,342	)
Changes in current assets and liabilities:
Accounts receivable	(20,631,942	)	(22,743,319	)	(51,131,306	)	(6,717,197	)
Related party receivables	(4,520,246	)	(1,838,784	)	8,688,868		1,141,470
Inventories	(27,227,053	)	(26,319,453	)	(33,755,086	)	(4,434,457	)
Prepaid expenses and other current assets	(10,823,236	)	(9,035,396	)	538,154		70,698
Deferred tax asset	—		—		(3,238,258	)	(425,415	)
Assets classified as held for sale	(14,983,495	)	(20,495,538	)	—		—
Accounts payable	15,771,632		15,951,167		16,191,045		2,127,042
Other payables and accruals	1,454,516		3,064,645		11,117,312		1,460,497
Related party payables	(9,900,715	)	(99,285	)	—		—
Advances from customers	1,876,776		11,742,737		2,380,184		312,688
Deferred revenue	—		3,337,607		2,619,248		344,095
Liabilities classified as held for sale	6,580,235		570,231		—		—
Income tax payable	—		2,968,547		(2,170,243	)	(285,108	)
Net cash (used in) provided by operating activities	(3,650,124	)	(9,767,961	)	41,527,524		5,455,534
Cash flows from investing activities:
Acquisition of property, plant and equipment	(13,005,161	)	(2,212,545	)	(5,774,589	)	(758,617	)
Acquisition of intangible assets	(1,788,462	)	(2,418,103	)	(8,142,446	)	(1,069,685	)
Repayment from a former subsidiary	—		—		24,550,935		3,225,294
Disposal of property, plant and equipment	—		—		6,000		788
Disposal of other assets	—		—		1,790,000		235,155
Increase in restricted bank deposit	(40,862,425	)	—		—		—
Decrease in restricted bank deposit	—		939,917		39,922,508		5,244,681
Net cash (used in) provided by investing activities	(55,656,048	)	(3,690,731	)	52,352,408		6,877,616
Cash flows from financing activities:
Proceeds from issuance of ordinary shares and convertible preference shares	132,416,888		—		—		—
Proceeds from short term bank loan	30,000,000		—		—		—
Repayments of short term bank loan	—		(30,000,000	)	—		—
Dividend paid to ordinary and preference shareholders	(16,000,000	)	—		(76,000,000	)	(9,984,235	)
Net cash provided by (used in) financing activities	146,416,888		(30,000,000	)	(76,000,000	)	(9,984,235	)
Effect of exchange rate changes on cash and cash equivalents	7,010		(2,555,704	)	(470,852	)	(61,857	)
Net increase (decrease) in cash and cash equivalents	87,110,716		(43,458,692	)	17,879,932		2,348,915
Cash and cash equivalents at beginning of year	18,854,716		105,972,442		59,958,046		7,876,780
Cash and cash equivalents at end of year	105,972,442		59,958,046		77,367,126		10,163,838
Supplement disclosure of cash flow information:
Interest paid	—		162,170		—		—
Non-cash investing and financing activities:
Deemed distribution to shareholders	1,516,361		1,516,361		6,395,669		840,209
Derivative gain (loss)	2,365,020		2,667,401		(55,207	)	(7,253	)

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

F-6

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.    Organization and principal activities

Shenzhen Noah Industrial Co., Limited (“Shenzhen Noah Industrial”) was set up in 1999 in the People’s Republic of China (the “PRC”) and focused on the design, production and distribution of translation devices (“Translation Device Business”).

In April 2004, Noah Technology Holdings Ltd. was incorporated in the Cayman Islands for the purposes of raising additional funds. Pursuant to the special resolution dated February 15, 2006, the Company’s name was changed from Noah Technology Holdings Ltd. to Noah Education Holdings Ltd. (the “Company” or “Noah Education”).

Pursuant to the share subscription agreement dated April 19, 2004 (the “Share Subscription Agreement”), the shareholders of Shenzhen Noah Industrial carried out the following actions:

• Transferred the following to the Company in exchange for 100% of the Company’s ordinary shares in proportion to their ownership in Shenzhen Noah Industrial and RMB20,000,000:

• all the assets related to Shenzhen Noah Industrial’s Translation Device Business;

• together with one of the founding shareholders of the Company, transferred RMB10,000,000 investment in Chengdu Noah Electronic Limited Liability Co., Ltd. (“Chengdu Noah”), which principally held a land use right. Chengdu Noah was previously 90% owned by Shenzhen Noah Industrial and 10% owned by its founding shareholder; and

• the shares of New Noah Technology (Shenzhen) Co. Ltd., a dormant company that principally held RMB10,000,000 in cash and bank deposits and other assets.

This represented the majority of the assets of Shenzhen Noah Industrial (see Note 4 “Non-transferred Assets and Liabilities).

• Issued convertible preference shares to Baring Asia II Holdings (22) Limited (“Baring”) and Alpha Century Assets Limited (“Alpha”) for a total of US$16,000,000.

• Issued 736,721 ordinary shares to 8 key employees that fully vested at that time.

Following the reorganization, the shareholders of Shenzhen Noah Industrial owned 71.44% of the voting rights in the Company in proportion to their prior ownership as diluted for the issuance of shares to employees and voting interests included in the preference shares. This transaction (the “Reorganization”) has been accounted for as a legal reorganization and the assets and liabilities were transferred at their historical cost.

F-7

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2007, details of the Group’s subsidiaries and variable interest entity subsidiary are as follows:

Name of subsidiary	Place of establishment and operation	Ownership interest	Principal activities
Innovative Noah Electronic (Shenzhen) Co., Ltd. (“INES”)	PRC	100%	Manufacture and distribution of electronic learning products
New Noah Technology (Shenzhen) Co., Ltd. (“NNTS”)	PRC	100%	Research and development, and distribution of software for electronic learning products
Noah Education Technology (Shenzhen) Co., Ltd. (“NETS”)	PRC	100%	Research and development, and distribution of software contents
Bright Sound Technology (Shenzhen) Co., Ltd. (“BSTS”)	PRC	100%	Research and development, and distribution of software for electronic learning products
Bright Sound Limited	British Virgin Islands (“BVI”)	100%	Investment holding
Shenzhen Zhi Yuan Noah Interest Co., Ltd. (“Zhi Yuan”)	PRC	No direct ownership; VIE	Provision of online services for downloading software and courseware
Shenzhen New Noah Education Investment Co., Ltd. (“SNNEI”)	PRC	100%	Provision of educational services, research and development, and distribution of software
Master Topful Limited (“Master Topful”)	BVI	No direct ownership; a company controlled by the Company	Investment holding

The Group is a leading provider of interactive electronic educational materials, developing and providing content targeting primarily Chinese elementary, middle and high school students. The Group’s content focuses on interactive, multimedia learning materials that complement the Chinese national and local school curricula, covering subjects such as English, Chinese, physics, chemistry, geography and history. The Group’s content is primarily distributed through the sale of specialty, handheld digital learning devices, into which contents are embedded, and through the Group’s website.

2.    Summary of significant accounting policies

(a)    Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

F-8

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(b)    Basis of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries and VIE for which the Company is the primary beneficiary. All significant transactions and balances among the Company, its subsidiaries and VIE subsidiary have been eliminated upon consolidation. The results of subsidiaries and VIE subsidiary acquired or disposed of during the year are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate.

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

Based on these contractual agreements, the Company believes that Zhi Yuan should be considered as a variable interest entity under Financial Accounting Standard Board (“FASB”) Interpretation No. 46R, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (“FIN 46R”), as the equity investors do not have the characteristics of a controlling financial interest and the Company is the primary beneficiary of Zhi Yuan. Accordingly, the Company believes that results of Zhi Yuan should be consolidated under FIN 46R. Zhi Yuan currently does not have any operations up to the date of this report.

(c)    Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

On an ongoing basis, the Group evaluates its estimates, including those related useful lives of intangible assets and property and equipment, the value of ordinary shares for the purpose of determining share-based compensation and fair value of warrants, and income taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

F-9

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(d)    Foreign currency translation

The functional currency of the Company is the United States dollar (“US$”). Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues, expenses gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statement of shareholders’ equity and comprehensive income. The Group has chosen the RMB as their reporting currency.

The functional currency of the Company’s subsidiaries and VIE is the Renminbi (“RMB”). Transactions in other currencies are recorded in RMB at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into RMB at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the consolidated statements of operations.

Translations of RMB amounts as of and for the year ended June 30, 2007 into US$ are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB7.612, representing the noon buying rate in the City of New York for cable transfers of RMB, as certified for customs purposes by the Federal Reserve Bank of New York, on June 29, 2007. This convenience translation is not intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate or at any other rate.

(e)    Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and highly liquid short-term deposits which are unrestricted as to withdrawal and use, and which have maturities of three months or less from the date of purchase.

(f)    Restricted fixed deposit

Restricted fixed deposit is fixed-term deposit balances pledged for the facility used to issue letters of credit and short term bank loans.

(g)    Inventories

Inventories are stated at the lower of cost and market value. Cost is calculated using the weighted average method. The Group estimates the write-down of excessive, slow moving and obsolete inventories as well as inventory whose carrying value is in excess of net realizable value.

(h)    Property, plant and equipment, net

Property, plant and equipment are stated at cost less accumulated depreciation and any identified impairment loss.

Properties under construction are stated at cost less any accumulated impairment which includes all construction costs and other direct costs. It is not depreciated until completion of construction. Costs of completed construction works are transferred to the appropriate categories of property, plant and equipment.

F-10

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Depreciation and amortization is calculated on a straight line basis over the following estimated useful lives after taking into account the residual values. Estimated useful lives are:

Buildings	20 years
Leasehold improvements	5 years
Machinery	3-5 years
Office equipment	5 years
Computer equipment	3-5 years
Motor vehicles	5 years

The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

The Group reassesses annually the residual values and the useful life of the property, plant and equipment and if the expectation differs from the original estimate, such difference will impact the depreciation in the year in which such estimate has been changed.

(i)    Intangible assets

Acquired intangible assets includes patents and trademarks measured initially at cost and amortized on as straight line basis over their estimated useful lives.

(j)    Impairment of long-lived assets

The Group reviews property, plant, and equipment and certain identifiable intangibles, excluding goodwill, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of its carrying amount to future undiscounted cash flows the assets are expected to generate. If property, plant, and equipment and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value.

The Company is currently amortizing its acquired intangible assets with definite lives over periods ranging from 1 to 10 years.

No impairment of property, plant and equipment, and intangible assets was recognized in the years ended June 30, 2005, 2006 and 2007.

(k)    Fair value of financial instruments

The Group’s financial instruments consist primarily of cash and cash equivalents, bank deposit, accounts receivable, related party receivables, accounts payable, other payables and accruals, related party payables and warrants. The fair values of these financial instruments approximate their carrying amounts reported in the consolidated balance sheets due to the short-term nature of these instruments.

The Group’s convertible preference shares are initially recorded at their fair values upon issuance, which are total proceeds net of allocation to warrants, which were granted together with the preference shares, and issuance costs. The difference between the carrying value and

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NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the redemption value is accreted to retained earnings as deemed dividend over a period of five years, which represents the period from the date of issuance to the earliest possible date of redemption. The amount of deemed dividend recognized were RMB1,516,361, RMB1,516,361 and RMB1,516,362 (US$199,207) for the years ended June 30, 2005, 2006 and 2007 respectively. The fair value of the convertible preference shares approximates the accreted value reported in the consolidated balance sheets.

The warrants issued to Lehman Brothers Commercial Corporation Asia Limited were initially recorded as a liability at their fair value, and charged to retained earnings as deemed dividend to ordinary shareholders and convertible preference shareholders of the Company. Subsequently, they are measured at fair value with changes recorded in the consolidated income statement.

(l)    Accounting for Derivatives

All derivative transactions are recognized as either assets or liabilities on the balance sheet and measured at fair value with changes recorded in the consolidated income statement. Warrants were the only derivatives held by the Group during the reported periods.

(m)    Mezzanine equity

Convertible preference shares issued in 2004 are classified as mezzanine equity (See Note 14).

(n)    Revenue recognition

Revenue is only recognized when persuasive evidence of an arrangement exists, delivery has occurred provided that there are no significant post delivery obligations to the customers, the sale price is fixed or determinable, and collection is reasonably assured. If the arrangement is subject to customer acceptance, the revenue is deferred and recognized until acceptance occurs.

The Group generates its revenues from the following:

(i)    Electronic learning devices

The Group’s handheld electronic learning devices include digital learning devices and e-dictionaries. Revenue from sale of electronic learning devices is recognized pursuant to AICPA Statement of Position No. 97-2 (“SOP 97-2”), Software Revenue Recognition, because the devices include both hardware and software related elements and the software elements are more than incidental to the devices’ functionality. The sale of electronic learning devices also includes elements of content and general telephone support. Upon physical delivery of the electronic learning devices, the software, hardware, and most of the content elements have been delivered because software and content are built-in with the hardware. The general telephone customer support services available to customers are considered post-contract customer support (“PCS”) under SOP 97-2 as these are received by the customers after the physical delivery of the devices. The revenue related to telephone customer support is recognized together with the revenue from sales of the devices, as no separate fee is charged for the telephone

F-12

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

customer support, the telephone customer support is substantially provided within one year after the sales of devices, and the cost related to offering these telephone support services are insignificant. The Group also considers delivery of its content to have occurred upon the physical delivery of the devices as the customers have the ability to commence the downloading of the general content from the Group’s websites. The Group does not have further obligations to update or modify the content. Accordingly, revenue from electronic learning devices is recognized when goods are delivered and title has passed to the distributors and collectibility is reasonably assured.

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

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

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

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

(ii)    Prepaid premium cards

The Group also sells prepaid cards primarily to distributors. Prepaid premium cards represent prepaid service fees and are entitled to particular content available on the Group’s website. The prepaid service fee is recorded as deferred revenue upon receiving the upfront cash payment. Revenue is recognized upon actual use of the card by the customers or upon the expiration of the card.

(iii)    Software

Revenue from the stand-alone contract to sell proprietary software, content and related after sales and maintenance services is not recognized upon delivery, due to the presence of undelivered elements, including technical support and rights to receive unspecified enhancements of software on a when-and-if available basis (collectively referred as post-contract customer support or “PCS”), bug fixes and providing access to a website to enable users to download Group’s searchable database, receive broadcasts of courseware and access other services on the Group’s website. As the Group does not have vendor-specific objective evidence to allocate a portion of the fee to the undelivered service element, and PCS, the Group accounts for the entire contract as a single unit of accounting. The Group applies the revenue recognition model of the

F-13

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

final deliverable (the website access) included in the arrangement to the entire contract. The Group accounts for the warranty and bug fixes in accordance with FASB No. 5, but no provision was made as the cost of fulfilling such obligation is insignificant. Accordingly, the Group recognizes the total contract amount ratably over the service period in which the Company has committed to provide access to its website, that is, to commence revenue recognition only after the software and related content was delivered and accepted, and after the content has been made available to the mobile phone users to download in February 2007.

The unrecognized portion will be recorded as deferred revenue, a liability on the consolidated balance sheet.

The Company’s subsidiaries and its VIE are subject to value added tax of 17% on the revenue earned for goods and services sold in the PRC. The Group presents revenues net of such value-added tax which amounted to RMB54,091,550, RMB88,321,026 and RMB93,536,526 (US$12,288,035) for the years ended June 30, 2005, 2006 and 2007 respectively.

(o)    Software development costs

Costs related to research and development are generally charged to expense as incurred. Capitalization of development costs for software to be sold or marketed begins when a product’s technological feasibility has been established. In most instances, the Group’s products are released soon after technological feasibility has been established. Therefore, costs incurred subsequent to achievement of technological feasibility are usually not significant, and generally all software development costs have been immediately expensed.

The Group expenses all internal software and website development costs that are incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance of the existing websites or the development of software and websites content. Costs incurred during the application development stage are capitalized if material. All website and software development costs have been expensed as incurred as there were no significant costs incurred for development of internal software and website during the application development stage.

(p)    Advertising costs

The Group expenses advertising costs as incurred. Total advertising costs were RMB15,215,182, RMB135,165,160 and RMB101,173,133 (US$13,291,268) for the years ended June 30, 2005, 2006 and 2007 respectively, and have been included as part of sales and marketing expenses.

(q)    Cost of revenue

Cost of sale of electronic learning devices consist primarily of cost of raw materials, sub-contracting fees, depreciation and maintenance costs for servers and related equipment, amortization of intangible assets and other related incidental expenses which are directly attributable to the rendering of the Group’s principal operations. The cost related to the revenue from prepaid cards and software represent the costs related to the provision of content, the maintenance of the Group’s website and the development of the proprietary software.

(r)    Operating leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Rentals payable under operating leases are charged to the income statement on a straight-line basis over the term of the relevant lease.

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NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(s)    Retirement benefit costs

The employees of the Group are members of state-managed retirement benefit schemes operated by the local governments. The Group is required to contribute a specified percentage of their payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit scheme is to make the specified contributions. The total costs charged to the consolidated income statement were RMB1,730,660, RMB3,063,796 and RMB4,404,346 (US$578,606) for the years ended June 30, 2005 , 2006 and 2007 respectively, represents contributions payable to this scheme for that period.

(t)    Government subsidies

The Group receives government subsidies in relation to refund of value added tax to encourage development in the software industry, which amounted to RMB15,693,211, RMB23,997,547 and RMB37,204,620 (US$4,887,627) for the years ended June 30, 2005, 2006 and 2007 respectively. The Company recorded the government subsidies as other operating income as all conditions to qualify for the receipt of the government subsidies have been met.

(u)    Income taxes

Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

(v)    Other asset

Other asset, which represents an investment in equity security of a private company is measured initially at cost. If the company determines a decline in fair value is other than temporary, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of write down is accounted for as a realized loss. Determination of whether declines in value are other than temporary requires significant judgment.

(w)    Share-based compensation

The Company measures the cost of employee services received in exchange for share-based compensation at the grant date fair value of the award. The fair value of stock options is determined using the Black-Scholes valuation model.

The Company recognizes the compensation costs, net of a forfeiture rate, on a straight-line basis over the requisite service period of the award, which is usually the vesting term.

(x)    Comprehensive income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. During the periods presented, comprehensive income is reported in the consolidated statement of shareholder’s equity and comprehensive income.

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NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(y)    Segment Information

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments.

(z)    Net income per share

Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of unrestricted ordinary shares outstanding during the year using the two-class method. The Group has determined that its convertible preference shares participate in undistributed earnings on the same basis as the ordinary shares. Accordingly, the Group has used the two-class method of computing earnings (loss) per share. Under this method, net income applicable to holders of ordinary shares is allocated on a pro rata basis to the ordinary and convertible preference shares to the extent that each class may share in income for the period had it been distributed. Losses are not allocated to the participating securities. Diluted earnings per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method.

(aa)    Dividend

Dividends are recognized when declared.

(bb)    Concentration of credit risk

The Group places its cash and cash equivalents and restricted fixed deposits with financial institutions with high-credit ratings and quality.

The Group conducts credit evaluations of customers and generally requires upfront payment or a significant installment prior to delivery of their products. The Group establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific customers and other information. As a result of the Group’s credit evaluation, allowance for doubtful accounts was RMB1,205,396 and RMB1,966,611 (US$258,357) as of June 30, 2006, and 2007 respectively.

(cc)    Unaudited pro forma information

The unaudited pro forma balance sheet information as of June 30, 2007 assumes the conversion upon completion of the initial public offering of all 3,260,981 convertible preference shares of RMB129,375,286 outstanding as of June 30, 2007 into ordinary shares. Each convertible preference share is convertible into one ordinary share.

(dd)    Unaudited pro forma net income per share

Pro forma basic and diluted net income per share is computed by dividing net income attributable to holders of ordinary shares by the weighted average number of common shares outstanding for the period plus the weighted average number of ordinary shares outstanding resulting from the assumed conversion of the outstanding convertible preference shares upon the closing of the planned initial public offering.

F-16

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

3.    Recently issued accounting pronouncements

In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109 (“FIN 48”), which clarifies the accounting for uncertainty in income tax positions. This Interpretation requires that the Company recognize in its consolidated financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 became effective for the Company on July 1, 2007, with the cumulative effect of the change in accounting principle, if any, to be recorded as an adjustment to opening retained earnings. The Company is currently evaluating the impacts of adopting FIN 48 and its impacts on its financial position, cash flows, and results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”), which clarifies the definition of fair value, establishes guidelines for measuring fair value, and expands disclosures regarding fair value measurements. SFAS No. 157 does not require any new fair value measurements and eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS No. 157 will be effective for the Company on July 1, 2008. The Company is currently evaluating the impacts of adopting SFAS No. 157 on its consolidated financial position, cash flows, or results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS No. 159 will be effective for the Company on July 1, 2008. The Company is currently evaluating the impacts of adopting SFAS No. 159 on its consolidated financial position, cash flows, and results of operations.

4.    Non-transferred assets and liabilities

As part of the Reorganization, certain assets and liabilities not related to the Translation Device Business were not transferred. The Non-Transferred Assets and Liabilities were accounted for as a distribution to owners upon the consummation of the Reorganization. The Non-transferred Assets and Liabilities consisted of the following on June 30, 2004:

	RMB
Non-transferred Assets:
Investment in Sichuan Nan Shan Zhi Qiao Micro Electronic Co., Ltd. (“SCNS”), representing 18.7% of SCNS’s total equity interest	5,000,000
Amount due from shareholders of Shenzhen Noah Industrial	12,500,000
Property, plant and equipment, net	4,940,997
Notes receivables	500,000
Bank balances	15,376,572
Non-transferred Liabilities:
Other payables and accruals	(22,409,130	)
Total distribution to shareholder upon Reorganization	15,908,439

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NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5.    Assets and liabilities held for sale

In December 2005, in order to stream line its operations, the Company resolved to dispose of Chengdu Noah, one of the Company’s subsidiaries which principally own a land use right that was under development. Chengdu Noah did not have any operations other than the development of the land use right. The profit or loss of Chengdu Noah was not significant during the reported periods. The assets and liabilities involved have been classified as assets and liabilities held for sale and are consequently presented separately in the face of the balance sheet as of June, 30, 2006 are comprised of the following:

	As of June 30, 2006
	RMB
Assets and liabilities comprising the disposal of Chengdu Noah classified as held for sale
Property, plant and equipment, net	341,569
Construction in progress	25,348,677
Prepaid lease payments	13,117,231
Other receivables, prepayments and deposits	1,103,000
Cash and cash equivalents	455,967
Assets of Chengdu Noah to be disposed of	40,366,444
Other payables and accruals	7,150,466
Liabilities of Chengdu Noah to be disposed of	7,150,466

The sale of Chengdu Noah to Shenzhen Noah Industrial was completed in September 2006 for RMB10,000,000. The difference between the consideration and the carrying value of Chengdu Noah (including the intercompany payables of RMB24,550,935) of RMB1,334,957 (US$175,375) was accounted for as deemed contribution from shareholders during the year ended June 30, 2007.

6.    Inventories

Inventories consist of the following:

	As of June 30,
	2006	2007	2007
	RMB	RMB	US$
Raw materials	28,803,529	29,195,699	3,835,483
Work-in-progress	2,229,015	9,355,352	1,229,027
Finished goods	24,109,964	47,256,637	6,208,176
Inventories	55,142,508	85,807,688	11,272,686

RMB6,391,850, RMB5,770,024 and RMB3,089,906 (US$405,926) of excess and obsolete inventories were written down to lower of cost or market and included in the cost of revenue in the years ended June 30, 2005, 2006 and 2007, respectively.

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NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

7.    Accounts receivable

	As of June 30,
	2006		2007		2007
	RMB		RMB		US$
Accounts receivable	54,899,069		107,194,375		14,082,288
Notes receivable	1,164,000		—		—
Less: allowance for doubtful debts	(1,205,396	)	(1,966,611	)	(258,357	)
	54,857,673		105,227,764		13,823,931

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

	As of June 30,
	2005	2006	2007	2007
	RMB	RMB	RMB	US$
Balance at beginning of year	—	277,108	1,205,396	158,355
Add: Current year additions	277,108	928,288	761,215	100,002
Balance at end of year	277,108	1,205,396	1,966,611	258,357

In making the judgment, management considered detailed procedures have been in place to monitor this risk. In determining whether allowance for doubtful debts is required, the Company takes into consideration the ageing status and the likelihood of collection. Following the identification of doubtful debts, the responsible sales personnel discuss with the relevant customers and report on the recoverability. Specific allowance is only made for accounts receivable that are unlikely to be collected.

8.    Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:

	As of June 30,
	2006	2007	2007
	RMB	RMB	US$
Subsidy receivables	16,689,542	14,156,025	1,859,699
Value-added-tax (“VAT”) recoverable	4,949,999	9,811,587	1,288,963
Staff advances	1,215,801	3,139,908	412,494
Rental deposits	521,633	594,549	78,107
Advances to suppliers	970,117	2,329,800	306,069
Prepaid advertising expenses	7,248,606	658,225	86,472
Direct offering expenses	—	83,163	10,926
Others	2,687,241	2,971,528	390,374
Balance at end of year	34,282,939	33,744,785	4,433,104

F-19

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

9.    Property, plant and equipment

Property, plant and equipment consisted of the following:

	As of June 30,
	2006		2007		2007
	RMB		RMB		US$
Buildings	10,033,354		10,033,354		1,318,097
Leasehold improvements	—		271,415		35,656
Machinery	412,982		774,832		101,791
Office equipment	1,722,842		2,146,931		282,046
Computer equipment	2,811,567		6,064,017		796,639
Motor vehicles	848,692		2,181,626		286,604
	15,829,437		21,472,175		2,820,833
Less: accumulated depreciation	(2,301,779	)	(4,525,208	)	(594,484	)
Property, plant and equipment, net	13,527,658		16,946,967		2,226,349

Depreciation and amortization expense related to property, plant and equipment were RMB940,359, RMB1,407,768 and RMB2,335,854 (US$306,865) for the years ended June 30, 2005, 2006 and 2007 respectively.

10.    Intangible assets

	As of June 30,
	2006		2007		2007
	RMB		RMB		US$
Patents and Trademarks	5,753,232		13,895,678		1,825,496
Less: accumulative amortization	(1,951,654	)	(7,269,647	)	(955,024	)
Intangible assets, net	3,801,578		6,626,031		870,472

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

Amortization expense were RMB896,537, RMB1,055,117 and RMB5,317,993 (US$698,633) for the years ended June 30, 2005, 2006 and 2007 respectively. The following table represents the total estimated amortization expense of intangible assets for each of the next five years:

	RMB	US$
Year ending June 30,
—2008	3,694,531	485,356
—2009	1,187,889	156,055
—2010	588,111	77,261
—2011	314,000	41,251
—2012	154,000	20,231

F-20

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

11.    Other asset

Pursuant to Reorganization in 2004, it was agreed that the Company would receive 13% equity interest of SCNS in settlement of its receivable from a shareholder of SCNS of RMB15.5 million. Due to delays in administrative procedures, the Group did not receive title of the 13% interest of Sichuan NS until April 2005. SCNS was a research and development business specializing in processor chip development.

As SCNS continued to be loss making, an impairment loss of RMB 13.7 million was recognized in 2005 based on the then net asset value of SCNS. In July 2006, SCNS was disposed to Shenzhen Noah Industrial for RMB1,790,000, representing the carrying value of SCNS at the time of disposal.

12.    Bank deposit

Bank deposit represents a two years restricted bank deposit of US$5,000,000 entered into in November 2004. The bank deposit was pledged to a bank for a short term bank loan of RMB30,000,000, which was released on March 30, 2006.

13.    Other payables and accruals

Other payables and accruals consisted of the following:

	As of June 30,
	2006	2007	2007
	RMB	RMB	US$
Accrued salaries	1,748,731	2,012,059	264,327
VAT payable	923,098	1,236,014	162,377
Aborted Alternative Investment Market (“AIM”) initial public offering expenses payable	—	2,837,360	372,748
Accrued social welfare payments	2,944,550	5,650,652	742,335
Accrued audit fee	—	3,712,556	487,725
Accrued consultancy expenses	—	765,358	100,546
Accrued expenses	1,077,687	1,282,853	168,530
Others	2,194,257	2,508,783	329,583
	8,888,323	20,005,635	2,628,171

Accounts payables, other payables and accrual comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 30-60 days.

14.    Convertible preference shares

In April 2004, the Company entered into a series A preference share purchase agreement with Baring and Alpha, pursuant to which, the Company issued 3,260,981 series A preference shares (“Convertible Preference Shares”). The issuance price of the Convertible Preference Shares was US$4.9065 per share and total consideration paid by the investors for the Convertible Preference Shares was US$16,000,000.

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NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

At the same time, warrants were also granted to Baring to purchase additional 509,528 Convertible Preference Shares for US$3,000,000, or US$5.8878 per share. The warrants are exercisable at the option of the holder at any time starting from June 1, 2004 and shall expire in two years from the completion date or a qualified initial public offering, whichever is earlier. The warrants were not exercised by the preference shareholders upon the expiry date. The warrants have been classified as a liability and marked to market at each balance sheet date until expiration. The fair value of the warrants at the date of grant was RMB5,100,011. The fair value of the warrants was determined by an unrelated valuation specialist using the Black-Scholes option pricing model.

The holders of Convertible Preference Shares have various rights and preferences as follows:

Conversion

The Convertible Preference Shares are convertible to ordinary shares at US$4.9065 per share at the discretion of the holders anytime and shall be automatically converted to ordinary shares upon a fully underwritten initial public offering with gross proceeds to the Company of not less than US$50,000,000 (“Qualified IPO”).

Redemption

At any time commencing on July 1, 2009, each Convertible Preference Shares shall be redeemable at the option of the holders at a redemption price equal to the original issuance price plus all declared but unpaid dividends thereon up to the date of redemption.

Liquidation and reorganization

In the event of any trade sale, merger, acquisition, reorganization or other transaction involving the Group in which the original shareholders do not retain a majority of the voting power in the surviving entity, or any change in the control, or a sale of all or substantially all of the assets or business of the Group (“Sale Event”), the holders of Convertible Preference Shares shall be entitled either a portion of the proceeds of such Sale Event, in proportion to the shareholding of holders of Convertible Preference Shares in the Company (on an as-if-converted basis); or if within 3 years after July 1, 2004, the selling price of the Company is less than US$100,000,000 in a Sale Event, the holders of the Convertible Preference Shares shall be entitled to cash amount of 150% of the original issuance price, plus all declared but unpaid dividends.

Subject to above, in the event of any liquidation, winding up or dissolution of any Group company, or any other Sale Event, or any initial public offering which is not a Qualified IPO, all the assets and funds of the Company available for distribution to members shall be distributed pro rata among all the holders of Convertible Preference Shares (on an as-if-converted basis) and ordinary shares.

Voting rights

Each holder of Convertible Preference Shares shall have the right to one vote for each ordinary share into which such Convertible Preference Shares could then be converted, with full voting rights and powers equal to the voting rights and powers of the holders of ordinary shares.

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NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Dividends rights

Any dividends or distributions shall be distributed among all holders of ordinary shares and Convertible Preference Shares in proportion to the number of ordinary shares that would be held by each such holder as if all Convertible Preference Shares were converted to ordinary shares at the effective conversion date. No dividends shall be declared or distributed to Ordinary shareholders unless until a dividend in like amount and kind has first been declared and paid in full to the Series A Preference Shareholders on an as-if-converted basis.

The Company has determined that there was no embedded beneficial conversion feature attributable to the Convertible Preference Shares as the initial conversion price was higher than the estimated fair value of the Company’s ordinary shares on the commitment date.

Antidution provisions

In the event the number of ordinary shares shall be increased by a stock dividends payable in ordinary shares, stock split, subdivision or other similar transactions, the conversion price for the Convertible Preference Shares (“Conversion Price”) shall be decreased in proportion to the percentage increase in the outstanding number of ordinary shares. In the event the number of ordinary shares shall be decreased by a reverse stock split, combination consolidation, or other similar transaction, the Conversion Price shall be increased in proportion to the percentage decrease in the outstanding number of ordinary shares.

If the Company shall issue any ordinary shares, rights, options or warrants or any securities convertible or exchangeable into ordinary shares, with the exception to shares issued in connection with the Company’s equity incentive plan, for a consideration per share less than the Conversion Price, the Convertible Preference Shareholders shall be entitled to receive additional Convertible Preference Shares.

15.    Capital structure

The Company was incorporated in April 2004 and upon Reorganization, all the assets and liabilities related to the Translation Device Business were transferred to the Company. Upon the incorporation of the Company, 300,000,000 ordinary shares were authorized and 10,736,721 were issued at par value of US$0.0001 per share.

In connection with the Reorganization, 200,000,000 Convertible Preference Shares were authorized and 3,260,981 Convertible Preference Shares were issued at US$4.9065 per share (Note 14).

On December 22, 2006, a cash dividend of RMB76,000,000 (equivalent to US$9,700,000) was declared by the Company to its holders of ordinary shares and preference shares in proportion to their respective share ownership, on an as-converted basis, of RMB58,294,626 and RMB17,705,374, respectively.

Pursuant to the sale and purchase agreement dated March 16, 2007, the ordinary shareholders and holders of the Convertible Preference Shares agreed to sell 451,976 ordinary shares and 814,057 Convertible Preference Shares, respectively, to Lehman Brothers Commercial Corporation Asia Limited (“Lehman Brothers”) at considerations of US$5,000,000 and US$10,000,000, respectively. In addition, warrants were also granted by the Company to Lehman Brothers to purchase additional ordinary shares (“Warrant Shares”) that is equal to (i) US$7,500,000 divided by (ii) the exercise price which is defined in the sale and purchase agreement as the higher of (a) average market closing price of the Company’s shares for the 20 consecutive trading days immediately prior to the exercise date and (b) the par value of the

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NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ordinary shares, rounded up to the nearest US$0.001. The warrants are exercisable at any time during the one year period commencing six months after an initial public offering (“IPO”). The warrants may be net settled and have certain antidilution provisions.

As these warrants were granted to Lehman Brothers as part of a transaction between the ordinary shareholders and holders of the Convertible Preference Shares, and the Company has not received any proceeds or services in exchange for the warrants, the fair value of the warrants of RMB4,879,307 at issuance were charged to retained earnings as deemed dividend to the ordinary shareholders and holders of Convertible Preference Shares of the Company. The fair value of the warrants was determined by an unrelated valuation specialist using the Binomial option pricing model.

Pursuant to the sale and purchase agreement dated April 10, 2007, the three major ordinary shareholders of the Company sold 81,406 ordinary shares to Great Joy Group Limited for a consideration of US$1,000,000.

Relevant PRC laws and regulations permit payments of dividends by the PRC subsidiaries and affiliated companies only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations (see Note 23).

In addition, since a significant amount of the Group’s future revenues will be denominated in RMB, the existing and any future restrictions on currency exchange may limit the Group’s ability to utilize revenues generated in RMB to fund the Group’s business activities outside China, if any, or expenditures denominated in foreign currencies.

16.    Share-based compensation

In October 2006, the Company authorized an equity compensation plan (the “Equity Compensation Plan”) that provides for the issuance of options to purchase up to 736,721 ordinary shares, representing 5% equity interest in the Company on a fully diluted basis. Pursuant to this Equity Compensation Plan, 736,721 shares were issued and held by Master Topful. On October 26, 2006, Master Topful entered into agreements with certain employees of the Group to grant options to purchase 505,937 ordinary shares at an exercise price of US$2.9439 per share. These awards have a vesting period in which, for 219,119 options, 52% will vest from the grant date to December 31, 2006, another 38% will vest from January 1, 2007 to December 31, 2007, and the remaining 10% will vest from January 1, 2008 to December 31, 2008; and for the remaining 286,818 options, 30% will vest from the grant date to December 31, 2006, another 30% will vest from January 1, 2007 to December 31, 2007, and the remaining 40% will vest from January 1, 2008 to December 31, 2008. The employees cannot sell or transfer the options prior to the completion of the Company’s initial public offering. Under certain circumstances, the Company can repurchase those shares from these employees at the original purchase price.

On June 30, 2007, the Company terminated the Equity Compensation Plan, and adopted a new share incentive plan (the “2007 Share Incentive Plan”). The 736,721 shares issued and held

F-24

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

by Master Topful were repurchased by the Company. Under the 2007 Share Incentive Plan, the Company may grant its employees, directors and consultants various types of awards including options to purchase ordinary shares of the Company, restricted shares or restricted share units. Up to 10% of the Company’s outstanding ordinary shares will be reserved for issuance under the 2007 Share Incentive Plan. The term of each award under the 2007 Share Incentive Plan will be specified in the respective award agreement. For option awards, they are generally granted with an exercise price that cannot be less than the fair market value of the Company’s share at the date of grant or at other prices as approved by the Compensation Committee of the Board. Concurrent with the termination of the Equity Compensation Plan, 735,721 options were granted on June 30, 2007 under the 2007 Share Incentive Plan and they have the following vesting periods:

Exercise price	Number of options	Vesting period
US$
0.0000	38,219	Vest upon a successful initial public offering
2.9439	342,246	30% will vest from the date of grant to December 31, 2007; 40% will vest from January 1, 2008 to December 31, 2008; the remaining 30% will vest upon a successful initial public offering
2.9439	101,916	37.5% will vest from the date of grant to December 31, 2007; 10% will vest from January 1, 2008 to December 31, 2008; the remaining 52.5% will vest upon a successful initial public offering
2.9439	169,768	Vest upon a successful initial public offering
2.9439	19,366	30% will vest from the date of grant to December 31, 2007; 30% will vest from January 1, 2008 to December 31, 2008; the remaining 40% will vest from January 1, 2009 to December 31, 2009
7.7438	58,920	30% will vest from the date of grant to June 30, 2008, 30% will vest from July 1, 2008 to June 30, 2009; the remaining 40% will vest from July 1, 2009 to June 30, 2010
7.7438	4,286	30% will vest from the date of grant to December 31, 2007; 30% will vest from January 1, 2008 to December 31, 2008; the remaining 40% will vest from January 1, 2009 to December 31, 2009
12.2840	1,000	30% will vest from the date of grant to June 30, 2008, 30% will vest from July 1, 2008 to June 30, 2009; the remaining 40% will vest from July 1, 2009 to June 30, 2010

The 735,721 options are granted under the following provisions: if the option holders terminated their services with the Group, the right to vest in the options granted will terminate effective as of the earlier of (i) when the written notice of termination of service are provided, or (ii) the date the option holders are no longer actively employed and physically present on the premises of the Group; once the options are vested, the option may be exercised in whole or in part, and must be exercised prior to the earlier of (i) one year following the termination of service with the Group by reason of death or disability; (ii) 90 days following the option holders’ active employment or service with the Group for any reason other than death or disability; (iii) the fifth anniversary after each respective vesting date. If the termination of service is by reason of cause, the right to exercise the option will terminate concurrently with the termination

F-25

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

of service; and the shares acquired upon exercise of the option cannot be sold or transferred during the 180-day period following the effective date of the Company’s initial public offering.

The termination of the Equity Compensation Plan and the adoption of the 2007 Share Incentive Plan have been accounted for as a modification. As a result of the modification, an additional compensation cost of RMB795,544 (US$104,512) has been recognized.

Details of the option movements are included in the tables below.

The Company did not have other share-based compensation arrangements for the period from July 1, 2004 to the date of this report.

Share options activity

The Company’s share option activities for the years ended June 30, 2005, 2006 and 2007 are set out below:

	Options outstanding		Weighted average exercise price per share	Weighted averaged remaining contractual life	Aggregate intrinsic value	Weighted average intrinsic value per share	Weighted average grant date fair value
			US$		US$	US$	US$
At July 1, 2004, June 30, 2005 and 2006	—		—	—	—	—	—
Granted pursuant to the Equity Compensation Plan	505,937		2.9439	5	3,324,006	6.57	6.75
Termination of the Equity Compensation Plan	(505,937	)	2.9439		3,324,006	6.57
Granted pursuant to the 2007 Share Incentive Plan	735,721		3.2160	5	6,293,851	8.55	7.41
Expired	—
Outstanding at June 30, 2007	735,721		3.2160	5	6,293,851	8.55
Vested and exercisable as of June 30, 2007	—

As of June 30, 2007, there was approximately RMB11,095,527 of unrecognized compensation cost related to the options granted under the Equity Compensation Plan, adjusted for the estimated forfeitures, related to non-vested share-based awards granted to the Group’s employees. As the share options are expected to vest under the original vesting condition at the date of the modification, the Company will continue to recognize RMB11,095,527 over the remaining original vesting period of 1.5 years. As of June 30, 2007, there was approximately RMB15,730,309 of unrecognized compensation cost related to the options granted under the 2007 Share Incentive Plan, adjusted for the estimated forfeitures, related to non-vested share-based awards granted to the Group’s employees. The Company will recognize this amount over the remaining vesting period of 3 months to 3 years. Total compensation cost may be adjusted for future changes in estimated forfeitures. For the year ended June 30, 2007, there were no cash received for exercise of stock options.

No options vested under the 2007 Share Incentive Plan during the year ended June 30, 2007.

F-26

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

	June 30, 2007
Fair value of ordinary share	US$9.51 to US$11.77
Risk-free interest rate	4.74% to 4.89%
Expected option life	2.5 years to 3.5 years
Expected volatility	39.96%
Expected dividend	0%

Fair value of ordinary share was determined by an unrelated valuation specialist. Expected volatility is derived by reference to the average annualized standard deviations of the continuously compounded rates of return on the share prices of listed comparable companies. The expected option life has been assumed to be exercised evenly throughout the option life. The risk-free interest rate is based on the yields of the US Treasury bond as of the grant date with maturity closest to the relevant option expiry date.

17.    Other operating expenses

	Years ended June 30,
	Note		2005	2006	2007	2007
			RMB	RMB	RMB	US$
Impairment loss on other asset (note 11)			13,710,000	—	—	—
Aborted AIM initial public offering expenses	(a	)	—	—	20,220,890	2,656,449
Others			83,224	311,378	688,868	90,497
Total other operating expenses			13,793,224	311,378	20,909,758	2,746,946

Note:

(a) Aborted AIM initial public offering expenses are professional fees and other expenses incurred in 2006 related to the Company’s planned initial public offering on the AIM exchange. The offering was aborted in December 2006 and such costs were recognized as other operating expense.

18.    Other operating income

	Years ended June 30,
	2005	2006	2007	2007
	RMB	RMB	RMB	US$
Subsidy income	15,693,211	23,997,547	37,204,620	4,887,627
Other operating income (Note)	744,031	727,670	2,818,757	370,305
	16,437,242	24,725,217	40,023,377	5,257,932

Note:    Other operating income mainly comprised of sales of miscellaneous accessories.

F-27

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

19.    Income tax expenses

The Company is incorporated in the Cayman Islands but has its main operations in the PRC through its PRC subsidiaries.

Cayman Islands and British Virgin Islands

The Company and Bright Sound Limited were incorporated in the Cayman Islands and British Virgin Islands (“BVI”), respectively, and are not subject to the income tax. In addition, upon payments of dividends by the Company to its shareholders, no Cayman Islands or BVI withholding tax will be imposed.

PRC

Pursuant to the PRC income tax laws, the Company’s subsidiaries and VIE are generally subject to Foreign Enterprise Income Taxes (“FEIT”) at a statutory rate of 33%. Some of these subsidiaries and VIE are located in the Shenzhen Special Economic Zone and under PRC income taxes laws, they are subject to a preferential tax rate of 15%. In addition, some of the Company’s subsidiaries are under PRC income tax laws entitled to a two year tax exemption followed by three years with a 50% reduction in the tax rate, commencing the first profitable year, after offsetting all unexpired tax losses carried forward from its first profit making year of operations (the “2-plus-3 Income Tax Holiday”).

INES, NNTS, NETS and BSTS were established in the Shenzhen Special Economic Zone. They are entitled to exemption from FEIT for the two years commencing from their respective first profit making year of operations, after offsetting all unexpired tax losses carried forward from previous years, and thereafter, entitled to a 50% relief from FEIT of 15% for the next three years. In addition, as NNTS has been recognized as a key software enterprise, it is entitled to exemption from FEIT for a period of five years commencing from its first profit making year of operations, after offsetting all unexpired tax losses carried forward from previous years, and another five years of 50% relief from FEIT (the “Key Software Enterprise Tax Benefit”). However, NNTS is still required to make the FEIT payments, and subsequently apply for tax refund pursuant to the Key Software Enterprise Tax Benefit after the 2-plus-3 Income Tax Holiday expired.

Under the newly promulgated PRC income tax laws which will become effective from January 1, 2008, the preferential tax treatments for the companies located in the Shenzhen Special Economic Zone and the Key Software Enterprise Tax Benefit may be removed. This has no effect on the Company’s financial statements for the years ended June 30, 2005 and 2006. However, for the year ended June 30, 2007, deferred tax on temporary differences that are expected to be realized subsequent to January 1, 2008 are calculated using the relevant enacted tax rates.

NNTS and INES are entitled 50% relief for the calendar year ended December 31, 2006 as 2006 is the third year since the first profit making year while NETS and BSTS are exempted from FEIT for calendar year ending December 31, 2007 as 2007 is expected to be the first profit making year. The 2-plus-3 Income Tax Holiday will end in the calendar year ending December 31, 2008 for NNTS, INES and NETS, and in the calendar year ending December 31, 2011 for NETS and BSTS.

Zhi Yuan and SNNEI have not yet commenced its business as of June 30, 2007.

F-28

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table sets forth current income tax expenses of the Company’s PRC subsidiaries and VIE, which were included in the consolidated statements for the periods presented:

	Years ended June 30,
	2005	2006	2007		2007
	RMB	RMB	RMB		US$
Current tax	—	2,968,547	6,130,625		805,389
Deferred tax	—	—	(3,238,258	)	(425,414	)
	—	2,968,547	2,892,367		379,975

A reconciliation of income tax expense to the amount computed by applying the current tax rate to the income before income taxes in the consolidated statements of operations were as follows:

	Years ended June 30,
	2005		2006		2007		2007
	RMB		RMB		RMB		US$
Income before income taxes	38,902,570		29,603,631		69,320,666		9,106,762
Tax at the domestic income tax rate of 33%	12,837,848		9,769,198		22,875,820		3,005,231
Tax effect of income that is not taxable	—		(907,647	)	(777,299	)	(102,115	)
Tax effect of expenses that are not deductible:
Share-based compensation expenses	—		—		2,232,888		293,338
Losses that cannot be carried forward	—		4,838,135		—		—
Certain employee’s benefits	189,851		264,325		393,531		51,698
Other non-deductible expenses	329,816		46,707		250,671		32,931
Tax effect of intercompany transactions that are not deductible (taxable)	3,110,503		906,749		(1,096,832	)	(144,092	)
Tax effect of waiver of amount due to a related company that are taxable	9,792,174		—		—		—
Effect of tax holidays and tax concessions:
Preferential tax treatment	(7,002,463	)	(5,328,653	)	(12,477,719	)	(1,639,217	)
2-plus-3 Income Tax Holiday	(17,791,035	)	(7,582,536	)	(14,621,847	)	(1,920,894	)
Change in valuation allowance	1,089,854		4,607,196		10,346,032		1,359,174
Non-taxable VAT refund	(2,353,982	)	(3,599,631	)	(5,446,398	)	(715,502	)
Effect of changes in enacted tax law and rates	—		—		(3,895,292	)	(511,730	)
Effect of (income) loss of the Company and subsidiaries not subject to tax in other jurisdictions	(202,566	)	(45,296	)	5,108,812		671,153
	—		2,968,547		2,892,367		379,975

F-29

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The aggregate amount and per share effect of the tax holidays and tax concessions are as follows:

	Years ended June 30,
	2005	2006	2007	2007
	RMB	RMB	RMB	US$
The aggregate effect	24,793,499	12,911,189	27,099,566	3,799,150
Per share effect—basic	2.31	1.20	2.52	0.33
Per share effect—diluted	1.77	0.92	1.84	0.24

Significant components of deferred tax assets:

	Years ended June 30,
	2006		2007		2007
	RMB		RMB		US$
Tax loss carried forwards	3,691,960		18,293,807		2,403,285
Allowance for excess and obsolete inventories	1,824,281		3,812,945		500,912
Allowance for doubtful debts	180,809		491,652		64,590
Deferred revenue	—		210,836		27,698
Total deferred tax assets	5,697,050		22,809,240		2,996,485
Less: valuation allowance	(5,697,050	)	(19,570,982	)	(2,571,070	)
Total net deferred tax assets	—		3,238,258		425,415

Movement of valuation allowances:

	As of June 30,
	2005	2006	2007	2007
	RMB	RMB	RMB	US$
At the beginning of year	—	1,089,854	5,697,050	748,430
Effect of change in tax rate	—	—	3,527,900	463,466
Current year addition	1,089,854	4,607,196	10,346,032	1,359,174
At the end of year	1,089,854	5,697,050	19,570,982	2,571,070

Valuation allowances have been provided on the deferred tax assets because the Company believes that it is not more likely than not that the assets will be utilized. As of June 30, 2006 and 2007, valuation allowances were provided because it was more likely than not that the Group will not be able to utilize certain tax loss carryforwards generated by certain subsidiaries. If events occur in the future that allow the Group to realize more of its deferred tax assets than the presently recorded amount, an adjustment to the valuation allowances will increase income when those events occur. Tax losses carry forward in the amount of approximately RMB596,730, RMB24,016,333 and RMB76,818,101 (US$10,091,711), incurred in the years ended June 30, 2005, 2006 and 2007, respectively, will expire in the years ending June 30, 2010, 2011 and 2012, respectively.

F-30

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

20.    Net income per share

The following table sets forth the computation of basic and diluted income per share for the years indicated:

	As of June 30,
	2005		2006		2007		2007
	RMB		RMB		RMB		US$
Net income	38,902,570		26,635,084		66,428,299		8,726,787
Deemed dividend on issuance of preference shares	(1,516,361	)	(1,516,361	)	(1,516,362	)	(199,207	)
Deemed dividend on issuance of warrants	—		—		(1,136,710	)	(149,331	)
Dividends on preference share	(3,727,447	)	—		(17,705,374	)	(2,325,982	)
Amounts allocated to preference shares for participating rights to dividends	(4,982,248	)	(5,851,795	)	3,719,846		488,682
Income attributable to holders of ordinary shares—basic	28,676,514		19,266,928		49,789,699		6,540,949
Amount allocated to preference shares for participating rights to dividends	4,982,248		5,851,795		(3,719,846	)	(488,682	)
Derivative loss	—		—		55,207		7,253
Amount reallocated to preference shares for participating rights to dividends	(5,335,508	)	(6,205,054	)	3,190,390		419,126
Income attributable to holders of ordinary shares—diluted	28,323,254		18,913,669		49,315,450		6,478,646
Weighted average ordinary shares outstanding used in computing basic income per share	10,736,721		10,736,721		10,736,721		10,736,721
Plus incremental weighted average ordinary shares from assumed exercise of share options using the treasury stock method	—		—		716,621		716,621
Shares used in calculating diluted income per share	10,736,721		10,736,721		11,453,342		11,453,342
Basic earnings per share	2.67		1.79		4.64		0.61
Diluted earnings per share	2.64		1.76		4.31		0.57

The Company had securities which could potentially dilute basic income per share in the future, but which were excluded from the computation of diluted net income per share in the periods presented, as their effects would have been anti-dilutive. Such outstanding securities consist of the following:

	As of June 30,
	2005	2006	2007
Warrants	509,528	—	—

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NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

21.    Related party transactions

The Company has entered into a number of transactions with related parties. The balances and transactions with these related parties for the years ended June 30, 2005, 2006 and 2007 are as follows:

Name of related party	Relationship with the group
Xu Dong	Chairman, director and shareholder
Wang Xiao Tong	Director and shareholder
Tsang Kwong Yue, Conrad	Director
Shenzhen Noah Industrial	Common shareholders and directors
Chengdu Nuo Ya Wei Ye Trading Co., Ltd. (“Chengdu Nuo Ya Wei Ye”)	Distributor with common shareholder
Sichuan Hua Li Investment Co., Ltd. (“Sichuan Hua Li”)	Sichuan Hua Li is a shareholder of SCNS. A shareholder of Sichuan Hua Li is also a shareholder of the Company
Shanghai Ke Sheng Trading Co., Ltd. (“Shanghai Ke Sheng”)	Distributor with common shareholder
Tang Ben Guo	Director and shareholder
Liu Ding Jian	Subsidiary’s Director
Ma Li	Shareholder
Xiao Xian Quan	Subsidiary’s Director
Zhang Ru Chun	Subsidiary’s Director
Beijing Haiwei Innovation Technology Co., Ltd. (“Beijing Haiwei”)	Common shareholders
Zhang Wei	Subsidiary’s Director

F-32

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(1) Balances with its related parties

		As of June 30,
	Name of related party	2006	2007	2007
		RMB	RMB	US$
Related party receivables	Chengdu Nuo Ya Wei Ye	8,569,801	—	—
	Tang Ben Guo	—	182,799	24,015
	Wang Xiao Tong	5,188	—	—
	Xu Dong	155,167	21,920	2,880
	Tsang Kwong Yue, Conrad	80,000	—	—
	Xiao Xian Quan	191,176	142,520	18,723
	Zhang Ru Chun	173,180	102,385	13,450
	Zhang Wei	250,000	270,000	35,470
	Liu Ding Jian	15,980	32,000	4,204
		9,440,492	751,624	98,742
Related party payables	Shenzhen Noah Industrial	10,000,000	—	—
		10,000,000	—	—

The amounts are unsecured, interest free and are repayable on demand.

(2) Transactions with related parties

(i) Sales and purposes between the Group and its related parties are as follows:

		Year ended June 30,
Account	Name of related party	2005	2006	2007	2007
		RMB	RMB	RMB	US$
Sales	Chengdu Nuo Ya Wei Ye	12,073,931	31,763,266	18,439,980	2,422,488
	Shanghai Ka Sheng	15,168,624	212,855	—	—
		27,242,555	31,976,121	18,439,980	2,422,488

(ii) Acquisition and disposal of assets from related companies

In 2005, the Group settled its receivable of RMB 15.5 million from Sichuan Hua Li for 13% equity interest in SCNS (Note 11).

In 2006, the Group disposed of 90% and 10% of its interest in Chengdu Noah to Shenzhen Noah Industrial and the founding shareholder, respectively for a total consideration of RMB10,000,000 (Note 5).

F-33

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

22.    Commitments and contingencies

Commitments

As of June 30, 2007, the Company had commitments under non-cancelable operating leases for office facilities and contracts for marketing expenses. Future minimum lease payments at June 30, 2007, by year end are as follows:

	Operating leases for office facilities	Marketing expenses	Total	Total
	RMB	RMB	RMB	US$
2008	3,053,415	5,073,953	8,127,368	1,067,705
2009	916,985	—	916,985	120,466
2010	561,600	—	561,600	73,778
2011	117,000	—	117,000	15,370
2012	—	—	—	—
Thereafter	—	—	—	—
	4,649,000	5,073,953	9,722,953	1,277,319

The Group incurred rental expenses under operating leases of RMB1,636,677, RMB3,419,880 and RMB3,756,657 (US$493,518) for the years ended June 30, 2005, 2006 and 2007, respectively.

Significant legal proceedings

INES is alleged to have committed an infringement of the trademark “Juwuba” registered by Beijing Anneng North Technology Service Co., Ltd (“Anneng”). Haidian Sub-bureau of Beijing Administration for Industry and Commerce (the “Bureau”) issued a decision against INES in October 2006 and determined that INES infringed trademark rights of Anneng and order INES to discontinue with the use of the trademark. The Bureau also ordered that products of INES bearing the trademark be confiscated. In November 2006, Anneng brought a civil lawsuit on infringement of the same trademark to Beijing First Intermediate People’s Court (the “People’s Court”). Anneng is claiming RMB500,000 damages and costs of the proceeding from INES. In April 2007, the People’s Court entered a judgment in favor of Anneng and Anneng was awarded damages in the amount of RMB400,000. INES appealed the judgment in May 2007 arguing that its use of “Juwuba” was descriptive and not in the trademark sense, and that Anneng had not suffered any damages because it was an assignee of the trademark who had not used the trademark before the alleged infringement. As of the date of this report, the case remains pending. An accrual in the amount of RMB250,000 (US$32,843) has been made by the Group in respect of this lawsuit as of June 30, 2007.

In April 2006, Xiangguo Information Technology (Shanghai) Co., Ltd., Xiangguo International Electronic Technology (Shanghai) Co., Ltd. and Tianjin Beibeijia Technology Development Co., Ltd., filed a lawsuit with the Changhsa Intermediate People’s Court against INES and other third parties for alleged infringement of a patent in relation to the production and sale of Bei Bei Recity Belt, a posture-correcting school bag. The plaintiff asked for destruction of all inventory and damages in the amount of RMB2,000,000. INES had purchased

F-34

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

these bags and gave them out as gifts to customers in its promotional events and did not produce or sell these products. In July 2006, INES submitted its defense explaining that INES obtained the products from a lawful supply channel without prior knowledge of the infringement, agreeing to discontinue the distribution of the products and denying responsibility for damages sought by the plaintiffs. As of the date of this report, the case remains pending. The Group believes it has meritorious defenses and intends to continue to defend the actions vigorously.

In October 2005 and December 2006, Beijing Ren’ai Education Institution commenced two separate proceedings at the Beijing First Intermediate People’s Court against INES for alleged infringement of Beijing Ren’ai’s copyright in its textbooks and recorded pronunciations of English words used by INES on its website. Beijing Ren’ai withdrew its first claim in December 2006 and its second claim in February 2007. In July 2007, Beijing Ren’ai commenced new legal proceedings at the Beijing Haidian District People’s Court against INES on substantially the same grounds and claimed RMB500,000 as compensation. As of the date of the report, these new proceedings remain pending. The Group believes that it has meritorious defenses and intends to continue to defend the actions vigorously.

Other contingency

The Company has not made adequate social welfare payments as required under applicable PRC labor laws for the period prior to July, 2007. Accrual for the amounts under-paid has been made in the reported periods and amounted to RMB2,944,549 and RMB5,650,652 (US$742,335) as of June 30, 2006 and 2007, respectively. However, accrual for the penalties that may be imposed by the relevant PRC government authorities has not been made in the consolidated financial statements as management considered that it is not probable the relevant PRC government authorities will impose any penalty at all. Should the PRC government decide to assess penalty, the amount is estimated to be approximately RMB4,908,000 (US$645,000) as of June 30, 2007.

23.    Statutory reserves

The Group’s subsidiaries incorporated in the PRC are required on an annual basis to make appropriations of retained earnings set at certain percentage of after-tax profit determined in accordance with PRC accounting standards and regulations (“PRC GAAP”) to statutory surplus reserve and statutory public welfare fund.

The statutory surplus reserve can be used to increase the registered capital and eliminate future losses of the companies, it cannot be distributed to shareholders except in the event of a solvent liquidation of the companies. The Group’s subsidiaries are required to appropriate 10% of their profit after income tax calculated in accordance with the PRC accounting standard and system to the statutory surplus reserve until the balance reaches 50% of their respective registered capital, where further appropriation will be at their directors’ recommendation. During the year ended June 30, 2005, the Group made total appropriations to these statutory reserves of approximately RMB5,000,000. The statutory surplus reserve balance at June 30, 2006 and 2007, were RMB5,000,000 and RMB5,000,000 (US$656,858), respectively.

The statutory welfare public reserve can only be used for the collective benefits and facilities of the employees. The Group’s subsidiaries are required to appropriate certain of their profit after income tax calculated in accordance with the PRC accounting standard and system to the statutory welfare public reserve. The percentage of appropriation will be their directors’ recommendation. No appropriation was made during the report periods.

F-35

NOAH EDUCATION HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

These reserves represents appropriations of retained earnings determined according to PRC law and may not be distributable.

In addition to these reserves, the registered capital of the Company’s PRC subsidiaries are also restricted. As of June 30, 2007, the total amount of the restricted capital and reserves amounted to RMB168,217,315 (US$22,098,964).

24.    Segment information

Operating segments are defined as components of an enterprise that engage in business activities for which separate information is available and evaluated by the chief operating decision maker. The Group operates in one operating segment, and this includes primarily the development, manufacture and sale of specialty handheld digital learning devices and content.

Geographical disclosures: the Company mainly operates in the PRC and in 2005, 2006 and 2007, no single country other than mainland China accounted for 10% or more of the Company’s consolidated net revenue. In addition, all the identifiable assets of the Company are located in the PRC.

Major customers: There are no single customers who contributed for 10% or more of the Company’s net revenue for the years ended June 30, 2005, 2006 and 2007.

Product groups: the Company sells specialty handheld electronic learning devices, which include digital learning devices and e-dictionary, that are similar in nature, have similar production process, have similar type of customers and utilize the same distribution method as discrete financial information is not available for the Company’s operations of prepaid cards and software; they are considered to be service lines instead of segment. Revenue from these product groups are as follows:

	For the years ended June 30,
	2005	2006	2007	2007
	RMB	RMB	RMB	US$
Electronic learning devices	208,949,745	393,038,939	548,164,024	72,013,140
Prepaid premium cards	—	—	5,543,896	728,310
Software	—	—	1,517,094	199,303
	208,949,745	393,038,939	555,225,014	72,940,753

F-36

SCHEDULE 1

NOAH EDUCATION HOLDINGS LTD.

BALANCE SHEET

	As of June 30,
	2006		2007
	RMB		RMB
Assets
Current assets
Cash and cash equivalents	9,758,023		17,100,963
Amounts due from subsidiaries	16,922,368		23,680,108
Prepaid expenses and other current assets	—		79,963
Total current assets	26,680,391		40,861,034
Investments in subsidiaries	164,740,858		205,441,974
Loan to a subsidiary	44,163,431		—
Total assets	235,584,680		246,303,008
Liabilities and Shareholders’ Equity
Current Liabilities
Other payables and accruals	230,263		7,315,274
Total current liabilities	230,263		7,315,274
Warrants	—		4,934,514
Total liabilities	230,263		12,249,788
Mezzanine Equity
Convertible Series A Preference Shares, US$0.0001 par value; 200,000,000 shares authorized as of June 30, 2006 and 2007; US$4.9065 per share, 3,260,981 shares issued and outstanding as of June 30, 2006 and 2007	127,858,924		129,375,286
Shareholders’ Equity
Ordinary shares, US$0.0001 par value; 300,000,000 shares authorized as of June 30, 2006 and 2007; 10,736,721 shares issued and outstanding as of June 30, 2006 and 2007	8,888		8,888
Additional paid-in capital	32,572,269		48,737,939
Accumulated other comprehensive loss	(2,481,967	)	(5,497,826	)
Retained earnings	77,396,303		61,428,933
Total shareholders’ equity	107,495,493		104,677,934
Total liabilities and shareholders’ equity	235,584,680		246,303,008

F-37

SCHEDULE 1

NOAH EDUCATION HOLDINGS LTD.

STATEMENT OF OPERATIONS

	Years ended June 30,
	2005		2006		2007
	RMB		RMB		RMB
General and administrative expenses	(1,250,312	)	(1,027,215	)	(14,239,240	)
Other operating expenses	—		(1,514,116	)	(20,220,890	)
Operating loss	(1,250,312	)	(2,541,331	)	(34,460,130	)
Derivative gain (loss)	2,365,020		2,667,401		(55,207	)
Interest income	235,735		171,581		408,025
Income (loss) before income taxes	1,350,443		297,651		(34,107,312	)
Provision for income taxes	—		—		—
Income (loss) after tax	1,350,443		297,651		(34,107,312	)
Share of net profits of subsidiaries, net of taxes	37,552,127		26,337,433		100,535,611
Net income	38,902,570		26,635,084		66,428,299
Preference stock dividend	(3,727,447	)	—		(17,705,374	)
Deemed dividend	(1,516,361	)	(1,516,361	)	(2,653,072	)
Net income attributable to ordinary shareholders	33,658,762		25,118,723		46,069,853

F-38

SCHEDULE 1

NOAH EDUCATION HOLDINGS LTD.

STATEMENT OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

	Ordinary shares		Additional paid-in capital	Accumulated other comprehensive (Loss) Income		Retained earnings		Total shareholders’ equity		Comprehensive income
	Share	Amount
		RMB	RMB	RMB		RMB		RMB		RMB
As at July 1, 2004	10,736,721	8,888	32,572,269	—		30,891,371		63,472,528		—
Net income	—	—	—	—		38,902,570		38,902,570		38,902,570
Cumulative Translation Adjustment	—	—	—	6,061		—		6,061		6,061
Deemed distribution to shareholders	—	—	—	—		(1,516,361	)	(1,516,361	)	—
Dividend to ordinary shareholders and preference shareholders (RMB1.143 per share)	—	—	—	—		(16,000,000	)	(16,000,000	)	—
As at June 30, 2005	10,736,721	8,888	32,572,269	6,061		52,277,580		84,864,798		38,908,631
Net income	—	—	—	—		26,635,084		26,635,084		26,635,084
Cumulative Translation Adjustment	—	—	—	(2,488,028	)	—		(2,488,028	)	(2,488,028	)
Deemed distribution to shareholders	—	—	—	—		(1,516,361	)	(1,516,361	)	—
As at June 30, 2006	10,736,721	8,888	32,572,269	(2,481,967	)	77,396,303		107,495,493		24,147,056
Net income	—	—	—	—		66,428,299		66,428,299		66,428,299
Share-based compensation	—	—	14,830,713	—		—		14,830,713		—
Cumulative Translation Adjustment	—	—	—	(3,015,859	)	—		(3,015,859	)	(3,015,859	)
Deemed distribution to shareholders	—	—	—	—		(1,516,362	)	(1,516,362	)	—
Deemed dividend on issuance of warrants	—	—	—	—		(4,879,307	)	(4,879,307	)	—
Deemed capital contribution from shareholders on disposal of a subsidiary	—	—	1,334,957	—		—		1,334,957		—
Dividend to ordinary shareholders and preference shareholders (RMB5.429 per share)	—	—	—	—		(76,000,000	)	(76,000,000	)	—
As at June 30, 2007	10,736,721	8,888	48,737,939	(5,497,826	)	61,428,933		104,677,934		63,412,440

F-39

SCHEDULE 1

NOAH EDUCATION HOLDINGS LTD.

STATEMENT OF CASH FLOWS

	Years ended June 30,
	2005		2006		2007
	RMB		RMB		RMB
Cash flows from operating activities:
Net income	38,902,570		26,635,084		66,428,299
Adjustments to reconcile net income to net cash provide by operating activities:
Share of net profits of subsidiaries	(37,552,127	)	(26,337,433	)	(100,535,611	)
Derivative (gain) loss	(2,365,020	)	(2,667,401	)	55,207
Dividend received from a subsidiary	—		16,000,000		76,000,000
Exchange difference	—		—		(2,544,842	)
Changes in current assets and liabilities:
Prepaid expenses and other current assets	(1,055,794	)	1,055,794		(79,963	)
Other payables and accruals	(2,482,650	)	230,263		7,085,011
Net cash (used in) provided by operating activities	(4,553,021	)	14,916,307		46,408,101
Cash flows from investing activities:
Capital injection in subsidiaries	(51,390,814	)	(2,003,158	)	—
Advances to subsidiaries	—		(16,922,368	)	(6,757,740	)
(Loan to) repayment from a subsidiary	—		(44,163,431	)	44,163,431
Net cash (used in) provided by investing activities	(51,390,814	)	(63,088,957	)	37,405,691
Cash flows from financing activities:
Proceeds from issuance of ordinary shares and convertible preference shares	132,416,888		—		—
Dividend paid to ordinary and preference shareholders	(16,000,000	)	—		(76,000,000	)
Net cash provided by (used in) financing activities	116,416,888		—		(76,000,000	)
Effect of exchange rate changes on cash and cash equivalents	13,324		(2,555,704	)	(470,852	)
Net increase (decrease) in cash and cash equivalents	60,473,053		(48,172,650	)	7,813,792
Cash and cash equivalents at beginning of year	—		60,486,377		9,758,023
Cash and cash equivalents at end of year	60,486,377		9,758,023		17,100,963

F-40

SCHEDULE 1

NOAH EDUCATION HOLDINGS LTD.

NOTE TO SCHEDULE 1

Schedule 1 has been provided pursuant to the requirements of Rule 12-04(a) and 4-08(e)(3) of Regulation S-X, which require condensed financial information as to financial position, changes in financial position and results and operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of the consolidated and unconsolidated subsidiaries together exceed 25 percent of consolidated net assets as of end of the most recently completed fiscal year. As of June 30, 2007, RMB168,217,315 (US$22,098,964) of the restricted capital and reserves are not available for distribution, and as such, the condensed financial information of the Company has been presented for the years ended June 30, 2005, 2006 and 2007.

During the year ended June 30, 2007, a cash dividend of RMB76,000,000 (equivalent to US$9,984,235) was declared and paid by a subsidiary of the Company.

F-41

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	12
Special Note Regarding Forward-Looking Statements	35
Use of Proceeds	36
Dividend Policy	37
Capitalization	38
Dilution	39
Exchange Rate Information	41
Enforceability of Civil Liabilities	42
Corporate Structure	43
Selected Consolidated Financial Data	47
Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Business	70
Regulation	87
Management	91
Principal and Selling Shareholders	99
Related Party Transactions	102
Description of Share Capital	106
Description of American Depositary Shares	115
Shares Eligible for Future Sale	123
Taxation	125
Underwriting	130
Legal Matters	135
Experts	135
Where You Can Find Additional Information	136
Index to Consolidated Financial Statements	F-1

Until             , 2007 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

Noah Education Holdings Ltd.

             American

Depositary Shares

Representing              Ordinary Shares

Deutsche Bank Securities

CIBC World Markets

Thomas Weisel Partners LLC

First Shanghai Securities

Prospectus

                    , 2007

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. We intend to adopt an amended and restated articles of association that will provide for indemnification of officers and directors for costs, charges, expenses, judgments losses, damages or liabilities sustained by such persons in connection with actions or proceedings to which they are party or are threatened to be made a party by reason of their acting as our directors or officers, other than as a result of such person’s actual fraud or willful default.

Pursuant to the indemnification agreements the form of which is filed as Exhibit 10.3 to this Registration Statement, we agree to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

The underwriting agreement, the form of which is filed as Exhibit 1.1 to this Registration Statement, will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.    RECENT SALES OF UNREGISTERED SECURITIES.

During the past three years, we have issued the following securities (including options to acquire our ordinary shares). We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering.

(a) In connection with the incorporation of the registrant and in anticipation of its acquisition of assets of the translation device business of Shenzhen Noah Industrial Co., Ltd., or Noah Industrial, the registrant issued on April 19, 2004 one ordinary share (incorporator share) at its par value of US$0.0001 to Elisa Gatti that was subsequently transferred to First Win Technologies Ltd., a company controlled by Benguo Tang, and on April 20, 2004 the registrant issued at par (1) 2,849,999 ordinary shares to First Win Technologies Ltd., (2) 4,275,000 ordinary shares to Jointly Gold Technologies, Ltd., a company controlled by Dong Xu, (3) 2,375,000 ordinary shares to Global Wise Technologies Ltd., a company controlled by Xiaotong Wang, and (4) 500,000 ordinary shares to Gallop Jumbo International Limited, a company controlled by Li Ma. Noah Industrial, whose shareholders were Benguo Tang, Dong Xu, Xiaotong Wang and Li Ma, waived the registrant’s payment of the RMB 65.3 million agreed book value for the acquisition.

II-1

(b) On April 20, 2004, the registrant issued 736,721 shares to Dynamic View Investments Limited, a company of which Xianquan Xiao, the registrant’s vice president, sales, is currently the sole director. The shareholders of Dynamic View are Mr. Xiao and seven of the registrant’s other employees.

(c) On July 6, 2004, the registrant issued (i) 3,057,170 Series A preference shares at a purchase price of US$ 4.91 per share to Baring Asia II Holdings (22) Limited, and (ii) 203,811 Series A preference shares to Alpha Century Assets Limited. Each preference share will automatically convert into one ordinary share immediately prior to the closing of this offering. At the same time, the registrant granted, without any additional cash consideration, a warrant, to Baring Asia II Holdings (22) Limited to purchase an additional 509,528 Series A preference shares at an exercise price of US$5.8878 per share. This warrant has expired and was not exercised.

(d) On December 29, 2006, pursuant to its 2006 equity compensation plan, the registrant issued 736,721 ordinary shares to Master Topful Limited, a company controlled by us through Xianquan Xiao, our vice president, sales. In October 2006, Master Topful Limited granted options to 104 of the registrant’s employees to purchase shares in Master Topful that entitle holders, indirectly through Master Topful, to economic rights in a total of 505,937 of our ordinary shares at an exercise price of US$ 2.9439 per share. These options are subject to vesting periods and cannot be exercised prior to the completion of the registrant’s initial public offering.

(e) On March 16, 2007, the registrant granted a warrant, without any cash consideration, to Lehman Brothers Commercial Corporation Asia Limited to purchase ordinary shares up to a number equal to US$7,500,000 divided by an exercise price based on the average market closing price of ordinary shares for the 20 consecutive trading days immediately prior to the exercise date. The warrant is exercisable at any time during a one year period commencing six months from the completion of the registrant’s initial public offering.

(f) In June 2007, we terminated our 2006 equity compensation plan and cancelled the 736,721 shares issued to Master Topful. The options granted by Master Topful under our 2006 plan were canceled and, other than those options that were forfeited or terminated, replaced by options we issued directly under our 2007 share incentive plan. In June 2007, we issued options to purchase 735,721 ordinary shares at a weighted average exercise price of US$3.2160 per share.

(g) In July 2007, we issued options to purchase 1,000 ordinary shares to Guangnan Ni, our independent director, at an exercise price of US$12.2840 per share.

ITEM 8.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

See Exhibit Index beginning on page II-7 of this registration statement.

(b) Financial Statement Schedules

Schedule 1—condensed financial information of registrant prepared in accordance with Rule 12-04(a) and Rule 4-08(e)(3) of Regulation S-X, has been included in the consolidated financial statements included in this registration statement.

II-2

ITEM 9.    UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4) For the purpose of determining any liability under the Securities Act of 1993 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II-3

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shenzhen, People’s Republic of China, on September 24, 2007.

NOAH EDUCATION HOLDINGS LTD.
By:	/s/ Dong Xu
Name:	Dong Xu
Title:	Chairman; Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Dong Xu and Trevor Choi as attorneys-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of ordinary shares of the registrant (the “Shares”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

II-5

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Dong Xu Name:  Dong Xu	Chief Executive Officer (principal executive officer) and Chairman of Board	September 24, 2007
/s/ Trevor Choi Name:  Trevor Choi	Chief Financial Officer (principal financial and accounting officer)	September 24, 2007
/s/ Benguo Tang Name:  Benguo Tang	Director	September 24, 2007
/s/ Xiaotong Wang Name:  Xiaotong Wang	Director	September 24, 2007
/s/ Xianquan Xiao Name:  Xianquan Xiao	Director	September 24, 2007
/s/ Conrad Kwong Yue Tsang Name:  Conrad Kwong Yue Tsang	Director	September 24, 2007
/s/ Xiao Chen Name:  Xiao Chen	Director	September 24, 2007
/s/ Guangnan Ni Name:  Guangnan Ni	Director	September 24, 2007
/s/ Donald J. Puglisi Name:  Donald J. Puglisi Title:  Managing Director Puglisi & Associates	Authorized U.S. Representative	September 24, 2007

II-6

NOAH EDUCATION HOLDINGS LTD.

EXHIBIT INDEX

Exhibit Number	Description of Document
1.1*	Form of Underwriting Agreement.
3.1	Memorandum and Articles of Association of the Registrant, as currently in effect.
3.2	Form of Amended and Restated Memorandum and Articles of Association of the Registrant.
4.1	Registrant’s Specimen American Depositary Receipt (included in Exhibit 4.3).
4.2	Registrant’s Specimen Certificate for Ordinary shares.
4.3	Form of Deposit Agreement, among the Registrant, the depositary and holder of the American Depositary Receipts.
4.4	Share Subscription Agreement, dated June 30, 2004, as amended, relating to the subscription of Series A preference shares in the Registrant
4.5	Share Purchase Agreement, dated March 7, 2007, in respect of the purchase by Lehman Brothers Commercial Corporation Asia Limited of ordinary shares and Series A preference shares in the Registrant from existing holders.
4.6	Share Purchase Agreement, dated April 10, 2007, in respect of the purchase by Great Joy Group Limited of ordinary shares in the Registrant from existing holders.
4.7	Amended and Restated Shareholders Agreement, dated as of March 16, 2007.
5.1	Form of Opinion of Maples and Calder regarding the validity of the ordinary shares being registered.
8.1	Form of Opinion of Latham & Watkins LLP regarding certain U.S. tax matters.
10.1	English translation of Agreement For Trust and Other Relevant Arrangement Relating to 2006 Equity Compensation Plan dated October 26, 2006, together with the English translation of the termination agreement dated June 29, 2006.
10.2	2007 Share Incentive Plan.
10.3	Form of Indemnification Agreement with the Registrant’s directors.
10.4	Form of Employment Agreement with Executive Officers.
10.5	English Translation of Software Development and Maintenance Agreement, dated June 8, 2007, between Noah Education and Noah Zhi Yuan.
10.6	English Translation of Exclusive Technology Supporting and Consulting Service Agreement, dated June 8, 2007, between Noah Education and Noah Zhi Yuan.
10.7	English Translation of Content Services Agreement, dated June 8, 2007, between Noah Education and Noah Zhi Yuan.
10.8	English Translation of Equity Pledge Agreement, dated June 8, 2007, between Noah Education, Dong Xu and Benguo Tang.
10.9	English Translation of Option Agreement, dated June 8, 2007, between Noah Education, Dong Xu and Benguo Tang.
10.10	English Translation of Loan Agreement, dated June 8, 2007, between Noah Education, Dong Xu and Benguo Tang.
10.11	English Translation of Power of Attorney, dated June 8, 2007, by Xu Dong in favor of Noah Education in respect of Noah Zhi Yuan.
10.12	English Translation of Power of Attorney, dated June 8, 2007, by Benguo Tang in favor of Noah Education in respect of Noah Zhi Yuan.
10.13	English Translation of Asset Purchase Agreement, dated June 30, 2004, between Noah Industrial and the Registrant.

II-7

Exhibit Number	Description of Document
21.1	Subsidiaries of the Registrant.
23.1	Consent of Deloitte Touche Tohmatsu, an Independent Registered Public Accounting Firm.
23.2	Consent of Maples and Calder (included in Exhibit 5.1).
23.3	Consent of Latham & Watkins LLP (included in Exhibit 8.1).
23.4	Consent of Zhong Lun Law Firm.
23.5	Consent of Greater China Appraisal Limited.
24.1	Powers of Attorney (included on signature page).
99.1	Code of Business Conduct and Ethics of the Registrant.

* To be filed by amendment.

II-8

EX-3.1

Exhibit 3.1

CONFORMED VERSION

THE COMPANIES LAW (2004 REVISION)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM & ARTICLES

OF

ASSOCIATION

OF

NOAH EDUCATION HOLDINGS LTD.

(Amended and Restated by Special Resolution dated March 16, 2007 and

conformed to include amendments made by

Special Resolutions dated June 8, 2007 and June 21, 2007.)

TABLE OF CONTENTS

MEMORANDUM OF ASSOCIATION
The Name of the Company	4
The Registered Office of the Company	4
The Objects for which the Company is established	4
The Liability of the Members	4
The Capital of the Company	4
ARTICLES OF ASSOCIATION
TABLE A	6
INTERPRETATION	6
PRELIMINARY	10
SHARES	10
BUSINESS	10
VARIATION OF RIGHTS ATTACHING TO SHARES	10
CERTIFICATES	11
FRACTIONAL SHARES	11
LIEN	11
CALLS ON SHARES	12
FORFEITURE OF SHARES	12
TRANSFER OF SHARES	13
TRANSMISSION OF SHARES	14
ALTERATION OF CAPITAL	14
EMPLOYEE SHARES	15
INFORMATION RIGHTS	15
RIGHT OF FIRST OFFER	16
RIGHT OF FIRST REFUSAL	17
CO-SALE RIGHTS	18
DRAG-ALONG RIGHT	20
REDEMPTION	21
CONVERSION	22
CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE	29
GENERAL MEETINGS	29
NOTICE OF GENERAL MEETINGS	30
PROCEEDINGS AT GENERAL MEETINGS	30
VOTES OF MEMBERS	31

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS	32
DIRECTORS	32
ALTERNATE DIRECTOR	33
POWERS AND DUTIES OF DIRECTORS	34
MATTERS REQUIRING CONSENT OF PREFERENCE SHAREHOLDERS	35
INITIAL PUBLIC OFFERING	38
BORROWING POWERS OF DIRECTORS	38
THE SEAL	38
DISQUALIFICATION OF DIRECTORS	38
PROCEEDINGS OF DIRECTORS	39
DIVIDENDS	41
ACCOUNTS AND AUDIT	42
CAPITALISATION OF PROFITS	42
SHARE PREMIUM ACCOUNT	43
NOTICES	43
INDEMNITY	44
NON-RECOGNITION OF TRUSTS	45
LIQUIDATION	45
AMENDMENT OF ARTICLES OF ASSOCIATION	46
REGISTRATION BY WAY OF CONTINUATION	46

THE COMPANIES LAW (2004 REVISION)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

NOAH EDUCATION HOLDINGS LTD.

(Amended and Restated by Special Resolution dated March 16, 2007 and

conformed to include amendments made by

Special Resolutions dated June 8, 2007 and June 21, 2007.)

1. The name of the Company is NOAH EDUCATION HOLDINGS LTD.

2. The Registered Office of the Company will be situated at the offices of M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands or at such other location as the Directors may from time to time determine.

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law (2004 Revision).

4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Law (2004 Revision).

5. Nothing in the preceding sections shall be deemed to permit the Company to carry on the business of a Bank or Trust Company without being licensed in that behalf under the provisions of the Banks & Trust Companies Law (2004 Revision), or to carry on Insurance Business from within the Cayman Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the Insurance Law (2004 Revision), or to carry on the business of Company Management without being licensed in that behalf under the provisions of the Companies Management Law (2004 Revision).

6. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

7. The liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.

8. The capital of the Company is US$50,000.00 divided into 500,000,000.00 shares of a nominal or par value of US$0.0001 each of which 300,000,000.00 shall be designated

Ordinary Shares and 200,000,000.00 shall be designated Series A Preference Shares, provided always that subject to the provisions of the Companies Law (2004 Revision) and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be Ordinary, Preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

9. The Company may exercise the power contained in Section 226 of the Companies Law (2004 Revision) to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

THE COMPANIES LAW (2004 REVISION)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

NOAH EDUCATION HOLDINGS LTD.

(Amended and Restated by Special Resolution dated March 16, 2007 and

conformed to include amendments made by

Special Resolutions dated June 8, 2007 and June 21, 2007.)

TABLE A

The Regulations contained or incorporated in Table ‘A’ in the first schedule of the Companies Law (2004 Revision) shall not apply to this Company and the following Articles shall comprise the Articles of Association of the Company:

INTERPRETATION

1. In these Articles:

“Alpha” refers to Alpha Century Assets Limited;

“Amended and Restated Shareholders Agreement” means the Amended and Restated Shareholders Agreement dated March 16, 2007, and entered into by and among BVI, BVI Existing Shareholders, Baring, Alpha, Lehman Brothers, and the Company as the same may be amended from time to time;

“Associate” means (i) as to any body corporate, any other body corporate, unincorporated entity or person directly or indirectly Controlling, directly or indirectly Controlled by or under direct or indirect common Control with, such body corporate; and (ii) as to any individual, his spouse, or legitimate child;

“BAPE Group” refers to Baring Asia Private Equity Fund B.V., its wholly owned subsidiaries, and wholly owned investment vehicles and funds solely managed by Baring Private Equity Partners Group, its holding company or any company which is a wholly owned subsidiary, associated or affiliated company of Baring Private Equity Partners Group or its holding company;

“Baring” refers to Baring Asia II Holdings (22) Limited;

“Business Day” means a day, excluding Saturdays, on which banks in Hong Kong are open for business throughout their normal business hours;

“BVI” means Jointly Gold Technologies Ltd., First Win Technologies Ltd., Global Wise Technologies Ltd., Gallop Jumbo International Limited, Dynamic View Investments Limited and Master Topful Limited, collectively;

“BVI Existing Shareholders” refer to XU Dong, TANG Benguo, WANG Xiaotong and MA Li;

“Companies Law” means the Companies Law (2004 Revision) of the Cayman Islands as amended from time to time;

“Completion” means the completion of the purchase and sale of the selling shares in accordance with the provisions in the Share Purchase Agreement;

“Completion Date” means date of the Completion;

“Control” means in relation to a body corporate, the power of a person directly or indirectly to secure that the affairs of such body corporate are conducted in accordance with the wishes of that person: (i) by means of the holding of shares or the possession of voting power (either at shareholder level or director level) in or in relation to that or any other body corporate; or (ii) by virtue of any powers conferred by the memorandum and articles of association or by-laws or other similar documents regulating that or any other body corporate;

“Directors” and “Board of Directors” means the Directors of the Company for the time being;

“Dispose” means to make or to effect any sale, assignment, exchange, transfer, or to grant any option, right of first refusal or other right or interest whatsoever or to enter into agreement for any of the same and the expression “Disposal” shall be construed accordingly;

“ESOP” means any equity incentive plan adopted by the Company from time to time in relation to the grant or issue of stock options to its employees, officers, directors, consultants and/or other eligible persons;

“ESOP Share” means any Ordinary Share granted pursuant to stock options under the ESOP;

“Group Companies” refer to the Company and its Subsidiaries from time to time and the expression “Group” shall be construed accordingly;

“Lehman Brothers” refers to Lehman Brothers Commercial Corporation Asia Limited;

“Lehman Brothers Group” refers to Lehman Brothers Commercial Corporation Asia Limited and any of its wholly owned subsidiaries, associated or affiliated companies;

“Liquidation Event” means any liquidation, winding up or dissolution of the Company, or any Sale Event, or any initial public offering of securities in the Company which is not a Qualified IPO; for the avoidance of doubt, a Qualified IPO is not a Liquidation Event;

“Member” means a person whose name is entered in the Register of Members and includes each subscriber to the Memorandum of Association pending the issue to him of the subscriber share or shares;

“Memorandum of Association” means the Memorandum of Association of the Company, as amended and re-stated from time to time;

“Ordinary Resolution” means a resolution:

(a) passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or

(b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed;

“Ordinary Shares” means ordinary shares of par value of US$0.0001 each in the capital of the Company;

“Original Contribution” means in respect of Lehman Brothers Group, the purchase price of the Series A Preference Shares purchased by it under the Share Purchase Agreement, which totaled US$10,000,006 (at US$12.28416 per share, for 814,057 Series A Preference Shares in total); and in respect of BAPE Group and Alpha, their pro rata share of the difference between the total subscription price of the Series A Preference Shares issued under the Share Subscription Agreement (US$16 million) and Lehman Brothers Group’s Original Contribution (US$10,000,006), which equal US$5,999,994. For the avoidance of doubt, BAPE Group’s Original Contribution shall be deemed to be US$4,999,994 and Alpha’s Original Contribution shall be deemed to be US$1,000,000;

“paid up” means paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;

“Preference Shareholders” refer to holders of Series A Preference Shares;

“Qualified IPO” refers to a firmly underwritten initial public offering by the Company of its Ordinary Shares on any public stock exchange of international reputation and standing with total offering proceeds to the Company of not less than US$50 million (or any cash proceeds of other currency of equivalent value) (before deduction of underwriters commissions and expenses);

“Register of Members” means the register to be kept by the Company in accordance with Section 40 of the Companies Law;

“Sale Event” means any trade sale, merger, acquisition, reorganisation or other transaction involving the Company in which the original Shareholders do not retain a majority of the voting power in the surviving entity, or any change in the control, or a sale of all or substantially all of the assets or business of the Company;

“Seal” means the Common Seal of the Company (if adopted) including any facsimile thereof;

“Series A Preference Shares” mean series A preference shares of par value of US$0.0001 each in the capital of the Company;

“Share” means any share in the capital of the Company, including a fraction of any share;

“Share Purchase Agreement” means the share purchase agreement dated March 7,

2006, and entered into by and among Baring, Lehman Brothers, BVI (excluding Master Topful Limited), BVI Existing Shareholders, Noah Education Technology (Shenzhen) Co. Ltd., Innovative Noah Electronic (Shenzhen) Co. Ltd., New Noah Technology (Shenzhen) Co. Ltd., Bright Sound Electronic (Shenzhen) Co. Ltd. and the Company;

“signed” includes a signature or representation of a signature affixed by mechanical means;

“Shareholders” means any or all of those persons and entities at any time holding any class of Shares of the Company;

“Special Resolution” means a resolution passed in accordance with Section 60 of the Companies Law, being a resolution:

(a) passed by a majority of not less than two-thirds of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given; or

(b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the Special Resolution so adopted shall be the date on which the instrument or the last of such instruments if more than one, is executed;

“Subsidiary” has the meaning ascribed to it by section 2 of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

“Subscription Agreement” means the share subscription agreement dated April 19, 2004, and entered into by and among Baring, Alpha, BVI (excluding Master Topful Limited), BVI Existing Shareholders, WONG Sinfung and the Company.

2. In these Articles, save where the context requires otherwise:

(a) words importing the singular number shall include the plural number and vice versa;

(b) words importing the masculine gender only shall include the feminine gender;

(c) words importing persons only shall include companies or associations or bodies of persons, whether corporate or not;

(d) “may” shall be construed as permissive and “shall” shall be construed as imperative;

(e) references to a “dollar” or “dollars” or $ is a reference to dollars of the United States; and

(f) reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force.

3. Subject to the last two preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

4. The business of the Company may be commenced as soon after incorporation as the Directors see fit.

5. The registered office of the Company shall be at such address in the Cayman Islands as the Directors shall from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

SHARES

6. Subject to the provisions in these Articles and the Amended and Restated Shareholders Agreement, all shares for the time being and from time to time unissued shall be under the control of the Directors, and may be re-designated, allotted or Disposed of in such manner, to such persons and on such terms as the Directors in their absolute discretion may think fit.

7. The Company may insofar as may be permitted by law, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

BUSINESS

8. Any business plan prepared by or for the Company and delivered to the Preference Shareholders shall be carried out by the Company on a best endeavours basis.

VARIATION OF RIGHTS ATTACHING TO SHARES

9. If at any time the share capital is divided into different classes of Shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied or abrogated with the consent in writing of the holders of 85% of the issued Shares of that class, or with the sanction of a resolution passed by at least a two-thirds majority of the holders of Shares of the class present in person or by proxy at a separate general meeting of the holders of the Shares of the class. To every such separate general meeting the provisions of these Articles relating to general meetings of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be at least one person holding or representing by proxy at least one-third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll. Any action that authorises, creates or issues Shares of any class, or reclassifies or converts any issued Shares of any classes in the Company having rights superior to the Ordinary Shares or the Series A Preference Shares, whether in terms of voting rights or of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Company, or having rights on a parity in all respects with the Series A Preference Shares shall be deemed a variation of rights.

10. The rights conferred upon the holders of the Shares of any class issued with preferred

or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied or abrogated by the redemption or purchase of Shares of any class by the Company.

CERTIFICATES

11. Every person whose name is entered as a member in the Register of Members shall, without payment, be entitled to a certificate in the form determined by the Directors. Such certificate may be under the Seal. All certificates shall specify the share or shares held by that person and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.

12. If a share certificate is defaced, lost or destroyed it may be renewed on such terms, if any, as to evidence and indemnity as the Directors think fit.

FRACTIONAL SHARES

13. The Directors may issue fractions of a share of any class of shares, and, if so issued, a fraction of a share (calculated to three decimal points) shall be subject to and carry the corresponding fraction of liabilities (whether with respect to any unpaid amount thereon, contribution, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without limitation, voting and participation rights) and other attributes of a whole share of the same class of shares.

LIEN

14. The Company shall have a first priority lien and charge on every partly paid share for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have a first priority lien and charge on all partly paid shares standing registered in the name of a Member (whether held solely or jointly with another person) for all moneys presently payable by him or his estate to the Company, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien, if any, on a share shall extend to all distributions payable thereon.

15. The Company may sell, in such manner as the Directors in their absolute discretion think fit, any shares on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the persons entitled thereto by reason of his death or bankruptcy.

16. For giving effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

17. The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by the Company and applied in payment of such part of

the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES

18. The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their partly paid shares, and each Member shall (subject to receiving at least 14 days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such shares.

19. The joint holders of a share shall be jointly and severally liable to pay calls in respect thereof.

20. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of eight per centum per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

21. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

22. The Directors may make arrangements on the issue of partly paid shares for a difference between the Members, or the particular shares, in the amount of calls to be paid and in the times of payment.

23. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight per cent. per annum) as may be agreed upon between the Member paying the sum in advance and the Directors.

FORFEITURE OF SHARES

24. If a Member fails to pay any call or instalment of a call in respect of partly paid shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

25. The notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

26. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.

27. A forfeited share may be sold or otherwise Disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

28. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the shares forfeited.

29. A statutory declaration in writing that the declarant is a Director, and that a share has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts in the declaration as against all persons claiming to be entitled to the share.

30. The Company may receive the consideration, if any, given for a share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the share in favour of the person to whom the share is sold or Disposed of and that person shall be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.

31. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a share becomes due and payable, whether on account of the amount of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

TRANSFER OF SHARES

32. The instrument of transfer of any share shall be in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up share, or if so required by the Directors, shall also be executed on behalf of the transferee, shall be accompanied by the certificate (if any) of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members in respect thereof.

33. The Directors may in their absolute discretion decline to register any transfer of shares without assigning any reason therefor. If the Directors refuse to register a transfer of any shares, they shall within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal.

34. The registration of transfers may be suspended at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration shall not be suspended for more than 45 days in any year.

35. All instruments of transfer which are registered shall be retained by the Company, but any instrument of transfer which the Directors decline to register shall (except in any case of fraud) be returned to the person depositing the same.

TRANSMISSION OF SHARES

36. The legal personal representative of a deceased sole holder of a share shall be the only person recognised by the Company as having any title to the share. In the case of a share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only person recognised by the Company as having any title to the share.

37. Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Member in respect of the share or, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by the deceased or bankrupt person before the death or bankruptcy.

38. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

38A. Subject to the provisions of the Statute, the Company may purchase its own Shares (including any redeemable Shares) provided that the Members shall have approved the manner of purchase by way of an ordinary resolution of Members. The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

ALTERATION OF CAPITAL

39. The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe.

40. The Company may by Special Resolution:

(a) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

(b) convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination;

(c) subdivide its existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived;

(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

41. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.

EMPLOYEE SHARES

42. Subject to the terms and conditions as set out in the Amended and Restated Shareholders Agreement, the Directors shall have power to grant share options to the key employees, directors, consultants and officers of the Company to acquire Ordinary Shares pursuant to bona fide employment-related ESOP approved by the Directors; provided that the total number of Shares issued or issuable pursuant to the ESOP shall not in aggregate exceed 5% of the fully-diluted issued share capital of the Company from time to time.

INFORMATION RIGHTS

43. The Company shall deliver to each Preference Shareholder then holding no less than 5 percent of all issued and outstanding share capital of the Company on a fully-diluted and as-converted basis the following documents and information of each Group Company:

(a) audited annual consolidated financial statements within 90 days after the end of each fiscal year, audited by an international “Big 4” accounting firm with operations in the People’s Republic of China of the Company’s choice;

(b) unaudited quarterly consolidated financial statements within 45 days of the end of each fiscal quarter;

(c) unaudited monthly consolidated financial statements within 30 days of the end of each month;

(d) copies of all quarterly, annual, extraordinary or other reports filed by the Company with relevant securities exchange, regulatory authority or governmental agency, such as the Securities Exchange Commission (“SEC”) of U.S.A. and other documents and information sent to the Shareholders (in their capacity as a shareholder of the Company); and

(e) an annual budget within 30 days prior to the end of each fiscal year; and

(f) copies of all board resolutions, board meeting agenda and meeting minutes.

All the financial statements referred to in this Article shall be prepared in conformance with the International Financial Reporting Standards and shall include a balance sheet, profit and loss accounts and statement of cash flows and, only in respect of audited statements, all directors’ notes thereto (if any).

44. Each Preference Shareholder then holding no less than 5 percent of all issued and outstanding share capital of the Company on a fully-diluted and as-converted basis shall have the following rights during normal business hours: (i) inspection rights of the books and records (including without limitation financial records) of the Company; (ii) inspection rights of the plant, equipment, stock in trade and facilities of the Company and (iii) the right to discuss the business, operations and management and other matters of the Company with their respective directors, officers, employees, accountants, legal counsel and investment bankers.

45. The information and inspection rights under the section of these Articles headed “Information Rights” shall be terminated upon the closing of a Qualified IPO of the Company.

RIGHT OF FIRST OFFER

46. All Members shall have a right of first offer to purchase and subscribe for an amount of any New Shares (as defined below) which the Company proposes to issue sufficient to maintain such Member’s proportionate beneficial ownership interest in the Company (on an as-if-converted basis for Preference Shareholders). “New Shares” shall mean any Shares of the Company other than:

(a) Shares issued pursuant to the conversion rights applicable to the Series A Preference Shares;

(b) Shares issued pursuant to a Qualified IPO;

(c) Shares issued in consideration of a bona fide acquisition by the Company of another corporation by merger or purchase of substantially all its assets;

(d) Shares issued to employees, officers or directors of the Company pursuant to ESOP provided that the issue of such Shares shall be subject to the restrictions set forth in Article 42;

(e) Shares issued upon exercise of any outstanding options or warrants; and

(f) Shares issued pursuant to the consent in writing of all Members for the time being.

47. If the Company wishes to make any issue of New Shares, it shall prior to such issue give each Member a written notice of the proposed issue. The notice shall set forth the terms and conditions of the proposed issue (including the number of New Shares to be offered and the price, if any, for which the Company proposes to offer such New Shares), and shall constitute an offer to issue the relevant portion of the New Shares to the Members on such terms and conditions.

48. All Members may accept such offer by delivering a written notice of acceptance (an “Acceptance Notice”) to the Company within 14 Business Days after receipt of the notice of the Company of the proposed issue. Any Member exercising its right of first offer shall be entitled to participate in the purchase of New Shares on a pro rata basis to the extent necessary to maintain its proportionate beneficial ownership interest in the Company (its “Pro Rata Portion”) (and for purposes of determining any Preference Shareholder’s Pro Rata Portion, any Member or other share holder shall be treated as owning that number of Shares into which any outstanding convertible shares may be converted. If any member fails to purchase or does not accept its Pro Rata Portion, the other Member(s) shall have the right to purchase up to the balance of the New Shares not so purchased. This right of over-subscription may be exercised by each Member by notifying the Company of its desire to purchase more than its Pro Rata Portion.

49. The Company shall, in writing, inform promptly each Member which elects to purchase more than its Pro Rata Portion of the New Shares of any other Shareholder’s failure to do so.

50. If a Member who elects to exercise its right of first offer does not complete the

subscription of such New Shares within five (5) Business Days after delivery of its Acceptance Notice to the Company, the Company may complete the issue of New Shares on the terms and conditions specified in the Company’s notice within seven (7) Business Days following the expiration of such five (5) Business Day period.

51. If the Company does not complete the issue of the New Shares within such seven (7) Business Days’ period, the right of first offer provided hereof in respect of such New Shares shall be deemed to be revived and the New Shares shall not be offered to any person unless first re-offered to all of the Member(s) in accordance with this section of these Articles headed “Right of First Offer.”

52. The rights of each Member under this section of these Articles headed “Right of First Offer” shall terminate upon:

(a) that point of time when such Member no longer owns any Share; or

(b) the consummation of a Qualified IPO.

RIGHT OF FIRST REFUSAL

53. Lehman Brothers shall not Dispose of (including but not limited to lending, pledge, sell, short-sell), nor enter into any agreement to Dispose of or otherwise create any financial derivatives, options, rights, interests or encumbrances in respect of any Shares of the Company owned by Lehman Brothers within a period of time from the Completion Date to the date falling 180 days after the listing of the Company under a Qualified IPO. If a Qualified IPO does not occur by June 30, 2008, subject to the other provisions of this section of these Articles headed “Right of First Refusal”, Lehman Brothers shall have the right to freely transfer any Shares of or other interests in the Company owned by it to any party of its choosing, at a price and on terms and conditions as determined by Lehman Brothers and its future buyer at their sole discretion.

54. Before any Shares may be sold or otherwise transferred or Disposed of by any ordinary shareholder or any Series A Preference Shareholder (“Selling Shareholder”) to any proposed purchaser or other transferee (“Proposed Transferee”), all the other ordinary shareholders and Series A Preference Shareholders (“Remaining Shareholders”) shall have a right of first refusal (“Right of First Refusal”) to purchase such shares (“Offered Securities”) in accordance with the terms hereunder.

55. Before the transfer of any Offered Securities, the Selling Shareholder shall deliver to the Company and the Remaining Shareholders a written notice (“Transfer Notice”) stating:

(a) the Selling Shareholder’s intention to sell or otherwise transfer or Dispose of such Offered Securities;

(b) the number of Offered Securities to be transferred to each Proposed Transferee; and

The Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell the Offered Securities at the price for which the Selling Shareholder proposes to transfer the Offered Securities (“Offered Price”) to the Remaining Shareholders.

56.   (a) Each Remaining Shareholder shall have the right, upon notice to the Selling Shareholder at any time within ten (10) Business Days after receipt of the Transfer Notice (“Purchase Right Period”), to purchase its Pro Rata Share (as defined below) of all or any of such Offered Securities at the Offered Price and upon the same terms (or terms as similar as reasonably practicable) upon which the Selling Shareholder is proposing or is to Dispose of such Offered Securities, and the Selling Shareholder shall, upon receipt of the notice of purchase from a Remaining Shareholder, sell such Offered Securities to such Remaining Shareholder pursuant to such terms. In respect of a Remaining Shareholder, its “Pro Rata Share” for the purposes of this section of these Articles headed “Right of First Refusal” shall mean the ratio of (i) the number of Shares (on an as-if-converted basis) held by such Remaining Shareholder bears to (ii) the total number of Shares (on an as-if-converted basis) held by all the Remaining Shareholders.

(b) The Selling Shareholder shall grant to the Remaining Shareholders the right of over-subscription such that if any Remaining Shareholder fails to purchase its Pro Rata Share, the other Remaining Shareholders shall have the right (on a pro rata basis or such other basis as may be agreed among the Remaining Shareholders) to purchase up to the balance of the Offered Securities not so purchased. Such right of over-subscription may be exercised by any Remaining Shareholder by notifying the Selling Shareholder of its desire to purchase more than its Pro Rata Share.

(c) Upon expiration of the Purchase Right Period, the Selling Shareholder will provide the notice to each remaining Shareholders as to whether the Right of First Refusal has been exercised by any of the Remaining Shareholders and whether any of them intends to exercise the right of over subscription (“Expiration Notice”).

57. If and to the extent any of the Offered Securities proposed in the Transfer Notice to be transferred are not purchased by the Remaining Shareholders, then after the issue of the Expiration Notice and subject to the co-sale rights set forth hereof, the Selling Shareholder may sell or otherwise transfer or Dispose of such Offered Securities which have not been purchased to the Proposed Transferee(s) at the Offered Price or at a higher price.

58. The rights of a Shareholder under this section of these Articles headed “Right of First Refusal” shall terminate upon:

(a) that point in time when such Member no longer owns any Share in the Company; or

(b) the consummation of a Qualified IPO.

CO-SALE RIGHTS

59. In the event that the Selling Shareholder is any of the BVI, each Preference Shareholder shall have the right to participate in any sale or Disposal to the Proposed Transferee upon the same terms and conditions as set forth by the Selling Shareholder in the Transfer Notice in accordance with the terms and conditions set forth hereof and provided that such Preference Shareholder converts all Shares, the subject of such sale, to Ordinary Shares prior to the completion of a sale pursuant to this section of these Articles headed “Co-sale Rights.” Each Preference Shareholder shall exercise its right

by delivering to the Selling Shareholder, within five (5) Business Days after receipt of the Expiration Notice, written notice of its intention to participate, specifying the number of Ordinary Shares such Preference Shareholder desires to sell to the Proposed Transferee. At the closing of the transaction, such Preference Shareholder shall deliver one or more certificates representing the number of Ordinary Shares which it elects to sell hereunder together with instrument of transfer and other documents necessary for transfer of such Ordinary Shares to the Proposed Transferee, and the Selling Shareholder shall procure that the Proposed Transferee shall pay to such Preference Shareholder a pro rata amount of the purchase price received from the Proposed Transferee. To facilitate the sale and delivery of share certificate of such Ordinary Shares of the Selling Shareholder, the Company undertakes to the Preference Shareholders that it shall, subject to compliance with all applicable laws, effect and register the conversion of Series A Preference Shares into Ordinary Shares, and provide relevant share certificates therefor to the Selling Shareholder as soon as practicable upon any request for conversion.

60. Each Preference Shareholder shall have the right to co-sell up to such number of Shares equal to the product of (1) the number of Offered Securities multiplied by (2) a fraction, the numerator of which is the number of Ordinary Shares issuable upon conversion of all Shares (excluding any outstanding warrants) owned by such Preference Shareholder, and the denominator of which is (i) the number of the numerator plus (ii) the number of Shares (on an as-if-converted basis with the exclusion of any outstanding warrants) held by the Selling Shareholder and all other Preference Shareholders (if any). In the event that the Proposed Transferee desires to purchase a number of Shares different from the amount of the Offered Securities, the amount that the Proposed Transferee desires to purchase shall be substituted for Offered Securities in the above equation for the purpose of determining each Preference Shareholder’s participation rights.

61. If the Proposed Transferee refuses to purchase Shares from any Preference Shareholder exercising its rights of co-sale under this section of these Articles headed “Co-sale Rights”, the Selling Shareholder shall not sell to the Proposed Transferee any Shares unless and until, simultaneously with such sale or transfer, such Selling Shareholder shall purchase such Shares from such Preference Shareholder on the same terms and conditions specified in the Transfer Notice.

62. The exercise or non-exercise of the right to participate under this section of these Articles headed “Co-sale Rights” with respect to a particular sale or Disposal by any Selling Shareholder shall not adversely affect any Preference Shareholder’s right to participate in subsequent sales or Disposals by any Selling Shareholder pursuant to this section of these Articles headed “Co-sale Rights.”

63. Any sale, assignment or other transfer or Disposal of Offered Securities by any Selling Shareholder contrary to the provisions of these Articles and in the Amended and Restated Shareholders Agreement shall be null and void, and the transferee shall not be recognized by the Company as the holder or owner of the Offered Securities sold, assigned, or transferred for any purpose (including, without limitation, voting or dividend rights), unless and until such Selling Shareholder has satisfied the requirements of these Articles and the Amended and Restated Shareholders Agreement with respect to such sale or Disposal.

64. The Right of First Refusal and the co-sale rights set forth in these Articles shall not apply to:

any transfer of Shares to a wholly-owned subsidiary of the Selling Shareholder or a wholly-owned subsidiary of the holding company of the Selling Shareholder or to any member(s) of BAPE Group or Lehman Brothers Group (if the Selling Shareholder is the Preference Shareholder or another member of BAPE Group or Lehman Brothers Group) (“Permitted Transferee”), provided that in each case the Selling Shareholder shall remain to be bound by these Articles and the Permitted Transferee shall agree to be bound by these Articles and that the Selling Shareholder shall procure that the Permitted Transferee shall not transfer its Shares except to the Selling Shareholder or other Permitted Transferee(s) of the Selling Shareholder. Regardless of the stipulations of Article 33, the Directors shall approve and register the transfer of Shares stipulated in this Article 64.

65. The Co-sale Rights of a Preference Shareholder under these Articles shall terminate upon:

(a) that point of time when such Preference Shareholder no longer owns any Share of the Company; or

(b) the consummation of a Qualified IPO.

66. Each certificate representing the Shares shall bear legends in the following form (in addition to any legend required under any other applicable securities laws):

The securities represented by this certificate are subject to certain restrictions on transfer as set forth in an Amended and Restated Shareholders’ Agreement dated as of March 16, 2007, a copy of which is on file at the principal office of the Company and will be furnished upon request to the holder of record of the shares represented by this certificate.

67. The above provisions of these Articles of Co-sale Rights shall be mutatis mutandis applicable to BVI in the event that the Selling Shareholder is any of Preference Shareholders.

DRAG-ALONG RIGHT

68. In the event that any person or entity (“Acquirer”) offers to acquire the entire issued share capital of the Company at a consideration of not less than US$400,000,000.00 (“Drag Along Event”), the Preference Shareholders holding no less than an aggregate of 90% of the outstanding Series A Preference Shares shall have the right to give notice (“Drag Along Notice”) to all other Members to require all other Members to sell and transfer all (but not part) of their Shares and other securities to the Acquirer and (if applicable) the benefit of all loans owing by the Company to the Members, subject to and upon such terms and conditions as the Preference Shareholders may require (including, for example, title warranties from each Member and representations, warranties and indemnities from the Members and regarding the Company).

69. After receipt of the Drag Along Notice by the other Shareholders, all Members (other than the Preference Shareholders) shall sell and transfer, to the Acquirer all their

Shares and other securities (including without limitation Shares and options under ESOP) and (if applicable) the benefit of all loans owing by the Company to the Members, and shall sign and execute such documents, deeds and instruments as required by the Preference Shareholders and shall take such steps as required by the Preference Shareholders for the purposes of or in connection with such sale.

70. Upon receipt of the written request that sets out the details including but not limited to the identity of the Acquirer, the price and payment terms of the Drag Along Event of the Preference Shareholder, all Members (other than the Preference Shareholders) shall execute, in favour of the Preference Shareholders a power of attorney in an agreed form authorising the Preference Shareholders to sign all documents and take all steps for and on behalf of them in connection with the sale under these Articles, provided that such acquisition is conducted by an Acquirer independent from BAPE Group or Lehman Brothers Group at a fair market price of not less than any other offered consideration for the time being.

REDEMPTION

71. So long as there has not been a Qualified IPO or a Liquidation Event, any holder of Preference Shares shall have the right at any time and from time to time commencing from June 30, 2009 to require and demand the Company to redeem all (but not part) of its Preference Shares (such holder of Preference Shares requesting redemption, the “Redeeming Preference Shareholder”), and the Company shall, unless prohibited by applicable law, redeem all of such Redeeming Preference Shareholder’s Preference Shares within thirty (30) days from the date of the redemption notice given to the Company.

72. The initial redemption price (“Redemption Price”) payable on the Redeeming Preference Shareholder’s Series A Preference Share is, subject to adjustment for combinations, consolidations, subdivisions, or stock splits or the like with respect to such shares, the total of:

(a) the amount of any dividend relating to such Series A Preference Shares which has been declared by the Company but unpaid, to be calculated up to and including the redemption date (as defined below); and

(b) the Redeeming Preference Shareholder’s Original Contribution.

73. Redemption of the Preference Shares is effected by the holder thereof giving the Company not less than 30 days’ notice (“redemption notice”) at any time after June 30, 2009. The redemption notice shall specify the number of Preference Shares to be redeemed, the date of the redemption (“redemption date”) and the place at which the certificates for the Preference Shares are to be presented for redemption.

74. On the redemption date the holder of the Preference Shares who has served the redemption notice is bound to deliver to the Company at the place stated in the redemption notice the certificate (or certificates) for those shares (or, in the case of lost certificates, an indemnity in a form reasonably satisfactory to the Directors). On receipt, the Company shall pay to the holder (or, in the case of joint holders, to the holder whose name stands first in the register in respect of the Preference Shares) the redemption money due to it.

CONVERSION

75. The holders of Preference Shares shall have conversion rights as follows:

(a) Right to Convert. Unless converted earlier pursuant to Article 75 (b) below, each Series A Preference Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Company or any transfer agent for such Preference Shares, into such number of fully paid and non-assessable Ordinary Shares as determined by dividing (i) in the case of Lehman Brothers Group, US$12.28416, and (ii) in the case of BAPE Group and Alpha, US$4.9065, by the Series A Conversion Price, determined as hereinafter provided, in effect at the time of the conversion. The price at which Ordinary Shares shall be issuable upon conversion of the Series A Preference Shares (the “Series A Conversion Price”) shall initially be (i) in the case of Lehman Brothers Group, US$12.28416, and (ii) in the case of BAPE Group and Alpha, US$4.9065, per Ordinary Share. For the avoidance of doubt, each of Lehman Brothers Group and BAPE Group and Alpha shall in respect of their Series A Preference Shares have different Series A Conversion Prices, as initially determined above and subject to adjustments as hereinafter provided.

(b) Automatic Conversion. Each Preference Share shall, subject to the Company being permitted by all applicable laws to effect the conversion thereof, automatically be converted into Ordinary Share at the then effective applicable Series A Conversion Price in accordance with Article 75 (a) upon the closing of a fully underwritten Qualified IPO (such event being referred to herein as an “Automatic Conversion”).

On and after the date of an Automatic Conversion, notwithstanding that any certificates for the Preference Shares shall not have been surrendered for conversion, the Preference Shares evidenced thereby shall be deemed to be no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the rights of the holder (i) to receive the Ordinary Shares to which such holder shall be entitled upon conversion thereof, (ii) to receive the amount of cash payable in respect of any fractional share of Ordinary Shares to which it shall be entitled and (iii) with respect to dividends declared but unpaid on Preference Shares prior to such conversion date.

76. Mechanics of Conversion.

(a) The Directors may effect a conversion of Series A Preference Shares in any manner permitted by applicable law, including (A) redeeming or purchasing the relevant Series A Preference Shares and immediately applying the proceeds towards payment for such number of Ordinary Shares calculated in accordance with these Articles or (B) varying the rights attaching to the Series A Preference Shares. For the purposes of any purchase or redemption, the Directors may, subject to the Company being able to pay its debts in the ordinary course of business immediately following the date upon which such payment is to be made, make payments out of its capital or share premium account. For the purpose of any conversion by variation of rights attaching to Series A Preference Shares pursuant to and in accordance with the section of these Articles headed “Conversion” alone, each Shareholder of Series A Preference Shares shall be deemed to have given its consent to such variation without the need for any notice to be given by/to such Shareholder. Any Series A Preference Shares converted by

way of redemption shall be cancelled and the amount of the Company’s issued share capital shall be diminished by the par value of those Series A Preference Shares accordingly; but the conversion by way of redemption shall not be taken as reducing the amount of the Company’s authorised share capital.

(b) No fractional Ordinary Shares shall be issued upon conversion of the Preference Shares. All Ordinary Shares (including any fractions thereof) issuable upon conversion of Preference Shares by a holder thereof shall be aggregated for purposes of determining whether the issuance would result in the issuance of any fractional share. In lieu of any fractional shares to which the holder thereof would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective Series A Conversion Price, unless the payment would amount to less than US$50.00 in aggregate payable to any single converting holder of Preference Shares in which case such amount will not be distributed but shall be retained for the benefit of the Company.

(c) Before any holder of the Preference Shares shall be entitled to convert the same into Ordinary Shares and to receive certificates therefor, such holder shall give not less than two (2) Business Days prior written notice to the Company at such office that it elects to convert the same and surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the Preference Shares on the expiry of such fourteen (14) day period; provided, however, that in the event of an Automatic Conversion pursuant to Article 75(b), the outstanding Preference Shares shall, subject to compliance with all applicable laws, be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent, and provided further that the Company shall not be obligated to issue certificates evidencing the shares of Ordinary Shares issuable upon such Automatic Conversion unless the certificates evidencing such Preference Shares are either delivered to the Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen, or destroyed.

(d) The Company shall, as soon as practicable after such delivery, or such notification in the case of a lost certificate (subject to of an indemnity by the holder in a form reasonably satisfactory to the Directors), issue and deliver at such office to such holder of the Preference Shares, a certificate or certificates for the number of Ordinary Shares to which such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Ordinary Shares. Such conversion shall be made on the date on which the relevant entries are made on the Register of Members in respect of such conversion, and the person or persons entitled to receive Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares on such date. For the avoidance of doubt, no conversion shall prejudice the right of a holder of Preference Shares to receive dividends and other distributions declared but not paid as at the date of conversion on the Preference Shares being converted. Where an Automatic Conversion is effect by the redemption or purchase of the relevant Series A Preference Shares and the issue of Ordinary Shares, the Directors shall ensure that entries on the register of members of the Company recording the redemption or purchase of the Series A Preference Shares and issue of the Ordinary Shares are made on the date that the Company’s Ordinary Shares are listed on the relevant exchange pursuant to the Qualifying IPO.

77. Adjustments to Conversion Price.

(a) Adjustments for Dividends, Splits, Subdivisions, Combinations, or Consolidation of Ordinary Shares. In the event the number of Ordinary Shares shall be increased by a Share dividend payable in Ordinary Shares, stock split, subdivision, or other similar transaction, the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such event, be decreased in proportion to the percentage increase in the outstanding number of Ordinary Shares. In the event the number of Ordinary Shares shall be decreased by a reverse stock split, combination, consolidation, or other similar transaction, the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such event, be increased in proportion to the percentage decrease in the outstanding number of Ordinary Shares.

Except to the limited extent provided for in the case of a reverse stock split, combination, consolidation or other similar transaction or the readjustment set out in the previous paragraph of Article 77(a), no adjustment of the Series A Conversion Price pursuant to Article 77 shall have the effect of increasing the Series A Conversion Price above the Series A Conversion Price in effect immediately prior to such adjustment.

(b) Adjustments for Other Distributions. In the event the Company at any time or from time to time makes, or fixes a record date for the determination of holders of Ordinary Shares entitled to receive, any distribution payable in securities of the Company other than Ordinary Shares and other than as otherwise adjusted in this section of these Articles headed “Conversion”, then and in each such event provision shall be made so that the holders of Preference Shares shall receive upon conversion thereof, in addition to the number of Ordinary Shares receivable thereupon, the amount of securities of the Company which they would have received had their Preference Shares been converted into Ordinary Shares immediately prior to such record date or on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this section of these Articles headed “Conversion” with respect to the rights of the holders of Preference Shares. If the Company shall declare a distribution payable in securities of other persons, evidence of indebtedness of the Company or other persons, assets (excluding cash dividends) or options or rights not referred to in this Article 77(b), the holders of Preference Shares shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of Ordinary Shares of the Company into which their Preference Shares are convertible as of the record date fixed for determination of the holders of Ordinary Shares of the Company entitled to receive such distribution.

(c) Adjustments for Reclassification, Exchange and Substitution. If the Ordinary Shares issuable upon conversion of the Preference Shares shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted such that the Preference Shares shall be convertible into, in lieu of the number of Ordinary Shares which the holders

would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of such other class or classes of stock into which the Ordinary Shares that would have been subject to receipt by the holders of Preference Shares upon conversion of such Preference Shares immediately before that change would have been changed into.

(d) Adjustments on Issuance of Additional Stock. If the Company shall issue any “Additional Stock” (as defined below) for a consideration per share (“New Purchase Price”) less than any Preference Shareholder’s Series A Conversion Price in effect on the date and immediately prior to such issue, then and in each such event unless as otherwise agreed by such Preference Shareholder, such Preference Shareholder’s Series A Conversion Price shall be reduced, concurrently with such issue, to a price equal to the New Purchase Price.

For purposes of this Article 77(d), “Additional Stock” shall mean all Ordinary Shares issued by the Company and/or issuable under any rights, options or warrants to subscribe for, purchase or otherwise acquire Ordinary Shares or any securities convertible or exchangeable into Ordinary Shares, after the date on which the Series A Preference Shares were first issued (“Series A Original Issue Date”) other than Ordinary Shares issued or issuable at any time (I) upon conversion of Preference Shares; (II) upon exercise of warrants, rights or options outstanding as at the Series A Original Issue Date (including any Ordinary Shares into which outstanding Preference Shares are convertible); (III) to officers, directors, and employees of, and consultants to, the Company pursuant to the Company’s equity incentive plan; (IV) as a dividend or distribution with respect to the Preference Shares; or (V) pursuant to equipment financing or leasing arrangements or bank financing transactions or in connection with business combinations or corporate partnering agreements or other similar arrangements approved by the Directors.

For the purpose of making any adjustment to the Series A Conversion Price as provided above, the consideration received by the Company for any issue or sale of Ordinary Shares shall be computed:

(i) to the extent it consists of cash, as the amount of cash received by the Company before deduction of any offering expenses payable by the Company and any underwriting or similar commissions, compensation, or concessions paid or allowed by the Company in connection with such issue or sale;

(ii) to the extent it consists of property other than cash, at the fair market value of that property as reasonably determined in good faith by the Directors; and

(iii) if Ordinary Shares are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, as the portion of the consideration so received that may be reasonably determined in good faith by the Directors to be allocable to such Ordinary Shares.

If the Company (1) grants any rights or options to subscribe for, purchase, or otherwise acquire Ordinary Shares, or (2) issues or sells any security convertible or exchangeable into Ordinary Shares, then, in each case, the price per Ordinary

Share issuable on the exercise of the rights or options or the conversion of the securities will be determined by dividing the total amount, if any, received or receivable by the Company as consideration for the granting of the rights or options or the issue or sale of the convertible securities, plus the minimum aggregate amount of additional consideration payable to the Company on exercise or conversion of the securities, by the maximum number of Ordinary Shares issuable on the exercise of conversion. Such granting or issue or sale will be considered to be an issue or sale for cash of the maximum number of Ordinary Shares issuable on exercise or conversion at the price per share determined under this Article 77(d), and the Series A Conversion Price, will be adjusted as above provided to reflect (on the basis of that determination) the issue or sale. No further adjustment of such Series A Conversion Price will be made as a result of the actual issuance of Ordinary Shares on the exercise of any such rights or options or the conversion of any such convertible securities.

Upon the redemption or repurchase of any such securities or the expiration or termination of the right to convert into, exchange for, or exercise with respect to, Ordinary Shares, the Series A Conversion Price will be readjusted to such price as would have been obtained had the adjustment made upon their issuance been made upon the basis of the issuance of only the number of such securities as were actually converted into, exchanged for, or exercised with respect to, Ordinary Shares. If the purchase price or conversion or exchange rate provided for in any such security changes at any time, then, upon such change becoming effective, the Series A Conversion Price then in effect will be readjusted forthwith to such price as would have been obtained had the adjustment made upon the issuance of such securities been made upon the basis of (1) the issuance of only the number of Ordinary Shares actually delivered upon the conversion, exchange or exercise of such securities, and the total consideration received therefor, and (2) the granting or issuance, at the time of such change, of any such securities then still outstanding for the consideration, if any, received by the Company therefor and to be received on the basis of such changed price or rate.

(e) Other Adjustment Events. If the holders of at least a majority of the then outstanding Preference Shares reasonably determine that an adjustment should be made to the Series A Conversion Price as a result of one or more events or circumstances not referred to in this Article 77, the Company shall request such firm of internationally recognized independent accountants jointly selected by the Company and such holders, acting as experts, to determine as soon as practicable what adjustment (if any) to the Series A Conversion Price is fair and reasonable to take account thereof and the date on which such adjustment should take effect, and upon such determination such adjustment (if any) shall be made and shall take effect in accordance with such determination. The costs, fees and expenses of the accountants selected shall be borne by the Company.

(f) Extension of General Offer. So long as any Preference Shares are outstanding and the Company becomes aware that an offer is made or an invitation is extended to all holders of Ordinary Shares generally to acquire all or some of the Ordinary Shares or any scheme or arrangement is proposed for that acquisition, the Company shall forthwith give notice to all holders of Preference Shares and the Company shall use its best endeavours to ensure that there is made or extended at the same time a similar offer or invitation, or that the scheme or arrangement is extended, to each holder of Preference Shares, as if its conversion rights had been fully exercised on a date which is immediately before the record date for the offer or invitation or the scheme or arrangement at the Series A Conversion Price applicable at that time.

(g) Notices Regarding Winding-up. If, at any time when any Preference Shares are outstanding, a notice is given announcing the convening of a meeting of the members of the Company for the purpose of passing a resolution for the winding up of the Company, the Company forthwith shall give notice to all holders of Preference Shares. Each such holder shall be entitled at any time within two (2) weeks after the date on which such notice is given (but not thereafter) to elect by notice in writing delivered to the Company to be treated as if it had, immediately before the date of the passing of such resolution, exercised its conversion rights in respect of all Preference Shares of which it is the holder and it shall be entitled to receive an amount equal to the amount which it would have received had it been the holder of Ordinary Shares to which it would have become entitled by virtue of such exercise.

(h) No Adjustment. No adjustment of the Series A Conversion Price shall be made in an amount less than US$0.01 per Preference Share.

78. No Impairment. The Company will not, by amendment of the Memorandum and these Articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of this section of these Articles headed “Conversion” and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Preference Shares against impairment.

79. Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A Conversion Price pursuant to this section of these Articles headed “Conversion”, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof, and furnish to each holder of Preference Shares subject to such adjustment or readjustment, a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request of any holder of Preference Shares, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the applicable conversion price then in effect, and (iii) the number of Ordinary Shares and the amount, if any, of other property which at the time would be received upon the conversion of such series of Preference Shares.

80. Notices of Record Date. In the event that the Company shall propose at any time:

(a) to declare any dividend or distribution upon its Ordinary Shares or other class or series of shares, whether in cash, property, stock, or other securities, and whether or not a regular cash dividend;

(b) to offer for subscription pro rata to the holders of any additional shares of any class or series or other rights;

(c) to effect any reclassification or recapitalization of its Ordinary Shares outstanding involving a change in the Ordinary Shares; or

(d) to merge or consolidate with or into any other corporation, or sell, lease, or convey all or substantially all its property, assets or business, or a majority of the capital stock of the Company, or to liquidate, dissolve, or wind up;

then, in connection with each such event, the Company shall send to the holders of Preference Shares:

(i) at least 30 days’ prior written notice of the date on which a record shall be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of Ordinary Shares shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in subparagraphs (c) and (d) of this Article 80; and

(ii) in the case of the matters referred to in subparagraphs (c) and (d) of this Article 80, at least 30 days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of Ordinary Shares shall be entitled to exchange their Ordinary Shares for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier).

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of Preference Shares at the address for each such holder as shown on the books of the Company.

81. Issue Taxes. The Company shall pay any and all issue and other taxes (other than income taxes) that may be payable in respect of any issue or delivery of Ordinary Shares on conversion of Preference Shares pursuant hereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion.

82. Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose of effecting the conversion of Preference Shares, such number of Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Preference Shares, and if at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Preference Shares, the Shareholders will take such corporate action as may be necessary to increase the authorized but unissued Ordinary Shares to such number as shall be sufficient for such purpose, including, without limitation, approving of any necessary amendment to its Memorandum or Articles of Association.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

83. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not exceed in any case 40 days. If the Register of Members shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members the register shall be so closed for at least 10 days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register of Members.

84. In lieu of or apart from closing the Register of Members, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a meeting of the Members and for the purpose of determining those Members that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.

85. If the Register of Members is not so closed and no record date is fixed for the determination of those Members entitled to receive notice of, attend or vote at a meeting of Members or those Members that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

GENERAL MEETINGS

86. The Directors may, whenever they think fit, convene a general meeting of the Company.

87. General meetings shall also be convened on the written requisition of any Member or Members entitled to attend and vote at general meetings of the Company who hold not less than 10 per cent of the paid up voting share capital of the Company deposited at the registered office of the Company specifying the objects of the meeting for a date no later than 21 days from the date of deposit of the requisition signed by the requisitionists, and if the Directors do not convene such meeting for a date not later than 45 days after the date of such deposit, the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.

88. If at any time there are no Directors, any two Members (or if there is only one Member then that Member) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

89. At least ten (10) Business Days’ notice counting from the date service is deemed to take place as provided in these Articles specifying the place, the day and the hour of the meeting and, in case of special business, the general nature of that business, shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such persons as are, under these Articles, entitled to receive such notices from the Company, but with the consent of all the Members entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Members may think fit.

90. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Member shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

91. No business shall be transacted at any general meeting unless a quorum is present. A general meeting is duly constituted if, at the commencement of and throughout the meeting, there are present in person or by proxy: (i) the holders of Series A Preference Shares holding not less than an aggregate of 50% of the outstanding Series A Preference Shares; and (ii) the holders of Ordinary Shares being not less than an aggregate of 50% of all Ordinary Shares in issue.

92. A general meeting will be adjourned to the same time and place seven (7) Business Days later if a quorum is not present at that general meeting. If at such adjourned meeting a quorum is still not present within forty-five minutes from the time appointed for the meeting, the Shareholders present shall constitute a quorum. Except for the business as outlined in the notice to Shareholders, no other business shall be transacted thereat.

93. Each Series A Preference Share shall carry such number of votes as is equal to the number of votes of Ordinary Shares then issuable upon the conversion of such Series A Preference Shares into Ordinary Shares. The Series A Preference Shareholders and the other Shareholders shall vote together and not as a separate class.

94. Any general meeting may be held, and any shareholder or as the case may be director may participate in such meeting, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other; and such participation shall be deemed to constitute presence in person at the meeting.

95. Subject to provisions of these Articles, all business carried out at a general meeting shall be deemed special and be approved by a Special Resolution with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets, and any report of the Directors or of the Company’s auditors and the fixing of the remuneration of the Company’s auditors. No special business shall be transacted at any general meeting without the consent of all Members entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting.

96. The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company.

97. If there is no such chairman, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Members present shall choose one of their number to be chairman of that meeting.

98. The chairman may with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 14 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

99. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by one or more Members present in person or by proxy entitled to vote, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

100. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

101. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

102. A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

VOTES OF MEMBERS

103. Subject to any rights and restrictions for the time being attached to any class or classes of shares, on a show of hands every Member present in person and every person representing a Member by proxy shall at a general meeting of the Company have one vote and on a poll every Member and every person representing a Member by proxy shall have one vote for each share of which he or the person represented by proxy is the holder.

104. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

105. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person may vote by proxy.

106. No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares carrying the right to vote held by him have been paid.

107. On a poll votes may be given either personally or by proxy.

108. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Member.

109. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.

110. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

111. A resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

112. Any corporation which is a Member or a Director may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members or of the Board of Directors or of a committee of Directors, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member or Director.

DIRECTORS

113. The maximum number of persons comprising the Board of Directors shall be seven (7) unless otherwise agreed by a majority vote of the Shareholders and consented to by Preference Shareholder(s) then holding no less than 51% of the issued Series A Preference Shares.

114. Preference Shareholder(s) holding no less than 51% of the issued and outstanding Series A Preference Shares shall be entitled, by written notice to the Company, to nominate and elect one (1) person to the Board as director and to remove such directors nominated by it and to nominate and elect another person to replace the person removed.

115. So long as the BVI is the legal and beneficial owner of not less than 51% of all the Shares, it shall be entitled to, by the written notice to the Company, Baring and Lehman Brothers, to nominate and elect four (4) persons to the Board as directors, and to remove such director nominated by it and to nominate and elect other persons to replace the persons removed.

115A BVI shall be entitled, by written notice to the Company, and with the approval of Preference Shareholder(s) holding no less than 51% of the issued and outstanding Series A Preference Shares, to nominate and elect one (1) person to the Board as an

independent director, and to remove such director nominated by it (provided at any such removal shall not require the approval of the Preference Shareholders as aforesaid) and nominate (subject to the provisions of this Article) another person to replace the person removed.

116. The Board of Directors shall consist of one (1) person to be nominated by Baring, four (4) persons to be nominated by BVI under Article 115, one (1) person to be nominated by BVI under Article 115A and one (1) person to be nominated by a unanimous resolution of all of the Shareholders.

117. In relation to meetings of the Board, each director shall be given not less than ten (10) Business Days’ written notice of meetings, but any meeting held without such notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting waive notice of the meeting in writing; and for this purpose, the presence of a director at a meeting shall be deemed to constitute a waiver on his part in respect of such meeting.

118. Subject to the provisions of these Articles, the Company may by Special Resolution appoint any person to be a Director.

119. Subject to the provisions of these Articles, a Director shall hold office until such time as he is removed from office by the Company by Special Resolution.

120. Subject to the provisions of these Articles, the Company may by Special Resolution from time to time fix the maximum and minimum number of Directors to be appointed.

121. The remuneration of the Directors may be determined by the Board of Directors or by the Company by Ordinary Resolution.

122. There shall be no shareholding qualification for Directors unless determined otherwise by the Company by Ordinary Resolution.

123. The Directors shall have power at any time and from time to time to appoint a person as Director, either as a result of a casual vacancy or as an additional Director, subject to the maximum number (if any) imposed by the Company under these Articles.

ALTERNATE DIRECTOR

124. Any Director may in writing appoint another person to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the person appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.

125. Any Director may appoint any person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing

Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

POWERS AND DUTIES OF DIRECTORS

126. Subject to the provisions of the Companies Law, these Articles and to any resolutions made in a general meeting, the business and affairs of the Company shall be managed by the Directors in the best interest of the Company. After the date hereof, neither the Members, nor any of their Associates will enter into any contract, agreement, arrangement or other transaction with the Company or any of its subsidiaries unless the terms and provisions of such contract, agreement or other arrangement or the terms on which such transaction is conducted, as the case may be, are fair to the Company or such subsidiary and are not less favourable than those obtainable in an arm’s length relationship.

127. The Directors may from time to time appoint any person, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of president, one or more vice-presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any person appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto determine if any managing director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

128. The Directors may appoint a Secretary (and if need be an Assistant Secretary or Assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or Assistant Secretary so appointed by the Directors may be removed by the Directors.

129. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

130. The Board shall establish an audit committee, a compensation committee and an investment committee of the Company or its subsidiary on or before Completion, in which (i) each of the audit committee, the compensation committee and the investment committee consists of three (3) members, of which Baring shall have the right to nominate and appoint one (1) member on each of the audit committee and the compensation committee of the Board, (ii) the audit committee of the Board shall be responsible for and in charge of the appointment of the auditors of the Company, the internal financial control and review, financial system improvement and maintenance and all corporate governance issues, (iii) the compensation committee of the Board shall be responsible for and in charge of the terms and conditions of appointment of and the compensation and salaries (including any ESOP) of the senior management personnel of the Company, (iv) the investment committee of the Board shall be responsible for and in charge of the decision-making for all major investments, and mergers and acquisitions; and (v) each of the audit committee, the compensation committee and the investment committee shall meet at least once every quarter.

131. In the event of the occurrence of the Drag Along Event as provided in these Articles, the compensation committee of the Directors shall use its reasonable endeavours to negotiate with the Acquirer (as defined in Article 68) to offer to the senior management personnel of the Company at that time, a reasonable remuneration package with terms consistent with industry standards. This Article shall not be construed as a condition to the exercise of the Drag Along Right in Article 68, 69 and 70, and does not operate and should not be regarded as a guarantee that any reasonable remuneration package will be offered, if at all, to the senior management personnel of the Company.

132. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

133. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.

134. The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such persons.

135. The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

136. Any such delegates as aforesaid may be authorised by the Directors to subdelegate all or any of the powers, authorities, and discretion for the time being vested in them.

MATTERS REQUIRING CONSENT OF PREFERENCE SHAREHOLDERS

137. Regardless of any other provisions of these Articles, but subject to all applicable laws, the Shareholders shall each take all steps necessary to ensure that the Company shall not carry out any of the following actions, and no affirmative Board of Directors’ resolution or Members’ resolution shall be adopted to approve or carry out the same, except with the prior written consent of Preference Shareholders then holding no less than 51% of the issued Series A Preference Shares (provided that Preference Shareholder(s) holding no less than 51% of the issued Series A Preference Shares then outstanding shall consult Lehman Brothers before providing any such consent; it being understood that, notwithstanding any such consultation, any final decision with respect to such consent shall be made by such Preference Shareholder(s)):

(a) any amendment, modification or change of any rights, preferences, privileges or powers of, or any restrictions provided for the benefit of, the Series A Preference Shares;

(b) any action that authorises, creates or issues Shares of any class in the Company having rights superior to the Series A Preference Shares, whether in terms of voting rights or of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Company, or having rights on a parity in all respects with the Series A Preference Shares;

(c) any action that reclassifies or converts any issued Shares of the Company into Shares having rights superior to the preference or priority of the Series A Preference Shares, whether in terms of voting rights or of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Company, or having rights on a parity in all respects with the Series A Preference Shares;

(d) any amendment, modification or change to or of the memorandum or articles of association or other similar documents of the Company that will directly or indirectly affect adversely the rights of the Series A Preference Shares;

(e) any merger, sale, acquisition, consolidation or reorganisation of the Company with or into one or more corporations or any other entity(ies) (other than a merger or consolidation involving only the Company and its wholly owned Subsidiary) or any other transaction or series of related transactions (such merger, sale, acquisition, consolidation, reorganisation and transactions to be collectively referred to as “Transaction”), in which the Company or its Members immediately prior to such Transaction will not, as a result of or subsequent to the Transaction, hold a majority of the voting power of the surviving or resulting entity;

(f) the sale or Disposal of or creation of any encumbrance over all or substantially all of the assets or any assets of the Company (including without limitation the Company’s interest in any of its Subsidiaries or the intellectual property or business in connection with any of its products as may be developed from time to time);

(g) the commencement of any liquidation, dissolution, winding up or termination of the Company;

(h) any borrowing or other incurrence of indebtedness (including the assumption of contingent liability under any guarantee, surety or indemnity but excluding any trade debts owed or trade credits granted) by the Company (in one transaction or a series of related transactions) in excess of US$100,000.00 within any 12-month period;

(i) any material alteration or change in the business scope of the Company as set out in the Company’s constitutional document or approved business plan or any material change in the Company’s business plan or any material change in the Company’s approved annual budget;

(j) any increase in aggregate compensation (including all benefits) of any of the five (5) most highly compensated employees or officers of the Company by more than 50% in any twelve (12)-month period;

(k) any public offering of Shares of the Company that does not meet the requirements of a Qualified IPO;

(l) any purchase or lease of any interest in land or real property or any other asset or equipment or the making of any investment, except for (i) any lease of land, real property, asset or equipment which does not exceed US$100,000.00 within a 12–month period and (ii) any purchase of equipment not exceeding US$100,000.00 within a 12-month period;

(m) any change in the maximum number of directors of the Company, or the appointment or removal of the Chief Executive Officer, Chief Financial Officer, Chief Operation Officer and Chief Technology Officer of the Company;

(n) the declaration or payment of any dividend or other distribution on the Ordinary Shares;

(o) the entry into of any contract, agreement or arrangement with any person related to any Director or holders of Ordinary Shares or which is other than at arm’s length;

(p) any change in the authorised or issued Shares of the Company, or any issue or allotment of any Shares in the Company or any issue or grant of any Shares conferring on any person a right to acquire any Shares in the Company (except where such new issue or allotment falls within the exceptions in Right of First Offer hereof;

(q) the adoption, termination or material amendment of, or any increase or decrease in the number of options or shares which may be granted under any ESOP; and

(r) the terms and conditions of appointment of and the compensation and salaries payable to any senior management personnel of the Company including without limitation the Chief Executive Officer, Chief Financial Officer, Chief Operation Officer and Chief Technology Officer of any Group Company, and any variations to any of such terms, conditions, compensation or salaries.

138. So long as Lehman Brothers is the owner of no less than 5% of all issued and outstanding share capital of the Company on a fully-diluted and as-converted basis, and subject to all applicable laws, the Shareholders shall each take all steps necessary to ensure that the Company shall not carry out any of the following actions, and no affirmative Board of Directors’ resolution or Members’ resolution shall be adopted to approve or carry out the same, except with the prior written consent of Lehman Brothers:

(a) any amendment, modification or change of any rights, preferences, privileges or powers of, or any restrictions provided for the benefit of, the Series A Preference Shares;

(b) any amendment, modification or change to or of the memorandum or articles of association or other similar documents of any of the Group Companies that will directly or indirectly affect adversely the rights of the Series A Preference Shares; and

(c) any registered public offering (“IPO”) that does not meet the requirements of a Qualified IPO.

INITIAL PUBLIC OFFERING

139. It is the intention of the Members to seek an IPO of Shares of the Company (or as the case may be, Shares of the relevant entity resulting from any merger, reorganisation or other arrangements made by the Company for the purposes of public offering) (“IPO Shares”) in the United States of America, London, Hong Kong, Singapore or a reputable stock exchange in any other jurisdiction as determined by the Company provided that any such IPO shall be a Qualified IPO.

BORROWING POWERS OF DIRECTORS

140. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

141. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an Assistant Secretary) or in the presence of any one or more persons as the Directors may appoint for the purpose and every person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.

142. The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such person or persons as the Directors shall for this purpose appoint and such person or persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an Assistant Secretary) or in the presence of any one or more persons as the Directors may appoint for the purpose.

143. Notwithstanding the foregoing, a Secretary or any Assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

DISQUALIFICATION OF DIRECTORS

144. Subject to the provisions of these Articles, the office of Director shall be vacated, if the Director:

(a) becomes bankrupt or makes any arrangement or composition with his creditors;

(b) dies or resigns his office by notice in writing to the Company;

(c) is found to be or becomes of unsound mind;

(d) is removed from office by Special Resolution; or

(e) is removed from office by notice addressed to him at his last known address and signed by all his co-Directors (not being less than two in number).

PROCEEDINGS OF DIRECTORS

145. The Directors shall convene at least four (4) meetings in each fiscal year. The Directors may meet together (either within or without the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. A Director may, and a Secretary or Assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.

146. A Director or Directors may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director or Directors are members, by means of telephone or similar communication equipment by way of which all persons participating in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting.

147. One (1) director appointed by the Preference Shareholders pursuant to Article 114 plus two (2) directors appointed by BVI constitute a quorum. A resolution signed by a majority of the directors (including at least one director nominated by Baring) of the Board or any Subsidiary Board, entitled to receive notice of a meeting of such directors shall be as valid and effectual for all purposes as a resolution of such directors duly passed at a meeting of the Board (or Subsidiary Board, as the case may be) duly convened, held and constituted provided that: (i) where such resolution is in relation to any contract or arrangement in which a director or directors are interested, it shall not be effective unless the number of directors signing the resolution who are not interested in the contract or arrangement would have constituted a quorum of directors if a meeting had been held for the purpose of considering the contract or arrangement; (ii) when a director has approved a resolution by facsimile, the original of the signed copy shall be deposited with the relevant Group Company in its registered office or such other office as the relevant Group Company may designate for this purpose from time to time by such director as soon as possible thereafter. Any such resolution may consist of several documents, provided each such document is signed by one or more directors; and (iii) resolutions relating to matters provided in Article 137 shall not be effective unless and until any consent of Preference Shareholder(s) then holding no less than 51% of the issued Series A Preference Shares required under Article 137 has been obtained. A Director represented by proxy or by an Alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.

148. A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Board of Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be

counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

149. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

150. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

151. The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:

(a) all appointments of officers made by the Directors;

(b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

(c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

152. When the chairman of a meeting of the Directors signs the minutes of such meeting those minutes shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

153. The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

154. The Directors may elect a chairman of their meetings and determine the period for which he is to hold office but if no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.

155. A committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting.

156. A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

157. All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

DIVIDENDS

158. Subject to any rights and restrictions for the time being attached to any class or classes of shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefore, provided that no dividends or other distributions shall be declared, paid or distributed (whether in cash or otherwise) on any Ordinary Share or any other class of shares unless and until a dividend in the like amount and kind has first been declared on the Series A Preference Shares on an as-if-converted basis and has been paid in full to the Series A Preference Shareholders.

159. The Series A Preference Shareholders shall be entitled to receive out of any funds legally available therefor, when and if declared by the Directors, dividends at the rate and in the amount as the Directors consider appropriate.

160. The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments (other than shares) as the Directors may from time to time think fit.

161. Any dividend may be paid by cheque sent through the post to the registered address of the Member or person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such person and such address as the Member or person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the person to whom it is sent or to the order of such other person as the Member or person entitled, or such joint holders as the case may be, may direct.

162. The Directors when paying dividends to the Members in accordance with the provisions of these Articles may make such payment either in cash or in specie.

163. Subject to any rights and restrictions for the time being attached to any class or classes

of shares (including, without limitation, any right to distributions on the occurrence of any Liquidation Event), all dividends shall be declared and paid according to the amounts paid on the shares, but if and so long as nothing is paid up on any of the shares dividends may be declared and paid according to the par value of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the share.

164. If several persons are registered as joint holders of any share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share.

165. No dividend shall bear interest against the Company.

ACCOUNTS AND AUDIT

166. The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.

167. The books of account shall be kept at the registered office of the Company, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

168. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by the Company by Ordinary Resolution.

169. The accounts relating to the Company’s affairs shall only be audited if the Directors so determine, in which case the financial year end and the accounting principles will be determined by the Directors.

CAPITALISATION OF PROFITS

170. Subject to the Companies Law, the Directors may, with the authority of an Ordinary Resolution:

(a) resolve to capitalise an amount standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution;

(b) appropriate the sum resolved to be capitalised to the Members in proportion to the nominal amount of shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i) paying up the amounts (if any) for the time being unpaid on shares held by them respectively, or

(ii) paying up in full unissued shares or debentures of a nominal amount equal to that sum,

and allot the shares or debentures, credited as fully paid, to the Members (or as

they may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to Members credited as fully paid;

(c) make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;

(d) authorise a person to enter (on behalf of all the Members concerned) into an agreement with the Company providing for either:

(i) the allotment to the Members respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalisation, or

(ii) the payment by the Company on behalf of the Members (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing shares,

and any such agreement made under this authority being effective and binding on all those Members; and

(e) generally do all acts and things required to give effect to the resolution.

SHARE PREMIUM ACCOUNT

171. The Directors shall in accordance with Section 34 of the Companies Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share.

172. There shall be debited to any share premium account on the redemption or purchase of a share the difference between the nominal value of such share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by Section 37 of the Companies Law, out of capital.

NOTICES

173. Any notice or document may be served by the Company or by the person entitled to give notice to any Member either personally, by facsimile or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

174. Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

175. Any notice or other document, if served by (a) post, shall be deemed to have been served five days after the time when the letter containing the same is posted, or, (b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient or (c) recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service. In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

176. Any notice or document delivered or sent by post to or left at the registered address of any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

177. Notice of every general meeting of the Company shall be given to:

(a) all Members holding shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and

(b) every person entitled to a share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other person shall be entitled to receive notices of general meetings.

INDEMNITY

178. Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, Assistant Secretary, or other officer for the time being and from time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him in or about the conduct of the Company’s business or affairs or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere, unless otherwise stipulated by the Share Subscription Agreement and the Amended and Restated Shareholders Agreement.

179. No such Director, alternate Director, Secretary, Assistant Secretary or other officer of the Company (but not including the Company’s auditors) shall be liable (a) for the acts, receipts, neglects, defaults or omissions of any other such Director or officer or agent of the Company or (b) for any loss on account of defect of title to any property of the Company or (c) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (d) for any loss incurred through any bank,

broker or other similar person or (e) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on his part or (f) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers authorities, or discretions of his office or in relation thereto, unless the same shall happen through his own dishonesty.

NON-RECOGNITION OF TRUSTS

180. No person shall be recognised by the Company as holding any share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent or future interest in any of its shares or any other rights in respect thereof except an absolute right to the entirety thereof in each Member registered in the Register of Members.

LIQUIDATION

181. Subject to applicable law (including, if applicable, the satisfaction of all creditors’ claims), if a Liquidation Event occurs, then subject to the Article 182, all the assets and funds of the Company available for distribution to members shall be distributed pro rata among all the holders of Preference Shares (on an as if converted basis) and Ordinary Shares.

182. Notwithstanding the immediately preceding Article, if the Liquidation Event is a Sale Event, then instead of receiving the distributions in accordance with the Article 181 above, and subject to applicable law (including, if applicable, the satisfaction of all creditors’ claims), each of the Preference Shareholders shall be entitled, in its absolute discretion and election, to receive either:

(a) a portion of the proceeds of such Sale Event, in the form of cash, shares or other assets payable under such Sale Event, in proportion to the shareholding of such holder of Preference Shares in the Company (on an as-if-converted basis);

(b) in respect of any Preference Shareholder other than Baring, if the selling price of the Company is less than US$175,000,000.00 in a Sale Event, (i) a cash amount equal to 1.5 times such Preference Shareholder’s Original Contribution, plus all declared but unpaid dividends and distributions on its Preference Shares, and (ii) after the amount as set forth in Article 182(b)(i) has been fully paid to the Preference Shareholders, any remaining assets and funds of the Company available for distribution shall be distributed pro rata among all the Members; or

(c) in respect of Baring, if the selling price of the Company is less than US$100,000,000.00 in a Sale Event, (i) a cash amount equal to 1.5 times such Preference Shareholder’s Original Contribution, plus all declared but unpaid dividends and distributions on its Preference Shares, and (ii) after the amount as set forth in Article 182(c)(i) has been fully paid to the Preference Shareholders, any remaining assets and funds of the Company available for distribution shall be distributed pro rata among all the Members,

and the holders of Ordinary Shares hereto (other than the Preference Shareholders) shall procure that the proceeds of such Sale Event shall be applied and paid in such manner as required by the holders of Preference Shares to give effect to this Article 182 and shall take and procure the taking of all necessary actions to give effect to this Article 182 including without limitation the Directors and/or the Company’s members passing any necessary resolutions for the distribution of such proceeds to the holders

of Preference Shares and the giving of payment direction to the payer of such proceeds to pay the relevant amount of the proceeds directly to the holders of Preference Shares.

AMENDMENT OF ARTICLES OF ASSOCIATION

183. Subject to the Companies Law and the rights attaching to the various classes of shares, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

REGISTRATION BY WAY OF CONTINUATION

184. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

EX-3.2

Exhibit 3.2

THE COMPANIES LAW (2007 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

NOAH EDUCATION HOLDINGS LTD.

Adopted by Special Resolution passed on 20 September 2007 and effective immediately upon (i) completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares on the New York Stock Exchange and (ii) the re-designation of the 200,000,000 Series A Preference Shares of US$0.0001 par value each in the Company as ordinary shares of US$0.0001 par value each

1. The name of the Company is Noah Education Holdings Ltd.

2. The Registered Office of the Company shall be at the offices of M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, or at such other place as the Directors may from time to time decide.

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (2007 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands.

4. The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.

5. The authorized share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.0001 each. The Company has the power to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (2007 Revision) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.

6. The Company has the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7. Capitalized terms that are not defined in this Amended and Restated Memorandum of Association bear the same meaning as those given in the Amended and Restated Articles of Association of the Company adopted by Special Resolution passed on [•], 2007 and effective immediately upon completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares.

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THE COMPANIES LAW (2007 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

NOAH EDUCATION (CHINA) HOLDINGS LIMITED

Adopted by Special Resolution passed on 20 September 2007 and effective immediately upon (i) completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares on the New York Stock Exchange and (ii) the re-designation of the 200,000,000 Series A Preference Shares of US$0.0001 par value each in the Company as ordinary shares of US$0.0001 par value each

INTERPRETATION

1. In these Articles, unless otherwise defined, the defined terms shall have the meanings assigned to them as follows:

“Articles”

the Amended and Restated Articles of Association adopted by Special Resolution on 20 September 2007 and effective immediately upon (i) completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares on the New York Stock Exchange and (ii) the re-designation of the 200,000,000 Series A Preference Shares of US$0.0001 par value each in the Company as ordinary shares of US$0.0001 par value each, as from time to time altered or added to in accordance with the Statutes and these Articles;

“Board”

the board of directors of the Company;

“Business Day”

a day (excluding Saturdays or Sundays), on which banks in Hong Kong, Beijing and New York are open for general banking business throughout their normal business hours;

“Commission”

Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

“Companies Law”

the Companies Law (2007 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Companies Law is referred to, the reference is to that provision as amended by any law for the time being in force;

“Company”

Noah Education Holdings Ltd., a Cayman Islands company limited by shares;

“Company’s Website”

the website of the Company, the address or domain name of which has been notified to Members;

“Designated Stock Exchange”

the Global Market of The Nasdaq Stock Market, The New York Stock Exchange or any other internationally recognized stock exchange where the Company’s securities are traded;

“Directors”

the directors of the Company for the time being, or as the case may be, the Directors assembled as a Board or as a committee thereof;

“electronic”

the meaning given to it in the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

“electronic communication”

electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

“in writing”

includes writing, printing, lithograph, photograph, type-writing and every other mode of representing words or figures in a legible and non-transitory form and, only where used in connection with a notice served by the Company on Members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference;

“Member”

a person whose name is entered in the Register of Members as the holder of a share or shares;

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“Memorandum of Association”

the Memorandum of Association of the Company, as amended and re-stated from time to time;

“month”

calendar month;

“Ordinary Resolution”

a resolution:

(a) passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Member being an organization, by its duly authorized representative or, where proxies are allowed, by proxy at a general meeting of the Company; or

(b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed;

“Ordinary Shares”

ordinary shares of par value of US$0.0001 each in the capital of the Company with the rights set out in these Articles;

“paid up”

paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;

“Register of Members”

the register to be kept by the Company in accordance with Section 40 of the Companies Law;

“Registered Office”

the registered office for the time being of the Company;

“Seal”

the common seal of the Company including any facsimile thereof;

“Securities Act”

the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

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“share”

any share in the capital of the Company, including the Ordinary Shares and shares of other classes;

“signed”

includes a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

“Special Resolution”

a resolution passed in accordance with Section 60 of the Companies Law and includes a unanimous written resolution expressly passed as a special resolution;

“Statutes”

the Companies Law and every other laws and regulations of the Cayman Islands for the time being in force concerning companies and affecting the Company;

“year”

calendar year.

2. In these Articles, save where the context requires otherwise:

(a) words importing the singular number shall include the plural number and vice versa;

(b) words importing the masculine gender only shall include the feminine gender;

(c) words importing persons only shall include companies or associations or bodies of persons, whether corporate or not;

(d) “may” shall be construed as permissive and “shall” shall be construed as imperative;

(e) a reference to a dollar or dollars (or $) is a reference to dollars of the United States;

(f) references to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

(g) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(h) Section 8 of the Electronic Transactions Law (2003 Revision) shall not apply.

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3. Subject to the last two preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

4. The business of the Company may be commenced as soon after incorporation as the Directors see fit, notwithstanding that only part of the shares may have been allotted or issued.

5. The registered office of the Company shall be at such address in the Cayman Islands as the Directors shall from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

SHARE CAPITAL

6. The authorized share capital of the Company at the date of adoption of these Articles is US$50,000 divided into 500,000,000 Ordinary Shares of a nominal or par value of US$0.0001 each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law and these Articles and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.

ISSUE OF SHARES

7. Subject to the provisions, if any, in the Articles and to any direction that may be given by the Company in a general meeting, the Directors may, in their absolute discretion and without approval of the holders of Ordinary Shares, cause the Company to issue such amounts of Ordinary Shares and/or preferred shares (whether in certificated form or non-certificated form), grant rights over existing shares or issue other securities in one or more series as they deem necessary and appropriate and determine designations, powers, preferences, privileges and other rights, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers and rights associated with the Ordinary Shares, at such times and on such other terms as they think proper. The Company shall not issue shares in bearer form.

REGISTER OF MEMBERS AND SHARE CERTIFICATES

8. The Company shall maintain a Register of Members and every person whose name is entered as a Member in the Register of Members shall, without payment, be entitled to a certificate within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the share or shares held by that person and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate,

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and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. All certificates for shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Member’s registered address as appearing in the register.

9. Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

10. Any two or more certificates representing shares of any one class held by any Member may at the Member’s request be cancelled and a single new certificate for such shares issued in lieu on payment (if the Directors shall so require) of US$1.00 or such smaller sum as the Directors shall determine.

11. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the relevant Member upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

12. In the event that shares are held jointly by several persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.

TRANSFER OF SHARES

13. The instrument of transfer of any share shall be in writing (in the usual or common form or any other form approved by the Directors) and executed by or on behalf of the transferor and shall be accompanied by the certificate of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members in respect thereof. The Board may, in its sole discretion, decline to register any transfer of any share which is not fully paid up or on which the Company has a lien. If the Directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as the Board may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

14. All instruments of transfer that shall be registered shall be retained by the Company.

REDEMPTION AND PURCHASE OF OWN SHARES

15. Subject to the provisions of the Statutes and these Articles, the Company may:

(a) issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Company may, before the issue of such shares, determine by Special Resolution;

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(b) purchase its own shares (including any redeemable shares) at such times, on such terms and in such manner as the Directors may determine; and

(c) make a payment in respect of the redemption or purchase of its own shares otherwise than out of profits or the proceeds of a fresh issue of shares.

16. Any share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.

17. The redemption or purchase of any share shall not be deemed to give rise to the redemption or purchase of any other share.

18. The Directors may, when making payments in respect of redemption or purchase of shares, if authorized by the terms of issue of the shares being redeemed or purchased or with the agreement of the holder of such shares, make such payment in any form of consideration permitted by the Statutes.

VARIATION OF RIGHTS ATTACHING TO SHARES

19. If at any time the share capital is divided into different classes of shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to these Articles, be varied or abrogated with the consent in writing of the holders of a majority of the issued shares of that class or with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of that class.

20. The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of shares except that the necessary quorum shall be one person holding or representing by proxy at least one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

21. The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking in priority to or pari passu therewith.

COMMISSION ON SALE OF SHARES

22. The Company may, in so far as the Statutes from time to time permit, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

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NON-RECOGNITION OF TRUSTS

23. No person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statutes) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

LIEN ON SHARES

24. The Company shall have a first and paramount lien and charge on all shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such share shall operate as a waiver of the Company’s lien (if any) thereon. The Company’s lien (if any) on a share shall extend to all dividends or other monies payable in respect thereof.

25. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 calendar days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or to the persons entitled thereto by reason of the death or bankruptcy of such registered holder.

26. To give effect to any such sale, the Directors may authorise any person to transfer the shares sold to, or in accordance with the direction of, the purchaser thereof. The purchaser, or nominee, shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under these Articles.

27. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES

28. The Directors may from time to time make calls upon the Members in respect of any money unpaid on their shares, and each Member shall (subject to receiving at least 14 calendar days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

29. The joint holders of a share shall be jointly and severally liable to pay calls in respect thereof.

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30. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum from the day appointed for the payment thereof to the time of the actual payment at such rate as the Directors may determine, but the Directors may waive payment of that interest wholly or in part.

31. An amount payable in respect of a share on allotment or at any fixed date, whether on account of the par value of the share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

32. The Directors may make arrangements on the issue of shares for a difference between the Members, or the particular shares, in the amount of calls to be paid and in the times of payment.

33. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would otherwise become payable) pay interest at such rate as may be agreed upon between the Member paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

FORFEITURE OF SHARES

34. If a Member fails to pay any call or installment of a call on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of such call or installment remains unpaid, serve a notice on him requiring payment of such much of the call or installment as is unpaid, together with any interest which may have accrued.

35. The notice shall name a further day (not earlier than the expiration of 14 calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

36. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.

37. A forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company receives payment in full of all monies due and payable by him with respect to those shares.

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39. A statutory declaration in writing that the declarant is a Director of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share or any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

40. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a share becomes due and payable, whether on account of the par value of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

REGISTRATION OF EMPOWERING INSTRUMENTS

41. The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.

TRANSMISSION OF SHARES

42. The legal personal representative of a deceased sole holder of a share shall be the only person recognised by the Company as having any title to the share. In the case of a share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only person recognised by the Company as having any title to the share.

43. Any person becoming entitled to a share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) shall upon such evidence being produced as may from time to time be properly required by the Directors, have the right either to be registered as a Member in respect of the share or, instead of being registered himself, to have some person nominated by him as the transferee. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

44. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

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ALTERATION OF CAPITAL

45. Subject to these Articles, the Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe.

46. Subject to these Articles, the Company may by Ordinary Resolution:

(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(b) sub-divide its existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and

(c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

47. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorized by law.

48. All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

49. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period but not to exceed in any case 30 calendar days. If the Register of Members shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members such register shall be so closed for at least 10 calendar days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register of Members.

50. In lieu of or apart from closing the Register of Members, the Directors may fix in advance or in arrears a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a meeting of the Members, and for the purpose of determining those Members that are entitled to receive payment of any dividend, the Directors may, at or within 30 calendar days prior to the date of declaration of such dividend fix a subsequent date as the record date of such determination.

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51. If the Register of Members is not so closed and no record date is fixed for the determination of those Members entitled to receive notice of, attend or vote at a meeting of Members or those Members that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof.

GENERAL MEETINGS

52.	All general meetings of the Company other than annual general meetings shall be called extraordinary general meetings.
53.	(a)	The Company may hold an annual general meeting but shall not (unless required by the Companies Law) be obliged to hold an annual general meeting.
	(b)	At these meetings the report of the Directors (if any) shall be presented.
54.	(a)	The Directors may call general meetings, and they shall on a Members requisition forthwith proceed to convene an extraordinary general meeting of the Company.
	(b)	A Members requisition is a requisition of Members of the Company holding at the date of deposit of the requisition not less than one-third of the share capital of the Company as at that date carries the right of voting at general meetings of the Company.
	(c)	The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.
	(d)	If the Directors do not within 21 calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further 21 calendar days, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the second said 21 calendar days.
	(e)	A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

55. At least 14 calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company,

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provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting by all the Members (or their proxies) entitled to attend and vote thereat; and

(b) in the case of an extraordinary general meeting by a majority in number of the Members (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than ninety five per cent in par value of the shares giving that right.

56. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Member shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

57. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Members holding not less than an aggregate of one-third of all voting share capital of the Company in issue present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative or proxy and entitled to vote, shall be a quorum for all purposes. A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

58. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such other day, time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall be dissolved.

59. The Chairman of the Board of Directors shall preside as chairman at every general meeting of the Company.

60. If at any meeting the Chairman of the Board of Directors is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Members present shall choose a chairman of the meeting.

61. The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 10 calendar days or more, not less than seven Business Days’ notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

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62. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or one or more Members present in person or by proxy entitled to vote and who together hold not less than 10 per cent of the paid up voting share capital of the Company, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

63. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

64. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

65. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

VOTES OF MEMBERS

66. Subject to any rights and restrictions for the time being attached to any class or classes of shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, in a corporation or other non-natural person, who is present by its duly authorized representative or proxy, at a general meeting of the Company shall have one vote and, on a poll, shall have one vote for each share registered in his name in the Register of Members.

67. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

68. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person, may on a poll, vote by proxy.

69. No Member shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

70. On a poll or on a show of hands, votes may be given either personally or by proxy. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy, the instrument of proxy shall state which proxy is entitled to vote on a show of hands.

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71. No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

72. A Member holding more than one share need not cast the votes in respect of his shares in the same way on any resolution and therefore may vote a share or some of all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

73. A resolution in writing signed (in one or more counterparts) by all the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

PROXIES

74. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized. A proxy need not be a Member of the Company.

75. The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company:

(a) not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;

provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.

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76. The instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

77. Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting or adjourned meeting at which it is sought to use the proxy.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING

78. Any corporation which is a Member or a Director may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members or of the Board of Directors or of a committee of Directors, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member or Director.

CLEARING HOUSES

79. If a clearing house (or its nominee) is a Member it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any class of members of the Company provided that, if more than one person is so authorized, the authorisation shall specify the number and class of shares in respect of which each such person is so authorized. A person so authorized pursuant to this provision shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual Member of the Company holding the number and class of shares specified in such authorisation.

DIRECTORS

80. (A) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three Directors. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter by the Members at general meeting.

(B) Each Director shall hold office until the expiration of his term and until his successor shall have been elected and qualified.

(C) The Board of Directors shall have a Chairman of the Board of Directors (the “Chairman”) elected and appointed by a majority of the Directors then in office. The Directors may also elect a Co-Chairman or a Vice-Chairman of the Board of Directors (the “Co-Chairman”). The Chairman shall preside as

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chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors, the Co-Chairman, or in his absence, the attending Directors may choose one Director to be the chairman of the meeting. The Chairman’s voting right as to the matters to be decided by the Board of Directors shall be the same as other Directors.

(D) Subject to these Articles and the Companies Law, the Company may by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy on the Board or as an addition to the existing Board.

(E) The Directors by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, or the sole remaining Director, shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board, subject to the Company’s compliance with director nomination procedures required under applicable corporate governance rules of the Designated Stock Exchange, as long as the Company’s securities are traded on the Designated Stock Exchange.

81. Subject to Article 80, a Director may be removed from office by Special Resolution at any time before the expiration of his term notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement).

82. A vacancy on the Board created by the removal of a Director under the provisions of Article 81 above may be filled by the election or appointment by Ordinary Resolution at the meeting at which such Director is removed or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting.

83. The Board may, from time to time, and except as required by applicable law or the listing rules of the Designated Stock Exchange, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

84. A Director shall not be required to hold any shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to receive notice of and to attend and speak at general meetings of the Company and of all classes of shares of the Company.

DIRECTORS’ FEES AND EXPENSES

85. The Directors may receive such remuneration as the Board may from time to time determine. The Directors may be entitled to be repaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

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86. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

ALTERNATE DIRECTOR

87. Any Director may in writing appoint another person to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the person appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him. An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director. Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.

88. Any Director may appoint any person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director or, in the absence of such instructions, at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

POWERS AND DUTIES OF DIRECTORS

89. Subject to the provisions of the Companies Law, these Articles and to any resolutions made in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution made by the Company in a general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been made.

90. Subject to these Articles, the Directors may from time to time appoint any person, whether or not a director of the Company, to hold such office in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to the foregoing generality, the office of the Chief Executive Officer, President, one or more Vice Presidents, Chief Operating Officer, Chief Financial Officer, Manager or Controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. The Directors may also appoint one or more of their number to the office of

18

Managing Director upon like terms, but any such appointment shall ipso facto determine if any Managing Director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

91. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

92. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

93. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the following paragraphs shall be without prejudice to the general powers conferred by this paragraph.

94. The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any of the aforesaid.

95. The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

96. Any such delegates as aforesaid may be authorized by the Directors to subdelegate all or any of the powers, authorities, and discretions for the time being vested to them.

97. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

DISQUALIFICATION OF DIRECTORS

98. Subject to Article 80, the office of Director shall be vacated, if the Director:

(a) becomes bankrupt or makes any arrangement or composition with his creditors;

19

(b) is found to be or becomes of unsound mind;

(c) resigns his office by notice in writing to the Company;

(d) without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months and the Board resolves that his office be vacated; or

(e) if he shall be removed from office pursuant to these Articles or the Statutes.

PROCEEDINGS OF DIRECTORS

99. Subject to Article 80, the Directors may meet together (whether within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting of the Directors shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. A Director may at any time summon a meeting of the Directors by at least three Business Days’ notice to every other Director and alternate Director unless notice is waived by all of the Directors (or their alternate Directors) either at or before the meeting is held.

100. A Director or Directors may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director or Directors are members, by means of telephone or similar communication equipment by way of which all persons participating in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting.

101. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be a majority of the Directors then in office, provided that a Director and his appointed alternate Director shall be considered only one person for this purpose. A meeting of the Directors at which a quorum is present when the meeting proceeds to business shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.

102. Subject to Article 80, a Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a shareholder, director, officer or employee of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest for the purpose of voting on a resolution in respect to a contract or transaction in which he has an interest. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

103. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on

20

such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

104. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

105. The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:

(a) all appointments of officers made by the Directors;

(b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

106. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

107. A resolution signed by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. When signed a resolution may consist of several documents each signed by one or more of the Directors.

108. The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

109. The Directors shall elect a chairman of their meetings and determine the period for which he is to hold office but if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

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110. A committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

111. A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

112. All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

PRESUMPTION OF ASSENT

113. A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the Chairman or Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

114. Subject to any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Directors may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

115. Subject to any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

116. The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit.

117. Any dividend may be paid by cheque or wire transfer to the registered address of the Member or person entitled thereto, or in the case of joint holders, to any one of such

22

joint holders at his registered address or to such person and such address as the Member or person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the person to whom it is sent or to the order of such other person as the Member or person entitled, or such joint holders as the case may be, may direct.

118. The Directors when paying dividends to the Members in accordance with the foregoing provisions may make such payment either in cash or in specie.

119. No dividend shall be paid otherwise than out of profits or, subject to the restrictions of the Companies Law, the share premium account.

120. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as fully paid on the shares, but if and so long as nothing is paid up on any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the share.

121. If several persons are registered as joint holders of any share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share.

122. No dividend shall bear interest against the Company. Any dividend which cannot be paid to a Member and/or which remains unclaimed after six months from the date of declaration of such dividend may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend shall remain as a debt due to the Member. Any Dividend which remains unclaimed after a period of six years from the date of declaration of such Dividend shall be forfeited and shall revert to the Company.

BOOK OF ACCOUNTS

123. The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.

124. The books of account shall be kept at such place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

125. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorized by the Directors or by the Company by Ordinary Resolution.

126. The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Company by Ordinary Resolution or failing any such determination by the Directors.

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ANNUAL RETURNS AND FILINGS

127. The Board shall make the requisite annual returns and any other requisite filings in accordance with the Companies Law.

AUDIT

128. The Directors may appoint an Auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration.

129. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

130. Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next special meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any time during their term of office, upon request of the Directors or any general meeting of the Members.

THE SEAL

131. The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer or other person appointed by the Directors for the purpose.

132. The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

133. A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

OFFICERS

134. Subject to Article 90, the Company may have a Chief Executive Officer, President, Chief Operating Officer and Chief Financial Officer, one or more Vice Presidents, Manager or Controller, appointed by the Directors. The Directors may also from time to time appoint such other officers as they consider necessary, all for such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors from time to time subscribe.

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CAPITALISATION OF PROFITS

135. Subject to the Statutes and these Articles, the Board may, with the authority of an Ordinary Resolution:

(a) resolve to capitalise an amount standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution;

(b) appropriate the sum resolved to be capitalised to the Members in proportion to the nominal amount of shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i) paying up the amounts (if any) for the time being unpaid on shares held by them respectively; or

(ii) paying up in full unissued shares or debentures of a nominal amount equal to that sum,

and allot the shares or debentures, credited as fully paid, to the Members (or as they may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserved and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to Members credited as fully paid;

(c) make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where shares or debentures become distributable in fractions the Board may deal with the fractions as it thinks fit;

(d) authorise a person to enter (on behalf of all the Members concerned) an agreement with the Company providing for either:

(i) the allotment to the Members respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalization; or

(ii) the payment by the Company on behalf of the Members (by the application of their respective operations of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing shares,

an agreement made under the authority being effective and binding on all those Members; and

(e) generally do all acts and things required to give effect to the resolution.

NOTICES

136. Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the person entitled to give notice to any Member either

25

personally, by facsimile or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members or, to the extent permitted by all applicable laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the Member to the Company or by placing it on the Company’s Website. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

137. Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.

138. Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

139. Any notice or other document, if served by (a) post, shall be deemed to have been served five calendar days after the time when the letter containing the same is posted, or (b) facsimile, shall be deemed to have been served upon confirmation of receipt, or (c) recognised delivery service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service and in proving such service it shall be sufficient to provide that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier or (d) electronic means as provided herein shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by any applicable laws or regulations.

140. Any notice or document delivered or sent to any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

141. Notice of every general meeting shall be given to:

(a) all Members who have supplied to the Company an address for the giving of notices to them;

(b) every person entitled to a share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting; and

(c) each Director and Alternate Director.

No other person shall be entitled to receive notices of general meetings.

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INFORMATION

142. No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members to communicate to the public.

143. The Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register of Members and transfer books of the Company.

INDEMNITY

144. Every Director (including for the purposes of this Article any Alternate Director appointed pursuant to the provisions of these Articles) and officer of the Company for the time being and from time to time shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him (other than as a result of his own actual fraud or willful default) in connection with the execution or discharge of his duties, powers, authorities or discretions as a Director or officer of the Company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

145. No such Director or officer of the Company shall be liable to the Company for any loss or damage unless such liability arises through the actual fraud or willful default of such Director or officer.

FINANCIAL YEAR

146. Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31^st in each year and shall begin on January 1^st in each year.

WINDING UP

147. Subject to these Articles, if the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution of the Company, divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

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AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND

NAME OF COMPANY

148. Subject to the Companies Law and these Articles, the Company may at any time and from time to time by Special Resolution alter or amend these Articles or the Memorandum of Association of the Company, in whole or in part, or change the name of the Company.

REGISTRATION BY WAY OF CONTINUATION

149. Subject to these Articles, the Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

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EX-4.2

Exhibit 4.2

Name of Company:	NOAH EDUCATION HOLDINGS LTD. (Incorporated under the laws of the Cayman Islands)
	Number XXX	Shares [            ]
Number:	US$50,000 Share Capital divided into 500,000,000 shares of a nominal or par value of US$0.0001 each
Shares: Issued to:	THIS IS TO CERTIFY THAT--------------------------------------- xxxx ------------------------------------------—is the registered holder of - --------------------------------------------------- xxx ---------------------------------------------- Share in the above-named Company subject to the memorandum and articles of association thereof.
Dated	GIVEN UNDER the common seal of the said Company on              200[            ].
Transferred from:	THE COMMON SEAL of the said Company was hereunto affixed in the presence of:
	DIRECTOR
	DIRECTOR/SECRETARY

TRANSFER

I                                          (the Transferor) for the value received DO HEREBY transfer to                                          (the Transferee) the                                          shares standing in my name in the undertaking called NOAH EDUCATION HOLDINGS LTD.

To hold the same unto the Transferee

Dated

Signed by the Transferor

in the presence of:

Witness Transferor

EX-4.3

Exhibit 4.3

NOAH EDUCATION HOLDINGS LTD.

AND

THE BANK OF NEW YORK

as Depositary

AND

OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY

SHARES

Deposit Agreement

Dated as of                     

TABLE OF CONTENTS

			Page
ARTICLE I	DEFINITIONS		1
Section 1.1		American Depositary Shares	1
Section 1.2		Article; Section	1
Section 1.3		Beneficial Owner	2
Section 1.4		Commission	2
Section 1.5		Company	2
Section 1.6		Custodian	2
Section 1.7		Deliver; Surrender	2
Section 1.8		Deposit Agreement	2
Section 1.9		Depositary; Corporate Trust Office	3
Section 1.10		Deposited Securities	3
Section 1.11		Dollars	3
Section 1.12		Foreign Registrar	3
Section 1.13		Owner	3
Section 1.14		Receipts	3
Section 1.15		Registrar	3
Section 1.16		Restricted Securities	3
Section 1.17		Securities Act	4
Section 1.18		Shares	4
ARTICLE II	FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES		4
Section 2.1		Form of Receipts; Registration and Transferability of American Depositary Shares	4
Section 2.2		Deposit of Shares	5
Section 2.3		Delivery of American Depositary Shares	5
Section 2.4		Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares	6
Section 2.5		Surrender of American Depositary Shares and Withdrawal of Deposited Securities	6
Section 2.6		Limitations on Delivery, Transfer and Surrender of American Depositary Shares	7
Section 2.7		Lost Receipts, etc.	8

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TABLE OF CONTENTS

(continued)

			Page
Section 2.8		Cancellation and Destruction of Surrendered Receipts	8
Section 2.9		Pre-Release of American Depositary Shares	8
Section 2.10		DTC Direct Registration System and Profile Modification System	9
ARTICLE III	CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES		9
Section 3.1		Filing Proofs, Certificates and Other Information	9
Section 3.2		Liability of Owner for Taxes	10
Section 3.3		Warranties on Deposit of Shares	10
ARTICLE IV	THE DEPOSITED SECURITIES		10
Section 4.1		Cash Distributions	10
Section 4.2		Distributions Other Than Cash, Shares or Rights	11
Section 4.3		Distributions in Shares	11
Section 4.4		Rights	11
Section 4.5		Conversion of Foreign Currency	13
Section 4.6		Fixing of Record Date	13
Section 4.7		Voting of Deposited Securities	14
Section 4.8		Changes Affecting Deposited Securities	14
Section 4.9		Reports	15
Section 4.10		Lists of Owners	15
Section 4.11		Withholding	15
ARTICLE V	THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY		15
Section 5.1		Maintenance of Office and Transfer Books by the Depositary	15
Section 5.2		Prevention or Delay in Performance by the Depositary or Company	16
Section 5.3		Obligations of the Depositary, the Custodian and the Company	16
Section 5.4		Resignation and Removal of the Depositary	17
Section 5.5		The Custodians	18
Section 5.6		Notices and Reports	18
Section 5.7		Distribution of Additional Shares, Rights, etc.	18
Section 5.8		Indemnification	19
Section 5.9		Charges of Depositary	20
Section 5.10		Retention of Depositary Documents	21
Section 5.11		Exclusivity	21
Section 5.12		List of Restricted Securities Owners	21

-ii-

TABLE OF CONTENTS

(continued)

			Page
ARTICLE VI	AMENDMENT AND TERMINATION		21
Section 6.1		Amendment	21
Section 6.2		Termination	22
ARTICLE VII	MISCELLANEOUS		22
Section 7.1		Counterparts	22
Section 7.2		No Third Party Beneficiaries	23
Section 7.3		Severability	23
Section 7.4		Owners and Beneficial Owners as Parties; Binding Effect	23
Section 7.5		Notices	23
Section 7.6		Governing Law	24
Section 7.7		Compliance with U.S. Securities Laws	24
Section 7.8		Submission to Jurisdiction; Appointment of Agent for Service of Process	24
Section 7.9		Arbitration	24

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DEPOSIT AGREEMENT

DEPOSIT AGREEMENT dated as of                      among NOAH EDUCATION HOLDINGS LTD., incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.

W I T N E S S E T H :

WHEREAS, the Company desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of the Depositary for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and

WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto as follows:

ARTICLE I

DEFINITIONS

The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:

Section 1.1 American Depositary Shares.

The term “American Depositary Shares” shall mean the securities created under this Deposit Agreement representing rights with respect to the Deposited Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities. The form of Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities Act of 1933 for sales of both certificated and uncertificated American Depositary Shares. Except for those provisions of this Deposit Agreement that refer specifically to Receipts, all the provisions of this Deposit Agreement shall apply to both certificated and uncertificated American Depositary Shares. Each American Depositary Share shall represent the number of Shares specified in Exhibit A to this Deposit Agreement, until there shall occur a distribution upon Deposited Securities covered by Section 4.3 or a change in Deposited Securities covered by Section 4.8 with respect to which additional American Depositary Shares are not delivered, and thereafter American Depositary Shares shall represent the amount of Shares or Deposited Securities specified in such Sections.

Section 1.2 Article; Section.

Wherever references are made in this Deposit Agreement to an “Article” or “Articles” or to a “Section” or “Sections”, such references shall mean an article or articles or a section or sections of this Deposit Agreement, unless otherwise required by the context.

Section 1.3 Beneficial Owner.

The term “Beneficial Owner” shall mean each person owning from time to time any beneficial interest in the American Depositary Shares.

Section 1.4 Commission.

The term “Commission” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.

Section 1.5 Company.

The term “Company” shall mean Noah Education Holdings Ltd., incorporated under the laws of the Cayman Islands, and its successors.

Section 1.6 Custodian.

The term “Custodian” shall mean The Hongkong and Shanghai Banking Corporation Limited, as agent of the Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.5, as substitute or additional custodian or custodians hereunder, as the context shall require and shall also mean all of them collectively.

Section 1.7 Deliver; Surrender.

(a) The term “deliver”, or its noun form, when used with respect to Shares or Deposited Securities, shall mean effecting one or more entries in an account or accounts maintained by an institution authorized under applicable law to effect transfers of such securities in the name of the person entitled to that delivery.

(b) The term “deliver”, or its noun form, when used with respect to American Depositary Shares, shall mean (i) one or more book-entry transfers of American Depositary Shares to an account or accounts at The Depository Trust Company (“DTC”) designated by the person entitled to such delivery, (ii) if requested by the person entitled to such delivery, delivery at the Corporate Trust Office of the Depositary to the person entitled to such delivery of one or more Receipts evidencing American Depositary Shares registered in the name requested by that person or (iii) registration of American Depositary Shares not evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled to such delivery and whereupon mailing will be made to that person of a statement confirming that registration.

(c) The term “surrender”, when used with respect to American Depositary Shares, shall mean (i) one or more book-entry transfers of American Depositary Shares to the DTC account of the Depositary, (ii) surrender to the Depositary at its Corporate Trust Office of one or more Receipts evidencing American Depositary Shares or (iii) delivery to the Depositary at its Corporate Trust Office of an instruction to surrender American Depositary Shares not evidenced by a Receipt.

Section 1.8 Deposit Agreement.

The term “Deposit Agreement” shall mean this Agreement, as the same may be amended from time to time in accordance with the provisions hereof.

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Section 1.9 Depositary; Corporate Trust Office.

The term “Depositary” shall mean The Bank of New York, a New York banking corporation and any successor as depositary hereunder. The term “Corporate Trust Office”, when used with respect to the Depositary, shall mean the office of the Depositary which at the date of this Agreement is 101 Barclay Street, New York, New York, 10286.

Section 1.10 Deposited Securities.

The term “Deposited Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement, and any and all other securities, property and cash received by the Depositary or the Custodian in respect thereof and at such time held hereunder, subject as to cash to the provisions of Section 4.5.

Section 1.11 Dollars.

The term “Dollars” shall mean United States dollars.

Section 1.12 Foreign Registrar.

The term “Foreign Registrar” shall mean the entity that presently carries out the duties of registrar for the Shares or any successor as registrar for the Shares and any other appointed agent of the Company for the transfer and registration of Shares, including without limitation any securities depository for the Shares.

Section 1.13 Owner.

The term “Owner” shall mean the person in whose name American Depositary Shares are registered on the books of the Depositary maintained for such purpose.

Section 1.14 Receipts.

The term “Receipts” shall mean the American Depositary Receipts issued hereunder evidencing certificated American Depositary Shares.

Section 1.15 Registrar.

The term “Registrar” shall mean any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed by the Depositary to register American Depositary Shares and transfers of American Depositary Shares as herein provided.

Section 1.16 Restricted Securities.

The term “Restricted Securities” shall mean collectively or individually, as the context may require, Shares, or American Depositary Shares representing such Shares, which (i) are acquired directly or indirectly from the Company or its affiliates (as defined in Rule 144 under the Securities Act) in a transaction or chain of transactions not involving any public offering, or which are subject to resale limitations under Regulation D under that Act or both, (ii) are held directly or indirectly by an officer, director (or persons performing similar functions) or other affiliate of the Company, (iii) would require registration under the Securities Act in connection with the public offer and sale thereof in the United States, or (iv) are subject to other restrictions on sale or deposit under the laws of the United States, the

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People’s Republic of China, the Cayman Islands or Hong Kong, or under a shareholder agreement or the Memorandum and Articles of Association of the Company unless, in each case, (x) the sale of such Shares in the United States would be covered by an effective registration statement under the Securities Act or (y) the transaction is exempt from the registration requirements of the Securities Act (as hereinafter defined), and the Shares are not, when deposited, Restricted Securities.

Section 1.17 Securities Act.

The term “Securities Act” shall mean the United States Securities Act of 1933, as from time to time amended.

Section 1.18 Shares.

The term “Shares” shall mean Ordinary Shares in registered form of the Company, heretofore validly issued and outstanding and fully paid, nonassessable and that were not issued in violation of any pre-emptive rights of the holders of outstanding Shares or hereafter validly issued and outstanding and fully paid, nonassessable and that were not issued in violation of any pre-emptive rights of the holders of outstanding Shares or interim certificates representing such Shares.

ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY,

TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES

Section 2.1 Form of Receipts; Registration and Transferability of American Depositary Shares.

Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt shall have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are countersigned by the manual or facsimile signature of a duly authorized officer of the Registrar. The Depositary shall maintain books on which (i) each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered and (ii) all American Depositary Shares delivered as hereinafter provided and all registrations of transfer of American Depositary Shares shall be registered. Receipts bearing the manual or facsimile signature of a duly authorized signatory of the Depositary who was at any time a proper signatory of the Depositary shall bind the Depositary, notwithstanding that such signatory has ceased to hold such office prior to the execution and delivery of such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts.

The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or modifications not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange (which, for all purposes hereof, shall include the Nasdaq Stock Market Inc.) upon which American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.

American Depositary Shares evidenced by a Receipt, when properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities under the laws of

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New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of New York. The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes.

Section 2.2 Deposit of Shares.

Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications as may reasonably be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Cayman Islands or the People’s Republic of China which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.

At the request and risk and expense of any person proposing to deposit Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, together with the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder.

Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee.

Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.

Section 2.3 Delivery of American Depositary Shares.

Upon receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and in addition, if the transfer books of the Company or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Company that any Deposited Securities have been recorded upon the books of the Company or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order American Depositary Shares are deliverable in respect thereof and the number of American Depositary Shares to be so delivered. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit,

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by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares or evidence of the right to receive Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall deliver, to or upon the order of the person or persons entitled thereto, the number of American Depositary Shares issuable in respect of that deposit, but only upon payment to the Depositary of the fees and expenses of the Depositary for the delivery of such American Depositary Shares as provided in Section 5.9, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.

Section 2.4 Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of American Depositary Shares on its transfer books from time to time, upon any surrender of American Depositary Shares, by the Owner in person or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10), as the case may be, and duly stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon the Depositary shall deliver the number of American Depositary Shares surrendered to or upon the order of the person entitled thereto.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.

The Depositary, upon surrender of a Receipt for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel that Receipt and send the Owner a statement confirming that the Owner is the owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall execute and deliver to the Owner a Receipt evidencing those American Depositary Shares.

The Depositary may, with notice given as promptly as practicable to the Company, appoint one or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary Shares and, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to American Depositary Shares and will be entitled to protection and indemnity to the same extent as the Depositary. The Depositary shall require each co-transfer agent that it appoints under this Section 2.4 to give notice in writing to the Depositary accepting such appointment and agreeing to abide by the applicable terms of this Deposit Agreement.

Section 2.5 Surrender of American Depositary Shares and Withdrawal of Deposited Securities.

Upon surrender at the Corporate Trust Office of the Depositary of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of the fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.9 and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the Owner

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of those American Depositary Shares shall be entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by those American Depositary Shares. Delivery of such Deposited Securities may be made by the delivery of (a) certificates or account transfer for Shares in the name of such Owner with proper endorsement or accompanied by proper instruments or instructions of transfer to such Owner or pursuant to proper delivery instructions and (b) any other securities, property and cash to which such Owner is then entitled in respect of those American Depositary Shares to such Owner or such person or persons as instructed. Such delivery shall be made, as hereinafter provided, without unreasonable delay.

A Receipt surrendered for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by proper instruments of transfer in blank. The Depositary may require the surrendering Owner to execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in such order in the manner provided in the preceding paragraph. Thereupon the Depositary shall direct the Custodian to deliver at the office of such Custodian, subject to Sections 2.6, 3.1 and 3.2 and to the other terms and conditions of this Deposit Agreement, to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the surrendered American Depositary Shares, except that the Depositary may make delivery to such person or persons at the Corporate Trust Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by those American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

At the request, risk and expense of any Owner so surrendering American Depositary Shares, and for the account of such Owner, the Depositary shall direct the Custodian to forward any cash or other property (other than rights) comprising, and forward a certificate or certificates, if applicable, and other proper documents of title for, the Deposited Securities represented by the American Depositary Shares (evidenced by such Receipt, if applicable) to the Depositary for delivery at the Corporate Trust Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission.

The Depositary shall not deliver the Deposited Securities except (i) upon surrender of American Depositary Shares under this Section 2.5, (ii) in a surrender of the Deposited Securities to the Company or its agent in a transaction to which Section 4.8 applies or (iii) in connection with a sale of the Deposited Securities permitted under Section 3.2, 4.3, 4.4, 4.11 or 6.2.

Section 2.6 Limitations on Delivery, Transfer and Surrender of American Depositary Shares.

As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax, stamp duty or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6.

The delivery of American Depositary Shares against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of American Depositary Shares in

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particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary are closed as provided in Section 5.1, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of Section 7.7. Notwithstanding any other provision of this Deposit Agreement, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act for public sale in the United States, unless a registration statement is in effect as to such Shares.

Section 2.7 Lost Receipts, etc.

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a new Receipt of like tenor in exchange and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt. Before the Depositary shall execute and deliver a new Receipt in substitution for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other reasonable requirements imposed by the Depositary.

Section 2.8 Cancellation and Destruction of Surrendered Receipts.

All Receipts surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Receipts so cancelled.

Section 2.9 Pre-Release of American Depositary Shares.

Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 (“Pre-Release”). The Depositary may, pursuant to Section 2.5, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares are to be delivered (the “Pre-Releasee”) that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit

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regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder).

The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Section 2.10 DTC Direct Registration System and Profile Modification System.

(a) Notwithstanding the provisions of Section 2.4, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer.

(b) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.3 and 5.8 shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with this Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.

ARTICLE III

CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL

OWNERS OF AMERICAN DEPOSITARY SHARES

Section 3.1 Filing Proofs, Certificates and Other Information.

Any person presenting Shares for deposit or any Owner or Beneficial Owner of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such

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representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made. If requested in writing, the Depositary shall, as promptly as practicable, provide the Company, at the expense of the Company, with copies of any such proofs, certificates or other information it receives pursuant to this section, unless prohibited by applicable law.

Section 3.2 Liability of Owner for Taxes.

If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner of such American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner thereof any part or all of the Deposited Securities represented by those American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such taxes or other governmental charge and the Owner of such American Depositary Shares shall remain liable for any deficiency.

Section 3.3 Warranties on Deposit of Shares.

Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and were not issued in violation of any pre-emptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the Shares are eligible for deposit in accordance with this Deposit Agreement and the General Instructions to Form F-6 under the Securities Act, and American Depositary Shares representing the Shares would not be, Restricted Securities. All representations and warranties deemed made under this Section 3.3 shall survive the deposit of Shares and delivery or surrender of American Depositary Shares.

ARTICLE IV

THE DEPOSITED SECURITIES

Section 4.1 Cash Distributions.

Whenever the Depositary shall receive any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.5, convert such dividend or distribution into Dollars and shall distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Section 5.9 hereof, if applicable) to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company or the Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribution an amount on account of taxes or other governmental charges, the amount distributed to the Owner of the American Depositary Shares representing such Deposited Securities shall be reduced accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Owner a fraction of one cent. Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto. The Company or its agent will remit to the appropriate

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governmental agency in the Cayman Islands or the People’s Republic of China all amounts withheld and owing to such agency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners.

Section 4.2 Distributions Other Than Cash, Shares or Rights.

Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Section 4.3 Distributions in Shares.

If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Company shall so request in writing, deliver to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of fees and expenses of the Depositary as provided in Section 5.9. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary shall use reasonable efforts to sell the amount of Shares represented by the aggregate of such fractions and distribute any net proceeds to the Owners entitled to them, all in the manner and subject to the conditions described in Section 4.1. If additional American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

Section 4.4 Rights.

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights available to any Owners entitled to them or in disposing of such rights on behalf of any Owners otherwise entitled to them and

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making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines in its reasonable discretion that it is lawful and feasible to make such rights available to all Owners or to certain Owners but not to other Owners, the Depositary may distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate.

In circumstances in which rights would otherwise not be distributed, if an Owner of Receipts requests the distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner hereunder, the Depositary will make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law.

If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.2 of this Deposit Agreement, and shall, pursuant to Section 2.3 of this Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution pursuant to the second paragraph of this section, such deposit shall be made, and Deposited Securities shall be delivered, under depositary arrangements which provide for issuance of Deposited Securities subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under applicable United States laws.

If the Depositary determines in its reasonable discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in Section 5.9 and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of this Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.

The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act with respect to a distribution to Owners or are registered under the provisions of such Act; provided, however, that nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective. If an Owner requests distribution of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration; provided, however, that the Company will have no obligation to cause its counsel to issue such opinion at the request of such Owner.

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The Depositary shall not be responsible for any reasonable failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular.

Section 4.5 Conversion of Foreign Currency.

Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable.

If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable without excessively burdensome or otherwise unreasonable efforts, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, or if there are foreign exchange controls in place that prohibit such conversion, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.

Section 4.6 Fixing of Record Date.

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date, which date shall be the same date, to the extent practicable, as the record date for the Deposited Securities or if different, as close thereto as practicable

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(a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at any such, (b) on or after which each American Depositary Share will represent the changed number of Shares or (c) for any other matter. Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively and to give voting instructions and to act in respect of any other such matter.

Section 4.7 Voting of Deposited Securities.

Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the discretion of the Depositary and shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the People’s Republic of China and Cayman Islands law and of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to such Shares or other Deposited Securities other than in accordance with such instructions.

In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company requests the Depositary to act under the preceding paragraph, the Company shall give the Depositary notice of any such meeting not less than 30 days prior to the meeting date.

There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the first paragraph of this Section 4.7 sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions of that paragraph.

Section 4.8 Changes Affecting Deposited Securities.

In circumstances where the provisions of Section 4.3 do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities, shall be treated as new Deposited Securities under this Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, if any, the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

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Section 4.9 Reports.

The Depositary shall make available for inspection by Owners at its Corporate Trust Office, as promptly as practicable after receipt, any reports and communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also send to the Owners copies of such reports furnished by the Company pursuant to Section 5.6. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English.

Section 4.10 Lists of Owners.

Promptly upon request by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the names, addresses and holdings of American Depositary Shares by all persons in whose names American Depositary Shares are registered on the books of the Depositary.

Section 4.11 Withholding.

The Company or its agent will remit to the appropriate governmental agencies in the Cayman Islands and the People’s Republic of China all amounts withheld and owing to such agencies. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners of Receipts.

In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes or charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively.

ARTICLE V

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY

Section 5.1 Maintenance of Office and Transfer Books by the Depositary.

Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement.

The Depositary shall keep books at its Corporate Trust Office for the registration of American Depositary Shares and transfers of American Depositary Shares which at all reasonable times shall be open for inspection by the Owners and the Company, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares.

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The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the reasonable written request of the Company.

If any American Depositary Shares are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or, with notice given as promptly as practicable to the Company, appoint a Registrar or one or more co-registrars for registry of American Depositary Shares in accordance with any requirements of that exchange or exchanges. The Depositary shall require each Registrar and co-registrar that it appoints under this Section 5.1 to give notice in writing to the Depositary accepting such appointment and agreeing to abide by the applicable terms of this Deposit Agreement.

Section 5.2 Prevention or Delay in Performance by the Depositary or Company.

Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law or regulation of the United States, the People’s Republic of China or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement; nor shall the Depository or the Company or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse, in each such case without liability to the Company or the Depositary.

Section 5.3 Obligations of the Depositary, the Custodian and the Company.

Neither the Company, nor its directors, officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

Neither the Depositary nor its directors, officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

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Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary.

Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information.

The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith.

No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Section 5.4 Resignation and Removal of the Depositary.

The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 120th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners.

Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

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Section 5.5 The Custodians.

The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary.

Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Section 5.6 Notices and Reports.

On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or the offering of any rights, the Company agrees to transmit to the Depositary and the Custodian a copy of the notice thereof in the form given or to be given to holders of Shares or other Deposited Securities.

The Company will arrange for the translation into English, if not already in English, to the extent required pursuant to any regulation of the Commission, and the prompt transmittal by the Company to the Depositary and the Custodian of such notices and any other reports and communications which are made generally available by the Company to holders of its Shares. If requested in writing by the Company, the Depositary will arrange for the mailing, at the Company’s expense, of copies of such notices, reports and communications to all Owners. The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings.

Section 5.7 Distribution of Additional Shares, Rights, etc.

If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution.

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The Company agrees with the Depositary that neither the Company nor any entity or person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act or the Company furnishes to the Depositary a written opinion from U.S. counsel for the Company, which counsel shall be reasonably satisfactory to the Depositary, stating that the Shares to be deposited could be offered and sold publicly by the holder in the United States without further registration of those Shares under the Securities Act.

Section 5.8 Indemnification.

The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against, and hold each of them harmless from, any liability or expense (including, but not limited to, the fees and expenses of counsel) which may arise out of (a) any registration with the Commission of Receipts, American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or (b) acts performed or omitted, pursuant to the provisions of this Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its directors, employees, agents and affiliates.

The indemnities contained in the preceding paragraph shall not extend to any liability or expense which arises solely and exclusively out of a Pre-Release (as defined in Section 2.9) of American Depositary Shares in accordance with Section 2.9 and which would not otherwise have arisen had such American Depositary Shares not been the subject of a Pre-Release pursuant to Section 2.9; provided, however, that the indemnities provided in the preceding paragraph shall apply to any such liability or expense (i) to the extent that such liability or expense would have arisen had American Depositary Shares not been the subject of a Pre-Release, or (ii) which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any Custodian (other than the Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly for use in any of the foregoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading.

The Depositary agrees to indemnify the Company, its directors, employees, agents and affiliates and hold them harmless from any liability or expense (including, but not limited to, the reasonable fees and expense of counsel), which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, employees, agents and affiliates due to their negligence or bad faith.

If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a “Proceeding”) in respect of which indemnity may be sought by either party is brought or asserted against the other party, the party seeking indemnification (the “Indemnitee”) shall promptly (and in no event more than ten (10) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the “Indemnitor”) of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee’s ability to seek indemnification

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from the Indemnitor (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnitor’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no conflict of interest exists as specified in subparagraph (b) below or there are no other defenses available to Indemnitee as specified in subparagraph (d) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee (in which case all attorney’s fees and expenses shall be borne by the Indemnitor and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne by the Indemnitee unless (a) the Indemnitor agrees in writing to pay such fees and expenses, (b) the Indemnitee shall have reasonably and in good faith concluded that there is a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, (c) the Indemnitor fails, within ten (10) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitee or (d) there are legal defenses available to Indemnitee that are different from or are in addition to those available to the Indemnitor. No compromise or settlement of such Proceeding may be effected by either party without the other party’s consent unless (i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnitor shall have no obligation to indemnify and hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in writing, to assume the defense of such Proceeding.

Section 5.9 Charges of Depositary.

The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for

20

purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (9) any other charges payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).

The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Section 5.10 Retention of Depositary Documents.

The Depositary is authorized to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted by the laws or regulations governing the Depositary unless the Company reasonably requests that such papers be retained for a longer period or be delivered to the Company or to a successor depositary.

Section 5.11 Exclusivity.

Subject to Sections 5.4 and 6.2, the Company agrees not to appoint any other depositary for issuance of American or global depositary shares or receipts so long as The Bank of New York is acting as Depositary hereunder.

Section 5.12 List of Restricted Securities Owners.

From time to time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities. The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon.

ARTICLE VI

AMENDMENT AND TERMINATION

Section 6.1 Amendment.

The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners and Beneficial Owners in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration of thirty days after notice of such amendment shall have been given to the Owners of outstanding American Depositary Shares. Every Owner at the time any amendment so becomes effective shall be deemed, by continuing to hold such American Depositary Shares or any interest therein, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

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Section 6.2 Termination.

The Depositary shall at any time at the direction of the Company terminate this Deposit Agreement by mailing notice of such termination to the Owners of all American Depositary Shares then outstanding at least 60 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate this Deposit Agreement by mailing notice of such termination to the Company and the Owners of all Receipts then outstanding if at any time 30 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4. On and after the date of termination, the Owner of American Depositary Shares will, upon (a) surrender of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary Shares referred to in Section 2.5, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by those American Depositary Shares. If any American Depositary Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in this Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of American Depositary Shares (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of four months from the date of termination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except for its obligations to the Company under Section 5.8 and to account for such net proceeds and other cash after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges. Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 hereof.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Counterparts.

This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be open to inspection by any Owner or Beneficial Owner of a Receipt during business hours.

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Section 7.2 No Third Party Beneficiaries.

This Deposit Agreement is for the exclusive benefit of the parties hereto (which shall include the Owners and Beneficial Owners) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except as otherwise specifically provided in this Agreement with respect to co-transfer agents and the Custodian.

Section 7.3 Severability.

In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

Section 7.4 Owners and Beneficial Owners as Parties; Binding Effect.

The Owners and Beneficial Owners from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance thereof.

Section 7.5 Notices.

Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to Noah Education Holdings Ltd., 10th Floor B Building, Futian Tian’an Hi-Tech Venture Park, Futian District, Shenzhen, Guangdong Province, People’s Republic of China, or any other place to which the Company may have transferred its principal office with notice to the Depositary.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if in English and personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of New York, 101 Barclay Street, New York, New York 10286, Attention: American Depositary Receipt Administration, or any other place to which the Depositary may have transferred its Corporate Trust Office with notice to the Company.

Any and all notices to be given to any Owner shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to such Owner at the address of such Owner as it appears on the transfer books for American Depositary Shares of the Depositary, or, if such Owner shall have filed with the Depositary a written request that notices intended for such Owner be mailed to some other address, at the address designated in such request.

Delivery of a notice sent by mail or cable, telex or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post-office letter box. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it, notwithstanding that such cable, telex or facsimile transmission shall not subsequently be confirmed by letter as aforesaid.

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Section 7.6 Governing Law.

This Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by the laws of the State of New York without regard to conflicts of laws, rules or principles thereof.

Section 7.7 Compliance with U.S. Securities Laws.

Notwithstanding anything in this Deposit Agreement to the contrary, the Company and the Depositary each agrees that it will not exercise any rights it has under this Deposit Agreement to permit the withdrawal or delivery of Deposited Securities in a manner which would violate the U.S. securities laws, including, but not limited to, Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

Section 7.8 Submission to Jurisdiction; Appointment of Agent for Service of Process.

The Company hereby (i) irrevocably designates and appoints CT Corporation System, 111 Eighth Avenue, New York, NY 10011, as the Company’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

Section 7.9 Arbitration.

In the event the Depositary is advised that a judgment of a court in the United States may not be recognized, the following provisions shall apply:

(i) Any controversy, claim or cause of action brought by any party or parties hereto against any other party or parties hereto arising out of or relating to the Deposit Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

(ii) The place of the arbitration shall be the City of New York, State of New York, United States of America, and the language of the arbitration shall be English.

(iii) The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute,

24

controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant and respondent), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If either or both parties fail to select an arbitrator, or if such alignment (in the event there is more than two parties) shall not have occurred, within sixty (60) calendar days after the initiating party serves the arbitration demand or the two arbitrators fail to select a third arbitrator within sixty (60) calendar days of the selection of the second arbitrator, the American Arbitration Association shall appoint the arbitrator or arbitrators in accordance with its rules. The parties and the American Arbitration Association may appoint the arbitrators from among the nationals of any country, whether or not a party is a national of that country.

(iv) The arbitrators shall have no authority to award damages not measured by the prevailing party’s actual damages and shall have no authority to award any consequential, special or punitive damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Deposit Agreement.

(v) In the event any third-party action or proceeding is instituted against the Depositary relating to or arising from any act or failure to act by the Company, the Company hereby submits to the personal jurisdiction of the court or administrative agency in which such action or proceeding is brought.

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IN WITNESS WHEREOF, NOAH EDUCATION HOLDINGS LTD. and THE BANK OF NEW YORK have duly executed this agreement as of the day and year first set forth above and all Owners and Beneficial Owners shall become parties hereto upon acceptance by them of American Depositary Shares issued in accordance with the terms hereof.

NOAH EDUCATION HOLDINGS LTD.

By:

Name:

Title:

THE BANK OF NEW YORK.,

as Depositary

By:

Name:

Title:

26

Exhibit A to Deposit Agreement

No.
	AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents one (1) deposited Share)

THE BANK OF NEW YORK

AMERICAN DEPOSITARY RECEIPT

FOR ORDINARY SHARES,

PAR VALUE $0.0001 PER SHARE,

OF

NOAH EDUCATION HOLDINGS LTD.

(INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS)

The Bank of New York as depositary (hereinafter called the Depositary), hereby certifies that                     , or registered assigns IS THE OWNER OF

AMERICAN DEPOSITARY SHARES

representing deposited Ordinary Shares (herein called Shares) of Noah Education Holdings Ltd., incorporated under the laws of the Cayman Islands (herein called the Company). At the date hereof, each American Depositary Share represents one (1) Share which are either deposited or subject to deposit under the Deposit Agreement referred to below at The Hongkong and Shanghai Banking Corporation Limited (herein called the Custodian). The Depositary’s Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.

THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS

101 BARCLAY STREET, NEW YORK, N.Y. 10286

A-1

1. THE DEPOSIT AGREEMENT.

This American Depositary Receipt is one of an issue (herein called Receipts), all issued and to be issued upon the terms and conditions set forth in the deposit agreement, dated as of                      (the “Deposit Agreement”), by and among the Company, the Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder, each of whom by accepting American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners and Beneficial Owners and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of such Shares and held thereunder (such Shares, securities, property, and cash are herein called Deposited Securities). Copies of the Deposit Agreement are on file at the Depositary’s Corporate Trust Office in New York City and at the office of the Custodian.

The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms not defined herein shall have the meanings set forth in the Deposit Agreement.

2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

Upon surrender at the Corporate Trust Office of the Depositary of American Depositary Shares, and upon payment of the fee of the Depositary provided in this Receipt, and subject to the terms and conditions of the Deposit Agreement, the Owner of those American Depositary Shares is entitled to delivery, to him as instructed, of the amount of Deposited Securities at the time represented by those American Depositary Shares. Delivery of such Deposited Securities may be made by the delivery of (a) certificates or account transfer for Shares in the name of the Owner hereof or as ordered by him or by certificates properly endorsed or accompanied by proper instruments or instructions of transfer to such Owner or as ordered by him and (b) any other securities, property and cash to which such Owner is then entitled in respect of this Receipt to such Owner or as ordered by him. Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof. Notwithstanding any other provision of the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may be suspended only for (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities.

3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

The transfer of this Receipt is registrable on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one

A-2

Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of a Receipt for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel that Receipt and send the Owner a statement confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall execute and deliver to the Owner a Receipt evidencing those American Depositary Shares. As a condition precedent to delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax, stamp duty or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in the Deposit Agreement, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement.

The delivery of American Depositary Shares against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary are closed as provided in Section 5.1 of the Deposit Agreement, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement, or for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act for public sale in the United States, unless a registration statement is in effect as to such Shares.

4. LIABILITY OF OWNER FOR TAXES.

If any tax or other governmental charge shall become payable with respect to any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner shall remain liable for any deficiency.

5. WARRANTIES OF DEPOSITORS.

Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and were not issued in violation of any pre-emptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the Shares are eligible for deposit in accordance with the Deposit Agreement and the General Instructions to Form F-6 under the Securities Act, and American

A-3

Depositary Shares representing the Shares would not be Restricted Securities. All representations and warranties deemed made under Section 3.3 of the Deposit Agreement shall survive the deposit of Shares and delivery or surrender of American Depositary Shares.

6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

Any person presenting Shares for deposit or any Owner or Beneficial Owner of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made. If requested in writing, the Depositary shall, as promptly as practicable, provide the Company, at the expense of the Company, with copies of any such proofs, certificates or other information it receives pursuant to this Article, unless prohibited by applicable law. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body the Cayman Islands or in the People’s Republic of China which is then performing the function of the regulation of currency exchange.

7. CHARGES OF DEPOSITARY.

The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary

A-4

Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (9) any other charges payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).

The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

8. PRE-RELEASE OF RECEIPTS.

Unless requested by the Company to cease doing so, Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares are to be delivered (the “Pre-Releasee”) that the Pre-Releasee, or its customer, (i) owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder).

The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

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9. TITLE TO RECEIPTS.

It is a condition of this Receipt and every successive Owner and Beneficial Owner of this Receipt by accepting or holding the same consents and agrees, that when properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities under the laws of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of New York. The Depositary, notwithstanding any notice to the contrary, may treat Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes.

10. VALIDITY OF RECEIPT.

This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided, however, that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed, and such Receipts are countersigned by the manual or facsimile signature of a duly authorized officer of the Registrar.

11. REPORTS; INSPECTION OF TRANSFER BOOKS.

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission (hereinafter called the “Commission”).

Such reports and communications will be available for inspection and copying at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549.

The Depositary will make available for inspection by Owners at its Corporate Trust Office, as promptly as practicable after receipt, any reports, notices and other communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also send to the Owners copies of such reports when furnished by the Company pursuant to the Deposit Agreement. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English.

The Depositary shall keep books at its Corporate Trust Office for the registration of American Depositary Shares and transfers of American Depositary Shares which at all reasonable times shall be open for inspection by the Owners and the Company, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to the Deposit Agreement or the American Depositary Shares.

12. DIVIDENDS AND DISTRIBUTIONS.

Whenever the Depositary shall receive any cash dividend or other cash distribution on any Deposited Securities, the Depositary shall, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribution into Dollars and shall distribute the amount thus received (net of the fees and expenses of the Depositary as provided in the Deposit Agreement, if applicable) to the Owners entitled

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thereto, provided, however, that in the event that the Company or the Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribution in respect of any Deposited Securities an amount on account of taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares representing such Deposited Securities shall be reduced accordingly.

Subject to the provisions of Sections 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4 of the Deposit Agreement, the Depositary shall, subject to all applicable laws, cause the securities or property received by it to be distributed to the Owners of Receipts entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement) shall be distributed by the Depositary to the Owners of Receipts entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under Section 4.2 of the Deposit Agreement unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may deliver to the Owners entitled thereto, an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary shall use reasonable efforts to sell the amount of Shares represented by the aggregate of such fractions and distribute any net proceeds to the Owners entitled to them, all in the manner and subject to the conditions set forth in the Deposit Agreement. If additional American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

The Company or its agent will remit to the appropriate governmental agencies in the Cayman Islands and the People’s Republic of China all amounts withheld and owing to such agencies. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the applicable tax treaties for the Owners. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes or charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners entitled thereto.

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13. CONVERSION OF FOREIGN CURRENCY.

Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable.

If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable without excessively burdensome or otherwise unreasonable efforts, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, or if there are foreign exchange controls in place that prohibit such conversion, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.

14. RIGHTS.

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights available to any Owners to them or in disposing of such rights on behalf of any Owners otherwise entitled to them and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines in its reasonable discretion that it is lawful and feasible to make such rights available to all Owners or to certain Owners but not to other Owners, the Depositary may distribute, to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate.

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In circumstances in which rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary will make such rights available to such Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law.

If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.2 of the Deposit Agreement, and shall, pursuant to Section 2.3 of the Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution pursuant to the second paragraph of this Article, such deposit shall be made, and Deposited Securities shall be delivered, under depositary arrangements which provide for issuance of Deposited Securities subject to the appropriate restrictions on sale, deposit, cancellation and transfer under applicable United States laws.

If the Depositary determines in its reasonable discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and expenses of the Depositary as provided in Section 5.9 of the Deposit Agreement and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.

The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act with respect to a distribution to Owners or are registered under the provisions of the Securities Act; provided, however, that nothing in the Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective. If an Owner requests distribution of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration; provided, however, that the Company shall have no obligation to cause its counsel to issue such opinion at the request of such Owner.

The Depositary shall not be responsible for any reasonable failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular.

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15. RECORD DATES.

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date, which date shall be the same date, to the extent practicable, as the record date for the Deposited Securities or if different, as close thereto as practicable (a) for the determination of the Owners of Receipts who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) entitled to give instructions for the exercise of voting rights at any such meeting, (b) on or after which each American Depositary Share will represent the changed number of Shares or (c) for any other matter, subject to the provisions of the Deposit Agreement.

16. VOTING OF DEPOSITED SECURITIES.

Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the discretion of the Depositary and shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the People’s Republic of China and Cayman Islands law and of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to such Shares or other Deposited Securities other than in accordance with such instructions.

There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the first paragraph of Section 4.7 of the Deposit Agreement sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions of that paragraph.

17. CHANGES AFFECTING DEPOSITED SECURITIES.

In circumstances where the provisions of Section 4.3 of the Deposit Agreement do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, if any, the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

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18. LIABILITY OF THE COMPANY AND DEPOSITARY.

Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or Beneficial Owner, if by reason of any provision of any present or future law or regulation of the United States, the People’s Republic of China or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any Offering or distribution thereof or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of the Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of a Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement; nor shall the Depository or the Company or any of their respective directors, officers, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2 or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owners of Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse in each such case without liability to the Company or the Depositary.

Neither the Company nor the Depositary nor any of their directors, officers, employees, agents or affiliates assumes any obligation or shall be subject to any liability under the Deposit Agreement to Owners or Beneficial Owners, except that the Company and the Depositary agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be subject to any liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or Beneficial Owner, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement.

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19. RESIGNATION AND REMOVAL OF THE DEPOSITARY.

The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 120 days’ prior written notice of such removal, which shall become effective upon the later to occur of the (i) 120th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners of Receipts to do so, it may appoint a substitute or additional custodian or custodians.

20. AMENDMENT.

The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners and Beneficial Owners in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration of 30 days after notice of such amendment shall have been given to the Owners of outstanding American Depositary Shares. Every Owner and holder of American Depositary Shares at the time any amendment so becomes effective shall be deemed, by continuing to hold such American Depositary Shares or any interest therein, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

21. TERMINATION OF DEPOSIT AGREEMENT.

The Depositary shall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Owners of all American Depositary Shares then outstanding at least 60 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement by mailing notice of such termination to the Company and the Owners of all American Depositary Shares then outstanding if at any time 30 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement. On and after the date of termination, the Owner of American Depositary Shares will, upon (a) surrender of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary Shares referred to in Section 2.5 of the Deposit Agreement and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by those American Depositary Shares. If any American Depositary Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of American Depositary Shares (after deducting, in each case, the fee of the

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Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges). At any time after the expiration of four months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Company under Section 5.8 of the Deposit Agreement and to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 of the Deposit Agreement.

22. DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.

(a) Notwithstanding the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer.

(b) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.3 and 5.8 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with the Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.

23. SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS.

The Company has (i) irrevocably designated and appointed CT Corporation System, 111 Eighth Avenue, New York, NY 10011, as the Company’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of the Deposit Agreement, a written acceptance by such agent of

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its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or the Deposit Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

24. ARBITRATION.

In the event the Depositary is advised that a judgment of a court in the United States court may not be recognized, the following provisions shall apply:

(i) Any controversy, claim or cause of action brought by any party or parties hereto against any other party or parties hereto arising out of or relating to the Deposit Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

(ii) The place of the arbitration shall be the City of New York, State of New York, United States of America, and the language of the arbitration shall be English.

(iii) The number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant and respondent), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If either or both parties fail to select an arbitrator, or if such alignment (in the event there is more than two parties) shall not have occurred, within sixty (60) calendar days after the initiating party serves the arbitration demand or the two arbitrators fail to select a third arbitrator within sixty (60) calendar days of the selection of the second arbitrator, the American Arbitration Association shall appoint the arbitrator or arbitrators in accordance with its rules. The parties and the American Arbitration Association may appoint the arbitrators from among the nationals of any country, whether or not a party is a national of that country.

(iv) The arbitrators shall have no authority to award damages not measured by the prevailing party’s actual damages and shall have no authority to award any consequential, special or punitive damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Deposit Agreement.

In the event any third-party action or proceeding is instituted against the Depositary relating to or arising from any act or failure to act by the Company, the Company hereby submits to the personal jurisdiction of the court or administrative agency in which such action or proceeding is brought.

25. COMPLIANCE WITH U.S. SECURITIES LAWS.

Notwithstanding anything in the Deposit Agreement to the contrary, the Company and the Depositary each agrees that it will not exercise any rights it has under the Deposit Agreement to permit the withdrawal or delivery of Deposited Securities in a manner which would violate the U.S. securities laws, including, but not limited to, Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

A-14

EX-4.4

Exhibit 4.4

Execution

DATE

(1)	BARING ASIA II HOLDINGS (22) LIMITED
(2)	ALPHA CENTURY ASSETS LIMITED
(3)	WONG SINFUNG
(4)	JOINTLY GOLD TECHNOLOGIES LTD.
(5)	FIRST WIN TECHNOLOGIES LTD.
(6)	GLOBAL WISE TECHNOLOGIES LTD.
(7)	GALLOP JUMBO INTERNATIONAL LIMITED
(8)	DYNAMIC VIEW INVESTMENTS LIMITED
(9)	NOAH TECHNOLOGY HOLDINGS LTD.
(10)	SHENZHEN NOAH INDUSTRIAL CO., LTD. ( )
(11)	SHENZHEN NEW NOAH TECHNOLOGY CO., LTD. ( )
(12)	BVI EXISTING SHAREHOLDERS

SHARE SUBSCRIPTION

AGREEMENT

concerning Series A Preference Shares in

NOAH TECHNOLOGY HOLDINGS LTD.

JUN HE LAW OFFICES are not qualified to practice law in the jurisdictions other than the mainland of People’s Republic of China, thus this Agreement is subject to further comments from lawyers in Hong Kong, the British Cayman Islands, and the British Virgin Islands.

SHARE SUBSCRIPTION AGREEMENT

DATED

BETWEEN

(1) BARING ASIA II HOLDINGS (22) LIMITED, a company incorporated in the British Virgin Islands with its principal place of business at P.O. Box 431, 13-15 Victoria Road, St. Peter Port, Guernsey, Channel Islands, GY1 3ZD, United Kingdom (“Baring”);

(2) Alpha Century Assets Limited, a company incorporated in the British Virgin Islands with its registration address at P.O. Box 957, Offshore Incorporation Centre Road Town, Tortola, British Virgin Islands; ( “INVESTOR” )

(3) WONG Sinfung ( ), a Chinese Citizen, with Hong Kong I.D. Number of P129565(2).

(3) Jointly Gold Technologies Limited, a company incorporated in the British Virgin Islands with its registered address at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands; (“BVI 1”)

(4) First Win Technologies Ltd., a company incorporated in the British Virgin Islands with its registered address at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands; (“BVI 2”)

(5) Global Wise Technologies Ltd., a company incorporated in the British Virgin Islands with its registered address at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands; (“BVI 3”)

(6) Gallop Jumbo International Limited, a company incorporated in the British Virgin Islands with its registered address at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands; (“BVI 4”)

(7) Dynamic View Investments Limited, a company incorporated in the British Virgin Islands by key employees of the Group Company (“Key Employees”), with its registered address at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (“BVI 5”); for purposes of this Agreement and Schedules hereunder, Key Employees refer to XIAO Xianquan, XU Baolin, LIU Yong, JI Xiaodong, ZHANG Ruchun, ZHAO Fei, GUO Shunan and LIU Longxi;

BVI 1, BVI 2, BVI 3,BVI 4 and BVI 5 hereinafter (“BVI”) collectively;

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(8) NOAH TECHNOLOGY HOLDINGS LTD., a company incorporated in the Cayman Islands with its registered office at Walkers SPV Limited, Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman Islands (“Company”);

(9) Shenzhen Noah Industrial Co., Ltd. (“ ” in Chinese), a limited liability company incorporated in the PRC with its registered office at (“Noah Industrial”)

Shenzhen New Noah Technology Co., Ltd. (“ ” in Chinese), a limited liability company incorporated in the PRC with its registered office at (“New Noah”)

Noah Industrial and New Noah hereinafter “NOAH” collectively; and

(10) BVI Existing Shareholders (as defined below).

WHEREAS

(A) As at the date hereof, the Company has an authorised capital of US$50,000.00 divided into 5,000,000,000.00 shares of par value of US$0.0001 each. As at the date hereof, 10,736,721.00 ordinary shares have been issued and are fully paid or credited as fully paid by each of BVI respectively. Further particulars of the Company are set out in Schedule 1.

(B) The Company is a limited liability company established and duly existing under the laws of the Cayman Islands. BVI is the legal and beneficial owner of the entire registered capital of the Company.

(C) BVI Existing Shareholders are legal and beneficial owner of the entire equity interests of NOAH, whose assets shall be transferred to the Company in accordance with the Restructure Memo (Schedule 8), and the Assets List (Schedule 9).

(D) The Company hereof agrees to issue and the Preference Shareholders hereof agrees to subscribe for 3,260,981.00 Preference Shares of the Company based on the Post-Money Valuation (as defined below) of Noah Industrial, subject to and upon the terms and conditions of this Agreement.

(E) The Company further agrees to issue the Warrants (as defined below) to Baring (as defined below) to purchase the Warrants Shares (as defined below) at the Warrants Price (defined below) subject to and upon the terms and conditions of this Agreement.

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NOW IT IS HEREBY AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement, including the Recitals and the Schedules, the following expressions shall, except where the context otherwise requires, have the following meanings:

“Assets Transfer Agreement”

an assets transfer agreement to be entered into between Noah Industrial or as the case may be New Noah, and the WFOE subject to the terms of this Agreement.

“Assets List”

a list of assets transferred from Noah Industrial or as the case may be New Noah to WFOE in the form of Schedule 9 hereunder.

“Associate”

(i) as to any body corporate, any other body corporate, unincorporated entity or person directly or indirectly Controlling, directly or indirectly Controlled by or under direct or indirect common Control with, such body corporate; and

(ii) as to any individual, his spouse, or legitimate child;

“BAPE Group”

Baring Asia Private Equity Fund B.V., its wholly owned subsidiaries, and wholly owned investment vehicles and funds solely managed by Baring Private Equity Partners Group, its holding company or any company which is a wholly owned subsidiary, associated or affiliated company of Baring Private Equity Partners Group or its holding company;

“Business”

the research and development, manufacture, and distribution of electronic education products of the Company and its subsidaries;

“Business Day”

a day, excluding Saturdays, on which banks in Hong Kong are open for business throughout their normal business hours;

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“BVI Existing Shareholders”

Four (4) individuals who hold legal and beneficial ownership of the entire registered capital of the BVI, namely, XU Dong, TANG Benguo, WANG Xiaotong, and MA Li as specified in Schedule 3;

“Completion”

the completion of the allotment and issuance of the Subscription Shares and the issuance of the Warrants in accordance with the provisions in Clause 5 hereof;

“Completion Date”

the fifth Business Day after the issue of the notice of readiness to complete by the Company referred to in Clause 5.1, or such other date as may be agreed by the parties in writing;

“Conditions”

the pre-completion conditions set out in Clause 2;

“Consent”

includes an approval, authorisation, exemption, filing, licence, order, permission, permit, recording or registration (and references to “obtaining consents” shall be construed accordingly);

“Control”

in relation to a body corporate, the power of a person directly or indirectly to secure that the affairs of such body corporate are conducted in accordance with the wishes of that person:

(i) by means of the holding of shares or the possession of voting power (either at shareholder level or director level) in or in relation to that or any other body corporate; or

(ii) by virtue of any powers conferred by the memorandum and articles of association or by-laws or other similar documents regulating that or any other body corporate;

“E-Dictionary Business Profit Guarantee”

the proforma net operating profit after tax of the Company’s electronic-dictionary (core) business in the Fiscal Year of 2004, including the Fiscal Year 2004 net operating profit after tax of the electronic-dictionary (core) business which have been transferred to the WFOE as performed by Noah Industrial, and any tax refund, provided that any extraordinary non-operating income and/or expense shall be excluded, such as any income generated from assets and/or share transfers, any income from mergers & acquisitions, interest income from financing, restructuring costs and expenses (directly related to the restructure stipulated in the Restructure Memo), any receipt of dividends or

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profits, property lease and other similar extraordinary income/business. The aforesaid net operating profit after tax shall be audited by one of the “Big 4” international accounting firms jointly appointed by Baring and the Company in accordance with the International Accounting Standards (“IAS”);

“Fiscal Year”

for the purpose of this Agreement, a fiscal year shall start from the first day of January to the last day of December;

“Group Companies”

the Company, BVI, WFOE, NOAH, and their respective Subsidiaries from time to time;

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

“Intellectual Property”

all forms of intellectual property and rights thereof including without limitation, any patent, copyright, registered design or unregistered design right, trade mark, service mark, goodwill, know-how and any application for any of the foregoing;

“Main Business”

the main business operated by the Company (including its core business of electronic dictionary, and other main businesses).

“Main Business Profit Guarantee”

the proforma net operating profit after tax of the Company’s Main Business in the Fiscal Year of 2004, including the Fiscal Year 2004 net operating profit after tax of the main businesses which have been transferred to the WFOE as performed by Noah Industrial, and any tax refund, provided that any extraordinary non-operating income and/or expense shall be excluded, such as any income generated from assets and/or share transfers, any income from mergers & acquisitions, restructuring costs and expenses (directly related to the restructure stipulated in the Restructure Memo), any receipt of dividends or profits, property lease and other similar extraordinary income/business. The aforesaid net operating profit after tax shall be audited by one of the “Big 4” international accounting firms jointly appointed by Baring and the Company in accordance with the IAS;

“Memorandum and Articles of Association”

the memorandum and articles of association of the Company from time to time;

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“Ordinary Shares”

ordinary shares of par value of US$0.0001 each in the capital of the Company;

“Original Contribution”

Preference Shareholders’ original capital contribution of US$16,000,000.00 for 3,260,981.00 Series A Preference Shares in the Company;

“Post-Completion Covenants”

the post-completion covenants set out in Clause 7;

“Post-Money Valuation”

US$16,000,000.00 for the 22.13% Shares (including ESOP dilution) of the Company, which is US$72,294,426.00 in total;

“Preference Shareholder(s)”

Baring and the Investor, or other holder(s) of Series A Preference Shares;

“PRC” or “China”

the People’s Republic of China;

“RMB”

Renminbi, the lawful currency of the People’s Republic of China;

“Restructure Memo”

the restructure memorandum for NOAH as specified in Schedule 8;

“Series A Preference Shares”

series A preference shares of par value of US$0.0001 each in the capital of the Company;

“Shareholders’ Agreement”

a shareholders’ agreement substantially in the form of Schedule 6, to be entered into between the Preference Shareholders, the Company, BVI, and the BVI Existing Shareholders;

“Shares”

all shares of the Company, including the Ordinary Shares and the Series A Preference Shares;

“Subscription Price”

US$16,000,000.00 for 3,260,981.00 Series A Preference Shares or approximately US$4.9065 per Series A Preference Share;

“Subscription Shares”

3,260,981.00 Series A Preference Shares;

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“Tax”

any form of tax in any part of the world including, without limitation, all forms of income tax, profits tax, interest tax, stamp duty, estate duty, value added tax, value appreciation tax, withholding tax, property tax, capital gains tax and all levies, duties, charges, fees, social security contributions, deductions and withholdings whatsoever charged or imposed by any statutory, governmental, state, federal, provincial, local or municipal authority whatsoever and wheresoever, and any interest, penalty, surcharge or fine in connection therewith or arising therefrom;

“US$” or “US Dollar”

United States dollars, the lawful currency of the United States of America;

“Warranties”

the representation warranties and undertakings as set out in Clause 6 and Schedule 3;

“Warrantors”

BVI Existing Shareholders, i.e., XU Dong, TANG Benguo, WANG Xiaotong, MA Li, and each of the Group Company;

“Warrants”

the warrants granted to Baring to purchase the Warrants Shares at the Warrants Price;

“Warrants Price”

US$3,000,000.00 for 509,528.00 Series A Preference Shares or approximately US$5.8878 per Series A Preference Shares;

“Warrants Shares”

509,528.00 Series A Preference Shares;

“WFOE 1”

a wholly foreign owned enterprise, which shall be established in the PRC by the Company’s acquisition of the New Noah’s entire equity, in accordance with the Restructure Memo as specified in Schedule 8, subject to the terms and conditions hereof. The Company is the legal and beneficial owner of the entire equity interests of WFOE 1. The registered capital of WFOE1 shall not be less than RMB10 million;

“WFOE 2”

a wholly foreign owned enterprise, which shall be established in the PRC by the Company in accordance with the Restructure Memo as specified in Schedule 8, subject to the terms and conditions hereof. The Company is the legal and beneficial owner of the entire equity interests of WFOE 2. The registered capital of WFOE2 shall not be less than US$5,000,000.00;

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WFOE 1 and WFOE 2 herein after “WFOE” collectively.

“Written Resolutions”

the written resolutions of the shareholders of the Company in the agreed form, where the shareholders of the Company agree to amend the Memorandum and Articles of Association to create a separate class of shares in the Company being the Series A Preference Shares and to set forth the rights and privileges of such shares in accordance with the Shareholders Agreement (Schedule 6). The amendment to the Memorandum and Articles of Association shall include without limitation the redemption, conversion, and liquidation clauses hereof.

1.2 In this Agreement:

(a) references to recitals, clauses, sub-clauses, Schedules and Exhibits are to the clauses and sub-clauses of, and the recitals, schedules and exhibits to, this Agreement;

(b) references to any statutory provision or any rule or regulation (whether or not having the force of law) shall be construed as references to the same as amended, varied, modified, consolidated or re-enacted from time to time and to any subordinate legislation made under such statutory provision;

(c) references to parties are to parties of this Agreement;

(d) words importing the singular include the plural and vice versa, words importing one gender include every gender, and references to persons include bodies corporate and unincorporated;

(e) headings are for ease of reference only and shall not affect the interpretation of this Agreement; and

(f) references to a document in the “agreed form” are references to a document the form of which has been or may from time to time be agreed among all parties hereto.

1.3 The recitals, the Schedules and the Exhibits form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Recitals, the Schedules and the Exhibits.

1.4 All references to dates and time are, unless the context requires otherwise, to Hong Kong time.

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2. CONDITIONS PRECEDENT

2.1 Completion of this Agreement by the Preference Shareholders shall be conditional on the fulfillment of all of the following conditions (subject to any waiver by the Preference Shareholders in its absolute discretion of any or all of the Conditions):

(a) NOAH has transferred all assets and other items specified in the Assets List, except trademarks stipulated in the Clause 7 of this Agreement, to the WFOE in accordance with the Restructure Memo, the Assets List and the applicable PRC laws, and all actions and procedures have been completed in the event any deeds, documents, assignments and instruments are required to be executed, filed, registered or stamped in respect of such assets transfer; upon the completion of the transfer of the assets and items as set out in the Assets List, cash/cash equivalent and inventory, real properties, and vehicles and other equipments shall not be less than the following levels, respectively, RMB63,110,000, RMB 9,210,000, RMB 3,170,000, and the net asset value shall not be less than RMB 86,020,000, and upon the Completion, an assets checklist shall be prepared and be reviewed and approved by PWC;

(b) due establishment of the WFOE in accordance with the PRC laws; and the WFOE shall remain valid and effective as at the Completion:

i) the documents relating to the establishment of the WFOE are valid and have been duly approved or issued (as applicable) by the competent PRC authorities;

ii) all approvals, authorizations, licenses and/or third party consent requisite under the PRC law for the due and proper establishment and operation of the WFOE and the carrying on of the Business by WFOE have been duly obtained from the relevant and competent PRC authorities and/or third parties, and are in full force and effect;

iii) all filings and registrations with the PRC authorities required in respect of the WFOE and its Business, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or its relevant local authorities, tax bureau and customs authorities and product registration authorities (if required) have been duly completed in accordance with the relevant rules and regulations;

iv) the WFOE is not in receipt of any letter or notice from any relevant PRC authority notifying revocation of any permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by the WFOE;

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v) all requisite formalities in respect of the importation of the machinery, equipment, parts, tools and materials by the WFOE have been complied with in accordance with the relevant PRC laws and regulations;

vi) the WFOE has been conducting business activities within the permitted scope of the Business and is operating the Business in full compliance with all relevant legal requirements, including without limitation, producing, processing and/or distributing products with all requisite licenses, permits and approvals granted by competent PRC authorities;

vii) in respect of approvals, licenses or permits requisite for the conduct of any part of the Business which are subject to periodic renewal, WFOE has no knowledge or reason to believe that such requisite renewals will not be granted by the relevant PRC authorities;

viii) all applicable laws and regulations with respect to the opening and operation of foreign exchange accounts and foreign exchange activities of the WFOE, including, where applicable, the registration of foreign exchange laws, have been fully complied with, and all requisite approvals from the State Administration of Foreign Exchange in relation thereto have been duly obtained;

ix) with regard to the employment and labour management, WFOE has complied with all applicable PRC laws and regulations, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, pensions or the like,

(c) a non-compete agreement having been duly entered into by the WFOE and the NOAH, where the NOAH shall undertake not to compete with the Business of the WFOE, or conduct other business or services which may be in direct or indirect competition with the Business;

(d) the Written Resolutions having been duly approved and passed by the Company and remaining valid and effective as at Completion;

(e) all distribution agreements, supply agreements and content partnership agreements in which NOAH is a party having been effectively and duly transferred to the WFOE, and WFOE being satisfied that such transfer is not in breach or in contravention of any contract or other undertaking or obligations binding on the other party to such agreements;

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(f) in respect of the employment and labour management of the NOAH, NOAH shall terminate the employment agreements entered into by and between the NOAH and their respective employees as set forth in the Assets List (Schedule 9), and applicable funds having been paid in full in respect of its employees and severance compensation (if any) having been paid by NOAH to such employees; separate service agreements or employment agreements having been entered into by the WFOE and the employees as set forth in Assets List (Schedule 9), and arrangements having been fulfilled by NOAH in respect of any laid off employees (if any) in accordance with the applicable PRC laws and local regulations;

(g) all Intellectual Property rights (including but not limited to patent, software copyright and trade secret) having been duly transferred to the WFOE, and actions and procedures having been completed in accordance with the applicable laws in the event any regulatory approval, filing and registration is required for such transfer;

(h) NOAH shall submit an application for the transfer of trademarks stipulated in the Asset List at relevant authorities, and an acceptance notice having been duly issued by the authority, and NOAH shall grant the WFOE the right to use the trademarks not having been duly transferred without any charge until the date when the trademark transfer applications have been approved by and filed with the relevant authorities.

(i) Noah Industrial shall enter into service agreement with WFOE which stipulates that Noah Industrial’s sole business is to develop software for WFOE and no other business shall be taken without Baring’s written consent, and Noah Industrial and each of the BVI Existing Shareholders shall further undertake that the operations of Noah Industrial shall be maintained at the minimum production and profit level acceptable to the Preference Shareholders (the annual gross income shall be less than 2 million RMB) in order that Noah Industrial is qualified to continuously receive the tax incentives it currently enjoys;

(j) Noah Industrial and each of the BVI Existing Shareholders shall enter into a non-compete agreement with the WFOE, in which Noah Industrial and each of the BVI Existing Shareholders shall undertake not to engage in any business in competition with the business of the WFOE;

(k) the issue and allotment of the Subscription Shares to the Preference Shareholders pursuant to the terms of this Agreement having been duly approved by the Company;

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(l) the issue of the Warrants to Baring to purchase the Warrants Shares having been duly approved by the Company;

(m) Baring having received legal opinions issued by the law firms in the PRC and the Cayman Islands regarding the legality of the Company, WFOE, BVI Existing Shareholders, NOAH and the legality of the restructure steps stipulated in the Restructure Memo;

(n) all the Warranties remaining true and correct at all times as from the signing of this Agreement up to the Completion, as if they were made and repeated on and as of the Completion;

(o) all Consents required under the laws of the Cayman Islands for the entering into and performance of this Agreement and the Shareholders’ Agreement and the implementation of the transactions therein contemplated having been obtained and remaining valid and effective as at Completion;

(p) BVI having delivered to Baring a registered agent’s certificate certifying the date of incorporation of the corporate shareholder and the names of its directors and shareholders;

(q) the Company having delivered to Baring a certificate of compliance dated the Completion Date and signed by a director of the Company certifying that all of the above conditions have been fulfilled;

(r) Baring and its counsel having conducted a due diligence investigation against the Group Companies and being satisfied with the results of such investigation;

(s) except as required or contemplated by this Agreement or the Shareholders’ Agreement, no resolution of the directors or members of any of the Group Companies having been passed nor having any contract or commitment been entered into (other than in the ordinary and usual course of the Business) prior to the Completion without the prior written consent of Baring, except for the purposes of giving effect to the transactions contemplated by this Agreement, or the Shareholders’ Agreement;

(t) NOAH having provided sufficient documentations to the Preference Shareholders evidencing that the necessary documents for waiving the consideration for the assets transferred as set forth in the Restructure Memo have been duly executed by relevant parties, provided that such consideration waiver documents shall become effective upon the completion of capital injection to WFOE 2;

(u) NOAH having caused Sichuan Hua Li Investment Co., Ltd., a shareholder of Sichuan Nan Shan Zhi Qiao Micro-Electronics Co., Ltd. (“Nan Shan”) enter

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into a share transfer agreement with WFOE, which stipulates that Sichuan Hua Li Investment Co., Ltd. shall transfer its 13% equity interests held in Nan Shan to the WFOE for a consideration of RMB15,500,000.00;

(v) Noah Industrial having entered into a share option agreement which stipulates that WFOE shall have an option to purchase 18.7672% equity interests in Nan Shan held by Noah Industrial at a consideration of RMB 21,800,000.00;

(w) Noah Industrial having transferred the land use right and property ownership right stipulated in the Asset List to the WFOE; and

(x) NOAH having entered into a share transfer agreement with WFOE, which stipulates that NOAH shall transfer its equity in Cheng Du Noah Electronics Co., Ltd. to the WFOE or other entity the Preference Shareholders designated, and having caused Tang Ben Guo ( ), a shareholder of Cheng Du Noah Electronics Co., Ltd. enter into a shareholder transfer agreement which stipulates that Tang Benguo shall transfer his equity in Cheng Du Noah Electronics Co., Ltd to the WFOE as stipulated in the Restructure Memo.

2.2 In the event that any of the Conditions specified in Clause 2.1 has not been fulfilled (or waived by Baring in writing) by 5:00 pm on the 120 day after the signing of this Agreement (or such later date as the parties may mutually agree in writing), this Agreement may be terminated by written notice to other parties, at Baring’s own election and discretion, after which this Agreement shall be of no further force or effect.

2.3 Each of the Group Company shall use its best endeavours to procure the fulfilment of the Conditions on or before the date set forth in Clause 2.2.

3. AGREEMENT TO SUBSCRIBE FOR SHARES

The Preference Shareholders shall, subject to the terms and conditions of this Agreement, subscribe for the Subscription Shares, in cash at the Subscription Price and the Company shall validly allot and issue the Subscription Shares to the Preference Shareholders on Completion, free from all charges, liens, encumbrances, equities or other third party rights, claims or interests.

4. WARRANTS

4.1 The Company shall, subject to the terms and conditions of this Agreement, issue to Baring on the Completion the Warrants to purchase the Warrants Shares at the Warrants Price.

4.2 The Warrants shall be issued on the terms that they shall immediately become

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exercisable upon the Completion Date and shall expire upon (i) the expiry of twenty four (24) months from the Completion Date or (ii) a Qualified IPO, whichever is earlier.

4.3 The Warrants shall not be saleable or assignable except when they are being sold or assigned to the purchaser or transferee (as the case may be) of Series A Preference Shares pursuant to the terms of the Shareholders’ Agreement. Such assignees and transferees shall be bound by and shall be entitled to the rights and obligations of the transferor under this Agreement and (once they become a shareholder) the Shareholders’ Agreement.

5. COMPLETION

5.1 When the Company believes in good faith that it has made all arrangements needed to fulfil the Conditions, it shall issue to the Preference Shareholders a notice of readiness to complete signed by a director of the Company certifying such belief. The Completion shall take place on the Completion Date at the offices of Jun He Law Offices, or at such other place and time as the parties shall mutually agree in writing.

5.2 At the Completion, Preference Shareholders shall:

(a) deliver or procure to be delivered to the Company applications for the Subscription Shares at the Subscription Price in the form of Schedule 4;

(b) wire US$ 11,000,000 in full into an account held by the Company;

(c) wire US$5,000,000.00 in full into an account opened in a bank at Hong Kong jointly held by the Company, where Baring and the Company are the joint signatories on such account.

5.3 Save as aforesaid, and save as provided herein, Baring’s prior written consent is required for any withdrawal from the account as stipulated in the Clause 5.2; however, such consent shall not be unreasonably withheld, especially for any withdrawal for purposes of completing the restructure steps provided in the Restructure Memo, including the Company’s acquisition of New Noah’s equity interests and subscription of the registered capital in the WFOE.

5.4 At the Completion and upon the receipt of the application referred to in Clause 5.2(a), the Company shall:

(a) deliver to the Preference Shareholders:

(i) a certified true copy of the board resolutions of the Company approving:

(A) this Agreement and the Shareholders’ Agreement and the entry into and performance of each of such documents by the Company including the allotment and issue of the Subscription Shares in accordance with the terms of this Agreement and the issue and delivery of the share certificates to the Preference Shareholders;

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(B) the issue and delivery of the Warrants to Baring in accordance with the terms of this Agreement;

(C) the appointment of one (1) person nominated by Baring as the director of the Company;

(ii) a certified true copy of the board resolutions of WFOE approving the appointment of one (1) person nominated by Baring as the director of the WFOE;

(iii) the Shareholders’ Agreement duly signed by all parties thereto (other than the Preference Shareholders);

(iv) the legal opinions referred to in Clause 2.1(m);

(v) the share certificates issued in the name of the Preference Shareholders for the Subscription Shares, duly signed and sealed for and on behalf of the Company;

(vi) the Warrants issued in the name of Baring, duly signed and sealed for and on behalf of the Company;

(vii) a certified true copy of the Written Resolutions;

(viii) the certificate of compliance referred to in Clause 2.1(q) as of the Completion Date; and

(ix) a copy of the 2004 annual budget for reference for the Company.

(b) Upon receipt of the US$11,000,000.00 as stipulated in the Clause 5.2 (b), deposit the US$ 11,000,000.00 into the following accounts unless otherwise agreed by Baring and the Company:

(i) wire US$ 5,000,000.00 in full into the bank account of the WFOE 2 as the capital contribution to the registered capital of WFOE 2;

(ii) wire US$ 2,300,000 in full into the account of WFOE 2 as a shareholder loan;

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(iii) wire US$ 2,500,000 to the account of WFOE 2 as a shareholder loan where a joint signature of Baring designated person and the legal representative of WFOE 2 is required for any withdrawal from such account; and

(iv) wire US$ 1,200,000 in full into the account designated by BVI Existing Shareholders as consideration for the purchase of New Noah’s equity.

6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

6.1 Each of the Warrantors hereby jointly and severally undertakes with the Preference Shareholders that all the Pre-Completion Conditions set out in Clause 2 hereof shall be satisfied in accordance with the terms and conditions in this Agreement.

6.2 Each of the Warrantors hereby jointly and severally represents and warrants to and undertakes with the Preference Shareholders that each of the matters set out in Schedule 3 are as at the date hereof and will be for all times up to and including the Completion Date, true and correct in all respects.

6.3 Each of the Warranties is given only to the extent that it relates to a Group Company and refers only to matters and facts subsisting as at the date hereof up to the Completion, and the right to claim for breach of any Warranties will survive within two (2) years of the Completion.

6.4 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision contained in this Agreement shall govern or limit the extent or application of any other Warranty.

6.5 Each of the Warrantors undertakes to notify the Preference Shareholders in writing as soon as practicable of any matter or event which becomes known to it prior to the Completion which may render any Warranty to be or to have been untrue or inaccurate.

6.6 The rights and remedies of the Preference Shareholders in respect of a material breach of any Warranty shall not be affected by any due diligence review or investigation made by or on behalf of the Preference Shareholders into the affairs of any Group Company.

6.7 Notwithstanding any rule of law or equity to the contrary, any release, waiver or compromise or any other arrangement of any kind whatsoever which the Preference Shareholders may agree to or effect in relation to any of the Warrantors in connection with this Agreement, and in particular the Warranties, shall not affect the rights and remedies of the Preference Shareholders as regards to any other parties.

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6.8 Each of the Warrantors hereto hereby jointly and severally represents and warrants to the Preference Shareholders that it has full power and authority to enter into and perform this Agreement; this Agreement when executed and delivered by them shall constitute valid and legally binding obligations of such party enforceable in accordance with their respective terms.

6.9 Each of the Warrantors undertakes, in relation to any Warranty which refers to his knowledge or information, that he has made reasonable enquiry into the subject matter of that Warranty and that he does not have the knowledge or information or belief that the subject matter of that Warranty may not be true, complete or accurate.

6.10 Each of the Warrantors hereby jointly and severally undertakes to perform this Agreement, and undertakes to indemnify the Preference Shareholders for any failure to perform this Agreement.

6.11 Profit Guarantee.

(a) Each of the Warrantors hereof jointly and severally undertakes and guarantees to achieve at least one of the following goals, (i) the E-Dictionary Business Profit Guarantee shall reach the amount of Renminbi 80 million, or (ii) the net operating profit after tax of the Company’s Main Business in year 2004 (“Main Business Profit Guarantee”) shall reach the amount of Renminbi 90 million. This Clause 6.11 shall be deemed to be fulfilled and completed if the Company achieves the goal setting out in either (i) or (ii) hereof.

(b) In the event that Company fails to achieve either E-Dictionary Business Profit Guarantee or the Main Business Profit Guarantee, the Company shall issue additional series A preference shares to Preference Shareholders each at par value on the basis of the following principle, i.e., for every five million Renminbi after the first million shortage that the Company fails to achieve in respect of E-Dictionary Business Profit Guarantee, in addition to the shares they are entitled to in accordance with the terms and conditions hereof, Preference Shareholders shall be entitled for additional series A preference shares of the Company equivalent to 1% of the Shares of the Company per five million Renminbi shortage.

For the purpose of this Clause 6.11, E-Dictionary Business Profit Guarantee and Main Business Profit Guarantee hereinafter referred to as “Profit Guarantee” collectively.

(c) If the failure to achieve either E-Dictionary Business Profit Guarantee or the Main Business Profit Guarantee is caused by a Force Majeure Event as set forth in Clause 18, thus the additional shares issued to the Preference Shareholders as set forth in this Clause 6.11(b) is not applicable.

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6.12 None of the Warranties nor any benefit nor claim thereunder may be assigned to any person without the prior written consent of the Company.

6.13 NOAH shall cause its subsidiary Nan Shan to adjust the registered capital in Nan Shan in order to comply with the relevant PRC laws, provided that such adjustment is neither opposed by other shareholders of Nan Shan nor by governmental authorities.

6.14 The Warrantors hereby undertake that, within two (2) year after the Completion, the Warrantors shall with reasonable effort cause the WFOE to obtain, and the WFOE shall obtain the qualifications in respect of the operations of the WFOE, including without limitation the PRC Import and Export Enterprises Qualification, Shenzhen Hi and New Technology Enterprises Qualification, Shenzhen Important Software Enterprises Qualification, and other qualifications requisite to enjoy preferential treatments.

6.15 INVESTOR and WONG Sinfung hereby represent and warrant to and undertake with Baring that their investment decisions were made based on their own due diligence investigation and their own business judgement, and they shall be fully responsible for all their actions thereof.

7. POST-COMPLETION COVENANTS

7.1 Within 90 days after the Completion, Noah Industrial shall duly transfer all trademarks it currently owns, which is stipulated in the Asset List, to the WFOE, and actions and procedures having been completed in accordance with the applicable laws in the event that any regulatory approval, filing, and registration is required for such transfer.

7.2 Within 90 days after the Completion, Noah Industrial shall cause Sichuan Hua Li Investment Co., Ltd., a shareholder of Nan Shan to transfer its 13% equity interests held in Nan Shan to the WFOE for a consideration of RMB15.5 million, actions and procedures having been completed in accordance with the applicable laws in the event that any regulatory approval, filing, and registration is required for such transfer.

7.3 The Warrantors hereby undertake with the Preference Shareholders that, within 90 days after the Completion, the Warrantors shall procure Noah Industrial to deregister its existing sales subsidiaries, and procure the NOAH to duly and properly establish new sales operational branches in Beijing, Shanghai, Guangzhou and Chengdu respectively, in which the WFOE holds the entire legal and beneficiary ownership.

7.4 The Warrantors hereby undertake that, within thirty (30) days after the Completion, the operations of Noah Industrial shall be maintained at the minimum production and

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profit level acceptable to Baring (the annual income shall be less than 2 million RMB) in order that Noah Industrial is qualified to continuously receive the tax incentives it currently enjoys, and Noah Industrial’s sole business shall be to develop software for WFOE and no other business shall be taken without the Preference Shareholders’s written consent.

7.5 NOAH shall transfer its equity in Cheng Du Noah Electronics Co., Ltd. to the WFOE or other entity the Preference Shareholders designated, and Tang Ben Guo ( ) shall transfer his equity in Cheng Du Noah Electronics Co., Ltd to the WFOE as stipulated in the Restructure Memo. Actions and procedures having been completed in accordance with the applicable laws in the event that any regulatory approval, filing, and registration is required for such transfer.

7.6 The Warrantors hereby undertake that the waiver for the consideration of the assets transfer as setting forth in the Restructure Memo shall have been duly recorded in the accounts of both Noah Industrial and the WFOE in the earliest day within one (1) year after the Completion, when WOFE could enjoy preferential tax treatment subject to relevant PRC laws and regulations.

7.7 The Warrantors shall procure WOFE to submit an application for the registration of a trademark including the English word of “Noah” and an acceptance notice having been duly issued by the authorities within 180 days after the Completion, provided that the word “Noah” is acceptable to be registered as a trademark.

7.8 The Chief Financial Officer of the Company shall have been jointly appointed by Baring and the Company within 90 days after the Completion.

8. INDEMNIFY

8.1 The Warrantors hereof jointly and severally undertake to fully indemnify the Preference Shareholders, its officers and employees and Associates, and to keep them harmless from and against all direct and indirect losses, liabilities, costs and damages (including without limitation legal costs) which may be suffered or incurred by any of them in connection with, arising out of or as a result of any of the following:

(a) any of the Warranties including but not limited to warranties regarding tax and incorporation matters, hereof not being true and correct in all respects or not being fully complied with at all times;

(b) any claim by the NOAH and its Associate against the Preference Shareholders, provided that the Preference Shareholders are not liable, and/or its Associates or against any Group Company;

(c) any of the Covenants in Clause 7, other undertakings or obligations in this Agreement not being fully performed or fully complied with at all times.

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8.2 In the event that any Warrantor materially breaches any Warranty hereof, or fails to duly or promptly perform any of his or its obligations under the Post-Completion Covenants as set forth in Clause 7, which incurs damages to Preference Shareholders in a total amount of not less than US$100,000.00 and has not been remedied and compensated for more than 60 days upon the receipt of Preference Shareholders’ written notice, the Preference Shareholders shall have the right, at any time thereafter, to require the Company to redeem, whereupon the Company shall redeem and other non-breaching Warrantors shall procure the Company to redeem, all or any of the Subscription Shares (as the Preference Shareholders may request) at the Subscription Price at the Preference Shareholders’ own election and discretion.

8.3 The BVI Existing Shareholders’ total liability under this Clause shall not exceed RMB 30,000,000.00 except for the liability stipulated in the Clause 20.4 of the Shareholders’ Agreement (Schedule 6).

9. SEVERABILITY

If at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any way be affected or impaired.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties in connection with the subject matter of this Agreement and supersedes all previous term sheets, proposals, representations, warranties, agreements or undertakings relating thereto whether oral, written or otherwise and no party has relied or is entitled to rely on any such term sheets, proposals, representations, warranties, agreements or undertakings.

11. TIME OF ESSENCE AND REMEDIES AND WAIVERS

11.1 Time shall be of the essence of this Agreement.

11.2 No delay or omission by any party in exercising any right, power or remedy provided by law or under this Agreement shall:

(a) affect that right, power or remedy; or

(b) operate as a waiver of it.

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11.3 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

11.4 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

12. PUBLIC ANNOUNCEMENTS

12.1 The investment and subscription of the Subscription Shares by the Preference Shareholders in the Company, including without limitation the existence of such investment and the terms and conditions of this Agreement, the term sheets preceding this Agreement and the Shareholders’ Agreement shall be confidential information and shall not be disclosed by any party hereto or any of their Associates to any person not being a party hereto except as permitted under this Clause 12.

12.2 Notwithstanding Clause 12.1, each of the parties hereto may disclose the terms of the investment to its investors, employees, investment bankers, lenders, accountants, attorneys, business partners, directors, shareholders and senior management and bona fide prospective investors, in each case only where such persons or entities are under appropriate non-disclosure obligations. For the avoidance of doubt, other than disclosures to the foregoing permitted persons, none of the parties may disclose the investment amounts in relation to the Subscription Shares and the Warrants, the amount of valuation of the Company, the rights and privileges of the Preference Shareholders under this Agreement and the Shareholders’ Agreement and the share capital structure of the Company to any person except with the prior written consent of the Preference Shareholders (such consent not to be unreasonably withheld).

12.3 In the event that any party becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to make disclosure not permitted under Clause 12.1 and 12.2, such party (“Disclosing Party”) shall provide the other parties (“Non-Disclosing Parties”) with prompt written notice of that fact so that the appropriate party may seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedies. In such event, the Disclosing party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information to the extent reasonably requested by any Non-Disclosing Party.

12.4 Clauses 12.1, 12.2 and 12.3 shall cease to have effect and cease to be binding on the parties hereto after the expiry of two (2) years from the Completion.

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13. ASSIGNMENT AND COUNTERPARTS

13.1 This Agreement shall be binding on and enure to the benefit of the parties hereto and their respective assigns and successors.

13.2 The Preference Shareholders may assign and transfer, to any member(s) within the BAPE Group, any of its rights, benefits and obligations in this Agreement including without limitation the benefit of any representations, warranties and undertakings contained herein. However, the Preference Shareholders may not assign and transfer any of its rights, benefits and obligations in this Agreement to any direct competitors of the Company upon the assign or transfer. Save as aforesaid, no party hereto may assign or transfer any of his or its rights or obligations under this Agreement.

13.3 This Agreement may be entered into by any party by executing a counterpart hereof. All such counterparts when taken together shall constitute one and the same instrument and this Agreement shall only take effect upon the execution by each of the parties hereto.

14. NOTICES AND OTHER COMMUNICATION

Any notice or other communication to be given under this Agreement shall be in writing and may be delivered by hand or given by facsimile or sent by an established courier service to the address or fax number from time to time designated, the initial address and fax number so designated by each party are set out in Schedule 5. Any such notice or communication shall be sent to the party to whom it is addressed and must contain sufficient reference and/or particulars to render it readily identifiable with the subject matter of this Agreement. If so delivered by hand or given by facsimile such notice or communication shall be deemed received on the date of despatch and if so sent by an established courier service, shall be deemed received three (3) Business Days after the date of despatch.

15. FURTHER ASSURANCE

Each of the parties shall at its/his (as the case may be) own costs, from time to time on request, do or procure the doing of all acts and/or execute or procure the execution of all documents in a form satisfactory to the other parties which the other parties may reasonably request for giving full effect to this Agreement and securing to the other parties the full benefit of the rights, powers and remedies conferred upon the other parties in this Agreement.

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16. COSTS AND EXPENSES

16.1 Provided Completion has occurred, the Company shall bear the costs and expenses (including legal expenses) in respect of the negotiation, preparation, execution and carrying into effect of this Agreement, otherwise each party shall bear its all cost and expenses including legal expenses.

16.2 The parties hereto acknowledge that Jun He Law Offices only acts for Baring in respect of this Agreement, and the parties hereto (other than Baring) have been advised to seek separate legal advice.

16.3 The Company shall be responsible for the costs of obtaining the legal opinions referred to in Clause 2.1(n).

16.4 Taxes and governmental fees in respect of the carrying into effect of this Agreement shall be born by the parties in accordance with PRC laws and regulations.

17. GOVERNING LAW AND JURISDICTION

17.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.

17.2 Any dispute, difference or claim arising out of or in connection with this Agreement shall be referred to and determined by arbitration at Hong Kong International Arbitration Centre located in Hong Kong by using Hong Kong law as the governing law. UNCITRAL Arbitration Rules shall apply to the arbitration proceedings, which will be conducted in English. For the arbitration tribunal, the arbitrators shall be selected among those who can read and understand Chinese, with each party of the dispute to appoint one member of the arbitration tribunal. The appointment of the third arbitrator shall be agreed by parties of the dispute. If they fail to reach such an agreement, the Hong Kong International Arbitration Centre shall appoint the third arbitrator.

18. FORCE MAJEURE

In the event of earthquakes, typhoon, flood, war, SARS or other events (the “Event of Force Majeure”), the consequences of which are beyond the parties’ control, prevention or avoidance and which directly affects the performance of this Agreement or hinders performance of its items, the party which is affected by it should immediately inform the other parties in writing, and within 15 days shall provide details of the event and valid documentary evidence supporting the reasons for which matters agreed in this Agreement cannot be performed in whole or in part or for which performance will be delayed. Such documents must be issued by the notary public office in the place where the said event has occurred.

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IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by	)
for and on behalf of	)
BARING ASIA II HOLDINGS	)	/s/
(22) LIMITED	)
in the presence of :	)
/s/

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SIGNED by WONG Sinfung	)
for and on behalf of	)
Alpha Century Assets Limited	)	/s/ WONG Sinfung
in the presence of :	)
SIGNED by WONG Sinfung	)
in the presence of :	)	/s/ WONG Sinfung
/s/

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SIGNED by XU Dong	)
for and on behalf of	)
Jointly Gold Technologies Limited	)	/s/ XU Dong
in the presence of :	)
SIGNED by	)
XU Dong	)	/s/ XU Dong
in the presence of :	)
SIGNED by XU Dong	)
for and on behalf of	)
Noah Technology Holdings Ltd.	)	/s/ XU Dong
in the presence of:	)
SIGNED by XU Dong	)
	)
for and on behalf of	)
Shenzhen Noah Industry Co., Ltd.	)	/s/ XU Dong
in the presence of:	)
SIGNED by Xu Dong	)
	)
for and on behalf of	)
Shenzhen New Noah Technology Co., Ltd.	)	/s/ XU Dong
in the presence of:	)

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SIGNED by TANG Benguo	)
for and on behalf of	)
First Win Technologies Limited	)	/s/ TANG Benguo
in the presence of :	)
SIGNED by	)
TANG Benguo	)	/s/ TANG Benguo
in the presence of :	)

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SIGNED by WANG Xiaotong	)
for and on behalf of	)
Global Wise Technologies Limited	)	/s/ WANG Xiaotong
in the presence of :	)
SIGNED by	)
WANG Xiaotong	)	/s/ WANG Xiaotong
in the presence of :	)

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SIGNED by MA Li	)
for and on behalf of	)
Gallop Jumbo International Limited	)	/s/ MA Li
in the presence of :	)
/s/
SIGNED by	)
MA Li	)	/s/ MA Li
in the presence of :	)
/s/

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SIGNED by XIAO Xianquan	)
for and on behalf of	)
Dynamic View Investments Limited	)	/s/ XIAO Xianquan
in the presence of :	)
/s/

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SCHEDULE 1

PARTICULARS OF THE COMPANY

1.	Registered Office:	the offices of Walkers SPV Limited, Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman Islands
2.	Date of Incorporation:	April 8, 2004
3.	CR Number:	WK-134538
4.	Place of Incorporation:	Cayman Islands
5.	Directors:
6.	Authorized Share Capital
	as at the date hereof:	US$50,000 divided into 5,000,000,000 Ordinary Shares of par value of US$0.0001 each
7.	Authorized Share Capital
	as at the Completion Date:	US$50,000 divided into 5,000,000,000.00 shares of par value of US$0.0001 each
8.	Issued Share Capital:	as per the Capitalization Table in Exhibit B

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SCHEDULE 2

PARTICULARS OF BVI

Jointly Gold Technologies Limited
1.	Type of Entity:	limited liability company
2.	Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.	Date of Establishment:	February 20, 2004
4.	Place of Incorporation:	British Virgin Islands
5.	Authorized Capital:	US$ 50,000.00
6.	Directors:	XU Dong
First Win Technologies Limited
1.	Type of Entity:	limited liability company
2.	Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.	Date of Establishment:	March 5, 2004
4.	Place of Incorporation:	British Virgin Islands
5.	Authorized Capital:	US$ 50,000.00
6.	Directors:	TANG Benguo
Global Wise Technologies Limited
1.	Type of Entity:	limited liability company
2.	Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.	Date of Establishment:	March 12, 2004

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4.	Place of Incorporation:	British Virgin Islands
5.	Authorized Capital:	US$ 50,000.00
6.	Directors:	WANG Xiaotong
Gallop Jumbo International Limited
1.	Type of Entity:	limited liability company
2.	Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.	Date of Establishment:	January 20, 2004
4.	Place of Incorporation:	British Virgin Islands
5.	Authorized Capital:	US$ 50,000.00
6.	Directors:	MA Li
Dynamic View Investments Limited
1.	Type of Entity:	limited liability company
2.	Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.	Date of Establishment:	March 10, 2004
4.	Place of Incorporation:	British Virgin Islands
5.	Authorized Capital:	US$ 50,000.00
6.	Directors:	XIAO Xianquan

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PARTICULARS OF INVESTOR

Alpha Century Assets Limited
1.	Type of Entity:	limited liability company
2.	Legal Address:	P.O. Box 957, Offshore Incorporation Centre Road Town, Tortola, BVI
3.	Date of Establishment:	October 28, 2003
4.	Place of Incorporation:	British Virgin Islands
5.	Registered Capital:	US$50,000 authorized, one dollar issued
6.	Directors:	Wong Sinfung

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PARTICULARS OF NOAH

Noah Industrial
1.	Type of Entity:	PRC limited liability company
2.	Legal Address:
3.	Date of Establishment:	February 11, 1999
4.	Place of Incorporation:	PRC
5.	Registered Capital:	RMB 1,000,000.00
6.	Legal Representative:	XU Dong ( )
New Noah
1.	Type of Entity:	PRC limited liability company
2.	Legal Address:
3.	Date of Establishment:	November 23, 2003
4.	Place of Incorporation:	PRC
5.	Registered Capital:	RMB 10,000,000.00
6.	Legal Representative:	XU Dong ( )

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SCHEDULE 3

PART 1

BVI EXISTING SHAREHOLDERS

Names

1. XU Dong ( ):

Passport Number: G01452308

Address: No. A4-4A, Cuihai Garden, Lianhua West Road, Futian District, Shenzhen City, PRC

2. TANG Benguo ( )

Passport Number: G04339504

Address: No. 2-2-2B, Xinghaimingcheng, Nanshan District, Shenzhen City, PRC

3. WANG Xiaotong ( )

Passport Number: G04327510

Address: No. A32A, Cuihai Garden, Zhuzilin, Futian District, Shenzhen City, PRC

4. MA Li ( )

Passport Number: PCHN 149754271

Address: No. 1A, Shun Yuan Villa, Sichuan Province, PRC

PART 2

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

Each of the Warrantors hereof jointly and severally represents and warrants to the Preference Shareholders that, except as set forth in the Schedule of Exceptions (“Schedule of Exceptions”) attached to this Agreement as Exhibit A (which Schedule of Exceptions shall be deemed to be representations and warranties to the Preference Shareholders) or otherwise disclosed to the Preference Shareholders, the statements in this Schedule 3 are all true, correct and complete.

In this Schedule, any reference to a party’s “knowledge” means such party’s actual knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.

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1. Organization, Good Standing and Qualification. Save as disclosed to Baring, each member of Group Company is duly organized, validly existing and in good standing under, and by virtue of, the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted (including without limitation the Business). Each member of Group Company is qualified to do business and is in good standing in each jurisdiction where failure to be so qualified would have a material adverse effect on its financial condition, business, prospects or operations. No order has been made or petition presented or resolution passed for the winding up, liquidation or dissolution of any Group Company and no distress, execution or other process has been levied on any Group Company’s assets.

2. Capitalization. The information set out in Schedules 1 and 2 and in the Capitalization Table of the Company attached hereto as Exhibit B is true, correct and complete. Except as set out therein, (a) there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase or be issued or allotted with any of the shares of the Company and (b) no unissued shares (including any unissued Series A Preference Shares, and the Warrants Shares) of the Company, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any rights of first refusal or other rights to purchase such shares (whether in favour of the Company or any other person), pursuant to any agreement or commitment of the Company.

3. Subsidiaries. Except for its ownership of the entire registered capital of WFOE, the Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity, on or before Completion. Except for those disclosed to Baring or its counsel, NOAH does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity, on or before Completion.

4. Due Authorization. All corporate action on the part of each of the Group Company, and its officers, directors and shareholders necessary for the authorization, execution and delivery of, and the performance of all obligations of the Company under this Agreement and the Shareholders’ Agreement has been taken or will be taken prior to the Completion. Each of this Agreement and the Shareholders’ Agreement is a valid and binding obligation of the parties thereto enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles. The Series A Preference Shares are not subject to any preemptive rights or rights of first refusal (other than as provided in the Shareholders’ Agreement).

5. Valid Issuance of Series A Preference Shares and Warrants.

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(a) The Series A Preference Shares and the Warrants, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and (in the case of the Series A Preference Shares) fully paid and non assessable. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Memorandum and Articles of Association, will be duly and validly issued, fully paid and non assessable.

(b) The issued share capital of the Company are duly and validly issued, fully paid and non assessable, and such issued share capital, and all other issued shares, options and other securities of the Company have been issued in full compliance with the requirements of all applicable laws and regulations and all other provisions of applicable securities laws and regulations.

6. Liabilities. Prior to and upon the Completion, there are no liabilities or obligations (including without limitation liabilities under guarantees or indemnities or other contingent liabilities) which have been assumed or incurred, or agreed to be assumed or incurred, by any Group Company. No Group Company is a party to or is liable (including, without limitation, contingently) under any guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person’s obligation. No Group Company has any indebtedness for borrowed money that it has directly or indirectly created, incurred, assumed, or guaranteed, or for which any of them has otherwise become directly or indirectly liable.

7. Title to Properties and Assets.

(a) Properties Assets. Each of the Group Companies has good and marketable title to its properties and assets owned by it (“Proprietary Assets”) held in each case subject to no mortgage, pledge, lien, encumbrance, security interest or charge of any kind. With respect to the property and assets it leases, each of the Group Companies is in compliance with such leases and the Group Companies hold valid leasehold interests in such assets free of any liens, encumbrances, security interests or claims of any party other than the lessors of such property and assets. Specifically in connection with the NOAH, it does not own any assets or control any interests in other business or entity, except for the stipulations in Schedule 9 (“Assets List”).

(b) Intellectual Properties. Except for the Properties Assets stipulated in Schedule 9, neither the Noah Industrial nor New Noah nor their respective subsidiary or affiliate owns any Intellectual Properties which has not been disclosed to parties hereof.

8. Status of Proprietary Assets.

(a) Ownership. Each of the Group Companies has full title and ownership of, or has license to, all assets necessary to enable it to carry on the Business without

38

any conflict with or infringement of the rights of others. To the best knowledge of the Warrantors, no third party has any ownership right, title, interest, claim in or lien on any of the Group Companies’ Proprietary Assets (including the Intellectual Property). Each Group Company has taken all steps reasonably necessary to preserve its legal rights in, and the secrecy of, all its Proprietary Assets, except those for which disclosure is required for legitimate business or legal reasons.

(b) Licenses; Other Agreements. No Group Company has granted, and there are not outstanding, any options or licenses of any kind relating to any of its Proprietary Assets (including the Intellectual Properties), nor is any Group Company bound by or a party to any option or license of any kind with respect to any of its Proprietary Assets. No Group Company is obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any Proprietary Asset or any other property or rights except as disclosed.

(c) No Infringement. The Intellectual Property rights (including any software) used or developed or to be used or developed by any Group Company do not, and are not likely to, infringe any Intellectual Property right of any other person, and all licences to any Group Company in respect of any such Intellectual Property rights are in full force and effect and no party to an agreement relating to the use by a Group Company of Intellectual Property rights of another person is, or has at any time been, in breach of that agreement. None of the Intellectual Property registered or alleged to be owned by any Group Company has been wrongfully or unlawfully acquired by any Group Company. All the Intellectual Property registered or owned by any Group Company and the validity or subsistence of any Group Company’s right, title and interest therein, is not the subject of any current, pending or threatened challenge, claim or proceedings, including without limitation opposition, cancellation, revocation or rectification, and has not during the period of one year prior to Completion been the subject of any challenge, claim or proceeding, and there are no facts or matters which might give rise to any such challenge, claim or proceedings.

(d) No Breach by Employee. No employee or consultant of any Group Company is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for such Group Company or to promote the interests of such Group Company or that would conflict with its business as proposed to be conducted. To the best knowledge of the Warrantors, the carrying on of each Group Company’s business by the employees and contractors of such Group Company and the conduct of its business as presently proposed, does not conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under,

39

any contract, covenant or instrument under which any of such employees or contractors of such Group Company is now obligated. To the best knowledge of the Warrantors, at no time during the conception of or reduction of any of the Group Companies’ Intellectual Property to practice was any developer, inventor or other contributor to such Intellectual Property operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect any Group Company’s rights in such Intellectual Property.

(e) Computer System. None of the records, systems, data or information of a Group Company is recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held (including, without limitation, an electronic, mechanical or photographic process computerised or not) which are not under the exclusive ownership and direct control of Group Company.

(f) No Disclosure. To its reasonable knowledge, no Group Company has (otherwise than in the ordinary and normal course of business) disclosed, or permitted to be disclosed, or undertaken or arranged to disclose, to any person other than Baring any of its know-how, trade secrets, confidential information, price lists or lists of customers or suppliers.

(g) Protective Measures. Each Group Company has taken reasonable and appropriate steps to keep confidential material technical information developed by or belonging to it, which has not been patented or copyrighted. Each Group Company has taken commercially reasonable steps to preserve and protect all Intellectual Property rights registered or owned by it, including without limitation registration and the full payment of all renewal fees for the registration of such Intellectual Property.

9. Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that are (i) material and related to the conduct and operations of its business and properties; (ii) material and involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology have been made available for inspection by Baring and its counsel. For purposes of this Section 9, “material” shall mean any agreement, contract, indebtedness, liability, arrangement or other obligation either: (i) having an aggregate value, cost or amount in excess of US$50,000 within a 12 month period or (ii) not terminable upon ninety (90) days’ notice without incurring any penalty or obligation.

10. Litigation. There is no action, suit, proceeding, claim, arbitration or investigation (“Action”) pending (or, to the best knowledge of the Warrantors currently threatened)

40

against any of the Group Companies, any Group Company’s activities, properties or assets or, to the best of the Warrantor’s knowledge, against any officer, director or employee of any Group Company in connection with such officer’s, director’s or employee’s relationship with, or actions taken on behalf of any Group Company. To the best knowledge of the Warrantors, there is no factual or legal basis for any such Action that might result, individually or in the aggregate, in any material adverse change in the business, properties, assets, financial condition, affairs or prospects of any Group Company. By way of example but not by way of limitation, there are no Actions pending or, to the best knowledge of the Warrantors, threatened (or any basis therefor) relating to the prior employment of any Group Company’s employees or consultants, their use in connection with the Group Company’s business of any information, technology or techniques allegedly proprietary to any of their former employers, clients or other parties, or their obligations under any agreements with prior employers, clients or other parties. No Group Company is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality and there is no Action by any Group Company currently pending or which it intends to initiate.

11. Governmental Consents. All consents, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority (“Governmental Authorizations”) on the part of each Group Company required in connection with the consummation of the transactions contemplated herein and for the conduct and operation of the Business shall have been obtained prior to and be effective as of the Completion.

12. Compliance with Other Instruments. None of the Group Companies is in any violation, breach or default of any term of its constitutional documents which may include, as applicable, memoranda and articles of association, feasibility studies and the like (the “Constitutional Documents”), or in any material respect of any term or provision of any mortgage, indenture, contract, agreement or instrument to which the Group Company is a party or by which it may be bound (the “Group Company Contracts”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon any Group Company. The execution, delivery and performance of and compliance with this Agreement and the consummation of the transactions contemplated hereby does not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company’s Constitutional Documents, or any Group Company Contract or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group Company.

13. Disclosure. The Group Company has fully provided Baring and its advisers in this deal with all the information that Baring has reasonably requested in writing for deciding whether to subscribe for the Series A Preference Shares and the Warrants. No representation or warranty in this Agreement or in due diligence investigation or in any oral or written statement or certificate furnished or to be furnished by the Group

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Company to Baring pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading.

14. Registration Rights. Except as provided in the Shareholders’ Agreement, the Company has not granted or agreed to grant any person or entity any registration rights (including piggyback registration rights).

15. Insurance. Each of the Group Companies has obtained, or will obtain (within fifteen (15) days of Completion) fire and casualty insurance policies with extended coverage, sufficient in amount (subject to reasonable deductibles) to allow it to replace any of its properties that might be damaged or destroyed.

16. Financial Statements. Exhibit C sets forth an un-audited consolidated balance sheet of each of the Group Company dated June 30, 2004 (the “Balance Sheet Date”) and an unaudited consolidated income statement for the period ended June 30, 2004 (all such financial statements being collectively referred to herein as the “Financial Statements”). Such Financial Statements (a) are in accordance with the books and records of the Group Companies, (b) are true, correct and complete and present fairly the financial condition of the Group Companies at the date or dates therein indicated and the results of operations for the period or periods therein specified, and (c) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and for purposes of facilitating the management. Specifically, but not by way of limitation, the respective balance sheets of the Financial Statements disclose all of the Group Companies’ material debts, liabilities and obligations of any nature, whether due or to become due, as of their respective dates (including, without limitation, absolute liabilities, accrued liabilities, disputed liabilities and contingent liabilities) to the extent such debts, liabilities and obligations are required to be disclosed in accordance with generally accepted accounting principles. Each Group Company has good and marketable title to all assets set forth on the balance sheet of the Financial Statements, except for such assets as have been spent, sold or transferred in the ordinary course of business since their respective dates.

17. Certain Actions. Since the Balance Sheet Date, no Group Company has: (a) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital share or any other equity interest; (b) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$50,000 or in excess of US$100,000 in the aggregate; (c) made any loans or advances to any person, other than ordinary advances for travel expenses; (d) sold, exchanged or otherwise disposed of any material assets or rights other than in the ordinary course of its business; or (e) entered into any transactions with any of its officers, directors or employees or any entity controlled by any of such individuals.

18. Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to each Group Company, except for the activities stipulated in Restructure Memorandum there has not been:

(a) to the best knowledge of the Warrantors, any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the company (as presently conducted and as presently proposed to be conducted);

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(b) any waiver by the company of a valuable right or of a material debt owed to it;

(c) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of the company;

(d) any material change or amendment to a material contract or arrangement by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement;

(e) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director not approved by the directors;

(f) any resignation or termination of any key officers;

(g) any declaration or payment of any dividend or other distribution of the assets;

(h) any sale, assignment or transfer of any Proprietary Assets or other intangible assets of the company other than in the ordinary and usual course of the Business;

(i) any debt, obligation, or liability incurred, assumed or guaranteed by the company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; or

(j) any other event or condition of any character which would materially and adversely affect the assets, properties, financial condition, operating results or business of the company.

19. Tax Matters. Prior to and upon the Completion, no Group Company has any tax liabilities from tax-related outstanding litigation, or administrative penalty. The provisions for taxes in the Financial Statements are sufficient for the payment of all accrued and unpaid applicable taxes of the Group Companies, whether or not assessed or disputed as of the date of such balance sheet. There have been no examinations or audits of any tax returns or reports by any applicable governmental agency. Each Group Company has duly filed all tax returns required to have been filed by it and paid all taxes shown to be due on such returns. There are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

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20. Environmental Compliance

(a) Each of the Group Companies is in full compliance with the Environmental Laws (as defined below), which compliance includes, but is not limited to, the possession by each Group Company of all permits and other government authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof. No Group Company has received any communication (written or oral), whether from a governmental authority, citizens group, employee, or otherwise, that alleges that it is not in such full compliance and, to the best knowledge of the Warrantors, there are no circumstances that may prevent or interfere with such full compliance in the future.

(b) To the best knowledge of the Warrantors, there is no Environmental Claim (as defined below) pending or threatened against any Group Company or any person or entity whose liability for an Environmental Claim a Group Company has retained or assumed either contractually or by operation of law.

(c) To the best knowledge of the Warrantors, there are no past or present actions, activities, circumstances, conditions, events, or incidents, including, without limitation, the release, emission, discharge, presence, or disposal of any Materials of Environmental Concern (as defined below), that could form the basis of any Environmental Claim against any Group Company or any person or entity whose liability for any Environmental Claim a Group Company has retained or assumed either contractually or by operation of law.

In this Schedule:

“Environmental Claim” means any claim, action, cause of action, investigation, or notice (written or oral) by any person or entity alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on, or resulting from: (i) the presence, or release into the environmental, of any Material of Environmental Concern at any location, whether or not owned or operated by any party; or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law;

“Environmental Laws” means all laws and regulations of any jurisdiction relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface, or subsurface strata), including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of

44

Materials of Environmental Concern, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern;

“Materials of Environmental Concern” means chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, and petroleum products.

21. Related Party Matters.

(a) Related Party Transactions. No officer or director of any Group Company or any Associate of any such person has, either directly or indirectly, a material interest in: (a) any person or entity which purchases from or sells, licenses or furnishes to a Group Company any goods, property, technology, intellectual or other property rights or services; or (b) any contract or agreement (other than his or her employment or service agreement with any Group Company) to which any Group Company is a party or by which it may be bound or affected. No officer or director of any Group Company or any Associate of any such person has any employment or service agreement with any Group Company which provides for an annual remuneration of more than US$100,000.00 per annum.

(b) No Competing Business Interest. The Warrantors or their respective Associate do not have any rights or interests, directly or indirectly, in any businesses other than those now carried on by any Group Company and their respective subsidiaries which are or are likely to be, or become, competitive with the businesses of the Group Company and in respect of which any such person, with its Associates, holds, and is beneficially interested in, less than 5% of any securities in that company.

22. Share Restriction Agreements. Each person who, pursuant to any benefit, bonus or incentive plan of any Group Company, holds any issued Ordinary Shares or other securities of any Group Company or any option, warrant or right to acquire such shares or other securities, has entered into or is otherwise bound by, an agreement granting the relevant Group Company (a) the right to repurchase the shares for the original purchase price, or to cancel the option, warrant or right, in the event the holder’s employment or services with the relevant Group Company terminate for any reason, subject to release of such repurchase or cancellation right on terms and conditions specified by the relevant Group Company, and (b) a right of first refusal with respect to all such shares. The Company has furnished to Baring true and complete copies of the forms of all such share restriction agreements.

23. Power of Attorney. None of the Group Companies has granted any power of attorney or similar power or authorization to any person (including any director or shareholder).

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24. Compliance with Law

(a) To the reasonable knowledge of the Warrantors, none of the Group Companies nor any of their respective directors, employees, officers, consultants or agents has committed any criminal offence or any breach of the requirements or conditions of any statute, treaty, legislation, regulation, bye-law or other obligation relating to any Group Company or the carrying on of each Group Company’s business. Each Group Company has obtained all approvals, licenses, registrations, and consents necessary to own its assets and for the carrying on of its business as it now carries on and all such approvals, licenses, registrations and consents are valid and subsisting.

(b) No Group Company is the subject of any investigation or inquiry by any governmental or regulatory bodies and to the best knowledge of the Warrantors there are no facts which are likely to give rise to such investigation or inquiry.

25. NOAH. Without prejudice to the generality of the foregoing Warranties and the Warranties in this Agreement:

(a) Each of the NOAH does not carry on, and has never carried on, any business other than the business disclosed to Baring and its counsel.

(b) None of the NOAH has any indebtedness for borrowed money that it has directly or indirectly created, incurred, assumed, or guaranteed, or which any of them has otherwise become directly or indirectly liable.

(c) Each of the NOAH has full title and ownership of, has licence to, all assets necessary to enable it to carry on the business without any conflict with or infringement of the rights of others.

(d) No order has been made or petition presented or resolution passed for the liquation, de-registration and winding up of any of the NOAH and no distress, execution or other process has been levied on any of the NOAH.

(e) All requisite formalities in respect of the importation and acquisition of the machinery, equipment, parts, tools, materials and other assets by the WFOE, in particular the assets of the Noah Industrial’s acquired or to be acquired by the WFOE from Noah Industrial pursuant to the Assets Transfer Agreements, have been and will be in compliance with the relevant PRC laws and regulations.

(f) All assets of Noah Industrial acquired or to be acquired by the WFOE pursuant to the Assets Transfer Agreements will be validly transferred and acquired, and the transfer will be valid and enforceable under PRC laws. None of the assets acquired or to be acquired are subject to the supervision or control of the PRC customs authorities.

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(g) All assets acquired pursuant to the Assets Transfer Agreements are free from all charges, liens, encumbrances, equities, or other third party rights, claims and interests and the right, title and ownership therein have been duly vested in the WFOE.

(h) The WFOE and the NOAH have full power, authority and legal right to enter into, execute and perform their respective obligations under the Assets Transfer Agreements and such obligations constitute valid, legal and binding obligations enforceable against each of them in accordance with their respective terms and the transfer of the assets pursuant to the Assets Transfer Agreements have been and will be legally, effectively and validly effected in accordance with the terms of the Assets Transfer Agreements. All governmental authorisations, approvals, consents, filings and registrations under the PRC laws for the transfer of the assets pursuant to the Assets Transfer Agreements have been issued, obtained and made and all such authorisations, approvals, consents, filings and registrations are subsisting and in full force and effect. The transfer of such assets does not require any valuation to be done and there are no requirements under PRC laws to report, clear or file any valuation with the State-Owned Assets Bureau or its local authorities.

(i) The Warrantors hereby jointly and severally undertake to procure that Noah Industrial shall not carry on any further business upon completion of the Assets Transfer Agreements (other than those which are necessary for the collection of any of its outstanding account receivables from its customers and maintaining its production enterprise status) and shall forthwith procure New Noah to be converted into WFOE 1 as this Agreement stipulated.

26. WFOE.

(a) The documents relating to the establishment of the WFOE are valid and have been duly approved or issued (as applicable) by relevant and competent PRC authorities.

(b) All Consents requisite under PRC laws for the due and proper establishment and operation of the WFOE and the carrying on of the Business by the WFOE have been duly obtained from the relevant and competent PRC authorities and are in full force and effect.

(c) All filings and registrations with the relevant PRC authorities required in respect of the WFOE, including but not limited to the registrations with the Ministry of Commerce, the State Administration for Industry and Commerce, the State Administration for Foreign Exchange or their respective local authorities, tax bureau and customs authorities and product registration authorities (if required) have been duly completed in accordance with the relevant rules and regulations.

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(d) The WFOE shall conduct the Business within the permitted scope of its business licence and operate the Business in full compliance with all relevant legal requirements, including without limitation, manufacturing, processing and/or distributing products and services with all requisite licenses, permits and approvals granted by competent PRC authorities.

(e) All applicable laws and regulations with respect to the opening and operation of foreign exchange accounts and foreign exchange activities of the WFOE, including, where applicable, the registration of foreign exchange laws, have been fully complied with, and all requisite approvals from the State Administration of Foreign Exchange in relation thereto have been duly obtained.

(f) With regard to employment and staff or labour management, the WFOE has complied with all applicable PRC laws and regulations, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, pensions or the like.

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SCHEDULE 4

FORM OF APPLICATION FOR SHARES

To:	Noah Technology Holdings Ltd.
From:	[                            ]
Date:

Dear Sirs,

Application for shares

We hereby apply for the allotment and issue of the following number of Series A Preference Shares of your Company at the aggregate subscription price of [US$15milion/1milion]:

No. of Series A Preference Share: [3,057,170.00 / 203,811.00]

We agree to take the above Series A Preference Shares subject to the Memorandum and Articles of Association of your company and we authorize you to enter our name in the register of members as holder of the above shares.

Yours faithfully,

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SCHEDULE 5

ADDRESSES AND FAX NUMBERS FOR NOTIFICATIONS

1.	Baring Asia II Holdings (22) Limited
	Address:	P.O. Box 431
		13-15 Victoria Road, St Peter Port
		Guernsey
		Channel Islands
		GY1 3ZD
		United Kingdom
		Attn : Ms. Connie Helyar
	Fax No.:	(44) 148-1715-219
		c.c. Baring Private Equity Partners (HK) Ltd.
		39th Floor, One International Finance Centre
		1 Harbour View Street
		Central
		Hong Kong
		Attn : Ms. Kathy Xu
	Fax No.:	(852) 2843 9372
2.	Alpha Century Assets Limited:
	Address:	15A, Block One, Dynasty Court, 23rd, Old Peak Road, Hong Kong
		Attn: Ms. WONG Sinfung
	Fax No.:	(00852)-28105546
3.	Noah Technology Holding Limited
	Address:
		Attn : Mr. XU Dong
	Fax No.:	(86755)-83432793

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4.	Jointly Gold Technologies Limited
	Address:
		Attn : Mr. XU Dong
	Fax No.:	(86755)-83432793
5.	First Win Technologies Limited
	Address:
		Attn : Mr. TANG Benguo
	Fax No.:	(86755)-83432793
6.	Global Wise Technologies Limited
	Address:
		Attn : Mr. WANG Xiaotong
	Fax No.:	(86755)-83432793
7.	Gallop Jumbo International Limited
	Address:
		Attn : Mr. MA Li
	Fax No.:	(86-28)-87749469
8.	Dynamic View Investments Limited
	Address:
		Attn : Mr. XIAO Xianquan
	Fax No.:	(86755)-83432793
9.	Shenzhen Noah Industrial Co., Ltd.:

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	Address:
		Attn: Mr. XU Dong
	Fax No.:	(86755)-83432793
10.	Shenzhen New Noah Technology Co., Ltd.:
	Address:
		Attn: Mr. XU Dong
	Fax No.:	(86755)-83432793
11.	XU Dong:
	Address:
		Attn: Mr. XU Dong
	Fax No.:	(86755)-83432793
12.	TANG Benguo:
	Address:
		Attn: Mr. TANG Benguo
	Fax No.:	(86755)-83432793
13.	WANG Xiaotong
	Address:
		Attn : Mr. Wang Xiaotong
	Fax No.:	(86755)-83432793
14.	MA Li
	Address:
		Attn : Mr. Ma Li
	Fax No.:	(86-28)-87749469

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SCHEDULE 6

SHAREHOLDERS’ AGREEMENT

DATED 04/19, 2004

(1)	PERSONS NAMED IN PART A OF SCHEDULE 3
(2)	BARING ASIA II HOLDINGS ([22]) LIMITED
(3)	Alpha Century Assets Limited
(4)	Noah Technology Holdings Ltd.
(5)	Jointly Gold Technologies Limited
(6)	First Win Technologies Limited
(7)	Global Wise Technologies Limited
(8)	Gallop Jumbo International Limited
(9)	Dynamic View Investments Limited

SHAREHOLDERS’ AGREEMENT

relating to

Noah Technology Holdings Ltd.

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SHAREHOLDERS’ AGREEMENT

DATED 04/19/2004

BETWEEN:

(1) THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN PART A OF SCHEDULE 3 (“BVI Existing Shareholders”);

(2) BARING ASIA II HOLDINGS (22) LIMITED, a company incorporated in the British Virgin Islands with its principal place of business at P.O. Box 431, 13-15 Victoria Road, St. Peter Port, Guernsey, Channel Islands, GY1 3ZD, United Kingdom (“Baring”);

(3) Alpha Century Assets Limited, a company incorporated in the British Virgin Islands with its registration address at P.O. Box 957, Offshore Incorporation Centre Road Town, Tortola, British Virgin Islands ( “INVESTOR”);

(4) Jointly Gold Technologies Limited, a company incorporated in the British Virgin Islands with its registered office at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands; (“BVI 1”)

(5) First Win Technologies Limited, a company incorporated in the British Virgin Islands with its registered office at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands; (“BVI 2”)

(6) Global Wise Technologies Limited, a company incorporated in the British Virgin Islands with its registered office at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands; (“BVI 3”)

(7) Gallop Jumbo International Limited, a company incorporated in the British Virgin Islands with its registered office at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands; (“BVI 4”)

(8) Dynamic View Investments Limited, a company incorporated in the British Virgin Islands by Key Employees of the Group Company, with its registered office at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands; (“BVI 5”)

BVI 1, BVI 2, BVI 3, BVI 4 and BVI 5 hereinafter (“BVI”); and

(9) Noah Technology Holding Limited, a company incorporated in Cayman Islands with its registered office at the offices of Walkers SPV Limited, Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman Islands (“Company”).

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WHEREAS:

(A) Subject to and upon the completion of the Share Subscription Agreement, Baring shall become the holder of Series A Preference Shares of par value of US$0.0001 each in the Company.

(B) The rights and privileges of the Series A Preference Shareholders are set out in the written resolutions of the shareholders of the Company in the form of Schedule 1.

(C) This Agreement is entered into by the parties hereto for the purposes of regulating the business, affairs and management of the Group Companies as from completion of the Subscription Agreement.

NOW IT IS HEREBY AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement, including the Recitals, the following expressions shall, except where the context otherwise requires, have the following meanings:

“Articles”

the Articles of Association of the Company, as amended from time to time;

“Associate”

(i) as to any body corporate, any other body corporate, unincorporated entity or person directly or indirectly Controlling, directly or indirectly Controlled by or under direct or indirect common Control with, such body corporate; and

(ii) as to any individual, his spouse, or legitimate child;

“BAPE Group”

Baring Asia Private Equity Fund B.V., its wholly owned subsidiaries, and wholly owned investment vehicles and funds solely managed by Baring Private Equity Partners Group, its holding company or any company which is a wholly owned subsidiary, associated or affiliated company of Baring Private Equity Partners Group or its holding company;

“Board”

the board of Directors for the time being of the Company;

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“Business Day”

a day, excluding Saturdays, on which banks in Hong Kong are open for business throughout their normal business hours;

“Control”

in relation to a body corporate, the power of a person directly or indirectly to secure that the affairs of such body corporate are conducted in accordance with the wishes of that person:

(i) by means of the holding of shares or the possession of voting power (either at shareholder level or director level) in or in relation to that or any other body corporate; or

(ii) by virtue of any powers conferred by the memorandum and articles of association or by-laws or other similar documents regulating that or any other body corporate;

“Director”

any director for the time being of the Company and where applicable, any alternate director;

“Dispose”

to make or to effect any sale, assignment, exchange, transfer, or to grant any option, right of first refusal or other right or interest whatsoever or to enter into agreement for any of the same and the expression “Disposal” shall be construed accordingly;

“Encumbrance”

any mortgage, charge, pledge, lien (otherwise than arising by statute or operation of law), hypothecation, equities, adverse claims, or other encumbrance, priority or security interest, over or in any property, assets or rights of whatsoever nature or interest or any agreement for any of the same and the expression “Encumber” shall be construed accordingly;

“ESOP”

any equity incentive plan adopted by any Group Company from time to time in relation to the grant or issue of stock options to its employees, officers, directors, consultants and/or other eligible persons;

“ESOP Share”

any Ordinary Share granted pursuant to stock options under ESOP;

“Group Companies”

the Company and its Subsidiaries from time to time and the expression “Group” shall be construed accordingly; a list of the Group Companies in this Shareholders’ Agreement as at the date hereof is set out in Schedule 2;

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“Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

“IPO”

has the meaning ascribed to it in Clause 15;

“Liquidation Event”

any liquidation, winding up or dissolution of any Group Company, or any Sale Event, or any initial public offering of Securities in the Company which is not a Qualified IPO; for the avoidance of doubt, a Qualified IPO is not a Liquidation Event;

“Ordinary Shares”

ordinary shares of par value of US$0.0001 each in the capital of the Company;

“Ordinary Shareholder”

a holder of any Ordinary Share other than the ESOP Share;

“Original Contribution”

the Preference Shareholders’ original capital contribution of US$16,000,000.00 for 3,260,981.00 Series A Preference Shares in the Company;

“PRC” or “China”

the People’s Republic of China;

“Preference Shareholder(s)”

holder(s) of Series A Preference Shares;

“Qualified IPO”

a fully underwritten IPO in the United States of America pursuant to an effective registration under the Securities Act or on a reputable stock exchange in London, Hong Kong, Singapore or such reputable stock exchange as may be determined by the Company, with gross proceeds to the Company of not less than US$50 million;

“Sale Event”

any trade sale, merger, acquisition, reorganisation or other transaction involving any Group Company in which the original shareholders do not retain a majority of the voting power in the surviving entity, or any change in the control, or a sale of all or substantially all of the assets or business of any Group Company;

“SEC”

Securities and Exchange Commission of the United States of America, or any other federal agency for the time being administering the Securities Act;

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“Securities”

any shares, stocks, debentures, funds, bonds, notes or any rights, warrants, options or interests in respect of any of the foregoing or any other derivatives or instruments having similar economic effect;

“Securities Act”

the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

“Series A Preference Shares”

series A preference shares of par value of US$0.0001 each in the capital of the Company;

“Series A Preference Shareholder”

a holder of any Series A Preference Share;

“Shares”

any of the Ordinary Shares and the Series A Preference Shares;

“Shareholders”

any or all of those persons and entities at any time holding any class of Shares of the Company;

“Subscription Agreement”

the share subscription agreement dated [                    ], 2004 and made between the Preference Shareholders, BVI, NOAH, BVI Existing Shareholders, WONG Sinfung and the Company;

“Subsidiary”

has the meaning ascribed to it by section 2 of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

“Subsidiary Boards” or “Subsidiary Board”

the boards of directors for the time being of each of the subsidiaries of the Company and a “Subsidiary Board” means any of them;

“US$”

United States dollars, the lawful currency of the United States of America;

“Warrantors”

BVI and BVI Existing Shareholders;

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“WFOE 1”

a wholly foreign owned enterprise, which shall be established in the PRC by the Company’s acquisition of the New Noah’s entire equity, in accordance with the Restructure Memo as specified in Schedule 8, subject to the terms and conditions hereof. The Company is the legal and beneficial owner of the entire equity interests of WFOE 1. The registered capital for WFOE 1 shall not be less than RMB10 million;

“WFOE 2 ”

a wholly foreign owned enterprise, which shall be established in the PRC by the Company in accordance with the Restructure Memo as specified in Schedule 8, subject to the terms and conditions hereof. The Company is the legal and beneficial owner of the entire equity interests of WFOE 2. The registered capital for WFOE 2 shall not be less than US$5,000,000.00;

WFOE 1 and WFOE 2 hereinafter “WFOE” collectively.

1.2 In this Agreement:

(a) references to recitals, Clauses, Schedules and Exhibits are to the clauses and sub-clauses of, and the recitals, schedules and exhibits to, this Agreement;

(b) references to any statutory provision or any rule or regulation (whether or not having the force of law) shall be construed as references to the same as amended, varied, modified, consolidated or re-enacted from time to time and to any subordinate legislation made under such statutory provision;

(c) references to parties are to parties of this Agreement;

(d) words importing the singular include the plural and vice versa, words importing one gender include every gender, and references to persons include bodies corporate and unincorporated; and

(e) headings are for ease of reference only and shall not affect the interpretation of this Agreement.

1.3 The recitals, the Schedules and the Exhibits form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Recitals, the Schedules and the Exhibits.

1.4 The expressions “Ordinary Shareholders” and “Series A Preference Shareholders” shall, where the context permits, include their respective successors, assigns and personal representative (where applicable).

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2. BUSINESS OF THE GROUP

2.1 The Group Companies shall not conduct any business or activity other than in the field of the research and development, manufacture, and distribution of electronic education products in accordance with business plans approved by the Board or Subsidiary Boards (as the case may be).

2.2 Any business plan prepared by or for the Group Companies and delivered to the Preference Shareholders on or prior to or after the date hereof shall be carried out by such Group Company on a best endeavours basis.

3. BOARD CONSTITUTION AND BOARD AND SHAREHOLDERS’ MEETING AND BOARD COMMITTEE

3.1 The maximum number of persons comprising each of the Board and the Subsidiary Boards shall be four (4) unless otherwise agreed by a majority vote of the Shareholders and consented to by Preference Shareholder(s) then holding not less than 51% of the Series A Preference Shares as at the date hereof.

3.2 So long as Preference Shareholder(s) is/are the beneficial owner of not less than 51% in aggregate of the Series A Preference Shares as at the date hereof, the Preference Shareholder(s) shall be entitled, by written notice to the Company, to nominate and elect one (1) person to each of the Board and the Subsidiary Boards as director and to remove such directors nominated by it and to nominate and elect other persons to replace the persons removed.

3.3 The Company and the Subsidiary shall provide to the observer(s), concurrently with the members of the Board and the Subsidiary Boards, in the same manner, notices of all meetings of the Board and the Subsidiary Boards and respective committees thereof and a copy of all materials and information provided to such members.

3.4 So long as the BVI is the legal and beneficial owner of not less than 51% of all the Shares, it shall be entitled to, by the written notice to the Company and Baring, to nominate and elect the majority member of the directors, but no fewer than 3 directors, and to remove such director nominated by it and to nominate and elect other persons to replace the person removed.

3.5 The directors on the Board and the Subsidiary Boards upon and after the completion of the Subscription Agreement shall be as follows:

Board: one (1) person to be nominated by Baring and three (3) persons to be nominated by BVI

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Subsidiary Board (including but not limited to the Board of WFOE): one (1) person to be nominated by Baring and three (3) persons to be nominated by BVI

3.6 Each of the Board and the Subsidiary Boards shall convene at least four (4) meetings in each fiscal year.

3.7 In relation to meetings of the Board and the Subsidiary Boards, each director shall be given not less than ten (10) Business Days’ written notice of meetings, but any meeting held without such notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting waive notice of the meeting in writing; and for this purpose, the presence of a director at a meeting shall be deemed to constitute a waiver on his part in respect of such meeting.

3.8 One (1) director appointed by the Preference Shareholders or Baring plus two (2) directors appointed by the ordinary shareholders constitute a quorum. A resolution signed by a majority of the directors (including at least one director nominated by Baring) of the Board or any Subsidiary Board, entitled to receive notice of a meeting of such directors shall be as valid and effectual for all purposes as a resolution of such directors duly passed at a meeting of the Board (or Subsidiary Board, as the case may be) duly convened, held and constituted provided that:

(a) where such resolution is in relation to any contract or arrangement in which a director or directors are interested, it shall not be effective unless the number of directors signing the resolution who are not interested in the contract or arrangement would have constituted a quorum of directors if a meeting had been held for the purpose of considering the contract or arrangement;

(b) when a director has approved a resolution by facsimile, the original of the signed copy shall be deposited with the relevant Group Company in its registered office or such other office as the relevant Group Company may designate for this purpose from time to time by such director as soon as possible thereafter. Any such resolution may consist of several documents, provided each such document is signed by one or more directors; and

(c) resolutions relating to matters provided in Clause 4 shall not be effective unless and until any consent of Baring required under Clause 4 has been obtained.

3.9 BVI and BVI Existing Shareholders shall procure that the Subsidiary Board shall

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not pass or adopt any resolution in connection with a single transaction or a series of related transactions within any 12-month period in excess of US$100,000.00 except (i) with the prior written consent of the Board, and (ii) not less than ten 10 Business Days’ prior written notice of such proposed resolution has been given to at least one (1) director of the Board appointed by Baring.

3.10 The Board shall give not less than ten (10) Business Days’ notice of meetings of Shareholders to those persons whose names on the date the notice is given appear as Shareholders in the register of members of the Company and are entitled to vote at the meeting.

3.11 A meeting of the Shareholders is duly constituted if, at the commencement of and throughout the meeting, there are present in person or by proxy:

(a) the holders of Series A Preference Shares holding not less than an aggregate of 50% of the outstanding Series A Preference Shares; and

(b) the holders of Ordinary Shares being not less than an aggregate of 50% of all Ordinary Shares in issue.

3.12 A meeting of Shareholders will be adjourned to the same time and place seven (7) Business Days later if a quorum is not present at that Shareholders’ meeting. If at such adjourned meeting a quorum is still not present within forty-five minutes from the time appointed for the meeting, the Shareholders present shall constitute a quorum. Except for the business as outlined in the notice to Shareholders, no other business shall be transacted thereat.

3.13 Each Series A Preference Share shall carry such number of votes as is equal to the number of votes of Ordinary Shares then issuable upon the conversion of such Series A Preference Shares into Ordinary Shares. The Series A Preference Shareholders and the other Shareholders shall vote together and not as a separate class.

3.14 Any shareholders’ meeting of any Group Company and any meeting of the Board or a Subsidiary Board may be held, and any shareholder or as the case may be director may participate in such meeting, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other; and such participation shall be deemed to constitute presence in person at the meeting.

4. MATTERS REQUIRING CONSENT OF PREFERENCE SHAREHOLDERS

4.1 The Shareholders and the Company shall each take all steps necessary to ensure that none of the Group Companies shall carry out any of the following actions, and

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no affirmative board or members’ resolution shall be adopted to approve or carry out the same, except with the prior written consent of Preference Shareholders of 51% of the issued Series A Preference Shares as at the date hereof:

(a) any amendment, modification or change of any rights, preferences, privileges or powers of, or any restrictions provided for the benefit of, the Series A Preference Shares;

(b) any action that authorises, creates or issues Securities of any class in the Group Company having rights superior to the Series A Preference Shares, whether in terms of voting rights or of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Company, or having rights on a parity in all respects with the Series A Preference Shares;

(c) any action that reclassifies or converts any issued Securities of the Company into Securities having rights superior to the preference or priority of the Series A Preference Shares, whether in terms of voting rights or of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Company, or having rights on a parity in all respects with the Series A Preference Shares;

(d) any amendment, modification or change to or of the memorandum or articles of association or other similar documents of any of the Group Companies that will directly or indirectly affect adversely the rights of the Series A Preference Shares;

(e) any merger, sale, acquisition, consolidation or reorganisation of any Group Company with or into one or more corporations or any other entity(ies) (other than a merger or consolidation involving only the Company and its wholly owned Subsidiary) or any other transaction or series of related transactions (such merger, sale, acquisition, consolidation, reorganisation and transactions to be collectively referred to as “Transaction”), in which the relevant Group Company or its shareholders immediately prior to such Transaction will not, as a result of or subsequent to the Transaction, hold a majority of the voting power of the surviving or resulting entity;

(f) the sale or Disposal of or creation of any Encumbrance over all or substantially all of the assets or any assets of any Group Company (including without limitation the Company’s interest in any of its Subsidiaries or the intellectual property or business in connection with any of its products as may be developed from time to time);

(g) the commencement of any liquidation, dissolution, winding up or termination of any Group Company;

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(h) any borrowing or other incurrence of indebtedness (including the assumption of contingent liability under any guarantee, surety or indemnity but excluding any trade debts owed or trade credits granted) by any Group Company (in one transaction or a series of related transactions) in excess of US$100,000.00 within any 12-month period;

(i) any material alteration or change in the business scope of any Group Company as set out in such company’s constitutional document or approved business plan or any material change in any Group Company’s business plan or any material change in the Company’s approved annual budget;

(j) any increase in aggregate compensation (including all benefits) of any of the five (5) most highly compensated employees or officers of any Group Company by more than 50% in any twelve (12)months’ period;

(k) any public offering of Securities of any Group Company that does not meet the requirements of a Qualified IPO;

(l) any purchase or lease of any interest in land or real property or any other asset or equipment or the making of any investment, except for (i) any lease of land, real property, asset or equipment which does not exceed US$100,000.00 within a 12–month period and (ii) any purchase of equipment not exceeding US$100,000.00 within a 12-month period;

(m) any change in the maximum number of directors of any Group Company, or the appointment or removal of the Chief Executive Officer, Chief Financial Officer, Chief Operation Officer and Chief Technology Officer of any Group Company;

(n) the declaration or payment of any dividend or other distribution on the Ordinary Shares;

(o) the entry into of any contract, agreement or arrangement with any person related to any Director or Ordinary Shareholder or which is other than at arm’s length;

(p) any change in the authorised or issued share capital of any Group Company, or any issue or allotment of any Securities in any Group Company or any issue or grant of any Securities conferring on any person a right to acquire any Securities in any Group Company (except where such new issue or allotment falls within the exceptions in Clause 11.1;

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(q) the adoption, termination or material amendment of, or any increase or decrease in the number of options or shares which may be granted under any ESOP; and

(r) the terms and conditions of appointment of and the compensation and salaries payable to any senior management personnel of any Group Company including without limitation the Chief Executive Officer, Chief Financial Officer, Chief Operation Officer and Chief Technology Officer of any Group Company, and any variations to any of such terms, conditions, compensation or salaries.

4.2 The “Additional Series A Preference Shares” shall mean Series A Preference Shares acquired through the exercise of Warrants which have been held by the relevant member(s) of the BAPE Group, according to stipulations in this Agreement.

4.3 For proposals regarding the actions listed in Clause 4.1, Baring shall express its opinion by written forms or electronic means within 15 business days upon the receipt of the written proposal(s) of a Board meeting, otherwise the lack of response within the aforesaid period shall be deemed consent to such proposal(s).

5. CONFIDENTIALITY

5.1 The terms and conditions of this Agreement (including its existence) shall be confidential information and shall not be disclosed by any party hereto or any of their Associates to any person not being a party hereto except as permitted under this Clause 5.

5.2 Notwithstanding Clause 5.1, any party hereto may disclose the terms of this Agreement to its investors, employees, investment bankers, lenders, accountants, attorneys, business partners, directors, shareholders and senior management and bona fide prospective investors, in each case only where such persons or entities are under appropriate non-disclosure obligations. For the avoidance of doubt, other than disclosures to the foregoing permitted persons, none of the parties may disclose the investment amounts in relation to the Series A Preference Shares held by the Preference Shareholders and the warrants, the amount of valuation of the Company, the rights and privileges of the Preference Shareholders under this Agreement and the Subscription Agreement and the share capital structure of the Company to any person except with the prior written consent of the Preference Shareholders (such consent not to be unreasonably withheld).

5.3 In the event that any party becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to make disclosure not permitted under Clause 5.1 and 5.2, such party (the “Disclosing Party”) shall provide the other parties (the “Non-Disclosing Parties”) with prompt written

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notice of that fact so that the appropriate party may seek (with the co-operation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedies. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information to the extent reasonably requested by any Non-Disclosing Party.

5.4 Clauses 5.1, 5.2 and 5.3 shall cease to have effect and cease to be binding on the parties hereto after the expiry of two years from the date hereof.

6. MANAGEMENT

6.1 The parties hereto confirm that the business and affairs of the Company shall be managed by the Board in the best interests of the Company and its Subsidiaries taken as a whole. In furtherance of the foregoing, the parties hereto agree that, after the date hereof, neither they, nor any of their Associates will enter into any contract, agreement, arrangement or other transaction with the Company or any of its Subsidiaries unless the terms and provisions of such contract, agreement or other arrangement or the terms on which such transaction is conducted, as the case may be, are fair to the Company or such Subsidiary and are not less favourable than those obtainable in an arm’s length relationship.

6.2 Save as otherwise agreed between the parties, the Shareholders shall, and shall procure the directors nominated by them to, exercise their powers and control in relation to the Group Companies so as to ensure that each of the Group Companies shall:

(a) carry on and conduct businesses and affairs in a proper and efficient manner and for its own benefit;

(b) keep proper books of account and therein make true and complete entries of all its dealings and transactions of and in relation to its business; and

(c) conduct its business in accordance with all applicable legal requirements, including the obtaining of all necessary licences, consents and approvals.

6.3 The parties acknowledge that an audit committee, a compensation committee and an investment committee of the Company or the Subsidiary have been established by the Board on or before Completion. The parties agree that:

(a) each of the audit committee, the compensation committee and the investment committee consists of three (3) members, of which Baring shall have the right to nominate and appoint one (1) member on each of the audit committee and the compensation committee of the Board;

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(b) the audit committee of the Board shall be responsible for and in charge of the appointment of the auditors of the Company, the internal financial control and review, financial system improvement and maintenance and all corporate governance issues;

(c) the compensation committee of the Board shall be responsible for and in charge of the terms and conditions of appointment of and the compensation and salaries (including any ESOP) of the senior management personnel of the Company;

(d) the investment committee of the Board shall be responsible for and in charge of the decision-making for all major investments, and mergers and acquisitions; and

(e) each of the audit committee, the compensation committee and the investment committee shall meet at least once every quarter.

6.4 In the event of the occurrence of the Drag Along Event as provided in Clause 14, the compensation committee of the Board shall use its reasonable endeavours to negotiate with the Acquirer (as defined in Clause 14.1) to offer to the senior management personnel of the Company at that time, a reasonable remuneration package with terms consistent with industry standards. This Clause shall not be construed as a condition to the exercise of the Drag Along Right in Clause 14 and does not operate and should not be regarded as a guarantee that any reasonable remuneration package will be offered, if at all, to the senior management personnel of the Company.

7. DIVIDENDS

7.1 The Series A Preference Shareholders shall be entitled to receive out of any funds legally available therefor, when and if declared by the Board, dividends at the rate and in the amount as the Board considers appropriate.

7.2 No dividends or other distributions shall be declared, paid or distributed (whether in cash or otherwise) on any Ordinary Share or any other class of Shares unless and until a dividend in the like amount and kind has first been declared on the Series A Preference Shares on an as-if-converted basis and has been paid in full to the Series A Preference Shareholders.

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8. USE OF BARING NAMES OR LOGOS

Except with the prior written authorization of Baring, none of the Group Companies or BVI, nor any other shareholders of either Group Companies or BVI shall be entitled to use, publish or reproduce the name, trademark or logo of “Baring” or any similar name, trademark and/or logo in any of their marketing, advertising or promotion materials or otherwise for any marketing, advertising or promotional purposes. Chinese translation for Baring ( ) shall be deemed as Baring names or logos.

9. EMPLOYEE SHARES

9.1 The Board shall have power to grant share options to the Key Employees, directors, consultants and officers of any Group Company to acquire Ordinary Shares pursuant to bona fide employment-related ESOP approved by the Board; provided that the total number of Shares issued or issuable pursuant to the ESOP shall not in aggregate exceed 5% of the fully-diluted issued share capital of the Company from time to time.

10. INFORMATION RIGHTS

10.1 The Company shall, for so long as the Preference Shareholders holds not less than 20 percent of Series A Preference Shares of the Company as at the date hereof, deliver to the Preference Shareholders, the following documents and information of each Group Company:

(a) audited annual consolidated financial statements within 90 days after the end of each fiscal year, audited by an international “Big 4” accounting firm with operations in the PRC, of the Company’s choice;

(b) unaudited quarterly consolidated financial statements within 45 days of the end of each fiscal quarter;

(c) unaudited monthly consolidated financial statements within 30 days of the end of each month;

(d) copies of all quarterly, annual, extraordinary or other reports filed by the Company with the SEC or any other relevant securities exchange, regulatory authority or governmental agency and other documents and information sent to the Shareholders (in their capacity as a shareholder of the Company); and

(e) an annual budget within 30 days prior to the end of each fiscal year.

All the financial statements referred to in this Clause 10.1 shall be prepared in

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conformance with the IAS and shall include a balance sheet, profit and loss accounts and statement of cash flows and, only in respect of audited statements, all directors’ notes thereto (if any).

10.2 For so long as the Preference Shareholders holds not less than 20 percent of Series A Preference Shares of the Company as at the date hereof, the Preference Shareholders shall have the following rights during normal business hours: (i) inspection rights of the books and records (including without limitation financial records) of all Group Companies; (ii) inspection rights of the plant, equipment, stock in trade and facilities of any Group Companies and (iii) the right to discuss the business, operations and management and other matters of any Group Companies with their respective directors, officers, employees, accountants, legal counsel and investment bankers.

10.3 The information and inspection rights under Clauses 10.1 and 10.2 shall terminate upon the closing of a Qualified IPO of the Company.

10.4 The information stipulated in Clause 10.1 of this Agreement shall be confidential information and shall not be disclosed by the Preference Shareholders to any person not being a party hereto except as permitted under Clause 5 of this Agreement.

11. RIGHT OF FIRST OFFER

11.1 All Shareholders shall have a right of first offer to purchase and subscribe for an amount of any New Securities (as defined below) which the Company proposes to issue sufficient to maintain such Shareholder’s proportionate beneficial ownership interest in the Company (on an as-if-converted basis for Preference Shareholders). “New Securities” shall mean any Securities of the Company other than:

(a) conversion rights applicable to the Series A Preference Shares;

(b) Securities issued pursuant to a Qualified IPO;

(c) Securities issued in consideration of a bona fide acquisition by the Company of another corporation by merger or purchase of substantially all its assets;

(d) Securities issued to employees, officers or directors of any Group Company pursuant to ESOP provided that the issue of such Securities shall be subject to the restrictions set forth in Clause 9;

(e) Securities issued upon exercise of any outstanding options or warrants; and

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(f) Securities issued pursuant to the consent in writing of all Shareholders for the time being.

11.2 If the Company wishes to make any issue of New Securities, it shall prior to such issue give each Shareholder a written notice of the proposed issue. The notice shall set forth the terms and conditions of the proposed issue (including the number of New Securities to be offered and the price, if any, for which the Company proposes to offer such New Securities), and shall constitute an offer to issue the relevant portion of the New Securities to the Shareholders on such terms and conditions.

11.3 All Shareholders may accept such offer by delivering a written notice of acceptance (an “Acceptance Notice”) to the Company within 14 Business Days after receipt of the notice of the Company of the proposed issue. Any Shareholder exercising its right of first offer shall be entitled to participate in the purchase of New Securities on a pro rata basis to the extent necessary to maintain its proportionate beneficial ownership interest in the Company (its “Pro Rata Portion”) (and for purposes of determining any Preference Shareholder’s Pro Rata Portion, any Shareholder or other security holder shall be treated as owning that number of Shares into which any outstanding convertible shares may be converted. If any shareholder fails to purchase or does not accept its Pro Rata Portion, the other Shareholder(s) shall have the right to purchase up to the balance of the New Securities not so purchased. This right of over-subscription may be exercised by each Shareholder by notifying the Company of its desire to purchase more than its Pro Rata Portion.

11.4 The Company shall, in writing, inform promptly each Shareholder which elects to purchase more than its Pro Rata Portion of the New Securities of any other Shareholder’s failure to do so.

11.5 If a Shareholder who elects to exercise its right of first offer does not complete the subscription of such New Securities within five (5) Business Days after delivery of its Acceptance Notice to the Company, the Company may complete the issue of New Securities on the terms and conditions specified in the Company’s notice within seven (7) Business Days following the expiration of such five (5) Business Day period.

11.6 If the Company does not complete the issue of the New Securities within such seven (7) Business Days’ period, the right of first offer provided in this Clause 11 in respect of such New Securities shall be deemed to be revived and the New Securities shall not be offered to any person unless first re-offered to all of the Shareholder(s) in accordance with this Clause 11.

11.7 The rights of each Shareholder under this Clause 11 shall terminate upon:

(a) that point of time when such Shareholder no longer owns any Share; or

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(b) the consummation of a Qualified IPO.

12. RIGHT OF FIRST REFUSAL

12.1 Before any Shares may be sold or otherwise transferred or Disposed of by any Ordinary Shareholder or any Series A Preference Shareholder (“Selling Shareholder”) to any proposed purchaser or other transferee (“Proposed Transferee”), all the other Ordinary Shareholders and Series A Preference Shareholders (“Remaining Shareholders”) shall have a right of first refusal (“Right of First Refusal”) to purchase such shares (“Offered Securities”) in accordance with the terms of this Clause 12.

12.2 Before the transfer of any Offered Securities, the Selling Shareholder shall deliver to the Company and the Remaining Shareholders a written notice (“Transfer Notice”) stating:

(a) the Selling Shareholder’s intention to sell or otherwise transfer or Dispose of such Offered Securities;

(b) the number of Offered Securities to be transferred to each Proposed Transferee; and

The Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell the Offered Securities at the price for which the Selling Shareholder proposes to transfer the Offered Securities (“Offered Price”) to the Remaining Shareholders.

12.3   (a)     Each Remaining Shareholder shall have the right, upon notice to the Selling Shareholder at any time within ten (10) Business Days after receipt of the Transfer Notice (“Purchase Right Period”), to purchase its Pro Rata Share (as defined below) of all or any of such Offered Securities at the Offered Price and upon the same terms (or terms as similar as reasonably practicable) upon which the Selling Shareholder is proposing or is to Dispose of such Offered Securities, and the Selling Shareholder shall, upon receipt of the notice of purchase from a Remaining Shareholder, sell such Offered Securities to such Remaining Shareholder pursuant to such terms. In respect of a Remaining Shareholder, its “Pro Rata Share” for the purposes of this Clause shall mean the ratio of (i) the number of Securities (on an as-if-converted basis) held by such Remaining Shareholder bears to (ii) the total number of Securities (on an as-if-converted basis) held by all the Remaining Shareholders.

(b) The Selling Shareholder shall grant to the Remaining Shareholders the right of over-subscription such that if any Remaining Shareholder fails to purchase its Pro Rata Share, the other Remaining Shareholders shall have

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the right (on a pro rata basis or such other basis as may be agreed among the Remaining Shareholders) to purchase up to the balance of the Offered Securities not so purchased. Such right of over-subscription may be exercised by any Remaining Shareholder by notifying the Selling Shareholder of its desire to purchase more than its Pro Rata Share.

(c) Upon expiration of the Purchase Right Period, the Selling Shareholder will provide notice to each remaining Shareholders as to whether the Right of First Refusal has been exercised by any of the Remaining Shareholders and whether any of them intends to exercise the right of over subscription (“Expiration Notice”).

12.4 If and to the extent any of the Offered Securities proposed in the Transfer Notice to be transferred are not purchased by the Remaining Shareholders, then after the issue of the Expiration Notice and subject to the co-sale rights set forth in Clause 13, the Selling Shareholder may sell or otherwise transfer or Dispose of such Offered Securities which have not been purchased to the Proposed Transferee(s) at the Offered Price or at a higher price.

12.5 The rights of a Shareholder under this Clause 12 shall terminate upon:

(a) that point in time when such Shareholder no longer owns any Share in the Company; or

(b) the consummation of a Qualified IPO.

13. CO-SALE RIGHTS

13.1 In the event that the Selling Shareholder is BVI, each Preference Shareholder shall have the right to participate in any sale or Disposal to the Proposed Transferee upon the same terms and conditions as set forth by the Selling Shareholder in the Transfer Notice in accordance with the terms and conditions set forth in this Clause 13 and provided that such Preference Shareholder converts all Securities, the subject of such sale, to Ordinary Shares prior to the completion of a sale pursuant to this Clause 13. Each Preference Shareholder shall exercise its right by delivering to the Selling Shareholder, within five (5) Business Days after receipt of the Expiration Notice, written notice of its intention to participate, specifying the number of Ordinary Shares such Preference Shareholder desires to sell to the Proposed Transferee. At the closing of the transaction, such Preference Shareholder shall deliver one or more certificates representing the number of Ordinary Shares which it elects to sell hereunder together with instrument of transfer and other documents necessary for transfer of such Ordinary Shares to the Proposed Transferee, and the Selling Shareholder shall procure that the Proposed Transferee shall pay to such Preference Shareholder a pro rata amount of the purchase price received from the

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Proposed Transferee. To facilitate the sale and delivery of share certificate of such Ordinary Shares of the selling shareholder, the Company undertakes to the Preference Shareholders that it shall effect and register the conversion of Series A Preference Shares into Ordinary Shares, and provide relevant share certificates therefor to the selling shareholder as soon as practicable upon any request for conversion.

13.2 Each Preference Shareholder shall have the right to co-sell up to such number of Shares equal to the product of (1) the number of Offered Securities multiplied by (2) a fraction, the numerator of which is the number of Ordinary Shares issuable upon conversion of all Securities (excluding any outstanding warrants) owned by such Preference Shareholder, and the denominator of which is (i) the number of the numerator plus (ii) the number of Securities (on an as-if-converted basis with the exclusion of any outstanding warrants) held by the Selling Shareholder and all other Preference Shareholders (if any). In the event that the Proposed Transferee desires to purchase a number of Shares different from the amount of the Offered Securities, the amount that the Proposed Transferee desires to purchase shall be substituted for Offered Securities in the above equation for the purpose of determining each Preference Shareholder’s participation rights.

13.3 If the Proposed Transferee refuses to purchase Shares from any Preference Shareholder exercising its rights of co-sale under this Clause 13, the Selling Shareholder shall not sell to the Proposed Transferee any Shares unless and until, simultaneously with such sale or transfer, such Selling Shareholder shall purchase such Shares from such Preference Shareholder on the same terms and conditions specified in the Transfer Notice.

13.4 The exercise or non-exercise of the right to participate under this Clause 13 with respect to a particular sale or Disposal by any Selling Shareholder shall not adversely affect any Preference Shareholder’s right to participate in subsequent sales or Disposals by any Selling Shareholder pursuant to this Clause 13.

13.5 Any sale, assignment or other transfer or Disposal of Offered Securities by any Selling Shareholder contrary to the provisions of this Agreement shall be null and void, and the transferee shall not be recognized by the Company as the holder or owner of the Offered Securities sold, assigned, or transferred for any purpose (including, without limitation, voting or dividend rights), unless and until such Selling Shareholder has satisfied the requirements of this Agreement with respect to such sale or Disposal.

13.6 The Right of First Refusal set forth in Clause 12 and the co-sale rights set forth in Clauses 13.1 to 13.5 shall not apply to:

(a) any transfer of Shares to a wholly-owned subsidiary of the Selling Shareholder or a wholly-owned subsidiary of the holding company of the Selling Shareholder or to any member(s) of BAPE Group (if the Selling Shareholder is the Preference Shareholder or another member of BAPE Group) (“Permitted Transferee”),

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provided that in each case the Selling Shareholder shall remain to be bound by this Agreement and the Permitted Transferee shall agree to be bound by this Agreement and that the Selling Shareholder shall procure that the Permitted Transferee shall not transfer its Shares except to the Selling Shareholder or other Permitted Transferee(s) of the Selling Shareholder.

13.7 The rights of a Preference Shareholder under Clauses 13.1 to 13.6 shall terminate upon:

(a) that point of time when such Preference Shareholder no longer owns any Share of the Company; or

(b) the consummation of a Qualified IPO.

13.8 Each certificate representing the Shares shall bear legends in the following form (in addition to any legend required under any other applicable securities laws):

The securities represented by this certificate are subject to certain restrictions on transfer as set forth in a Shareholders’ Agreement dated as of [            ], 2004, a copy of which is on file at the principal office of the Company and will be furnished upon request to the holder of record of the shares represented by this certificate.

13.9 The parties hereto agree that any purchaser of Shares (unless already a party to this Agreement) from a Selling Shareholder shall be required to sign a deed confirming its agreement to be bound by this Agreement as a condition of his becoming a Shareholder.

13.10 The above provisions of this Clause 13 shall be mutatis mutandis applicable to BVI in the event that the Selling Shareholder is any of Preference Shareholders.

14. DRAG-ALONG RIGHT

14.1 In the event that any person or entity (“Acquirer”) offers to acquire the entire issued share capital of the Company at a consideration of not less than US$200,000,000.00 (“Drag Along Event”), the Preference Shareholders shall have the right to give notice (“Drag Along Notice”) to all other Shareholders to require all other Shareholders to sell and transfer all (but not part) of their Shares and other Securities to the Acquirer and (if applicable) the benefit of all loans owing by any Group Company to the Shareholders, subject to and upon such terms and conditions as the Preference Shareholders may require (including, for example, title warranties from each Shareholder and representations, warranties and indemnities from the Shareholders and regarding the Group Companies).

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14.2 After receipt of the Drag Along Notice by the other Shareholders, BVI Existing Shareholders shall procure BVI and all other Shareholders (other than the Preference Shareholders) to sell and transfer, to the Acquirer all their Shares and other Securities (including without limitation Shares and options under ESOP) and (if applicable) the benefit of all loans owing by any Group Company to the Shareholders, and shall sign and execute, and procure BVI and all other Shareholders (other than the Preference Shareholders) and the Company to sign and execute, such documents, deeds and instruments as required by the Preference Shareholders and shall take such steps, and procure BVI and all other Shareholders (other than the Preference Shareholders) and the Company to take such steps, as required by the Preference Shareholders for the purposes of or in connection with such sale. BVI and BVI Existing Shareholders hereof undertake jointly and severally that once they are aware of any prospects of an Acquirer making an offer, they shall not take any step or action which may result in such offer being frustrated or materially revised.

14.3 Upon receipt of the written request that sets out the details including but not limited to the identity of the Acquirer, the price and payment terms of the Drag Along Event of the Preference Shareholder, BVI and each of BVI Existing Shareholders shall execute, and shall procure all Shareholders (other than the Preference Shareholders) to execute, in favour of the Preference Shareholders a power of attorney in an agreed form authorising the Preference Shareholders to sign all documents and take all steps for and on behalf of them in connection with the sale under this Clause 14, provided that such acquisition is conducted by an Acquirer independent from BAPE Group at a fair market price of not less than any other offered consideration for the time being.

15. REDEMPTION

15.1 Any holder of Preference Shares shall have the right at any time and from time to time commencing from the fifth anniversary date of the Completion Date (as defined in the Subscription Agreement) if there is no Qualified IPO or Liquidation Event, to require and demand the Company to redeem all (but not part) of its Preference Shares, and the Company shall redeem all of the holder’s Preference Shares within thirty (30) days from the date of the redemption notice given to the Company, provided that the Company has met the basic standard for a Qualified IPO but the Board or holders of Ordinary Shares refuse to take necessary steps or actions to procure the Qualified IPO.

15.2 The initial redemption money (“Redemption Price”) payable on each Series A Preference Share is, subject to adjustment for combinations, consolidations, subdivisions, or stock splits or the like with respect to such shares, the total of:-

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(a) the amount of any dividend relating to each Preference Share which has been declared by the Company but unpaid, to be calculated up to and including the redemption date (as defined below); and

(b) in the event the Preference Shareholders is the holder of redeemed shares, the amount of Original Contributions, i.e., US$16,000,000.00;

15.3 Redemption of the Preference Shares is effected by the holder thereof giving the Company not less than 30 days’ notice (“redemption notice”) at any time after the expiry of the said fifth-year period. The redemption notice shall specify the number of Preference Shares to be redeemed, the date of the redemption (“redemption date”) and the place at which the certificates for the Preference Shares are to be presented for redemption.

15.4 On the redemption date the holder of the Preference Shares who has served the redemption notice is bound to deliver to the Company at the place stated in the redemption notice the certificate (or certificates) for those shares (or, in the case of lost certificates, an indemnity in a form reasonably satisfactory to the Directors). On receipt, the Company shall pay to the holder (or, in the case of joint holders, to the holder whose name stands first in the register in respect of the Preference Shares) the redemption money due to it.

16. LIQUIDATION

16.1 If a Liquidation Event occurs, then subject to Clause 16.2, all the assets and funds of the Company available for distribution to members shall be distributed pro rata among all the holders of Preference Shares (on an as if converted basis) and Ordinary Shares.

16.2 Nevertheless of the provisions in Clause 16.1, If the Liquidation Event is a Sale Event, then instead of receiving the distributions in accordance with Clause 16.1 above, Preference Shareholder shall be entitled, in its absolute discretion and election, to receive either:

(a) a portion of the proceeds of such Sale Event, in the form of cash, shares or other assets payable under such Sale Event, in proportion to the shareholding of such holder of Preference Shares in the Company (on an as-if-converted basis); or

(b) If within 3 years after the Completion, the selling price of the Company is less than US$100,000,000.00 in a Sale Event, (i) a cash amount of the amount of 1.5 times of the Original Contribution to the Company that the shares represent, plus all declared but unpaid dividends and distributions on such Preference Shares, and (ii) after the amount as set forth in Clause 16.2(b)(i) has been fully

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paid to the Preference Shareholders, any remaining assets and funds of the Company available for distribution shall be distributed pro rata among all the Shareholders,

and the parties hereto (other than the Preference Shareholders) shall procure that the proceeds of such Sale Event shall be applied and paid in such manner as required by the holders of Preference Shares to give effect to this Clause 16.2 and shall take and procure the taking of all necessary actions to give effect to this Clause 16.2 including without limitation the Board and/or the Company’s shareholders passing any necessary resolutions for the distribution of such proceeds to the holders of Preference Shares and the giving of payment direction to the payer of such proceeds to pay the relevant amount of the proceeds directly to the holders of Preference Shares.

17. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

17.1 Each of Warrantors hereby jointly and severally represents, warrants and undertakes to the Preference Shareholder(s) who hold(s) not less than 50 percent of the Series A Preference Shares that:

(a) as at the date hereof, BVI Existing Shareholders are beneficiary owners of BVI’s entire issued share capital;

(b) BVI Existing Shareholders shall obtain a prior written consent from such Preference Shareholders if any of them by any means intends to sell or dispose any number of his/her shares in BVI unless the BVI Existing Shareholders transfer the Shares in BVI to his/her Associate.

(c) Warrantors shall obtain a prior written consent from such Preference Shareholders if there is any change in BVI’s shares or beneficial shareholders or Control or in its directorship or its management.

(d) each of them shall indemnify such Preference Shareholders from and against all losses, liabilities, claims, costs and expenses (including without limitation legal costs) which may be suffered or incurred by the Preference Shareholders directly or indirectly as a result of, arising from or in connection with any delay, default or failure on the part of any of the Existing Shareholders, to duly and punctually perform any of their respective obligations under this Agreement;

17.2 Each of Warrantors hereby jointly and severally undertake to the Preference Shareholders that each of them shall guarantee, cause and procure the due and punctual performance by BVI, of its obligations under this Agreement.

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17.3 In the event that any of the BVI Existing Shareholders intends to sell, transfer or otherwise dispose his shares in BVI, the Preference Shareholders shall have the right of first offer, the right of first refusal and the co-sale rights, to sell, transfer or dispose its shares in the Company subject to similar mechanism and procedures as set forth in Clause 11, 12, and 13 hereof. However, if any of the BVI Existing Shareholders intends to assign, or transfer his/her shares in the BVI to his Associate, the first right of refusal and the co-sale right as provided in Clause 12 and 13 shall not apply.

18. CONVERSION

18.1 The holders of Preference Shares shall have conversion rights as follows:

(a) Right to Convert. Each Series A Preference Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Company or any transfer agent for such Preference Shares, into one fully-paid and non-assessable Ordinary Share. The issue price at which an Ordinary Share shall be deliverable upon conversion of a Series A Preference Share (the “Series A Conversion Price”) shall initially be US$4.9065 PROVIDED THAT, for the avoidance of doubt, such issue price shall be deemed to have been paid up and no payment is required from the holder of Preference Shares in effecting conversion. The initial Series A Conversion Price shall be subject to adjustment as provided in accordance with this Clause 18.

(b) Automatic Conversion. Each Preference Share shall automatically be converted into Ordinary Share at the then effective applicable Series A Conversion Price upon the closing of a fully underwritten Qualified IPO (such event being referred to herein as an “Automatic Conversion”).

On and after the date of an Automatic Conversion, notwithstanding that any certificates for the Preference Shares shall not have been surrendered for conversion, the Preference Shares evidenced thereby shall be deemed to be no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the rights of the holder (i) to receive the Ordinary Shares to which such holder shall be entitled upon conversion thereof, (ii) to receive the amount of cash payable in respect of any fractional share of Ordinary Shares to which it shall be entitled and (iii) with respect to dividends declared but unpaid on Preference Shares prior to such conversion date.

18.2 Mechanics of Conversion. No fractional Ordinary Shares shall be issued upon conversion of the Preference Shares. All Ordinary Shares (including any fractions thereof) issuable upon conversion of Preference Shares by a holder thereof shall be aggregated for purposes of determining whether the issuance would result in the issuance of any fractional share. In lieu of any fractional shares to which the holder

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thereof would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective Series A Conversion Price, unless the payment would amount to less than US$50.00 in aggregate payable to any single converting holder of Preference Shares in which case such amount will not be distributed but shall be retained for the benefit of the Company.

Before any holder of the Preference Shares shall be entitled to convert the same into Ordinary Shares and to receive certificates therefor, such holder shall give not less than two (2) Business Days prior written notice to the Company at such office that it elects to convert the same and surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the Preference Shares on the expiry of such fourteen (14) day period; provided, however, that in the event of an Automatic Conversion pursuant to Clause 18.1(a), the outstanding Preference Shares shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent, and provided further that the Company shall not be obligated to issue certificates evidencing the shares of Ordinary Shares issuable upon such Automatic Conversion unless the certificates evidencing such Preference Shares are either delivered to the Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen, or destroyed.

The Company shall, as soon as practicable after such delivery, or such notification in the case of a lost certificate (subject to of an indemnity by the holder in a form reasonably satisfactory to the Directors), issue and deliver at such office to such holder of the Preference Shares, a certificate or certificates for the number of Ordinary Shares to which such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Preference Shares to be converted, or in the case of Automatic Conversion, on the date of, and immediately prior to, the closing of the Qualified IPO, and the person or persons entitled to receive Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares at such time. For the avoidance of doubt, no conversion shall prejudice the right of a holder of Preference Shares to receive dividends and other distributions declared but not paid as at the date of conversion on the Preference Shares being converted.

18.3 Adjustments to Conversion Price.

(a) Adjustments for Dividends, Splits, Subdivisions, Combinations, or Consolidation of Ordinary Shares. In the event the number of Ordinary Shares shall be increased by a stock dividend payable in Ordinary Shares, stock split, subdivision, or other similar transaction, the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such event, be decreased in

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proportion to the percentage increase in the outstanding number of Ordinary Shares. In the event the number of Ordinary Shares shall be decreased by a reverse stock split, combination, consolidation, or other similar transaction, the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such event, be increased in proportion to the percentage decrease in the outstanding number of Ordinary Shares.

Except to the limited extent provided for in the case of a reverse stock split, combination, consolidation or other similar transaction or the readjustment set out in the last paragraph of Clause 18.3(a), no adjustment of the Series A Conversion Price pursuant to Clause 18.3 shall have the effect of increasing the Series A Conversion Price above the Series A Conversion Price in effect immediately prior to such adjustment.

(b) Adjustments for Other Distributions. In the event the Company at any time or from time to time makes, or fixes a record date for the determination of holders of Ordinary Shares entitled to receive, any distribution payable in securities of the Company other than Ordinary Shares and other than as otherwise adjusted in this Clause 18, then and in each such event provision shall be made so that the holders of Preference Shares shall receive upon conversion thereof, in addition to the number of Ordinary Shares receivable thereupon, the amount of securities of the Company which they would have received had their Preference Shares been converted into Ordinary Shares immediately prior to such record date or on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Clause 18 with respect to the rights of the holders of Preference Shares. If the Company shall declare a distribution payable in securities of other persons, evidence of indebtedness of the Company or other persons, assets (excluding cash dividends) or options or rights not referred to in this Clause 18.3(b), the holders of Preference Shares shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of Ordinary Shares of the Company into which their Preference Shares are convertible as of the record date fixed for determination of the holders of Ordinary Shares of the Company entitled to receive such distribution.

(c) Adjustments for Reclassification, Exchange and Substitution. If the Ordinary Shares issuable upon conversion of the Preference Shares shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted such that the Preference Shares shall be convertible into, in lieu of the number of

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Ordinary Shares which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of such other class or classes of stock into which the Ordinary Shares that would have been subject to receipt by the holders of Preference Shares upon conversion of such Preference Shares immediately before that change would have been changed into.

(d) Adjustments on Issuance of Additional Stock. If the Company shall issue any “Additional Stock” (as defined below) for a consideration per share (“New Purchase Price”) less than the Series A Conversion Price in effect on the date and immediately prior to such issue, then and in each such event unless as otherwise agreed by the Preference Shareholders, the Preference Shareholders shall be entitled to receive additional “free” Series A Preference Shares in accordance with the following formula to ensure the number of shares held by the Preference Shareholders equals to the number of shares that the Original Contribution, as stipulated in the Subscription Agreement, would have purchased at such New Purchase Price.

(Additional Preference Shares) = [($Volume 0) / (New Purchase Price)] – (Shares 0)

Where:

$Volume 0 = aggregate investment paid by the Preference Shareholders

Shares 0 = number of shares held by the Preference Shareholders upon the issuance of Additional Stocks.

the Preference Shareholders shall be entitled to receive the Additional Preference Shares without any further contribution to the Company in this situation.

For purposes of this Clause 18.3(d), “Additional Stock” shall mean all Ordinary Shares issued by the Company and/or issuable under any rights, options or warrants to subscribe for, purchase or otherwise acquire Ordinary Shares or any securities convertible or exchangeable into Ordinary Shares, after the date on which the Series A Preference Shares were first issued (“Series A Original Issue Date”) other than Ordinary Shares issued or issuable at any time (I) upon conversion of Preference Shares; (II) upon exercise of warrants, rights or options outstanding as at the Series A Original Issue Date (including any Ordinary Shares into which outstanding Preference Shares are convertible); (III) to officers, directors, and employees of, and consultants to, the Company pursuant to the Company’s equity incentive plan; (IV) as a dividend or distribution with respect to the Preference Shares; or (V) pursuant

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to equipment financing or leasing arrangements or bank financing transactions or in connection with business combinations or corporate partnering agreements or other similar arrangements approved by the Directors.

For the purpose of making any adjustment to the Series A Conversion Price as provided above, the consideration received by the Company for any issue or sale of Ordinary Shares shall be computed:

(A) to the extent it consists of cash, as the amount of cash received by the Company before deduction of any offering expenses payable by the Company and any underwriting or similar commissions, compensation, or concessions paid or allowed by the Company in connection with such issue or sale;

(B) to the extent it consists of property other than cash, at the fair market value of that property as reasonably determined in good faith by the Directors; and

(C) if Ordinary Shares are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, as the portion of the consideration so received that may be reasonably determined in good faith by the Directors to be allocable to such Ordinary Shares.

If the Company (1) grants any rights or options to subscribe for, purchase, or otherwise acquire Ordinary Shares, or (2) issues or sells any security convertible or exchangeable into Ordinary Shares, then, in each case, the price per Ordinary Share issuable on the exercise of the rights or options or the conversion of the securities will be determined by dividing the total amount, if any, received or receivable by the Company as consideration for the granting of the rights or options or the issue or sale of the convertible securities, plus the minimum aggregate amount of additional consideration payable to the Company on exercise or conversion of the securities, by the maximum number of Ordinary Shares issuable on the exercise of conversion. Such granting or issue or sale will be considered to be an issue or sale for cash of the maximum number of Ordinary Shares issuable on exercise or conversion at the price per share determined under this Clause 18.3(d), and the Series A Conversion Price, will be adjusted as above provided to reflect (on the basis of that determination) the issue or sale. No further adjustment of such Series A Conversion Price will be made as a result of the actual issuance of Ordinary Shares on the exercise of any such rights or options or the conversion of any such convertible securities.

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Upon the redemption or repurchase of any such securities or the expiration or termination of the right to convert into, exchange for, or exercise with respect to, Ordinary Shares, the Series A Conversion Price will be readjusted to such price as would have been obtained had the adjustment made upon their issuance been made upon the basis of the issuance of only the number of such securities as were actually converted into, exchanged for, or exercised with respect to, Ordinary Shares. If the purchase price or conversion or exchange rate provided for in any such security changes at any time, then, upon such change becoming effective, the Series A Conversion Price then in effect will be readjusted forthwith to such price as would have been obtained had the adjustment made upon the issuance of such securities been made upon the basis of (1) the issuance of only the number of Ordinary Shares actually delivered upon the conversion, exchange or exercise of such securities, and the total consideration received therefor, and (2) the granting or issuance, at the time of such change, of any such securities then still outstanding for the consideration, if any, received by the Company therefor and to be received on the basis of such changed price or rate.

(e) Other Adjustment Events. If the holders of at least a majority of the then outstanding Preference Shares reasonably determine that an adjustment should be made to the Series A Conversion Price as a result of one or more events or circumstances not referred to in this Clause 18.3, the Company shall request such firm of internationally recognized independent accountants jointly selected by the Company and such holders, acting as experts, to determine as soon as practicable what adjustment (if any) to the Series A Conversion Price is fair and reasonable to take account thereof and the date on which such adjustment should take effect, and upon such determination such adjustment (if any) shall be made and shall take effect in accordance with such determination. The costs, fees and expenses of the accountants selected shall be borne by the Company.

(f) Extension of General Offer. So long as any Preference Shares are outstanding and the Company becomes aware that an offer is made or an invitation is extended to all holders of Ordinary Shares generally to acquire all or some of the Ordinary Shares or any scheme or arrangement is proposed for that acquisition, the Company shall forthwith give notice to all holders of Preference Shares and the Company shall use its best endeavours to ensure that there is made or extended at the same time a similar offer or invitation, or that the scheme or arrangement is extended, to each holder of Preference Shares, as if its conversion rights had been fully exercised on a date which is immediately before the record date for the offer or invitation or the scheme or arrangement at the Series A Conversion Price applicable at that time.

(g) Notices Regarding Winding-up. If, at any time when any Preference Shares are outstanding, a notice is given announcing the convening of a meeting of the

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members of the Company for the purpose of passing a resolution for the winding up of the Company, the Company forthwith shall give notice to all holders of Preference Shares. Each such holder shall be entitled at any time within two (2) weeks after the date on which such notice is given (but not thereafter) to elect by notice in writing delivered to the Company to be treated as if it had, immediately before the date of the passing of such resolution, exercised its conversion rights in respect of all Preference Shares of which it is the holder and it shall be entitled to receive an amount equal to the amount which it would have received had it been the holder of Ordinary Shares to which it would have become entitled by virtue of such exercise.

(h) No Adjustment. No adjustment of the Series A Conversion Price shall be made in an amount less than US$0.01 per Preference Share.

18.4 No Impairment. The Company will not, by amendment of its Memorandum or Articles of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of this Clause 18 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Preference Shares against impairment.

18.5 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A Conversion Price pursuant to this Clause 18, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof, and furnish to each holder of Preference Shares subject to such adjustment or readjustment, a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request of any holder of Preference Shares, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the applicable conversion price then in effect, and (iii) the number of Ordinary Shares and the amount, if any, of other property which at the time would be received upon the conversion of such series of Preference Shares.

18.6 Notices of Record Date. In the event that the Company shall propose at any time:

(a) to declare any dividend or distribution upon its Ordinary Shares or other class or series of shares, whether in cash, property, stock, or other securities, and whether or not a regular cash dividend;

(b) to offer for subscription pro rata to the holders of any additional shares of any class or series or other rights;

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(c) to effect any reclassification or recapitalization of its Ordinary Shares outstanding involving a change in the Ordinary Shares; or

(d) to merge or consolidate with or into any other corporation, or sell, lease, or convey all or substantially all its property, assets or business, or a majority of the capital stock of the Company, or to liquidate, dissolve, or wind up;

then, in connection with each such event, the Company shall send to the holders of Preference Shares:

(A) at least 30 days’ prior written notice of the date on which a record shall be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of Ordinary Shares shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in subparagraphs (c) and (d) of this Clause 18.6; and

(B) in the case of the matters referred to in subparagraphs (c) and (d) of this Clause 18.6, at least 30 days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of Ordinary Shares shall be entitled to exchange their Ordinary Shares for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier).

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of Preference Shares at the address for each such holder as shown on the books of the Company.

18.7 Issue Taxes. The Company shall pay any and all issue and other taxes (other than income taxes) that may be payable in respect of any issue or delivery of Ordinary Shares on conversion of Preference Shares pursuant hereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion.

18.8 Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose of effecting the conversion of Preference Shares, such number of Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Preference Shares, and if at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then

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outstanding Preference Shares, the Company will take such corporate action as may be necessary to increase its authorized but unissued Ordinary Shares to such number as shall be sufficient for such purpose, including, without limitation, engaging in best efforts to obtain the requisite Shareholders’ approval of any necessary amendment to its Memorandum or Articles of Association.

19. INITIAL PUBLIC OFFERING

19.1 It is the intention of the parties to seek a registered public offering (“IPO”) of Securities of the Company (or as the case may be, Securities of the relevant entity resulting from any merger, reorganisation or other arrangements made by the Company for the purposes of public offering) (“IPO Shares”) in the United States of America, London, Hong Kong, Singapore or a reputable stock exchange in any other jurisdiction as determined by the Company provided that any such IPO shall be a Qualified IPO.

19.2 Preference Shareholders shall be entitled to the registration rights set out in Schedule 4. Such registration rights shall terminate upon (a) the third anniversary of the closing of a Qualified IPO, (b) the expiry of five (5) years from the date of completion of the Subscription Agreement, whichever is the later or (c) such earlier time at which all Registrable Securities (as defined in Schedule 4) held by such Preference Shareholder (and any affiliate of the Preference Shareholder with whom such Preference Shareholder must aggregate its sales under Rule 144 of the Securities Act) proposed to be sold may be sold under Rule 144 of the Securities Act in any three (3)-month period without registration in compliance with Rule 144 of the Securities Act.

19.3 In the event that the Company (or as the case may be, the relevant entity resulting from any merger, reorganisation or other arrangements made by the Company for the purposes of public offering) intends to effect an IPO outside of the United States of America, the parties hereto agree that the Preference Shareholder shall, to the extent permitted by the relevant laws, regulations and rules of the relevant stock exchange, have the same registration rights or rights as similar to such registration rights as permissible under the relevant laws, regulations and rules.

19.4 In addition to the rights set out in Clauses 19.2 and 19.3 above, each of the Preference Shareholders shall be entitled to sell up to such number of Shares which is equal to the number of Shares offered by the other Shareholders as vendor shares in an IPO.

20. RESTRICTIVE COVENANTS

20.1 BVI and BVI Existing Shareholders hereof acknowledge that the Preference Shareholders agrees to invest in the Company and become a Preference Shareholder

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on the basis of continued and exclusive services of and diligent devotion and commitment by BVI Existing Shareholders and BVI to the Group Companies, and agree that the Preference Shareholders should have reasonable assurance of such basis of investment. Each of BVI Existing Shareholders and BVI hereof jointly and severally undertakes to the Preference Shareholders who hold(s) not less than 50 percent of the Series A Preference Shares that neither he nor any of his Associates will directly or indirectly:

(a) Up to the last day of the 12^th month after the Qualified IPO, ( “Restriction Period”), participate, assist, be concerned with, engaged or interested in, any business or entity in any manner, directly or indirectly, which is in competition with the business carried on by any Group Company at any time during the Restriction Period;

(b) during the Restriction Period, solicit in any manner any person who is or has been during the Restriction Period a customer or client of any Group Company for the purpose of offering to such person any goods or services similar to or competing with any of the businesses conducted by any Group Company at any time during the Restriction Period;

(c) during the Restriction Period, solicit or entice away, or endeavour to solicit or entice away, any employee or officer of any Group Company;

(d) at any time disclose to any person, or use for any purpose, any information concerning the business, accounts, finance, transactions or Intellectual Property rights of any Group Company or any trade secrets or confidential information of or relating to any of the Group Companies;

(e) during the Restriction Period, none of BVI Existing Shareholders or BVI may hold 5% or more shares in another business or entity (regardless of whether such business or entity is in competition, directly or indirectly, with the business carried on by any Group Company), unless a prior written consent is obtained from the Preference Shareholders; except for the business or entity where the BVI Existing Shareholders or BVI or their Associate does not act as an senior management officer, a director, or otherwise actively participate in the management, and in such case they may hold up to 20% of the Shares or equity interests in such business or entity, except for the investment and directorship in the Nan Shan as being disclosed to Baring as at the date hereof.

20.2 Each undertaking in paragraphs (a), (b), (c) (d) and (e) of this Clause 20.1 shall be treated as independent of the other undertakings so that, if any of them is held to be invalid or unenforceable for any reason, the remaining undertakings shall be valid to the extent that they are not affected.

20.3 Each of BVI Existing Shareholders and BVI hereby expressly acknowledges and

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declares that it has duly considered the undertakings set out in Clause 20.1 and considers that they are reasonable in the circumstances, and warrants and undertakes to the Preference Shareholders that it shall not challenge or query the validity and enforceability of these undertakings.

20.4 Without prejudice to any rights or remedies of the Preference Shareholders under law, if any of BVI Existing Shareholders or BVI (“Defaulter”) is in breach of Clause 20.1(c), and more than 10 employees and/or officers of any Group Company are solicited or enticed away, such Defaulter shall be individually liable to pay to the Preference Shareholders on demand liquidated damages in the sum of US$ 5 million. The parties agree that this sum is paid as liquidated damages and not as penalty, and agree that this sum is a genuine pre-estimate in good faith of the loss suffered by the Preference Shareholders in such circumstances.

20.5 During the period that Baring holds any Preference Shares of the Company, or before a Qualified IPO, whichever is earlier, Baring should not directly or indirectly make any investment into the following companies, except that Baring’s investee enterprises make further investment into such companies.

(a) Organizer ( )

(b) Besta ( )

(c) Instant dict ( )

(d) Meigin ( )

(e) Cooltec ( )

(f) Hi-tech wealth ( )

(g) Lenovo ( )

(h) BBK ( )

(i) Ohayo ( )

(j)

(k)

(l)

(m)

(n)

(o) Readboy ( )

(p) Dbolo ( )

(q) V.me ( )

(r) Timetop ( )

(s) Worthy ( )

(t)

(u)

(v) Vtech ( )

(w)

(x)

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21. TERMINATION

21.1 This Agreement shall continue in full force and effect until the earlier of the following:

(a) the Company has been dissolved, wound up or otherwise ceases to exist as a separate corporate entity; or

(b) the consummation of a Qualified IPO (including for this purpose an IPO by way of a reverse takeover).

21.2 Notwithstanding the provision of Clause 21.1, the registration rights under Schedule 4 shall be terminated in accordance with Schedule 4 or Clause 19.2, whichever is the later.

21.3 Termination of this Agreement shall not release any party from any liability which at the time of termination has already accrued to the other parties or any liability arising or maturing after such termination as a result of any breach, omission committed or omitted prior to such termination.

22. SEVERABILITY

If at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any way be affected or impaired, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

23. ENTIRE AGREEMENT

Except as otherwise specified in this Agreement, this Agreement constitutes the entire agreement and understanding between the parties in connection with the subject matter of this Agreement and supersedes all previous term sheets, proposals, representations, warranties, agreements or undertakings relating thereto whether oral, written or otherwise and no party hereto has relied or is entitled to rely on any such term sheets, proposals, representations, warranties, agreements or undertakings.

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24. NATURE OF THIS AGREEMENT

In the event of any conflict between the provisions of the Agreement and the terms of the memorandum or articles of association of the Company, the provisions of this Agreement shall prevail and, if any of the parties hereto shall so require, the memorandum of association or the Articles of the Company shall be revised so as to reflect the provisions of this Agreement.

25. TIME

25.1 Time shall be of the essence of this Agreement.

25.2 No time or indulgence given by any party to the other shall be deemed or in any way be construed as a waiver of any of its rights and remedies hereunder.

26. ASSIGNMENT AND COUNTERPARTS

26.1 This Agreement shall be binding on and enure for the benefits of the parties hereto, and their respective successors and assigns.

26.2 The Preference Shareholders may assign and transfer any of its rights, benefits and obligations of and in this Agreement to any member(s) of the BAPE Group.

26.3 Any of the BVI Existing Shareholders may assign or transfer any of his rights, benefits and obligations of and in this Agreement to his Associate.

26.4 When the Board of the Company adopt a resolution to pursue a Qualified IPO, BVI 5 may assign or transfer any of the shares hold by BVI 5 to the Key Employees during the restructuring period of the Company for purposes of a Qualified IPO

26.5 Save as aforesaid, and save as provided herein, no party hereto may assign or transfer any of his or its rights or obligations under this Agreement.

26.6 This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, each of which, when so executed and delivered, shall be an original but all the counterparts shall together constitute one and the same instrument.

27. NOTICES AND OTHER COMMUNICATION

27.1 Any notice or other communication to be given under this Agreement shall be in writing and may be delivered by hand or given by facsimile or sent by an established courier service to the address or fax number from time to time

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designated, the initial address and fax number so designated by each party being set out in Schedule 3. Any such notice or communication shall be sent to the party to whom it is addressed and must contain sufficient reference and/or particulars to render it readily identifiable with the subject-matter of this Agreement. If so delivered by hand or given by facsimile such notice or communication shall be deemed received on the date of despatch and if so sent by an established courier service shall be deemed received three (3) Business Days after the date of despatch.

27.2 Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed, but the absence of such confirmation shall not affect the validity of any such communication.

28. COSTS AND EXPENSES

28.1 Provide the Completion occurred, the Company shall bear all costs and expenses in respect of the transactions contemplated by this Agreement and all other expenses for the implementation of such transactions, otherwise each party shall bear its own costs and expenses including legal expenses.

28.2 For the avoidance of doubt, the parties hereto acknowledge that Jun He Law Offices only acts for Baring in respect of this Agreement, and the parties hereto (other than Baring) have been advised to seek separate legal advice.

28.3 Taxes and governmental fees in respect of the carrying into effect of this Agreement shall be born by the parties in accordance with PRC laws and regulations.

29. PROCEEDS OF SUBSCRIPTION

The parties acknowledge and agree that the proceeds for the subscription of the Series A Preference Shares under the Subscription Agreement shall be used solely for capital expenditures and general working capital of the Group Companies, including the registration capital injection, merger and acquisition stipulated in the Restructure Memo, for the operation and expansion of the business referred to in Clause 2.1.

30. GOVERNING LAW AND JURISDICTION

30.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.

30.2 Any dispute, difference or claim arising out of or in connection with this Agreement

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shall be referred to and determined by the arbitration at Hong Kong International Arbitration Centre located in Hong Kong by using the laws of Hong Kong as the governing law. UNCITRAL Arbitration Rules shall apply to the arbitration proceedings, which will be conducted in English. For the arbitration tribunal, the arbitrators shall be selected among those who can read and understand Chinese, with each party of the dispute to appoint one member of the arbitration tribunal. The appointment of the third arbitrator shall be agreed by the parties of the dispute. If they fail to reach such an agreement, the Hong Kong International Arbitration Centre shall appoint the third arbitrator.

31. MISCELLANEOUS

31.1 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

31.2 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

31.3 If this Agreement is terminated or rescinded for whatsoever reason, all further rights and obligations of the parties hereto shall cease to have effect upon such termination or rescission except that the termination or rescission will not affect the then accrued rights and obligations of the parties.

31.4 If at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any way be affected or impaired.

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IN WITNESS whereof the parties executed this Agreement the day and year first above written.

SIGNED by XU Dong	)
in the presence of :	)
SIGNED by XU Dong	)
for and on behalf of	)
Jointly Gold Technologies Limited	)
in the presence of :	)
SIGNED by XU Dong	)
	)
for and on behalf of	)
Noah Technology Holding Limited	)
in the presence of:	)

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SIGNED by TANG Benguo	)
in the presence of :	)
SIGNED by TANG Benguo	)
for and on behalf of	)
First Win Technologies Limited	)
in the presence of :	)

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SIGNED by WANG Xiaotong	)
in the presence of :	)
SIGNED by WANG Xiaotong	)
for and on behalf of	)
Global Wise Technologies Limited	)
in the presence of :	)

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SIGNED by MA Li	)
in the presence of :	)
SIGNED by MA Li	)
for and on behalf of	)
Gallop Jumbo International Limited	)
in the presence of :	)

96

SIGNED by XIAO Xianquan	)
for and on behalf of	)
Dynamic View Investments Limited	)
in the presence of :	)

97

SIGNED by	)
for and on behalf of	)
BARING ASIA II HOLDINGS	)
(22) LIMITED	)
in the presence of :	)

98

SIGNED by WONG Sinfung	)
for and on behalf of	)
Alpha Century Assets Limited	)
in the presence of :	)

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SCHEDULE 1

WRITTEN RESOLUTIONS

WRITTEN RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY DATED [            ], 2004

We, being all the Shareholders of the Company as at the date hereof, hereby resolve as special resolutions where the Memorandum of Association and the Articles of Association of the Company shall be amended in accordance with the Shareholders’ Agreement, in the respect of the registered shares of the Company, liquidation, conversion, redemption, anti-dilution, and voting power, etc.

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SCHEDULE 2

GROUP COMPANIES

1. Noah Technology Holdings Ltd., a company incorporated in the Cayman Islands (the Company), which is owned by Baring and BVI

2. WFOE 1, a limited liability company registered in the PRC, which will be wholly-owned by the Company and its subsidiaries;

3. WFOE 2, a limited liability company registered in the PRC, which will be wholly-owned by the Company and its subsidiaries.

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SCHEDULE 3

ADDRESS AND FAX NUMBERS FOR NOTIFICATION

PART A

BVI Existing Shareholders

1.	XU Dong
	Address:
		Attn : Mr. XU Dong
	Fax No.:	(86755)-83432793
2.	TANG Benguo
	Address:
		Attn : Mr. TANG Benguo
	Fax No.:	(86755)-83432793
3.	WANG Xiaotong
	Address:
		Attn : Mr. WANG Xiaotong
	Fax No.:	(86755)-83432793
4.	MA Li
	Address:
		Attn : Mr. MA Li
	Fax No.:	(86-28)-87749469

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PART B

5.	Baring Asia II Holdings (22) Limited
	Address:	P.O. Box 431
		13-15 Victoria Road, St Peter Port
		Guernsey
		Channel Islands
		GY1 3ZD
		United Kingdom
		Attn: Ms. Connie Helyar
	Fax No.:	(44) 148-1715-219
		c.c. Baring Private Equity Partners (HK) Ltd.
		39th Floor, One International Finance Centre
		1 Harbour View Street
		Central
		Hong Kong
		Attn: Ms. Kathy Xu
	Fax No.:	(852) 2843 9372
6.	Jointly Gold Technologies Limited
	Address:
		Attn: Mr. XU Dong
	Fax No.:	(86755)-83432793
7.	First Win Technologies Limited
	Address:
		Attn: Mr. TANG Benguo
	Fax No.:	(86755)-83432793
8.	Global Wise Technologies Limited
	Address:
		Attn: Mr. WANG Xiaotong
	Fax No.:	(86755)-83432793

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9.	Gallop Jumbo International Limited
	Address:
		Attn: Mr. MA Li
	Fax No.:	(86-28)-87749469
10.	Dynamic View Investments Limited
	Address:
		Attn: Mr. XIAO Xianquan
	Fax No.:	(86755)-83432793
11.	Noah Technology Holdings Ltd.
	Address:
		Attn: Mr. Xu Dong
	Fax No.:	(86755)-83432793
12.	Alpha Century Assets Limited
	Address:	15A, Block One, Dynasty Court, 23rd, Old Peak Road, Hong Kong
		Attn: Ms. WONG Sinfung
	Fax No.:	(00852)-28105546

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SCHEDULE 4

REGISTRATION RIGHTS

1. Applicability of Rights. The holders of Series A Preference Shares shall be entitled to the following rights with respect to any potential public offering of the Series A Preference Shares or the Company’s Ordinary Shares in the United States and shall be entitled to reasonably analogous or equivalent rights with respect to any other offering of Securities in any other jurisdiction pursuant to which the Company undertakes to publicly offer or list such Securities for trading on a recognized securities exchange.

2. Definitions. For purposes of this Schedule 4:

(a) Registration. The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement.

(b) Registrable Securities. The term “Registrable Securities” means: (1) any Ordinary Shares of the Company issued or to be issued pursuant to conversion of any shares of Series A Preference Shares issued (A) under the Subscription Agreement, and (B) pursuant to the Right of First Offer; (2) any Ordinary Shares of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any Series A Preference Shares described in clause (1) of this subsection (b); and (3) any other Ordinary Shares of the Company owned or hereafter acquired by a Series A Preference Shareholder. Notwithstanding the foregoing, “Registrable Securities” shall exclude any Registrable Securities sold by a person in a transaction in which rights under this Schedule 4 are not assigned in accordance with this Agreement or any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144 promulgated under the Securities Act, or in a registered offering, or otherwise.

(c) Registrable Securities Then Outstanding. The number of shares of “Registrable Securities then outstanding” shall mean the number of Ordinary Shares of the Company that are Registrable Securities and are then issued and outstanding.

(d) Holder. For purposes of this Schedule 4, the term “Holder” means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any permitted assignee of record of such Registrable Securities to whom rights under this Schedule 4 have been duly assigned in accordance with this Agreement.

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(e) Form S-3 and Form F-3. The terms “Form S-3” and “Form F-3” mean such respective form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(f) SEC. The term “SEC” or “Commission” means the U.S. Securities and Exchange Commission.

3. Demand Registration.

(a) Request by Holders. If the Company shall at any time after the expiry of six months after a Qualified IPO receive a written request from the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request Notice, subject only to the limitations of this Section 3; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least thirty percent (30%) of all Registrable Securities then outstanding; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a).

(b) Underwriting. If the Holders initiating the registration request under this Section 3 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3 and the Company shall include such information in the written notice referred to in subsection 3(a). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent

106

provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

(c) Maximum Number of Demand Registrations. The Company shall be obligated to effect only three (3) such registrations pursuant to this Section 3.

(d) Deferral. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 3:

(i) during the period starting with the date sixty (60) Business Days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) Business Days following the effective date of, a Company-initiated registration subject to Section 4 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;

(ii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 5 hereof; or

(iii) if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 3, a certificate signed by the President or Chief Executive Officer of the Company stating that in

107

the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

(e) Expenses. All expenses incurred in connection with any registration pursuant to this Section 3, including without limitation all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, printer’s and accounting fees, and fees and disbursements of counsel for the Company including reasonable expenses of one legal counsel for the Holders (but excluding underwriters’ discounts and commissions relating to shares sold by the Holders), shall be borne by the Company. Each Holder participating in a registration pursuant to this Section 3 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all discounts, commissions or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Holders.

4. Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least twenty (20) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 3 or Section 5 of this Schedule 4 or to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall within 18 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(a) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 4(c) hereof.

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(b) Underwriting. If a registration statement under which the Company gives notice under this Section 4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 4 shall be conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including up to seventy-five percent (75%) of the Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer, consultant or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

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(c) Expenses. All expenses incurred in connection with a registration pursuant to this Section 4 (excluding underwriters’ and brokers’ discounts and commissions relating to shares sold by the Holders), including, without limitation all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company and reasonable expenses of one legal counsel for the Holders, shall be borne by the Company.

(d) Not Demand Registration. Registration pursuant to this Section 4 shall not be deemed to be a demand registration as described in Section 3 above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 4.

5. Form S-3 or Form F-3 Registration. In case the Company shall receive from any Holder or Holders of a majority of all Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 or Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:

(a) Notice. Promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b) Registration. As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fourteen (14) Business Days after the Company provides the notice contemplated by Section 5(a); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 5:

(1) if Form S-3 or Form F-3 is not available for such offering by the Holders;

(2) if the Holders propose to sell Registrable Securities at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000;

(3) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 Registration to be effected at such time,

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in which event the Company shall have the right to defer the filing of the Form S-3 or Form F-3 registration statement no more than once during any twelve month period for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 5; or

(4) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a).

(c) Expenses. The Company shall pay all expenses incurred in connection with each registration requested pursuant to this Section 5 (excluding underwriters’ or brokers’ discounts and commissions relating to shares sold by the Holders), including without limitation all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel and reasonable expenses of one legal counsel for the Holders.

(d) Not Demand Registration. Form S-3 or Form F-3 registrations shall not be deemed to be demand registrations as described in Section 3 above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 5.

6. Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:

(a) Registration Statement. Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, provided, however, that the Company shall not be required to keep any such registration statement effective for more than sixty (60) days.

(b) Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c) Prospectuses. Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

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(d) Blue Sky. Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) Underwriting. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notification. Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g) Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

(h) Notwithstanding any of the foregoing provisions, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 3 or Section 5 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be

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registered (in which case the participating Holders requesting for the withdrawal shall bear such expenses), unless, in the case of a registration requested under Section 3, all of the Holders of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 3.

7. Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Schedule 4 with respect to the Registrable Securities of the selling Holders that such selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the Registration of their Registrable Securities. In this connection, each selling Holder shall be required to represent and warrant to the Company that all such information which is given in writing expressly for inclusion in such registration is true and accurate in all material respects.

8. No Registration Rights to Third Parties. Without the prior consent of the Holders of 75% of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form S-3 or Form F-3 registration rights described in this Schedule 4, or otherwise) relating to any Securities of the Company, other than rights that are subordinate in right to the Series A Preference Shareholders.

9. Assignment

The registration rights under this Schedule 4 may be transferred or assigned to any transferee of Series A Preference Shares representing 5% or more of the issued share capital of the Company.

10. Market Stand-Off Agreement.

Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) Business Days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise. The foregoing provisions of this Section 10 shall apply only to the Company’s initial public offering of equity

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securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers and directors and greater than five percent (5%) Shareholders of the Company enter into similar agreements. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of this Section 10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

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SCHEDULE 7

FORM OF WARRANTS

FORM OF SERIES A PREFERENCE SHARES SUBSCRIPTION WARRANTS

Noah Technology Holdings Ltd.

Series A Preference Shares Subscription Warrant

Dated as of [•], 2004

Void after the Expiration Date (as defined below)

No. [•] [XXX] Series A Preference Shares

THIS CERTIFIES that, for valuable consideration received, Baring Asia II Holdings (22) Limited or its permitted assigns under Section 11 below (the “Holder”) is entitled, from time to time or at any time commencing on the date of Completion (“Commencement Date”) and expire upon (i) the expiry of twenty four(24) months from the Completion Date or (ii) a Qualified IPO, whichever is the earlier, (the “Expiration Date”) to subscribe from Noah Technology Holdings Ltd., a Cayman Islands corporation (the “Company”), for an aggregate of 509,528.00 series A preference shares each of US$ par value of the Company (the “Series A Preference Shares”), at an aggregate subscription price of US$3 million, or approximately US$5.8878 per share, which is 20% higher than the current Subscription Price per share as provided in the Subscription Agreement, issued as fully-paid subject to adjustment as to such number of shares or such price as hereinafter provided (such price as so adjusted from time to time being herein called the “Subscription Price”).

This Series A Preference Share Subscription Warrant (this “Warrant”) has been issued by the Company to the Holder under the terms of a subscription agreement dated as of [•] October, 2004 (the “Subscription Agreement”).

This Warrant is subject to the following terms and conditions:

Section 1. Exercise of Warrant. The subscription rights represented by this Warrant are exercisable by the Holder, in whole or in part, at any time or from time to time on or after the Commencement Date and through the close of business on the Expiration Date, by the surrender of this Warrant and the Subscription Form annexed hereto (duly executed) at the principal office of the Company at (or at such other office of the Company in the People’s Republic of China as the

115

Company shall designate by notice in writing to the Holder at its address appearing on the books of the Company), and upon payment to the Company of the applicable Subscription Price for the Series A Preference Shares thereby subscribed by depositing the applicable Subscription Price in a bank account of the Company in Hong Kong or by such other methods of payment as the Company may accept.

In the event of the subscription of less than all of the Series A Preference Shares capable of subscription hereunder, the Company will cancel this Warrant upon surrender hereof, and will forthwith execute and deliver to the Holder, free of charge, a new Warrant of like tenor and date for the balance of the Series A Preference Shares capable of subscription hereunder.

The Company agrees that upon the receipt of this Warrant in proper form for exercise, and receipt of the full Subscription Price, the Series A Preference Shares so subscribed shall be issued to the Holder as the registered owner of such Series A Preference Shares within ten (10) Business Days (“Business Day” being a day other than Saturday on which banks in the Hong Kong Special Administrative Region are open for business) of the date on which this Warrant shall have been surrendered to the Company in accordance with the provisions of this Section 1.

The Company agrees that all of the Series A Preference Shares which are issued upon the exercise of this Warrant will be duly authorized, validly issued, fully paid and free from all preemptive or similar rights on the part of any holders of any shares in the capital of the Company and free from all taxes, encumbrances, liens and charges and other adverse rights and claims with respect to the issuance of such shares to the Holder. Such Series A Preference Shares shall rank pari passu with all other fully paid Series A Preference Shares in issue on the issue date.

Each certificate for the Series A Preference Shares subscribed upon exercise of this Warrant shall be delivered to the person entitled thereto within a reasonable time, not exceeding ten (10) Business Days, after the date on which the rights represented by this Warrant shall have been exercised.

Nothing contained in the Subscription Agreement or in this Warrant shall be construed as conferring upon the Holder prior to the exercise of any Warrant the rights to vote or to receive dividends or to consent or to receive notice as holders of Series A Preference Shares in respect of any meeting of shareholders for the election of directors of the Company or any other matter, or any rights whatsoever as holders of Series A Preference Shares of the Company.

Section 2. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant or any portion hereof.

Section 3. Certain Obligations of the Company. So long as any part of this Warrant shall remain outstanding:

(a) the Company covenants that it will at all times maintain sufficient, authorized but unissued share capital available for the purpose of issue upon the exercise of the subscription rights evidenced by this Warrant; and

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(b) the Company will not, by amendment of, or through reorganization, consolidation, merger, dissolution, issuance of capital stock (otherwise than upon exercise of this Warrant) or sale of assets, or by any other voluntary act or deed, avoid or seek to avoid the performance or observance of any of the covenants, stipulations or conditions in this Warrant to be observed or performed by the Company.

Section 4. Rights and Privileges. The Series A Preference Shares shall have the rights and privileges set out in the Shareholder Agreement of the Company including without limitation the right to appoint directors of the company, the right of first offer, the right of first refusal, the co-sale right and the drag along right.

Section 5. Prior Notice of Certain Events. In case at any time:

(a) the Company shall pay any dividend payable in any shares or other securities (including rights, options or warrants) upon its Series A Preference Shares or make any distribution to any shareholders; or

(b) there shall be any capital reorganization or reclassification of the Series A Preference Shares, including any subdivision, split, combination or reverse split, or any consolidation or merger of the Company with another entity or a sale, transfer or other disposition of all or substantially all of its assets; or

(c) the Company shall offer for subscription to all of the holders of any class of its shares any additional shares or any other rights; or

(d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, in any of such cases, the Company shall give prior written notice, by mail, postage prepaid, addressed to the Holder who has not fully exercised this Warrant at its address as shown in the records kept by the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, and (ii) such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Series A Preference Shares of record shall participate in such dividend, distribution, subscription rights, or shall be entitled to exchange their Series A Preference Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger or sale, transfer or other disposition, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given not less than 14 days prior to the action in question or to any record date or the date on which the Company’s register of members are closed in respect thereto.

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Section 6. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of a written confirmation from the Holder or other evidence reasonably satisfactory to it as to the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of an indemnity or security reasonably satisfactory to the Company, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and duration, in lieu of this Warrant.

Section 7. Communications and Notices. All communications and notices hereunder shall be sent by facsimile to the Company at at fax number (86755)-83432793 or to such other facsimile number as the Company may hereafter designate in writing by notice to the Holder at its address as shown on the books of the Company.

Section 8. Remedies. The Company stipulates that the remedies at law available to the Holder in the event of any default by the Company in the performance of or compliance with any of the terms of the warrants are not and will not be adequate, and that the same may be specifically enforced.

Section 9. Severability. The invalidity or unenforceability of any one or more phrases, sentences, clauses, or Sections contained herein in any jurisdiction shall not affect the validity or enforceability of this Warrant or affect the validity or enforceability of such Warrant provisions in any other jurisdiction.

Section 10. Amendments and Waivers. Any term, covenant, agreement or condition of this Warrant may be amended, and compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), by the approval or consent of the Holder. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon.

Section 11. Miscellaneous. This Warrant shall be binding upon the Company’s successors in title and assigns, and shall not be saleable or assignable except when it is being sold or assigned to the purchaser or transferee of shares in the Company from the Holder pursuant to the Shareholders’ Agreement dated [•], 2004. This Warrant shall be construed in accordance with and governed by the laws of Hong Kong.

IN WITNESS WHEREOF, the Company has caused the common seal of the Company to be affixed to this Warrant in the presence of its duly authorized officer.

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DATED: [•]

[                                                 ]

By:

Name:

Title:

FORM OF SUBSCRIPTION

(To be signed only on exercise of Warrant)

TO:	Baring Asia II Holdings (22) Limited
	[•]

The undersigned, the named holder of the within Warrant, hereby irrevocably elects to exercise such Warrant to subscribe thereunder for                          Series      A      Preference Shares of [•] each of [                        ], and herewith makes payment therefor in accordance with the terms of the Warrant, and requests that Series A Preference Shares be registered in the name of, and a certificate representing such Series A Preference Shares be issued to,                                                   whose address is                                                                                                               .

Dated:
	(Signature)
	Address

Signed in the presence of:

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SCHEDULE 8

RESTRUCTURE MEMORANDUM

The terms hereof shall have the same meaning as in the Share Subscription Agreement.

Step (1): Establishment of BVI by BVI Existing Shareholders

BVI Existing Shareholders XU Dong, TANG Benguo, WANG Xiaotong, MA Li and other 8 key employees of the Noah establish five off-shore companies in BVI (BVI), which will be funded by the loan provided by Baring.

Step (2): Establishment of Cayman by BVI

BVI contributes investment to set up a company at Cayman (Cayman), holding 100% equity interests in Cayman.

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Step (3): Establishment of WFOE (1) and WFOE (2) by Cayman

Cayman sets up WFOE (1) in PRC by purchasing 100% equity interests in New Noah, and sets up WFOE (2) in PRC by direct investment.

Step (4): Assets & Business Purchase

Step 4 shall include the following actions:

Busine/Assets Transfer

WFOE purchases assets and business from Noah by entering into an assets transfer agreement between them, which stipulates the transfer price, the scope of assets/business transferred. Please refer to Schedule 9 Asset List.

Consideration Waiver

Noah waives the consideration for assets transfer payable by WFOE (2) after Cayman’s capital contribution to WOFE (2) is completed.

Step (5): Share Purchase

WFOE purchases the equity interests held by Noah in Cheng Du Noah, Nan Shan Zhi Qiao and other entities. Step 5 shall be conducted simultaneously with Step 4.

Step (6): Issuance of Redeemable Convertible Preference Shares to Baring by Cayman

Subject to the Conditions Precedent, Cayman issues redeemable convertible preference shares to Baring, and Baring pays the applicable consideration (Completion). Upon the Completion, the articles of association of Cayman shall be amended accordingly.

Step (7): the NOAH and other relevant parties fulfill the Post-Completion Covenants

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SCHEDULE 9

ASSETS LIST

122

Amendment to Share Subscription Agreement

THIS AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT is entered into as of June 30,2004 (“Amendment”), by and among Baring Asia II Holdings(22) limited (“Baring”), Alpha Century Assets Limited (“INVESTOR”), Wong Sinfung, Jointly Gold Technologies Ltd. (“BVI 1”), First Win Technologies Ltd. (“BVI 2”), Global Wise Technologies Ltd. (“BVI 3”), Gallop Jumbo International Limited (“BVI 4”), Dynamic View Investments Limited (“BVI 5”), Noah Technology Holdings Ltd. (“Company”), Shenzhen Noah Industrial Co. ,Ltd.( ) (“Noah Industrial”), Shenzhen New Noah Technology Co. ,Ltd.( ) (“New Noah”), and BVI Existing Shareholders. The foregoing parties shall be hereinafter referred to collectively as the “Parties” and individually as a “Party”. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Share Subscription Agreement (as defined below).

WITNESSETH

WHEREAS , Baring, Investor, Wong Sinfung , BVI 1 , BVI 2 , BVI 3, BVI 4 ,BVI 5 ,Company, Noah Industrial, New Noah, and BVI Existing Shareholders have entered into a Share Subscription Agreement dated as of April 29,2004 (“Share subscription Agreement”) , in which Baring and Investor have become the Series A Preference Shareholders by subscription for 3,260,981.00 Subscription Shares of the Company;

WHEREAS , Baring, Investor, BVI 1, BVI 2, BVI 3, BVI 4, BVI 5, Company, and BVI Existing Shareholders have entered into a Shareholders’ Agreement dated as of April 19, 2004 (“Shareholders’ Agreement”);

WHEREAS ,Parties agree to amend the share Subscription Agreement.

AGREEMENT

NOW, THEREFORE ,the Share Subscription Agreement shall be amended as follows:

1. WHEREAS (A) shall be amended as follows:

“As at the date hereof ,the Company has an authorized capital of US$50,000.00 divided into 500,000,000.00 shares of par value of US$0.0001 each. As at the date hereof ,10,736,721.00 ordinary shares have been issued and are fully paid or credited as fully paid by each of BVI respectively .Further particulars of the Company are set out in Schedule 1.”

2. The interpretation of “BAPE Group” shall be amended as follows:

“BPEP ASIA” means Baring Equity Partners Asia Limited , a company incorporated in Hong Kong;

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“BPEP Group” means , collectively:

(a) BPEP ASIA, any holding company of BPEP ASIA and any subsidiary of BPEP ASIA or any such holding company;

(b) any partnerships, companies and other entities which are at any time ,or the assets of which (or some material part thereof) are at any time, managed or advised (whether solely or jointly with others) by any company or other entity referred to in (a) above; and

(c) any company, corporation, limited liability partnership or other vehicle controlled by any entity referred to in (a) or (b) above;

and references to a “member of the BPEP Group “ shall be construed accordingly, and any references to “ BAPE Group” shall be amended to “BPEP Group”;

“Control” means in relation to a company or other entity, the power of a person either directly or indirectly to secure (i) by means of a holding of securities or other interest in the company or other entity or (ii) by means of contractual rights or (iii) by virtue of any powers conferred by the articles of association or other documents regulation the company or other entity, that the affairs of the company or other entity are conducted in accordance with its wishes , and “Controlled “ shall be construed accordingly;

3. The Schedule 1 shall be amended as follows;

SCHEDULE 1

PARTICULARS OF THE COMPANY

1.	Registered Office:	the offices of Walkers SPV Limited, Walker House, Mary Street, PO BOX 908 GT, George Town, Grand Cayman , Cayman Islands.
2.	Date of incorporation:	April 8,2004
3.	CR Number:	WK-134538
4.	Place of Incorporation:	Cayman Islands
5.	Directors:	Xu Dong, Tang Benguo, Wang Xiaotong
6.	Authorized Share Capital as at the date hereof:	US$50,000 divided into 500,000,000.00 Shares of par value of US$0.0001 each, of which 300,000,000 shall be designated Ordinary Shares and 200,000,000 shall be designated Series A Preference Shares,

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7.	Authorized Share Capital as at the Completion Date:	US$50,000 divided into 500,000,000.00 Shares of par value of US$0.0001 each
8.	Issued Share Capital:	as per the Capitalization Table in Exhibit B
4.	Schedule 4 shall be amended as follows:

SCHEDULE 4

FORM OF APPLICATION FOR SHARES

To:	Noah Technology Holdings Ltd.
From:	[                                                  ]
Date:

Dear Sirs,

Application for shares

We hereby apply for the allotment and issue of the following number of full paid Series A Preference Shares par value of US$0.0001 of your Company at the aggregate subscription price of [US$15milion/1milion]:

No. of Series A Preference Share: [3,057,170.00/203,811.00]

We agree to take the above Series A Preference Shares subject to the Memorandum and Articles of Association of your company and we authorize you to enter our name in the register of members as holder of the above shares.

Yours faithfully,

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties executed this Amendment the day and year first above written.

SIGNED by	)
for and on behalf of	)
BARING ASIA II HOLDINGS	)	/s/
(22)LIMITED	)
in the presence of :	)
/s/

(Signature page of the Amendment to Share Subscription Agreement)

SIGNED by WONG Sinfung	)
for and on behalf of	)
Alpha Century Assets Limited	)	/s/ WONG Sinfung
in the presence of :	)
SIGNED by WONG Sinfung	)
in the presence of :	)	/s/ WONG Sinfung

SIGNED by XU Dong	)
for and on behalf of	)
Jointly Gold Technologies Limited	)	/s/ XU Dong
in the presence of	)
SIGNED by	)
XU Dong	)	/s/ XU Dong
in the presence of:	)
SIGNED by XU Dong	)
for and on behalf of	)
Noah Technology Holdings Ltd.	)	/s/ XU Dong
in the presence of :	)
SIGNED by XU Dong	)
for and on behalf of	)
Shenzhen Noah Industry Co., Ltd	)	/s/ XU Dong
in the presence of :	)
SIGNED by XU Dong	)
for and on behalf of	)
Shenzhen New Noah Technology Co., Ltd.	)	/s/ XU Dong
in the presence of :	)

SIGNED by TANG Benguo	)
for and on behalf of	)
First Win Technologies Limited	)	/s/ TANG Benguo
in the presence of :	)
SIGNED by	)
TANG Benguo	)	/s/ TANG Benguo
in the presence of :	)

SIGNED by WANG Xiaotong	)
for and on behalf of	)
Global Wise Technologies Limited	)	/s/ WANG Xiaotong
in the presence of :	)
SIGNED by	)
WANG Xiaotong	)	/s/ WANG Xiaotong
in the presence of :	)

SIGNED by MA Li	)
for and on behalf of	)
Gallop Jumbo International Limited	)	/s/ MA Li
in the presence of :	)
SIGNED by	)
MA Li	)	/s/ MA Li
in the presence of :	)

SIGNED by XIAO Xianquan	)
for and on behalf of	)
Dynamic View Investments Limited	)	/s/ XIAO Xianquan
in the presence of :	)
/s/
SIGNED by	)
XIAO Xianquan	)	/s/ XIAO Xianquan
in the presence of :	)
/s/

EX-4.5

Exhibit 4.5

Execution Copy

DATE: March 7, 2007

(1) LEHMAN BROTHERS COMMERCIAL CORPORATION ASIA LIMITED

(2) BARING ASIA II HOLDINGS (22) LIMITED

(3) THE SEVERAL PERSONS NAMED IN SCHEDULE 1

(4) NOAH EDUCATION HOLDINGS LTD.

(5) BVI EXISTING SHAREHOLDERS

(6) WFOEs

SHARE PURCHASE

AGREEMENT

concerning Ordinary Shares and

Preference Shares in

NOAH EDUCATION HOLDINGS LTD.

SHARE PURCHASE AGREEMENT

DATED: March 7, 2007

BETWEEN:

(1) LEHMAN BROTHERS COMMERCIAL CORPORATION ASIA LIMITED, a company incorporated in Hong Kong SAR, China with its principal place of business at Two International Finance Centre, 26^th Floor, 8 Finance Street, Central, Hong Kong (“Purchaser”);

(2) Each of the persons listed in Schedule 1 attached hereto (each an “Ordinary Share Seller”, collectively, the “Ordinary Share Sellers”);

(3) BARING ASIA II HOLDINGS (22) LIMITED, a company incorporated in the British Virgin Islands with its principal place of business at P.O. Box 431, 13-15 Victoria Road, St. Peter Port, Guernsey, Channel Islands, GY1 3ZD, United Kingdom (the “Preference Share Seller”);

(The Ordinary Share Sellers and the Preference Share Seller are collectively referred to as the “Selling Shareholders”)

(4) NOAH EDUCATION HOLDINGS LTD., a company incorporated in the Cayman Islands with its registered office at Walkers SPV Limited, Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman Islands (“Company”). The Company particulars are set out in Schedule 2;

(5) BVI EXISTING SHAREHOLDERS (as defined below); and

(6) WFOEs (as defined below).

WHEREAS

(A) The Ordinary Share Sellers own 10,736,721 Ordinary Shares of the Company and the Preference Share Seller owns 3,057,170 Preference Shares of the Company;

(B) The Ordinary Share Sellers intend to sell to the Purchaser, and the Purchaser intends to purchase from the Ordinary Share Sellers certain number of Ordinary Shares; and

(C) The Preference Share Seller intends to sell to the Purchaser, and the Purchaser intends to purchase from the Preference Share Seller certain number of Preference Shares.

1

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement and the other Transaction Documents and of the mutual benefits to be derived herefrom and therefrom, the parties hereto agree as follows:

1. INTERPRETATION

1.1 In this Agreement, including the Recitals, the Schedules and the Exhibits, the following expressions shall, except where the context otherwise requires, have the following meanings:

“2006 Audited Annual Net Income”

the Company’s net income after tax as defined under IFRS for the twelve-month period starting from January 1, 2006 and ending on December 31, 2006, plus the sum of all amounts deducted in arriving at such audited net income to make provisions for (i) any stock-based compensation related charges or expenses, (ii) any one-time transaction fees, including brokerage fees, legal fees and accounting fees incurred in connection with the Company’s prior uncompleted listing on the AIM market of the London Stock Exchange, and (iii) any extraordinary expense charges to the Company arising from the issuance of Series A Preference Shares of the Company in April 2004 and in connection with certain redemption and purchase option features of such issuance; it being understood that the 2006 Audited Annual Net Income will be derived from its equivalent as set forth in the 2006 Audited Financial Statements, after its reconciliation to IFRS from US GAAP. The Purchaser may, at its discretion, engage an accounting firm of international standing to perform such reconciliation, provided that the Purchaser shall bear all related costs and expenses of such engagement. The parties hereto agree that the 2006 Audited Annual Net Income after such reconciliation performed by such accounting firm applying its independent professional judgment shall be the final 2006 Audited Annual Net Income for purpose of the representation under Clause 13 of Schedule 5 of this Agreement.

“2006 Audited Financial Statements”

the audited financial statements of the Company and its consolidated entities for the twelve-month period starting from January 1, 2006 and ending December 31, 2006, prepared in accordance with US GAAP;

“Amended and Restated Shareholders’ Agreement”

an amended and restated shareholders’ agreement substantially in the form of Schedule 8 attached hereto, to be entered into by and among the Purchaser, the Company, the Selling Shareholders, Alpha Century Assets Limited, and Master Topful Limited;

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“Associate”

(i) as to any body corporate, any other body corporate, unincorporated entity or person directly or indirectly Controlling, directly or indirectly Controlled by or under direct or indirect common Control with, such body corporate; and

(ii) as to any individual, his spouse, or legitimate child;

“Business”

the research and development, manufacture, and distribution of electronic education products of the Company and its subsidiaries;

“Business Day”

a day, excluding Saturdays, on which banks in Hong Kong are open for business throughout their normal business hours;

“BVI Existing Shareholders”

Four (4) individuals who hold legal and beneficial ownership of the entire registered capital of the Ordinary Share Sellers, namely, XU Dong, TANG Benguo, WANG Xiaotong, and MA Li as specified in Schedule 3;

“Completion”

the completion of the purchase and sale of the Selling Shares in accordance with the provisions in Clause 4 hereof;

“Completion Date”

has the meaning given to it in Clause 4.1 hereof;

“Conditions”

the pre-completion conditions set out in Clause 2;

“Consent”

includes an approval, authorisation, exemption, filing, licence, order, permission, permit, recording or registration (and references to “obtaining consents” shall be construed accordingly);

“Control”

in relation to a body corporate, the power of a person directly or indirectly to secure that the affairs of such body corporate are conducted in accordance with the wishes of that person:

(i) by means of the holding of shares or the possession of voting power (either at shareholder level or director level) in or in relation to that or any other body corporate; or

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(ii) by virtue of any powers conferred by the memorandum and articles of association or by-laws or other similar documents regulating that or any other body corporate;

“Group Companies”

the Company and the WFOEs;

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

“IFRS”

means the International Financial Reporting Standards as currently in effect, and as promulgated, amended or supplemented by the International Accounting Standards Board from time to time.

“Intellectual Property”

all forms of intellectual property and rights thereof including without limitation, any patent, copyright, registered design or unregistered design right, trade mark, service mark, goodwill, know-how and any application for any of the foregoing, as listed in Exhibit B;

“Lien”

any mortgage, pledge, deed of trust, hypothecation, right of others, claim, security interest, encumbrance, burden, title defect, title retention agreement, lease, sublease, license, occupancy agreement, easement, covenant, condition, encroachment, voting trust agreement, interest, option, right of first offer, negotiation or refusal, proxy, lien, charge or other restrictions or limitations of any nature whatsoever, including, but not limited to, such Liens as may arise under any contract;

“Material Adverse Effect”

any (a) event, occurrence, fact, condition, change, development or effect that is materially adverse or is reasonably expected to be materially adverse to the business, operations, results of operations, condition (financial or otherwise), properties (including intangible properties), assets (including intangible assets) or liabilities of the Company or any of the WFOEs (taken as a whole) or (b) material impairment of the ability of the Company, any of the WFOEs or any of the Selling Shareholders to perform their respective obligations hereunder or under the other Transaction Documents;

“Memorandum and Articles of Association”

the memorandum and articles of association of the Company from time to time;

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“Ordinary Shares”

ordinary shares of par value of US$0.0001 each in the capital of the Company;

“Ordinary Share Price”

has the meaning defined in Clause 3.1 of this Agreement;

“Ordinary Share Sellers”

the several persons named in Schedule 1, holders of ordinary shares;

“Preference Shares”

Series A preference shares of par value of US$0.0001 each in the capital of the Company;

“Preference Share Price”

has the meaning defined in Clause 3.2 of this Agreement;

“Preference Share Seller”

Baring Asia II Holdings (22) Limited, holder(s) of Preference Shares;

“Purchase Price”

sum of Ordinary Share Price and Preference Share Price;

“PRC” or “China”

the People’s Republic of China;

“Qualified IPO”

a firmly underwritten initial public offering by the Company of its Ordinary Shares on any public stock exchange of international reputation and standing with total offering proceeds to the Company of not less than US$50 million (or any cash proceeds of other currency of equivalent value) (before deduction of underwriters commissions and expenses);

“Selling Ordinary Shares”

has the meaning defined in Clause 3.1 of this Agreement;

“Selling Preference Shares”

has the meaning defined in Clause 3.2 of this Agreement;

“Selling Shares”

the Selling Ordinary Shares and the Selling Preference Shares;

“Selling Shareholders”

Ordinary Share Sellers and Preference Share Seller;

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“Shares”

all shares of the Company, including the Ordinary Shares and the Preference Shares;

“Tax”

any form of tax in any part of the world including, without limitation, all forms of income tax, profits tax, interest tax, stamp duty, estate duty, value added tax, value appreciation tax, withholding tax, property tax, capital gains tax and all levies, duties, charges, fees, social security contributions, deductions and withholdings whatsoever charged or imposed by any statutory, governmental, state, federal, provincial, local or municipal authority whatsoever and wheresoever, and any interest, penalty, surcharge or fine in connection therewith or arising therefrom;

“Transaction Documents”

this Agreement, the Warrant, the Amended and Restated Shareholders’ Agreement and the Amended and Restated Articles of Association and Memorandum of Association of the Company;

“US$” or “US Dollar”

United States dollars, the lawful currency of the United States of America;

“US GAAP”

generally accepted accounting principles in the United States;

“Warrant”

a warrant agreement substantially in the form of Schedule 9 attached hereto, to be entered into by and between the Purchaser and the Company;

“Warranties”

the representation, warranties and undertakings as set out in Clause 5 and Schedules 5, 6 and 7;

“Warrantors”

each of the BVI Existing Shareholders, the Ordinary Share Sellers and the Group Companies;

“WFOEs”

the three companies incorporated in Shenzhen, China and 100% owned by the Company as listed in Schedule 4, and Bright Sound Limited which is 100% beneficially, but indirectly, owned by the Company.

1.2 In this Agreement:

(a) references to recitals, clauses, sub-clauses, Schedules and Exhibits are to the clauses and sub-clauses of, and the recitals, schedules and exhibits to, this Agreement;

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(b) references to any statutory provision or any rule or regulation (whether or not having the force of law) shall be construed as references to the same as amended, varied, modified, consolidated or re-enacted from time to time and to any subordinate legislation made under such statutory provision;

(c) references to parties are to parties of this Agreement;

(d) words importing the singular include the plural and vice versa, words importing one gender include every gender, and references to persons include bodies corporate and unincorporated;

(e) headings are for ease of reference only and shall not affect the interpretation of this Agreement; and

(f) references to a document in the “agreed form” are references to a document the form of which has been or may from time to time be agreed among all parties hereto.

1.3 The recitals, the Schedules and the Exhibits form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Recitals, the Schedules and the Exhibits.

1.4 All references to dates and time are, unless the context requires otherwise, to Hong Kong time.

2. CONDITIONS PRECEDENT

2.1 Completion of this Agreement by the Purchaser shall be conditional on the fulfilment of all of the following conditions:

(a) The representations and warranties of the Company and the Selling Shareholders contained in Clause 5 and Schedules 5, 6 and 7 shall be true, correct and complete in all material respects when made, and shall be true, correct and complete in all material respects on and as of the Completion Date with the same effect as though such representations and warranties had been made on and as of the date of such Completion Date.

(b) Each of the Company and the Selling Shareholders shall have performed and

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complied, with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Completion Date.

(c) Each of the Company and the Selling Shareholders shall have obtained, all authorizations, approvals, waivers or permits of any competent governmental authority or regulatory body for the consummation of all of the transactions contemplated by this Agreement that are required in connection with the lawful transfer of the Selling Shares pursuant to this Agreement, and all such authorizations, approvals, waivers and permits shall be effective as of the Completion Date.

(d) The Company shall have, at the Company’s expense, prepared and submitted to the Purchaser prior to the Completion Date, the management accounts of the Company for the 2006 fiscal year, prepared using the same accounting standards and on the same bases as the Company’s historical management accounts.

(e) The Purchaser shall have completed, to its reasonable satisfaction, its business, legal and financial due diligence, and any items requiring correction identified by the Purchaser shall have been corrected to the Purchaser’s reasonable satisfaction. Without limiting the foregoing, the Purchaser shall have received from the Company all documents and other materials reasonably requested in writing by the Purchaser for the purpose of examining and determining the rights of the Company and the WFOEs in and to any technology, products and Intellectual Property now used, proposed to be used in, or necessary to the Company or the WFOEs’ business as now conducted and presently proposed to be conducted, and the status of its ownership or licensing (as applicable) rights in and to all such technology, products and Intellectual Property shall be reasonably satisfactory to the Purchaser.

(f) The Purchaser’s investment committee or investment approval authority, as the case may be, shall have approved, and not have revoked the approval of, the terms of the investment and the transactions contemplated herein and in the Transaction Documents.

(g) All of the existing holders of Shares of the Company shall have approved this Agreement and each of the other Transaction Documents, and the transactions contemplated herein and therein. In particular, each of the holders of Shares of the Company other than the Selling Shareholders shall have waived their respective right of first refusal, co-sale rights or other consent rights under the articles of association of the Company, as well as under any other agreements relating to their Shares in the Company to which they are parties.

(h) All corporate and other proceedings in connection with the transactions

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contemplated herein and in the other Transaction Documents and all other documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser, and the Purchaser shall have received all such counterpart original or other copies of such documents as it may reasonably request.

(i) The Purchaser shall have received from Walkers (or another Cayman Islands firm of equivalent standing), the special Cayman Islands counsel of the Company, a legal opinion in respect of the Company, dated as of the Completion, in form and substance satisfactory to the Purchaser.

(j) The Purchaser shall have received from Zhonglun Law Firm, special PRC counsel of the Company, a legal opinion, dated as of the Completion, in form and substance satisfactory to the Purchaser.

(k) Except as otherwise provided in Exhibit A, no action, suit, proceeding, claim, arbitration or investigation shall have been instituted, and to the knowledge of the Selling Shareholders, threatened prior to the Completion Date against any of the Selling Shareholders, the Company, the WFOEs, or the Purchaser seeking to enjoin, challenge the validity of, or assert any liability against any of them on account of, any transactions contemplated by this Agreement and the other Transaction Documents.

(l) There shall not have occurred prior to the Completion Date any event or transaction reasonably likely to have a Material Adverse Effect.

(m) Relevant parties shall have entered into the Warrant and the Amended and Restated Shareholders’ Agreement and the Company shall have adopted, or have resolved to adopt, the Amended and Restated Memorandum of Articles and Articles of Association.

2.2 In the event that any of the Conditions specified in Clause 2.1 has not been fulfilled (or waived by the Purchaser in writing) by 5:00 pm on March 31, 2007 (or such later date as the parties may mutually agree in writing), this Agreement may be terminated by written notice to other parties, at the Purchaser’s own election and discretion, after which this Agreement shall be of no further force or effect.

2.3 Each of Selling Shareholders and the Group Companies shall use its reasonable endeavours to procure the fulfilment of the Conditions on or before the date set forth in Clause 2.2.

2.4 Completion of this Agreement by the Selling Shareholders shall be conditional on the fulfilment of all of the following conditions (or waived by the Company or the Selling Shareholders in Writing):

(a) The representations and warranties of the Purchaser contained in Clause 6 shall be true, correct and complete when made, and shall be true, correct and complete on and as of the Completion Date with the same effect as though such representations and warranties had been made on and as of the Completion Date.

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(b) To the extent required by law or contract, all of the existing holders of Shares of the Company shall have approved this Agreement and each of the other Transaction Documents, and the transactions contemplated herein and therein. In particular, each of the holders of Shares of the Company other than the Selling Shareholders shall have waived their respective right of first refusal, co-sale rights or other consent rights under the articles of association of the Company, as well as under any other agreements relating to their Shares in the Company to which they are parties.

(c) Except as otherwise provided in Exhibit A, no action, suit, proceeding, claim, arbitration or investigation shall have been instituted, and to the knowledge of the Selling Shareholders, threatened prior to the Completion Date against any of the Selling Shareholders, the Company, the WFOEs, or the Purchaser seeking to enjoin, challenge the validity of, or assert any liability against any of them on account of, any transactions contemplated by this Agreement and the other Transaction Documents.

2.5 In the event that any of the Conditions specified in Clause 2.4 has not been fulfilled or has not otherwise been waived by parties entitled to waive by 5:00 pm on April 15, 2007 (or such later date as the parties may mutually agree in writing), this Agreement shall terminate, after which this Agreement shall be of no further force or effect.

3. PURCHASE AND SALE OF SHARES

3.1 Subject to the terms and conditions of this Agreement, at the Completion (as defined below), the Purchaser agrees to purchase from each of the Ordinary Share Sellers, and each of the Ordinary Share Sellers agrees to sell to the Purchaser, such number of the Company’s Ordinary Shares indicated opposite such Ordinary Share Seller’s name in Schedule 1 attached hereto (referred to collectively as the “Selling Ordinary Shares”), at US$11.06253 per share, for the amount of purchase price set forth therein (such purchase price in the aggregate, the “Ordinary Share Price”).

3.2 Subject to the terms and conditions of this Agreement, at the Completion (as defined below), the Purchaser agrees to purchase from the Preference Share Seller, and the Preference Share Seller agrees to sell to the Purchaser, 814,057 shares of the Company’s Preference Shares (the “Selling Preference Shares” and together with the Selling Ordinary Shares, the “Selling Shares”), at US$12.28416 per share, for the aggregate amount of US$10,000,006.44 (the “Preference Share Price” and, together with the Ordinary Share Price, the “Purchase Price”).

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3.3 The number of Shares to be delivered pursuant to and/or the Ordinary Share Price per Selling Ordinary Share or the Preference Share Price per Selling Preference Share referenced in this Clause 3 shall be equitably adjusted in the event of any stock split, stock dividend, stock issuance, recapitalization or reorganization after the date of this Agreement and prior to the Completion.

4. COMPLETION

4.1 Subject to the terms and conditions set forth in this Agreement, the Completion of the transactions contemplated by Clause 4.2 of this Agreement shall take place at the offices of O’Melveny & Myers in Hong Kong SAR, China, on a day as agreed to between the Selling Shareholders and the Purchaser but in any event within five (5) business days following the date of the satisfaction or waiver of all of the conditions set forth in Clause 2 hereof (such date of Completion, the “Completion Date”).

4.2 At the Completion:

(a) Each Selling Shareholder shall deliver to the Company certificates representing all the Shares held by such Selling Shareholder immediately prior to the Completion;

(b) the Purchaser shall pay to accounts specified by the relevant Selling Shareholders, by wire transfer in immediately available funds or by other payment methods mutually agreed to between the Purchaser and the relevant Selling Shareholders, the respective portion of the Purchase Price that each Selling Shareholder is entitled to receive under Clause 3 of this Agreement;

(c) The Company shall deliver to each Selling Shareholder a certificate representing that number of Shares that is equal to the number of Shares held by such Selling Shareholder immediately prior to the Completion less such Selling Shareholder’s Selling Shares under Clause 3 of this Agreement;

(d) The Company shall deliver to the Purchaser certificates representing the Selling Shares that the Purchaser is purchasing pursuant to Clause 3 of this Agreement; and

(e) The Company and each Selling Shareholder shall deliver all other documents (including the share transfer forms, if applicable), duly executed where so required, evidencing the full and effective transfer of titles of the Selling Shares from the Selling Shareholders to the Purchaser or an entity nominated by the Purchaser and the Company shall present for inspection the Company’s register of members evidencing such title transfers.

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5. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE WARRANTORS

5.1 Each of the Warrantors hereby jointly and severally represents and warrants to and undertakes with the Purchaser that each of the matters set out in Schedule 5 are as at the date hereof and will be for all times up to and including the Completion Date, true and correct in all respects.

5.2 Each of the Selling Shareholders hereby severally but not jointly represents and warrants to and undertakes with the Purchaser that each of the matters set out in Schedule 6 or Schedule 7, as applicable that relates to such Selling Shareholder, is as at the date hereof and will be for all times up to and including the Completion Date, true and correct in all respects.

5.3 Each of the Warranties refers only to matters and facts subsisting as at the date hereof up to the Completion, and the right to claim for breach of any Warranties will survive until the earlier of (i) the closing of a Qualified IPO and (ii) June 30, 2009.

5.4 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision contained in this Agreement shall govern or limit the extent or application of any other Warranty.

5.5 Each of the Warrantors and the Preference Share Seller undertakes to notify the Purchaser in writing as soon as practicable of any matter or event which becomes known to it prior to the Completion which may render any Warranty made by it hereunder to be or to have been untrue or inaccurate in any material respect.

5.6 The rights and remedies of the Purchaser in respect of a material breach of any Warranty shall not be affected by any due diligence review or investigation made by or on behalf of the Purchaser into the affairs of any Group Company.

5.7 Notwithstanding any rule of law or equity to the contrary, any release, waiver or compromise or any other arrangement of any kind whatsoever which the Purchaser may agree to or effect in relation to any of the Warrantors in connection with this Agreement, and in particular the Warranties, shall not affect the rights and remedies of the Purchaser as regards to any other parties.

5.8 Each of the Warrantors and the Preference Share Seller hereto hereby severally but not jointly represents and warrants to the Purchaser that it has full power and authority to enter into and perform this Agreement; this Agreement when executed and delivered by it shall constitute valid and legally binding obligations of such party enforceable in accordance with their respective terms except as enforcement thereof may be subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

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5.9 Each of the Warrantors and the Preference Share Seller undertakes, in relation to any Warranty which refers to his knowledge or information, that he has made reasonable enquiry into the subject matter of that Warranty and that he does not have the knowledge or information or belief that the subject matter of that Warranty may not be true, complete or accurate.

5.10 Each of the Warrantors hereby jointly and severally undertakes to perform this Agreement, and undertakes to indemnify the Purchaser, subject to Clause 8 hereof, for any failure to perform this Agreement.

5.11 None of the Warranties nor any benefit nor claim thereunder may be assigned to any person without the prior written consent of the Purchaser.

5.12 Each of the Group Companies hereby acknowledge and agree that it is providing representations, warranties, covenants and indemnities to the Purchaser in this Agreement to entice the Purchaser to become a shareholder of the Company for purpose of facilitating the Company’s Qualified IPO. It being understood that the Purchaser is entering into this Agreement and the other Transaction Documents in reliance of the Group Companies’ representations, warranties, covenants and indemnities hereunder and thereunder.

6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PURCHASER

6.1 The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its formation. The Purchaser (i) has all requisite corporate power and authority to own its assets and to carry on its business as now being conducted by it and (ii) is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification or license, except in the case of clause (ii) where the failure to be so qualified or licensed would not reasonably be expected, in the aggregate, to materially impair its ability to perform its obligations hereunder or under the other Transaction Documents to which it is a party.

6.2 The Purchaser has the corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by the Purchaser and the performance by it of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Purchaser and no other corporate or stockholder proceedings or actions are required to consummate the transactions contemplated hereby. This Agreement has been duly executed and

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delivered by Purchaser and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid and binding agreement of the Purchaser, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

6.3 The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by the Purchaser of the certificates of incorporation, by-laws or equivalent documents of the Purchaser, (ii) violate, conflict with or result in a breach of, or constitute a default by the Purchaser (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Liens upon any of the properties of the Purchaser under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Purchaser or any of its properties may be bound, (iii) violate or result in a breach of any governmental order or law applicable to the Purchaser or any of its properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any governmental authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be likely to materially impair its ability to perform its obligations hereunder or under the other Transaction Documents to which it is a party.

6.4 (a) At the time the Purchaser was offered the Selling Shares that it is purchasing pursuant to this Agreement, it was, and it is, an “accredited investor” as defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

(b) The Purchaser is acquiring the Selling Shares that it is purchasing pursuant to this Agreement for investment for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. The Purchaser has no direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Selling Shares, in violation of the Securities Act or any other applicable state securities law.

(c) The Purchaser acknowledges that the Selling Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law.

7. ADDITIONAL UNDERTAKINGS

7.1 The Company shall deliver, and the Selling Shareholders shall cause the Company to deliver, as promptly as possible after they become available, the 2006 Audited Financial Statements to the Purchaser’s reasonable satisfaction.

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7.2 Each of the Company and the Selling Shareholders shall use their reasonable efforts to achieve a Qualified IPO prior to June 30, 2008.

7.3 Each of the Purchaser and Selling Shareholders hereby agrees to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable laws and regulations to abide by the terms of the Memorandum and Articles, each as may be amended from time to time. Each of the Purchaser and Selling Shareholders further agrees to execute and deliver, or cause to be executed and delivered, such other documents, certificates, agreements and other writings and to take, or cause to be taken, such other actions as reasonably deemed necessary in order to consummate or implement expeditiously the provisions of the Company’s Memorandum of Association and Articles of Association, each as may be amended from time to time.

7.4 The Purchaser shall comply with all relevant rules and regulations applicable to the Company, the Company’s shareholders and the Company’s listing. In particular, the Purchaser will not engage in any activity regarding the Company’s Shares that may constitute unlawful market manipulation under applicable law.

8. INDEMNITY

8.1 The Warrantors hereof jointly and severally undertake to fully indemnify the Purchaser, its officers and employees and Associates, and to keep them harmless from and against all losses, liabilities, costs and damages (including without limitation legal costs) (excluding lost profits and consequential or punitive damages) (“Losses”) which may be suffered or incurred by any of them in connection with, arising out of or as a result of any of the following:

(a) any of the Warranties under Schedule 5 including but not limited to warranties regarding tax and incorporation matters, hereof not being true and correct in all respects or not being fully complied with at all times; and

(b) any of the Warrantors’ undertakings in Clause 7, other undertakings or obligations in this Agreement, not being fully performed or fully complied with at all times.

8.2 The Ordinary Share Sellers hereof severally and not jointly undertake to fully indemnify the Purchaser, its officers and employees and Associates, and to keep them harmless from and against all Losses which may be suffered or incurred by any of them in connection with, arising out of or as a result of any of the Warranties under Schedule 6 hereof not being true and correct in all respects or not being fully complied with at all times.

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8.3 The Preference Share Seller undertakes to fully indemnify the Purchaser, its officers and employees and Associates, and to keep them harmless from and against all Losses which may be suffered or incurred by any of them in connection with, arising out of or as a result of any of the following:

(a) any of the Warranties under Schedule 7 including but not limited to warranties regarding incorporation matters, hereof not being true and correct in all respects or not being fully complied with at all times; and

(b) any of the Preference Share Seller’s undertakings in Clause 7, other undertakings or obligations in this Agreement, not being fully performed or fully complied with at all times.

8.4 Anything to the contrary notwithstanding, other than in the case of the representations and warranties set forth in Clauses 1, 2, 3 and 4 of Schedule 7 of this Agreement,

(a) the Purchaser shall not be entitled to recover from the Preference Share Seller for any Losses under this Clause 8 arising from the failure of a representation and warranty by such Preference Share Seller contained herein to be true and correct (or for breach of any covenant or agreement of the Preference Share Seller contained herein) unless and until the total of all such Losses indemnifiable hereunder exceeds US$250,000, provided that when such amount is exceeded, the Preference Share Seller shall be liable for all amounts including the first US$250,000; and

(b) The Preference Share Seller’s liability for any Losses under this Clause 8 and for any other damages for breach of any representation and warranty herein shall in no event exceed the Preference Share Price.

8.5 Anything to the contrary notwithstanding, other than in the case of the representations and warranties set forth in Clauses 1, 2, 3 and 4 of Schedule 6 of this Agreement,

(a) the Purchaser shall not be entitled to recover from any Ordinary Share Seller for any Losses under this Clause 8 arising from the failure of a representation and warranty by such Ordinary Share Seller contained herein to be true and correct (or for breach of any covenant or agreement of the Ordinary Share Seller contained herein) unless and until the total of all such Losses indemnifiable hereunder exceeds US$250,000, provided that when such amount is exceeded, the Ordinary Share Seller shall be liable for all amounts including the first US$250,000; and

(b) the liability of any Ordinary Share Seller for any Losses under this Clause 8 and for any other damages for breach of any representation and warranty herein shall in no event exceed such Ordinary Share Seller’s share of the Ordinary Share Price.

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8.6 The indemnification provided in this Clause 8, subject to the limitations set forth herein, shall be the exclusive post-Completion remedy available to the Purchaser in connection with any Losses arising out of or resulting from this Agreement and the transactions contemplated hereby and for any other damages for breach of any representation and warranty herein.

9. SEVERABILITY

If at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any way be affected or impaired.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties in connection with the subject matter of this Agreement and supersedes all previous term sheets, proposals, representations, warranties, agreements or undertakings relating thereto whether oral, written or otherwise and no party has relied or is entitled to rely on any such term sheets, proposals, representations, warranties, agreements or undertakings.

11. REMEDIES AND WAIVERS

11.1 No delay or omission by any party in exercising any right, power or remedy provided by law or under this Agreement shall:

(a) affect that right, power or remedy; or

(b) operate as a waiver of it.

11.2 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

11.3 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

12. PUBLIC ANNOUNCEMENTS

12.1 The purchase of the Selling Shares in the Company by the Purchaser from the Selling Shareholders, including without limitation the existence of such purchase and the terms and conditions of this Agreement, the term sheets preceding this Agreement and the Amended and Restated Shareholders’ Agreement shall be confidential information and shall not be disclosed by any party hereto or any of their Associates to any person not being a party hereto except as permitted under this Clause 12.

17

12.2 Notwithstanding Clause 12.1, each of the parties hereto may disclose the terms of the purchase to its investors, employees, investment bankers, lenders, accountants, attorneys, business partners, directors, shareholders and senior management and bona fide prospective investors, in each case only where such persons or entities are under appropriate non-disclosure obligations. For the avoidance of doubt, other than disclosures to the foregoing permitted persons, none of the parties may disclose the purchase amounts in relation to the Selling Shares, the amount of valuation of the Company, the rights and privileges of the Purchaser under this Agreement and the Amended and Restated Shareholders’ Agreement and the share capital structure of the Company to any person except with the prior written consent of the Purchaser (such consent not to be unreasonably withheld).

12.3 In the event that any party becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to make disclosure not permitted under Clause 12.1 and 12.2, such party (“Disclosing Party”) shall provide the other parties (“Non-Disclosing Parties”) with prompt written notice of that fact so that the appropriate party may seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedies. In such event, the Disclosing party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information to the extent reasonably requested by any Non-Disclosing Party.

12.4 Clauses 12.1, 12.2 and 12.3 shall cease to have effect and cease to be binding on the parties hereto after the expiry of six (6) months following the Completion or at the time of public filling of the Company’s registration statement pursuant to a Qualified IPO, whichever is earlier. For the avoidance of doubt, any information relating to the transactions contemplated hereby and by the Transaction Documents, to the extent such information has been made public, through public disclosure in a registration statement or otherwise (not attributable to the Purchaser in violation of any of the Clauses 12.1, 12.2 and 12.3), shall not be deemed confidential information in respect of the Purchaser.

13. ASSIGNMENT AND COUNTERPARTS

13.1 This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective assigns and successors.

18

13.2 The Purchaser may assign and transfer in whole but not in part, to any of its subsidiaries, associated or affiliated companies, its rights, benefits and obligations in this Agreement including without limitation the benefit of any representations, warranties and undertakings contained herein. However, the Purchaser may not assign and transfer any of its rights, benefits and obligations in this Agreement to any direct competitors of the Company upon the assign or transfer. Save as aforesaid, no party hereto may assign or transfer any of his or its rights or obligations under this Agreement.

13.3 This Agreement may be entered into by any party by executing a counterpart hereof. All such counterparts when taken together shall constitute one and the same instrument and this Agreement shall only take effect upon the execution by each of the parties hereto.

14. NOTICES AND OTHER COMMUNICATION

Any notice or other communication to be given under this Agreement shall be in writing and may be delivered by hand or given by facsimile or sent by an established courier service to the address or fax number from time to time designated, the initial address and fax number so designated by each party are set out in Schedule 10. Any such notice or communication shall be sent to the party to whom it is addressed and must contain sufficient reference and/or particulars to render it readily identifiable with the subject matter of this Agreement. If so delivered by hand or given by facsimile such notice or communication shall be deemed received on the date of despatch and if so sent by an established courier service, shall be deemed received three (3) Business Days after the date of despatch.

15. FURTHER ASSURANCE

Each of the parties shall at its/his (as the case may be) own costs, from time to time on request, do or procure the doing of all acts and/or execute or procure the execution of all documents in a form satisfactory to the other parties which the other parties may reasonably request for giving full effect to this Agreement and securing to the other parties the full benefit of the rights, powers and remedies conferred upon the other parties in this Agreement.

16. COSTS AND EXPENSES

16.1 Each party hereto shall bear its own fees and expenses in connection with the preparation and negotiation of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including without limitation, legal and other professional fees and expenses.

19

16.2 The Company shall be responsible for the costs of obtaining the legal opinions referred to in Clause 2.1(i) and (j); it being understood that such legal opinions shall be substantially similar to those delivered in connection with Baring’s investment in the Company in 2004, and that if the Purchaser desires more extensive opinions, such opinions shall be for Purchaser’s sole expense.

16.3 Taxes and governmental fees in respect of the carrying into effect of this Agreement shall be born by the parties in accordance with PRC laws and regulations.

17. UPDATING OF CERTAIN EXHIBITS

17.1 The Warrantors and the Preference Share Seller may (i) from time to time, prior to or at the Completion, supplement or amend Exhibit A and (ii) from the date hereof until March 9, 2007 supplement or amend Exhibit B. If any such a supplement or amendment of any section of Exhibit A materially and adversely affects the benefits to be obtained by the Purchaser under this Agreement, then the Purchaser shall have the right to terminate this Agreement, but such termination shall be the Purchaser’s sole remedy relating to matters set forth in amendments or supplements to any section of Exhibit A. Notwithstanding any other provision hereof to the contrary, Exhibit A and the representations and warranties made by the Warrantors and the Preference Share Seller shall be deemed for all purposes to include and reflect the aforementioned supplements and amendments to Exhibit A as of the date hereof and at all times thereafter, including as of the Completion. Notwithstanding any other provision hereof to the contrary, Exhibit B and the representations and warranties made by the Warrantors and the Preference Share Seller shall be deemed for all purposes to include and reflect the aforementioned supplements and amendments to Exhibit B as of the date hereof and at all times thereafter, including as of the Completion.

18. GOVERNING LAW AND JURISDICTION

18.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to principles of conflicts of law thereunder.

18.2. Dispute Resolution.

(a) Any dispute, controversy or claim arising out of or in connection with or relating to this Warrant, or the interpretation, breach, termination or validity hereof, shall be resolved through consultation between any of the parties hereto. Such consultation shall begin immediately after one party has delivered to one or more other parties a written request for such consultation (the “Request for Consultation”). If, within thirty (30) days following the

20

date on which the Request for Consultation is delivered, the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either party to the dispute with written notice to the other (the “Dispute Notice”).

(b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”). There shall be three (3) arbitrators. The complainant or complainants, on the one hand, and the respondent or respondents, on the other, shall each nominate one (1) arbitrator within thirty (30) days after the delivery of the Dispute Notice to the respondent(s). The appointment of party-nominated arbitrators shall be confirmed by the Centre. Both arbitrators shall agree on the third arbitrator within thirty (30) days of their confirmation by the Centre. Should either the complainant(s) or respondent(s) fail to appoint an arbitrator or should the two arbitrators fail within thirty (30) days to reach agreement on the third arbitrator, such arbitrator shall be appointed by the Secretary General of the Centre. At least the third arbitrator shall be literate in reading and understanding Chinese language.

(c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the UNCITRAL Arbitration Rules as administered by the Centre at the time of the arbitration. However, if such rules conflict with the provisions of this Clause 18, including the provisions concerning the appointment of arbitrators, the provisions of this Clause 18 shall prevail.

(d) The arbitrators shall decide any dispute submitted by the parties thereto strictly in accordance with the substantive law of Hong Kong and shall not apply any other substantive law.

(e) Each party hereto shall cooperate with any of the parties to the dispute in making full disclosure of and providing complete access to all information and documents requested by any of the parties to the dispute in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party.

(f) The costs of arbitration shall be borne by the losing party or parties, unless otherwise determined by the arbitration tribunal.

(g) When any dispute occurs and when any dispute is under arbitration, except for the matters in dispute the parties shall continue to fulfill their respective obligations and, to the extent not in dispute, shall be entitled to exercise their rights under this Warrant.

(h) The award of the arbitration tribunal shall be final and binding upon the parties to the dispute, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

21

(i) Any party to a dispute under this Clause 18 shall be entitled to seek injunctive relief from any court of competent jurisdiction pending the constitution of the arbitration tribunal.

22

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by XU Dong	)
for and on behalf of	)	/s/ Xu Dong
Jointly Gold Technologies Limited	)
in the presence of :	)
/s/
SIGNED by	)	/s/ Xu Dong
XU Dong	)
in the presence of :	)
/s/
SIGNED by XU Dong	)
for and on behalf of	)	/s/ Xu Dong
Noah Education Holdings Ltd.	)
in the presence of :	)
/s/

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by TANG Benguo	)
for and on behalf of	)
First Win Technologies Limited	)	/s/ TANG Benguo
in the presence of :	)
/s/
SIGNED by	)
TANG Benguo	)	/s/ TANG Benguo
in the presence of :	)
/s/

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by WANG Xiaotong	)
for and on behalf of	)
Global Wise Technologies Limited	)	/s/ WANG Xiaotong
in the presence of :	)
/s/
SIGNED by	)
WANG Xiaotong	)	/s/ WANG Xiaotong
in the presence of :	)
/s/

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by MA Li	)
for and on behalf of	)
Gallop Jumbo International Limited	)	/s/ MA Li
in the presence of :	)
/s/
SIGNED by	)
MA Li	)	/s/ MA Li
in the presence of :	)
/s/

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by XIAO Xianquan	)
for and on behalf of	)
Dynamic View Investments Limited	)	/s/ XIAO Xianquan
in the presence of :	)
/s/

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by	)
for and on behalf of	)	[Stamp of New Noah Technology (Shenzhen) Co., Ltd.]
New Noah Technology	)	/s/
(Shenzhen) Co. Ltd.	)
in the presence of :	)
/s/

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by	)
for and on behalf of	)	[Stamp of Innovative Noah Electronic (Shenzhen) Co., Ltd.]
Innovative Noah Electronic	)	/s/
(Shenzhen) Co. Ltd.	)
in the presence of :	)
/s/

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by	)
for and on behalf of	)	[Stamp of Bright Sound Electronic Co., Ltd.]
Bright Sound Electronic Co. Ltd.	)	/s/
in the presence of :	)
/s/

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by	)
for and on behalf of	)	[Stamp of Noah Education Technology (Shenzhen) Co., Ltd.]
Noah Education Technology	)	/s/
(Shenzhen) Co. Ltd.	)
in the presence of :	)
/s/

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by Julie Jones	)	/s/ Julie Jones
for and on behalf of	)
Baring Asia II Holdings	)
(22) Limited	)
in the presence of : Keith Hammond	)
/s/ Keith Hammond

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by	)
for and on behalf of	)
Lehman Brothers Commercial	)	/s/ Tan Ser Kiat
Corporation Asia Limited	)
in the presence of :	)
/s/ Vivian Wai Wan Chan

Signature Page of the Share Purchase Agreement

SCHEDULE 1

LIST OF ORDINARY SHARE SELLERS

Part A

Name	Ordinary Shares to be Sold	Sale Price (US$)
Jointly Gold Technologies Limited.	179,962	1,990,835.02
First Win Technologies Limited	119,974	1,327,215.97
Global Wise Technologies Limited	99,979	1,106,020.39
Gallop Jumbo International Limited	21,048	232,844.13
Dynamic View Investments Limited	31,013	343,082.24
Total:	451,976	4,999,997.75

Part B

Jointly Gold Technologies Ltd.
1.	Type of Entity:	limited liability company
2.	Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.	Date of Establishment:	February 20, 2004
4.	Place of Incorporation:	British Virgin Islands
5.	Authorized Capital:	US$ 50,000.00
6.	Directors:	XU Dong
First Win Technologies Ltd.
1.	Type of Entity:	limited liability company
2.	Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.	Date of Establishment:	March 5, 2004
4.	Place of Incorporation:	British Virgin Islands
5.	Authorized Capital:	US$ 50,000.00
6.	Directors:	TANG Benguo

Schedule 1

Global Wise Technologies Ltd.
1.	Type of Entity:	limited liability company
2.	Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.	Date of Establishment:	March 12, 2004
4.	Place of Incorporation:	British Virgin Islands
5.	Authorized Capital:	US$ 50,000.00
6.	Directors:	WANG Xiaotong
Gallop Jumbo International Limited
1.	Type of Entity:	limited liability company
2.	Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.	Date of Establishment:	January 20, 2004
4.	Place of Incorporation:	British Virgin Islands
5.	Authorized Capital:	US$ 50,000.00
	(2) Directors:	MA Li
Dynamic View Investments Limited
1.	Type of Entity:	limited liability company
2.	Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.	Date of Establishment:	March 10, 2004
4.	Place of Incorporation:	British Virgin Islands
5.	Authorized Capital:	US$ 50,000.00
6.	Directors:	XIAO Xianquan

Schedule 1

SCHEDULE 2

PARTICULARS OF THE COMPANY

1.	Registered Office:	the offices of Walkers SPV Limited, Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman Islands
2.	Date of Incorporation:	April 8, 2004
3.	CR Number:	WK-134538
4.	Place of Incorporation:	Cayman Islands
5.	Directors:	Elisa Gatti, Heidi de Vries, Xu Dong, Benguo Tang, Xiaotong Wang, Xin Xu, Tsang Kwong Yue Conrad, Xiao Xianquan, Barry John Buttifant
6.	Authorized Share Capital as at the date hereof:	US$50,000 divided into 5,000,000,000 shares of par value of US$0.0001 each of which 300,000,000 designated Ordinary Shares and 200,000,000 designated Series A Preference Shares.
7.	Authorized Share Capital as at the Completion Date:	US$50,000 divided into 5,000,000,000 shares of par value of US$0.0001 each of which 300,000,000 designated Ordinary Shares and 200,000,000 designated Series A Preference Shares.
8.	Issued Share Capital:	as per the Capitalization Table in Exhibit C.

Schedule 2

SCHEDULE 3

BVI EXISTING SHAREHOLDERS

1.	XU Dong
	Passport Number: G01452308
	Address: No. A4-4A, Cuihai Garden, Lianhua West Road, Futian District, Shenzhen City, PRC
2.	TANG Benguo
	Passport Number: G04339504
	Address: No. 2-2-2B, Xinghaimingcheng, Nanshan District, Shenzhen City, PRC
3.	WANG Xiaotong
	Passport Number: G04327510
	Address: No. A32A, Cuihai Garden, Zhuzilin, Futian District, Shenzhen City, PRC
	i)         MA Li
	Passport Number: PCHN 149754271
	Address: No. 1A, Shun Yuan Villa, Sichuan Province, PRC

Schedule 3

SCHEDULE 4

LIST OF WFOES

Noah Education Technology (Shenzhen) Co. Ltd.
1.	Type of Entity:	Wholly Foreign-owned Enterprise
2.	Legal Address:	No. 1002, 10th F, Building B, Tian’an Hi-tech Venture Park, Chegong Temple, Futian District, Shenzhen, PRC
3.	Date of Establishment:	March 29, 2006
4.	Place of Incorporation:	Shenzhen, China
5.	Registered Capital:	US$250,000
6.	Total Investment:	US$350,000
7.	Legal Representative:	Mr. XIAO Xianquan
Innovative Noah Electronic (Shenzhen) Co. Ltd.
1.	Type of Entity:	Wholly Foreign-owned Enterprise
2.	Legal Address:	10th F, Building B, Tian’an Hi-tech Venture Park, Shen South West Road, Futian District, Shenzhen, PRC
3.	Date of Establishment:	June 7, 2004
4.	Place of Incorporation:	Shenzhen, China
5.	Registered Capital:	US$ 5,000,000
6.	Total Investment:	US$12,500,000
7.	Legal Representative:	Mr. XU Dong
New Noah Technology (Shenzhen) Co. Ltd.
1.	Type of Entity:	Wholly Foreign-owned Enterprise

Schedule 4

2.	Legal Address:	East 6th F, Building 303, Industrial Area, Chegong Temple, Futian District, Shenzhen, PRC
3.	Date of Establishment:	November 23, 2003
4.	Place of Incorporation:	Shenzhen, China
5.	Registered Capital:	RMB 10,000,000
6.	Total Investment:	RMB 14,280,000
7.	Legal Representative:	Mr. Xu Dong
Bright Sound Electronic (Shenzhen) Co. Ltd.
1.	Type of Entity:	Wholly Foreign-owned Enterprise
2.	Legal Address:	No. 601, East 6th F, Building 303, Industrial Area, Chegong Temple, Futian District, Shenzhen, PRC
3.	Date of Establishment:	July 4, 2006
4.	Place of Incorporation:	Shenzhen, China
5.	Registered Capital:	US$ 150,000
6.	Total Investment:	US$150,000
7.	Legal Representative:	Mr. XU Baolin

Schedule 4

SCHEDULE 5

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE WARRANTORS

Each of the Warrantors jointly and severally represents and warrants to the Purchaser that, except as set forth in the Schedule of Exceptions (“Schedule of Exceptions”) attached to this Agreement as Exhibit A (which Schedule of Exceptions shall be deemed to be representations and warranties to the Purchaser), the statements in this Schedule 4 are all true, correct and complete.

In this Schedule, any reference to a party’s “knowledge” means such party’s actual knowledge of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.

1. Organization, Good Standing and Qualification. Each of the Company and the WFOEs is duly organized, validly existing and in good standing under, and by virtue of, the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. Each of the Company and the WFOEs is qualified to do business (including but not limited to the Business) and is in good standing in each jurisdiction where failure to be so qualified would have a material adverse effect on its financial condition, business or operations. No order has been made or petition presented or resolution passed for the winding up, liquidation or dissolution of any of the Company and the WFOEs and no distress, execution or other process has been levied on assets of any of the Company and the WFOEs.

2. Capitalization. The information set out in Schedules 1 to 4 and in the Capitalization Table of the Company attached hereto as Exhibit C is true, correct and complete. Except as set out therein, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase or be issued or allotted with any of the shares of the Company. As of the date hereof, the Company has a total of 14,734,423 Ordinary Shares issued and outstanding on a fully-diluted and as-converted basis.

3. Subsidiaries. Except for its ownership of the entire registered capital of the WFOEs, the Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity, on or before Completion.

4. Due Authorization. All corporate action on the part of each of the Company and the WFOEs, and its officers, directors and shareholders necessary for the authorization, execution and delivery of, and the performance of all obligations under this Agreement has been taken or will be taken prior to the Completion. This Agreement

Schedule 5

is a valid and binding obligation of the parties thereto enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

5. Liabilities. Prior to and upon the Completion, there are no liabilities or obligations (including without limitation liabilities under guarantees or indemnities or other contingent liabilities) which have been assumed or incurred, or agreed to be assumed or incurred, by any of the Company and the WFOEs, other than account payables in the ordinary course of business. None of the Company or the WFOEs is a party to or is liable (including, without limitation, contingently) under any guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person’s obligation. None of the Company or the WFOEs has any indebtedness for borrowed money that it has directly or indirectly created, incurred, assumed, or guaranteed, or for which any of them has otherwise become directly or indirectly liable.

6. Title to Properties and Assets.

(a) Properties Assets. Each of the Company and the WFOEs has good and marketable title to its properties and assets owned by it (“Proprietary Assets”, which includes the Intellectual Property) held in each case subject to no mortgage, pledge, lien, encumbrance, security interest or charge of any kind. With respect to the property and assets it leases, each of the Company and the WFOEs is in compliance with such leases and except as disclosed in Exhibit A each of the Company and the WFOEs holds valid leasehold interests in such assets free of any liens, encumbrances, security interests or claims of any party other than the lessors of such property and assets.

(b) Intellectual Properties. Except for the Intellectual Property stipulated in Exhibit B, neither the Company nor any of the WFOEs nor their respective subsidiary or affiliate owns any Intellectual Properties which has a material effect on the Business of the Company that has not been disclosed to parties hereof.

7. Status of Proprietary Assets.

(a) Ownership. Each of the Company and the WFOEs has full title and ownership of, or has license to, all assets necessary to enable it to carry on the Business without any conflict with or infringement of the rights of others. To the best knowledge of the Company and the WFOEs, no third party has any ownership right, title, interest, claim in or lien on any Proprietary Assets of the Company or the WFOEs. Each of the Company and the WFOEs has taken all steps reasonably necessary to preserve its legal rights in, and the secrecy of, all its Proprietary Assets, except those for which disclosure is required for legitimate business or legal reasons.

Schedule 5

(b) Licenses; Other Agreements. Except for options or licenses that were granted in the ordinary course of business consistent with past practice, none of the Company or the WFOEs has granted, and there are not outstanding, any options or licenses of any kind relating to any of its Proprietary Assets, nor is any of the Company or the WFOEs bound by or a party to any option or license of any kind with respect to any of its Proprietary Assets which would reasonably be expected to have a Material Adverse Effect on the Company. Except for royalties or payments incurred in the ordinary course of business consistent with past practice, none of the Company or the WFOEs is obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any Proprietary Asset or any other property or rights.

(c) No Infringement. The Intellectual Property (including any software) used or developed or planned to be used or under development by any of the Company or the WFOEs do not, and are not likely to (to the knowledge of the Company and the WFOEs), infringe any intellectual property right of any other person, and all licences to any of the Company or the WFOEs in respect of any Intellectual Property are in full force and effect and no party to an agreement relating to the use by any of the Company or the WFOEs of intellectual property of another person is, or has at any time been, in breach of that agreement, except as disclosed in Exhibit A attached hereto. None of the Intellectual Property registered or alleged to be owned by any of the Company or the WFOEs has been wrongfully or unlawfully acquired by any of the Company or the WFOEs. All the Intellectual Property registered or owned by any of the Company or the WFOEs and the validity or subsistence of right, title and interest of any of the Company or the WFOEs therein, is not the subject of any current, pending or, to the knowledge of the Company, threatened challenge, claim or proceedings, including without limitation opposition, cancellation, revocation or rectification, and has not during the period of one year prior to Completion been the subject of any challenge, claim or proceeding, and, to the knowledge of the Company, there are no facts or matters which might give rise to any such challenge, claim or proceedings.

(d) No Breach by Employee. No employee or, to the knowledge of the Company, consultant of any of the Company or the WFOEs is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for such company or to promote the interests of such company or that would conflict with its business as proposed to be conducted. To the reasonable knowledge of the Company and the WFOEs, the carrying on of the business of each of the Company and the WFOEs by the employees and contractors of such company and the conduct of its business as presently proposed, does not conflict with or result in a breach

Schedule 5

of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees or contractors of such company is now obligated. To the best knowledge of the Company and the WFOEs, at no time during the conception of or reduction of any Intellectual Property of the Company and the WFOEs to practice was any developer, inventor or other contributor to such Intellectual Property operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the rights of any of the Company and the WFOEs in such Intellectual Property.

(e) Computer System. Except as disclosed in Exhibit A, none of the records, systems, data or information of any of the Company and the WFOEs is recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held (including, without limitation, an electronic, mechanical or photographic process computerised or not) which are not under the exclusive ownership and direct control of the Company and the WFOEs.

7. No Disclosure. To its reasonable knowledge, none of the Company or the WFOEs has (otherwise than in the ordinary and normal course of business) disclosed, or permitted to be disclosed, or undertaken or arranged to disclose, to any person other than its shareholders and the Purchaser any of its know-how, trade secrets, confidential information, price lists or lists of customers or suppliers.

(g) Protective Measures. Each of the Company and the WFOEs has taken reasonable and appropriate steps to keep confidential material technical information developed by or belonging to it, which has not been patented or copyrighted. Each of the Company and the WFOEs has taken commercially reasonable steps to preserve and protect all Intellectual Property rights registered or owned by it, including without limitation registration and the full payment of all renewal fees for the registration of such Intellectual Property.

8. Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any of the Company or the WFOEs is a party or by which it is bound that are (i) material and related to the conduct and operations of its business and properties; (ii) material and involve any of the officers, consultants, directors, employees or shareholders of any of the Company or the WFOEs; or (iii) obligate any of the Company or the WFOEs to share, license or develop any product or technology have been made available for inspection by the Purchaser and its counsel. For purposes of this Section 8, “material” shall mean any agreement, contract, indebtedness, liability, arrangement or other obligation either: (i) having an aggregate value, cost or amount in excess of US$50,000 within a 12 month period or (ii) not terminable upon ninety (90) days’ notice without incurring any penalty or obligation.

Schedule 5

9. Litigation. Except as described in Exhibit A, there is no action, suit, proceeding, claim, arbitration or investigation (“Action”) pending (or, to the best knowledge of the Company and the WFOEs currently threatened) against any of the Company or the WFOEs, the activities, properties or assets of any of the Company or the WFOEs or, to the best knowledge of the Company and the WFOEs, against any officer, director or employee of any of the Company or the WFOEs in connection with such officer’s, director’s or employee’s relationship with, or actions taken on behalf of any of the Company or the WFOEs. To the best knowledge of the Company and the WFOEs, there is no factual or legal basis for any such Action that would reasonably be expected to result in a Material Adverse Effect. By way of example but not by way of limitation, there are no Actions pending or, to the best knowledge of the Company and the WFOEs, threatened (or any basis therefor) relating to the prior employment of any employees or consultants of any of the Company or the WFOEs, their use in connection with the business of any of the Company or the WFOEs of any information, technology or techniques allegedly proprietary to any of their former employers, clients or other parties, or their obligations under any agreements with prior employers, clients or other parties that would reasonably be expected to result in a Material Adverse Effect. None of the Company or the WFOEs is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality and there is no Action by any of the Company or the WFOEs currently pending or which it intends to initiate, except as disclosed in Exhibit A attached hereto.

10. Governmental Consents. All consents, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority (“Governmental Authorizations”) on the part of each of the Company and the WFOEs required in connection with the consummation of the transactions contemplated herein and for the conduct and operation of the Business shall have been obtained prior to and be effective as of the Completion.

11. Compliance with Other Instruments. None of the Companies or the WFOEs is in any violation, breach or default of any term of its constitutional documents which may include, as applicable, memoranda and articles of association, feasibility studies and the like (the “Constitutional Documents”), or in any material respect of any term or provision of any material mortgage, indenture, contract, agreement or instrument to which any of the Company or the WFOEs is a party or by which it is bound (the “ Company Contracts”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon any of the Company or the WFOEs. The execution, delivery and performance of and compliance with this Agreement and the consummation of the transactions contemplated hereby does not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Constitutional Documents of any of the Company or the WFOEs, or any Company

Schedule 5

Contract or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any of the Company or the WFOEs except for such defaults under Company Contracts that would not adversely affect the ability of the Company or the WFOEs to carry out their obligations under, and to consummate the transactions contemplated by, this Agreement.

12. Registration Rights. Except as provided in the Amended and Restated Shareholders’ Agreement, the Company has not granted or agreed to grant any person or entity any registration rights (including piggyback registration rights).

13. Financial Statements. Attached hereto as Exhibit D are copies of the (i) unaudited combined financial statements of the Company and the WFOEs (and the notes and schedules thereto) as of and for the years ended December 31, 2004 and 2005 and (ii) unaudited combined financial statements of the Company and the WFOEs for the six-month period ended June 30, 2006. Such financial statements are collectively referred to herein as the “Financial Statements.” For the purposes of this Agreement, the unaudited consolidated balance sheet of the Company, which is included in the Financial Statements, as of June 30, 2006, is referred to as the “Balance Sheet” and June 30, 2006 is referred to as the “Balance Sheet Date”. Such Financial Statements (a) are in accordance with the books and records of the Company and the WFOEs, (b) are true, correct and complete and present fairly the financial condition of the Company and the WFOEs at the date or dates therein indicated and the results of operations for the period or periods therein specified, and (c) have been prepared in accordance with generally accepted IFRS principles applied on a consistent basis. Specifically, but not by way of limitation, the respective balance sheets of the Financial Statements disclose all material debts, liabilities and obligations of any nature of the Company and the WFOEs, whether due or to become due, as of their respective dates (including, without limitation, absolute liabilities, accrued liabilities, disputed liabilities and contingent liabilities) to the extent such debts, liabilities and obligations are required to be disclosed in accordance with generally accepted accounting principles. Each of the Company and the WFOEs has good and marketable title to all assets set forth on the balance sheet of the Financial Statements, except for such assets as have been spent, sold or transferred in the ordinary course of business since their respective dates.

The Company’s 2006 Audited Annual Net Income will be no less than US$10.8 million.

14. Certain Actions. Since the Balance Sheet Date, none of the Company or the WFOEs has: (a) except as otherwise disclosed in Exhibit A attached hereto declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital share or any other equity interest; (b) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$500,000 or in excess of US$1,000,000 in the aggregate; (c) made any

Schedule 5

loans or advances to any person, other than ordinary advances for travel expenses; (d) sold, exchanged or otherwise disposed of any material assets or rights other than in the ordinary course of its business; or (e) entered into any transactions with any of its officers, directors or employees or any entity controlled by any of such individuals.

15. Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to each of the Company and the WFOEs, there has not been:

(a) to the best knowledge of the Company and the WFOEs, any damage, destruction or loss, whether or not covered by insurance that has had or would reasonably be expected to have a Material Adverse Effect;

(b) any waiver by the company of a valuable right or of a material debt owed to it;

(c) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of the company;

(d) any material change or amendment to a material contract or arrangement by which the company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement;

(e) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director not approved by the directors;

(f) any resignation or termination of any key officers;

(g) except as otherwise disclosed in Exhibit A attached hereto any declaration or payment of any dividend or other distribution of the assets;

(h) any sale, assignment or transfer of any Proprietary Assets or other intangible assets of the company other than in the ordinary and usual course of the Business;

(i) any debt, obligation, or liability incurred, assumed or guaranteed by the company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; or

(j) any other event or condition of any character which would materially and adversely affect the assets, properties, financial condition, operating results or business of the Company.

16. Tax Matters.

(a) Tax Liabilities. Prior to and upon the Completion, none of the Company or the WFOEs has any tax liabilities from tax-related outstanding litigation, or administrative penalty. The provisions for taxes in the Financial Statements are sufficient for the payment of all accrued and unpaid applicable taxes of the Company and the WFOEs, whether or not assessed or disputed as of the date of such balance sheet. There have been no examinations or audits of any tax returns or reports by any applicable governmental agency. Each of the Company and the WFOEs has duly filed all tax returns required to have been filed by it and paid all taxes shown to be due on such returns. There are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

Schedule 5

(b) Controlled Foreign Corporation. None of the Company and the WFOEs is nor will become, as a result of the transactions contemplated herein a “controlled foreign corporation”, as defined in the Internal Revenue Code of 1986, as amended (the “Code”).

(c) Passive Foreign Investment Company. Although not free from doubt, the Company does not expect that the Company will be a “passive foreign investment company” (“PFIC”) as defined in the Code, for the current taxable year, and the Company does not expect to conduct its business in a manner that would reasonably be expected to result in the Company becoming a PFIC in the foreseeable future under current laws and regulations.

(d) Classification for U.S. Tax Purposes. Each of the Company and the WFOEs is treated as a corporation for U.S. federal income tax purposes.

17. Related Party Matters.

(a) Related Party Transactions. No officer or director of any of the Company or the WFOEs or any Associate of any such person has, either directly or indirectly, a material interest in: (a) any person or entity which purchases from or sells, licenses or furnishes to any of the Company or the WFOEs any goods, property, technology, intellectual or other property rights or services; or (b) any contract or agreement (other than his or her employment or service agreement with any of the Company or the WFOEs) to which any of the Company or the WFOEs is a party or by which it may be bound or affected. No officer or director of any of the Company or the WFOEs or any Associate of any such person has any employment or service agreement with any of the Company or the WFOEs which provides for an annual remuneration of more than US$100,000.00 per annum.

(b) No Competing Business Interest. The Company or the WFOEs or their respective Associate do not have any rights or interests, directly or indirectly, in any businesses other than those now carried on by any of the Company or the WFOEs and their respective subsidiaries which are or are likely to be, or

Schedule 5

become, competitive with the businesses of the Company or the WFOEs and in respect of which any such person, with its Associates, holds, and is beneficially interested in, less than 5% of any securities in that company.

18. Share Restriction Agreements. Each person who, pursuant to any benefit, bonus or incentive plan of any of the Company or the WFOEs, holds any issued ordinary shares or other securities of any of the Company or the WFOEs or any option, warrant or right to acquire such shares or other securities, has entered into or is otherwise bound by, an agreement granting the relevant company (a) the right to repurchase the shares for the original purchase price, or to cancel the option, warrant or right, in the event the holder’s employment or services with the relevant company terminate for any reason, subject to release of such repurchase or cancellation right on terms and conditions specified by the relevant company, and (b) a right of first refusal with respect to all such shares. The Company has furnished to the Purchaser true and complete copies of the forms of all such share restriction agreements.

19. Power of Attorney. None of the Company or the WFOEs has granted any power of attorney or similar power or authorization to any person (including any director or shareholder), other than in the ordinary course of its business.

20. Compliance with Law

(a) To the reasonable knowledge of the Company and the WFOEs, none of the Company or the WFOEs nor any of their respective directors, employees, officers, consultants or agents has committed any criminal offence or any breach of the requirements or conditions of any statute, treaty, legislation, regulation, bye-law or other obligation relating to any of the Company or the WFOEs or the carrying on of the Business. Each of the Company or the WFOEs has obtained all approvals, licenses, registrations, and consents necessary to own its assets and for the carrying on of its business as it now carries on and all such approvals, licenses, registrations and consents are valid and subsisting.

(b) None of the Company or the WFOEs is the subject of any investigation or inquiry by any governmental or regulatory bodies and to the best knowledge of the Company and the WFOEs there are no facts which are likely to give rise to such investigation or inquiry.

Schedule 5

SCHEDULE 6

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE ORDINARY SHARE SELLERS

Each of the Ordinary Share Sellers hereof severally but not jointly represents and warrants to the Purchaser that, except as set forth in the Schedule of Exceptions attached to this Agreement as Exhibit A (which Schedule of Exceptions shall be deemed to be representations and warranties to the Purchaser) or otherwise disclosed to the Purchaser, the statements in this Schedule 6 are all true, correct and complete.

In this Schedule, any reference to a party’s “knowledge” means such party’s actual knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.

1. Such Ordinary Share Seller has duly executed and delivered this Agreement and on the Completion Date will have duly executed and delivered the other Transaction Documents to which it shall be a party. This Agreement constitutes, and each such Transaction Document, when so executed and delivered, will constitute the legal, valid and binding obligation of such Ordinary Share Seller enforceable against it in accordance with its respective terms except as enforcement thereof may be subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

2. Such Ordinary Share Seller owns the Selling Ordinary Shares set forth opposite its name in Schedule 1 of this Agreement free and clear of any Liens. Upon the delivery of and payment for such Ordinary Share Seller’s Selling Ordinary Shares at the Closing as provided for in this Agreement, the Purchaser will acquire good and valid title to such Ordinary Share Seller’s Selling Ordinary Shares, free and clear of any Lien other than any Lien created by the Purchaser.

3. Immediately prior to the Completion Date, each share of such Ordinary Share Seller’s Selling Ordinary Shares has been duly authorized and validly issued and is fully paid and nonassessable.

4. Except for this Agreement, no subscriptions, options, warrants, conversion or other rights, agreements, commitments, arrangements or understandings of any kind obligating such Ordinary Share Seller, contingently or otherwise, to issue or sell, or cause to be issued or sold, any shares of capital stock of any class of each of the Company or the WFOEs, or any securities convertible into or exchangeable for any such shares, are outstanding, and no authorization therefor has been given. There are no outstanding contractual or other rights or obligations to or of such Ordinary Share Seller to repurchase, redeem or otherwise acquire any outstanding shares or other equity interests of each of the Company and the WFOEs.

Schedule 6

5. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Ordinary Share Seller thereto, and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), create in any other person a right or claim of termination, amendment, or require modification, acceleration or cancellation of, or result in the creation of any Lien (or any obligation to create any Lien) (other than the Liens as contemplated by the Transaction Documents) upon any of the properties or assets of such Ordinary Share Seller or each of the Company and the WFOEs under, (a) to the knowledge of such Ordinary Share Seller any law applicable to such Ordinary Share Seller or any of its respective properties or assets, or (b) any contract, or any other agreement or instrument to which such Ordinary Share Seller is a party or by which any of its respective properties or assets may be bound, except for violations and defaults that, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect with respect to such Ordinary Share Seller, or to materially impair the ability of such Ordinary Share Seller to perform its respective obligations hereunder and under the other Transaction Documents.

Schedule 6

SCHEDULE 7

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PREFERENCE SHARE SELLER

The Preference Share Seller hereof severally but not jointly represents and warrants to the Purchaser that, except as set forth in the Schedule of Exceptions attached to this Agreement as Exhibit A (which Schedule of Exceptions shall be deemed to be representations and warranties to the Purchaser) or otherwise disclosed to the Purchaser, the statements in this Schedule 7 are all true, correct and complete.

In this Schedule, any reference to the Preference Share Seller’s “knowledge” in Clauses 1 through 5 means the Preference Share Seller’s actual knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question. With respect to Clauses 6, 7, 8 and 9, the Preference Share Seller’s representations and warranties hereunder are qualified by the actual knowledge of its officers and other employees reasonably believed to have knowledge of the maters in question, as of the date hereof and as the date of Completion, as applicable.

1. Such Preference Share Seller has duly executed and delivered this Agreement and on the Completion Date will have duly executed and delivered the other Transaction Documents to which it shall be a party. This Agreement constitutes, and each such Transaction Document, when so executed and delivered, will constitute the legal, valid and binding obligation of such Preference Share Seller enforceable against it in accordance with its respective terms except as enforcement thereof may be subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

2. Such Preference Share Seller owns the Selling Preference Shares set forth in Clause 3.2 of this Agreement, free and clear of any Liens. Upon the delivery of and payment for such Preference Share Seller’s Selling Preference Shares at the Closing as provided for in this Agreement, the Purchaser will acquire good and valid title to such Preference Share Seller’s Selling Preference Shares, free and clear of any Lien other than any Lien created by the Purchaser.

3. Immediately prior to the Completion Date, each share of such Preference Share Seller’s Selling Preference Shares has been duly authorized and validly issued and is fully paid and nonassessable.

4. Except for this Agreement, no subscriptions, options, warrants, conversion or other rights, agreements, commitments, arrangements or understandings of any kind obligating such Preference Share Seller, contingently or otherwise, to issue or sell, or cause to be issued or sold, any shares of capital stock of any class of each of the Company or the WFOEs, or any securities convertible into or exchangeable for any such shares, are outstanding, and no authorization therefor has been given. There are no outstanding contractual or other rights or obligations to or of such Preference Share Seller to repurchase, redeem or otherwise acquire any outstanding shares or other equity interests of each of the Company and the WFOEs.

Schedule 7

5. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Preference Share Seller thereto, and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), create in any other person a right or claim of termination, amendment, or require modification, acceleration or cancellation of, or result in the creation of any Lien (or any obligation to create any Lien) (other than the Liens as contemplated by the Transaction Documents) upon any of the properties or assets of such Preference Share Seller under, (a) to the knowledge of such Preference Share Seller any law applicable to such Preference Share Seller or any of its respective properties or assets, or (b) any contract, or any other agreement or instrument to which such Preference Share Seller is a party or by which any of its respective properties or assets may be bound, except for violations and defaults that, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect with respect to such Preference Share Seller, or to materially impair the ability of such Preference Share Seller to perform its respective obligations hereunder and under the other Transaction Documents.

6. Each of the Company and the WFOEs is duly organized, validly existing and in good standing under, and by virtue of, the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. Each of the Company and the WFOEs is qualified to do business (including but not limited to the Business) and is in good standing in each jurisdiction where failure to be so qualified would have a material adverse effect on its financial condition, business or operations. No order has been made or petition presented or resolution passed for the winding up, liquidation or dissolution of any of the Company and the WFOEs and no distress, execution or other process has been levied on assets of any of the Company and the WFOEs.

7. The information set out in Schedules 1 to 4 and in the Capitalization Table of the Company attached hereto as Exhibit C is true, correct and complete. Except as set out therein, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase or be issued or allotted with any of the shares of the Company. As of the date hereof, the Company has a total of 14,734,423 Ordinary Shares issued and outstanding on a fully-diluted and as-converted basis.

8. Except for its ownership of the entire registered capital of the WFOEs, the Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity, on or before Completion.

9. All corporate action on the part of each of the Company and the WFOEs, and its officers, directors and shareholders necessary for the authorization, execution and delivery of, and

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the performance of all obligations under this Agreement has been taken or will be taken prior to the Completion. This Agreement is a valid and binding obligation of the parties thereto enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Schedule 7

SCHEDULE 8

FORM OF AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

[Please refer to Exhibit 4.7]

SCHEDULE 9

FORM OF WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY OTHER SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR RESOLD EXCEPT, AS PERMITTED UNDER THE ACT AND OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDER SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

WARRANT TO PURCHASE

ORDINARY SHARES

OF

NOAH EDUCATION HOLDINGS LTD.

This Warrant (the “Warrant”), dated March 16, 2007, is issued to Lehman Brothers Commercial Corporation Asia Limited (the “Holder”), by NOAH EDUCATION HOLDINGS LTD., an exempted company organized under the laws of the Cayman Islands (the “Company”) in consideration of the Holder’s purchase of certain Ordinary Shares and Series A Preferred Shares of the Company pursuant to that certain Share Purchase Agreement, dated as of March 7, 2007 (the “Purchase Agreement”), by and among the Company, the Holder and certain other selling parties named therein, as well as for other valuable consideration, the adequacy and sufficiency of which is hereby acknowledged by the Company. Capitalized terms not otherwise defined in this Warrant shall have the meanings attributed to them in the Purchase Agreement.

1. Purchase Shares. Subject to the terms and conditions hereinafter set forth, the Holder is hereby entitled to purchase from the Company up to such number of newly issued Ordinary Shares of the Company, free and clear of all liens and encumbrances (the “Warrant Shares”) that is equal to (i) US$7,500,000 divided by (ii) the Exercise Price (as defined below), rounded up to the nearest whole number.

2. Exercise Price. The per Ordinary Share purchase price of the Warrant Shares shall equal, following an IPO (as defined below), (i) if the American Depositary Shares (“ADSs”) of the Company are traded on the New York Stock Exchange, NASDAQ Global Market or any other recognized national stock exchange of the U.S., the higher of (x) the average market closing price of such ADSs for the twenty consecutive trading days immediately prior to the Exercise Effective Date (as defined below), divided by the number of the Company’s Ordinary Shares representing each ADS, and rounded to the nearest US$0.001, and (y) the par value of such Ordinary Shares; and (ii) if the Company’s Ordinary Shares are listed on any international stock exchange, the higher of the average market closing price of the Company’s Ordinary Shares for the twenty consecutive trading days immediately prior to the Exercise Effective Date, rounded to the nearest US$0.001, and (y) the par value of such Ordinary Shares (such per Ordinary Share price, as adjusted from time to time pursuant to Section 9 hereof, the “Exercise Price”).

Notwithstanding the foregoing, if at any time from the twenty-first trading day prior to the Exercise Effective Date to the Exercise Effective Date (the “Pricing Window”), the Company undertakes any action that would have resulted in an adjustment of the Exercise Price pursuant to any of the clauses (i) to (vii) of Section 9 hereunder if it had occurred during the Exercise Period, the Exercise Price shall instead equal (i) if the ADSs of the Company are traded on the New York Stock Exchange, NASDAQ Global Market or any other recognized national stock exchange of the U.S., the average market closing price of such ADSs for the consecutive trading days starting from the trading day immediately after the date on which such action was last undertaken within the Pricing Window, and ending on the trading day immediately prior to the Exercise Effective Date, divided by the number of the Company’s Ordinary Shares representing each ADS, and rounded to the nearest US$0.001; and (ii) if the Company’s Ordinary Shares are listed on any international stock exchange, the average market closing price of such Ordinary Shares for the consecutive trading days starting from the trading day immediately after the date on which such action was last undertaken within the Pricing Window, and ending on the trading day immediately prior to the Exercise Effective Date, rounded to the nearest US$0.001.

3. Exercise Period. This Warrant shall be exercisable, in whole but not in part, at any time during the period commencing on the date that is six (6) months following the IPO Date (such date, the “Exercise Effective Date”), and ending on the one-year anniversary of the Exercise Effective Date (such period, the “Exercise Period”). The “IPO Date” shall be the date of occurrence of a listing of the Company’s Ordinary Shares (or ADSs, as applicable) on the Hong Kong Stock Exchange (either on the Main Board or on the Growth Enterprise Market), on the primary stock exchange in Singapore or London, on the New York Stock Exchange or NASDAQ Global Market in the U.S. (in each case, including any successor thereto), or on any other stock exchange (an “IPO”; such stock exchange or market, the “Stock Exchange”).

4. Reservation of Shares. The Company hereby covenants and agrees that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant a sufficient number of authorized Ordinary Shares of the Company or such other share capital of the Company as may be issuable upon exercise of this Warrant. All such shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and nonassessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions, other than those restrictions imposed by the United States Securities Act of 1933 (as amended) or any comparable securities law or regulation in a jurisdiction other than the United States, and free and clear of all preemptive and similar rights, other than those imposed by the Amended and Restated Shareholders’ Agreement and the Amended and Restated Memorandum and Articles of Association, as applicable. The Company will take all such action as may be necessary to assure that such Ordinary Shares may be issued as provided herein without violation of any applicable law or regulation.

5. Method of Exercise; Expenses. While this Warrant remains outstanding and exercisable in accordance with Section 3 above, the Holder may at any time exercise, in whole but not in part, the purchase rights evidenced hereby with respect to the Warrant Shares (but not a fraction of a share). The Company agrees that the Ordinary Shares to be purchased pursuant to this Warrant shall be issued to the Holder (or to the nominee of the Holder) as the record owner of such shares as of the close of business on the date on which this Warrant shall have been exercised and the Holder entered on the register of members in respect of such shares. The Company shall provide to the Holder a true copy of the updated register of members of the Company reflecting such transfer and register, as soon as possible following the date of exercise of this Warrant, but in any event within three (3) business days of the date of exercise of this Warrant. Such exercise shall be effected by:

(a) the surrender of the Warrant, together with a duly executed copy of a Notice of Exercise in the form attached hereto, to the Company at its principal offices; and

(b) the payment to the Company of an amount equal to the (x) Exercise Price multiplied by (y) the number of Warrant Shares being purchased, in cash, by wire transfer, by check or by cancellation by the Holder of indebtedness or other obligations of the Company to the Holder, subject to the entry of such shares in the register of members of the Company, which the Company shall undertake to do immediately upon presentation of the Notice of Exercise.

6. Net Exercise. Notwithstanding any provisions herein to the contrary, in lieu of exercising this Warrant for cash, by surrender of the Warrant (together with a duly executed copy of a Notice of Exercise in the form attached hereto) to the Company at its principal offices, the Holder may elect to receive such reduced number of Ordinary Shares equal to the value (as defined below) of this Warrant, in which event the Company shall issue to the holder hereof the number of Ordinary Shares computed using the following formula:

X = Y (A-B)

  A

Where:	X = The number of Ordinary Shares to be issued to the Holder;
	Y = The number of Ordinary Shares issuable under the Warrant (at the date of such calculation);
	A = The fair market value of one Ordinary Share (at the date of such calculation); and
	B = The Exercise Price (as adjusted to the date of such calculation).

For purposes of this Section 6, the fair market value of one Ordinary Share as of a particular date shall equal the average of the closing prices of the securities listed on the relevant securities exchange or the Nasdaq Global Market over the ten (10) calendar day

period ending three (3) calendar days prior to the date the Holder delivers the applicable Notice of Exercise, as adjusted to take into account the number of Ordinary Shares that one listed security represent.

7. Certificates for Warrant Shares. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Warrant Shares so purchased shall be issued at the Company’s expense as soon as practicable thereafter (with appropriate restrictive legends, if applicable), and in any event within seven (7) days of the delivery of the Notice of Exercise. Each share certificate so delivered shall be in such denomination of Ordinary Shares as may be requested by the Holder hereof and shall be issued in the name of such Holder or in the name of the Holder’s nominee.

8. Validity of Warrant. This Warrant is a legally valid and binding obligation of the Company. The issuance of this Warrant and the issuance of the Warrant Shares do not and will not violate any agreements to which the Company is, or at the time of issuance will be, a party.

9. Adjustments to the Exercise Price

The Exercise Price shall be subject to adjustment as follows:

(i) If, during the Exercise Period, the Company shall (a) declare a dividend in, or make a free distribution of, Shares (as defined hereunder) or Ordinary Shares, (b) subdivide its outstanding Ordinary Shares, (c) consolidate its outstanding Ordinary Shares into a smaller number of Ordinary Shares, or (d) re-classify any of its Ordinary Shares into other securities of the Company, then the Exercise Price shall be appropriately adjusted so that the holder of this Warrant, the exercise date in respect of which occurs after the coming into effect of the adjustment described in this paragraph (i), shall be entitled to receive the number of Ordinary Shares and/or Shares and/or other securities of the Company which he would have held or have been entitled to receive after the happening of any of the events described above had this Warrant been exercised immediately prior to the happening of such event (or, if the Company has fixed a prior record date for the determination of shareholders entitled to receive any such dividend or free distribution of Ordinary Shares or other securities issued upon any such sub-division, consolidation or re-classification, immediately prior to such record date), but without prejudice to the effect of any other adjustment to the Exercise Price made with effect from the date of the happening of such event (or such record date) or any time thereafter. An adjustment made pursuant to this paragraph (i) shall become effective immediately on the relevant event referred to above becoming effective or, if a record date is fixed, immediately after the record date, provided, that in the case of a dividend in, or a free distribution of, Ordinary Shares which must, under applicable law, be submitted for approval to a general meeting of shareholders or to a meeting of the Board of Directors of the Company before being legally paid or made, and which is so approved after the record date fixed for the determination of shareholders entitled to receive such dividend or distribution, such adjustment shall, immediately upon such approval being given

by such meeting, become effective retroactively to immediately after such record date. For the avoidance of doubt if the Company shall declare a Differential Dividend (as defined hereunder) in the form of Ordinary Shares the adjustment made hereunder shall be based on the largest dividend per Ordinary Share, as the case may be, that is declared.

If the Company shall declare a dividend in, or authorize a free distribution of, Ordinary Shares which dividend or distribution is to be paid or made to shareholders as of a record date which is also:

(aa) the record date for the issue of any rights or warrants which requires an adjustment of the Exercise Price pursuant to paragraph (ii) or (iii) below;

(bb) the day immediately prior to the date of issue of any securities convertible into or exchangeable for Ordinary Shares which requires an adjustment of the Exercise Price pursuant to paragraph (v) below;

(cc) the day immediately prior to the date of issue of any Ordinary Shares which requires an adjustment of the Exercise Price pursuant to paragraph (vi) below; or

(dd) the day immediately prior to the date of issue of any rights or warrants which requires an adjustment of the Exercise Price pursuant to paragraph (vii) below,

then (except where such dividend or free distribution gives rise to a retroactive adjustment of the Exercise Price under this paragraph (i)) no adjustment of the Exercise Price in respect of such dividend or free distribution shall be made under this paragraph (i), but in lieu thereof an adjustment shall be made under paragraph (ii), (iii), (v), (vi) or (vii), as the case may be, by including in the denominator of the fraction described therein the aggregate number of Shares or (as the case may be) Ordinary Shares to be delivered pursuant to such dividend or free distribution.

“Differential Dividend” means a dividend declared by the Company where the amount of dividend per Ordinary Share received by a shareholder depends upon whether the shareholder has agreed to accept a reduced dividend.

“Shares” means, Ordinary Shares, non-voting shares of the Company and shares of any other class or classes resulting from any sub-division, consolidation or re-classification thereof.

(ii) If , during the Exercise Period, the Company shall grant, issue or offer to the holders of Ordinary Shares rights or warrants entitling them to subscribe for or purchase Ordinary Shares, at a consideration per Ordinary Share receivable by the Company (determined as aforesaid) which is fixed after the record date mentioned below and is less than the current market price per Ordinary Share (as defined as

61

aforesaid) on the date the Company fixes the said consideration, then the Exercise Price in effect on the date the Company fixes the said consideration shall be adjusted in accordance with the following formula:

where:
NSP	=	the Exercise Price after such adjustment.
OSP	=	the Exercise Price before such adjustment.
N	=	the number of Shares and Ordinary Shares outstanding (having regard to paragraph (x) below) at the close of business on the date the Company fixes the said consideration.
n	=	the number of Shares and/or Ordinary Shares initially to be issued upon exercise of such rights or warrants at the said consideration.
v	=	the number of Shares and/or Ordinary Shares which the aggregate consideration receivable by the Company (determined as provided in paragraph (ix) below) would purchase at such current market price per Share and/or Ordinary Share specified above.

Such adjustment shall become effective immediately after the Company fixes the said consideration but retroactively to immediately after the record date for the said determination.

If, in connection with a grant, issue or offer to the holders of Ordinary Shares of rights or warrants entitling them to subscribe for or purchase Ordinary Shares, any Ordinary Shares which are not subscribed for or purchased by the persons entitled thereto are offered to and/or subscribed by others (whether as places or members of the public or pursuant to subscription arrangements or otherwise), no further adjustment shall be required or made to the Exercise Price by reason of such offer and/or subscription.

(iii) If, during the Exercise Period, the Company shall grant, issue or offer to the holders of Ordinary Shares rights or warrants entitling them to subscribe for or purchase any securities convertible into or exchangeable for Ordinary Shares, at a consideration per Ordinary Share receivable by the Company (determined as aforesaid) which is fixed after the record date mentioned below and is less than the current market price per Ordinary Share (as defined as aforesaid) on the date the Company fixes the said consideration, then the Exercise Price in effect on the date the Company fixes the said consideration shall be adjusted in accordance with the following formula:

where:
NSP and OSP have the meanings ascribed thereto in paragraph (ii) above.
N	=	the number of Shares and Ordinary Shares outstanding (having regard to paragraph (x) below) at the close of business on the date the Company fixes the said consideration.
n	=	the number of Shares and/or Ordinary Shares initially to be issued upon exercise of such rights or warrants at the said conversion or exchange of such convertible or exchangeable securities at the said consideration.
v	=	the number of Shares and/or Ordinary Shares which the aggregate consideration receivable by the Company (determined as provided in paragraph (ix) below) would purchase at such current market price per Share and/or Ordinary Share specified above.

Such adjustment shall become effective immediately after the Company fixes the said consideration but retroactively to immediately after the record date for the said determination.

If, in connection with a grant, issue or offer to the holders of Ordinary Shares of rights or warrants entitling them to subscribe for or purchase securities convertible into or exchangeable for Ordinary Shares, any such securities convertible into or exchangeable for Ordinary Shares which are nor subscribed for or purchased by the persons entitled thereto are offered to and/or subscribed for by others (whether as places or members of the public or pursuant to subscription arrangements or otherwise), no further adjustments shall be made to the Exercise Price by reason of such offer and/or subscription and/or the conversion or exchange of such securities.

(iv) If, during the Exercise Period, the Company shall distribute to the holders of Ordinary Shares evidences of its indebtedness, shares of capital stock of the Company (other than Shares of Ordinary Shares), assets (including cash dividends) or rights or warrants to subscribe for or purchase shares or securities (excluding those rights and warrants referred to in paragraphs (ii) and (iii) above), then the Exercise Price in effect on the record date for the determination of shareholders entitled to receive such distribution shall be adjusted in accordance with the following formula:

where:
NSP and OSP have the meanings ascribed thereto in paragraph (ii) above.
CMP	=	the current market price per Common Shares (as defined in paragraph (viii) below) on the record date for the determination of shareholders entitled to receive such distribution.
fmv	=	the fair market value (as determined in good faith by the Board of Directors of the Company or, if pursuant to applicable law such determination is to be made by application to a court of competent jurisdiction, as determined by such court or by an appraiser appointed by such court) of the portion of the evidences of indebtedness, shares, assets (including cash dividends), rights or warrants so distributed applicable to one Ordinary Share but less any consideration payable for the same by the relevant shareholder.

In making a determination of fair market value of any such rights or warrants, the Board of Directors of the Company shall consult an independent securities company or bank selected by the Company and approved by the Holder and shall take fully into account the advice received from such company or bank. Such adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution; provided that (a) in the case of such a distribution which must, under applicable law, be submitted for approval to a general meeting of shareholders or be approved by a meeting of the Board of Directors of the Company before such distribution may legally be made and is so approved after the record date fixed for the determination of shareholders entitled to receive such distribution, such adjustment shall, immediately upon such approval being given by such meeting, become effective retroactively to immediately after such record date and (b) if the fair market value of the evidences of indebtedness, shares, assets (including cash dividends), rights or warrants so distributed cannot be determined until after the record date fixed for the determination of shareholders entitled to receive such distribution, such adjustment shall, immediately upon such fair market value being determined, become effective retroactively to immediately after such record date.

(v) if, during the Exercise Period, the Company shall issue any securities convertible into or exchangeable for Ordinary Shares (other than in any of the circumstances described in paragraph (iii) above and paragraph (vii) below) and the consideration per Ordinary Share receivable by the Company (determined as provided in paragraph (ix) below) shall be less than the current market price per Ordinary Share (as defined in paragraph (viii) below) on the date on which the Company fixes the said consideration (or, if the issue of such Shares is subject to approval by a general meeting of shareholders, on the date the Board of Directors of the Company fixes the consideration to be recommended at such meeting), then the Exercise Price in effect immediately prior to the date of issue of such convertible or exchangeable securities shall be adjusted in accordance with the following formula:

where :
NSP and OSP have the meanings ascribed thereto in paragraph (ii) above.
N	=	the number of Shares and Ordinary Shares outstanding (having regard to paragraph (x) below) at the close of business in Hong Kong or the U.S., as applicable, on the day immediately prior to the date if such issue.
n	=	the number of Shares and/or Ordinary Shares to be issued upon conversion or exchange of such convertible or exchange of such convertible or exchangeable securities at the initial conversion or exchange price or rate.
v	=	the number of Shares and/or Ordinary Shares which the aggregate consideration receivable by the Company (determined as provided in paragraph (ix) below) would purchase at such current market price per Share and/or Ordinary Share.

Such adjustment shall be effective as of the calendar day corresponding to the calendar day at the place of issue on which such convertible or exchangeable securities are issued.

(vi) If, during the Exercise Period, the company shall issue any Ordinary Shares (other than Ordinary Shares issued upon conversion or exchange of any convertible or exchangeable securities issued by the Company or upon exercise of any options, rights or warrants (including this Warrant) granted, offered or issued by the Company or any of the circumstances described in paragraph (i) or issued to shareholders of any company which merges with the Company, in proportion to their shareholdings in such company immediately prior to such merger, upon such merger) for a consideration per Ordinary Share receivable by the Company (determined as provided in paragraph (ix) below) less than the current market price on the date on which the Company fixes the said consideration (or, if the issue of such Ordinary Shares is subject to approval by a general meeting of shareholders, on the date the Board of Directors of the Company fixes the consideration to be recommended at such meeting), then the Exercise Price in effect immediately prior to the issue of such additional Ordinary Shares shall be adjusted in accordance with the following formula:

where:

NSP and OSP have the meanings ascribed thereto in paragraph (ii) above.

N	=	the number of Shares and Ordinary Shares outstanding (having regard to paragraph (x) below) at the close of business on the day immediately prior to the date of issue of such additional Ordinary Shares.
n	=	the number of additional Shares and/or Ordinary Shares being issued as aforesaid.
v	=	the number of Shares and/or Ordinary Shares which the aggregate consideration receivable by the Company (determined as provided in paragraph (ix) below) would purchase at such current market price per Share and/or Ordinary Shares.

Such adjustment shall be effective as of the calendar day of the issue of such additional Shares and/or Ordinary Shares.

(vii) If, during the Exercise Period, the Company shall issue rights or warrants to subscribe for or purchase Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares (other than the Warrant and any rights or warrants granted, issued or offered to the holders of Ordinary Shares) and the consideration per Ordinary Share receivable by the Company (determined as provided in paragraph (ix) below) shall be less than the current market price per Share or (as the case may be) Ordinary Share (as defined in paragraph (viii) below) on the date on which the Company fixes the said consideration (or, if the issue of such rights or warrants is subject to approval by a general meeting of shareholders, on the date the Board of Directors of the Company fixes the consideration to be recommended at such meeting), then the Exercise Price in effect immediately prior to the date of the issue of such rights or warrants shall be adjusted in accordance with the following formula:

where:
NSP and OSP have the meanings ascribed thereto in paragraph (ii) above.
N	=	the number of Shares and Ordinary Shares outstanding (having regard to paragraph (x) below) at the close of business on the day immediately prior to the date of such issue.
n	=	the number of Shares and/or Ordinary Shares initially to be issued on exercise of such rights or warrants and (if applicable) conversion or exchange of such convertible or exchangeable securities at the said consideration.
v	=	the number of shares and/or Ordinary Shares which the aggregate consideration receivable by the Company (determined as provided in paragraph (ix) below) would purchase at such current market price per Share and/or Ordinary Share.

Such adjustment shall be effective as of the calendar corresponding to the calendar day at the place of issue on which such rights or warrants are issued.

(viii) Current Market Price per Ordinary Share

For the purposes of this Section 9, the current market price per Ordinary Share at any date shall be deemed to be the volume-weighted average of the daily closing prices of the Ordinary Shares for the 30 consecutive trading days commencing 45 trading days before such date. The closing price of the Ordinary Shares for each trading day shall be the last reported selling price of Ordinary Shares on the Stock Exchange for such day or, if no sale takes place on such day, the closing bid or offered price of the Ordinary Shares on the Stock Exchange or, if the Ordinary Shares are not listed or admitted to trading on such exchange, the average of the closing bid and offered prices of Ordinary Shares for such day as furnished by an independent member firm of the Stock Exchange selected from time to time by the Company for the purpose and reasonably approved by the Holder. For the purposes of this paragraph (viii), the term “trading day” means a day when the Stock Exchange is open for business, but does not include a day when (a) no such last selling price or closing bid and offered prices is/are reported and (b) (if the Ordinary Shares are not listed or admitted to trading on such exchange) no such closing bid and offered price is furnished as aforesaid. If during the said 45 trading days or any period thereafter up to but excluding the date as of which the adjustment of the Exercise Price in question shall be effected, any event (other than the event which requires the adjustment in question) shall occur which gives rise to a separate adjustment to the Exercise Price under the provisions of this Warrant Condition, then the current market price as determined above shall be adjusted in such manner and to such extent as the Board of Directors of the Company shall in good faith deem appropriate and fair to compensate for the effect thereof.

(ix) For the purposes of any calculation of the consideration receivable by the Company pursuant to paragraphs (ii), (iii), (v), (vi) and (vii) above, the following provisions shall be applicable:

(a)	in the case of the issue of Ordinary Shares for cash, the consideration shall be the amount of such cash; provided, that in no case shall any deduction be made for any commissions or any expenses paid or incurred by the Company for any subscription of the issue or otherwise in connection therewith;
(b)	in the case of the issue of Ordinary Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board of the

	Directors of the Company (and in making such determination the Board of Directors of the Company shall consult an independent securities company or bank selected by the Board of Directors of the Company and approved by the Holder and shall take fully into account the advice received from such company or bank) or, if pursuant to applicable law such determination is to be made by application to a court of competent jurisdiction, as determined by such court or an appraiser appointed by such court, irrespective of the accounting treatment thereof;
(c)	in the case of the issue (whether initially or upon the exercise of rights or warrants) of securities convertible into or exchangeable for Ordinary Shares, the aggregate consideration receivable by the Company shall be deemed to be the consideration received by the Company for such securities and (if applicable) rights or warrants plus the additional consideration (if any) to be received by the Company upon (and assuming) the conversion or exchange of such securities at the initial conversion or exchange price or rate and (if applicable) the exercise of such rights or warrants at the initial exercise price (the consideration in each case to be determined in the same manner as provided in sub-paragraphs (a) and (b) above) and the consideration per Ordinary Share shall be such aggregate consideration divided by the number of Ordinary Shares to be issued upon (and assuming) such conversion or exchange at the initial conversion or exchange price or rate and (if applicable) the exercise of such rights of warrants at the initial exercise of such rights or warrants at the initial exercise price;
(d)	in the case of the issue of rights or warrants to subscribe for or purchase Ordinary Shares, the aggregate consideration receivable by the Company shall be deemed to be the consideration received by the Company for any such rights or warrants plus the additional consideration to be received by the Company upon (and assuming) the exercise of such rights or warrants at the initial exercise price (the consideration in each case to be determined in the same manner as provided in sub-paragraphs (a) and (b) above) and the consideration per Share or (as the case may be) Ordinary Share receivable by the Company shall be such aggregate consideration divided by the number of Ordinary Shares to be issued upon (and assuming) the exercise of such rights or warrants at the initial exercise price; and
(e)	for the avoidance of doubt, the aggregate consideration receivable by the Company pursuant to paragraphs (ii), (iii), (v), (vi) and (vii) above shall, for the purposes of calculating the value of “v” in the adjustment formula, be notionally applied to the purchase of Shares and Ordinary Shares in the same proportion as the number of Shares bears to the number of Ordinary Shares actually being issued.

(x) If, at the time of computing an adjustment (the “later adjustment”) of the Exercise Price pursuant to any of paragraphs (ii), (iii), (v), (vi) and (vii) above, the

Exercise Price already incorporates an adjustment made (or taken or to be taken into account pursuant to the proviso to paragraph (xi) below) to reflect an issue of Ordinary Shares or of securities convertible into or exchangeable for Ordinary Shares or of rights or warrants to subscribe for or purchase Ordinary Shares or securities to the extent that the number of such Ordinary Shares taken into account for the purposes of calculating such adjustment exceeds the number of such Ordinary Shares in issue at the time relevant for ascertaining the number of outstanding Ordinary Shares for the purposes of computing the later adjustment, such Ordinary Shares shall be deemed to be outstanding for the purposes of making such computation.

(xi) No adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease in such price of at least U.S.$0.01; provided, that any adjustment which by reason of this paragraph (xi) is not required to be made shall be carried forward and taken into account (as if such adjustment had been made at the time when it would have been made but for the provisions of this paragraph (xi)) in any subsequent adjustment. All calculations under this Section 9 shall be made to the nearest U.S.$0.01 with half or more of a cent to be considered one cent.

(xii) Any reference herein to the date on which the consideration is “fixed” shall, where the consideration is originally expressed by reference to a formula which cannot be expressed as an actual cash amount until a later date, be construed as a reference to the first day on which such actual cash amount can be ascertained.

(xiii) For the avoidance of doubt, if the portion of any options, rights or warrants to subscribe for or purchase Shares, Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares which would otherwise be subject of this paragraph (A) is issued to the Company’s directors, officers, employees or consultants, pursuant to any bona fide share incentive or similar plan which has been duly adopted by the Company, such portion of options, rights or warrants shall not be taken into account for the purposes of the adjustment of the Exercise Price pursuant hereto.

(xiv) Notwithstanding anything contained in this Section 9, no adjustment shall be made to the Exercise Price if such adjustment would result in any Ordinary Share being issued at a subscription price below its par value.

10. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

11. No Shareholder Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a shareholder with respect to the Warrant Shares, including (without limitation) the right to vote such Warrant Shares, receive dividends or other

distributions thereon, exercise preemptive rights or be notified of shareholder meetings, and such Holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company. However, nothing in this Section 11 shall limit the right of the Holder to be provided the notices required under this Warrant.

12. Transfers of Warrant. Subject to compliance with applicable securities laws and any customary lock-up restrictions in connection with the Company’s IPO, this Warrant and all rights hereunder are freely transferable or assignable in whole, but not in part, by the Holder to any person or entity upon written notice to the Company. The transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.

13. Loss or Mutilation. Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver in lieu thereof a new Warrant of like tenor as the lost, stolen, destroyed or mutilated Warrant.

14. Successors and Assigns. The Holder shall have the right to assign or otherwise transfer, in whole but not in part and subject to compliance with applicable securities laws and any customary lock-up restrictions in connection with the Company’s IPO, its rights under this Warrant or any Warrant Shares held by it, with written notice to the Company. The Company shall not assign its rights or obligations hereunder without the prior written consent of the Holder (or its successors or permitted assigns, as appropriate). This Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their successors and permitted assigns.

15. Amendments and Waivers. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder.

16. Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or on the 10^th day after the date mailed, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address designated by such party, or on the first business day following the date of transmission by facsimile or electronic mail.

17. Captions. The section and subsection headings of this Warrant are inserted for convenience only and shall not constitute a part of this Warrant in construing or interpreting any provision hereof.

18. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to principles of conflicts of law thereunder.

19. Dispute Resolution.

(a) Any dispute, controversy or claim arising out of or in connection with or relating to this Warrant, or the interpretation, breach, termination or validity hereof, shall be resolved through consultation between any of the parties hereto. Such consultation shall begin immediately after one party has delivered to one or more other parties a written request for such consultation (the “Request for Consultation”). If, within thirty (30) days following the date on which the Request for Consultation is delivered, the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either party to the dispute with written notice to the other (the “Dispute Notice”).

(b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”). There shall be three (3) arbitrators. The complainant or complainants, on the one hand, and the respondent or respondents, on the other, shall each nominate one (1) arbitrator within thirty (30) days after the delivery of the Dispute Notice to the respondent(s). The appointment of party-nominated arbitrators shall be confirmed by the Centre. Both arbitrators shall agree on the third arbitrator within thirty (30) days of their confirmation by the Centre. Should either the complainant(s) or respondent(s) fail to appoint an arbitrator or should the two arbitrators fail within thirty (30) days to reach agreement on the third arbitrator, such arbitrator shall be appointed by the Secretary General of the Centre. At least one of the three arbitrators shall be literate in reading and understanding Chinese language.

(c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the UNCITRAL Arbitration Rules as administered by the Centre at the time of the arbitration. However, if such rules conflict with the provisions of this Section 19, including the provisions concerning the appointment of arbitrators, the provisions of this Section 19 shall prevail.

(d) The arbitrators shall decide any dispute submitted by the parties thereto strictly in accordance with the substantive law of the State of New York, United States of America, and shall not apply any other substantive law.

(e) Each party hereto shall cooperate with any of the parties to the dispute in making full disclosure of and providing complete access to all information and documents requested by any of the parties to the dispute in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party.

(f) The costs of arbitration shall be borne by the losing party or parties, unless otherwise determined by the arbitration tribunal.

(g) When any dispute occurs and when any dispute is under arbitration, except for the matters in dispute the parties shall continue to fulfill their respective obligations and, to the extent not in dispute, shall be entitled to exercise their rights under this Warrant.

(h) The award of the arbitration tribunal shall be final and binding upon the parties to the dispute, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

(i) Any party to a dispute under this Section shall be entitled to seek injunctive relief from any court of competent jurisdiction pending the constitution of the arbitration tribunal.

[The remainder of this page has intentionally been left blank.]

IN WITNESS WHEREOF, the Company caused this Warrant to be executed by an officer thereunto duly authorized.

NOAH EDUCATION HOLDINGS LTD.

By:

Name:

Title:

ACCEPTED AND AGREED:

LEHMAN BROTHERS COMMERCIAL CORPORATION ASIA LIMITED

By:

Name:

Title:

Address:

NOTICE OF EXERCISE

To: NOAH EDUCATION HOLDINGS LTD.

The undersigned hereby (check the appropriate box below):

¨ elects to purchase                      Ordinary Shares of NOAH EDUCATION HOLDINGS LTD., pursuant to the terms of the attached Warrant (the “Warrant”), and payment of the Exercise Price (as defined in the Warrant) per share required under the Warrant accompanies this notice; or

¨ elects to exercise such Warrant with respect to              Ordinary Shares of NOAH EDUCATION HOLDINGS LTD. in accordance with Section 6 of the Warrant.

The undersigned hereby represents and warrants that the undersigned is acquiring such shares for its own account for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof.

HOLDER:

LEHMAN BROTHERS COMMERCIAL CORPORATION ASIA LIMITED

By:

Address:

Date:

Name in which shares should be registered:

SCHEDULE 10

ADDRESSES AND FAX NUMBERS FOR NOTIFICATIONS

1. Baring Asia II Holdings (22) Limited

Address: P.O. Box 431

13-15 Victoria Road, St Peter Port

Guernsey

Channel Islands

GY1 3ZD

United Kingdom

Attn: Ms. Connie Helyar

Fax No.: (44) 148-1715-219

c.c. Baring Private Equity Asia Ltd.

34^th Floor, One International Finance Centre

1 Harbour View Street

Central

Hong Kong

Attn: Mr Conrad Tsang

Fax No.: (852) 2843 9372

2. Noah Education Holding Limited

Address:

Attn: Mr. XU Dong

Fax No.: (86755)-83432793

3. Jointly Gold Technologies Limited

Address:

Attn: Mr. XU Dong

Fax No.: (86755)-83432793

4. First Win Technologies Limited

Address:

Attn: Mr. TANG Benguo

Fax No.: (86755)-83432793

5. Global Wise Technologies Limited

Address:

Attn: Mr. WANG Xiaotong

Fax No.: (86755)-83432793

6. Gallop Jumbo International Limited

Address:

Attn: Mr. MA Li

Fax No.: (86-28)-87749469

7. Dynamic View Investments Limited

Address:

Attn: Mr. XIAO Xianquan

Fax No.: (86755)-83432793

8. Lehman Brothers Commercial Corporation Asia Limited

Address: Two International Finance Centre, 26^th Floor, 8 Finance Street, Central, Hong Kong

Attn: Shian Lim

Lehman Brothers Commercial Corporation Asia Limited

Fax No.: (813) 4582 3643

EX-4.6

Exhibit 4.6

Execution Copy

DATE: April 10, 2007

(1) Great Joy Group Limited

(2) THE SEVERAL PERSONS NAMED IN SCHEDULE 1

(3) NOAH EDUCATION HOLDINGS LTD.

(4) BVI EXISTING SHAREHOLDERS

(5) WFOEs

SHARE PURCHASE

AGREEMENT

concerning Ordinary Shares in

NOAH EDUCATION HOLDINGS LTD.

SHARE PURCHASE AGREEMENT

DATED: April 10, 2007

BETWEEN:

1) Great Joy Group Limited, a company incorporated in Samoa with its registered office at Offshore Chambers, P.O. Box 217, Apia, Samoa (“Purchaser”);

2) Each of the persons listed in Schedule 1 attached hereto (each an “Ordinary Share Seller”, collectively, the “Ordinary Share Sellers”);

3) NOAH EDUCATION HOLDINGS LTD., a company incorporated in the Cayman Islands with its registered office at M&C Corporate Services Limited, P.O.Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (“Company”). The Company particulars are set out in Schedule 2;

4) BVI EXISTING SHAREHOLDERS (as defined below); and

5) WFOEs (as defined below).

WHEREAS

(A) The Ordinary Share Sellers own 9,100,085 Ordinary Shares of the Company;

(B) The Ordinary Share Sellers intend to sell to the Purchaser, and the Purchaser intends to purchase from the Ordinary Share Sellers certain number of Ordinary Shares.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement and the other Transaction Documents and of the mutual benefits to be derived herefrom and therefrom, the parties hereto agree as follows:

1. INTERPRETATION

1.1 In this Agreement, including the Recitals, the Schedules and the Exhibits, the following expressions shall, except where the context otherwise requires, have the following meanings:

“2006 Audited Annual Net Income”

the Company’s net income after tax as defined under IFRS for the twelve-month period starting from January 1, 2006 and ending on December 31, 2006,

1

plus the sum of all amounts deducted in arriving at such audited net income to make provisions for (i) any stock-based compensation related charges or expenses, (ii) any one-time transaction fees, including brokerage fees, legal fees and accounting fees incurred in connection with the Company’s prior uncompleted listing on the AIM market of the London Stock Exchange, and (iii) any extraordinary expense charges to the Company arising from the issuance of Series A Preference Shares of the Company in April 2004 and in connection with certain redemption and purchase option features of such issuance; it being understood that the 2006 Audited Annual Net Income will be derived from its equivalent as set forth in the 2006 Audited Financial Statements, after its reconciliation to IFRS from US GAAP. The Purchaser may, at its discretion, engage an accounting firm of international standing to perform such reconciliation, provided that the Purchaser shall bear all related costs and expenses of such engagement. The parties hereto agree that the 2006 Audited Annual Net Income after such reconciliation performed by such accounting firm applying its independent professional judgment shall be the final 2006 Audited Annual Net Income for purpose of the representation under Clause 13 of Schedule 5 of this Agreement.

“2006 Audited Financial Statements”

the audited financial statements of the Company and its consolidated entities for the twelve-month period starting from January 1, 2006 and ending December 31, 2006, prepared in accordance with US GAAP;

“Amended and Restated Shareholders’ Agreement”

an amended and restated shareholders’ agreement entered into by and among the Company, the Selling Shareholders, Gallop Jumbo International Limited Dynamic View Investments Limited, Alpha Century Assets Limited, Master Topful Limited, and Lehman Brothers Commercial Corporation Asia Limited, dated March 16, 2007;

“Associate”

(i) as to any body corporate, any other body corporate, unincorporated entity or person directly or indirectly Controlling, directly or indirectly Controlled by or under direct or indirect common Control with, such body corporate; and

(ii) as to any individual, his spouse, or legitimate child;

“Business”

the research and development, manufacture, and distribution of electronic education products of the Company and its subsidiaries;

“Business Day”

a day, excluding Saturdays, on which banks in Hong Kong are open for business throughout their normal business hours;

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“BVI Existing Shareholders”

Three (3) individuals who hold legal and beneficial ownership of the entire registered capital of the Ordinary Share Sellers, namely, XU Dong, TANG Benguo, and WANG Xiaotong as specified in Schedule 3;

“Completion”

the completion of the purchase and sale of the Selling Shares in accordance with the provisions in Clause 4 hereof;

“Completion Date”

has the meaning given to it in Clause 4.1 hereof;

“Conditions”

the pre-completion conditions set out in Clause 2;

“Consent”

includes an approval, authorisation, exemption, filing, licence, order, permission, permit, recording or registration (and references to “obtaining consents” shall be construed accordingly);

“Control”

in relation to a body corporate, the power of a person directly or indirectly to secure that the affairs of such body corporate are conducted in accordance with the wishes of that person:

(i) by means of the holding of shares or the possession of voting power (either at shareholder level or director level) in or in relation to that or any other body corporate; or

(ii) by virtue of any powers conferred by the memorandum and articles of association or by-laws or other similar documents regulating that or any other body corporate;

“Group Companies”

the Company and the WFOEs;

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

“IFRS”

means the International Financial Reporting Standards as currently in effect, and as promulgated, amended or supplemented by the International Accounting Standards Board from time to time.

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“Intellectual Property”

all forms of intellectual property and rights thereof including without limitation, any patent, copyright, registered design or unregistered design right, trade mark, service mark, goodwill, know-how and any application for any of the foregoing, as listed in Exhibit B;

“Lien”

any mortgage, pledge, deed of trust, hypothecation, right of others, claim, security interest, encumbrance, burden, title defect, title retention agreement, lease, sublease, license, occupancy agreement, easement, covenant, condition, encroachment, voting trust agreement, interest, option, right of first offer, negotiation or refusal, proxy, lien, charge or other restrictions or limitations of any nature whatsoever, including, but not limited to, such Liens as may arise under any contract;

“Material Adverse Effect”

any (a) event, occurrence, fact, condition, change, development or effect that is materially adverse or is reasonably expected to be materially adverse to the business, operations, results of operations, condition (financial or otherwise), properties (including intangible properties), assets (including intangible assets) or liabilities of the Company or any of the WFOEs (taken as a whole) or (b) material impairment of the ability of the Company, any of the WFOEs or any of the Selling Shareholders to perform their respective obligations hereunder or under the other Transaction Documents;

“Memorandum and Articles of Association”

the memorandum and articles of association of the Company from time to time;

“Ordinary Shares”

ordinary shares of par value of US$0.0001 each in the capital of the Company;

“Ordinary Share Price”

has the meaning defined in Clause 3.1 of this Agreement;

“Ordinary Share Sellers”

the several persons named in Schedule 1, holders of ordinary shares;

“Purchase Price”

sum of Ordinary Share Price;

“PRC” or “China”

the People’s Republic of China;

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“Qualified IPO”

a firmly underwritten initial public offering by the Company of its Ordinary Shares on any public stock exchange of international reputation and standing with total offering proceeds to the Company of not less than US$50 million (or any cash proceeds of other currency of equivalent value) (before deduction of underwriters commissions and expenses);

“Selling Ordinary Shares”

has the meaning defined in Clause 3.1 of this Agreement;

“Selling Shares”

the Selling Ordinary Shares;

“Selling Shareholders”

Ordinary Share Sellers;

“Shares”

all shares of the Company, including the Ordinary Shares

“Tax”

any form of tax in any part of the world including, without limitation, all forms of income tax, profits tax, interest tax, stamp duty, estate duty, value added tax, value appreciation tax, withholding tax, property tax, capital gains tax and all levies, duties, charges, fees, social security contributions, deductions and withholdings whatsoever charged or imposed by any statutory, governmental, state, federal, provincial, local or municipal authority whatsoever and wheresoever, and any interest, penalty, surcharge or fine in connection therewith or arising therefrom;

“Transaction Documents”

this Agreement ;

“US$” or “US Dollar”

United States dollars, the lawful currency of the United States of America;

“US GAAP”

generally accepted accounting principles in the United States;

“Warranties”

the representation, warranties and undertakings as set out in Clause 5 and Schedules 5 and 6;

“Warrantors”

each of the BVI Existing Shareholders, the Ordinary Share Sellers and the Group Companies;

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“WFOEs”

the three companies incorporated in Shenzhen, China and 100% owned by the Company as listed in Schedule 4, and Bright Sound Limited which is 100% beneficially, but indirectly, owned by the Company.

1.2 In this Agreement:

(a) references to recitals, clauses, sub-clauses, Schedules and Exhibits are to the clauses and sub-clauses of, and the recitals, schedules and exhibits to, this Agreement;

(b) references to any statutory provision or any rule or regulation (whether or not having the force of law) shall be construed as references to the same as amended, varied, modified, consolidated or re-enacted from time to time and to any subordinate legislation made under such statutory provision;

(c) references to parties are to parties of this Agreement;

(d) words importing the singular include the plural and vice versa, words importing one gender include every gender, and references to persons include bodies corporate and unincorporated;

(e) headings are for ease of reference only and shall not affect the interpretation of this Agreement; and

(f) references to a document in the “agreed form” are references to a document the form of which has been or may from time to time be agreed among all parties hereto.

1.3 The recitals, the Schedules and the Exhibits form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Recitals, the Schedules and the Exhibits.

1.4 All references to dates and time are, unless the context requires otherwise, to Hong Kong time.

2. CONDITIONS PRECEDENT

2.1 Completion of this Agreement by the Purchaser shall be conditional on the fulfilment of all of the following conditions:

(a) The representations and warranties of the Company and the Selling Shareholders contained in Clause 5 and Schedules 5 and 6 shall be true, correct and complete in all material respects when made, and shall be true, correct and

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complete in all material respects on and as of the Completion Date with the same effect as though such representations and warranties had been made on and as of the date of such Completion Date.

(b) Each of the Company and the Selling Shareholders shall have performed and complied, with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Completion Date.

(c) Each of the Company and the Selling Shareholders shall have obtained, all authorizations, approvals, waivers or permits of any competent governmental authority or regulatory body for the consummation of all of the transactions contemplated by this Agreement that are required in connection with the lawful transfer of the Selling Shares pursuant to this Agreement, and all such authorizations, approvals, waivers and permits shall be effective as of the Completion Date.

(d) The Company shall have, at the Company’s expense, prepared and submitted to the Purchaser prior to the Completion Date, the management accounts of the Company for the 2006 fiscal year, prepared using the same accounting standards and on the same bases as the Company’s historical management accounts.

(e) The Purchaser shall have completed, to its reasonable satisfaction, its business, legal and financial due diligence, and any items requiring correction identified by the Purchaser shall have been corrected to the Purchaser’s reasonable satisfaction. Without limiting the foregoing, the Purchaser shall have received from the Company all documents and other materials reasonably requested in writing by the Purchaser for the purpose of examining and determining the rights of the Company and the WFOEs in and to any technology, products and Intellectual Property now used, proposed to be used in, or necessary to the Company or the WFOEs’ business as now conducted and presently proposed to be conducted, and the status of its ownership or licensing (as applicable) rights in and to all such technology, products and Intellectual Property shall be reasonably satisfactory to the Purchaser.

(f) The Purchaser’s investment committee or investment approval authority, as the case may be, shall have approved, and not have revoked the approval of, the terms of the investment and the transactions contemplated herein and in the Transaction Documents.

(g) All of the existing holders of Shares of the Company shall have approved this Agreement and each of the other Transaction Documents, and the transactions contemplated herein and therein. In particular, each of the holders of Shares of the Company other than the Selling Shareholders shall have waived their respective right of first refusal, co-sale rights or other consent rights under the articles of association of the Company, as well as under any other agreements relating to their Shares in the Company to which they are parties.

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(h) All corporate and other proceedings in connection with the transactions contemplated herein and in the other Transaction Documents and all other documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser, and the Purchaser shall have received all such counterpart original or other copies of such documents as it may reasonably request.

(i) Except as otherwise provided in Exhibit A, no action, suit, proceeding, claim, arbitration or investigation shall have been instituted, and to the knowledge of the Selling Shareholders, threatened prior to the Completion Date against any of the Selling Shareholders, the Company, the WFOEs, or the Purchaser seeking to enjoin, challenge the validity of, or assert any liability against any of them on account of, any transactions contemplated by this Agreement and the other Transaction Documents.

(j) There shall not have occurred prior to the Completion Date any event or transaction reasonably likely to have a Material Adverse Effect.

2.2 In the event that any of the Conditions specified in Clause 2.1 has not been fulfilled (or waived by the Purchaser in writing) by 5:00 pm on April 2, 2007 (or such later date as the parties may mutually agree in writing), this Agreement may be terminated by written notice to other parties, at the Purchaser’s own election and discretion, after which this Agreement shall be of no further force or effect.

2.3 Each of Selling Shareholders and the Group Companies shall use its reasonable endeavours to procure the fulfilment of the Conditions on or before the date set forth in Clause 2.2.

2.4 Completion of this Agreement by the Selling Shareholders shall be conditional on the fulfilment of all of the following conditions (or waived by the Company or the Selling Shareholders in Writing):

(a) The representations and warranties of the Purchaser contained in Clause 6 shall be true, correct and complete when made, and shall be true, correct and complete on and as of the Completion Date with the same effect as though such representations and warranties had been made on and as of the Completion Date.

(b) To the extent required by law or contract, all of the existing holders of Shares of the Company shall have approved this Agreement and each of the other Transaction Documents, and the transactions contemplated herein and therein. In particular, each of the holders of Shares of the Company other than the

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Selling Shareholders shall have waived their respective right of first refusal, co-sale rights or other consent rights under the articles of association of the Company, as well as under any other agreements relating to their Shares in the Company to which they are parties.

(c) Except as otherwise provided in Exhibit A, no action, suit, proceeding, claim, arbitration or investigation shall have been instituted, and to the knowledge of the Selling Shareholders, threatened prior to the Completion Date against any of the Selling Shareholders, the Company, the WFOEs, or the Purchaser seeking to enjoin, challenge the validity of, or assert any liability against any of them on account of, any transactions contemplated by this Agreement and the other Transaction Documents.

2.5 In the event that any of the Conditions specified in Clause 2.4 has not been fulfilled or has not otherwise been waived by parties entitled to waive by 5:00 pm on April 15, 2007 (or such later date as the parties may mutually agree in writing), this Agreement shall terminate, after which this Agreement shall be of no further force or effect.

3. PURCHASE AND SALE OF SHARES

3.1 Subject to the terms and conditions of this Agreement, at the Completion (as defined below), the Purchaser agrees to purchase from each of the Ordinary Share Sellers, and each of the Ordinary Share Sellers agrees to sell to the Purchaser, such number of the Company’s Ordinary Shares indicated opposite such Ordinary Share Seller’s name in Schedule 1 attached hereto (referred to collectively as the “Selling Ordinary Shares”), at US$12.28416 per share, for the amount of purchase price set forth therein (such purchase price in the aggregate, the “Ordinary Share Price”).

3.2 The number of Shares to be delivered pursuant to and/or the Ordinary Share Price per Selling Ordinary Share shall be equitably adjusted in the event of any stock split, stock dividend, stock issuance, recapitalization or reorganization after the date of this Agreement and prior to the Completion.

4. COMPLETION

4.1 Subject to the terms and conditions set forth in this Agreement, the Completion of the transactions contemplated by Clause 4.2 of this Agreement shall take place at the offices of O’Melveny & Myers in Hong Kong SAR, China, on a day as agreed to between the Selling Shareholders and the Purchaser but in any event within five (5) business days following the date of the satisfaction or waiver of all of the conditions set forth in Clause 2 hereof (such date of Completion, the “Completion Date”).

4.2 At the Completion:

(a) Each Selling Shareholder shall deliver to the Company certificates representing all the Shares held by such Selling Shareholder immediately prior to the Completion;

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(b) the Purchaser shall pay to accounts specified by the relevant Selling Shareholders, by wire transfer in immediately available funds or by other payment methods mutually agreed to between the Purchaser and the relevant Selling Shareholders, the respective portion of the Purchase Price that each Selling Shareholder is entitled to receive under Clause 3 of this Agreement;

(c) The Company shall deliver to each Selling Shareholder a certificate representing that number of Shares that is equal to the number of Shares held by such Selling Shareholder immediately prior to the Completion less such Selling Shareholder’s Selling Shares under Clause 3 of this Agreement;

(d) The Company shall deliver to the Purchaser certificates representing the Selling Shares that the Purchaser is purchasing pursuant to Clause 3 of this Agreement; and

(e) The Company and each Selling Shareholder shall deliver all other documents (including the share transfer forms, if applicable), duly executed where so required, evidencing the full and effective transfer of titles of the Selling Shares from the Selling Shareholders to the Purchaser or an entity nominated by the Purchaser and the Company shall present for inspection the Company’s register of members evidencing such title transfers.

5. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE WARRANTORS

5.1 Each of the Warrantors hereby jointly and severally represents and warrants to and undertakes with the Purchaser that each of the matters set out in Schedule 5 are as at the date hereof and will be for all times up to and including the Completion Date, true and correct in all respects.

5.2 Each of the Selling Shareholders hereby severally but not jointly represents and warrants to and undertakes with the Purchaser that each of the matters set out in Schedule 6, as applicable that relates to such Selling Shareholder, is as at the date hereof and will be for all times up to and including the Completion Date, true and correct in all respects.

5.3 Each of the Warranties refers only to matters and facts subsisting as at the date hereof up to the Completion, and the right to claim for breach of any Warranties will survive until the earlier of (i) the closing of a Qualified IPO and (ii) June 30, 2009.

5.4 Each of the Warranties is without prejudice to any other Warranty and, except where expressly stated otherwise, no provision contained in this Agreement shall govern or limit the extent or application of any other Warranty.

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5.5 Each of the Warrantors undertakes to notify the Purchaser in writing as soon as practicable of any matter or event which becomes known to it prior to the Completion which may render any Warranty made by it hereunder to be or to have been untrue or inaccurate in any material respect.

5.6 The rights and remedies of the Purchaser in respect of a material breach of any Warranty shall not be affected by any due diligence review or investigation made by or on behalf of the Purchaser into the affairs of any Group Company.

5.7 Notwithstanding any rule of law or equity to the contrary, any release, waiver or compromise or any other arrangement of any kind whatsoever which the Purchaser may agree to or effect in relation to any of the Warrantors in connection with this Agreement, and in particular the Warranties, shall not affect the rights and remedies of the Purchaser as regards to any other parties.

5.8 Each of the Warrantors hereto hereby severally but not jointly represents and warrants to the Purchaser that it has full power and authority to enter into and perform this Agreement; this Agreement when executed and delivered by it shall constitute valid and legally binding obligations of such party enforceable in accordance with their respective terms except as enforcement thereof may be subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

5.9 Each of the Warrantors undertakes, in relation to any Warranty which refers to his knowledge or information, that he has made reasonable enquiry into the subject matter of that Warranty and that he does not have the knowledge or information or belief that the subject matter of that Warranty may not be true, complete or accurate.

5.10 Each of the Warrantors hereby jointly and severally undertakes to perform this Agreement, and undertakes to indemnify the Purchaser, subject to Clause 8 hereof, for any failure to perform this Agreement.

5.11 None of the Warranties nor any benefit nor claim thereunder may be assigned to any person without the prior written consent of the Purchaser.

5.12 Each of the Group Companies hereby acknowledge and agree that it is providing representations, warranties, covenants and indemnities to the Purchaser in this Agreement to entice the Purchaser to become a shareholder of the Company for purpose of facilitating the Company’s Qualified IPO. It being understood that the Purchaser is entering into this Agreement and the other Transaction Documents in reliance of the Group Companies’ representations, warranties, covenants and indemnities hereunder and thereunder.

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6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PURCHASER

6.1 The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its formation. The Purchaser (i) has all requisite corporate power and authority to own its assets and to carry on its business as now being conducted by it and (ii) is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification or license, except in the case of clause (ii) where the failure to be so qualified or licensed would not reasonably be expected, in the aggregate, to materially impair its ability to perform its obligations hereunder or under the other Transaction Documents to which it is a party.

6.2 The Purchaser has the corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by the Purchaser and the performance by it of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Purchaser and no other corporate or stockholder proceedings or actions are required to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid and binding agreement of the Purchaser, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

6.3 The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by the Purchaser of the certificates of incorporation, by-laws or equivalent documents of the Purchaser, (ii) violate, conflict with or result in a breach of, or constitute a default by the Purchaser (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Liens upon any of the properties of the Purchaser under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Purchaser or any of its properties may be bound, (iii) violate or result in a breach of any governmental order or law applicable to the Purchaser or any of its properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any governmental authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be likely to materially impair its ability to perform its obligations hereunder or under the other Transaction Documents to which it is a party.

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6.4     (a) At the time the Purchaser was offered the Selling Shares that it is purchasing pursuant to this Agreement, it was, and it is, an “accredited investor” as defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

(b) The Purchaser is acquiring the Selling Shares that it is purchasing pursuant to this Agreement for investment for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. The Purchaser has no direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Selling Shares, in violation of the Securities Act or any other applicable state securities law.

(c) The Purchaser acknowledges that the Selling Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law.

7. ADDITIONAL UNDERTAKINGS

7.1 The Company shall deliver, and the Selling Shareholders shall cause the Company to deliver, as promptly as possible after they become available, the 2006 Audited Financial Statements to the Purchaser’s reasonable satisfaction.

7.2 Each of the Company and the Selling Shareholders shall use their reasonable efforts to achieve a Qualified IPO prior to June 30, 2008.

7.3 Each of the Purchaser and Selling Shareholders hereby agrees to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable laws and regulations to abide by the terms of the Memorandum and Articles, each as may be amended from time to time. Each of the Purchaser and Selling Shareholders further agrees to execute and deliver, or cause to be executed and delivered, such other documents, certificates, agreements and other writings and to take, or cause to be taken, such other actions as reasonably deemed necessary in order to consummate or implement expeditiously the provisions of the Company’s Memorandum of Association and Articles of Association, each as may be amended from time to time.

7.4 The Purchaser shall comply with all relevant rules and regulations applicable to the Company, the Company’s shareholders and the Company’s listing. In particular, the Purchaser will not engage in any activity regarding the Company’s Shares that may constitute unlawful market manipulation under applicable law.

8. INDEMNITY

8.1 The Warrantors hereof jointly and severally undertake to fully indemnify the Purchaser, its officers and employees and Associates, and to keep them harmless

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from and against all losses, liabilities, costs and damages (including without limitation legal costs) (excluding lost profits and consequential or punitive damages) (“Losses”) which may be suffered or incurred by any of them in connection with, arising out of or as a result of any of the following:

(a) any of the Warranties under Schedule 5 including but not limited to warranties regarding tax and incorporation matters, hereof not being true and correct in all respects or not being fully complied with at all times; and

(b) any of the Warrantors’ undertakings in Clause 7, other undertakings or obligations in this Agreement, not being fully performed or fully complied with at all times.

8.2 The Ordinary Share Sellers hereof severally and not jointly undertake to fully indemnify the Purchaser, its officers and employees and Associates, and to keep them harmless from and against all Losses which may be suffered or incurred by any of them in connection with, arising out of or as a result of any of the Warranties under Schedule 6 hereof not being true and correct in all respects or not being fully complied with at all times.

8.3 Anything to the contrary notwithstanding, other than in the case of the representations and warranties set forth in Clauses 1, 2, 3 and 4 of Schedule 6 of this Agreement,

(a) the Purchaser shall not be entitled to recover from any Ordinary Share Seller for any Losses under this Clause 8 arising from the failure of a representation and warranty by such Ordinary Share Seller contained herein to be true and correct (or for breach of any covenant or agreement of the Ordinary Share Seller contained herein) unless and until the total of all such Losses indemnifiable hereunder exceeds US$250,000, provided that when such amount is exceeded, the Ordinary Share Seller shall be liable for all amounts including the first US$250,000; and

(b) the liability of any Ordinary Share Seller for any Losses under this Clause 8 and for any other damages for breach of any representation and warranty herein shall in no event exceed such Ordinary Share Seller’s share of the Ordinary Share Price.

8.4 The indemnification provided in this Clause 8, subject to the limitations set forth herein, shall be the exclusive post-Completion remedy available to the Purchaser in connection with any Losses arising out of or resulting from this Agreement and the transactions contemplated hereby and for any other damages for breach of any representation and warranty herein.

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9. SEVERABILITY

If at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any way be affected or impaired.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties in connection with the subject matter of this Agreement and supersedes all previous term sheets, proposals, representations, warranties, agreements or undertakings relating thereto whether oral, written or otherwise and no party has relied or is entitled to rely on any such term sheets, proposals, representations, warranties, agreements or undertakings.

11. REMEDIES AND WAIVERS

11.1 No delay or omission by any party in exercising any right, power or remedy provided by law or under this Agreement shall:

(a) affect that right, power or remedy; or

(b) operate as a waiver of it.

11.2 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

11.3 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

12. PUBLIC ANNOUNCEMENTS

12.1 The purchase of the Selling Shares in the Company by the Purchaser from the Selling Shareholders, including without limitation the existence of such purchase and the terms and conditions of this Agreement, the term sheets preceding this Agreement and the Amended and Restated Shareholders’ Agreement shall be confidential information and shall not be disclosed by any party hereto or any of their Associates to any person not being a party hereto except as permitted under this Clause 12.

12.2 Notwithstanding Clause 12.1, each of the parties hereto may disclose the terms of the purchase to its investors, employees, investment bankers, lenders, accountants, attorneys, business partners, directors, shareholders and senior management and bona

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fide prospective investors, in each case only where such persons or entities are under appropriate non-disclosure obligations. For the avoidance of doubt, other than disclosures to the foregoing permitted persons, none of the parties may disclose the purchase amounts in relation to the Selling Shares, the amount of valuation of the Company, the rights and privileges of the Purchaser under this Agreement and the share capital structure of the Company to any person except with the prior written consent of the Purchaser (such consent not to be unreasonably withheld).

12.3 In the event that any party becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to make disclosure not permitted under Clause 12.1 and 12.2, such party (“Disclosing Party”) shall provide the other parties (“Non-Disclosing Parties”) with prompt written notice of that fact so that the appropriate party may seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedies. In such event, the Disclosing party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information to the extent reasonably requested by any Non-Disclosing Party.

12.4 Clauses 12.1, 12.2 and 12.3 shall cease to have effect and cease to be binding on the parties hereto after the expiry of six (6) months following the Completion or at the time of public filling of the Company’s registration statement pursuant to a Qualified IPO, whichever is earlier. For the avoidance of doubt, any information relating to the transactions contemplated hereby and by the Transaction Documents, to the extent such information has been made public, through public disclosure in a registration statement or otherwise (not attributable to the Purchaser in violation of any of the Clauses 12.1, 12.2 and 12.3), shall not be deemed confidential information in respect of the Purchaser.

13. ASSIGNMENT AND COUNTERPARTS

13.1 This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective assigns and successors.

13.2 The Purchaser may assign and transfer in whole but not in part, to any of its subsidiaries, associated or affiliated companies, its rights, benefits and obligations in this Agreement including without limitation the benefit of any representations, warranties and undertakings contained herein. However, the Purchaser may not assign and transfer any of its rights, benefits and obligations in this Agreement to any direct competitors of the Company upon the assign or transfer. Save as aforesaid, no party hereto may assign or transfer any of his or its rights or obligations under this Agreement.

13.3 This Agreement may be entered into by any party by executing a counterpart hereof. All such counterparts when taken together shall constitute one and the same instrument and this Agreement shall only take effect upon the execution by each of the parties hereto.

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14. NOTICES AND OTHER COMMUNICATION

Any notice or other communication to be given under this Agreement shall be in writing and may be delivered by hand or given by facsimile or sent by an established courier service to the address or fax number from time to time designated, the initial address and fax number so designated by each party are set out in Schedule 7. Any such notice or communication shall be sent to the party to whom it is addressed and must contain sufficient reference and/or particulars to render it readily identifiable with the subject matter of this Agreement. If so delivered by hand or given by facsimile such notice or communication shall be deemed received on the date of despatch and if so sent by an established courier service, shall be deemed received three (3) Business Days after the date of despatch.

15. FURTHER ASSURANCE

Each of the parties shall at its/his (as the case may be) own costs, from time to time on request, do or procure the doing of all acts and/or execute or procure the execution of all documents in a form satisfactory to the other parties which the other parties may reasonably request for giving full effect to this Agreement and securing to the other parties the full benefit of the rights, powers and remedies conferred upon the other parties in this Agreement.

16. COSTS AND EXPENSES

16.1 Each party hereto shall bear its own fees and expenses in connection with the preparation and negotiation of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including without limitation, legal and other professional fees and expenses.

16.2 Taxes and governmental fees in respect of the carrying into effect of this Agreement shall be born by the parties in accordance with PRC laws and regulations.

17. UPDATING OF CERTAIN EXHIBITS

17.1 The Warrantors may (i) from time to time, prior to or at the Completion, supplement or amend Exhibit A and (ii) from the date hereof until March 9, 2007 supplement or amend Exhibit B. If any such a supplement or amendment of any section of Exhibit A materially and adversely affects the benefits to be obtained by the Purchaser under this Agreement, then the Purchaser shall have the right to terminate this Agreement, but such termination shall be the Purchaser’s sole remedy relating to matters set forth in

17

amendments or supplements to any section of Exhibit A. Notwithstanding any other provision hereof to the contrary, Exhibit A and the representations and warranties made by the Warrantors shall be deemed for all purposes to include and reflect the aforementioned supplements and amendments to Exhibit A as of the date hereof and at all times thereafter, including as of the Completion. Notwithstanding any other provision hereof to the contrary, Exhibit B and the representations and warranties made by the Warrantors shall be deemed for all purposes to include and reflect the aforementioned supplements and amendments to Exhibit B as of the date hereof and at all times thereafter, including as of the Completion.

18. GOVERNING LAW AND JURISDICTION

18.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to principles of conflicts of law thereunder.

18.2. Dispute Resolution.

(a) Any dispute, controversy or claim arising out of or in connection with or relating to this Warrant, or the interpretation, breach, termination or validity hereof, shall be resolved through consultation between any of the parties hereto. Such consultation shall begin immediately after one party has delivered to one or more other parties a written request for such consultation (the “Request for Consultation”). If, within thirty (30) days following the date on which the Request for Consultation is delivered, the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either party to the dispute with written notice to the other (the “Dispute Notice”).

(b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”). There shall be three (3) arbitrators. The complainant or complainants, on the one hand, and the respondent or respondents, on the other, shall each nominate one (1) arbitrator within thirty (30) days after the delivery of the Dispute Notice to the respondent(s). The appointment of party-nominated arbitrators shall be confirmed by the Centre. Both arbitrators shall agree on the third arbitrator within thirty (30) days of their confirmation by the Centre. Should either the complainant(s) or respondent(s) fail to appoint an arbitrator or should the two arbitrators fail within thirty (30) days to reach agreement on the third arbitrator, such arbitrator shall be appointed by the Secretary General of the Centre. At least the third arbitrator shall be literate in reading and understanding Chinese language.

(c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the UNCITRAL Arbitration Rules as administered by the Centre at the time of the arbitration. However, if such rules conflict with the provisions of this Clause 18, including the provisions concerning the appointment of arbitrators, the provisions of this Clause 18 shall prevail.

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(d) The arbitrators shall decide any dispute submitted by the parties thereto strictly in accordance with the substantive law of Hong Kong and shall not apply any other substantive law.

(e) Each party hereto shall cooperate with any of the parties to the dispute in making full disclosure of and providing complete access to all information and documents requested by any of the parties to the dispute in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party.

(f) The costs of arbitration shall be borne by the losing party or parties, unless otherwise determined by the arbitration tribunal.

(g) When any dispute occurs and when any dispute is under arbitration, except for the matters in dispute the parties shall continue to fulfill their respective obligations and, to the extent not in dispute, shall be entitled to exercise their rights under this Warrant.

(h) The award of the arbitration tribunal shall be final and binding upon the parties to the dispute, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

(i) Any party to a dispute under this Clause 18 shall be entitled to seek injunctive relief from any court of competent jurisdiction pending the constitution of the arbitration tribunal.

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IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by Joshua Guo) /s/ Joshua Guo

for and on behalf of Great Joy Group Limited)

in the presence of : Daisy Chang) /s/ Daisy Chang

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by XU Dong	)	/s/ XU Dong
for and on behalf of	)
Jointly Gold Technologies Ltd.	)
in the presence of :	)
/s/ ZHANG Ruchun
SIGNED by	)	/s/ XU Dong
XU Dong	)
in the presence of :	)
/s/ ZHANG Ruchun
SIGNED by XU Dong	)	/s/ XU Dong
for and on behalf of	)
Noah Education Holdings Ltd.	)
in the presence of:	)
/s/ ZHANG Ruchun

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by TANG Benguo	)	/s/ TANG Benguo
for and on behalf of	)
First Win Technologies Ltd.	)
in the presence of :	)
/s/ ZHANG Ruchun
SIGNED by	)
TANG Benguo	)	/s/ TANG Benguo
in the presence of :	)
/s/ ZHANG Ruchun

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by WANG Xiaotong	)	/s/ WANG Xiaotong
for and on behalf of	)
Global Wise Technologies Ltd.	)
in the presence of :	)
/s/ ZHANG Ruchun
SIGNED by	)	/s/ WANG Xiaotong
WANG Xiaotong	)
in the presence of :	)
/s/ ZHANG Ruchun

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by	)
for and on behalf of	)
Noah Education Technology	)	[Stamp of Noah Education Technology (Shenzhen) Co. Ltd.]
(Shenzhen) Co. Ltd.	)	/s/
in the presence of :	)
/s/ ZHANG Ruchun

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by	)
for and on behalf of	)	[Stamp of Innovative Noah Electronic (Shenzhen) Co. Ltd.]
Innovative Noah Electronic	)	/s/
(Shenzhen) Co. Ltd.	)
in the presence of :	)
/s/ ZHANG Ruchun

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by	)
for and on behalf of	)	[Stamp of New Noah Technology (Shenzhen) Co. Ltd.]
New Noah Technology	)	/s/
(Shenzhen) Co. Ltd.	)
in the presence of:	)
/s/ ZHANG Ruchun

Signature Page of the Share Purchase Agreement

IN WITNESS WHEREOF, the parties executed this Agreement the day and year first above written.

SIGNED by	)
for and on behalf of	)	[Stamp of Bright Sound Electronic Co. Ltd.]
Bright Sound Electronic Co. Ltd.	)	/s/
in the presence of:	)
/s/ ZHANG Ruchun

Signature Page of the Share Purchase Agreement

SCHEDULE 1

LIST OF ORDINARY SHARE SELLERS

Part A

Ordinary shareholder	Price per share (USD)	No. of shares to be sold		Consideration (USD)
Jointly Gold Technologies Ltd.	12.28416	(36,633	)	(450,000	)
First Win Technologies Ltd.	12.28416	(24,422	)	(300,000	)
Global Wise Technologies Ltd.	12.28416	(20,351	)	(250,000	)
		(81,406	)	(1,000,000	)

Part B

Jointly Gold Technologies Ltd.
1.      Type of Entity:	limited liability company
2.      Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.      Date of Establishment:	February 20, 2004
4.      Place of Incorporation:	British Virgin Islands
5.      Authorized Capital:	US$ 50,000.00
6.      Directors:	XU Dong
First Win Technologies Ltd.
1.      Type of Entity:	limited liability company
2.      Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.      Date of Establishment:	March 5, 2004
4.      Place of Incorporation:	British Virgin Islands
5.      Authorized Capital:	US$ 50,000.00

Schedule 1

6.      Directors:	TANG Benguo
Global Wise Technologies Ltd.
1.      Type of Entity:	limited liability company
2.      Legal Address:	Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
3.      Date of Establishment:	March 12, 2004
4.      Place of Incorporation:	British Virgin Islands
5.      Authorized Capital:	US$ 50,000.00
6.      Directors:	WANG Xiaotong

Schedule 1

SCHEDULE 2

PARTICULARS OF THE COMPANY

1.      Registered Office:	the offices of M&C Corporate Services Limited, P.O.Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands
2.      Date of Incorporation:	April 8, 2004
3.      CR Number:	134538
4.      Place of Incorporation:	Cayman Islands
5.      Directors:	Xu Dong, Benguo Tang, Xiaotong Wang, Tsang Kwong Yue Conrad, Xiao Xianquan, Barry John Buttifant
6.      Authorized Share Capital as at the date hereof:	US$50,000 divided into 5,000,000,000 shares of par value of US$0.0001 each of which 300,000,000 designated Ordinary Shares and 200,000,000 designated Series A Preference Shares.
7.      Authorized Share Capital as at the Completion Date:	US$50,000 divided into 5,000,000,000 shares of par value of US$0.0001 each of which 300,000,000 designated Ordinary Shares and 200,000,000 designated Series A Preference Shares.
8.      Issued Share Capital:	as per the Capitalization Table in Exhibit C.

Schedule 2

SCHEDULE 3

BVI EXISTING SHAREHOLDERS

1. XU Dong ( ):

Passport Number: G01452308

Address: No. A4-4A, Cuihai Garden, Lianhua West Road, Futian District, Shenzhen City, PRC

2. TANG Benguo ( )

Passport Number: G04339504

Address: No. 2-2-2B, Xinghaimingcheng, Nanshan District, Shenzhen City, PRC

3. WANG Xiaotong ( )

Passport Number: G04327510

Address: No. A32A, Cuihai Garden, Zhuzilin, Futian District, Shenzhen City, PRC

Schedule 3

SCHEDULE 4

LIST OF WFOES

Noah Education Technology (Shenzhen) Co. Ltd.
1.      Type of Entity:	Wholly Foreign-owned Enterprise
2.      Legal Address:	No. 1002, 10th F, Building B, Tian’an Hi-tech Venture Park, Chegong Temple, Futian District, Shenzhen, PRC
3.      Date of Establishment:	March 29, 2006
4.      Place of Incorporation:	Shenzhen, China
5.      Registered Capital:	US$250,000
6.      Total Investment:	US$350,000
7.      Legal Representative:	Mr. XIAO Xianquan
Innovative Noah Electronic (Shenzhen) Co. Ltd.
1.      Type of Entity:	Wholly Foreign-owned Enterprise
2.      Legal Address:	10th F, Building B, Tian’an Hi-tech Venture Park, Shen South West Road, Futian District, Shenzhen, PRC
3.      Date of Establishment:	June 7, 2004
4.      Place of Incorporation:	Shenzhen, China
5.      Registered Capital:	US$ 5,000,000
6.      Total Investment:	US$12,500,000
7.      Legal Representative:	Mr. XU Dong
New Noah Technology (Shenzhen) Co. Ltd.
1.      Type of Entity:	Wholly Foreign-owned Enterprise

Schedule 4

2.      Legal Address:	East 6th F, Building 303, Industrial Area, Chegong Temple, Futian District, Shenzhen, PRC
3.      Date of Establishment:	November 23, 2003
4.      Place of Incorporation:	Shenzhen, China
5.      Registered Capital:	RMB 10,000,000
6.      Total Investment:	RMB 14,280,000
7.      Legal Representative:	Mr. Xu Dong
Bright Sound Electronic (Shenzhen) Co. Ltd.
1.      Type of Entity:	Wholly Foreign-owned Enterprise
2.      Legal Address:	No. 601, East 6th F, Building 303, Industrial Area, Chegong Temple, Futian District, Shenzhen, PRC
3.      Date of Establishment:	July 4, 2006
4.      Place of Incorporation:	Shenzhen, China
5.      Registered Capital:	US$ 150,000
6.      Total Investment:	US$150,000
7.      Legal Representative:	Mr. XU Baolin

Schedule 4

SCHEDULE 5

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE WARRANTORS

Each of the Warrantors jointly and severally represents and warrants to the Purchaser that, except as set forth in the Schedule of Exceptions (“Schedule of Exceptions”) attached to this Agreement as Exhibit A (which Schedule of Exceptions shall be deemed to be representations and warranties to the Purchaser), the statements in this Schedule 4 are all true, correct and complete.

In this Schedule, any reference to a party’s “knowledge” means such party’s actual knowledge of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.

1. Organization, Good Standing and Qualification. Each of the Company and the WFOEs is duly organized, validly existing and in good standing under, and by virtue of, the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. Each of the Company and the WFOEs is qualified to do business (including but not limited to the Business) and is in good standing in each jurisdiction where failure to be so qualified would have a material adverse effect on its financial condition, business or operations. No order has been made or petition presented or resolution passed for the winding up, liquidation or dissolution of any of the Company and the WFOEs and no distress, execution or other process has been levied on assets of any of the Company and the WFOEs.

2. Capitalization. The information set out in Schedules 1 to 4 and in the Capitalization Table of the Company attached hereto as Exhibit C is true, correct and complete. Except as set out therein, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase or be issued or allotted with any of the shares of the Company. As of the date hereof, the Company has a total of 14,734,423 Ordinary Shares and the Lehman Warrant* issued and outstanding on a fully-diluted and as-converted basis.

*Lehman Warrant: Warrant to Purchase Ordinary Shares of Noah Education Holdings Ltd. entered into by the Company and Lehman Brothers Commercial Incorporation Asia Limited (“Lehman”) dated March 16, 2007, by which Lehman is entitled to purchase from the Company such number of newly issued Ordinary Shares of the Company, free and clear of all liens and encumbrances that is equal to (i) US$7,500,000 divided by (ii) the Exercise Price (as defined in the Lehman Warrant), rounded up to the nearest whole number.

3. Subsidiaries. Except for its ownership of the entire registered capital of the WFOEs,

Schedule 5

the Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity, on or before Completion.

4. Due Authorization. All corporate action on the part of each of the Company and the WFOEs, and its officers, directors and shareholders necessary for the authorization, execution and delivery of, and the performance of all obligations under this Agreement has been taken or will be taken prior to the Completion. This Agreement is a valid and binding obligation of the parties thereto enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

5. Liabilities. Prior to and upon the Completion, there are no liabilities or obligations (including without limitation liabilities under guarantees or indemnities or other contingent liabilities) which have been assumed or incurred, or agreed to be assumed or incurred, by any of the Company and the WFOEs, other than account payables in the ordinary course of business. None of the Company or the WFOEs is a party to or is liable (including, without limitation, contingently) under any guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person’s obligation. None of the Company or the WFOEs has any indebtedness for borrowed money that it has directly or indirectly created, incurred, assumed, or guaranteed, or for which any of them has otherwise become directly or indirectly liable.

6. Title to Properties and Assets.

(a) Properties Assets. Each of the Company and the WFOEs has good and marketable title to its properties and assets owned by it (“Proprietary Assets”, which includes the Intellectual Property) held in each case subject to no mortgage, pledge, lien, encumbrance, security interest or charge of any kind. With respect to the property and assets it leases, each of the Company and the WFOEs is in compliance with such leases and except as disclosed in Exhibit A each of the Company and the WFOEs holds valid leasehold interests in such assets free of any liens, encumbrances, security interests or claims of any party other than the lessors of such property and assets.

(b) Intellectual Properties. Except for the Intellectual Property stipulated in Exhibit B, neither the Company nor any of the WFOEs nor their respective subsidiary or affiliate owns any Intellectual Properties which has a material effect on the Business of the Company that has not been disclosed to parties hereof.

7. Status of Proprietary Assets.

(a) Ownership. Each of the Company and the WFOEs has full title and ownership of, or has license to, all assets necessary to enable it to carry on the Business

Schedule 5

without any conflict with or infringement of the rights of others. To the best knowledge of the Company and the WFOEs, no third party has any ownership right, title, interest, claim in or lien on any Proprietary Assets of the Company or the WFOEs. Each of the Company and the WFOEs has taken all steps reasonably necessary to preserve its legal rights in, and the secrecy of, all its Proprietary Assets, except those for which disclosure is required for legitimate business or legal reasons.

(b) Licenses; Other Agreements. Except for options or licenses that were granted in the ordinary course of business consistent with past practice, none of the Company or the WFOEs has granted, and there are not outstanding, any options or licenses of any kind relating to any of its Proprietary Assets, nor is any of the Company or the WFOEs bound by or a party to any option or license of any kind with respect to any of its Proprietary Assets which would reasonably be expected to have a Material Adverse Effect on the Company. Except for royalties or payments incurred in the ordinary course of business consistent with past practice, none of the Company or the WFOEs is obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any Proprietary Asset or any other property or rights.

(c) No Infringement. The Intellectual Property (including any software) used or developed or planned to be used or under development by any of the Company or the WFOEs do not, and are not likely to (to the knowledge of the Company and the WFOEs), infringe any intellectual property right of any other person, and all licences to any of the Company or the WFOEs in respect of any Intellectual Property are in full force and effect and no party to an agreement relating to the use by any of the Company or the WFOEs of intellectual property of another person is, or has at any time been, in breach of that agreement, except as disclosed in Exhibit A attached hereto. None of the Intellectual Property registered or alleged to be owned by any of the Company or the WFOEs has been wrongfully or unlawfully acquired by any of the Company or the WFOEs. All the Intellectual Property registered or owned by any of the Company or the WFOEs and the validity or subsistence of right, title and interest of any of the Company or the WFOEs therein, is not the subject of any current, pending or, to the knowledge of the Company, threatened challenge, claim or proceedings, including without limitation opposition, cancellation, revocation or rectification, and has not during the period of one year prior to Completion been the subject of any challenge, claim or proceeding, and, to the knowledge of the Company, there are no facts or matters which might give rise to any such challenge, claim or proceedings.

(d) No Breach by Employee. No employee or, to the knowledge of the Company, consultant of any of the Company or the WFOEs is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency,

Schedule 5

or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for such company or to promote the interests of such company or that would conflict with its business as proposed to be conducted. To the reasonable knowledge of the Company and the WFOEs, the carrying on of the business of each of the Company and the WFOEs by the employees and contractors of such company and the conduct of its business as presently proposed, does not conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees or contractors of such company is now obligated. To the best knowledge of the Company and the WFOEs, at no time during the conception of or reduction of any Intellectual Property of the Company and the WFOEs to practice was any developer, inventor or other contributor to such Intellectual Property operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the rights of any of the Company and the WFOEs in such Intellectual Property.

(e) Computer System. Except as disclosed in Exhibit A, none of the records, systems, data or information of any of the Company and the WFOEs is recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held (including, without limitation, an electronic, mechanical or photographic process computerised or not) which are not under the exclusive ownership and direct control of the Company and the WFOEs.

7. No Disclosure. To its reasonable knowledge, none of the Company or the WFOEs has (otherwise than in the ordinary and normal course of business) disclosed, or permitted to be disclosed, or undertaken or arranged to disclose, to any person other than its shareholders and the Purchaser any of its know-how, trade secrets, confidential information, price lists or lists of customers or suppliers.

(g) Protective Measures. Each of the Company and the WFOEs has taken reasonable and appropriate steps to keep confidential material technical information developed by or belonging to it, which has not been patented or copyrighted. Each of the Company and the WFOEs has taken commercially reasonable steps to preserve and protect all Intellectual Property rights registered or owned by it, including without limitation registration and the full payment of all renewal fees for the registration of such Intellectual Property.

8. Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any of the Company or the WFOEs is a party or by which it is bound that are (i) material and related to the conduct and operations of its business and properties; (ii) material and involve any of the officers, consultants, directors,

Schedule 5

employees or shareholders of any of the Company or the WFOEs; or (iii) obligate any of the Company or the WFOEs to share, license or develop any product or technology have been made available for inspection by the Purchaser and its counsel. For purposes of this Section 8, “material” shall mean any agreement, contract, indebtedness, liability, arrangement or other obligation either: (i) having an aggregate value, cost or amount in excess of US$50,000 within a 12 month period or (ii) not terminable upon ninety (90) days’ notice without incurring any penalty or obligation.

9. Litigation. Except as described in Exhibit A, there is no action, suit, proceeding, claim, arbitration or investigation (“Action”) pending (or, to the best knowledge of the Company and the WFOEs currently threatened) against any of the Company or the WFOEs, the activities, properties or assets of any of the Company or the WFOEs or, to the best knowledge of the Company and the WFOEs, against any officer, director or employee of any of the Company or the WFOEs in connection with such officer’s, director’s or employee’s relationship with, or actions taken on behalf of any of the Company or the WFOEs. To the best knowledge of the Company and the WFOEs, there is no factual or legal basis for any such Action that would reasonably be expected to result in a Material Adverse Effect. By way of example but not by way of limitation, there are no Actions pending or, to the best knowledge of the Company and the WFOEs, threatened (or any basis therefor) relating to the prior employment of any employees or consultants of any of the Company or the WFOEs, their use in connection with the business of any of the Company or the WFOEs of any information, technology or techniques allegedly proprietary to any of their former employers, clients or other parties, or their obligations under any agreements with prior employers, clients or other parties that would reasonably be expected to result in a Material Adverse Effect. None of the Company or the WFOEs is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality and there is no Action by any of the Company or the WFOEs currently pending or which it intends to initiate, except as disclosed in Exhibit A attached hereto.

10. Governmental Consents. All consents, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority (“Governmental Authorizations”) on the part of each of the Company and the WFOEs required in connection with the consummation of the transactions contemplated herein and for the conduct and operation of the Business shall have been obtained prior to and be effective as of the Completion.

11. Compliance with Other Instruments. None of the Companies or the WFOEs is in any violation, breach or default of any term of its constitutional documents which may include, as applicable, memoranda and articles of association, feasibility studies and the like (the “Constitutional Documents”), or in any material respect of any term or provision of any material mortgage, indenture, contract, agreement or instrument to which any of the Company or the WFOEs is a party or by which it is bound (the “ Company Contracts”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon any of the Company or the WFOEs.

Schedule 5

The execution, delivery and performance of and compliance with this Agreement and the consummation of the transactions contemplated hereby does not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Constitutional Documents of any of the Company or the WFOEs, or any Company Contract or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any of the Company or the WFOEs except for such defaults under Company Contracts that would not adversely affect the ability of the Company or the WFOEs to carry out their obligations under, and to consummate the transactions contemplated by, this Agreement.

12. Registration Rights. Except as provided in the Amended and Restated Shareholders’ Agreement, the Company has not granted or agreed to grant any person or entity any registration rights (including piggyback registration rights).

13. Financial Statements. Attached hereto as Exhibit D are copies of the (i) unaudited combined financial statements of the Company and the WFOEs (and the notes and schedules thereto) as of and for the years ended December 31, 2004 and 2005 and (ii) unaudited combined financial statements of the Company and the WFOEs for the six-month period ended June 30, 2006. Such financial statements are collectively referred to herein as the “Financial Statements.” For the purposes of this Agreement, the unaudited consolidated balance sheet of the Company, which is included in the Financial Statements, as of June 30, 2006, is referred to as the “Balance Sheet” and June 30, 2006 is referred to as the “Balance Sheet Date”. Such Financial Statements (a) are in accordance with the books and records of the Company and the WFOEs, (b) are true, correct and complete and present fairly the financial condition of the Company and the WFOEs at the date or dates therein indicated and the results of operations for the period or periods therein specified, and (c) have been prepared in accordance with generally accepted IFRS principles applied on a consistent basis. Specifically, but not by way of limitation, the respective balance sheets of the Financial Statements disclose all material debts, liabilities and obligations of any nature of the Company and the WFOEs, whether due or to become due, as of their respective dates (including, without limitation, absolute liabilities, accrued liabilities, disputed liabilities and contingent liabilities) to the extent such debts, liabilities and obligations are required to be disclosed in accordance with generally accepted accounting principles. Each of the Company and the WFOEs has good and marketable title to all assets set forth on the balance sheet of the Financial Statements, except for such assets as have been spent, sold or transferred in the ordinary course of business since their respective dates.

The Company’s 2006 Audited Annual Net Income will be no less than US$10.8 million.

14. Certain Actions. Since the Balance Sheet Date, none of the Company or the WFOEs has: (a) except as otherwise disclosed in Exhibit A attached hereto declared or paid

Schedule 5

any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital share or any other equity interest; (b) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$500,000 or in excess of US$1,000,000 in the aggregate; (c) made any loans or advances to any person, other than ordinary advances for travel expenses; (d) sold, exchanged or otherwise disposed of any material assets or rights other than in the ordinary course of its business; or (e) entered into any transactions with any of its officers, directors or employees or any entity controlled by any of such individuals.

15. Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to each of the Company and the WFOEs, there has not been:

(a) to the best knowledge of the Company and the WFOEs, any damage, destruction or loss, whether or not covered by insurance that has had or would reasonably be expected to have a Material Adverse Effect;

(b) any waiver by the company of a valuable right or of a material debt owed to it;

(c) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of the company;

(d) any material change or amendment to a material contract or arrangement by which the company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement;

(e) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director not approved by the directors;

(f) any resignation or termination of any key officers;

(g) except as otherwise disclosed in Exhibit A attached hereto any declaration or payment of any dividend or other distribution of the assets;

(h) any sale, assignment or transfer of any Proprietary Assets or other intangible assets of the company other than in the ordinary and usual course of the Business;

(i) any debt, obligation, or liability incurred, assumed or guaranteed by the company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; or

(j) any other event or condition of any character which would materially and adversely affect the assets, properties, financial condition, operating results or business of the Company.

Schedule 5

16. Tax Matters.

(a) Tax Liabilities. Prior to and upon the Completion, none of the Company or the WFOEs has any tax liabilities from tax-related outstanding litigation, or administrative penalty. The provisions for taxes in the Financial Statements are sufficient for the payment of all accrued and unpaid applicable taxes of the Company and the WFOEs, whether or not assessed or disputed as of the date of such balance sheet. There have been no examinations or audits of any tax returns or reports by any applicable governmental agency. Each of the Company and the WFOEs has duly filed all tax returns required to have been filed by it and paid all taxes shown to be due on such returns. There are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

(b) Controlled Foreign Corporation. None of the Company and the WFOEs is nor will become, as a result of the transactions contemplated herein a “controlled foreign corporation”, as defined in the Internal Revenue Code of 1986, as amended (the “Code”).

(c) Passive Foreign Investment Company. Although not free from doubt, the Company does not expect that the Company will be a “passive foreign investment company” (“PFIC”) as defined in the Code, for the current taxable year, and the Company does not expect to conduct its business in a manner that would reasonably be expected to result in the Company becoming a PFIC in the foreseeable future under current laws and regulations.

(d) Classification for U.S. Tax Purposes. Each of the Company and the WFOEs is treated as a corporation for U.S. federal income tax purposes.

17. Related Party Matters.

(a) Related Party Transactions. No officer or director of any of the Company or the WFOEs or any Associate of any such person has, either directly or indirectly, a material interest in: (a) any person or entity which purchases from or sells, licenses or furnishes to any of the Company or the WFOEs any goods, property, technology, intellectual or other property rights or services; or (b) any contract or agreement (other than his or her employment or service agreement with any of the Company or the WFOEs) to which any of the Company or the WFOEs is a party or by which it may be bound or affected. No officer or director of any of the Company or the WFOEs or any Associate of any such person has any employment or service agreement with any of the Company or the WFOEs which provides for an annual remuneration of more than US$100,000.00 per annum.

(b) No Competing Business Interest. The Company or the WFOEs or their

Schedule 5

respective Associate do not have any rights or interests, directly or indirectly, in any businesses other than those now carried on by any of the Company or the WFOEs and their respective subsidiaries which are or are likely to be, or become, competitive with the businesses of the Company or the WFOEs and in respect of which any such person, with its Associates, holds, and is beneficially interested in, less than 5% of any securities in that company.

18. Share Restriction Agreements. Each person who, pursuant to any benefit, bonus or incentive plan of any of the Company or the WFOEs, holds any issued ordinary shares or other securities of any of the Company or the WFOEs or any option, warrant or right to acquire such shares or other securities, has entered into or is otherwise bound by, an agreement granting the relevant company (a) the right to repurchase the shares for the original purchase price, or to cancel the option, warrant or right, in the event the holder’s employment or services with the relevant company terminate for any reason, subject to release of such repurchase or cancellation right on terms and conditions specified by the relevant company, and (b) a right of first refusal with respect to all such shares. The Company has furnished to the Purchaser true and complete copies of the forms of all such share restriction agreements.

19. Power of Attorney. None of the Company or the WFOEs has granted any power of attorney or similar power or authorization to any person (including any director or shareholder), other than in the ordinary course of its business.

20. Compliance with Law

(a) To the reasonable knowledge of the Company and the WFOEs, none of the Company or the WFOEs nor any of their respective directors, employees, officers, consultants or agents has committed any criminal offence or any breach of the requirements or conditions of any statute, treaty, legislation, regulation, bye-law or other obligation relating to any of the Company or the WFOEs or the carrying on of the Business. Each of the Company or the WFOEs has obtained all approvals, licenses, registrations, and consents necessary to own its assets and for the carrying on of its business as it now carries on and all such approvals, licenses, registrations and consents are valid and subsisting.

(b) None of the Company or the WFOEs is the subject of any investigation or inquiry by any governmental or regulatory bodies and to the best knowledge of the Company and the WFOEs there are no facts which are likely to give rise to such investigation or inquiry.

Schedule 5

SCHEDULE 6

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE ORDINARY SHARE SELLERS

Each of the Ordinary Share Sellers hereof severally but not jointly represents and warrants to the Purchaser that, except as set forth in the Schedule of Exceptions attached to this Agreement as Exhibit A (which Schedule of Exceptions shall be deemed to be representations and warranties to the Purchaser) or otherwise disclosed to the Purchaser, the statements in this Schedule 6 are all true, correct and complete.

In this Schedule, any reference to a party’s “knowledge” means such party’s actual knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.

1. Such Ordinary Share Seller has duly executed and delivered this Agreement and on the Completion Date will have duly executed and delivered the other Transaction Documents to which it shall be a party. This Agreement constitutes, and each such Transaction Document, when so executed and delivered, will constitute the legal, valid and binding obligation of such Ordinary Share Seller enforceable against it in accordance with its respective terms except as enforcement thereof may be subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

2. Such Ordinary Share Seller owns the Selling Ordinary Shares set forth opposite its name in Schedule 1 of this Agreement free and clear of any Liens. Upon the delivery of and payment for such Ordinary Share Seller’s Selling Ordinary Shares at the Closing as provided for in this Agreement, the Purchaser will acquire good and valid title to such Ordinary Share Seller’s Selling Ordinary Shares, free and clear of any Lien other than any Lien created by the Purchaser.

3. Immediately prior to the Completion Date, each share of such Ordinary Share Seller’s Selling Ordinary Shares has been duly authorized and validly issued and is fully paid and nonassessable.

4. Except for this Agreement, no subscriptions, options, warrants, conversion or other rights, agreements, commitments, arrangements or understandings of any kind obligating such Ordinary Share Seller, contingently or otherwise, to issue or sell, or cause to be issued or sold, any shares of capital stock of any class of each of the Company or the WFOEs, or any securities convertible into or exchangeable for any such shares, are outstanding, and no authorization therefor has been given. There are no outstanding contractual or other rights or obligations to or of such Ordinary Share Seller to repurchase, redeem or otherwise acquire any outstanding shares or other equity interests of each of the Company and the WFOEs.

Schedule 6

5. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Ordinary Share Seller thereto, and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), create in any other person a right or claim of termination, amendment, or require modification, acceleration or cancellation of, or result in the creation of any Lien (or any obligation to create any Lien) (other than the Liens as contemplated by the Transaction Documents) upon any of the properties or assets of such Ordinary Share Seller or each of the Company and the WFOEs under, (a) to the knowledge of such Ordinary Share Seller any law applicable to such Ordinary Share Seller or any of its respective properties or assets, or (b) any contract, or any other agreement or instrument to which such Ordinary Share Seller is a party or by which any of its respective properties or assets may be bound, except for violations and defaults that, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect with respect to such Ordinary Share Seller, or to materially impair the ability of such Ordinary Share Seller to perform its respective obligations hereunder and under the other Transaction Documents.

Schedule 6

SCHEDULE 7

ADDRESSES AND FAX NUMBERS FOR NOTIFICATIONS

1.	Noah Education Holding Limited
	Address:
		Attn: Mr. XU Dong
	Fax No.:	(86755)-83432793
2.	Jointly Gold Technologies Ltd.
	Address:
		Attn: Mr. XU Dong
	Fax No.:	(86755)-83432793
3.	First Win Technologies Ltd.
	Address:
		Attn: Mr. TANG Benguo
	Fax No.:	(86755)-83432793
4.	Global Wise Technologies Ltd.
	Address:
		Attn: Mr. WANG Xiaotong
	Fax No.:	(86755)-83432793
5.	Great Joy Group Limited
	Address:
	Fax No.:

Schedule 7

EX-4.7

Exhibit 4.7

Execution Copy

AMENDED & RESTATED SHAREHOLDERS’ AGREEMENT

DATED: March 16, 2007

(1) Persons Named in Part A of Schedule 3

(2) Baring Asia II Holdings (22) Limited

(3) Alpha Century Assets Limited

(4) Noah Education Holdings Ltd.

(5) Jointly Gold Technologies Ltd.

(6) First Win Technologies Ltd.

(7) Global Wise Technologies Ltd.

(8) Gallop Jumbo International Limited

(9) Dynamic View Investments Limited

(10) Master Topful Limited

(11) Lehman Brothers Commercial Corporation Asia Limited

AMENDED & RESTATED SHAREHOLDERS’ AGREEMENT

relating to

Noah Education Holdings Ltd.

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AMENDED & RESTATED SHAREHOLDERS’ AGREEMENT

DATED: March 16, 2007

BETWEEN:

(1) The Persons Whose Names and Addresses are set out in Part A of Schedule 3 (“BVI Existing Shareholders”);

(2) Baring Asia II Holdings (22) Limited, a company incorporated in the British Virgin Islands with its principal place of business at P.O. Box 431, 13-15 Victoria Road, St. Peter Port, Guernsey, Channel Islands, GY1 3ZD, United Kingdom (“Baring”);

(3) Alpha Century Assets Limited, a company incorporated in the British Virgin Islands with its registration address at P.O. Box 957, Offshore Incorporation Centre Road Town, Tortola, British Virgin Islands ( “Alpha”);

(4) Jointly Gold Technologies Ltd., a company incorporated in the British Virgin Islands with its registered office at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (“BVI 1”);

(5) First Win Technologies Ltd., a company incorporated in the British Virgin Islands with its registered office at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (“BVI 2”);

(6) Global Wise Technologies Ltd., a company incorporated in the British Virgin Islands with its registered office at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (“BVI 3”);

(7) Gallop Jumbo International Limited, a company incorporated in the British Virgin Islands with its registered office at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (“BVI 4”);

(8) Dynamic View Investments Limited, a company incorporated in the British Virgin Islands by Key Employees of the Group Company, with its registered office at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (“BVI 5”);

(9) Master Topful Limited, a company incorporated in the British Virgin Islands with its principal place of business at Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (“BVI 6”);

BVI 1, BVI 2, BVI 3, BVI 4, BVI 5 and BVI 6 hereinafter (“BVI”);

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(10) Lehman Brothers Commercial Corporation Asia Limited, a company incorporated in Hong Kong SAR, China with its principal place of business at Two International Finance Centre, 26^th Floor, 8 Finance Street, Central, Hong Kong (“Lehman Brothers”); and

(11) Noah Education Holdings Ltd., a company incorporated in Cayman Islands with its registered office at the offices of M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (“Company”).

WHEREAS:

(A) Baring, BVI (excluding BVI 6), BVI Existing Shareholders, the Group Companies (excluding Bright Sound Limited) and Lehman Brothers have entered into a share purchase agreement dated March 7, 2007 (the “Share Purchase Agreement”).

(B) The Company, Baring, BVI (excluding BVI 6), BVI Existing Shareholders and Alpha are parties to that certain shareholders’ agreement dated April 19, 2004 (the “Prior Shareholders’ Agreement”).

(C) The Company, Baring, BVI, BVI Existing Shareholders, Alpha and Lehman Brothers desire to enter into this Agreement and to amend and restate the Prior Shareholders’ Agreement so that it is superseded and replaced hereby in its entirety by this Agreement.

(D) The rights and privileges of the Series A Preference Shareholders are set out in the written resolutions of the shareholders of the Company in the form of Schedule 1.

NOW THEREFORE the Prior Shareholders’ Agreement is hereby amended and restated as follows:

1. INTERPRETATION

1.1 In this Agreement, including the Recitals, the following expressions shall, except where the context otherwise requires, have the following meanings:

“Articles”

the Articles of Association of the Company, as amended from time to time;

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“Associate”

(i) as to any body corporate, any other body corporate, unincorporated entity or person directly or indirectly Controlling, directly or indirectly Controlled by or under direct or indirect common Control with, such body corporate; and

(ii) as to any individual, his spouse, or legitimate child;

“BAPE Group”

Baring Asia Private Equity Fund B.V., its wholly owned subsidiaries, and wholly owned investment vehicles and funds solely managed by Baring Private Equity Partners Group, its holding company or any company which is a wholly owned subsidiary, associated or affiliated company of Baring Private Equity Partners Group or its holding company;

“Board”

the board of Directors for the time being of the Company;

“BVI”

Jointly Gold Technologies Ltd., First Win Technologies Ltd., Global Wise Technologies Ltd., Gallop Jumbo International Limited, Dynamic View Investments Limited and Master Topful Limited, collectively;

“BVI Existing Shareholders”

four (4) individuals as specified in Schedule 3;

“Business Day”

a day, excluding Saturdays, on which banks in Hong Kong are open for business throughout their normal business hours;

“Control”

in relation to a body corporate, the power of a person directly or indirectly to secure that the affairs of such body corporate are conducted in accordance with the wishes of that person:

(i) by means of the holding of shares or the possession of voting power (either at shareholder level or director level) in or in relation to that or any other body corporate; or

(ii) by virtue of any powers conferred by the memorandum and articles of association or by-laws or other similar documents regulating that or any other body corporate;

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“Director”

any director for the time being of the Company and where applicable, any alternate director;

“Dispose”

to make or to effect any sale, assignment, exchange, transfer, or to grant any option, right of first refusal or other right or interest whatsoever or to enter into agreement for any of the same and the expression “Disposal” shall be construed accordingly;

“Encumbrance”

any mortgage, charge, pledge, lien (otherwise than arising by statute or operation of law), hypothecation, equities, adverse claims, or other encumbrance, priority or security interest, over or in any property, assets or rights of whatsoever nature or interest or any agreement for any of the same and the expression “Encumber” shall be construed accordingly;

“ESOP”

any equity incentive plan adopted by any Group Company from time to time in relation to the grant or issue of stock options to its employees, officers, directors, consultants and/or other eligible persons;

“ESOP Share”

any Ordinary Share granted pursuant to stock options under ESOP;

“Group Companies”

the Company and its Subsidiaries from time to time and the expression “Group” shall be construed accordingly; a list of the Group Companies in this Agreement as at the date hereof is set out in Schedule 2;

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

“IFRS”

means the International Financial Reporting Standards as currently in effect, and as promulgated, amended or supplemented by the International Accounting Standards Board from time to time;

“IPO”

has the meaning ascribed to it in Clause 19;

“Lehman Brothers Group”

Lehman Brothers Commercial Corporation Asia Limited and any of its wholly owned subsidiaries, associated or affiliated companies, together with any of their permitted transferees and assignees;

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“Liquidation Event”

any liquidation, winding up or dissolution of any Group Company, or any Sale Event, or any initial public offering of Securities in the Company which is not a Qualified IPO; for the avoidance of doubt, a Qualified IPO is not a Liquidation Event;

“Ordinary Shares”

ordinary shares of par value of US$0.0001 each in the capital of the Company;

“Ordinary Shareholder”

a holder of any Ordinary Share other than the ESOP Share;

“Original Contribution”

means in respect of Lehman Brothers Group, the purchase price of the Series A Preference Shares purchased by it under the Share Purchase Agreement, which totaled US$10,000,006 (at US$12.28416 per share, for 814,057 Series A Preference Shares in total); and in respect of BAPE Goup and Alpha, their pro rata share of the difference between the total subscription price of the Series A Preference Shares issued under the Share Subscription Agreement (US$16 million) and Lehman Brothers Group’ Original Contribution (US$10,000,006), which equal US$5,999,994. For the avoidance of doubt, BAPE Group’s Original Contribution shall be deemed to be US$4,999,994 and Alpha’s Original Contribution shall be deemed to be US$1,000,000.

“PRC” or “China”

the People’s Republic of China;

“Preference Shareholder(s)”

holder(s) of Series A Preference Shares;

“Prior Shareholders’ Agreement”

the shareholders’ agreement dated April 19, 2004, and entered into by and among Baring, Alpha, BVI (excluding BVI 6), BVI Existing Shareholders and the Company;

“Qualified IPO”

a firmly underwritten initial public offering by the Company of its Ordinary Shares on any public stock exchange of international reputation and standing with total offering proceeds to the Company of not less than US$50 million (or any cash proceeds of other currency of equivalent value) (before deduction of underwriters commissions and expenses);

“Sale Event”

any trade sale, merger, acquisition, reorganisation or other transaction

6

involving any Group Company in which the original shareholders do not retain a majority of the voting power in the surviving entity, or any change in the control, or a sale of all or substantially all of the assets or business of any Group Company;

“SEC”

Securities and Exchange Commission of the United States of America, or any other federal agency for the time being administering the Securities Act;

“Securities”

any shares, stocks, debentures, funds, bonds, notes or any rights, warrants, options or interests in respect of any of the foregoing or any other derivatives or instruments having similar economic effect;

“Securities Act”

the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

“Series A Preference Shares”

series A preference shares of par value of US$0.0001 each in the capital of the Company;

“Series A Preference Shareholder”

a holder of any Series A Preference Share;

“Shares”

any of the Ordinary Shares and the Series A Preference Shares;

“Shareholders”

any or all of those persons and entities at any time holding any class of Shares of the Company;

“Share Purchase Agreement”

the share purchase agreement dated March 7, 2007, and entered into by and among Baring, BVI (excluding BVI 6), BVI Existing Shareholders, Lehman Brothers and the Group Companies (excluding Bright Sound Limited);

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“Share Subscription Agreement”

the share subscription agreement dated April 19, 2004, and entered into by and among Alpha, Baring, BVI (excluding BVI 6), BVI Existing Shareholders, WONG Sinfung and the Company;

“Subsidiary”

has the meaning ascribed to it by section 2 of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

“Subsidiary Boards” or “Subsidiary Board”

the boards of directors for the time being of each of the subsidiaries of the Company and a “Subsidiary Board” means any of them;

“US$”

United States dollars, the lawful currency of the United States of America;

“Warrantors”

BVI and BVI Existing Shareholders;

1.2 In this Agreement:

(a) references to recitals, Clauses and Schedules are to the clauses and sub-clauses of, and the recitals and schedules to, this Agreement;

(b) references to any statutory provision or any rule or regulation (whether or not having the force of law) shall be construed as references to the same as amended, varied, modified, consolidated or re-enacted from time to time and to any subordinate legislation made under such statutory provision;

(c) references to parties are to parties of this Agreement;

(d) words importing the singular include the plural and vice versa, words importing one gender include every gender, and references to persons include bodies corporate and unincorporated; and

(e) headings are for ease of reference only and shall not affect the interpretation of this Agreement.

1.3 The recitals and the Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Recitals, the Schedules and the Exhibits.

1.4 The expressions “Ordinary Shareholders” and “Series A Preference Shareholders” shall, where the context permits, include their respective successors, assigns and personal representative (where applicable).

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2. BUSINESS OF THE GROUP

2.1 The Group Companies shall not conduct any business or activity other than in the field of the research and development, manufacture, and distribution of electronic education products in accordance with business plans approved by the Board or Subsidiary Boards (as the case may be).

2.2 Any business plan prepared by or for the Group Companies and delivered to the Preference Shareholders on or prior to or after the date hereof shall be carried out by such Group Company on a best endeavours basis.

3. BOARD CONSTITUTION AND BOARD AND SHAREHOLDERS’ MEETING AND BOARD COMMITTEE

3.1 The maximum number of persons comprising each of the Board and the Subsidiary Boards shall be six (6) unless otherwise agreed by a majority vote of the Shareholders and consented to by Preference Shareholder(s) then holding no less than 51% of the issued Series A Preference Shares.

3.2 Preference Shareholder(s) holding no less than 51% of the issued and outstanding Series A Preference Shares shall be entitled, by written notice to the Company, to nominate and elect one (1) person to each of the Board and the Subsidiary Boards as director and to remove such director nominated by it and to nominate and elect other person to replace the person removed.

3.3 The Company and the Subsidiary shall provide to the observer(s), concurrently with the members of the Board and the Subsidiary Boards, in the same manner, notices of all meetings of the Board and the Subsidiary Boards and respective committees thereof and a copy of all materials and information provided to such members.

3.4 So long as the BVI is the legal and beneficial owner of not less than 51% of all the Shares, it shall be entitled to, by the written notice to the Company, Baring and Lehman Brothers, to nominate and elect four (4) persons to the Board as directors, and to remove such directors nominated by it and to nominate and elect other persons to replace the persons removed.

3.5 The directors on the Board and the Subsidiary Boards upon and after the completion of the Share Purchase Agreement shall be as follows:

Board: one (1) person to be nominated by Baring, four (4) persons to be nominated by BVI and one (1) person to be nominated by a unanimous resolution of all of the Shareholders.

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Subsidiary Board (including but not limited to the Board of Subsidiaries wholly–owned by the Company): one (1) person to be nominated by Baring and four (4) persons to be nominated by BVI and one (1) person to be nominated by a unanimous resolution of all of the Shareholders.

3.6 Each of the Board and the Subsidiary Boards shall convene at least four (4) meetings in each fiscal year.

3.7 In relation to meetings of the Board and the Subsidiary Boards, each director shall be given not less than ten (10) Business Days’ written notice of meetings, but any meeting held without such notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting waive notice of the meeting in writing; and for this purpose, the presence of a director at a meeting shall be deemed to constitute a waiver on his part in respect of such meeting.

3.8 One (1) director appointed by the Preference Shareholders pursuant to Clause 3.2 above plus two (2) directors appointed by BVI constitute a quorum. A resolution signed by a majority of the directors (including at least one director nominated by Baring) of the Board or any Subsidiary Board, entitled to receive notice of a meeting of such directors shall be as valid and effectual for all purposes as a resolution of such directors duly passed at a meeting of the Board (or Subsidiary Board, as the case may be) duly convened, held and constituted provided that:

(a) where such resolution is in relation to any contract or arrangement in which a director or directors are interested, it shall not be effective unless the number of directors signing the resolution who are not interested in the contract or arrangement would have constituted a quorum of directors if a meeting had been held for the purpose of considering the contract or arrangement;

(b) when a director has approved a resolution by facsimile, the original of the signed copy shall be deposited with the relevant Group Company in its registered office or such other office as the relevant Group Company may designate for this purpose from time to time by such director as soon as possible thereafter. Any such resolution may consist of several documents, provided each such document is signed by one or more directors; and

(c) resolutions relating to matters provided in Clause 4 shall not be effective unless and until any consent of Preference Shareholder(s) then holding no less than 51% of the issued Series A Preference Shares required under Clause 4 has been obtained.

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3.9 BVI and BVI Existing Shareholders shall procure that the Subsidiary Board shall not pass or adopt any resolution in connection with a single transaction or a series of related transactions within any 12-month period in excess of US$100,000.00 except (i) with the prior written consent of the Board, (ii) not less than ten 10 Business Days’ prior written notice of such proposed resolution has been given to Lehman Brothers and at least one (1) director of the Board appointed by Baring.

3.10 The Board shall give not less than ten (10) Business Days’ notice of meetings of Shareholders to those persons whose names on the date the notice is given appear as Shareholders in the register of members of the Company and are entitled to vote at the meeting.

3.11 A meeting of the Shareholders is duly constituted if, at the commencement of and throughout the meeting, there are present in person or by proxy:

(a) the holders of Series A Preference Shares holding not less than an aggregate of 50% of the outstanding Series A Preference Shares; and

(b) the holders of Ordinary Shares being not less than an aggregate of 50% of all Ordinary Shares in issue.

3.12 A meeting of Shareholders will be adjourned to the same time and place seven (7) Business Days later if a quorum is not present at that Shareholders’ meeting. If at such adjourned meeting a quorum is still not present within forty-five minutes from the time appointed for the meeting, the Shareholders present shall constitute a quorum. Except for the business as outlined in the notice to Shareholders, no other business shall be transacted thereat.

3.13 Each Series A Preference Share shall carry such number of votes as is equal to the number of votes of Ordinary Shares then issuable upon the conversion of such Series A Preference Shares into Ordinary Shares. The Series A Preference Shareholders and the other Shareholders shall vote together and not as a separate class.

3.14 Any shareholders’ meeting of any Group Company and any meeting of the Board or a Subsidiary Board may be held, and any shareholder or as the case may be director may participate in such meeting, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other; and such participation shall be deemed to constitute presence in person at the meeting.

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4. MATTERS REQUIRING CONSENT OF PREFERENCE SHAREHOLDERS

4.1 Subject to applicable laws, the Shareholders and the Company shall each take all steps necessary to ensure that none of the Group Companies shall carry out any of the following actions, and no affirmative board or members’ resolution shall be adopted to approve or carry out the same, except with the prior written consent of Preference Shareholder(s) then holding no less than 51% of the issued Series A Preference Shares (provided that Preference Shareholder(s) holding no less than 51% of the issued Series A Preference Shares then outstanding shall consult Lehman Brothers before providing any such consent; it being understood that, notwithstanding any such consultation, any final decision with respect to such consent shall be made by such Preference Shareholder(s)):

(a) any amendment, modification or change of any rights, preferences, privileges or powers of, or any restrictions provided for the benefit of, the Series A Preference Shares;

(b) any action that authorises, creates or issues Securities of any class in the Group Company having rights superior to the Series A Preference Shares, whether in terms of voting rights or of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Company, or having rights on a parity in all respects with the Series A Preference Shares;

(c) any action that reclassifies or converts any issued Securities of the Company into Securities having rights superior to the preference or priority of the Series A Preference Shares, whether in terms of voting rights or of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Company, or having rights on a parity in all respects with the Series A Preference Shares;

(d) any amendment, modification or change to or of the memorandum or articles of association or other similar documents of any of the Group Companies that will directly or indirectly affect adversely the rights of the Series A Preference Shares;

(e) any merger, sale, acquisition, consolidation or reorganisation of any Group Company with or into one or more corporations or any other entity(ies) (other than a merger or consolidation involving only the Company and its wholly owned Subsidiary) or any other transaction or series of related transactions (such merger, sale, acquisition, consolidation, reorganisation and transactions to be collectively referred to as “Transaction”), in which the relevant Group Company or its shareholders immediately prior to such Transaction will not, as a result of or subsequent to the Transaction, hold a majority of the voting power of the surviving or resulting entity;

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(f) the sale or Disposal of or creation of any Encumbrance over all or substantially all of the assets or any assets of any Group Company (including without limitation the Company’s interest in any of its Subsidiaries or the intellectual property or business in connection with any of its products as may be developed from time to time);

(g) the commencement of any liquidation, dissolution, winding up or termination of any Group Company;

(h) any borrowing or other incurrence of indebtedness (including the assumption of contingent liability under any guarantee, surety or indemnity but excluding any trade debts owed or trade credits granted) by any Group Company (in one transaction or a series of related transactions) in excess of US$100,000.00 within any 12-month period;

(i) any material alteration or change in the business scope of any Group Company as set out in such company’s constitutional document or approved business plan or any material change in any Group Company’s business plan or any material change in the Company’s approved annual budget;

(j) any increase in aggregate compensation (including all benefits) of any of the five (5) most highly compensated employees or officers of any Group Company by more than 50% in any twelve (12)months’ period;

(k) any public offering of Securities of any Group Company that does not meet the requirements of a Qualified IPO;

(l) any purchase or lease of any interest in land or real property or any other asset or equipment or the making of any investment, except for (i) any lease of land, real property, asset or equipment which does not exceed US$100,000.00 within a 12–month period and (ii) any purchase of equipment not exceeding US$100,000.00 within a 12-month period;

(m) any change in the maximum number of directors of any Group Company, or the appointment or removal of the Chief Executive Officer, Chief Financial Officer, Chief Operation Officer and Chief Technology Officer of any Group Company;

(n) the declaration or payment of any dividend or other distribution on the Ordinary Shares;

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(o) the entry into of any contract, agreement or arrangement with any person related to any Director or Ordinary Shareholder or which is other than at arm’s length;

(p) any change in the authorised or issued share capital of any Group Company, or any issue or allotment of any Securities in any Group Company or any issue or grant of any Securities conferring on any person a right to acquire any Securities in any Group Company (except where such new issue or allotment falls within the exceptions in Clause 11.1;

(q) the adoption, termination or material amendment of, or any increase or decrease in the number of options or shares which may be granted under any ESOP; and

(r) the terms and conditions of appointment of and the compensation and salaries payable to any senior management personnel of any Group Company including without limitation the Chief Executive Officer, Chief Financial Officer, Chief Operation Officer and Chief Technology Officer of any Group Company, and any variations to any of such terms, conditions, compensation or salaries.

4.2 So long as Lehman Brothers is the owner of no less than 5% of all issued and outstanding share capital of the Company on a fully-diluted and as-converted basis, and subject to all applicable laws, the Shareholders and the Company shall each take all steps necessary to ensure that none of the Group Companies shall carry out any of the following actions, and no affirmative board or members’ resolution shall be adopted to approve or carry out the same, except with the prior written consent of Lehman Brothers:

(a) any amendment, modification or change of any rights, preferences, privileges or powers of, or any restrictions provided for the benefit of, the Series A Preference Shares;

(b) any amendment, modification or change to or of the memorandum or articles of association or other similar documents of any of the Group Companies that will directly or indirectly affect adversely the rights of the Series A Preference Shares; and

(c) any IPO that does not meet the requirements of a Qualified IPO.

4.3 For proposals regarding the actions listed in Clause 4.1, Baring and Lehman Brothers shall express its opinion by written forms or electronic means within 7 days upon the receipt of the written proposal(s) of a Board meeting, otherwise the lack of response within the aforesaid period shall be deemed consent to such proposal(s).

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5. CONFIDENTIALITY

5.1 The terms and conditions of this Agreement (including its existence) shall be confidential information and shall not be disclosed by any party hereto or any of their Associates to any person not being a party hereto except as permitted under this Clause 5.

5.2 Notwithstanding Clause 5.1, any party hereto may disclose the terms of this Agreement to its investors, employees, investment bankers, lenders, accountants, attorneys, business partners, directors, shareholders and senior management and bona fide prospective investors, in each case only where such persons or entities are under appropriate non-disclosure obligations. For the avoidance of doubt, other than disclosures to the foregoing permitted persons, none of the parties may disclose the investment amounts in relation to the Series A Preference Shares held by the Preference Shareholders and the warrants, the amount of valuation of the Company, the rights and privileges of the Preference Shareholders under this Agreement, the Share Subscription Agreement, the Share Purchase Agreement and the share capital structure of the Company to any person except with the prior written consent of each of the Preference Shareholders (such consent not to be unreasonably withheld).

5.3 In the event that any party becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to make disclosure not permitted under Clause 5.1 and 5.2, such party (the “Disclosing Party”) shall provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact so that the appropriate party may seek (with the co-operation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedies. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information to the extent reasonably requested by any Non-Disclosing Party.

5.4 Clauses 5.1, 5.2 and 5.3 shall cease to have effect and cease to be binding on the parties hereto after the expiry of six (6) months from the date of Completion (as such term is defined in the Share Purchase Agreement). For the avoidance of doubt, any information relating to the transactions contemplated hereby and by other Transaction Documents (as such term is defined in the Share Purchase Agreement), to the extent such information has been made public, through public disclosure in a registration statement or otherwise (not attributable to any party acting in violation of Clauses 5.1, 5.2 and 5.3), shall not be deemed confidential information.

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6. MANAGEMENT

6.1 The parties hereto confirm that the business and affairs of the Company shall be managed by the Board in the best interests of the Company taken as a whole. In furtherance of the foregoing, the parties hereto agree that, after the date hereof, neither they, nor any of their Associates will enter into any contract, agreement, arrangement or other transaction with the Company or any of its Subsidiaries unless the terms and provisions of such contract, agreement or other arrangement or the terms on which such transaction is conducted, as the case may be, are fair to the Company or such Subsidiary and are not less favourable than those obtainable in an arm’s length relationship.

6.2 Save as otherwise agreed between the parties, the Shareholders shall, and shall procure the directors nominated by them to, exercise their powers and control in relation to the Group Companies so as to ensure that each of the Group Companies shall:

(a) carry on and conduct businesses and affairs in a proper and efficient manner and for its own benefit;

(b) keep proper books of account and therein make true and complete entries of all its dealings and transactions of and in relation to its business; and

(c) conduct its business in accordance with all applicable legal requirements, including the obtaining of all necessary licences, consents and approvals.

6.3 The parties acknowledge that an audit committee, a compensation committee and an investment committee of the Company or the Subsidiary have been established by the Board on or before Completion. The parties agree that:

(a) each of the audit committee, the compensation committee and the investment committee consists of three (3) members, of which Baring shall have the right to nominate and appoint one (1) member on each of the audit committee and the compensation committee of the Board;

(b) the audit committee of the Board shall be responsible for and in charge of the appointment of the auditors of the Company, the internal financial control and review, financial system improvement and maintenance and all corporate governance issues;

(c) the compensation committee of the Board shall be responsible for and in charge of the terms and conditions of appointment of and the compensation and salaries (including any ESOP) of the senior management personnel of the Company;

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(d) the investment committee of the Board shall be responsible for and in charge of the decision-making for all major investments, and mergers and acquisitions; and

(e) each of the audit committee, the compensation committee and the investment committee shall meet at least once every quarter.

6.4 In the event of the occurrence of the Drag Along Event as provided in Clause 14, the compensation committee of the Board shall use its reasonable endeavours to negotiate with the Acquirer (as defined in Clause 14.1) to offer to the senior management personnel of the Company at that time, a reasonable remuneration package with terms consistent with industry standards. This Clause shall not be construed as a condition to the exercise of the Drag Along Right in Clause 14 and does not operate and should not be regarded as a guarantee that any reasonable remuneration package will be offered, if at all, to the senior management personnel of the Company.

7. DIVIDENDS

7.1 The Series A Preference Shareholders shall be entitled to receive out of any funds legally available therefor, when and if declared by the Board, dividends at the rate and in the amount as the Board considers appropriate.

7.2 No dividends or other distributions shall be declared, paid or distributed (whether in cash or otherwise) on any Ordinary Share or any other class of Shares unless and until a dividend in the like amount and kind has first been declared on the Series A Preference Shares on an as-if-converted basis and has been paid in full to the Series A Preference Shareholders.

8. USE OF NAMES OR LOGOS

8.1 Except with the prior written authorization of Baring, none of the Group Companies or BVI, nor any other shareholders of either Group Companies or BVI shall be entitled to use, publish or reproduce the name, trademark or logo of “Baring” or any similar name, trademark and/or logo in any of their marketing, advertising or promotion materials or otherwise for any marketing, advertising or promotional purposes. Chinese translation for Baring ( ) shall be deemed as Baring names or logos.

8.2 Except with the prior written authorization of Lehman Brothers, none of the Group Companies or BVI, nor any other shareholders of either Group Companies or BVI shall be entitled to use, publish or reproduce the name, trademark or logo of “Lehman Brothers” or any similar name, trademark and/or

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logo in any of their marketing, advertising or promotion materials or otherwise for any marketing, advertising or promotional purposes. Chinese translation for Lehman Brothers ( ) shall be deemed as Lehman Brothers names or logos.

9. EMPLOYEE SHARES

9.1 The Board shall have power to grant share options to the Key Employees, directors, consultants and officers of any Group Company to acquire Ordinary Shares pursuant to bona fide employment-related ESOP approved by the Board; provided that the total number of Shares issued or issuable pursuant to the ESOP shall not in aggregate exceed 5% of the fully-diluted issued share capital of the Company from time to time.

10. INFORMATION RIGHTS

10.1 The Company shall deliver to each Preference Shareholder then holding no less than 5 percent of all the issued and outstanding share capital of the Company on a fully-diluted and as-converted basis the following documents and information of each Group Company:

(a) audited annual consolidated financial statements within 90 days after the end of each fiscal year, audited by an international “Big 4” accounting firm with operations in the PRC, of the Company’s choice;

(b) unaudited quarterly consolidated financial statements within 45 days of the end of each fiscal quarter;

(c) unaudited monthly consolidated financial statements within 30 days of the end of each month;

(d) copies of all quarterly, annual, extraordinary or other reports filed by the Company with the SEC or any other relevant securities exchange, regulatory authority or governmental agency and other documents and information sent to the Shareholders (in their capacity as a shareholder of the Company);

(e) an annual budget within 30 days prior to the end of each fiscal year; and

(f) copies of all board resolutions, board meeting agenda and meeting minutes.

All the financial statements referred to in this Clause 10.1 shall be prepared in

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conformance with IFRS and shall include a balance sheet, profit and loss accounts and statement of cash flows and, only in respect of audited statements, all directors’ notes thereto (if any).

10.2 Each Preference Shareholder then holding no less than 5 percent of all issued and outstanding share capital of the Company on a fully-diluted and as-converted basis shall have the following rights during normal business hours: (i) inspection rights of the books and records (including without limitation financial records) of all Group Companies; (ii) inspection rights of the plant, equipment, stock in trade and facilities of any Group Companies and (iii) the right to discuss the business, operations and management and other matters of any Group Companies with their respective directors, officers, employees, accountants, legal counsel and investment bankers.

10.3 The information and inspection rights under Clauses 10.1 and 10.2 shall terminate upon the closing of a Qualified IPO of the Company.

10.4 The information stipulated in Clause 10.1 of this Agreement shall be confidential information and shall not be disclosed by the Preference Shareholders to any person not being a party hereto except as permitted under Clause 5 of this Agreement.

11. RIGHT OF FIRST OFFER

11.1 All Shareholders shall have a right of first offer to purchase and subscribe for an amount of any New Securities (as defined below) which the Company proposes to issue sufficient to maintain such Shareholder’s proportionate beneficial ownership interest in the Company (on an as-if-converted basis for Preference Shareholders). “New Securities” shall mean any Securities of the Company other than:

(a) conversion rights applicable to the Series A Preference Shares;

(b) Securities issued pursuant to a Qualified IPO;

(c) Securities issued in consideration of a bona fide acquisition by the Company of another corporation by merger or purchase of substantially all its assets;

(d) Securities issued to employees, officers or directors of any Group Company pursuant to ESOP provided that the issue of such Securities shall be subject to the restrictions set forth in Clause 9;

(e) Securities issued upon exercise of any outstanding options or warrants; and

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(f) Securities issued pursuant to the consent in writing of all Shareholders for the time being.

11.2 If the Company wishes to make any issue of New Securities, it shall prior to such issue give each Shareholder a written notice of the proposed issue. The notice shall set forth the terms and conditions of the proposed issue (including the number of New Securities to be offered and the price, if any, for which the Company proposes to offer such New Securities), and shall constitute an offer to issue the relevant portion of the New Securities to the Shareholders on such terms and conditions.

11.3 All Shareholders may accept such offer by delivering a written notice of acceptance (an “Acceptance Notice”) to the Company within 14 Business Days after receipt of the notice of the Company of the proposed issue. Any Shareholder exercising its right of first offer shall be entitled to participate in the purchase of New Securities on a pro rata basis to the extent necessary to maintain its proportionate beneficial ownership interest in the Company (its “Pro Rata Portion”) (and for purposes of determining any Preference Shareholder’s Pro Rata Portion, any Shareholder or other security holder shall be treated as owning that number of Shares into which any outstanding convertible shares may be converted). If any shareholder fails to purchase or does not accept its Pro Rata Portion, the other Shareholder(s) shall have the right to purchase up to the balance of the New Securities not so purchased. This right of over-subscription may be exercised by each Shareholder by notifying the Company of its desire to purchase more than its Pro Rata Portion.

11.4 The Company shall, in writing, inform promptly each Shareholder which elects to purchase more than its Pro Rata Portion of the New Securities of any other Shareholder’s failure to do so.

11.5 If a Shareholder who elects to exercise its right of first offer does not complete the subscription of such New Securities within five (5) Business Days after delivery of its Acceptance Notice to the Company, the Company may complete the issue of New Securities on the terms and conditions specified in the Company’s notice within seven (7) Business Days following the expiration of such five (5) Business Day period.

11.6 If the Company does not complete the issue of the New Securities within such seven (7) Business Days’ period, the right of first offer provided in this Clause 11 in respect of such New Securities shall be deemed to be revived and the New Securities shall not be offered to any person unless first re-offered to all of the Shareholder(s) in accordance with this Clause 11.

11.7 The rights of each Shareholder under this Clause 11 shall terminate upon:

(a) that point of time when such Shareholder no longer owns any Share; or

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(b) the consummation of a Qualified IPO.

12. RIGHT OF FIRST REFUSAL

12.1 Lehman Brothers shall not Dispose of (including but not limited to lending, pledge, sell, short-sell), nor enter into any agreement to Dispose of or otherwise create any financial derivatives, options, rights, interests or encumbrances in respect of any Shares of the Company owned by Lehman Brothers within a period of time from the Completion Date (as defined in the Share Purchase Agreement) to the date falling 180 days after the listing of the Company under a Qualified IPO. If a Qualified IPO does not occur by June 30, 2008, subject to the other provisions of this Section 12, Lehman Brothers shall have the right to freely transfer any Shares of or other interests in the Company owned by it to any party of its choosing, at a price and on terms and conditions as determined by Lehman Brothers and its future buyer at their sole discretion.

12.2 Before any Shares may be sold or otherwise transferred or Disposed of by any Ordinary Shareholder or any Series A Preference Shareholder (“Selling Shareholder”) to any proposed purchaser or other transferee (“Proposed Transferee”), all the other Ordinary Shareholders and Series A Preference Shareholders (“Remaining Shareholders”) shall have a right of first refusal (“Right of First Refusal”) to purchase such shares (“Offered Securities”) in accordance with the terms of this Clause 12.

12.3 Before the transfer of any Offered Securities, the Selling Shareholder shall deliver to the Company and the Remaining Shareholders a written notice (“Transfer Notice”) stating:

(a) the Selling Shareholder’s intention to sell or otherwise transfer or Dispose of such Offered Securities;

(b) the number of Offered Securities to be transferred to each Proposed Transferee; and

The Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell the Offered Securities at the price for which the Selling Shareholder proposes to transfer the Offered Securities (“Offered Price”) to the Remaining Shareholders.

12.4   (a) Each Remaining Shareholder shall have the right, upon notice to the Selling Shareholder at any time within ten (10) Business Days after receipt of the Transfer Notice (“Purchase Right Period”), to purchase its Pro Rata Share (as defined below) of all or any of such Offered

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	Securities at the Offered Price and upon the same terms (or terms as similar as reasonably practicable) upon which the Selling Shareholder is proposing or is to Dispose of such Offered Securities, and the Selling Shareholder shall, upon receipt of the notice of purchase from a Remaining Shareholder, sell such Offered Securities to such Remaining Shareholder pursuant to such terms. In respect of a Remaining Shareholder, its “Pro Rata Share” for the purposes of this Clause shall mean the ratio of (i) the number of Securities (on an as-if-converted basis) held by such Remaining Shareholder bears to (ii) the total number of Securities (on an as-if-converted basis) held by all the Remaining Shareholders.
(b)	The Selling Shareholder shall grant to the Remaining Shareholders the right of over-subscription such that if any Remaining Shareholder fails to purchase its Pro Rata Share, the other Remaining Shareholders shall have the right (on a pro rata basis or such other basis as may be agreed among the Remaining Shareholders) to purchase up to the balance of the Offered Securities not so purchased. Such right of over-subscription may be exercised by any Remaining Shareholder by notifying the Selling Shareholder of its desire to purchase more than its Pro Rata Share.
(c)	Upon expiration of the Purchase Right Period, the Selling Shareholder will provide notice to each remaining Shareholders as to whether the Right of First Refusal has been exercised by any of the Remaining Shareholders and whether any of them intends to exercise the right of over subscription (“Expiration Notice”).

12.5 If and to the extent any of the Offered Securities proposed in the Transfer Notice to be transferred are not purchased by the Remaining Shareholders, then after the issue of the Expiration Notice and subject to the co-sale rights set forth in Clause 13, the Selling Shareholder may sell or otherwise transfer or Dispose of such Offered Securities which have not been purchased to the Proposed Transferee(s) at the Offered Price or at a higher price.

12.6 The rights of a Shareholder under this Clause 12 shall terminate upon:

(a) that point in time when such Shareholder no longer owns any Share in the Company; or

(b) the consummation of a Qualified IPO.

13. CO-SALE RIGHTS

13.1 In the event that the Selling Shareholder is any of the BVI, each Preference

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Shareholder shall have the right to participate in any sale or Disposal to the Proposed Transferee upon the same terms and conditions as set forth by the Selling Shareholder in the Transfer Notice in accordance with the terms and conditions set forth in this Clause 13 and provided that such Preference Shareholder converts all Securities, the subject of such sale, to Ordinary Shares prior to the completion of a sale pursuant to this Clause 13. Each Preference Shareholder shall exercise its right by delivering to the Selling Shareholder, within five (5) Business Days after receipt of the Expiration Notice, written notice of its intention to participate, specifying the number of Ordinary Shares such Preference Shareholder desires to sell to the Proposed Transferee. At the closing of the transaction, such Preference Shareholder shall deliver one or more certificates representing the number of Ordinary Shares which it elects to sell hereunder together with instrument of transfer and other documents necessary for transfer of such Ordinary Shares to the Proposed Transferee, and the Selling Shareholder shall procure that the Proposed Transferee shall pay to such Preference Shareholder a pro rata amount of the purchase price received from the Proposed Transferee. To facilitate the sale and delivery of share certificate of such Ordinary Shares of the selling shareholder, the Company undertakes to the Preference Shareholders that it shall, subject to compliance with all applicable laws, effect and register the conversion of Series A Preference Shares into Ordinary Shares, and provide relevant share certificates therefor to the selling shareholder as soon as practicable upon any request for conversion.

13.2 Each Preference Shareholder shall have the right to co-sell up to such number of Shares equal to the product of (1) the number of Offered Securities multiplied by (2) a fraction, the numerator of which is the number of Ordinary Shares issuable upon conversion of all Securities (excluding any outstanding warrants) owned by such Preference Shareholder, and the denominator of which is (i) the number of the numerator plus (ii) the number of Securities (on an as-if-converted basis with the exclusion of any outstanding warrants) held by the Selling Shareholder and all other Preference Shareholders (if any). In the event that the Proposed Transferee desires to purchase a number of Shares different from the amount of the Offered Securities, the amount that the Proposed Transferee desires to purchase shall be substituted for Offered Securities in the above equation for the purpose of determining each Preference Shareholder’s participation rights.

13.3 If the Proposed Transferee refuses to purchase Shares from any Preference Shareholder exercising its rights of co-sale under this Clause 13, the Selling Shareholder shall not sell to the Proposed Transferee any Shares unless and until, simultaneously with such sale or transfer, such Selling Shareholder shall purchase such Shares from such Preference Shareholder on the same terms and conditions specified in the Transfer Notice.

13.4 The exercise or non-exercise of the right to participate under this Clause 13 with respect to a particular sale or Disposal by any Selling Shareholder shall not adversely affect any Preference Shareholder’s right to participate in subsequent sales or Disposals by any Selling Shareholder pursuant to this Clause 13.

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13.5 Any sale, assignment or other transfer or Disposal of Offered Securities by any Selling Shareholder contrary to the provisions of this Agreement shall be null and void, and the transferee shall not be recognized by the Company as the holder or owner of the Offered Securities sold, assigned, or transferred for any purpose (including, without limitation, voting or dividend rights), unless and until such Selling Shareholder has satisfied the requirements of this Agreement with respect to such sale or Disposal.

13.6 The Right of First Refusal set forth in Clause 12 and the co-sale rights set forth in Clauses 13.1 to 13.5 shall not apply to:

any transfer of Shares to a wholly-owned subsidiary of the Selling Shareholder or a wholly-owned subsidiary of the holding company of the Selling Shareholder or to any member(s) of BAPE Group or Lehman Brothers Group (if the Selling Shareholder is the Preference Shareholder or another member of BAPE Group or Lehman Brothers Group) (“Permitted Transferee”),

provided that in each case the Selling Shareholder shall remain to be bound by this Agreement and the Permitted Transferee shall agree to be bound by this Agreement and that the Selling Shareholder shall procure that the Permitted Transferee shall not transfer its Shares except to the Selling Shareholder or other Permitted Transferee(s) of the Selling Shareholder.

13.7 The rights of a Preference Shareholder under Clauses 13.1 to 13.6 shall terminate upon:

(a) that point of time when such Preference Shareholder no longer owns any Share of the Company; or

(b) the consummation of a Qualified IPO.

13.8 Each certificate representing the Shares shall bear legends in the following form (in addition to any legend required under any other applicable securities laws):

The securities represented by this certificate are subject to certain restrictions on transfer as set forth in an Amended and Restated Shareholders’ Agreement dated as of March 16, 2007, a copy of which is on file at the principal office of the Company and will be furnished upon request to the holder of record of the shares represented by this certificate.

13.9 The parties hereto agree that any purchaser of Shares (unless already a party to this Agreement) from a Selling Shareholder shall be required to sign a deed confirming its agreement to be bound by this Agreement as a condition of his becoming a Shareholder.

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13.10 The above provisions of this Clause 13 shall be mutatis mutandis applicable to BVI in the event that the Selling Shareholder is any of Preference Shareholders.

14. DRAG-ALONG RIGHT

14.1 In the event that any person or entity (“Acquirer”) offers to acquire the entire issued share capital of the Company at a consideration of not less than US$400,000,000.00 (“Drag Along Event”), the Preference Shareholders holding no less than an aggregate of 90% of the outstanding Series A Preference Shares shall have the right to give notice (“Drag Along Notice”) to all other Shareholders to require all other Shareholders to sell and transfer all (but not part) of their Shares and other Securities to the Acquirer and (if applicable) the benefit of all loans owing by any Group Company to the Shareholders, subject to and upon such terms and conditions as the Preference Shareholders may require (including, for example, title warranties from each Shareholder and representations, warranties and indemnities from the Shareholders and regarding the Group Companies).

14.2 After receipt of the Drag Along Notice by the other Shareholders, BVI Existing Shareholders shall procure BVI and all other Shareholders (other than the Preference Shareholders) to sell and transfer, to the Acquirer all their Shares and other Securities (including without limitation Shares and options under ESOP) and (if applicable) the benefit of all loans owing by any Group Company to the Shareholders, and shall sign and execute, and procure BVI and all other Shareholders (other than the Preference Shareholders) and the Company to sign and execute, such documents, deeds and instruments as required by the Preference Shareholders and shall take such steps, and procure BVI and all other Shareholders (other than the Preference Shareholders) and the Company to take such steps, as required by the Preference Shareholders for the purposes of or in connection with such sale. BVI and BVI Existing Shareholders hereof undertake jointly and severally that once they are aware of any prospects of an Acquirer making an offer, they shall not take any step or action which may result in such offer being frustrated or materially revised.

14.3 Upon receipt of the written request that sets out the details including but not limited to the identity of the Acquirer, the price and payment terms of the Drag Along Event of the Preference Shareholder, BVI and each of BVI Existing Shareholders shall execute, and shall procure all Shareholders (other than the Preference Shareholders) to execute, in favour of the Preference Shareholders a power of attorney in an agreed form authorising the Preference Shareholders to sign all documents and take all steps for and on behalf of them in connection with the sale under this Clause 14, provided that such acquisition is conducted by an Acquirer independent from BAPE Group or Lehman Brothers Group at a fair market price of no less than any other offered consideration for the time being.

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15. REDEMPTION

15.1 So long as there has not been a Qualified IPO or a Liquidation Event, any holder of Preference Shares shall have the right at any time and from time to time commencing from June 30, 2009 to require and demand the Company to redeem all (but not part) of its Preference Shares (such holder of Preference Shares requesting redemption, the “Redeeming Preference Shareholder”), and the Company shall, unless prohibited by applicable laws, redeem all of such Redeeming Preference Shareholder’s Preference Shares within thirty (30) days from the date of the redemption notice given to the Company.

15.2 The initial redemption price (“Redemption Price”) payable on the Redeeming Preference Shareholder’s Series A Preference Shares is, subject to adjustment for combinations, consolidations, subdivisions, or stock splits or the like with respect to such shares, the total of:-

(a) the amount of any dividend relating to such Series A Preference Shares which has been declared by the Company but unpaid, to be calculated up to and including the redemption date (as defined below); and

(b) the Redeeming Preference Shareholder’s Original Contribution.

15.3 Redemption of the Preference Shares is effected by the holder thereof giving the Company not less than 30 days’ notice (“redemption notice”) at any time after June 30, 2009. The redemption notice shall specify the number of Preference Shares to be redeemed, the date of the redemption (“redemption date”) and the place at which the certificates for the Preference Shares are to be presented for redemption.

15.4 On the redemption date the holder of the Preference Shares who has served the redemption notice is bound to deliver to the Company at the place stated in the redemption notice the certificate (or certificates) for those shares (or, in the case of lost certificates, an indemnity in a form reasonably satisfactory to the Directors). On receipt, the Company shall pay to the holder (or, in the case of joint holders, to the holder whose name stands first in the register in respect of the Preference Shares) the redemption money due to it.

16. LIQUIDATION

16.1 If a Liquidation Event occurs, then subject to Clause 16.2, all the assets and funds of the Company available for distribution to members shall, subject to all applicable laws, be distributed pro rata among all the holders of Preference Shares (on an as if converted basis) and Ordinary Shares.

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16.2 Nevertheless of the provisions in Clause 16.1, If the Liquidation Event is a Sale Event, then instead of receiving the distributions in accordance with Clause 16.1 above, each of the Preference Shareholders shall be entitled, in its absolute discretion and election, to receive either:

(a) a portion of the proceeds of such Sale Event, in the form of cash, shares or other assets payable under such Sale Event, in proportion to the shareholding of such holder of Preference Shares in the Company (on an as-if-converted basis);

(b) in respect of any Preference Shareholder other than Baring, if the selling price of the Company is less than US$175,000,000.00 in a Sale Event, (i) a cash amount equal to 1.5 times such Preference Shareholder’s Original Contribution, plus all declared but unpaid dividends and distributions on its Preference Shares, and (ii) after the amount as set forth in Clause 16.2(b)(i) has been fully paid to the Preference Shareholders, any remaining assets and funds of the Company available for distribution shall be distributed pro rata among all the Shareholders; or

(c) in respect of Baring, if the selling price of the Company is less than US$100,000,000.00 in a Sale Event, (i) a cash amount equal to 1.5 times such Preference Shareholder’s Original Contribution, plus all declared but unpaid dividends and distributions on its Preference Shares, and (ii) after the amount as set forth in Clause 16.2(c)(i) has been fully paid to the Preference Shareholders, any remaining assets and funds of the Company available for distribution shall be distributed pro rata among all the Shareholders,

and the parties hereto (other than the Preference Shareholders) shall procure that the proceeds of such Sale Event shall be applied and paid in such manner as required by the holders of Preference Shares to give effect to this Clause 16.2 and shall take and procure the taking of all necessary actions to give effect to this Clause 16.2 including without limitation the Board and/or the Company’s shareholders passing any necessary resolutions for the distribution of such proceeds to the holders of Preference Shares and the giving of payment direction to the payer of such proceeds to pay the relevant amount of the proceeds directly to the holders of Preference Shares.

17. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

17.1 Each of Warrantors hereby jointly and severally represents, warrants and undertakes to each Preference Shareholder who then holds no less than 5% of all issued and outstanding share capital of the Company on a fully-diluted and as-converted basis that:

(a) as at the date hereof, BVI Existing Shareholders are beneficiary owners of BVI’s entire issued share capital;

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(b) BVI Existing Shareholders shall obtain a prior written consent from such Preference Shareholders if any of them by any means intends to sell or Dispose of any number of his/her shares in BVI unless the BVI Existing Shareholders transfer the Shares in BVI to his/her Associate.

(c) Warrantors shall obtain a prior written consent from such Preference Shareholders if there is any change in BVI’s shares or beneficial shareholders or Control or in its directorship or its management.

(d) each of them shall indemnify such Preference Shareholders from and against all losses, liabilities, claims, costs and expenses (including without limitation legal costs) which may be suffered or incurred by the Preference Shareholders directly or indirectly as a result of, arising from or in connection with any delay, default or failure on the part of any of the Existing Shareholders, to duly and punctually perform any of their respective obligations under this Agreement;

17.2 Each of Warrantors hereby jointly and severally undertake to the Preference Shareholders that each of them shall guarantee, cause and procure the due and punctual performance by BVI, of its obligations under this Agreement.

17.3 In the event that any of the BVI Existing Shareholders intends to sell, transfer or otherwise Dispose of his shares in BVI, each of the Preference Shareholders shall have the right of first offer, the right of first refusal and the co-sale rights, to sell, transfer or Dispose of its shares in the Company subject to similar mechanism and procedures as set forth in Clause 11, 12, and 13 hereof. However, if any of the BVI Existing Shareholders intends to assign, or transfer his/her shares in the BVI to his Associate, the first right of refusal and the co-sale right as provided in Clause 12 and 13 shall not apply.

17.4 Each of the Warrantors and the Company hereby jointly and severally undertake to each Preference Shareholder who then holds no less than 5% of all issued and outstanding share capital of the Company on a fully-diluted and as-converted basis that the Company shall use commercially reasonable efforts to avoid classification as a passive foreign investment company (“PFIC”) for the current and any future taxable year; provided, however, that satisfaction of this covenant shall not require the Company or any of the Group Companies to spend the cash currently on hand, earned in the ordinary course of business, and received pursuant to the Share Purchase Agreement or in a Qualified IPO other than in the ordinary course of the Company and the Group Companies’ business. The Company shall comply with a written request of a Preference Shareholder then holding no less than 5% of all issued and outstanding share capital of the

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Company on a fully-diluted and as-converted basis to provide such information as may reasonably be necessary (i) to determine whether the Company or any Group Company is or may be a “controlled foreign corporation” or a PFIC, (ii) for such Preference Shareholder to comply with any tax reporting or filing requirement, and (iii) (to the extent the Company or any Group Company is a PFIC) to make a qualified electing fund election pursuant to Section 1295 of the United States Internal Revenue Code of 1986, as amended (including the provision of a complete and accurate “PFIC Annual Information Statement” within sixty (60) days of the end of the taxable year for which it is requested), and to make annual filings on such U.S. federal tax returns with respect to such election.

18. CONVERSION

18.1 The holders of Preference Shares shall have conversion rights as follows:

(a) Right to Convert. Unless converted earlier pursuant to Clause 18.1(b) below, each Series A Preference Share shall be convertible, at the option of the holder thereof, at any time after the date hereof into such number of fully paid and non-assessable Ordinary Shares as determined by dividing (i) in the case of Lehman Brothers Group, US$12.28416, and (ii) in the case of BAPE Group and Alpha, US$4.9065, by the Series A Conversion Price, determined as hereinafter provided, in effect at the time of the conversion. The price at which Ordinary Shares shall be issuable upon conversion of the Series A Preference Shares (the “Series A Conversion Price”) shall initially be (i) in the case of Lehman Brothers Group, US$12.28416, and (ii) in the case of BAPE Group and Alpha, US$4.9065, per Ordinary Share. For the avoidance of doubt, each of Lehman Brothers Group and BAPE Group and Alpha shall in respect of their Series A Preference Shares have different Series A Conversion Prices, as initially determined above and subject to adjustments as hereinafter provided.

(b) Automatic Conversion. Each Preference Share shall, subject to the Company being permitted by all applicable laws to effect the conversion thereof, automatically be converted into Ordinary Shares at the then effective applicable Series A Conversion Price in accordance with Clause 18.1 (a) upon the closing of a fully underwritten Qualified IPO (such event being referred to herein as an “Automatic Conversion”).

On and after the date of an Automatic Conversion, notwithstanding that any certificates for the Preference Shares shall not have been surrendered for conversion, the Preference Shares evidenced thereby shall be deemed to be no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the rights of the holder (i) to receive the Ordinary Shares to which such holder shall be entitled upon conversion

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thereof, (ii) to receive the amount of cash payable in respect of any fractional share of Ordinary Shares to which it shall be entitled and (iii) with respect to dividends declared but unpaid on Preference Shares prior to such conversion date.

18.2 Mechanics of Conversion.

(a) The Directors may effect a conversion of Series A Preference Shares in any manner permitted by applicable law, including (A) redeeming or purchasing the relevant Series A Preference Shares and immediately applying the proceeds towards payment for such number of Ordinary Shares calculated in accordance with Article 18 or (B) varying the rights attaching to the Series A Preference Shares. For the purposes of any purchase or redemption, the Directors may, subject to the Company being able to pay its debts in the ordinary course of business immediately following the date upon which such payment is to be made, make payments out of its capital or share premium account. For the purpose of any conversion by variation of rights attaching to Series A Preference Shares pursuant to and in accordance with this Article 18 alone, each Shareholder of Series A Preference Shares shall be deemed to have given its consent to such variation without the need for any notice to be given by/to such Shareholder. Any Series A Preference Shares converted by way of redemption shall be cancelled and the amount of the Company’s issued share capital shall be diminished by the par value of those Series A Preference Shares accordingly; but the conversion by way of redemption shall not be taken as reducing the amount of the Company’s authorised share capital.

(b) No fractional Ordinary Shares shall be issued upon conversion of the Preference Shares. All Ordinary Shares (including any fractions thereof) issuable upon conversion of Preference Shares by a holder thereof shall be aggregated for purposes of determining whether the issuance would result in the issuance of any fractional share. In lieu of any fractional shares to which the holder thereof would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective Series A Conversion Price, unless the payment would amount to less than US$50 in aggregate payable to any single converting holder of Preference Shares in which case such amount will not be distributed but shall be retained for the benefit of the Company.

(c) Before any holder of the Preference Shares shall be entitled to convert the same into Ordinary Shares and to receive certificates therefor, such holder shall give not less than two (2) Business Days prior written notice to the Company at such office that it elects to convert the same and surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the Preference Shares on the expiry of such fourteen (14) day period; provided, however, that in the event of an

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Automatic Conversion pursuant to Clause 18.1(a), the outstanding Preference Shares shall, subject to compliance with all applicable laws, be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent, and provided further that the Company shall not be obligated to issue certificates evidencing the shares of Ordinary Shares issuable upon such Automatic Conversion unless the certificates evidencing such Preference Shares are either delivered to the Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen, or destroyed.

(d) The Company shall, as soon as practicable after such delivery, or such notification in the case of a lost certificate (subject to of an indemnity by the holder in a form reasonably satisfactory to the Directors), issue and deliver at such office to such holder of the Preference Shares, a certificate or certificates for the number of Ordinary Shares to which such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Ordinary Shares. Such conversion shall be made on the date on which the relevant entries are made on the register of members of the Company in respect of such conversion, and the person or persons entitled to receive Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares on such date. Where an Automatic Conversion is effected by the redemption or purchase of the relevant Series A Preference Shares and the issue of Ordinary Shares, the Directors shall ensure that entries on the register of members of the Company recording the redemption or purchase of the Series A Preference Shares and issue of the Ordinary Shares are made on the date that the Company’s Ordinary Shares are listed on the relevant exchange pursuant to the Qualifying IPO. For the avoidance of doubt, no conversion shall prejudice the right of a holder of Preference Shares to receive dividends and other distributions declared but not paid as at the date of conversion on the Preference Shares being converted.

18.3 Adjustments to Conversion Price.

(a) Adjustments for Dividends, Splits, Subdivisions, Combinations, or Consolidation of Ordinary Shares. In the event the number of Ordinary Shares shall be increased by a stock dividend payable in Ordinary Shares, stock split, subdivision, or other similar transaction, the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such event, be decreased in proportion to the percentage increase in the outstanding number of Ordinary Shares. In the event the number of Ordinary Shares shall be decreased by a reverse stock split, combination, consolidation, or other similar transaction, the Series A Conversion Price

31

then in effect shall, concurrently with the effectiveness of such event, be increased in proportion to the percentage decrease in the outstanding number of Ordinary Shares.

Except to the limited extent provided for in the case of a reverse stock split, combination, consolidation or other similar transaction or the readjustment set out in the previous paragraph of Clause 18.3(a), no adjustment of the Series A Conversion Price pursuant to Clause 18.3 shall have the effect of increasing the Series A Conversion Price above the Series A Conversion Price in effect immediately prior to such adjustment.

(b) Adjustments for Other Distributions. In the event the Company at any time or from time to time makes, or fixes a record date for the determination of holders of Ordinary Shares entitled to receive, any distribution payable in securities of the Company other than Ordinary Shares and other than as otherwise adjusted in this Clause 18, then and in each such event provision shall be made so that the holders of Preference Shares shall receive upon conversion thereof, in addition to the number of Ordinary Shares receivable thereupon, the amount of securities of the Company which they would have received had their Preference Shares been converted into Ordinary Shares immediately prior to such record date or on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Clause 18 with respect to the rights of the holders of Preference Shares. If the Company shall declare a distribution payable in securities of other persons, evidence of indebtedness of the Company or other persons, assets (excluding cash dividends) or options or rights not referred to in this Clause 18.3(b), the holders of Preference Shares shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of Ordinary Shares of the Company into which their Preference Shares are convertible as of the record date fixed for determination of the holders of Ordinary Shares of the Company entitled to receive such distribution.

(c) Adjustments for Reclassification, Exchange and Substitution. If the Ordinary Shares issuable upon conversion of the Preference Shares shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the Series A Conversion Price then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted such that the Preference Shares shall be convertible into, in lieu of the number of Ordinary Shares which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of such

32

other class or classes of stock into which the Ordinary Shares that would have been subject to receipt by the holders of Preference Shares upon conversion of such Preference Shares immediately before that change would have been changed into.

(d) Adjustments on Issuance of Additional Stock. If the Company shall issue any “Additional Stock” (as defined below) for a consideration per share (“New Purchase Price”) less than any Preference Shareholder’s Series A Conversion Price in effect on the date and immediately prior to such issue, then and in each such event unless as otherwise agreed by such Preference Shareholder, such Preference Shareholder’s Series A Conversion Price shall be reduced, concurrently with such issue, to a price equal to the New Purchase Price.

For purposes of this Clause 18.3(d), “Additional Stock” shall mean all Ordinary Shares issued by the Company and/or issuable under any rights, options or warrants to subscribe for, purchase or otherwise acquire Ordinary Shares or any securities convertible or exchangeable into Ordinary Shares, after the date on which the Series A Preference Shares were first issued (“Series A Original Issue Date”) other than Ordinary Shares issued or issuable at any time (I) upon conversion of Preference Shares; (II) upon exercise of warrants, rights or options outstanding as at the Series A Original Issue Date (including any Ordinary Shares into which outstanding Preference Shares are convertible); (III) to officers, directors, and employees of, and consultants to, the Company pursuant to the Company’s equity incentive plan; (IV) as a dividend or distribution with respect to the Preference Shares; or (V) pursuant to equipment financing or leasing arrangements or bank financing transactions or in connection with business combinations or corporate partnering agreements or other similar arrangements approved by the Directors.

For the purpose of making any adjustment to the Series A Conversion Price as provided above, the consideration received by the Company for any issue or sale of Ordinary Shares shall be computed:

(A) to the extent it consists of cash, as the amount of cash received by the Company before deduction of any offering expenses payable by the Company and any underwriting or similar commissions, compensation, or concessions paid or allowed by the Company in connection with such issue or sale;

(B) to the extent it consists of property other than cash, at the fair market value of that property as reasonably determined in good faith by the Directors; and

33

(C) if Ordinary Shares are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, as the portion of the consideration so received that may be reasonably determined in good faith by the Directors to be allocable to such Ordinary Shares.

If the Company (1) grants any rights or options to subscribe for, purchase, or otherwise acquire Ordinary Shares, or (2) issues or sells any security convertible or exchangeable into Ordinary Shares, then, in each case, the price per Ordinary Share issuable on the exercise of the rights or options or the conversion of the securities will be determined by dividing the total amount, if any, received or receivable by the Company as consideration for the granting of the rights or options or the issue or sale of the convertible securities, plus the minimum aggregate amount of additional consideration payable to the Company on exercise or conversion of the securities, by the maximum number of Ordinary Shares issuable on the exercise of conversion. Such granting or issue or sale will be considered to be an issue or sale for cash of the maximum number of Ordinary Shares issuable on exercise or conversion at the price per share determined under this Clause 18.3(d), and the Series A Conversion Price, will be adjusted as above provided to reflect (on the basis of that determination) the issue or sale. No further adjustment of such Series A Conversion Price will be made as a result of the actual issuance of Ordinary Shares on the exercise of any such rights or options or the conversion of any such convertible securities.

Upon the redemption or repurchase of any such securities or the expiration or termination of the right to convert into, exchange for, or exercise with respect to, Ordinary Shares, the Series A Conversion Price will be readjusted to such price as would have been obtained had the adjustment made upon their issuance been made upon the basis of the issuance of only the number of such securities as were actually converted into, exchanged for, or exercised with respect to, Ordinary Shares. If the purchase price or conversion or exchange rate provided for in any such security changes at any time, then, upon such change becoming effective, the Series A Conversion Price then in effect will be readjusted forthwith to such price as would have been obtained had the adjustment made upon the issuance of such securities been made upon the basis of (1) the issuance of only the number of Ordinary Shares actually delivered upon the conversion, exchange or exercise of such securities, and the total consideration received therefor, and (2) the granting or issuance, at the time of such change, of any such securities then still outstanding for the consideration, if any, received by the Company therefor and to be received on the basis of such changed price or rate.

(e) Other Adjustment Events. If the holders of at least a majority of the then

34

outstanding Preference Shares reasonably determine that an adjustment should be made to the Series A Conversion Price as a result of one or more events or circumstances not referred to in this Clause 18.3, the Company shall request such firm of internationally recognized independent accountants jointly selected by the Company and such holders, acting as experts, to determine as soon as practicable what adjustment (if any) to the Series A Conversion Price is fair and reasonable to take account thereof and the date on which such adjustment should take effect, and upon such determination such adjustment (if any) shall be made and shall take effect in accordance with such determination. The costs, fees and expenses of the accountants selected shall be borne by the Company.

(f) Extension of General Offer. So long as any Preference Shares are outstanding and the Company becomes aware that an offer is made or an invitation is extended to all holders of Ordinary Shares generally to acquire all or some of the Ordinary Shares or any scheme or arrangement is proposed for that acquisition, the Company shall forthwith give notice to all holders of Preference Shares and the Company shall use its best endeavours to ensure that there is made or extended at the same time a similar offer or invitation, or that the scheme or arrangement is extended, to each holder of Preference Shares, as if its conversion rights had been fully exercised on a date which is immediately before the record date for the offer or invitation or the scheme or arrangement at the Series A Conversion Price applicable at that time.

(g) Notices Regarding Winding-up. If, at any time when any Preference Shares are outstanding, a notice is given announcing the convening of a meeting of the members of the Company for the purpose of passing a resolution for the winding up of the Company, the Company forthwith shall give notice to all holders of Preference Shares. Each such holder shall be entitled at any time within two (2) weeks after the date on which such notice is given (but not thereafter) to elect by notice in writing delivered to the Company to be treated as if it had, immediately before the date of the passing of such resolution, exercised its conversion rights in respect of all Preference Shares of which it is the holder and it shall be entitled to receive an amount equal to the amount which it would have received had it been the holder of Ordinary Shares to which it would have become entitled by virtue of such exercise.

(h) No Adjustment. No adjustment of the Series A Conversion Price shall be made in an amount less than US$0.01 per Preference Share.

18.4 No Impairment. The Company will not, by amendment of its Memorandum or Articles of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to

35

be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of this Clause 18 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Preference Shares against impairment.

18.5 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A Conversion Price pursuant to this Clause 18, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof, and furnish to each holder of Preference Shares subject to such adjustment or readjustment, a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request of any holder of Preference Shares, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the applicable conversion price then in effect, and (iii) the number of Ordinary Shares and the amount, if any, of other property which at the time would be received upon the conversion of such series of Preference Shares.

18.6 Notices of Record Date. In the event that the Company shall propose at any time:

(a) to declare any dividend or distribution upon its Ordinary Shares or other class or series of shares, whether in cash, property, stock, or other securities, and whether or not a regular cash dividend;

(b) to offer for subscription pro rata to the holders of any additional shares of any class or series or other rights;

(c) to effect any reclassification or recapitalization of its Ordinary Shares outstanding involving a change in the Ordinary Shares; or

(d) to merge or consolidate with or into any other corporation, or sell, lease, or convey all or substantially all its property, assets or business, or a majority of the capital stock of the Company, or to liquidate, dissolve, or wind up;

then, in connection with each such event, the Company shall send to the holders of Preference Shares:

(A) at least 30 days’ prior written notice of the date on which a record shall be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of Ordinary Shares shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in subparagraphs (c) and (d) of this Clause 18.6; and

(B) in the case of the matters referred to in

36

subparagraphs (c) and (d) of this Clause 18.6, at least 30 days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of Ordinary Shares shall be entitled to exchange their Ordinary Shares for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier).

Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of Preference Shares at the address for each such holder as shown on the books of the Company.

18.7 Issue Taxes. The Company shall pay any and all issue and other taxes (other than income taxes) that may be payable in respect of any issue or delivery of Ordinary Shares on conversion of Preference Shares pursuant hereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion.

18.8 Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose of effecting the conversion of Preference Shares, such number of Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Preference Shares, and if at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Preference Shares, the Shareholders will take such corporate action as may be necessary to increase the authorized but unissued Ordinary Shares to such number as shall be sufficient for such purpose, including, without limitation, approving of any necessary amendment to its Memorandum or Articles of Association.

19. INITIAL PUBLIC OFFERING

19.1 It is the intention of the parties to seek a registered public offering (“IPO”) of Securities of the Company (or as the case may be, Securities of the relevant entity resulting from any merger, reorganisation or other arrangements made by the Company for the purposes of public offering) (“IPO Shares”) in the United States of America, London, Hong Kong, Singapore or a reputable stock exchange in any other jurisdiction as determined by the Company provided that the parties and the Company shall pursue an IPO that satisfies the terms and conditions of a Qualified IPO.

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19.2 Preference Shareholders shall be entitled to the registration rights set out in Schedule 5. Such registration rights shall terminate upon (a) the third anniversary of the closing of a Qualified IPO, or (b) the expiry of five (5) years from the date of completion of the Share Purchase Agreement, whichever is the later.

19.3 In the event that the Company (or as the case may be, the relevant entity resulting from any merger, reorganisation or other arrangements made by the Company for the purposes of public offering) intends to effect an IPO outside of the United States of America, the parties hereto agree that the Preference Shareholder shall, to the extent permitted by the relevant laws, regulations and rules of the relevant stock exchange, have the same registration rights or rights as similar to such registration rights as permissible under the relevant laws, regulations and rules.

19.4 In addition to the rights set out in Clauses 19.2 and 19.3 above, each of the Preference Shareholders shall be entitled to sell up to such number of Shares which is equal to the number of Shares offered by the other Shareholders as vendor shares in an IPO.

20. RESTRICTIVE COVENANTS

20.1 BVI and BVI Existing Shareholders hereof acknowledge that the Preference Shareholders agrees to invest in the Company and become a Preference Shareholder on the basis of continued and exclusive services of and diligent devotion and commitment by BVI Existing Shareholders and BVI to the Group Companies, and agree that the Preference Shareholders should have reasonable assurance of such basis of investment. Each of BVI Existing Shareholders and BVI hereof jointly and severally undertakes to any Preference Shareholder who then holds no less than 5% percent of all the issued and outstanding share capital of the Company on a fully-diluted and as-converted basis that neither he nor any of his Associates will directly or indirectly:

(a) Up to the last day of the 12^th month after the Qualified IPO, ( “Restriction Period”), participate, assist, be concerned with, engaged or interested in, any business or entity in any manner, directly or indirectly, which is in competition with the business carried on by any Group Company at any time during the Restriction Period;

(b) during the Restriction Period, solicit in any manner any person who is or has been during the Restriction Period a customer or client of any Group Company for the purpose of offering to such person any goods or services similar to or competing with any of the businesses conducted by any Group Company at any time during the Restriction Period;

(c) during the Restriction Period, solicit or entice away, or endeavour to solicit or entice away, any employee or officer of any Group Company;

38

(d) at any time disclose to any person, or use for any purpose, any information concerning the business, accounts, finance, transactions or Intellectual Property rights of any Group Company or any trade secrets or confidential information of or relating to any of the Group Companies;

(e) during the Restriction Period, none of BVI Existing Shareholders or BVI may hold 5% or more shares in another business or entity (regardless of whether such business or entity is in competition, directly or indirectly, with the business carried on by any Group Company), unless a prior written consent is obtained from Preference Shareholder(s) then holding no less than 51% of the issued Series A Preference Shares; except for the business or entity where the BVI Existing Shareholders or BVI or their Associate does not act as an senior management officer, a director, or otherwise actively participate in the management, and in such case they may hold up to 20% of the Shares or equity interests in such business or entity, except for the investment and directorship in Sichuan Nanshan Bridge Co., Ltd., Chengdu Noah Electronic Co., Ltd. and Shenzhen Noah Industrial Co., Ltd. as being disclosed to Baring and Lehman Brothers.

20.2 Each undertaking in paragraphs (a), (b), (c) (d) and (e) of this Clause 20.1 shall be treated as independent of the other undertakings so that, if any of them is held to be invalid or unenforceable for any reason, the remaining undertakings shall be valid to the extent that they are not affected.

20.3 Each of BVI Existing Shareholders and BVI hereby expressly acknowledges and declares that it has duly considered the undertakings set out in Clause 20.1 and considers that they are reasonable in the circumstances, and warrants and undertakes to the Preference Shareholders that it shall not challenge or query the validity and enforceability of these undertakings.

20.4 Without prejudice to any rights or remedies of the Preference Shareholders under law, if any of BVI Existing Shareholders or BVI (“Defaulter”) is in breach of Clause 20.1(c), and more than 10 employees and/or officers of any Group Company are solicited or enticed away, such Defaulter shall be individually liable to pay to the Preference Shareholders on demand liquidated damages in the sum of US$ 5 million. The parties agree that this sum is paid as liquidated damages and not as penalty, and agree that this sum is a genuine pre-estimate in good faith of the loss suffered by the Preference Shareholders in such circumstances.

20.5 During the period that Baring holds any Preference Shares of the Company, or before a Qualified IPO, whichever is earlier, Baring and Lehman Brothers should not directly or indirectly make any investment into the following companies, except that Baring’s investee enterprises make further investment into such companies. It being understood that Lehman Brothers’s undertaking under Section 20.5 does not in any way place restrictions on the activities of Lehman

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Brothers Group at large, and investment activities of Lehman Brothers Group (except Lehman Brothers) will not under any circumstance be found in violation of this Section 20.5.

(a) Organizer ( )

(b) Besta ( )

(c) Instant dict ( )

(d) Meigin ( )

(e) Cooltec ( )

(f) Hi-tech wealth ( )

(g) Lenovo ( )

(h) BBK ( )

(i) Ohayo ( )

(j)

(k)

(l)

(m)

(n)

(o) Readboy ( )

(p) Dbolo ( )

(q) V.me ( )

(r) Timetop ( )

(s) Worthy ( )

(t)

(u)

(v) Vtech ( )

(w)

(x)

21. TERMINATION

21.1 This Agreement shall continue in full force and effect until the earlier of the following:

(a) the Company has been dissolved, wound up or otherwise ceases to exist as a separate corporate entity; or

(b) the consummation of a Qualified IPO (including for this purpose an IPO by way of a reverse takeover).

21.2 Notwithstanding the provision of Clause 21.1, the registration rights under Schedule 5 shall be terminated in accordance with Schedule 5 or Clause 19.2, whichever is the later.

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21.3 Termination of this Agreement shall not release any party from any liability which at the time of termination has already accrued to the other parties or any liability arising or maturing after such termination as a result of any breach, omission committed or omitted prior to such termination.

22. SEVERABILITY

If at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any way be affected or impaired, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

23. ENTIRE AGREEMENT

Except as otherwise specified in this Agreement, this Agreement constitutes the entire agreement and understanding between the parties in connection with the subject matter of this Agreement and supersedes all previous term sheets, proposals, representations, warranties, agreements or undertakings relating thereto whether oral, written or otherwise and no party hereto has relied or is entitled to rely on any such term sheets, proposals, representations, warranties, agreements or undertakings.

24. NATURE OF THIS AGREEMENT

In the event of any conflict between the provisions of the Agreement and the terms of the memorandum or articles of association of the Company, the provisions of this Agreement shall prevail and, if any of the parties hereto shall so require, the memorandum of association or the Articles of the Company shall be revised so as to reflect the provisions of this Agreement.

25. TIME

25.1 Time shall be of the essence of this Agreement.

25.2 No time or indulgence given by any party to the other shall be deemed or in any way be construed as a waiver of any of its rights and remedies hereunder.

41

26. ASSIGNMENT AND COUNTERPARTS

26.1 This Agreement shall be binding on and enure for the benefits of the parties hereto, and their respective successors and assigns.

26.2 Any of the Preference Shareholders may assign and transfer any of its rights, benefits and obligations of and in this Agreement to any member(s) of the BAPE Group or the Lehman Brothers Group.

26.3 Any of the BVI Existing Shareholders may assign or transfer any of his rights, benefits and obligations of and in this Agreement to his Associate.

26.4 When the Board of the Company adopt a resolution to pursue a Qualified IPO, BVI 5 and BVI 6 may assign or transfer any of the shares hold by BVI 5 and BVI 6 to the Key Employees during the restructuring period of the Company for purposes of a Qualified IPO

26.5 Save as aforesaid, and save as provided herein, no party hereto may assign or transfer any of his or its rights or obligations under this Agreement.

26.6 This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, each of which, when so executed and delivered, shall be an original but all the counterparts shall together constitute one and the same instrument.

27. NOTICES AND OTHER COMMUNICATION

27.1 Any notice or other communication to be given under this Agreement shall be in writing and may be delivered by hand or given by facsimile or sent by an established courier service to the address or fax number from time to time designated, the initial address and fax number so designated by each party being set out in Schedule 3. Any such notice or communication shall be sent to the party to whom it is addressed and must contain sufficient reference and/or particulars to render it readily identifiable with the subject-matter of this Agreement. If so delivered by hand or given by facsimile such notice or communication shall be deemed received on the date of despatch and if so sent by an established courier service shall be deemed received three (3) Business Days after the date of despatch.

27.2 Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed, but the absence of such confirmation shall not affect the validity of any such communication.

42

28. COSTS AND EXPENSES

28.1 Taxes and governmental fees in respect of the carrying into effect of this Agreement shall be born by the parties in accordance with PRC laws and regulations.

29. GOVERNING LAW AND JURISDICTION

29.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to principles of conflicts of law thereunder.

29.2 Any dispute, difference or claim arising out of or in connection with this Agreement shall be referred to and determined by the arbitration at Hong Kong International Arbitration Centre located in Hong Kong by using the laws of Hong Kong as the governing law. UNCITRAL Arbitration Rules shall apply to the arbitration proceedings, which will be conducted in English. For the arbitration tribunal, the arbitrators shall be selected among those who can read and understand Chinese, with each party of the dispute to appoint one member of the arbitration tribunal. The appointment of the third arbitrator shall be agreed by the parties of the dispute. If they fail to reach such an agreement, the Hong Kong International Arbitration Centre shall appoint the third arbitrator. At least the third arbitrator shall be literate in reading and understanding Chinese language.

30. MISCELLANEOUS

30.1 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

30.2 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

30.3 If this Agreement is terminated or rescinded for whatsoever reason, all further rights and obligations of the parties hereto shall cease to have effect upon such termination or rescission except that the termination or rescission will not affect the then accrued rights and obligations of the parties.

30.4 If at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any way be affected or impaired.

43

IN WITNESS whereof the parties executed this Agreement the day and year first above written.

SIGNED by XU Dong	)	/s/ XU Dong
in the presence of :	)
/s/ ZHANG Ruchun
SIGNED by XU Dong	)
for and on behalf of	)	/s/ XU Dong
Jointly Gold Technologies Ltd.	)
in the presence of :	)
/s/ ZHANG Ruchun
SIGNED by XU Dong	)
for and on behalf of	)	/s/ XU Dong
Noah Education Holding Limited	)
in the presence of:	)
/s/ ZHANG Ruchun

SIGNED by TANG Benguo	)	/s/ TANG Benguo
in the presence of :	)
/s/ ZHANG Ruchun
SIGNED by TANG Benguo	)
for and on behalf of	)	/s/ TANG Benguo
First Win Technologies Ltd.	)
in the presence of :	)
/s/ ZHANG Ruchun

SIGNED by WANG Xiaotong	)	/s/ WANG Xiaotong
in the presence of :	)
/s/ ZHANG Ruchun
SIGNED by WANG Xiaotong	)
for and on behalf of	)	/s/ WANG Xiaotong
Global Wise Technologies Ltd.	)
in the presence of :	)
/s/ ZHANG Ruchun

SIGNED by MA Li	)	/s/ MA Li
in the presence of :	)
/s/ ZHANG Ruchun
SIGNED by MA Li	)	/s/ MA Li
for and on behalf of	)
Gallop Jumbo International Limited	)
in the presence of :	)
/s/ ZHANG Ruchun

SIGNED by XIAO Xianquan	)	/s/ XIAO Xianquan
for and on behalf of	)
Dynamic View Investments Limited	)
in the presence of :	)
/s/ ZHANG Ruchun

SIGNED by	)
for and on behalf of	)	/s/ XU Dong
Master Topful Limited	)
in the presence of :	)
/s/ ZHANG Ruchun

SIGNED by Julie Jones	)
for and on behalf of	)	/s/ Julie Jones
BARING ASIA II HOLDINGS	)
(22) LIMITED	)
in the presence of : Keith Hammond	)
/s/ Keith Hammond

SIGNED by WONG Sinfung	)
for and on behalf of	)	/s/ WONG Sinfung
Alpha Century Assets Limited	)
in the presence of :	)
/s/

SIGNED by	)
for and on behalf of	)	/s/ Tan Ser Kiat
Lehman Brothers Commercial	)
Corporation Asia Limited	)
in the presence of :	)
/s/ Vivian Wai Wan Chan

SCHEDULE 1

WRITTEN RESOLUTIONS

WRITTEN RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY DATED MARCH 16, 2007

NOAH EDUCATION HOLDINGS LTD.

(the “Company”)

WRITTEN RESOLUTIONS OF THE MEMBERS OF THE COMPANY PASSED

ON 16 MARCH 2007

THE UNDERSIGNED, being all the members of the Company, a Cayman Islands company, pursuant to the authority to act by written resolution conferred by the Articles of Association of the Company, hereby resolve as follows:

Adoption of new Memorandum and Articles of Association

IT IS NOTED that the Company intends to amend and restate its Memorandum and Articles of Association in connection with (i) the issuance of a warrant to Lehman Brothers Commercial Corporation Asia Limited (“Lehman”); (ii) the sale by certain ordinary shareholders of the Company of ordinary shares, par value US$0.0001, of the Company to Lehman; and (iii) the sale by Baring Asia II Holdings (22) Limited (“Baring”) of certain Series A preference shares, par value US$0.0001, of the Company to Lehman, pursuant to a share purchase agreement, dated as of March 7, 2007 among Jointly Gold Technologies Ltd., First Win Technologies Ltd., Global Wise Technologies Ltd., Gallop Jumbo International Limited and Dynamic View Investments Limited, Lehman, Baring, the Company, the BVI Existing Shareholders (as defined in the SPA) and the WFOEs (as defined in the SPA). The terms of the restated Memorandum and Articles of Association attached hereto as Annex A (the “Amended and Restated M&A”) have been reviewed and carefully considered by the members of the Company.

IT IS ALSO NOTED that in contemplation of a proposed listing on the AIM market (the “Proposed Listing”), the members of the Company passed written resolutions on 5 December 2006 to approve, inter alia, the conditional adoption of amended and restated memorandum and articles of association, the conditional redesignation of share capital and the granting of authority to allot and issue shares (the “Conditional Resolutions”). IT IS FURTHER NOTED that the Company would not, at this stage, proceed with the Proposed Listing.

RESOLVED, AS A SPECIAL RESOLUTION:

(i) THAT the existing Memorandum and Articles of Association of the Company be replaced in their entirety with the Amended and Restated M&A with effect from the date hereof and THAT the Amended and Restated M&A be adopted as the Company’s new memorandum and articles of association with effect from the date hereof;

(ii) THAT the Conditional Resolutions be revoked with effect from the date hereof; and

(iii) THAT M&C Corporate Services Limited be and is hereby authorised to file all requisite documents with the appropriate authorities in the Cayman Islands, concurrently with the Closing, to make effective the Amended and Restated M&A and to take any and all other actions which may be necessary or desirable to give effect to the aforementioned resolutions.

First Win Technologies Ltd.

By

Print Name:

Title:

Jointly Gold Technologies Ltd.

By

Print Name:

Title:

Global Wise Technologies Ltd.

By

Print Name:

Title:

Gallop Jumbo International Limited

By

Print Name:

Title:

Dynamic View Investments Limited

By

Print Name:

Title:

Baring Asia II Holdings (22) Limited
By
Print Name:	Julie Jones
Title:	Director
Alpha Century Assets Limited
By
Print Name:
Title:
Master Topful Limited
By
Print Name:
Title:

SCHEDULE 2

GROUP COMPANIES

1. Noah Education Holdings Ltd.

2. Bright Sound Limited

3. Noah Education Technology (Shenzhen) Co. Ltd.

4. Innovative Noah Electronic (Shenzhen) Co. Ltd.

5. New Noah Technology (Shenzhen) Co. Ltd.

6. Bright Sound Electronic (Shenzhen) Co. Ltd.

SCHEDULE 3

ADDRESS AND FAX NUMBERS FOR NOTIFICATION

PART A

BVI Existing Shareholders

1. XU Dong

Address:
	Attn: Mr. XU Dong
Fax No.:	(86755)-83432793

2. TANG Benguo

Address:
	Attn: Mr. TANG Benguo
Fax No.:	(86755)-83432793

3. WANG Xiaotong

Address:
	Attn: Mr. WANG Xiaotong
Fax No.:	(86755)-83432793

4. MA Li

Address:
	Attn: Mr. MA Li
Fax No.:	(86-28)-87749469

PART B

5. Baring Asia II Holdings (22) Limited

Address:	P.O. Box 431
	13-15 Victoria Road, St Peter Port
	Guernsey
	Channel Islands
	GY1 3ZD
	United Kingdom
	Attn: Ms. Connie Helyar
Fax No.:	(44) 148-1715-219
	c.c. Baring Private Equity Asia Ltd.
	34th Floor, One International Finance Centre
	1 Harbour View Street
	Central
	Hong Kong
	Attn: Mr Conrad Tsang
Fax No.:	(852) 2843 9372

6. Jointly Gold Technologies Ltd.

Address:
	Attn: Mr. XU Dong
Fax No.:	(86755)-83432793

7. First Win Technologies Ltd.

Address:
	Attn: Mr. TANG Benguo
Fax No.:	(86755)-83432793

8. Global Wise Technologies Ltd.

Address:
	Attn: Mr. WANG Xiaotong
Fax No.:	(86755)-83432793

9. Gallop Jumbo International Limited

Address:
	Attn: Mr. MA Li
Fax No.:	(86-28)-87749469

10. Dynamic View Investments Limited

Address:
	Attn: Mr. XIAO Xianquan
Fax No.:	(86755)-83432793

11. Noah Technology Holdings Ltd.

Address:
	Attn: Mr. Xu Dong
Fax No.:	(86755)-83432793

12. Alpha Century Assets Limited

Address:	15A, Block One, Dynasty Court, 23rd, Old Peak Road, Hong Kong
	Attn: Ms. WONG Sinfung
Fax No.:	(00852)-28105546

13. Master Topful Limited

Address:
	Attn: Mr. XIAO Xianquan
Fax No.:	(86755)-83432793

14. Lehman Brothers Commercial Corporation Asia Limited

Address:	Two International Finance Centre, 26th Floor, 8 Finance Street, Central, Hong Kong
	Attn:	Shian Lim
		Lehman Brothers Commercial Corporation Asia Limited
Fax No.:	813 4582 3643
Tel No.:	852 2252 1205

SCHEDULE 4

[Reserved]

SCHEDULE 5

REGISTRATION RIGHTS

1. Applicability of Rights. The holders of Series A Preference Shares shall be entitled to the following rights with respect to any potential public offering of the Series A Preference Shares or the Company’s Ordinary Shares in the United States and shall be entitled to reasonably analogous or equivalent rights with respect to any other offering of Securities in any other jurisdiction pursuant to which the Company undertakes to publicly offer or list such Securities for trading on a recognized securities exchange.

2. Definitions. For purposes of this Schedule 5:

(a) Registration. The terms “register”, “registered”, and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement.

(b) Registrable Securities. The term “Registrable Securities” means: (1) any Ordinary Shares of the Company issued or to be issued pursuant to conversion of any shares of Series A Preference Shares issued (A) under the Subscription Agreement, and (B) pursuant to the Right of First Offer; (2) any Ordinary Shares of the Company issued as (or issuable upon the conversion or exercise of any warrant (including but not limited to the warrant granted to Lehman Brothers Group dated the date hereof), right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any Series A Preference Shares described in clause (1) of this subsection (b); and (3) any other Ordinary Shares of the Company owned or hereafter acquired by a Series A Preference Shareholder. Notwithstanding the foregoing, “Registrable Securities” shall exclude any Registrable Securities sold by a person in a transaction in which rights under this Schedule 5 are not assigned in accordance with this Agreement or any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144 promulgated under the Securities Act, or in a registered offering, or otherwise.

(c) Registrable Securities Then Outstanding. The number of shares of “Registrable Securities then outstanding” shall mean the number of Ordinary Shares of the Company that are Registrable Securities and are then issued and outstanding.

(d) Holder. For purposes of this Schedule 5, the term “Holder” means any person owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any permitted assignee of record of such Registrable Securities to whom rights under this Schedule 5 have been duly assigned in accordance with this Agreement.

(e) Form S-3 and Form F-3. The terms “Form S-3” and “Form F-3” mean such respective form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(f) SEC. The term “SEC” or “Commission” means the U.S. Securities and Exchange Commission.

3. Demand Registration.

(a) Request by Holders. If the Company shall at any time after the expiry of six months after a Qualified IPO receive a written request from the Holders of at least five percent (5%) of all issued and outstanding share capital of the Company on a fully-diluted and as-converted basis that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) Business Days after receipt of the Request Notice, subject only to the limitations of this Section 3; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least thirty percent (30%) of all Registrable Securities then outstanding; and provided further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a).

(b) Underwriting. If the Holders initiating the registration request under this Section 3 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3 and the Company shall include such information in the written notice referred to in subsection 3(a). In such event, the right of any Holder

to include his Registrable Securities in such registration shall be conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

(c) Maximum Number of Demand Registrations. The Company shall be obligated to effect only three (3) such registrations pursuant to this Section 3.

(d) Deferral. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 3:

(i) during the period starting with the date sixty (60) Business Days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) Business Days following the effective date of, a Company-initiated registration subject to Section 4 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;

(ii) if the Initiating Holders propose to Dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 5 hereof; or

(iii) if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 3, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

(e) Expenses. All expenses incurred in connection with any registration pursuant to this Section 3, including without limitation all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, printer’s and accounting fees, and fees and disbursements of counsel for the Company including reasonable expenses of one legal counsel for the Holders (but excluding underwriters’ discounts and commissions relating to shares sold by the Holders), shall be borne by the Company. Each Holder participating in a registration pursuant to this Section 3 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all discounts, commissions or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Holders.

4. Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least twenty (20) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 3 or Section 5 of this Schedule 5 or to any employee benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall within 18 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(a) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 4(c) hereof.

(b) Underwriting. If a registration statement under which the Company gives notice under this Section 4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 4 shall be conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including up to seventy-five percent (75%) of the Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer, consultant or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts

for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder”, and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder”, as defined in this sentence.

(c) Expenses. All expenses incurred in connection with a registration pursuant to this Section 4 (excluding underwriters’ and brokers’ discounts and commissions relating to shares sold by the Holders), including, without limitation all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company and reasonable expenses of one legal counsel for the Holders, shall be borne by the Company.

(d) Not Demand Registration. Registration pursuant to this Section 4 shall not be deemed to be a demand registration as described in Section 3 above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 4.

5. Form S-3 or Form F-3 Registration. In case the Company shall receive from any Holder or Holders of a majority of all Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 or Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:

(a) Notice. Promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b) Registration. As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fourteen (14) Business Days after the Company provides the notice contemplated by Section 5(a); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 5:

(1) if Form S-3 or Form F-3 is not available for such offering by the Holders;

(2) if the Holders propose to sell Registrable Securities at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000;

(3) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 or Form F-3 registration statement no more than once during any twelve month period for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 5; or

(4) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(a).

(c) Expenses. The Company shall pay all expenses incurred in connection with each registration requested pursuant to this Section 5 (excluding underwriters’ or brokers’ discounts and commissions relating to shares sold by the Holders), including without limitation all U.S. federal, “blue sky” and all foreign registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel and reasonable expenses of one legal counsel for the Holders.

(d) Not Demand Registration. Form S-3 or Form F-3 registrations shall not be deemed to be demand registrations as described in Section 3 above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 5.

6. Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:

(a) Registration Statement. Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, provided, however, that the Company shall not be required to keep any such registration statement effective for more than sixty (60) days.

(b) Amendments and Supplements. Prepare and file with the SEC such

amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c) Prospectuses. Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

(d) Blue Sky. Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) Underwriting. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notification. Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g) Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public

accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

(h) Notwithstanding any of the foregoing provisions, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 3 or Section 5 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case the participating Holders requesting for the withdrawal shall bear such expenses), unless, in the case of a registration requested under Section 3, all of the Holders of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 3.

7. Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Schedule 5 with respect to the Registrable Securities of the selling Holders that such selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the Registration of their Registrable Securities. In this connection, each selling Holder shall be required to represent and warrant to the Company that all such information which is given in writing expressly for inclusion in such registration is true and accurate in all material respects.

8. No Registration Rights to Third Parties. Without the prior consent of the Holders of 75% of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form S-3 or Form F-3 registration rights described in this Schedule 5, or otherwise) relating to any Securities of the Company, other than rights that are subordinate in right to the Series A Preference Shareholders.

9. Assignment

The registration rights under this Schedule 5 may be transferred or assigned to any transferee of Series A Preference Shares representing 5% or more of the issued share capital of the Company.

10. Market Stand-Off Agreement.

Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) Business Days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant

any option, right or warrant to purchase, or otherwise transfer or Dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise. The foregoing provisions of this Section 10 shall apply only to the Company’s initial public offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers and directors and greater than five percent (5%) Shareholders of the Company enter into similar agreements. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of this Section 10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

EX-5.1

Exhibit 5.1

Our ref        AAW/624161/2052459v1

Your ref

Noah Education Holdings Ltd. 10^th Floor B Building Futian Tian’an Hi-Tech Venture Park Futian District, Shenzhen Guangdong Province People’s Republic of China Subject to review and amendment

     September 2007

Dear Sirs

Noah Education Holdings Ltd.

We have acted as Cayman Islands legal advisers to Noah Education Holdings Ltd. (the “Company”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), originally filed on [20] September 2007 with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company and the sale by the selling shareholders (the “Selling Shareholders”) of certain American Depositary Shares representing the Company’s Ordinary Shares of par value US$0.0001 each (the “Ordinary Shares”). We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.

1 DOCUMENTS REVIEWED

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

1.1 the Certificate of Incorporation dated 8 April 2004, the Certificate of Incorporation on Change of Name dated 24 March 2006 and the Memorandum and Articles of Association of the Company as adopted by special resolution on 16 March 2007, as amended by special resolutions dated 8 June 2007 and 21 June 2007 (the “Memorandum and Articles of Association”);

1.2 the register of members of the Company;

1.3 the written resolutions of the board of directors dated [·] September 2007;

1.4 a certificate from a Director of the Company addressed to this firm dated [·] September 2007, a copy of which is attached hereto (the “Director’s Certificate”); and

1.5 the Registration Statement.

2 ASSUMPTIONS

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion. The following opinions are given only as to and based on circumstances and matters of fact existing at the date hereof and of which we are aware consequent upon the instructions we have received in relation to the matter the subject of this opinion and as to the laws of the Cayman Islands as the same are in force at the date hereof. In giving this opinion, we have relied upon the completeness and accuracy (and assumed the continuing completeness and accuracy as at the date hereof) of the Director’s Certificate as to matters of fact and the Certificate of Good Standing without further verification and have relied upon the following assumptions, which we have not independently verified:

(i) Copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

(ii) The genuineness of all signatures and seals.

(iii) There is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations.

3 OPINION

The following opinions are given only as to matters of Cayman Islands law and we have assumed that there is nothing under any other law that would affect or vary the following opinions.

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 The Company has been duly incorporated as an exempted company with limited liability for an unlimited duration and is validly existing under the laws of the Cayman Islands.

3.2 The authorised share capital of the Company is US$50,000 divided into 500,000,000 shares of US$0.0001 par value each, of which 300,000,000 are designated as Ordinary Shares and 200,000,000 are designated as Series A Preference Shares.

3.3 The issue and allotment of the Ordinary Shares has been duly authorised. When allotted, issued and paid for as contemplated in the Registration Statement and registered in the register of members (shareholders), the Ordinary Shares will be legally issued and allotted, fully paid and non-assessable.

4 QUALIFICATIONS

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in the Registration Statement or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

We hereby consent to the use of this opinion in, and the filing hereof as an Exhibit to, the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

Yours faithfully

MAPLES and CALDER

NOAH EDUCATION HOLDINGS LTD.

PO Box 309GT, Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands

     September 2007

Maples and Calder

1504 One International Finance Centre

1 Harbour View Street

Hong Kong

Dear Sirs

Noah Education Holdings Ltd. (the “Company”)

I, Dong Xu, being a director of the Company, am aware that you are being asked to provide a legal opinion (the “Opinion”) in relation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:

1 The Memorandum and Articles of Association of the Company as conditionally adopted by special resolution passed on 16 March 2007 remain in full force and effect and are unamended save for the amendments made by special resolution passed on 8 June 2007 and 21 June 2007.

2 The written resolutions (the “Resolutions”) of the board of directors dated 20 September 2007 were signed by all of the directors in the manner prescribed in the Articles of Association of the Company.

3 The authorised share capital of the Company is US$50,000 divided into 500,000,000 shares of US$0.0001 par value each, of which 300,000,000 are designated as Ordinary Shares and 200,000,000 are designated as Series A Preference Shares.

4 The shareholders of the Company have not restricted or limited the powers of the directors in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Ordinary Shares and entering into and performing its obligations under the Agreements.

5 The Resolutions were duly adopted, are in full force and effect at the date hereof and have not been amended, varied or revoked in any respect.

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6 The directors of the Company at the date of Resolutions were and are as follows:

Xu Dong

Benguo Tang

Xiaotong Wang

Xiao Xianquan

Tsang Kwong Yue Conrad

Chen Xiao

Ni Guangnan

7 You have been provided with complete and accurate copies of all minutes of meetings or written resolutions or consents of the shareholders and directors (or any committee thereof) of the Company (which were duly convened, passed or (as the case may be) signed and delivered in accordance with the Articles and Association of the Company) and the Certificate of Incorporation, Memorandum and Articles of Association and statutory registers of the Company.

8 The entry by the Company into the transactions contemplated by the resolutions set forth in the Resolutions does not and will not infringe the terms of, or constitute a default under, any trust deed, agreement or other instrument or obligation to which the Company is a party or by which the Company or any part of its undertaking, assets, property or revenues is bound.

9 There is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company prohibiting it from entering into and performing its obligations.

10 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company’s property or assets.

I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally (Attn: Mr. Anthony Wong) to the contrary.

Signature:
	Director

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EX-8.1

Exhibit 8.1

[            ], 2007

Noah Education Holdings Ltd.

10^th Floor B Building

Futian Tian’an Hi-Tech Venture Park

Futian District, Shenzhen

Guangdong, People’s Republic of China

Re:                     American Depositary Shares of Noah Education Holdings Ltd. (the “Company”)

Ladies and Gentlemen:

In connection with the public offering of                      American Depositary Shares (“ADSs”), each of which represents one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company pursuant to the registration statement on Form F-1 under the Securities Act of 1933, as amended (the “Act”), originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on [            ], 2007 (the “Registration Statement”), you have requested our opinion concerning the statements in the Registration Statement under the caption “Taxation—United States Federal Income Taxation.”

The facts, as we understand them, and upon which with your permission we rely in rendering the opinion herein, are set forth in the Registration Statement and the Company’s responses to our examinations and inquiries.

In our capacity as counsel to the Company, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation, or audit of the facts set forth in the above-referenced documents.

[                    ], 2007

Page 2

We are opining herein as to the effect on the subject transaction only of the federal income tax laws of the United States and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.

Based on such facts and subject to the limitations set forth in the Registration Statement, the statements of law or legal conclusions in the Registration Statement under the caption “Taxation—United States Federal Income Taxation” constitute the opinion of Latham & Watkins LLP as to the material tax consequences of an investment in the ADSs or the Ordinary Shares.

No opinion is expressed as to any matter not discussed herein.

This opinion is rendered to you as of the date of this letter, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the Registration Statement may affect the conclusions stated herein.

This opinion is furnished to you, and is for your use in connection with the transactions set forth in the Registration Statement. This opinion may not be relied upon by you for any other purpose. However, this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions “Taxation” and “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission promulgated thereunder.

Very truly yours,

Latham & Watkins LLP

EX-10.1

Exhibit 10.1

English Translation

AGREEMENT FOR TRUST OF EQUITY AND OTHER RELEVANT ARRANGEMENT

THIS AGREEMENT is entered into by and among the following No.1 through No.4 parties on the 26^th day of October, 2006.

1. Master Topful Limited, a corporation duly incorporated under laws of British Virgin Islands, with its registered address at Akara Bldg., 24 De Castro Street, Wickhams Cay 1 Road Town, Tortola, British Virgin Islands (hereinafter referred to as “Company”);

2. Xiao Xianquan, whose ID card number is 519004196611203917, with his address at No.11, Unit 2, Block 1, No.16, Wang Jia Ba Street, Jinjiang District, Chengdu City (hereinafter referred to as “Trustee”);

3. Yang Zhiwei, et al. 104 persons, whose name, ID card number and address are listed in the Attachment A hereto (hereinafter referred to as “Trustors”);

4. Xu Dong, whose passport number is G01452308, with his address at No.1001, Block A, Tian Hi-Tech Plaza, West Shennan Road, Futian District, Shenzhen City (hereinafter referred to as “Guarantor”);

5. Noah Education Holdings Ltd., a corporation duly incorporated under laws of Cayman Islands, with its registered address at Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman Islands (hereinafter referred to as “NEHL”).

WHEREAS

1. The Company applies to subscribe 736,721 shares of NEHL stocks from NEHL on the date of                     , 2006, and the Company will hold 736,721 shares of NEHL stocks (hereinafter referred to as “NEHL Stocks”) after the subscription is completed and the Company is officially registered as a shareholder of NEHL;

2. The Company will issue 1000 shares of stocks (hereinafter referred to as “Corporate Stocks”) to the Trustee and the Trustors at a price of US$ 1 per share (hereinafter referred to as “Subscription Price”);

3. All Trustors hereby agree that they will entrust the Trustee to hold their Corporate Stocks for and on behalf of them as beneficiary shareholders in accordance with the terms and conditions of this Agreement, and the Trustee hereby agrees that he will register the Corporate Stocks for and on behalf of the Trustors in accordance with the terms and conditions of this Agreement;

4. To secure the performance of all obligations of the Trustee hereunder, the Guarantor, as a Director of the Company and NEHL and the biggest shareholder of NEHL, hereby agrees to act as a guarantor of the Trustee to secure Trustee’s performance of all obligations hereunder;

5. To safeguard the benefits of the Guarantor, the Trustee and the Trustors hereby agree to create a charge on the Corporate Stocks for the benefits of the Guarantor, as counter-security for the guaranty provided by the Guarantor hereunder.

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NOW, THEREFORE, all parties hereby enter into the following terms and conditions through friendly negotiations, with respect to the trust of stocks, guaranty, charge and other relevant arrangements:

ARTICLE 1 ISSUANCE AND SUBSCRIPTION OF CORPORATE STOCKS

1. The Company will issue 1000 shares of Corporate Stocks to the Trustee and the Trustors at a price of US$ 1 per share. The Trustee and Trustors, via holding the Corporate Stocks, are ultimately entitled to the beneficiary rights and interests of 736,721 shares of NEHL Stocks in NEHL.

It is acknowledged by all parties that Xiao Xianquan, via holding Corporate Stocks, ultimately holds 360,455 shares of NEHL Stocks in NEHL and will hold other 376,266 shares of NEHL Stocks for and on behalf of the Trustors under the trust.

2. The Trustee and Trustors shall purchase their respectively subscribed shares using foreign exchange they have in Mainland China or lawfully obtain abroad and shall go through the formalities for overseas investment foreign exchange registration according to the law.

ARTICLE 2 STOCK CERTIFICATE AND TRUST

1. The stock certificate of Corporate Stocks shall be indicated as No.1. In consideration that the Trustee and Trustors agree to charge the Corporate Stocks for the benefits of the Guarantor, the said stock certificate shall be kept by the Guarantor in custody.

2. The Trustee hereby acknowledges that with respect to 736,721 shares of NEHL Stocks he indirectly holds via holding 1,000 shares of Corporate Stocks, other than the beneficiary rights and interests of 360,455 shares of NEHL Stocks he holds, the beneficiary rights and interests of remaining 376,266 shares of NEHL Stocks are indirectly held by all the Trustors via holding corresponding proportion of Corporate Shares. Such corresponding proportion of Corporate Shares are subscribed and owned by all the Trustors, and the Trustors are unconditionally entitled to all rights, interests and other consequential benefits to such Corporate Stocks held under the trust.

ARTICLE 3 OTHER CONDITIONS FOR TRUSTEE AND TRUSTORS TO OBTAIN AND HOLD CORPORATE STOCKS

The Trustee and Trustors hereby confirm and agree with the Company and the Guarantor that the Corporate Stocks subscribed and owning are subject to the following conditions:

1. All limitations applicable to other existing shareholders of NEHL and the Company under the Stock Subscription Agreement;

2. If the NEHL Stocks held by the Company are not allowed to be sold or otherwise disposed of (including setting mortgage, charge or any other encumbrance for the

2

benefits of third party) within a certain period according to the requirement of applicable laws and/or relevant contract after NEHL is publicly listed, the Trustee and Trustors shall not demand to sell or otherwise dispose of (including setting mortgage, charge or any other encumbrance for the benefits of third party) the Corporate Stocks and the rights and interests of NEHL Stocks they indirectly hold in NEHL via holding Corporate Stocks during the said period;

3. Upon occurrence of circumstances for repurchase hereunder, the Company shall be entitled to repurchase all Corporate Stocks and the Trustee and/or the relevant Trustors shall be obliged to sell all Corporate Stocks they are holding as a beneficiary, and the repurchase price shall be the same as the subscription price of Corporate Stocks. The circumstances of repurchase hereunder include but not limited to: (1) to sell rights and interests of NEHL Stocks according to Article 6 hereof; (2) the Trustee and/or the relevant Trustors resign without approval of NEHL or the Board of Directors of any company established by NEHL in China; or (3) the Trustee and/or the relevant Trustors are dismissed by NEHL or the Board of Directors of any company established by NEHL in China due to material violation of labor discipline or criminal offence or any other act materially impairs the interests of the company (such as violation of non-competition obligation or confidentiality obligation). Upon occurrence of any of the above mentioned circumstances, the Company shall issue new shares to one or more than one persons designated by the Company or Guarantor not exceeding the number of shares repurchased hereunder at a price of US$ 1 per share, provided that the person or persons such new shares issued to must be the full-time employees of NEHL or its wholly owned affiliates;

4. The Trustee and Trustors hereby agree and guarantee that, prior to the initial public offering by NEHL (hereinafter referred to as “IPO”) or all or substantial part of NEHL’s assets being sold, they will not sell, mortgage or dispose of all Corporate Stocks they are holding as a beneficiary by whatever means, unless the same are charged for the benefits of the Guarantor. Furthermore, all Trustors may not demand the Trustee to transfer the Corporate Stocks in trust hereunder to all Trustors for direct holding.

ARTICLE 4 VOTING RIGHT

The Trustee and Trustors hereby agree that, the Company shall entrust the Trustee to exercise its voting rights as a shareholder of NEHL by any means the Trustee reasonably considers and believes will not be harmful to the interests of the Company and Trustors.

ARTICLE 5 DIVIDEND, CASH OR OTHER INCOME

1. If the Company receive any dividend from NEHL prior to the IPO by NEHL or all or substantial part of NEHL’s assets being sold, the Trustee shall the distribute the dividends received from NEHL to the Trustors and himself as dividend based on the proportion of NEHL Stocks they are holding in NEHL. NEHL shall at first pay such dividends to an overseas bank account opened by the Company in the name of the Company and escrowed by the Guarantor (hereinafter referred to as “Company Account”). When the dividends are paid to the Company Account, the directors of the

3

Company shall distribute such dividends to the Trustee and Trustors according to their respective proportion of NEHL Stocks they are holding in NEHL and then pay the distributed dividends from the Company Account to an overseas bank account opened in the name of the Trustee and jointly controlled by the Trustee and a representative appointed by all the Trustors (hereinafter referred to as “Special Account”).

2. If all or substantial part of NEHL’s assets are sold and the Company receives any cash or other incomes (if any) therefore, the Trustee shall ensure such cash or other incomes shall be distributed to the Trustee and Trustors according to the proportion of NEHL Stocks they are holding in NEHL respectively and by means not harmful to the interests of the Trustors. In case of cash received by the Company, such cash shall be distributed to the Trustee and all the Trustors in the way as specified in above Paragraph 1, Article 5 hereof; in case of stocks or other goods, it shall be ensured that such stocks and goods may be registered in the name of the Trustee or the Trustors according to the proportion.

ARTICLE 6 SPECIAL ARRANGEMENT FOR SALE AFTER NEHL SHARES ARE PUBLICLY LISTED

1. If the Trustee or any Trustor intends to sell the any NEHL Stocks they indirectly hold via holding the Corporate Stocks, they may not directly sell NEHL Stocks but must through the Company. (The Trustee or any Trustor intends to sell NEHL Stocks hereinafter is referred to as “Seller”.)

2. After the Company has sold the NEHL Stocks as demanded by the Seller, the corresponding shares owned by the Seller in the Company shall be repurchased by the Company.

3. In case that the Seller is any Trustor, such a Trustor shall send a notice to the Guarantor and the Trustee prior to putting forward his demand (hereinafter referred as “Prior Notice”); in case that the Seller is the Trustee, he shall send a notice to the Guarantor prior to putting forward his demand. Such prior notice shall clearly indicate the quantity of NEHL Stocks to be sold, period of selling, price scope and arrangement of proceeds receiving from sale as well as information of the bank account to collect the proceeds receiving from sale.

4. After the Company has sold the NEHL Stocks upon request of the Seller, the Company shall remit the proceeds from sale to the Special Account according to above Paragraph 1, Article 5 hereof, and then the Trustee and a representative jointly appointed by the Trustors shall transfer the proceeds from sale to the Seller. The Company or the Trustee and the representative jointly appointed by the Trustors may withhold the cost of purchasing shares, taxes payable by the Seller and relevant service charges from the proceeds received from sale of such stocks in accordance wit the applicable laws and regulations.

5. Notwithstanding the provision mentioned in the preceding sentence, if the Guarantor, the Company, any other Trustor appointed by the Guarantor or any other third party

4

appointed by the Guarantor agrees to purchase the NEHL Stocks to the sold by the Seller at the middle price within the scope of selling price as specified in the Prior Notice, the Seller shall sell his NEHL Stocks to the Guarantor, the Company, any other Trustor appointed by the Guarantor or any other third party appointed by the Guarantor.

6. If the Trustee or any Trustor intends to sell the any Corporate Stocks, it shall be executed according to above Paragraph 3 and Paragraph 5 of this Article 6.

ARTICLE 7 CHARGE OF CORPORATE STOCKS

In order to secure the performance of this Agreement, especially the Trustee’s performance of his obligations hereunder, the Trustee and all the Trustors agree to set charge on the Corporate Stocks for the benefits of the Guarantor during the term of this Agreement.

ARTICLE 8 FINAL DISPOSITION OF CORPORATE STOCKS

The Trustee and Trustors hereby agree that, if the Company does not own any share in NEHL due to any cause, the Corporate Stocks shall be repurchased and then cancelled by the Company without compensation.

ARTICLE 9 GUARANTY

The Guarantor hereby agrees to provide the guaranty to secure the Trustee’s performance of his obligations hereunder. If the Trustee fails to perform any obligation hereunder and so causes any losses or damages to the Trustors, the Guarantor shall indemnify the Trustors against such losses and damages.

ARTICLE 10 REMUNERATION, EXPENSE AND APPOINTMENT OF NEW TRUSTEE

1. The Company and the Trustors hereby agree that, as remuneration to the Trustee for his custody of Corporate Stocks and performance of relevant obligations hereunder, the Company shall pay US$ 1 to the Trustee, which shall be paid from the Company Account.

2. The cost for establishment of the Company and all costs and expenses incurred from trust, transfer and charge of Corporate Stocks, maintenance of the Company, distribution of dividends and goods as well as all costs and expenses in connection with this Agreement or arising from performance of this Agreement shall be borne by the Company and the Guarantor respectively.

3. If the Trustee is unable to or improper to perform his obligations of custody of the Corporate Stocks hereunder due to any cause during the term of this Agreement, the Trustee and Trustors hereby agree that the Guarantor may appoint a new trustee to perform such obligations.

ARTICLE 11 GOVERNING LAW AND DISPUTE SETTLEMENT

This Agreement shall be governed by and construed in accordance with the applicable laws of the People’s Republic of China. Any dispute in connection with this Agreement or

5

arising from interpretation or performance of this Agreement shall be settled by both parties through friendly negotiations. If the dispute can not be settled through negotiations within 30 days upon occurrence, it shall be submitted to China International Economic and Trade Arbitration Commission South China Sub-commission and be arbitrated according to the valid and current arbitration rules upon the application.

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SIGNATURE PAGE

Master Topful Limited
Duly Authorized Representative (Signature):	Xiao Xianquan
	/s/ Xiao Xianquan
Trustee (Signature):	Xiao Xianquan
	/s/ Xiao Xianquan
Trustors: Refer to Attachment A for Signatures
Guarantor (Signature):	Xu Dong
	/s/ Xu Dong

7

Attachment A: Basic Information and Signature of Trustors

8

Termination Agreement

This Agreement is entered into on this day of 29 June 2007 by and among:

1. Master Topful Limited, a company incorporated under the laws of British Virgin Islands and having its registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay 1 Road Town, Tortola, British Virgin Islands (hereinafter referred to as the “Company”);

2. Mr. Xiao Xianquan, ID No.: 519004196611203917, residential address: No. 11, Unit 2, Building No.1, No.16 of Wangjiaba Street, Jinjiang District, Chengdu, the People’s Republic of China (hereinafter referred to as the “Trustee”);

3. Mr. Xu Dong, Passport No.: G0142308, residential address: No. 1001, Building A, Tian An Innovation Science & Technology Plaza, Shennan Road West, Futian District, Shenzhen, the People’s Republic of China (hereinafter referred to as the “Guarantor”);

4. Mr. Yang Zhiwei and other persons, the detailed information in relation to the name, ID No. and residential address of such persons shall refer to the attachment I to this agreement, all the aforesaid persons are hereinafter referred to as “Trustors”.

WHEREAS:

1. The Company, the Trustee, the Guarantor and the Trustors entered into a trust agreement in relation to the shareholding and other relevant arrangements (hereinafter referred to as the “Trust Agreement”) on October 26^th, 2006, and the Company, the Trustee and the Guarantor respectively issued to each of the Trustors a confirmation letter (hereinafter referred to as the “Confirmation Letter”). Based on the Trust Agreement and the Confirmation Letter, the Trustors will be entiled to subscribe the shares of the Company and will by this way be entitled to subscribe the shares of the Company and will by this way indirectly hold certain rights and interests in Noah Education Holdings Ltd. (hereinafter referred to as “NEHL”);

2. The parties hereto decide to terminate the aforesaid arrangements mentioned in above 1 and alternatively NEHL will directly grant options to purchase its shares to the Trustee and the Trustors, therefore, the parties hereto agree to execute necessary documents to terminate the Trust Agreement and Confirmation Letter.

NOW THEREFORE, in respect of the termination of the Trust Agreement and the Confirmation Letter, the parties hereto agree as follows:

1. The parties hereto agree and confirm that, the Trust Agreement and the Confirmation Letter shall be terminated upon the effective date of this termination agreement.

2. The execution, validity, performance and interpretation of this agreement shall be governed by the laws of the People’s Republic of China.

All disputes arising in connection with this agreement shall first be discussed by the parties hereto in the hopes of resolving such disputes in a friendly manner. If such efforts fail to bring a resolution within thirty (30) days upon the occurrence of such disputes, such disputes shall be finally settled by South China Sub-Commission of China

International Economic and Trade Arbitration Commission in accordance with its arbitration rules for the time being in force. The arbitration award shall be final and binding on the parties hereto.

3. This agreement shall come into force upon the date on which NEHL repurchase its shares held by the Company.

Master Topful Limited

Authorized Representative: /s/ Xiao Xianquan (signature)

Print Name: Xiao Xianquan

Trustee: /s/ Xiao Xianquan (signature)

Print Name: Xiao Xianquan

Trustors: signatures shall refer to the attachment I

Guarantor:	/s/ Xu Dong (signature)
Print Name:	Xu Dong

EX-10.2

Exhibit 10.2

NOAH EDUCATION HOLDINGS LTD.

2007 SHARE INCENTIVE PLAN

ARTICLE 1

PURPOSE

The purpose of this 2007 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of Noah Education Holdings Ltd., a company formed under the laws of the Cayman Islands (the “Company”) by linking the personal interests of the members of the Board, Employees, and Consultants to those of the Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1 “Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein.

2.2 “Award” means an Option, Restricted Share or Restricted Share Units award granted to a Participant pursuant to the Plan.

2.3 “Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award, including through electronic medium.

2.4 “Board” means the Board of Directors of the Company.

2.5 “Change in Control” means a change in ownership or control of the Company after the Registration Date effected through either of the following transactions:

(a) the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or

exchange offer made directly to the Company’s shareholders which a majority of the Incumbent Board (as defined below) who are not affiliates or associates of the offeror under Rule 12b-2 promulgated under the Exchange Act do not recommend such shareholders accept, or

(b) the individuals who, as of the Effective Date, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least fifty percent (50%) of the Board; provided that if the election, or nomination for election by the Company’s shareholders, of any new member of the Board is approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new member of the Board shall be considered as a member of the Incumbent Board.

2.6 “Code” means the Internal Revenue Code of 1986 of the United States, as amended.

2.7 “Committee” means the committee of the Board described in Article 9.

2.8 “Consultant” means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to a Service Recipient; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (c) the consultant or adviser is a natural person who has contracted directly with the Service Recipient to render such services.

2.9 “Corporate Transaction” means any of the following transactions, provided, however, that the Committee shall determine under (d) and (e) whether multiple transactions are related, and its determination shall be final, binding and conclusive:

(a) an amalgamation, arrangement or consolidation or scheme of arrangement in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated;

(b) the sale, transfer or other disposition of all or substantially all of the assets of the Company;

(c) the complete liquidation or dissolution of the Company;

(d) any reverse takeover or series of related transactions culminating in a reverse takeover (including, but not limited to, a tender offer followed by a reverse takeover) in which the Company is the surviving entity but (A) the Common Shares of the Company outstanding immediately prior to such takeover are converted or exchanged by virtue of the takeover into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such takeover or the initial transaction culminating in such takeover, but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction; or

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(e) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction.

2.10 “Disability” means that the Participant qualifies to receive long-term disability payments under the Service Recipient’s long-term disability insurance program, as it may be amended from time to time, to which the Participant provides services regardless of whether the Participant is covered by such policy. If the Service Recipient to which the Participant provides service does not have a long-term disability plan in place, “Disability” means that a Participant is unable to carry out the responsibilities and functions of the position held by the Participant by reason of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Participant will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Committee in its discretion.

2.11 “Effective Date” shall have the meaning set forth in Section 10.1.

2.12 “Employee” means any person, including an officer or member of the Board of the Company, any Parent or Subsidiary of the Company, who is in the employ of a Service Recipient, subject to the control and direction of the Service Recipient as to both the work to be performed and the manner and method of performance. The payment of a director’s fee by a Service Recipient shall not be sufficient to constitute “employment” by the Service Recipient.

2.13 “Exchange Act” means the Securities Exchange Act of 1934 of the United States, as amended.

2.14 “Fair Market Value” means, as of any date, the value of Shares determined as follows:

(a) If the Shares are listed on one or more established stock exchanges or national market systems, including without limitation, The New York Stock Exchange and The Nasdaq Global Market, its Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed (as determined by the Committee) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(b) If the Shares are regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the closing sales price for such shares as quoted on such system or by such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

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(c) In the absence of an established market for the Shares of the type described in (a) and (b), above, the Fair Market Value thereof shall be determined by the Committee in good faith and in its discretion by reference to (i) the placing price of the latest private placement of the Shares and the development of the Company’s business operations and the general economic and market conditions since such latest private placement, (ii) other third party transactions involving the Shares and the development of the Company’s business operation and the general economic and market conditions since such sale, (iii) an independent valuation of the Shares, or (iv) such other methodologies or information as the Committee determines to be indicative of Fair Market Value, relevant.

2.15 “Incentive Share Option” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

2.16 “Independent Director” means a member of the Board who is not an Employee of the Company.

2.17 “Non-Employee Director” means a member of the Board who qualifies as a “Non-Employee Director” as defined in Rule 16b-3(b)(3) under the Exchange Act, or any successor definition adopted by the Board.

2.18 “Non-Qualified Share Option” means an Option that is not intended to be an Incentive Share Option.

2.19 “Option” means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified number of Shares at a specified price during specified time periods. An Option may be either an Incentive Share Option or a Non-Qualified Share Option.

2.20 “Participant” means a person who, as a member of the Board, Consultant or Employee, has been granted an Award pursuant to the Plan.

2.21 “Parent” means a parent corporation under Section 424(e) of the Code.

2.22 “Plan” means this 2007 Share Incentive Award Plan, as it may be amended from time to time.

2.23 “Related Entity” means any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent or Subsidiary of the Company holds a substantial ownership interest, directly or indirectly but which is not a Subsidiary and which the Board designates as a Related Entity for purposes of the Plan.

2.24 “Restricted Share” means a Share awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture.

2.25 “Restricted Share Unit” means the right granted to a Participant pursuant to Article 6 to receive a Share at a future date.

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2.26 “Securities Act” means the Securities Act of 1933 of the United States, as amended.

2.27 “Service Recipient” means the Company, any Parent or Subsidiary of the Company and any Related Entity to which a Participant provides services as an Employee, Consultant or as a Director.

2.28 “Share” means Common Shares of the Company, and such other securities of the Company that may be substituted for Shares pursuant to Article 8.

2.29 “Subsidiary” means any corporation or other entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company.

2.30 “Trading Date” means the closing of the first sale to the general public of the Shares pursuant to a registration statement filed with and declared effective by the U.S. Securities and Exchange Commission under the Securities Act.

ARTICLE 3

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares.

(a) Subject to the provisions of Article 8 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Share Options) is 10% of the Shares outstanding as of the Effective Date.

(b) To the extent that an Award terminates, expires, or lapses for any reason, any Shares subject to the Award shall again be available for the grant of an Award pursuant to the Plan. To the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form or combination by the Company or any Parent or Subsidiary of the Company shall not be counted against Shares available for grant pursuant to the Plan. Shares delivered by the Participant or withheld by the Company upon the exercise of any Award under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). If any Restricted Shares are forfeited by the Participant or repurchased by the Company, such Shares may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Share Option to fail to qualify as an incentive share option under Section 422 of the Code.

3.2 Shares Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury Shares (subject to Applicable Laws) or Shares purchased on the open market. Additionally, in the discretion of the Committee, American Depository Shares in an amount equal to the number of Shares which otherwise would be distributed pursuant to an Award may be distributed in lieu of Shares in settlement of any

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Award. If the number of Shares represented by an American Depository Share is other than on a one-to-one basis, the limitations of Section 3.1 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares.

ARTICLE 4

ELIGIBILITY AND PARTICIPATION

4.1 Eligibility. Persons eligible to participate in this Plan include Employees, Consultants, and all members of the Board, as determined by the Committee.

4.2 Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from among all eligible individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be granted an Award pursuant to this Plan.

4.3 Jurisdictions. In order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides or is employed. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose; provided, however, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained in Section 3.1 of the Plan. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws.

ARTICLE 5

OPTIONS

5.1 General. The Committee is authorized to grant Options to Participants on the following terms and conditions:

(a) Exercise Price. The exercise price per Share subject to an Option shall be determined by the Committee and set forth in the Award Agreement which may be a fixed or variable price related to the Fair Market Value of the Shares; provided, however, that no Option may be granted to an individual subject to taxation in the United States at less than the Fair Market Value on the date of grant.

(b) Time and Conditions of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, including exercise prior to vesting; provided that the term of any Option granted under the Plan shall not exceed ten years, except as provided in Section 11.1. The Committee shall also determine any conditions, if any, that must be satisfied before all or part of an Option may be exercised.

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(c) Payment. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation (i) cash or check denominated in U.S. Dollars, (ii) to the extent permissible under the Applicable Laws, cash or check in Chinese Renminbi, (iii) cash or check denominated in any other local currency as approved by the Committee, (iv) Shares held for such period of time as may be required by the Committee in order to avoid adverse financial accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, (v) after the Trading Date the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company upon settlement of such sale, (vi) other property acceptable to the Committee with a Fair Market Value equal to the exercise price, or (vii) any combination of the foregoing. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a member of the Board or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an Option in any method which would violate Section 13(k) of the Exchange Act.

(d) Evidence of Grant. All Options shall be evidenced by an Award Agreement between the Company and the Participant. The Award Agreement shall include such additional provisions as may be specified by the Committee.

5.2 Incentive Share Options. Incentive Share Options may be granted to Employees of the Company, a Parent or Subsidiary of the Company. Incentive Share Options may not be granted to Employees of a Related Entity or to Independent Directors or Consultants. The terms of any Incentive Share Options granted pursuant to the Plan, in addition to the requirements of Section 5.1, must comply with the following additional provisions of this Section 5.2:

(a) Expiration of Option. An Incentive Share Option may not be exercised to any extent by anyone after the first to occur of the following events:

(i) Ten years from the date it is granted, unless an earlier time is set in the Award Agreement;

(ii) Three months after the Participant’s termination of employment as an Employee; and

(iii) One year after the date of the Participant’s termination of employment or service on account of Disability or death. Upon the Participant’s Disability or death, any Incentive Share Options exercisable at the Participant’s Disability or death may be exercised by the Participant’s legal representative or representatives, by the person or persons entitled to do so pursuant to the Participant’s last will and testament, or, if the Participant fails to make testamentary disposition of such Incentive Share Option or dies intestate, by the person or persons entitled to receive the Incentive Share Option pursuant to the applicable laws of descent and distribution.

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(b) Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to which Incentive Share Options are first exercisable by a Participant in any calendar year may not exceed $100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Share Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Share Options.

(c) Ten Percent Owners. An Incentive Share Option shall be granted to any individual who, at the date of grant, owns Shares possessing more than ten percent of the total combined voting power of all classes of shares of the Company only if such Option is granted at a price that is not less than 110% of Fair Market Value on the date of grant and the Option is exercisable for no more than five years from the date of grant.

(d) Transfer Restriction. The Participant shall give the Company prompt notice of any disposition of Shares acquired by exercise of an Incentive Share Option within (i) two years from the date of grant of such Incentive Share Option or (ii) one year after the transfer of such Shares to the Participant.

(e) Expiration of Incentive Share Options. No Award of an Incentive Share Option may be made pursuant to this Plan after the tenth anniversary of the Effective Date.

(f) Right to Exercise. During a Participant’s lifetime, an Incentive Share Option may be exercised only by the Participant.

ARTICLE 6

RESTRICTED SHARES AND RESTRICTED SHARE UNITS

6.1 Grant of Restricted Shares. The Committee is authorized to make Awards of Restricted Shares and/or Restricted Share Units to any Participant selected by the Committee in such amounts and subject to such terms and conditions as determined by the Committee. All Awards of Restricted Shares shall be evidenced by an Award Agreement.

6.2 Issuance and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Shares or the right to receive dividends on the Restricted Share). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter.

6.3 Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Shares that are at that time subject to restrictions shall be forfeited or repurchased in accordance with the Award Agreement; provided, however, that the Committee may (a) provide in any Restricted Share Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Shares will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Shares.

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6.4 Certificates for Restricted Shares. Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Shares are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions lapse.

6.5 Restricted Share Units. At the time of grant, the Committee shall specify the date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate. At the time of grant, the Committee shall specify the maturity date applicable to each grant of Restricted Share Units which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the grantee. On the maturity date, the Company shall, subject to Sections 7.4 and 7.5, transfer to the Participant one unrestricted, fully transferable Share for each Restricted Share Unit scheduled to be paid out on such date and not previously forfeited.

ARTICLE 7

PROVISIONS APPLICABLE TO AWARDS

7.1 Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.

7.2 Limits on Transfer. No right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee, no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by will or the laws of descent and distribution. The Committee by express provision in the Award or an amendment thereto may permit an Award (other than an Incentive Share Option) to be transferred to, exercised by and paid to certain persons or entities related to the Participant, including but not limited to members of the Participant’s family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the Participant’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee may establish. Any permitted transfer shall be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or to a “blind trust” in connection with the Participant’s termination of employment or service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the Company’s lawful issue of securities.

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7.3 Beneficiaries. Notwithstanding Section 7.2, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.

7.4 Share Certificates. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Share pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance with all Applicable Laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed or traded. All Share certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with all Applicable Laws, and the rules of any national securities exchange or automated quotation system on which the Shares are listed, quoted, or traded. The Committee may place legends on any Share certificate to reference restrictions applicable to the Share. In addition to the terms and conditions provided herein, the Board may require that a Participant make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.

7.5 Paperless Administration. Subject to Applicable Laws, the Committee may make Awards, provide applicable disclosure and procedures for exercise of Awards by an internet website or interactive voice response system for the paperless administration of Awards.

7.6 Foreign Currency. A Participant may be required to provide evidence that any currency used to pay the exercise price of any Award were acquired and taken out of the jurisdiction in which the Participant resides in accordance with Applicable Laws, including foreign exchange control laws and regulations. In the event the exercise price for an Award is paid in Chinese Renminbi or other foreign currency, as permitted by the Committee, the amount payable will be determined by conversion from U.S. dollars at the official rate promulgated by the People’s Bank of China for Chinese Renminbi, or for jurisdictions other than the People’s Republic of China, the exchange rate as selected by the Committee on the date of exercise.

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ARTICLE 8

CHANGES IN CAPITAL STRUCTURE

8.1 Adjustments. In the event of any dividend, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, reorganization of the Company, including the Company becoming a subsidiary in a transaction not involving a Corporate Transaction, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting the shares of Shares or the share price of a Share, the Committee shall make such proportionate and equitable adjustments, if any, to reflect such change with respect to (a) the aggregate number and type of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and substitutions of shares in a parent or surviving company); (b) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (c) the grant or exercise price per share for any outstanding Awards under the Plan. The form and manner of any such adjustments shall be determined by the Committee in its sole discretion.

8.2 Acceleration upon a Change of Control. Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between the Company and a Participant, if a Change of Control occurs and a Participant’s Awards are not converted, assumed, or replaced by a successor, such Awards shall become fully exercisable and all forfeiture restrictions on such Awards shall lapse. Upon, or in anticipation of, a Change of Control, the Committee may in its sole discretion provide for (i) any and all Awards outstanding hereunder to terminate at a specific time in the future and shall give each Participant the right to exercise such Awards during a period of time as the Committee shall determine, (ii) either the purchase of any Award for an amount of cash equal to the amount that could have been attained upon the exercise of such Award or realization of the Participant’s rights had such Award been currently exercisable or payable or fully vested (and, for the avoidance of doubt, if as of such date the Committee determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’ s rights, then such Award may be terminated by the Company without payment), (iii) the replacement of such Award with other rights or property selected by the Committee in its sole discretion or the assumption of or substitution of such Award by the successor or surviving corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of Shares and prices, or (iv) provide for payment of Awards in cash based on the value of Shares on the date of the Change of Control plus reasonable interest on the Award through the date such Award would otherwise be vested or have been paid in accordance with its original terms, if necessary to comply with Section 409A of the Code.

8.3 Outstanding Awards – Corporate Transactions. In the event of a Corporate Transaction, each Award will terminate upon the consummation of the Corporate Transaction, unless the Award is assumed by the successor entity or Parent thereof in connection with the Corporate Transaction. Except as provided otherwise in an individual Award Agreement, in the event of a Corporate Transaction and:

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(a) the Award either is (x) assumed by the successor entity or Parent thereof or replaced with a comparable Award (as determined by the Committee) with respect to shares of the capital stock of the successor entity or Parent thereof or (y) replaced with a cash incentive program of the successor entity which preserves the compensation element of such Award existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to such Award, then such Award (if assumed), the replacement Award (if replaced), or the cash incentive program automatically shall become fully vested, exercisable and payable and be released from any restrictions on transfer (other than transfer restrictions applicable to Options) and repurchase or forfeiture rights, immediately upon termination of the Participant’s employment or service with all Service Recipient within twelve (12) months of the Corporate Transaction without cause; and

(b) For each Award that is neither assumed nor replaced, such portion of the Award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares at the time represented by such portion of the Award, immediately prior to the specified effective date of such Corporate Transaction, provided that the Participant remains an Employee, Consultant or Director on the effective date of the Corporate Transaction.

8.4 Outstanding Awards – Other Changes. In the event of any other change in the capitalization of the Company or corporate change other than those specifically referred to in this Article 8, the Committee may, in its absolute discretion, make such adjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share grant or exercise price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of rights.

8.5 No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares subject to an Award or the grant or exercise price of any Award.

ARTICLE 9

ADMINISTRATION

9.1 Committee. The Plan shall be administered by the Compensation Committee of the Board; provided, however that the Compensation Committee may delegate to a committee of one or more members of the Board the authority to grant or amend Awards to Participants other than Independent Directors and executive officers of the Company. The Committee shall consist of at least two individuals, each of whom qualifies as a Non-Employee Director. Reference to the Committee shall refer to the Board if the Compensation Committee has not been established or ceases to exist and the Board does not appoint a successor Committee. Notwithstanding the foregoing, the full Board, acting by majority of its members in office shall conduct the general

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administration of the Plan if required by Applicable Law, and with respect to Awards granted to Independent Directors and for purposes of such Awards the term “Committee” as used in the Plan shall be deemed to refer to the Board.

9.2 Action by the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

9.3 Authority of Committee. Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretion to:

(a) Designate Participants to receive Awards;

(b) Determine the type or types of Awards to be granted to each Participant;

(c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate;

(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;

(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f) Prescribe the form of each Award Agreement, which need not be identical for each Participant;

(g) Decide all other matters that must be determined in connection with an Award;

(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and

(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan.

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9.4 Decisions Binding. The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.

ARTICLE 10

EFFECTIVE AND EXPIRATION DATE

10.1 Effective Date. The Plan is effective as of the date the Plan is approved by the Company’s shareholders (the “Effective Date”). The Plan will be deemed to be approved by the shareholders if it receives the affirmative vote of the holders of a majority of the share capital of the Company present or represented and entitled to vote at a meeting duly held in accordance with the applicable provisions of the Company’s Memorandum of Association and Articles of Association.

10.2 Expiration Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

ARTICLE 11

AMENDMENT, MODIFICATION, AND TERMINATION

11.1 Amendment, Modification, And Termination. With the approval of the Board, at any time and from time to time, the Committee may terminate, amend or modify the Plan; provided, however, that (a) to the extent necessary and desirable to comply with Applicable Laws, or stock exchange rules, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required, and (b) shareholder approval is required for any amendment to the Plan that (i) increases the number of Shares available under the Plan (other than any adjustment as provided by Article 8), (ii) permits the Committee to extend the term of the Plan or the exercise period for an Option beyond ten years from the date of grant, or (iii) results in a material increase in benefits or a change in eligibility requirements.

11.2 Awards Previously Granted. Except with respect to amendments made pursuant to Section 12.15, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant.

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ARTICLE 12

GENERAL PROVISIONS

12.1 No Rights to Awards. No Participant, employee, or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Participants, employees, and other persons uniformly.

12.2 No Shareholders Rights. No Award gives the Participant any of the rights of a Shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.

12.3 Taxes. No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committee for the satisfaction of any income and employment tax withholding obligations under Applicable Laws. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all applicable taxes (including the Participant’s payroll tax obligations) required or permitted by law to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award after such Shares were acquired by the Participant from the Company) in order to satisfy the Participant’s federal, state, local and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the Committee, be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.

12.4 No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Service Recipient to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in the employ or service of any Service Recipient.

12.5 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.

12.6 Indemnification. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or

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proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Memorandum of Association and Articles of Association, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

12.7 Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

12.8 Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

12.9 Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

12.10 Fractional Shares. No fractional shares of Share shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.

12.11 Government and Other Regulations. The obligation of the Company to make payment of awards in Share or otherwise shall be subject to all Applicable Laws and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the Shares paid pursuant to the Plan under the Securities Act or any other similar law in any applicable jurisdiction. If the Shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act or other Applicable Laws, the Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption.

12.12 Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the Cayman Islands.

12.13 Section 409A. To the extent that the Committee determines that any Award granted under the Plan is or may become subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and the Award Agreements shall be interpreted in accordance with Section 409A of the Code and the U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulation or other guidance that may be issued after the Effective Date.

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Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Committee determines that any Award may be subject to Section 409A of the Code and related U.S. Department of Treasury guidance (including such U.S. Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines is necessary or appropriate to (a) exempt the Award from Section 409A of the Code and /or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance.

12.14 Appendices. The Committee may approve such supplements, amendments or appendices to the Plan as it may consider necessary or appropriate for purposes of compliance with applicable laws or otherwise and such supplements, amendments or appendices shall be considered a part of the Plan; provided, however, that no such supplements shall increase the share limitations contained in Section 3.1 of the Plan.

12.15 Languages. The Plan is prepared and executed in the English and Chinese languages. In the event of any discrepancy between the two versions, the English language shall prevail.

* * * * *

I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Noah Education Holdings Ltd. on June 21, 2007.

* * * * *

I hereby certify that the foregoing Plan was ratified by the shareholders of Noah Education Holdings Ltd. on July 6, 2007 to be effective as of June 30, 2007.

Ruchun Zhang

Corporate Secretary

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EX-10.3

Exhibit 10.3

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is entered into as of                     , 2007 by and between Noah Education Holdings Ltd., a Cayman Islands company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”).

RECITALS

1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation.

2. The Board of Directors of the Company (the “Board”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation.

3. The Company is willing to indemnify Indemnitee to the fullest extent permitted by applicable law, and Indemnitee is willing to serve and continue to serve the Company on the condition that he be so indemnified.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A. DEFINITIONS

The following terms shall have the meanings defined below:

Expenses shall include damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and costs of attachment or similar bond, investigations, and any expenses paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.

Indemnifiable Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or an officer of the Company or any of its subsidiaries, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in any such capacity.

Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

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Proceeding means any threatened, pending, or completed action, suit or proceeding, or any inquiry, hearing or investigation, whether civil, criminal, administrative, investigative or other, in which Indemnitee may be or may have been involved as a party or otherwise by reason of an Indemnifiable Event, including, without limitation, any threatened, pending, or completed action, suit or proceeding by or in the right of the Company.

B. AGREEMENT TO INDEMNIFY

1. General Agreement. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs or becomes obligated to incur in connection with such Proceeding, to the fullest extent permitted by applicable law.

2. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding, Indemnitee shall be indemnified against all Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the case may be, offset by the amount of cash, if any, received by the Indemnitee resulting from his or her success therein.

3. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

4. Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(c) in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for gross negligence or misconduct in the performance of his or her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper;

(d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as hereinafter defined) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law;

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(e) for a disgorgement of profits made from the purchase and sale by the Indemnitee of securities pursuant to Section 16(b) of the Exchange Act or similar provisions of any applicable U.S. state statutory law or common law;

(f) brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as to any claims upon which suit may be brought against him or her by reason of any alleged dishonesty on his or her part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated;

(g) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(h) arising out of Indemnitee’s personal tax matter; or

(i) arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company or any of its subsidiaries.

5. No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.

6. Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to Indemnitee for any reason other than those set forth in Section 4, then the Company shall contribute to the amount of Expenses paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and by the Indemnitee on the other hand from the transaction from which such Proceeding arose, and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

C. INDEMNIFICATION PROCESS

1. Notice and Cooperation By Indemnitee. Indemnitee shall, as a condition precedent to his or her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be given in accordance with Section F.7 below. In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably request.

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2. Indemnification Payment.

(a) Advancement of Expenses. Indemnitee may submit a written request with reasonable particulars to the Company requesting that the Company advance to Indemnitee all Expenses that may be reasonably incurred by Indemnitee in connection with a Proceeding. The Company shall, within ten (10) business days of receiving such a written request by Indemnitee, advance all requested Expenses to Indemnitee. Any excess of the advanced Expenses over the actual Expenses will be repaid to the Company.

(b) Reimbursement of Expenses. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company, Indemnitee shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company as soon as practicable after Indemnitee makes a written request to the Company for reimbursement.

(c) Determination by the Reviewing Party. Notwithstanding anything foregoing to the contrary, in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce his or her indemnification right in accordance with Section C.3 below.

3. Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within 30 days after making a written demand in accordance with Section C.2 above, Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court of competent jurisdiction seeking a determination by the court or challenging any determination by the Reviewing Party or any breach in any aspect of this Agreement. Any determination by the Reviewing Party not challenged by Indemnitee and any judgment entered by the court shall be binding on the Company and Indemnitee.

4. Assumption of Defense. In the event the Company is obligated under this Agreement to advance or bear any Expenses for any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, upon delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, unless (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded, based on written advice of counsel, that there may be a conflict of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company ceases or terminates the employment of such counsel with respect to the defense of such Proceeding, in any of which events the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. At all times, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s expense.

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5. Defense to Indemnification, Burden of Proof and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement that it is not permissible under this Agreement or applicable law for the Company to indemnify the Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified under this Agreement, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company to have made a determination prior to the commencement of such action by Indemnitee that indemnification is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or the Company that Indemnitee had not met such applicable standard of conduct shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

6. No Settlement Without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any damage, loss, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

7. Company Participation. Subject to Section B.6, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

8. Reviewing Party.

(a) For purposes of this Agreement, the Reviewing Party with respect to each indemnification request of Indemnitee shall be (A) the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, said Disinterested Directors so direct, Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; and, if it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board of Directors shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee’s entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom to the extent as aforesaid. “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

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(b) If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section 8(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors shall select), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 8(d) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If the determination of entitlement to indemnification is to be made by Independent Counsel, but within 20 days after submission by Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected and not objected to, then the Board of Directors by a majority vote shall select the Independent Counsel. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting under this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(b), regardless of the manner in which such Independent Counsel was selected or appointed.

(c) In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement (with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company and any other corporation, partnership, joint venture or other entity of which Indemnitee is or was serving at the written request of the Company as a director, officer, employee, agent or fiduciary, including financial statements, or on information supplied to Indemnitee by the officers and directors of the Company or such other corporation, partnership, joint venture or other entity in the course of their duties, or on the advice of legal counsel for the Company or such other corporation, partnership, joint venture or other entity or on information or records given or reports made to the Company or such other corporation, partnership, joint venture or other entity by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or such other corporation, partnership, joint venture or other entity. In addition, the knowledge and/or actions, or failure to act, of any

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director, officer, agent or employee of the Company or such other corporation, partnership, joint venture or other entity shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. The provisions of this Section 8(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(d) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above.

D. DIRECTOR AND OFFICER LIABILITY INSURANCE

1. Good Faith Determination. The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.

2. Coverage of Indemnitee. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

3. No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and officer insurance policy if the Company determines in good faith that such insurance is not reasonably available in the case that (i) premium costs for such insurance are disproportionate to the amount of coverage provided, (ii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or (iii) Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

E. NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM

1. Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s Memorandum and Articles of Association, applicable law or any written agreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided under this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in any such capacity at the time of any Proceeding.

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2. Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission’s prohibition on indemnification for liabilities arising under certain U.S. federal securities laws. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

3. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer and/or a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding by reason of his or her former or current capacity at the Company or any other enterprise at the Company’s request, whether or not he is acting or serving in any such capacity at the time any Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer and/or a director of the Company or any other enterprise at the Company’s request.

F. MISCELLANEOUS

1. Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no failure to exercise or any delay in exercising any right or remedy shall constitute a waiver.

2. Subrogation. In the event of payment to Indemnitee by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to bring suit to enforce such rights.

3. Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party; except that the Company may, without such consent, assign all such rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and the Company’s successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, as well as Indemnitee’s spouses, heirs, and personal and legal representatives.

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4. Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective counsels review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity shall be construed in favor of or against either of the parties hereto.

5. Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.

6. Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, U.S.A., without giving effect to conflicts of law provisions thereof.

7. Notices. All notices, demands, and other communications required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

Noah Education Holdings Ltd.

10th Floor B Building

Futian Tian’an Hi-Tech Venture Park

Futian District, Shenzhen

Guangdong Province, PRC

(86755) 8343-2800

Attention: Dong Xu

and to Indemnitee at his or her address last known to the Company.

8. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

(Signature page follows)

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IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

COMPANY
Noah Education Holdings Ltd.
Name:	Dong Xu
Title:	Chief Executive Officer
INDEMNITEE
Name:

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EX-10.4

Exhibit 10.4

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of May 31, 2007 by and between Noah Education Holdings Ltd., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [Mr.][Ms.]                             , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

RECITALS

A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

1. POSITION

The Executive hereby accepts a position of                              (the “Employment”) of the Company.

2. TERM

Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be              years, commencing on                     , 200     (the “Effective Date”), until                     , 20    , unless terminated earlier pursuant to the terms of this Agreement. Upon expiration of the initial             -year term, the Employment shall be automatically extended for successive one-year terms unless either party gives the other party hereto a prior written notice to terminate the Employment prior to the expiration of such one-year term or unless terminated earlier pursuant to the terms of this Agreement.

3. DUTIES AND RESPONSIBILITIES

The Executive’s duties at the Company will include all jobs assigned by the Board of Directors of the Company (the “Board”) and the Company’s Chief Executive Officer and President. [The Executive hereby agrees and acknowledges that one of [his][her] initial responsibilities is to work with the Board, the Company’s management and other relevant personnel to prepare for the initial public offering of the Company’s securities on an internationally recognized reputable stock exchange.]

The Executive shall devote all of [his][her] working time, attention and skills to the performance of [his][her] duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement and the guidelines, policies and procedures of the Company approved from time to time by the Board.

The Executive shall use [his][her] best efforts to perform [his][her] duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee or consultant of any entity other than the Company and/or any member of the Group, and shall not carry on or be interested in the business or entity that competes with that carried on by the Group (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding any shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of [his][her] interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

4. NO BREACH OF CONTRACT

The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements that are required to be entered into by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is based, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out [his][her] duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.

5. LOCATION

The Executive will be based in [Shenzhen], China until both parties hereto agree to change otherwise.

6. COMPENSATION AND BENEFITS

(a) Cash Compensation. The Executive’s cash compensation shall be provided by the Company pursuant to Schedule A hereto, subject to annual review and adjustment by the Board.

(b) Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof as determined by the Company.

(c) [Housing Accommodation][Relocation]. The Company will arrange and pay for the Executive’s reasonable expenses of [housing accommodation in][relocation to] [Shenzhen], PRC.

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(d) Benefits. The Executive is eligible for participation in any standard employee benefit plan of the Company, including any health insurance plan and annual holiday plan.

7. TERMINATION OF THE AGREEMENT

(a) By the Company. The Company may terminate the Employment for cause, at any time, without advance notice or remuneration, if (1) the Executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement, (2) the Executive has been negligent or acted dishonestly to the detriment of the Company, (3) the Executive has engaged in actions amounting to misconduct or failed to perform [his][her] duties hereunder and such failure continues after the Executive is afforded a reasonable opportunity to cure such failure, (4) the Executive has died, or (5) the Executive has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of [his][her] employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 180 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period would apply. In addition, the Company may terminate the Employment without cause, at any time, upon one-month prior written notice to the Executive during the first year after the Effective Date, two-month prior written notice to the Executive during the second year after the Effective Date, or three-month prior written notice to the Executive during any period after the second anniversary of the Effective Date.

(b) By the Executive. If there is a material and substantial reduction in the Executive’s existing authority and responsibilities and such resignation is approved by the Board, the Executive may resign upon one-month prior written notice to the Company during the first year after the Effective Date, two-month prior written notice to the Company during the second year after the Effective Date, or three-month prior written notice to the Company during any period after the second anniversary of the Effective Date.

(c) Notice of Termination. Any termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.

(d) Remuneration upon Termination. Upon the Company’s termination of the Employment without cause pursuant to subsection (a) above or the Executive’s resignation upon the Board’s approval pursuant to subsection (b) above, the Company will provide remuneration to the Executive as follows: (1) if such termination or resignation becomes effective during the first year after the Effective Date, the Company will provide the Executive with a severance pay equal to one month base salary of the Executive; (2) if such termination or resignation becomes effective during the second year after the Effective Date, the Company will provide the Executive with a severance pay equal to two month base salary of the Executive; (3) if such termination or resignation becomes effective during any period after the second anniversary of the Effective Date, the Company will provide the Executive with a severance pay equal to three month base salary of the Executive; and (4) the Executive may exercise any vested option as of the date of termination pursuant to the applicable share incentive plan. Except for the foregoing, the Executive shall not be entitled to any severance payments or benefits upon the termination of the Employment for any reason.

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8. CONFIDENTIALITY AND NONDISCLOSURE

(a) Confidentiality and Non-disclosure. In the course of the Executive’s services, the Executive may have access to the Company and/or the Company’s client’s and/or prospective client’s trade secrets and confidential information, including but not limited to those embodied in memoranda, manuals, letters or other documents, computer disks, tapes or other information storage devices, hardware, or other media or vehicles, pertaining to the Company and/or the Company’s client’s and/or prospective client’s business. All such trade secrets and confidential information are considered confidential. All materials containing any such trade secret and confidential information are the property of the Company and/or the Company’s client and/or prospective client, and shall be returned to the Company and/or the Company’s client and/or prospective client upon expiration or earlier termination of this Agreement. The Executive shall not directly or indirectly disclose or use any such trade secret or confidential information, except as required in the performance of the Executive’s duties in connection with the Employment, or pursuant to applicable law.

(b) Trade Secrets. During and after the Employment, the Executive shall hold the Trade Secrets in strict confidence; the Executive shall not disclose these Trade Secrets to anyone except other employees of the Company who have a need to know the Trade Secrets in connection with the Company’s business. The Executive shall not use the Trade Secrets other than for the benefits of the Company.

“Trade Secrets” means information deemed confidential by the Company, treated by the Company or which the Executive know or ought reasonably to have known to be confidential, and trade secrets, including without limitation designs, processes, pricing policies, methods, inventions, conceptions, technology, technical data, financial information, corporate structure and know-how, relating to the business and affairs of the Company and its subsidiaries, affiliates and business associates, whether embodied in memoranda, manuals, letters or other documents, computer disks, tapes or other information storage devices, hardware, or other media or vehicles. Trade Secrets do not include information generally known or released to public domain through no fault of the Executive.

(c) Former Employer Information. The Executive agrees that [he][she] has not and will not, during the term of [his][her] employment improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has an agreement to keep in confidence information acquired by Executive, if any. The Executive will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.

(d) Third Party Information. The Executive recognizes that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Company and such third parties, during the Executive’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by, the Company’s agreement with such third party.

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This Section 8 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 8, the Company shall have right to seek any and all remedies at law or in equity.

9. INVENTIONS

(a) Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby acknowledges that, if in the course of [his][her] service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which [he][she] has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

(b) Disclosure and Assignment of Inventions. The Executive understands that the Company engages in research and development and other activities in connection with its business [and that, as an essential part of the Employment, the Executive is expected to make new contributions to and create inventions of value for the Company].

From and after the Effective Date, the Executive shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Executive’s Employment at the Company. The Executive acknowledges that copyrightable works prepared by the Executive within the scope of and during the period of the Executive’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Executive agrees that all the Inventions shall be the sole and exclusive property of the Company and the Executive hereby assign all [his][her] right, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration.

(c) Patent and Copyright Registration. The Executive agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, trade secret rights, and other legal protection for the Inventions. The Executive will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Executive’s obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that the Company will reasonably compensate the Executive after such termination for time or expenses actually

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spent by the Executive at the Company’s request on such assistance. The Executive appoints the person designated by the Company as the Executive’s attorney-in-fact to execute documents on the Executive’s behalf for this purpose.

(d) Return of Confidential Materials. In the event of the Executive’s termination of employment with the Company for any reason whatsoever, Executive agrees promptly to surrender and deliver to the Company all records, materials, equipment, drawings, documents and data of any nature pertaining to any confidential information or to [his][her] employment, and Executive will not retain or take with [him][her] any tangible materials or electronically stored data, containing or pertaining to any confidential information that Executive may produce, acquire or obtain access to during the course of [his][her] employment.

This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Company shall have right to seek any and all remedies at law or in equity.

10. NON-COMPETITION AND NON-SOLICITATION

In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that during the term of the Employment and for a period of one year following the termination of the Employment for whatever reason:

(a) The Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities;

(b) unless expressly consented to by the Company, the Executive will not assume employment with or provide services for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and

(c) unless expressly consented to by the Company, the Executive will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination.

The provisions contained in this Section 10 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.

This Section 10 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek any and all remedies permissible at law or in equity.

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11. ASSIGNMENT

This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a change-of-control transaction of the Company, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.

12. SEVERABILITY

If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The Executive acknowledges that [he][she] has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the law of the State of New York, U.S.A.

15. AMENDMENT

This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

16. WAIVER

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

17. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.

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18. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

19. NO INTERPRETATION AGAINST DRAFTER

Each party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms.

20. LANGUAGE

This Agreement is prepared and executed in the English.

[Remainder of this page has been intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

NOAH EDUCATION HOLDINGS LTD.

By:

Name:

Title:

EXECUTIVE

By:

Name:

Schedule A

Cash Compensation

	Amount	Pay Period
Base Salary	RMB [•] annually (including all statutory welfare reserves that the Company is required to set aside for the Executive under applicable law and all consideration for the Executive’s obligations under Section 10: “Non-Competition and Non-Solicitation” of the Executive Employment Agreement)	Payable in 12 equal monthly installments for each calendar year
[Cash Bonus]	[                    ].	Subject to the approval of the Board.

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Schedule B

List of Prior Inventions

Title	Date	Identifying Number or Brief Description
No inventions or improvements
Additional Sheets Attached
Signature of Executive:
Print Name of Executive:
Date:

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Schedule

No.	Senior Executive Officer	Term	Position
1	Dong Xu	May 31, 2007 to May 30, 2010	Chief Executive Officer
2	Choi Kwok Fung, Trevor	May 31, 2007 to May 30, 2010	Chief Financial Officer
3	Benguo Tang	May 31, 2007 to May 30, 2010	Chief Operating Officer
4	Xiaotong Wang	May 31, 2007 to May 30, 2010	Chief Technology Officer
5	Xianquan Xiao	May 31, 2007 to May 30, 2010	Vice President - Sales
6	Wei Zheng	May 31, 2007 to May 30, 2010	Vice President- Research and Development
7	Dingjian Liu	May 31, 2007 to May 30, 2010	Vice President-Marketing
8	Ruchun Zhang	May 31, 2007 to May 30, 2010	Board Secretary
9	Rick Chen	June 8, 2007 to June 7, 2010	Vice President
10	Ming Ouyang	May 31, 2007 to May 30, 2010	Vice President-Content Development

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EX-10.5

Exhibit 10.5

ENGLISH TRANSLATION

Software Development and Maintenance Agreement

THIS SOFTWARE DEVELOPMENT AND MAINTENANCE AGREEMENT (“this Agreement”) is entered into by the two parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:

Party A: Noah Education Technology (Shenzhen) Co., Ltd.

Address: B1002 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

Party B: Shenzhen Zhiyuan Noah Internet Technology Co., Ltd.

Address: B1003 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

WHEREAS:

1) Party A is a wholly foreign-owned enterprise incorporated in Shenzhen, the People’s Republic of China (“China”) and validly existing under Chinese laws, which is mainly specialized in the development of the electronic education and learning software products in various formats that can be downloaded for playing and other businesses and has rich experience and resources in respect of the technical support and management relating to the said businesses;

2) Party B is a limited liability company incorporated in Shenzhen, China and validly existing under Chinese laws, which is mainly engaged in (Internet information service, user service and website making) with the approval of relevant Chinese government department;

3) Party B is desirous of entrusting Party A to develop the relevant software required for Noah education website (“Noah Website”, domain name: www.noahedu.com) it owns and operates and providing subsequent software maintenance management services on and subject to the terms and conditions as set forth below.

NOW, THEREFORE, through negotiations, both parties hereby agree as follows:

1. Software Development Service and Maintenance Management

1.1 Subject to the terms and conditions of this Agreement, Party B hereby agrees to appoint Party A as its exclusive software development and maintenance management service provider to furnish to Party B the development service and maintenance management service regarding all computer software relating to its operation of the Noah Website (“Software”), including, but not limited to:

1.1.1 Develop a dedicated network management platform;

1.1.2 Develop enterprise management systems;

1.1.3 Offer software solutions based on the requirements raised by Party B regularly;

1.1.4 Install and maintain the systems used by Party B;

1.1.5 Regularly upgrade the systems used by Party B;

1.1.6 Provide the daily management and maintenance of the Noah Website;

1.1.7 At Party B’s request, provide regular technical training for Party B’s technicians;

1.1.8 According to the provisions of this Agreement, authorize the relevant software over which it has ownership and intellectual property rights to Party B for exclusive use.

1.2 Under this Agreement, Party B’s appointment and authorization to Party A shall be sole, exclusive and irrevocable. Without Party A’s prior written consent, Party B shall not accept the software development and maintenance management services provided by any third party (including its shareholder).

1.3 Party A shall perform the design and development of the Software according to Party B’s requirements and after initial completion, inform Party B so that Party B begins trial operation. Prior to trial operation, Party B shall complete the arrangements for the operating environment of the Software, including computer, operating system, network hardware equipment, etc. During trial operation, Party A shall provide relevant guidance and training at Party B’s request and assist Party B in formal operation after completion of trial operation.

1.4 Both parties agree that after Party A completes Software development according to the provisions of this Agreement, it shall have all the ownership and intellectual property rights of such Software, but shall grant to Party B an exclusive license to use such Software within the term of this Agreement.

1.5 Party A shall have al the ownership and intellectual property rights of the improvements made by it to the Software within the term of this Agreement, but Party A agrees to grant to Party B an exclusive license to use such improvements. The forms of calculation and payment of the royalties of such improvements are to be agreed upon by both parties.

2. Service Fee and Terms of Payment

2.1 Considering that the software development and maintenance management provided by Party A are directly related to all respects of the operation of the Noah Website by Party B, Party B agrees to pay the service fee to Party A annually, at a rate of 40% of all Party B’s annual operating revenue during the term of this Agreement. Upon expiry of this Agreement, if both parties agree to continue cooperation, the calculation and form of payment of service fee are to be agreed upon by both parties.

2.2 Within the term of this Agreement, Party B shall provide relevant financial data or statements to Party A within 30 days after each fiscal year finishes. Upon confirmation, Party A shall timely invoice Party B. Within 30 days after receiving the said invoice, Party B shall pay annual service fee to the bank account designated by Party A.

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Name of account opening bank designated by Party A: Chegongmiao Branch,

China Merchants Bank

Account name: Noah Education Technology (Shenzhen) Co., Ltd.

Account No.: 3885369310001

3. Representations and Warranties

3.1 Party A hereby makes the following representations and warranties:

3.1.1 Party A is a wholly foreign-owned enterprise incorporated and validly existing under Chinese laws.

3.1.2 The execution and performance of this Agreement by Party A have been duly authorized by all necessary corporate actions on the part of Party A and obtained the consents and approvals from third parties or governments. Nothing contained herein violates the laws or internal regulations binding upon or influencing it.

3.1.3 All the facts disclosed by Party A to Party B and relevant Chinese supervisory department regarding the execution and performance of this Agreement are free of false information or any significant issue that needs to be disclosed, but is not disclosed.

3.1.4 Once this Agreement becomes effective, it constitutes a legal, valid and binding obligation enforceable against Party A in accordance with its provisions.

3.2 Party B hereby makes the following representations and warranties:

3.2.1 Party B is a limited liability company incorporated and validly existing under Chinese laws

3.2.2 The execution and performance of this Agreement by Party B have been duly authorized by all necessary corporate actions on the part of Party B and obtained the consents and approvals from third parties or governments. Nothing contained herein violates the laws or internal regulations binding upon or influencing it.

3.2.3 All the facts disclosed by Party B to Party A and relevant Chinese supervisory department regarding the execution and performance of this Agreement are free of false information or any significant issue that needs to be disclosed, but is not disclosed.

3.2.4 Once this Agreement becomes effective, it constitutes a legal, valid and binding obligation enforceable against Party B in accordance with its provisions.

4. Confidentiality

4.1 Party B shall keep in confidence any and all Party A’s technical data and information accessible or made available to it owing to the software services under this Agreement (“Confidential Information”), regardless of whether Party A has

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taken confidentiality actions or not. Without the prior written consent of Party A, Party B shall not disclose, divulge or transfer the Confidential Information to any third party or use it for the benefit of any third party.

4.2 Party B guarantees that it will make the Confidential Information accessible to its employees, consultants and agents on a need to know basis only for the purpose of performing this Agreement and further guarantees that such employees, consultants and agents will undertake the same confidentiality obligations as those as specified herein. Any breach of confidentiality obligations by any of such personnel shall be deemed as a breach hereof by Party B. In this case, Party B shall undertake the defaulting liabilities under this Agreement to Party A.

4.3 Upon termination of this Agreement, Party B shall return to Party A or destroy all documents and other carriers incorporating Confidential Information at Discloser’s option. Any memory device of Party B shall not retain or use such Confidential Information.

4.4 Both parties agree that this Article will survive the change, termination or expiry of this Agreement.

5. Infringement

5.1 Should any of the following situations be known to Party B, it shall timely provide details and necessary information to Party A and take further actions according to Party A’s instructions:

5.1.1 A third party questions or makes a claim for the ownership or intellectual property rights of the Software; or

5.1.2 A third party applies for the registration of or uses copied or imitated Software in China or other country or region.

5.2 Should any of the situations as set forth in Article 5.1 hereof occur, Party A shall be entitled to take or entrust Party B to take relevant legal actions (including, but not limited to, relevant administrative proceedings and/or judicial proceedings). The assumption of relevant expenses arising when Party A takes relevant legal actions according to Party A’s instructions is to be agreed upon by Party A and Party B.

6. Effectiveness and Term

6.1 This Agreement shall be signed and go into effect as of the date first above written. This Agreement shall be valid for ten (10) years, unless terminated prematurely according to Article 7 below.

6.2 This Agreement may be automatically extended for another year if neither party makes a written objection prior to the expiry of this Agreement.

6.3 Upon expiry of the term of this Agreement or if this Agreement is prematurely terminated prematurely according to Article 7 below, articles 3.2, 4, 5, 8 and 10 shall remain in full force and effect.

7. Premature Termination

7.1 Should any of the following cases occur with Party B, Party A shall be entitled to terminate this Agreement with immediate effect upon giving a written notice to Party B:

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7.1.1 Party B transfers, sublicenses, leases, donates, pledges, puts under the custody of, uses as a contribution in kind or otherwise disposes of any of its rights and/or obligations under this Agreement to any third party;

7.1.2 Party B applies for the registration of copied or imitated software in China or any other country or assists any third party in doing so;

7.1.3 Party B questions, denies or institutes administrative or judicial proceedings about the ownership or other intellectual property rights of software in China or any other country or region, or assists any third party in doing so;

7.1.4 Party B is wound up, dissolved or involved in liquidation proceedings or files an application for bankruptcy or an application for bankruptcy is filed against it, its business license is canceled or otherwise.

7.2 Notwithstanding the foregoing, in the event that Party B breaches any of its other obligations or its representations and warranties under this Agreement, or its representations and warranties are inconsistent with the actual situation, and Party B fails to cure such breach within 30 days after receiving Party A’s written notice, Party A may terminate this Agreement with immediate effect upon giving a written notice to Party B.

7.3 Within the term of this Agreement, Party A may terminate this Agreement at any time upon 30 days prior written notice to Party B.

7.4 In case this Agreement is prematurely terminated, Party B shall immediately cease using the Software and return the Confidential Information according to Article 4.3 hereof.

8. Defaulting Liabilities

Where either party (“Breaching Party”) breaches any of its representations, warranties, rights or obligations under this Agreement, thus causing economic losses to the other party, the other party (“Non-breaching Party”) shall be entitled to request it to cure its breach and compensate the direct economic losses thus incurred to the Non-breaching Party.

9. Force Majeure

9.1 An Event of Force Majeure means any event that is unforeseeable to or that is foreseeable but whose happening and consequences are unavoidable and insurmountable to either party, including, but not limited to, war or natural disaster, but insufficiency of credit standing, funds or financing shall not be regarded as an Event of Force Majeure. Depending on the special nature of computer network, Events of Force Majeure shall include any of the following events affecting the normal operation of the computer network of either party:

9.1.1 Hacker attack or computer virus invasion;

9.1.2 Serious interruption caused by the technical adjustment of telecommunications department; or

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9.1.3 Interim interruption caused by government control.

9.2 Should the performance of this Agreement be delayed or hindered due to any Event of Force Majeure as defined above, the prevented party shall be exempt from any liability under this Agreement to the extent of the portion being delayed or hindered, provided, however, that the prevented party makes all reasonable efforts to perform this Agreement or reduce the impact of such Event of Force Majeure. Once the cause for such exemption is corrected and remedied, both parties agree to do their best to resume the performance of this Agreement.

10. Settlement of Disputes

Any dispute arising in connection with the interpretation and performance of the provisions of this Agreement shall be settled by both parties in good faith and through amicable negotiations. In case no settlement can be reached by both parties within thirty (30) days after either party makes a request for dispute resolution through negotiations, either party may submit such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with CIETAC’s arbitration rules then in effect. The seat of arbitration shall be Shenzhen and language of proceedings shall be Chinese. The arbitral award shall be final and binding upon both parties.

11. Notices

Any notice or other communications required to be made under or pursuant to this Agreement shall be written in Chinese and deemed to be received when delivered to the following addressees by hand delivery, registered or certified mail (postage prepaid), recognized courier service or fax:

If to Party A: Noah Education Technology (Shenzhen) Co., Ltd.

Address: B1002 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

If to Party B: Shenzhen Zhiyuan Noah Internet Technology Co., Ltd.

Address: B1003 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

12. Applicable Law

The validity, performance and interpretation of this Agreement shall be governed by Chinese laws.

13. Amendment and Supplement

This Agreement may be amended or supplemented, from time to time, by both parties by a written instrument. All amendments and supplements to this Agreement duly signed by both parties shall form an integral part of this Agreement and have the same legal effect as this Agreement.

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14. Severability

Should any provision of this Agreement be held to be invalid or unenforceable under applicable law, such provision shall be invalid or unenforceable only to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remainder of this Agreement.

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(No text in this page)

IN WITNESS WHEREOF, both parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

Party A: Noah Education Technology (Shenzhen) Co., Ltd. (Seal)

Authorized representative: /s/ XIAO Xianquan

Party B: Shenzhen Zhiyuan Noah Internet Technology Co., Ltd. (Seal)

Authorized representative: /s/ XU Dong

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EX-10.6

Exhibit 10.6

ENGLISH TRANSLATION

Exclusive Technical Support and Consulting Services Agreement

THIS EXCLUSIVE TECHNICAL SUPPORT AND CONSULTING SERVICES AGREEMENT (“this Agreement”) is entered into by the two parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:

Party A: Noah Education Technology (Shenzhen) Co., Ltd.

Domicile: B1002 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

Party B: Shenzhen Zhiyuan Noah Internet Technology Co., Ltd.

Domicile: B1003 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

WHEREAS:

1. Party A is a wholly foreign-owned enterprise incorporated in Shenzhen, the People’s Republic of China (“China”) and validly existing under Chinese laws, which is mainly specialized in the development of the electronic education and learning software products in various formats that can be downloaded for playing and other businesses and has rich experience and resources in respect of the technical support and management relating to the said businesses;

2. Party B is a limited liability company incorporated in Shenzhen, China and validly existing under Chinese laws, which is mainly engaged in (Internet information service, user service, website making), etc.

NOW, THEREFORE, through negotiations, both parties hereby agree as follows:

1. Technical Support and Consulting Services

1.1 Subject to the terms and conditions of this Agreement, Party B hereby agrees to appoint Party A as its exclusive technical support and consulting service provider to provide the technical services and consulting services relating to Party B’s operating activities (“Technical Support and Consulting Services”), including, but not limited to:

1.1.1 Provide the application software technology for website services;

1.1.2 Design system solutions;

1.1.3 Provide the professional consultancy relating to Party B’s businesses;

1.1.4 Provide the technical development and support services in connection with Internet information service business, value-added telecommunications service, etc;

1.1.5 Provide training for Party B’s personnel;

1.1.6 Provide market research, plan and development (consulting proposal);

1.1.7 Provide business plan and business strategy (consulting proposal);

1.1.8 Entrusted by Party B, be responsible for the planning, management and market development of Party B’s products and services;

1.1.9 Assist Party B in its promotion and PR (public relationship) activities;

1.1.10 Assist Party B in seeking and developing cooperation;

1.1.11 Provide customer management and development (consulting proposal);

1.1.12 Entrusted by Party B, be responsible for Party B’s accounting and financial management;

1.1.13 Provide wireless portal technology;

1.1.14 Provide HR and labor relation management (consulting proposal); and

1.1.15 Entrusted by Party B, be responsible for the planning, development, implementation and management of Party B’s corporate management systems.

1.2 Under this Agreement, Party B’s appointment and authorization to Party A shall be sole, exclusive and irrevocable. Without Party A’s prior written consent, Party B shall not accept the Technical Support and Consulting Services provided by any third party (including its shareholder).

2. Service Fee and Terms of Payment

2.1 With regard to the Technical Support and Consulting Services provided by Party A, Party B shall pay to Party A the service fee (“Service Fee”), which shall be determined by taking into account Party B’s earnings obtained from such services; considering that the Technical Support and Consulting Services provided by Party A to Party B are comprehensive, exclusive and covers all respects of Party B’s operations, Party B agrees to pay the Service Fee to Party A annually, at a rate of 40% of all Party B’s annual operating revenue during the term of this Agreement. Upon expiry of this Agreement, if both parties agree to continue cooperation, the calculation and form of payment of Service Fee are to be agreed upon by both parties.

2.2 Within the term of this Agreement, Party B shall provide relevant financial data or statements to Party A within 30 days after each fiscal year finishes. Upon confirmation, Party A shall timely invoice Party B. Within 30 days after receiving the said invoice, Party B shall pay annual service fee to the bank account designated by Party A.

Name of account opening bank designated by Party A: Chegongmiao Branch, China Merchants Bank

Account name: Noah Education Technology (Shenzhen) Co., Ltd.

Account No.: 3885369310001

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2.3 Party A and Party B hereby acknowledge that the Service Fee hereof is only the remunerations payable to Party A when Party A provides the Technical Support and Consulting Services. Any and all traveling expenses, traffic expenses, postages and other expenses and costs arising from the provisioning of such services by Party A (“Other Expenses”) shall be borne by Party B.

2.4 Before the 10^th day of each month, Party B shall remit the Other Expenses of Party A for last month to the bank account designated by Party A. Should Party B fail to pay the Service Fee and the Other Expenses on time and in full according to the provisions of this Agreement, Party B shall pay to Party A a penalty interest at an annual interest rate of 10% of overdue amount.

2.5 Party A shall be entitled to assign its employee or external accountant (“Party A’s Representative”) to examine Party B’s financial affairs at any time so as to verify the amount of the Service Fee. In this case, Party B shall provide Party A’s Representative with the documents, account books, vouchers, financial records and other data required for his/her examination. In case of any difference between the Service Fee amounts calculated by Party A and Party B, the amount determined by Party A’s Representative shall prevail.

2.6 The Service Fee to be paid by Party B to Party A under this Agreement shall be free and clear of any deduction (e.g. bank handling charge, etc). All such deductions shall be borne by Party B.

2.7 Within 30 days after each quarter, Party A shall provide a summary report on the Technical Support and Consulting Services supplied by it to Party B so that Party B performs evaluation, and Party A shall timely make amendments according to Party B’s requirements; within 30 days after each year, Party A shall provide an annual service report to Party B.

3. Intellectual Property Rights

Any right arising from the performance of this Agreement, including, but not limited to, copyright, patent right, know-how, trade secrets and other intellectual property rights, shall belong to Party A. The licensing of such rights are to be agreed upon by both parties.

4. Confidentiality

4.1 Either party (“Recipient”) shall keep in confidence any and all technical data and information of the other party (“Discloser”) accessible or made available to it in the course of the execution and performance of this Agreement (“Confidential Information”), regardless of whether the Discloser has taken confidentiality actions or not. Without the prior written consent of the Discloser, the Recipient shall not disclose, divulge or transfer the Confidential Information to any third party or use it for the benefit of any third party.

4.2 The Recipient guarantees that it will make the Confidential Information accessible to its employees, consultants and agents on a need to know basis only for the purpose of performing this Agreement and further guarantees that such employees,

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consultants and agents will undertake the same confidentiality obligations as those as specified herein. Any breach of confidentiality obligations by any of such personnel shall be deemed as a breach hereof by the Recipient. In this case, the Recipient shall undertake the defaulting liabilities under this Agreement to the Discloser.

4.3 Upon termination of this Agreement, the Recipient shall return to the Discloser or destroy all documents and other carriers incorporating Confidential Information at Discloser’s option. Any memory device of the Recipient shall not retain or use such Confidential Information.

4.4 Both parties agree that this Article will survive the change, termination or expiry of this Agreement.

5. Representations and Warranties

5.1 Party A hereby makes the following representations and warranties:

5.1.1 Party A is a wholly foreign-owned enterprise incorporated in Shenzhen and validly existing under the laws of the People’s Republic of China.

5.1.2 The execution and performance of this Agreement by Party A have been duly authorized by all necessary corporate actions on the part of Party A and obtained the consents and approvals from third parties or governments. Nothing contained herein violates the laws or internal regulations binding upon or influencing it.

5.1.3 All the facts disclosed by Party A to Party B and relevant Chinese supervisory department regarding the execution and performance of this Agreement are free of false information or any significant issue that needs to be disclosed, but is not disclosed.

5.1.4 Once this Agreement becomes effective, it constitutes a legal, valid and binding obligation enforceable against Party A in accordance with its provisions.

5.2 Party B hereby makes the following representations and warranties:

5.2.1 Party B is a limited liability company incorporated in Shenzhen and validly existing under the laws of the People’s Republic of China.

5.2.2 The execution and performance of this Agreement by Party B have been duly authorized by all necessary corporate actions on the part of Party B and obtained the consents and approvals from third parties or governments. Nothing contained herein violates the laws or internal regulations binding upon or influencing it.

5.2.3 All the facts disclosed by Party B to Party A and relevant Chinese supervisory department regarding the execution and performance of this Agreement are free of false information or any significant issue that needs to be disclosed, but is not disclosed.

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5.2.4 Once this Agreement becomes effective, it constitutes a legal, valid and binding obligation enforceable against Party B in accordance with its provisions.

6. Effectiveness and Term

6.1 This Agreement shall be signed and go into effect as of the date first above written.

6.2 This Agreement shall be valid for ten (10) years, unless terminated prematurely in accordance with its provisions.

6.3 This Agreement may be automatically extended for another year if neither party makes a written objection prior to the expiry of this Agreement.

7. Termination

7.1 This Agreement shall be terminated upon its expiry, unless renewed in accordance with its provisions.

7.2 Without prejudice to the rights or remedies Party A may have (whether at law or otherwise), Party A may give a written notice to Party B to terminate this Agreement with immediate effect if: (1) Party B breaches this Agreement and fails to cure such breach within thirty (30) workdays after receiving Party A’s written notice; or (2) Party B is wound up, dissolved or involved in liquidation proceedings or files an application for bankruptcy or an application for bankruptcy is filed against it, its business license is canceled or otherwise.

7.3 Within the term of this Agreement, Party A may terminate this Agreement at any time upon 30 days prior written notice to Party B.

7.4 Within the term of this Agreement, Party B shall not terminate this Agreement prematurely for whatever reason. In the event that Party B prematurely terminates this Agreement, it shall pay to Party A the liquidated damages of at least RMB 10,000 at one time.

7.5 The rights and obligations of both parties under Articles 4 and 8 shall survive the termination of this Agreement.

8. Settlement of Disputes

Any dispute arising in connection with the interpretation and performance of the provisions of this Agreement shall be settled by both parties in good faith and through amicable negotiations. In case no settlement can be reached by both parties within thirty (30) days after either party makes a request for dispute resolution through negotiations, either party may submit such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with CIETAC’s arbitration rules then in effect. The seat of arbitration shall be Shenzhen and language of proceedings shall be Chinese. The arbitral award shall be final and binding upon both parties.

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9. Force Majeure

9.1 An Event of Force Majeure means any event that is unforeseeable to or that is foreseeable but whose happening and consequences are unavoidable and insurmountable to either party, including, but not limited to, war or natural disaster, but insufficiency of credit standing, funds or financing shall not be regarded as an Event of Force Majeure. Depending on the special nature of computer network, Events of Force Majeure shall include any of the following events affecting the normal operation of the computer network of either party:

9.1.1 Hacker attack or computer virus invasion;

9.1.2 Serious interruption caused by the technical adjustment of telecommunications department; or

9.1.3 Interim interruption caused by government control.

9.2 Should the performance of this Agreement be delayed or hindered due to any Event of Force Majeure as defined above, the prevented party shall be exempt from any liability under this Agreement to the extent of the portion being delayed or hindered, provided, however, that the prevented party makes all reasonable efforts to perform this Agreement or reduce the impact of such Event of Force Majeure. Once the cause for such exemption is corrected and remedied, both parties agree to do their best to resume the performance of this Agreement.

10. Applicable Law

The performance, interpretation and enforcement of this Agreement shall be governed by applicable Chinese laws.

11. Notices

Any notice or other communications required to be made under or pursuant to this Agreement shall be written in Chinese and deemed to be received when delivered to the following addressees by hand delivery, registered or certified mail (postage prepaid), recognized courier service or fax:

If to Party A: Noah Education Technology (Shenzhen) Co., Ltd.

Address: B1002 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

If to Party B: Shenzhen Zhiyuan Noah Internet Technology Co., Ltd.

Address: B1003 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

12. Transfer

12.1 Without Party A’s prior written consent, Party B shall not, directly or indirectly, transfer, sublicense, lease, donate, pledge, put under the custody of, use as a contribution in kind or otherwise dispose of any of its rights and/or obligations under this Agreement to any third party.

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12.2 Party B hereby agrees that Party A may transfer all or part of its rights and/or obligations under this Agreement, as the case may be, upon giving a prior notice about such transfer to Party B and without requiring Party B’s prior written or oral approval.

13. Severability

Should any provision of this Agreement be held to be invalid or unenforceable under applicable law, such provision shall be invalid or unenforceable only to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remainder of this Agreement.

14. Amendment and Supplement

This Agreement may be amended or supplemented, from time to time, by both parties by a written instrument. All amendments and supplements to this Agreement duly signed by both parties shall form an integral part of this Agreement and have the same legal effect as this Agreement.

IN WITNESS WHEREOF, both parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

Party A: Noah Education Technology (Shenzhen) Co., Ltd. (Seal)

Authorized representative: /s/ XIAO Xianquan

Party B: Shenzhen Zhiyuan Noah Internet Technology Co., Ltd. (Seal)

Authorized representative: /s/ XU Dong

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EX-10.7

Exhibit 10.7

ENGLISH TRANSLATION

Content Services Agreement

THIS CONTENT SERVICES AGREEMENT (“this Agreement”) is entered into by the two parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:

Party A: Noah Education Technology (Shenzhen) Co., Ltd.

Domicile: B1002 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

Party B: Shenzhen Zhiyuan Noah Internet Technology Co., Ltd.

Domicile: B1003 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

WHEREAS:

1. Party A is a wholly foreign-owned enterprise incorporated in Shenzhen, the People’s Republic of China (“China”) and validly existing under Chinese laws, which is mainly specialized in the development of the electronic education and learning software products in various formats that can be downloaded for playing and other businesses and has rich experience and resources in respect of the technical support and management relating to the said businesses;

2. Party B is a limited liability company incorporated in Shenzhen, China and validly existing under Chinese laws, which is mainly engaged in Internet information service, user service, website making, etc;

3. Party B is the owner and operator of Noah education website (“Noah Website”, domain name: www.noahedu.com) and hopes that Party A provides content services for this website.

NOW, THEREFORE, through negotiations, both parties hereby agree as follows:

1. Content Services

1.1 Subject to the terms and conditions of this Agreement, Party B hereby agrees to appoint Party A as the content service provider of the Noah Website it owns and operates to provide the following contents (“Content Services”), including, but not limited to:

1.1.1 “Ming Shi Jing Hua” multimedia courseware resource pool developed by Party A;

1.1.2 Party A’s related operation information, including, without limitation:

1.1.2.1 Information on “Eleventh Five-year Plan” topics;

1.1.2.2 Information on Noah Education Institute;

1.1.2.3 Information on free downloading of courseware resource pool.

1.1.3 Activities interactive with the customers of the Noah Website, including, without limitation:

1.1.3.1 “Nuo Mi Tuan” magazine;

1.1.3.2 “A Nuo Community”;

1.1.3.3 “Zhi Shi Tang” column.

As from the effective date of this Agreement, Party A shall regularly provide Party B with the said contents, along with any of their updates, changes or modifications.

1.2 Party B’s appointment and authorization to Party A shall be sole, exclusive and irrevocable. Without Party A’s prior written consent, Party B shall not accept the content services provided by any third party (including its shareholder).

2. Service Fee and Terms of Payment

2.1 As a consideration for the Content Services provided by Party A, Party B shall pay to Party A the service fee (“Service Fee”), which shall be determined by taking into account Party B’s earnings obtained from such services; considering that the Content Services provided by Party A to Party B are comprehensive and directly related to Party B’s website operation, Party B agrees to pay the Service Fee to Party A annually, at a rate of 10% of all Party B’s annual operating revenue during the term of this Agreement. Upon expiry of this Agreement, if both parties agree to continue cooperation, the calculation and form of payment of Service Fee are to be agreed upon by both parties.

2.2 Within the term of this Agreement, Party B shall provide relevant financial data or statements to Party A within 30 days after each fiscal year finishes. Upon confirmation, Party A shall timely invoice Party B. Within 30 days after receiving the said invoice, Party B shall pay annual service fee to the bank account designated by Party A.

Name of account opening bank designated by Party A: Chegongmiao Branch, China Merchants Bank

Account name: Noah Education Technology (Shenzhen) Co., Ltd.

Account No.: 3885369310001

2.3 Party A and Party B hereby acknowledge that the Service Fee hereof is only the remunerations payable to Party A when Party A provides the Content Services. Any and all traveling expenses, traffic expenses, postages and other expenses and costs arising from the provisioning of such services by Party A (“Other Expenses”) shall be borne by Party B.

2.4 Before the 10^th day of each month, Party B shall remit the Other Expenses of Party A for last month to the bank account designated by Party A. Should Party B fail to pay the Service Fee and the Other Expenses on time and in full according to the provisions of this Agreement, Party B shall pay to Party A a penalty interest at an annual interest rate of 10% of overdue amount.

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2.5 Party A shall be entitled to assign its employee or external accountant (“Party A’s Representative”) to examine Party B’s financial affairs at any time so as to verify the amount of the Service Fee. In this case, Party B shall provide Party A’s Representative with the documents, account books, vouchers, financial records and other data required for his/her examination. In case of any difference between the Service Fee amounts calculated by Party A and Party B, the amount determined by Party A’s Representative shall prevail.

2.6 The Service Fee to be paid by Party B to Party A under this Agreement shall be free and clear of any deduction (e.g. bank handling charge, etc). All such deductions shall be borne by Party B.

2.7 Within 30 days after each quarter, Party A shall provide a summary report on the Content Services supplied by it to Party B so that Party B performs evaluation, and Party A shall timely make amendments according to Party B’s requirements; within 30 days after each year, Party A shall provide an annual service report to Party B.

3. Intellectual Property Rights

Any right arising from the performance of this Agreement, including, but not limited to, copyright, patent right, know-how, trade secrets and other intellectual property rights, shall belong to Party A. The licensing of such rights are to be agreed upon by both parties.

4. Confidentiality

4.1 Either party (“Recipient”) shall keep in confidence any and all technical data and information of the other party (“Discloser”) accessible or made available to it in the course of the execution and performance of this Agreement (“Confidential Information”), regardless of whether the Discloser has taken confidentiality actions or not. Without the prior written consent of the Discloser, the Recipient shall not disclose, divulge or transfer the Confidential Information to any third party or use it for the benefit of any third party.

4.2 The Recipient guarantees that it will make the Confidential Information accessible to its employees, consultants and agents on a need to know basis only for the purpose of performing this Agreement and further guarantees that such employees, consultants and agents will undertake the same confidentiality obligations as those as specified herein. Any breach of confidentiality obligations by any of such personnel shall be deemed as a breach hereof by the Recipient. In this case, the Recipient shall undertake the defaulting liabilities under this Agreement to the Discloser.

4.3 Upon termination of this Agreement, the Recipient shall return to the Discloser or destroy all documents and other carriers incorporating Confidential Information at Discloser’s option. Any memory device of the Recipient shall not retain or use such Confidential Information.

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4.4 Both parties agree that this Article will survive the change, termination or expiry of this Agreement.

5. Representations and Warranties

5.1 Party A hereby makes the following representations and warranties:

5.1.1 Party A is a wholly foreign-owned enterprise incorporated in Shenzhen and validly existing under the laws of the People’s Republic of China.

5.1.2 The execution and performance of this Agreement by Party A have been duly authorized by all necessary corporate actions on the part of Party A and obtained the consents and approvals from third parties or governments. Nothing contained herein violates the laws or internal regulations binding upon or influencing it.

5.1.3 All the facts disclosed by Party A to Party B and relevant Chinese supervisory department regarding the execution and performance of this Agreement are free of false information or any significant issue that needs to be disclosed, but is not disclosed.

5.1.4 Once this Agreement becomes effective, it constitutes a legal, valid and binding obligation enforceable against Party A in accordance with its provisions.

5.1.5 Party A warrants that it has the full ownership of the contents and information furnished by it to Party B or has obtained the full authority to furnish them to Party B.

5.1.6 Party A will comply with relevant legal and statutory requirements concerning Internet information service and warrants that the contents and information provided by it to Party B do not violate relevant legal and statutory requirements.

5.2 Party B hereby makes the following representations and warranties:

5.2.1 Party B is a limited liability company incorporated in Shenzhen and validly existing under the laws of the People’s Republic of China.

5.2.2 The execution and performance of this Agreement by Party B have been duly authorized by all necessary corporate actions on the part of Party B and obtained the consents and approvals from third parties or governments. Nothing contained herein violates the laws or internal regulations binding upon or influencing it.

5.2.3 All the facts disclosed by Party B to Party A and relevant Chinese supervisory department regarding the execution and performance of this Agreement are free of false information or any significant issue that needs to be disclosed, but is not disclosed.

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5.2.4 Once this Agreement becomes effective, it constitutes a legal, valid and binding obligation enforceable against Party B in accordance with its provisions.

6. Effectiveness and Term

6.1 This Agreement shall be signed and go into effect as of the date first above written.

6.2 This Agreement shall be valid for ten (10) years, unless terminated prematurely in accordance with its provisions.

6.3 This Agreement may be automatically extended for another year if neither party makes a written objection prior to the expiry of this Agreement.

7. Defaulting Liabilities

Where either party (“Breaching Party”) breaches any of its representations, warranties, rights or obligations under this Agreement, thus causing economic losses to the other party, the other party (“Non-breaching Party”) shall be entitled to request it to cure its breach and compensate the direct economic losses thus incurred to the Non-breaching Party.

8. Termination

8.1 This Agreement shall be terminated upon its expiry, unless renewed in accordance with its provisions.

8.2 Without prejudice to the rights or remedies Party A may have (whether at law or otherwise), Party A may give a written notice to Party B to terminate this Agreement with immediate effect if: (1) Party B breaches this Agreement and fails to cure such breach within thirty (30) workdays after receiving Party A’s written notice; or (2) Party B is wound up, dissolved or involved in liquidation proceedings or files an application for bankruptcy or an application for bankruptcy is filed against it, its business license is canceled or otherwise.

8.3 Within the term of this Agreement, Party A may terminate this Agreement at any time upon 30 days prior written notice to Party B.

8.4 Within the term of this Agreement, Party B shall not terminate this Agreement prematurely for whatever reason. In the event that Party B prematurely terminates this Agreement, it shall pay to Party A the liquidated damages of at least RMB 10,000 at one time.

8.5 The rights and obligations of both parties under Articles 4, 7 and 9 shall survive the termination of this Agreement.

9. Settlement of Disputes

Any dispute arising in connection with the interpretation and performance of the provisions of this Agreement shall be settled by both parties in good faith and through amicable negotiations. In case no settlement can be reached by both parties within thirty (30) days after either party makes a request for dispute resolution through negotiations,

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either party may submit such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with CIETAC’s arbitration rules then in effect. The seat of arbitration shall be Shenzhen and language of proceedings shall be Chinese. The arbitral award shall be final and binding upon both parties.

10. Force Majeure

10.1 An Event of Force Majeure means any event that is unforeseeable to or that is foreseeable but whose happening and consequences are unavoidable and insurmountable to either party, including, but not limited to, war or natural disaster, but insufficiency of credit standing, funds or financing shall not be regarded as an Event of Force Majeure. Depending on the special nature of computer network, Events of Force Majeure shall include any of the following events affecting the normal operation of the computer network of either party:

10.1.1 Hacker attack or computer virus invasion;

10.1.2 Serious interruption caused by the technical adjustment of telecommunications department; or

10.1.3 Interim interruption caused by government control.

10.2 Should the performance of this Agreement be delayed or hindered due to any Event of Force Majeure as defined above, the prevented party shall be exempt from any liability under this Agreement to the extent of the portion being delayed or hindered, provided, however, that the prevented party makes all reasonable efforts to perform this Agreement or reduce the impact of such Event of Force Majeure. Once the cause for such exemption is corrected and remedied, both parties agree to do their best to resume the performance of this Agreement.

11. Applicable Law

The performance, interpretation and enforcement of this Agreement shall be governed by applicable Chinese laws.

12. Notices

Any notice or other communications required to be made under or pursuant to this Agreement shall be written in Chinese and deemed to be received when delivered to the following addressees by hand delivery, registered or certified mail (postage prepaid), recognized courier service or fax:

If to Party A: Noah Education Technology (Shenzhen) Co., Ltd.

Address: B1002 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

If to Party B: Shenzhen Zhiyuan Noah Internet Technology Co., Ltd.

Address: B1003 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

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13. Transfer

13.1 Without Party A’s prior written consent, Party B shall not, directly or indirectly, transfer, sublicense, lease, donate, pledge, put under the custody of, use as a contribution in kind or otherwise dispose of any of its rights and/or obligations under this Agreement to any third party.

13.2 Party B hereby agrees that Party A may transfer all or part of its rights and/or obligations under this Agreement, as the case may be, upon giving a prior notice about such transfer to Party B and without requiring Party B’s prior written or oral approval.

14. Severability

Should any provision of this Agreement be held to be invalid or unenforceable under applicable law, such provision shall be invalid or unenforceable only to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remainder of this Agreement.

15. Amendment and Supplement

This Agreement may be amended or supplemented, from time to time, by both parties by a written instrument. All amendments and supplements to this Agreement duly signed by both parties shall form an integral part of this Agreement and have the same legal effect as this Agreement.

IN WITNESS WHEREOF, both parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

Party A: Noah Education Technology (Shenzhen) Co., Ltd. (Seal)

Authorized representative: /s/ Xiao Xianquan

Party B: Shenzhen Zhiyuan Noah Internet Technology Co., Ltd. (Seal)

Authorized representative: /s/ Xu Dong

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EX-10.8

Exhibit 10.8

ENGLISH TRANSLATION

Equity Pledge Agreement

THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by the parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:

Pledgor A: Xu Dong

ID Card No.: 110108196611048978

Address: A4-4A Cuihai Garden, Qiaoxiang Road, Futian District, Shenzhen

Pledgor B: Tang Benguo

ID Card No.: 110108196509078919

Address: A4-8A Cuihai Garden, Qiaoxiang Road, Futian District, Shenzhen

Pledgee: Noah Education Technology (Shenzhen) Co., Ltd.

Domicile: B1002 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

Except as specifically otherwise set forth below, Pledgor A and B Pledgor B are hereinafter collectively referred to as “the Pledgors”.

WHEREAS:

I. Shenzhen Zhiyuan Noah Internet Technology Co., Ltd. (“Zhiyuan Technology”) is a limited liability company incorporated in Shenzhen, the People’s Republic of China (“China”) and validly existing under Chinese laws, which is mainly engaged in Internet information service, user service, website making, etc;

II. Pledgor A and Pledgor B hold 51% and 49% equities of Zhiyuan Technology respectively on the signing date of this Agreement;

III. Pledgee is a wholly foreign-owned enterprise incorporated in Shenzhen, China and validly existing under Chinese laws

IV. Pledgee and Pledgors have signed the agreements listed in Annex 1 attached below (“Agreements Listed in Annex 1”) on June 8, 2007; and

V. In order to ensure that Pledgors and/or Zhiyuan Technology perform all obligations under the Agreements Listed in Annex 1, Pledgors agree to use their equities in Zhiyuan Technology as the guaranty for their performance of the Agreements Listed in Annex 1, and Pledgee agrees to accept such guaranty, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, through negotiations, Pledgors and Pledgee (“Parties”) hereby agree as follows:

1. Definitions

Unless the context otherwise requires, the following terms whenever used in this Agreement shall have the following meanings:

1.1 Pledged Equity: mean the 51% and 49% equities legally held by Pledgor A and Pledgor B in Zhiyuan Technology respectively, together with all rights and proceeds relating to such equities (including, but not limited to, bonus, etc under Pledged Equity).

1.2 Guaranteed Liabilities: mean the obligations or liabilities incurred by Pledgors under the Agreements Listed in Annex 1 (including the renewals of and amendments and supplements to such agreements), including, but not limited to, the consulting service fee, content fee, development and maintenance expenses, interest, liquidated damages, compensation, expenses from realization of claims, losses caused to Pledgee by Pledgors’ breach and all other expenses payable by Pledgors to Pledgee arising out of the Agreements Listed in Annex 1.

2. Equity Pledge

2.1 In order to guarantee that Pledgors and/or Zhiyuan Technology perform all obligations and liabilities payable to Pledgee under the Agreements Listed in Annex 1, Pledgors agree to pledge the Pledged Equity under this Agreement to Pledgee and Pledgee agrees to accept such equity pledge guaranty, subject to the terms and conditions of this Agreement.

3. Scope of Guaranty

3.1 The scope of guaranty under this Agreement covers the Guaranteed Liabilities as defined in Article 1.2 hereof.

4. Term and Registration of Pledge

4.1 Term of pledge shall be counted from the date when the pledge of the Pledged Equity under this Agreement is recorded in the roster of shareholders of Zhiyuan Technology and determined according to the Agreements Listed in Annex 1. In case the terms of agreements are different, term of pledge shall be the term of the agreement which expires at the latest.

4.2 Within 15 workdays after this Agreement becomes effective, Pledgors shall, according to Article 4.1 hereof, cause Zhiyuan Technology to record the pledge of Pledged Equity under this Agreement in its roster of shareholders and handle relevant industrial and commercial procedures for the recording.

4.3 If the records of pledge change and changes need to be recorded in accordance with law, Pledgors and Pledgee shall complete the change procedures of the roster of shareholders and relevant industrial and commercial change procedures within 15 workdays after record changes.

5. Custody of Pledge Vouchers

5.1 Within 15 workdays after this Agreement becomes effective, Pledgors shall deliver the certificates of capital contributions to Zhiyuan Technology and roster of shareholders to Pledgee for custody.

6. Representations and Warranties by Pledgors

6.1 Pledgors are Chinese natural persons with a full civil capacity and have the right to execute this Agreement and exercise and perform their rights and obligations under this Agreement.

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6.2 The execution and performance of this Agreement by Pledgors are an expression of their true intentions and have been duly authorized. This Agreement is a legal and valid obligation enforceable against them in accordance with its provisions.

6.3 The execution and performance of this Agreement by Pledgors do not violate or conflict with the articles of association and internal rules of Zhiyuan Technology, contracts with third parties, relevant Chinese laws and regulations, approvals, authorizations, consents and permits of relevant Chinese competent departments, and court rulings and orders.

6.4 Pledgors are the sole legal owner of the Pledged Equity, have paid up all their respective capital contributions in accordance with law, have obtained the capital verification report issued by a qualified accounting firm and have the right to set prioritized right of pledge on the Pledged Equity for Pledgee. The Pledged Equity is free of any ownership dispute, right of mortgage or other security interest for any third person, any trust or restrictive use condition, is not sequestrated, frozen or managed by any third party as a receiver in accordance with law and is exempt from actions, enforcements, enforcement measures or other legal proceedings.

6.5 Pledgors have no continued defaults or potential defaults under this Agreement and have no such risks to their knowledge. Under the other contracts to which Pledgors are party, Pledgors have no continued defaults or potential defaults that are likely to have an adverse material impact on Pledgors, and have no such risks to their knowledge.

6.6 Pledgors have complied with and performed all relevant obligations under applicable laws and also complied with all applicable authorizations and permits. Pledgors are not involved in any act that violates relevant laws, regulations or rules and is possible to result in an adverse material impact upon the legality, validity, performance and enforceability of this Agreement.

6.7 There are no legal proceedings or administrative proceedings instituted against Pledgors or their Pledged Equity by or at any court, arbitration tribunal or government or other agency, and there are no such risks to Pledgors’ knowledge.

6.8 All the information disclosed by Pledgors to Pledgee (including documents, materials, statements, vouchers, etc) are true, complete, accurate, effective and reasonable and free of false or misleading information or any significant issue that needs to be disclosed, but is not disclosed.

7. Undertakings by Pledgors

7.1 Within the term of this Agreement, Pledgors undertake to Pledgee that:

7.1.1 Without Pledgee’s prior written consent, Pledgors will not set any other guaranty (whether prioritized than the pledge under this Agreement or not) or other restrictive condition on all or part of the Pledged Equity.

7.1.2 Without Pledgee’s prior written consent, Pledgors will not sell, lease,

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lend, transfer, assign, donate, re-mortgage, put under custody of, use for share purchase or otherwise dispose of all or part of the Pledged Equity;

7.1.3 Pledgors will not use or permit others to use the Pledged Equity to be engaged in any act or event violating laws or this Agreement; and

7.1.4 After Pledgors receive any notice, order, ruling, judgment or other document relating to the Pledged Equity issued by any Chinese government agency, judicial organ or arbitration organization, they will forthwith inform Pledgee and within the term specified by law, take all necessary actions to lower the risk as may be caused by such notice, order or other document to Pledged Equity. Pledgors will institute an actions, arbitration or administrative action in respect of such notice, order or other document, as Pledgee deems necessary, and bear relevant expenses.

7.2 Pledgors further agree that the rights of Pledgee under the provisions of this Agreement will not be interrupted or hindered by Pledgors or any of their successors or principals or any other person through legal proceedings.

7.3 Pledgors warrant to Pledgee that in order to protect or improve the guaranty for the repayment of the Guaranteed Liabilities under this Agreement, Pledgors will execute in good faith and cause other interested persons relating to right of pledge to execute all right certificates and contracts required by Pledgee and/or perform and cause other interested persons to perform the acts required by Pledgee, provide convenience for the exercise of the rights and authority granted to Pledgee under this Agreement, sign all change documents of equity certificates with Pledgee and the natural persons or legal persons designated by it and within a reasonable period, provide to Pledgee all notices, orders and decisions about right of pledge as it deems necessary. Pledgors warrant to Pledgee that in order to ensure Pledgee’s interests, they will comply with and perform all warranties, undertakings, agreements, representations and conditions. Where Pledgors do not perform, in whole or in part, its warranties, undertakings, agreements, representations and conditions, Pledgors shall compensate all losses thus incurred to Pledgee.

8. Defaults

8.1 The following matters are deemed as defaults under this Agreement:

8.1.1 Pledgors fail to perform any of their obligations under the Agreements Listed in Annex 1 in time and in full or to pay any Guaranteed Liabilities on time and in full;

8.1.2 Any representation or warranty of Pledgors under Article 6 contains false, fraudulent or misleading statement or errors;

8.1.3 Pledgors violate any undertaking under Article 7 above;

8.1.4 Pledgors refuse to handle or intentionally delay the registration and recording procedures of the pledge under this Agreement, and fail to make correction within 10 days of Pledgee’s written request;

8.1.5 Pledgors violate any other provision of this Agreement;

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8.1.6 Pledgors’ borrowing, guaranty, compensation, undertaking or other liabilities (1) are requested to be repaid or performed in advance due to a default; or (2) are due but cannot be repaid or performed on time, which, at the reasonable discretion of Pledgee, has an adverse material effect on Pledgors’ ability of performing the obligations under this Agreement;

8.1.7 The promulgation of relevant laws and regulations and Pledgors’ faults (including omissions) make this Agreement invalid, voidable or unenforceable, or Pledgors cannot continue to perform their obligations under this Agreement in time and in full;

8.1.8 Due to Pledgors’ faults (including omission), all government consents, permits, approvals, registrations or authorizations necessary for this Agreement to be enforceable, legal or effective are withdrawn, terminated, invalid or materially adversely modified;

8.1.9 The properties owned by Pledgors have significant adverse changes, which, at the reasonable discretion of Pledgee, has an adverse material effect on Pledgors’ ability of performing the obligations under this Agreement;

8.1.10 Pledgors’ successor or custodian can only perform part of refuses to perform the paying liabilities under the Agreements Listed in Annex 1;

8.1.11 The default by Pledgors due to their violation or omission of the other provisions of this Agreement;

8.1.12 Due to Pledgors’ faults (including omissions), Pledgee cannot exercise right of pledge in accordance with relevant law or regulations.

8.2 If Pledgors know or should know that any matter as stated in Article 8.1 hereof or any event possibly resulting in any of the above matters has occurred, they shall inform Pledgee in writing in time.

8.3 Unless Pledgors take the action to Pledgee’s satisfaction to correct the defaults as listed in Article 8.1 hereof, Pledgee may give a written notice about the exercising of right of pledge to Pledgors when defaults occur or at any time thereafter, requiring to dispose of the Pledged Equity according to the provisions of this Agreement.

8.4 The clauses about defaults under this Agreement shall not affect the exercise by the Parties of the other remedies under currently applicable Chinese laws and regulations.

9. Exercise of Right of Pledge

9.1 Subject to the provisions in Article 8.3, Pledgee may dispose of the Pledged Equity while it gives a notice about the exercise of right of pledge or at any time thereafter.

9.2 Pledgee shall be entitled to dispose of all or part of the Pledged Equity under this Agreement (including, but not limited to, converting Pledge Equity into money at an agreed price or auctioning or selling Pledged Equity in accordance with law) pursuant to statutory procedures and be first compensated with the proceeds from such disposal until all Guaranteed Liabilities are paid up.

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9.3 When Pledgee disposes of Pledged Equity according to this Agreement, Pledgors shall render necessary assistance and not set barriers so that Pledgee realizes its right of pledge.

10. Assignment

10.1 Without Pledgee’s prior written consent, Pledgors shall not assign all or part of their rights and/or obligations under this Agreement to any third party.

10.2 This Agreement shall bind upon Pledgors and their successors and inure to the benefit of Pledgee and each of its successors and assigns.

10.3 Pledgee may, at any time, assign all or part of its rights and/or obligations under the Agreements Listed in Annex 1 to the natural person or legal person designated by it. In this case, under this Agreement, such assignee shall have the same rights and obligations as those of Pledgee. Pledgors shall not make any objection thereto.

10.4 After pledgee is changed due to such assignment, the new parties to pledge shall sign a new pledge agreement in the format of this Agreement.

11. Termination

Until all Guaranteed Liabilities are paid up and Pledgors have fully performed the obligations under the Agreements Listed in Annex 1, this Pledge Agreement is terminated. In this case, Pledgee shall have the pledge registration cancelled as far as reasonably practicable.

12. Handling Charges and Other Expenses

12.1 Any and all expenses in connection with this Agreement, including, but not limited to, lawyer’s expenses, costs, stamp tax and all other taxes and charges, shall be borne by Pledgors and Pledgee respectively in accordance with Chinese laws and regulations, and in case of no specific stipulation, borne by Pledgors.

12.2 In the event that Pledgors fail to pay any tax or expenses payable by them in accordance with the provisions of this Agreement, or for other reasons, Pledgee is entitled to take all possible remedies, all expenses thus incurred (including, without limitation, taxes, handling charges, management fee, legal expenses and lawyer’s expenses in connection with the disposal of right of pledge, various insurance premiums, etc) shall be borne by Pledgors.

13. Force Majeure

13.1 An Event of Force Majeure means any event that is beyond the reasonable control of any party and unavoidable or unpreventable after the prevented party gives due attention, including, but not limited to, government act, fire, explosion, geographical change, storm, flood, earthquake, tide, lightning or war, but insufficiency of credit standing, funds or financing shall not be deemed as an Event of Force Majeure. The party seeking the exemption from its liabilities under this Agreement or any provision thereof owing to an Event of Force Majeure shall, without undue delay, inform the other party of such exemption and the steps needing to be taken to perform its liabilities.

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13.2 Should the performance of this Agreement be delayed or hindered due to any Event of Force Majeure as defined above, the prevented party shall be exempt from any liability under this Agreement to the extent of the portion being delayed or hindered, provided, however, that the prevented party makes all reasonable efforts to perform this Agreement or reduce the impact of such Event of Force Majeure. Once the cause for such exemption is corrected and remedied, the Parties agree to do their best to resume the performance of this Agreement.

14. Dispute Resolution

14.1 This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.

14.2 Any dispute arising in connection with the interpretation and performance of the provisions of this Agreement shall be settled by the Parties in good faith and through amicable negotiations. In case no settlement can be reached by the Parties, any party may submit such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with CIETAC’s arbitration rules then in effect. The seat of arbitration shall be Shenzhen and language of proceedings shall be Chinese. The arbitral award shall be final and binding upon the Parties.

15. Notices

Any notice or other communications required to be made under or pursuant to this Agreement shall be written in Chinese and deemed to be received when delivered to the following addressees by hand delivery, registered or certified mail (postage prepaid), recognized courier service or fax:

If to Pledgee: Noah Education Technology (Shenzhen) Co., Ltd.

Address: B1002 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian

District, Shenzhen

Fax: 755-82049670

Tel.: 755-83432800

If to Pledgor A: Xu Dong

Address: A4-4A Cuihai Garden, Qiaoxiang Road, Futian District, Shenzhen

Tel.: 755-83432801

If to Pledgor B: Tang Benguo

Address: A4-8A Cuihai Garden, Qiaoxiang Road, Futian District, Shenzhen

Tel.: 755-83432802

16. Alteration, Termination and Interpretation

16.1 This Agreement may be amended, supplemented or terminated if the Parties reach a written agreement and obtain necessary authorizations and approvals. All the annexes, appendixes, amendments and supplements to this Agreement shall form an integral part of this Agreement.

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16.2 The provisions of this Agreement are independent of and separate from each other and the invalidity of any provision shall not affect the validity of the other provisions of this Agreement.

17. Effectiveness and Miscellaneous

17.1 This Agreement shall be signed and go into effect as of the date first above written.

17.2 This Agreement is made in Chinese in three copies, of which one copy is held by each of the Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized signatories as of the date first above written.

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[Signing page]

Pledgor A: Xu Dong

/s/ Xu Dong (signature)

Pledgor B: Tang Benguo

/s/ Tang Benguo (signature)

Pledgee: Noah Education Technology (Shenzhen) Co., Ltd. (Seal)

Legal representative (authorized representative): /s/ Xiao Xianquan (signature)

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Annex 1:

Content Services Agreement

Software Development and Maintenance Agreement

Exclusive Technical Support and Consulting Services Agreement

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EX-10.9

Exhibit 10.9

ENGLISH TRANSLATION

Call Option Agreement

THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by the parties below in Shenzhen on and as of June 8, 2007:

Party A: Noah Education Technology (Shenzhen) Co., Ltd.,

Address: B1002 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

Party B: Xu Dong

ID Card No.: 110108196611048978

Address: A4-4A Cuihai Garden, Qiaoxiang Road, Futian District, Shenzhen

Party C: Tang Benguo

ID Card No.: 110108196509078919

Address: A4-8A Cuihai Garden, Qiaoxiang Road, Futian District, Shenzhen

WHEREAS:

1. Shenzhen Zhiyuan Noah Internet Technology Co., Ltd. (“Zhiyuan Technology”) is a limited liability company incorporated in accordance with Chinese laws, whose registered address is: B1003 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen;

2. As of the signing date of this Agreement, Party B and Party C hold the 51% and 49% equities of Zhiyuan Technology (“Target Equity”) respectively;

3. Party B and Party C intends to grant to Party A an option so that Party A or any third party designated by it can purchase all equities held by Party B and/or Party C in Zhiyuan Technology to the extent permitted by Chinese laws and at such a time as it deems appropriate (“Call Option”).

NOW, THEREFORE, through friendly negotiations, all the parties (“Parties”) hereby agree as follows:

1 Granting of Call Option

Party B and Party C hereby irrevocably grant to Party A the following rights:

1.1 Within 10 years after this Agreement becomes effective (“Exercise Term”), to the extent permitted by Chinese laws and regulations then in effect, Party A or any third party designated by it shall have the option to purchase all or part of the Target Equity held by Party B and/or Party C in Zhiyuan Technology at the Exercise Price or a percentage thereof at any time according to the terms and conditions of this Agreement. Party B and Party C agree to sign the equity transfer agreement with Party A or any third party designated by it in the format listed in Annex 1 attached hereto (“Equity Transfer Agreement”).

1.2 At any time during the Exercise Term, to the extent permitted by Chinese laws and regulations then in effect, Party A shall be entitled to request Party B and Party C to transfer all or part of the Target Equity at the Exercise Price to Party A or any third party designated by it.

1.3 Within the Exercise Term, Party A or any third party designated by it shall be entitled to exercise the Call Option under this Agreement in any number of times until all the Target Equity is transferred o Party A or any third party designated by it.

1.4 Subject to laws and after Party A gives an exercise notice (as set forth in Article 4.1 below), Party B and Party C shall unconditionally assist in performing the above procedures, transfer all or part of the Target Equity to Party A or any third party designated by it and help Party A handle the examination & approval, permit, registration, filing and other procedures necessary for such equity transfer.

1.5 Within the Exercise Term, in the event that the possession by Party B and/or Party C of the Target Equity will violate laws and administrative regulations, Party B and/or Party C shall promptly give a written notice to Party A, explaining specific reasons. In this case, Party A will: (1) forthwith exercise the option according to Article 4.1; or (2) designate a suitable third party to purchase all or part of the Target Equity held by Party B and/or Party C at the Exercise Price.

2 Consideration of Call Option

The consideration of the Call Option under this Agreement is RMB 10,000.

3 Confirmation by other Shareholders

When Party A exercises the option, Party B and/or Party C shall ensure that the other shareholders of Zhiyuan Technology approve the equity transfer under this Agreement and waive the preemptive right to purchase the Target Equity.

4 Exercise

4.1 Within the Exercise Term, to the extent permitted by Chinese laws and regulations then in effect, Party A may give an exercise notice (“Exercise Notice”) to Party B and/or Party C, requesting to exercise its Call Option under this Agreement, purchase all or part of the Target Equity held by Party B and/or Party C or transfer the Target Equity to a third party designated by Party A.

4.2 Once Party B and/or Party C receives the Exercise Notice given by Party A according to Article 4.1, Party B and/or Party C shall forthwith:

4.2.1 Sign the equity transfer agreement with Party A and/or any third party designated by Party A pursuant to the requirements of the Exercise Notice and the format in Annex 1 attached hereto;

4.2.2 Amend the articles of association of Zhiyuan Technology with Party A and/or any third party designated by Party A and the other shareholders of Zhiyuan Technology at that time according to the provisions of equity transfer agreement;

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4.2.3 Cause the shareholders’ meeting of Zhiyuan Technology to approve the resolutions on the equity transfer under such exercise and the amendment of the articles of association of Zhiyuan Technology;

4.2.4 Together with Party A and/or any third party designated by Party A and all the other shareholders of Zhiyuan Technology at that time, cause Zhiyuan Technology to submit the equity transfer agreement and the amendment of the articles of association of Zhiyuan Technology to relevant examination and approval authorities, and assist in obtaining necessary approval;

4.2.5 Together with Party A and/or any third party designated by Party A and all the other shareholders of Zhiyuan Technology at that time, cause and assist Zhiyuan Technology to handle relevant change registration procedures with its registration authorities; and

4.2.6 Handle all other matters necessary to complete this equity transfer.

5 Exercise Price

The Parties agree that except as otherwise required by applicable laws, the price of the purchase by Party A of all the Target Equity is RMB 1,000,000 (“Exercise Price”). If Party A only purchases part of the Target Equity, the price is determined on a pro-rata basis.

6 Termination of Zhiyuan Technology

Party B and Party C further undertake that they will not take any action that is likely to result in the termination of Zhiyuan Technology within the Exercise Term owing to its bankruptcy, dissolution or closedown based on the law.

7 Representations and Warranties by Party B and Party C

Party B and Party C represent and warrant to Party A that from the effective date of this Agreement through the date of completion of transfer of all the Target Equity to Party A:

7.1 Party B and Party C legally hold the Target Equity.

7.2 Party B and Party C have fully performed the obligations under the articles of association of Zhiyuan Technology and are free of any situation that may affect their legal status as the shareholders of Zhiyuan Technology or any situation that may affect the exercise by Party A of the Call Option under this Agreement.

7.3 Except equity pledge consented to by Party A, any Target Equity held by Party B and Party C is free and clear of any form of security interest or any sequestration, or any dispute, lawsuit, arbitration or any other administrative or judicial enforcement arrangement regarding such equity, and nobody may make any claim against such equity.

7.4 Party B and Party C have disclosed to Party A any and all data or information that may have an adverse material effect upon the ability of Party B and Party C in performing the obligations under this Agreement or upon Party A’s intention of signing this Agreement.

In addition, all representations and warranties made to Party A under the Loan Agreement executed all the parties on June 8, 2007 are incorporated herein.

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8 Further Undertakings by Party B and Party C

Party B and Party C undertake to Party A that:

8.1 Within the term of this Agreement, they will take all necessary actions to ensure that Zhiyuan Technology can timely obtain all business licenses and all business licenses remain in force at any time.

8.2 Within the term of this Agreement, without Party A’s prior written consent:

8.2.1 Party B and Party C shall not transfer or otherwise dispose of any Target Equity or set any security interest or other third-party right on any Target Equity;

8.2.2 Party B and Party C shall not approve the increase or decrease of the registered capital of Zhiyuan Technology or its existing shareholders;

8.2.3 Party B and Party C shall not dispose of or cause the management of Zhiyuan Technology to dispose of any assets of Zhiyuan Technology (except those occurring in the normal course of business);

8.2.4 Party B and Party C shall not terminate or cause the management of Zhiyuan Technology to terminate any significant agreement signed by Zhiyuan Technology (significant agreements are to be defined by Party A) or sign any other agreement conflictive with existing significant agreements;

8.2.5 Party B and Party C shall not appoint or remove any executive director or director (if any), supervisor or, other management personnel needing to be appointed and removed by existing shareholders, of Zhiyuan Technology;

8.2.6 Except as compulsorily required by law, without Party A’s consent, Party B and Party C shall not distribute or actually pay any distributable profits, bonus or dividends of Zhiyuan Technology;

8.2.7 Except as compulsorily required by law, Party B and Party C shall approve the amendment of the articles of association of Zhiyuan Technology.

9 Confidentiality

Each party hereto shall keep the contents of this Agreement confidential and without the prior consent of the other party, not disclose to any other person or comment on the contents of this Agreement, provided, however, that this obligation does not apply to any information which is:

1) disclosed under requirement of relevant laws or stock exchange’s regulations;

2) already publicly available other than through the fault of the recipient;

3) disclosed to recipient’s shareholder, accountant, financial consultant, legal adviser or other professional consultant;

4) disclosed to the potential buyer of recipient or its equity/assets, other investors, debt or equity financier, which shall make the appropriate confidentiality commitments (also subject to Party A’s consent if transferor is not Party A).

- 4 -

10 Defaulting Liabilities

10.1 Any of the following matters is deemed as a breach of this Agreement by Party B and/or Party C:

10.1.1 Party B and/or Party C violate any provision of this Agreement or any representation or warranty made by Party B and/or Party C under this Agreement is seriously erroneous, untrue and incorrect.

10.1.2 Without Party A’s prior written consent, Party B and/or Party C transfers or otherwise assigns or pledges any of its rights under this Agreement.

10.2 In case of any breach or other event by Party B and/or Party C, in addition to the remedies under the laws, Party A may also:

10.2.1 To the extent permitted by Chinese laws then in effect, request Party B and/or Party C to promptly transfer all or part of the Target Equity to Party A or any third party designated by Party A at the Exercise Price;

10.2.2 Immediately take back the borrowing under the Loan Agreement executed with Party B and/or Party C;

10.2.3 Request Party B and/or Party C to compensate all direct and indirect losses, including, but not limited to, fruit arising from the Target Equity as well as all lawyer’s fee, travelling expenses, investigation expenses and other expenses paid for enforcement or to seek remedies).

11 Termination

11.1 At any time within the Exercise Term, Party A may, at its own discretion, give a written notice to Party B and/or Party C to unconditionally terminate this Agreement without undertaking any responsibility.

11.2 At any time within the Exercise Term, Party B and Party C shall not terminate this Agreement unilaterally.

12 Applicable Law and Dispute Resolution

12.1 The formation, validity, interpretation and performance of and settlement of disputes in connection with this Agreement shall be governed by Chinese laws.

12.2 Any dispute arising from or out of the performance of or in connection with this Agreement shall be resolved by the Parties through amicable negotiations. In case no resolution can be reached by the Parties through negotiations within sixty (60) days after either party gives a written notice about such dispute to the other party, either party may refer such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in Shenzhen in accordance with CIETAC’s arbitration rules then in effect. The arbitral award shall be final and binding upon the Parties.

13 Miscellaneous

13.1 The annex attached hereto forms an integral part of this Agreement and has the same legal force as this Agreement.

- 5 -

13.2 Anything not covered herein may be resolved by the Parties by signing a supplementary agreement, which shall be deemed as an integral part of this Agreement.

13.3 Neither party shall amend or modify this Agreement without the consent of the other party. This Agreement may not be amended or modified except by a written instrument signed by the Parties after negotiations.

13.4 No failure or delay on the part of Party A to exercise any right or remedy under this Agreement shall be construed as a waiver thereof or preclude Party A from exercising such right or remedy at any time in accordance with this Agreement and/or laws and regulations.

13.5 The invalidity of any provision of this Agreement shall not affect the validity of the remainder of this Agreement.

13.6 Party A may, at any time, transfer all or part of its rights under this Agreement to any third party without requiring the consent of Party B and Party C; without Party A’s consent, Party B and Party C shall not transfer any of their rights and obligations under this Agreement. It shall be guaranteed that following the transfer of the rights under this Agreement, Party A and transferee still perform the relevant obligations under this arrangement.

14 Counterparts and Effectiveness

14.1 This Agreement is executed in six (6) originals, with two (2) ones to be held by any of the Parties. All originals shall have the same legal effect.

14.2 This Agreement shall become effective after it is signed by the Parties or their authorized representatives. Notwithstanding anything to the contrary herein, neither party shall cancel this Agreement, revoke this Agreement or prematurely terminate this Agreement by alleging that this Agreement or any provision thereof is manifestly unfair or violates fairness principle, industry practice or market price or otherwise.

(No text below)

- 6 -

IN WITNESS WHEREOF, the Parties or their duly authorized representatives have executed this Agreement in Shenzhen as of the date first above written.

Party A: Noah Education Technology (Shenzhen) Co., Ltd. (Seal)
	Signature:	/s/ Xiao Xianquan
	Name:	Xiao Xianquan
	Title:
Party B:
	Xu Dong
	/s/ Xu Dong
Party C:
	Tang Benguo
	/s/ Tang Benguo

- 7 -

Annex 1: Equity Transfer Agreement

THIS EQUITY TRANSFER AGREEMENT (“this Agreement”) is entered into by the two parties below in          on and as of             :

(1) [    ]

AND

(2) [    ]

WHEREAS:

1. Transferor holds [    ]% equity of Shenzhen Zhiyuan Noah Internet Technology Co., Ltd. (“Zhiyuan Technology”); and

2. Transferor agrees to transfer its [    ]% equity in Zhiyuan Technology to Transferee, and Transferee agrees to purchase such equity.

NOW, THEREFORE, through friendly negotiations, both parties hereby enter into this Agreement with respect to equity transfer hereof:

Article 1 Equity Transfer and Closing

1.1 Both parties that Transferor transfers its [    ]% equity in Zhiyuan Technology to Transferee subject to the terms and conditions of this Agreement. Party B agrees to purchase the equity transferred by Party A.

1.2 The closing date of the equity transfer above is the date when the industrial and commercial change registration of Zhiyuan Technology is completed. As from equity closing date, the [    ]% equity held by Transferor in Zhiyuan Technology is transferred to Transferee, and Transferee enjoys the rights of the shareholder of Zhiyuan Technology and undertakes the obligations of shareholder on the basis of its 100% equity.

Article 2 Transfer Price

2.1 Both parties agree that equity transfer price is RMB [    ] and shall be paid within      days after the signing of this Agreement.

Article 3 Taxes and Expenses

Each party shall bear all the applicable taxes, expenses and costs (including the reasonable expenses and costs in connection with its lawyer, accountant and other expert) arising from its negotiation, preparation and execution of this Agreement and the obtaining of all approvals necessary for this Agreement.

- 8 -

Article 4 Dispute Resolution

Any dispute arising in connection with this Agreement shall be resolved by Transferor and Transferee through amicable negotiations. In case no resolution can be reached within thirty (30) days after negotiations start, either party may refer such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in Shenzhen in accordance with CIETAC’s arbitration rules then in effect. The arbitral award shall be final and binding upon both parties.

Article 5 Miscellaneous

This Agreement is executed in Chinese in [six] copies, with two copies to be held by each of Transferor and Transferee, one copy to be submitted to the original industrial and commercial registration authorities of Zhiyuan Technology for the recording and one copy to be submitted to notary public office for notarization (if needed). All copies shall have the same legal effect.

[    ]	[    ]
Authorized representative (signature):	Authorized representative (signature):
Name:	Name:

- 9 -

EX-10.10

Exhibit 10.10

ENGLISH TRANSLATION

Loan Agreement

THIS LOAN AGREEMENT (“this Agreement”) is entered into by the parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:

Lender: Noah Education Technology (Shenzhen) Co., Ltd.

Address: B1002 Tian An Hi-tech Venture Park Building, Chegongmiao, Futian District, Shenzhen

Borrower A: Xu Dong

ID Card No.: 110108196611048978

Address: A4-4A Cuihai Garden, Qiaoxiang Road, Futian District, Shenzhen

Borrower B: Tang Benguo

ID Card No.: 110108196509078919

Address: A4-8A Cuihai Garden, Qiaoxiang Road, Futian District, Shenzhen

Borrower A and Borrower B are hereinafter collectively referred to as “the Borrowers”.

WHEREAS:

1. Borrower A and Borrower B hold 51% and 49% equities of Shenzhen Zhiyuan Noah Internet Technology Co., Ltd. (a limited liability company incorporated in accordance with Chinese laws, hereinafter referred to as “Zhiyuan Technology”) respectively;

2. The Lender agrees to lend to the Borrowers, and the Borrowers agree to borrow from the Lender, the Loan under this Agreement, to invest in Zhiyuan Technology;

NOW, THEREFORE, through amicable negotiations, all the parties (“Parties”) hereby agree as follows:

1 Definitions

1.1 Unless the context otherwise requires, the following terms whenever used in this Agreement shall have the following meanings:

“Loan Granting Date” shall mean the date when the Lender pays the Loan to the Borrowers.

“Agreement” shall mean this Loan Agreement, together with any and all amendments, supplements or other changes made in accordance with its provisions from time to time.

“Banking Day” shall mean the days when Chinese commercial banks are open to the public, excluding statutory festivals and holidays.

“Loan” shall mean the specific amount in RMB granted to the Borrowers by the Lender under Article 2 below.

“Adverse Material Effect” shall mean an adverse material effect upon:

a) the legality, validity or enforceability of this Agreement;

b) Borrowers’ ability of complying with and performing their obligations under this Agreement;

c) Lender’s rights under this Agreement; or

d) Borrowers’ ability relating to their current business.

“China” shall mean the People’s Republic of China (for the purpose of this Agreement, excluding Hong Kong SAR, Macao SAR and Taiwan, the same as below).

“Tax” shall include any and all taxes, duties and other expenses levied, deducted or withheld by the government or other financial department, now or in future, including any additional penalty and overdue fine arising out of their non-payment or late payment, or their non-declaration or late declaration).

2 Loan

2.1 Loan

Subject to the terms and conditions of this Agreement, the Lender agrees to lend to the Borrowers, and the Borrowers agree to borrow from the Lender, a loan of RMB 1,000,000 (“Loan Amount”), on the Loan Granting Date. Borrower A and Borrower B agree to be jointly responsible for repayment to the Lender or its successor or assignee with respect to the Loan Amount. Borrower A and Borrower B agree to sign the confirmation letter of receipt of the Loan Amount in the format attached hereto as Annex 1 while signing this Agreement.

2.2 Interest

The Loan is subject to an interest at an annual interest rate of 0%.

2.3 Loan repayment

Because the Lender agrees to provide the Loan at an interest rate of 0%, the Borrowers agree to promptly replay the Loan Amount upon receipt the notice of repayment from the Lender. Without Lender’s written consent, the Borrowers shall not repay the Loan Amount in advance.

The Borrowers shall repay the Loan Amount by transferring all their equities in Zhiyuan Technology to the Lender as the consideration (“Equity Transfer Consideration”). The Lender agrees not to request the Borrowers to repay the Loan Amount in any other form than Equity Transfer Consideration.

3 Tax Payment

The Lender and the Borrowers shall pay all the taxes arising in connection with the Loan and the execution of this Agreement in accordance with laws and regulations respectively.

2

4 Representations and Warranties

4.1 Representations and warranties

The Borrowers hereby represent and warrant that:

(a) They are Chinese citizens with full civil capacity;

(b) They have the power to execute this Agreement and perform the obligations under this Agreement;

(c) They have the effective authority to execute this Agreement, perform the obligations under this Agreement and render it enforceable;

(d) This Agreement constitutes a valid and binding obligation enforceable against them in accordance with its provisions;

(e) This Agreement and the Loan under this Agreement do not violate any law, regulation or administrative order, or any obligation or commitment restricting them or their properties;

(f) The Borrowers are not involved in any act violating any law, regulation, official order, contract, commitment or obligation, which may have an adverse material effect on themselves or any of their properties now or in future;

(g) There are no lawsuits, actions or administrative, arbitration or other proceedings or governmental investigations pending or threatened against or relating to the Borrowers or any of their properties;

(h) The Borrowers are the beneficiary owner of all their properties or business and have the undisputable ownership over them; the equities held by the Borrowers in Zhiyuan Technology are free and clear of, and without Lender’s consent, will not be set with within the term of this Agreement, any pledge or other encumbrances.

4.2 Further representations and warranties

The foregoing representations and warranties are deemed to be made on the Effective Date.

5 Miscellaneous

5.1 Effective date

This Agreement shall become effective on the date when it is signed by the Parties (“Effective Date”).

5.2 Applicable Law

The formation, validity, interpretation and performance of this Agreement and settlement of disputes thereof shall be governed by and construed in accordance with Chinese laws.

3

5.3 Dispute resolution

(a) Any dispute, controversy or claim (“dispute”) arising out of or in connection with this Agreement, including any question regarding its breach, termination or invalidity, shall first be amicably resolved by the Parties and if no resolution is reached within fifteen (15) days from the notice requesting amicable resolution, such dispute shall be referred to China International Economic and Trade Arbitration Commission for arbitration. The seat of arbitration shall be Shenzhen and language of proceedings shall be Chinese. The arbitral award shall be final and binding upon the Parties.

5.4 Succession and assignment

(a) This Agreement shall bind upon the Borrowers, the Lender and their respective successors and assignees. Without Lender’s written consent, the Borrowers shall not assign or transfer any of their rights and obligations under this Agreement.

(b) The Lender may, at any time assign, novate or transfer all or part of its rights, benefits and obligations under this Agreement to any person or several persons from time to time without requiring the consent of the Borrowers. In order to enable the Lender to complete the said assignment, novation or transfer, the Borrowers hereby agree to execute any and all necessary documents and fulfill any and all necessary registrations.

5.5 Amendment

This Agreement shall not be amended by the Parties except by a written instrument signed by their duly authorized representatives.

5.6 Entirety

This Agreement constitutes the entire agreement among the Parties with respect to subject matter hereof and supersedes any and all prior agreements or understandings, whether written or oral, among the Parties with respect to subject matter hereof.

5.7 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, all of which taken together shall constitute one and the same instrument.

(No text below)

4

IN WITNESS WHEREOF, the Parties have executed the 3 originals of this Agreement as of the date first above written.

Noah Education Technology (Shenzhen) Co., Ltd.
By:	/s/ Xiao Xianquan
Name:	Xiao Xianquan
Title:
Xu Dong
/s/ Xu Dong
Tang Benguo
/s/ Tang Benguo

5

Annex 1 Confirmation Letter

The undersigned (Xu Dong and Tang Benguo) hereby states:

A loan of RMB 1,000,000 has been received from Noah Education Technology (Shenzhen) Co., Ltd. on June 6, 2006.

/s/ Xu Dong (Xu Dong)

Date: June 8, 2007

/s/ Tang Benguo (Tang Benguo)

Date: June 8, 2007

6

EX-10.11

Exhibit 10.11

ENGLISH TRANSLATION

Proxy Letter

Trustor: Xu Dong

ID Card No.: 110108196611048978

Address: A4-4A Cuihai Garden, Qiaoxiang Road, Futian District, Shenzhen

Postal code: 518040

Trustee: Zhang Ruchun

ID Card No.: 110108196602159094

Address: 778C No. 3101, Qianhai Road, Nanshan District, Shenzhen, Guangdong Province

Postal code: 518051

I (Xu Dong, a citizen of the People’s Republic of China) hereby irrevocably authorize the person designated by Noah Education Technology (Shenzhen) Co., Ltd.(“Noah Education”)(hereinafter “Trustee”) to exercise the following rights within the valid term of this Proxy Letter:

Grant the Trustee the full authority to act on my behalf:

Exercise all my voting powers as a shareholder of Shenzhen Zhiyuan Noah Internet Technology Co., Ltd.(“Zhiyuan Technology”), including, but not limited to, nominate and elect the directors, general manager and other senior management personnel of Zhiyuan Technology as my authorized representative at the shareholders’ meeting of Zhiyuan Technology.

The precondition for the said authorization and entrustment is that the Trustee is a citizen of the People’s Republic of China and a formal employee of Noah Education and agrees to such authorization and entrustment. Once the Trustee no longer serves Noah Education or Noah Education gives a written notice about the change of the Trustee, I will forthwith withdraw the entrustment and authorization granted to the Trustee, and designate/authorize the other employee of Chinese citizenship designated by Noah Education to exercise my voting powers hereof at the shareholders’ meeting of Zhiyuan Technology.

The Trustee shall perform the entrusted obligations in accordance with law and within the authorization scope in a prudent and diligent manner and indemnify the Trustor from and against all losses and damages as may arise from such authorization and entrustment (excluding the losses and damages caused due to the intentional act or gross negligence of the Trustor), failing which the Trustee shall assume all legal responsibilities to the Trustor and Zhiyuan Technology in accordance with law.

This Proxy Letter is valid for 10 years and becomes effective as from the date when I sign it.

/s/ Xu Dong

Date: June 8, 2007

EX-10.12

Exhibit 10.12

ENGLISH TRANSLATION

Proxy Letter

Trustor: Tang Benguo

ID Card No.: 110108196509078919

Address: A4-8A Cuihai Garden, Qiaoxiang Road, Futian District, Shenzhen

Postal code: 518040

Trustee: Zhang Ruchun

ID Card No.: 110108196602159094

Address: 778C No. 3101, Qianhai Road, Nanshan District, Shenzhen, Guangdong Province

Postal code: 518051

I (Tang Benguo, a citizen of the People’s Republic of China) hereby irrevocably authorize the person designated by Noah Education Technology (Shenzhen) Co., Ltd.(“Noah Education”)(hereinafter “Trustee”) to exercise the following rights within the valid term of this Proxy Letter:

Grant the Trustee the full authority to act on my behalf:

Exercise all my voting powers as a shareholder of Shenzhen Zhiyuan Noah Internet Technology Co., Ltd.(“Zhiyuan Technology”), including, but not limited to, nominate and elect the directors, general manager and other senior management personnel of Zhiyuan Technology as my authorized representative at the shareholders’ meeting of Zhiyuan Technology.

The precondition for the said authorization and entrustment is that the Trustee is a citizen of the People’s Republic of China and a formal employee of Noah Education and agrees to such authorization and entrustment. Once the Trustee no longer serves Noah Education or Noah Education gives a written notice about the change of the Trustee, I will forthwith withdraw the entrustment and authorization granted to the Trustee, and designate/authorize the other employee of Chinese citizenship designated by Noah Education to exercise my voting powers hereof at the shareholders’ meeting of Zhiyuan Technology.

The Trustee shall perform the entrusted obligations in accordance with law and within the authorization scope in a prudent and diligent manner and indemnify the Trustor from and against all losses and damages as may arise from such authorization and entrustment (excluding the losses and damages caused due to the intentional act or gross negligence of the Trustor), failing which the Trustee shall assume all legal responsibilities to the Trustor and Zhiyuan Technology in accordance with law.

This Proxy Letter is valid for 10 years and becomes effective as from the date when I sign it.

/s/ Tang Benguo

Date: June 8, 2007

EX-10.13

Exhibit 10.13

English Translation

Asset Purchase Agreement

Between

Shenzhen Noah Industrial Co., Ltd.

And

Innovative Noah Electronic (Shenzhen) Co., Ltd.

About the Assets of Shenzhen Noah Industrial Co., Ltd.

June 2004

Contents

Chapter 1 Definitions	6
Chapter 2 Asset Purchase and Sale	12
2.1 Purchase and Sale	12
2.2 Purchased Assets	12
2.3 Excluded Assets	13
2.4 Non-competition	13
2.5 Equity Transfer	13
2.6 Non-transferable Contracts	13
2.7 Takeover of Obligations	14
2.8 Excluded Obligations	14
2.9 Consideration	15
Chapter 3 Seller’s Representations and Warranties	15
3.1 Existence and Qualification	15
3.2 Due Execution	15
3.3 Non-violation	16
3.4 Taxes	16
3.5 Lawsuits	16
3.6 Property Rights of Tangible Assets	17
3.7 Regulatory Compliance	17
3.8 Contracts and Undertakings	17
3.9 Environment Issues	18
3.10 Immovable Property Rights	19
3.11 Permits	19
3.12 Brokerages	20
3.13 Conditions for Purchased Assets	20
3.14 Further Warranties	20
3.15 No Significant Change	20
3.16 Employee Issues	20
3.17 No Notice	21
Chapter 4 Purchaser’s Representations and Warranties	21
4.1 Organization Structure and Qualification	21
4.2 Due Execution	21
4.3 Brokerages	22
Chapter 5 Closing	22
5.1 Pre-closing Preparations and Closing	22
5.2 Deliverables by the Seller at Closing	22
5.3 Deliverables by the Purchaser at Closing	22
Chapter 6 Preconditions for Seller’s Obligations	23
6.1 Accuracy and Completeness of Representations and Performance of Obligations	23
6.2 Lawsuits or other Legal Acts	23
6.3 No Awards	23
6.4 Immovable Property Transfer Arrangements	23

2

Chapter 7 Preconditions for Purchaser’s Obligations	23
7.1 Accuracy and Completeness of Representations and Performance of Obligations	23
7.2 Lawsuits or other Legal Acts	24
7.3 No Awards	24
7.4 Immovable Property Transfer Arrangements	24
Chapter 8 Pre-closing Obligations	24
8.1 Further Warranties and Cooperation	24
8.2 Looking Up	25
8.3 Notices	25
8.4 Seller’s Acts and Noah Operations before Closing	25
8.5 Termination Expenses	26
8.6 Real Estate Right Certificate	26
8.7 Intellectual Property Right Certificate	27
Chapter 9 Employee Issues	27
9.1 Transferred Employees	27
9.2 Obligations	28
9.3 Continued Employment	28
Chapter 10 Determined Closing and Post Closing Obligations	28
10.1 Input of Assets	28
10.2 Records and Documents	28
10.3 Environment Permits	28
10.4 Further Warranties	29
Chapter 11 Defaulting Liabilities	29
Chapter 12 Termination	29
12.1 Termination or Waiver	29
12.2 Effect of Termination	30
Chapter 13 General Provisions	30
13.1 Expenses	30
13.2 Notices	30
13.3 Confidentiality and Disclosure	31
13.4 Loss Risk	32
13.5 Conflict	32
Chapter 14 Disputes	32
14.1 Friendly Resolution	32
14.2 Negotiations	32
14.3 Arbitration	33
14.4 Arbitration Expenses	33
14.5 Binding Award	33
14.6 Service	33
14.7 Waiver of Immunity	33
Chapter 15 Miscellaneous	33
15.1 Limitation of Liability	33
15.2 Applicable Law	33
15.3 Entire Agreement; Amendment	34

3

15.4 Succession and Transfer	34
15.5 Headings	34
15.6 Appendixes; Annexes	34
15.7 Language	34
15.8 Severability	34
15.9 No Third-party Interest	34
15.10 Non-waiver	34
Appendixes	36
Appendix 2.2(a) Tangible Assets	36
Appendix 2.2(c) Transferred Contracts	37
Appendix 2.2(e) Transferred Immovable Properties	38
Appendix 2.2(g) Transferred Automobiles	39
Appendix 2.2(h) Transferred Intellectual Properties	40
Appendix 2.2(i) Transferred Equity	41
Appendix 2.3(b) Excluded Tangible Assets	42
Appendix 2.3(e) Excluded Immovable Properties	43
Appendix 9.1(1) Employees of Shenzhen Noah	44
Annexes
Annex A-1 Seller’s Exclusion Appendix	45
Annex A-2 Purchaser’s Exclusion Appendix	46

4

Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT is entered into between the two parties below in Shenzhen, China as of June 30, 2004:

Innovative Noah Electronic (Shenzhen) Co., Ltd., a wholly foreign-owned enterprise incorporated in Shenzhen, China in accordance with the laws the People’s Republic of China (“China”) invested by Noah Technology Holdings Ltd., a company registered in the Cayman Islands, hereinafter referred to as “the Purchaser”;

AND

Shenzhen Noah Industrial Co., Ltd., a company incorporated in Shenzhen, China under Chinese laws, hereinafter referred to as “the Seller” or “Noah”

WITNESSTH

WHEREAS, the Seller currently owns and operates all its assets;

WHEREAS, the Seller is desirous of selling and transferring to the Purchaser, and the Purchaser is desirous of purchasing from the Seller and accepting, all related assets defined as “Purchased Assets” in Article 2.2 below, on and subject to the terms and conditions of this Agreement;

WHEREAS, in 2004, BARING ASIA II HOLDINGS (22) LIMITED, ALPHA CENTURY ASSETS LIMITED, WANG QIANFENG, JOINTLY GOLD TECHNOLOGIES LTD., FIRST WIN TECHNOLOGIES LTD., GLOBAL WISE TECHNOLOLOGIES LTD., GALLOP JUMBO INTERNATIONAL LIMITED, DYNAMIC VIEW INVESTMENTS LIMITED, NOAH TECHNOLOGY HOLDINGS LTD., SHENZHEN NOAH INDUSTRIAL CO., LTD., SHENZHEN NEW NOAH TECHNOLOGY CO., LTD., XU DONG, TANG BENGUO, WANG XIAOTONG, MA LI and XIAO XIANQUAN signed the Share Subscription Agreement and the Shareholders’ Agreement;

WHEREAS, the Seller will perform its obligations in the “Non-competition Undertaking Agreement” issued to and the “Exclusive Service Agreement” signed with the Purchaser as of the signing date of this Agreement;

WHEREAS, at Closing, the Seller shall guarantee to invest the Purchased Assets in the Purchaser, and the Purchaser shall assist the Seller in completing such investment;

WHEREAS, the investors of the Purchaser and all shareholders of the Seller have signed the “Equity Transfer Agreement” about Shenzhen New Noah Technology Co., Ltd. (“New Noah”) (“New Noah Equity Transfer Agreement”) before the signing date of this Agreement, under which all the equities held by all the shareholders of the Seller in New Noah have been transferred to the investors of the Purchaser;

WHEREAS, the Purchaser, the Seller and Tang Benguo intend to sign the “Equity Transfer Agreement” about Chengdu Noah Electronic Co., Ltd. (“Chengdu Noah”) (“Chengdu Equity Transfer Agreement”) after the signing date of this Agreement, under which 50% of the equities held by the Seller and Tang Benguo in Chengdu Noah will be transferred to the Purchaser;

5

WHEREAS, the Purchaser and the Seller intend to sign the “Call Option Agreement” about Sichuan Nanshan Bridge Microelectronics Co., Ltd. (“Nanshan Bridge”) (“Nanshan Call Option Agreement”) after the signing date of this Agreement to grant the Purchaser an option to purchase the 18.7672% equity held by the Seller in Nanshan Bridge at a price of RMB 21.8 million;

WHEREAS, the Purchaser and Sichuan Huali Investment Co., Ltd. (“Huali Investment”) intend to sign the “Equity Transfer Agreement” about Nanshan Bridge (“Nanshan Equity Transfer Agreement”) as of the signing date of this Agreement to transfer all the 13% equity held by Huali Investment in Nanshan Bridge to the Purchaser;

WHEREAS, the Purchaser and Lan Yong intend to sign the “Equity Transfer Agreement” about Nanjing Jiuzhou Fangyuan Technology Co., Ltd. (“Jiuzhou Fangyuan”) (“Jiuzhou Equity Transfer Agreement”) as of the signing date of this Agreement to transfer all the 5% equity held by Lan Yong in Jiuzhou Fangyuan to the Purchaser; and

WHEREAS, the Purchaser will sign the “Shareholders’ Agreement” with Nanshan Bridge’s other shareholders and the “Shareholders’ Agreement” with Jiuzhou Fangyuan’s other shareholders.

Agreement

In consideration of the premises and mutual covenants and conditions specified herein, both parties agree as follows:

Chapter 1 Definitions

The following terms used in the Agreement shall have the following meanings:

“Confidential Information” includes, but is not limited to, any and all information (such as financial information, trade secrets, processes, patents or trademark applications, product developments, operations, methods, personnel data, etc) of either party relating to this Agreement as well as any other information relating to the transactions contemplated under the Transaction Agreements held by the other party on the Closing Date provided by either party to the other party.

“Tax Return” shall mean the tax returns and other tax documents of state and local tax bureaus.

“Assumed Obligations” has the meaning as defined in Article 2.7 below.

“Purchased Assets” has the meaning as defined in Article 2.2 below.

“Transferred Contract” has the meaning as defined in Article 2.2(c).

“Immovable Property Rights” has the meaning as defined in Article 3.10.

“Immovable Property Transfer Arrangement” has the meaning as defined in Article 8.6(b).

“Non-competition Undertaking Agreement” shall mean the agreement signed by the Seller or any of its Affiliates and the Purchaser as of the signing date of this Agreement, under which the Seller or any of its Affiliates makes the undertaking to the Purchaser about not competing with the Purchaser or any of its Affiliate.

“Award” shall mean any ruling, order, judgment, decree, injunction or instruction, whether preliminary or final, made by any judicial, administrative, industrial and commercial, intellectual property and other government authorities.

6

“Cayman Company” shall mean Noah Technology Holdings Ltd., a limited liability company incorporated under the laws of the British Cayman Islands, whose registered address is: Walkers SPV Limited, Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman Islands and which is the foreign investor of the Purchaser.

“Chengdu Equity Transfer Agreement” has the meaning as defined in WITNESSTH part.

“Chengdu Noah” has the meaning as defined in WITNESSTH part.

“Assumed Environmental Protection Obligations” includes, but is not limited to: (a) Post Closing Pollution; (b) the exposure of any Person to Post Closing Pollution in the course of or due to any activity of the Electronic Plant, Purchased Assets or Noah Operations on or after the Closing Date; (c) at or after Closing, violations of the Environment Laws owing to or attributable to the activities of the Electronic Plant, Purchased Assets or Noah Operations; (d) any claim, accusation, lawsuit, arbitration, legal proceedings or investigation made or to be made by any third party (including, but not limited to, Government Authorities) due to any of Items (a)-(c) hereof; and/or (e) any expenses, payment, charges, tax, compensation or indemnity arising from any of Items (a)-(c) hereof, but excluding the expenses paid due to the pollution existence, exposure, violation, claim by victim, request and requirement of environmental protection bureau as listed in Items (a)-(e), which relate to or result from the activities of the Seller before the Closing Date and are attributable to the Seller.

“Excluded Immovable Properties” has the meaning as defined in Article 2.3(e).

“Exclusion Appendix” shall mean the Exclusion Appendixes attached to this Agreement, i.e. Annex A-1 relating to the Seller and Annex A-2 relating to the Purchaser.

“Excluded Obligations” has the meaning as defined in Article 2.8.

“Excluded Intangible Assets” has the meaning as defined in Article 2.3(b).

“Excluded Assets” has the meaning as defined in Article 2.3.

“Guaranty Right” shall mean any lien, right of charging, security interest, right of mortgage, right of pledge, encumbrance or other similar limitations arising from any agreement, law or other reasons.

“Electronic Plant” shall mean Seller’s Shenzhen Noah Industrial Co., Ltd. Electronic Plant, whose address is 4F, 5# Building, Fanshen Xusheng Industry Park, Shiyan Town, Baoan District, Shenzhen.

“Exclusive Service Agreement” shall mean the agreement signed by the Seller and the Purchaser on the signing date of this Agreement, by which the Seller will only provide related services to the Purchaser.

“Warranty Related Rights” has the meaning as defined in Article 2.2(f).

“Law” shall mean any an all provincial, municipal and local laws, regulations and rules.

“Real Estate Right Certificate” shall mean the house ownership and land use right certificates issued by the Land Administration Authorities, which prove the house ownership and land use rights of the Seller or the Purchaser and reflect the division of the site and the Transferred Immovable Property Rights transferred to the Purchaser.

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“Purchase Price” has the meaning as defined in Article 2.9.

“Affiliate” shall mean, as to any Person, any other Person which directly or indirectly controls, or is controlled by or is under common control with such Person.

“Contract” shall mean any agreement, lease, subletting, license, sublicense, contract, loan documents or any other contract creating binding obligations, including the amendments, supplements or corrections thereto.

“Huali Investment” has the meaning as defined in WITNESSTH part.

In this Agreement, “Environment Law” shall mean any applicable effective laws, regulations and rules in China relating to or in connection with: (a) environment, or dispersion, discharge, production, emission or expected emission of pollutants, contaminants, poisonous or hazardous chemical or industrial substances or wastes into environment (including, but not limited to, surrounding air, soil, surface water, underground water, marsh, land and subterranean layer), or the manufacturing, processing, distribution, use, treatment, storage, disposal, transport or operation of any Hazardous Substances ; or (b) the protection of human health safety regarding any item of (a) hereof.

“Closing” has the meaning as defined in Article 5.1(b).

“Post Closing Pollution” shall mean that any Hazardous Substance exists in the soil, underground water, surface water, air or building materials of the Electronic Plant and the Immovable Properties in the Transferred Immovable Property Rights, and arises from or out of or result from, or is attributable to the Electronic Plant, Noah Operations or Purchased Assets on the Closing Date or thereafter.

“Pre-closing Pollution” shall mean that before the Closing Date, any Hazardous Substance exists in the soil, underground water, surface water, air or electronic parts or products of the Electronic Plant due to Noah Operations.

“Pre-closing Preparation” has the meaning as defined in Article 5.1(a).

“Closing Date” has the meaning as defined in Article 5.1(b).

“Transaction Agreement” shall mean this Agreement, Non-competition Undertaking Agreement, Exclusive Service Agreement, New Noah Equity Transfer Agreement, Chengdu Equity Transfer Agreement, Nanshan Call Option Agreement, Nanshan Equity Transfer Agreement and Jiuzhou Equity Transfer Agreement.

“Jiuzhou Equity Transfer Agreement” has the meaning as defined in WITNESSTH part.

“Retained Environmental Obligations” shall mean any responsibility, obligation, judgment, penalty, fine, costs or expenses (including reasonable lawyer’s expenses and environment consulting expenses) relating to or arising from any representation or warranty made by the Seller in Article 3.9 (Environment Issues) below, or any compensation, defense or indemnity towards any Person. Without limiting the generality of the foregoing, Retained Environmental Obligations include any responsibility, obligation, judgment, penalty, fine, costs or expenses (including reasonable lawyer’s expenses and environment consulting expenses), or any compensation, defense or indemnity towards any Person caused by or arising from: (i) the Pre-closing Pollution caused by the Seller; (ii) the Pre-closing Pollution that is not caused by the Seller, but for which the Seller undertakes the legal

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responsibility in accordance with the effective laws applicable as of the Closing Date; (iii) the movement by the Seller of the Pre-closing Pollution to any other Immovable Properties or their soil, underground water, surface water, air or building materials at any time before, on or after the Closing Date, unless otherwise specified in Items (i) and (ii) hereof; (iv) the exposure by any Person to Pre-closing Pollution or Hazardous Substances in the course of or due to any activity in the Electronic Plant before the Closing Date, regardless of whether the impact of such exposure on health is reflected on the Closing Date; (v) violations by the Seller of any Chinese Environment Laws relating to the ownership of the Noah Operations or Purchased Assets before the Closing Date; (vi) any claim, accusation, lawsuit, arbitration, legal proceedings or investigation made or likely o be made by any third party (including, but not limited to, any Government Authorities) with respect to any item hereof.

“Lan Yong” mean a citizen of the People’s Republic of China, whose last name and first name are Lan and Yong respectively and whose ID card number is 511102601119001.

“Purchaser” has the meaning as defined in the foreword part.

“Seller” has the meaning as defined in the foreword part.

“Nanshan Call Option Agreement” has the meaning as defined in WITNESSTH part.

“Nanshan Equity Transfer Agreement” has the meaning as defined in WITNESSTH part.

“Nanshan Bridge” has the meaning as defined in WITNESSTH part.

“Noah” has the meaning as defined in the foreword part.

“Noah Shenzhen Employees” has the meaning as defined in Article 9.1.

“Noah Non-local Assigned Employees” has the meaning as defined in Article 9.1.

“Noah Operations” shall mean the current operations of the production and management of Noah, i.e. all acts of the Seller to produce and sell qualified products for Noah in accordance with all Noah’s process requirements. “Noah Operations” includes the procurement of electronic products and parts and raw materials, design, production, final test, assembly, selling or distribution of electronic products, etc.

“Noah Employees” shall mean all employees confirmed by the Seller to serve the Noah Operations and listed in Appendix Articles 9.1(1) and 9.1(2).

“Default of Disclosure” has the meaning as defined in Article 8.3(d).

“Person” shall mean any individual, partnership, limited liability company, association, trust or other entity or organization, including Government Authorities.

“Subscription Agreement” has the meaning as defined in WITNESSTH part.

“Purchase Proposal” has the meaning as defined in Article 8.4(c).

In this Agreement, “Tax” shall mean any and all state and local taxes and fixed assessments as well as other charges, expenses, reserves, welfare tax, duties, surtaxes and tax obligations imposed by the government on the present transaction.

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“Transferred Immovable Property Right” has the meaning as defined in Article 2.2(e).

“Transferred Equity” has the meaning as defined in Article 2.2(i).

“Transferred Automobile” has the meaning as defined in Article 2.2(g).

“Transferred Documents and Records” has the meaning as defined in Article 2.2(h).

“Tang Benguo” shall mean a citizen of the People’s Republic of China, whose last name and first name are Tang and Benguo respectively and whose passport number is G04339504.

“Land Administration Authorities” shall mean the house and land administration bureau to which the Seller and the Purchaser shall apply for the Real Estate Right Certificate.

“Documents and Records” shall any and all documents, files, records, correspondences, instruments and account books, including, without limitation, manuals, business data, list of sellers and suppliers, general ledger, ledgers, reports, computer documents, records of employee and personnel, notes and logs.

“Hazardous Substance” shall mean any solid, liquid or gaseous substances in the state of independence, combination, mixing or dissolution, which are defined, marked or recognized as “hazardous” (including “substance” or “waste”), “poisonous”, “pollutant”, “contaminant” or other words of similar meanings in any applicable Chinese Environment Laws, including asbestos, chlorinated solvent, benzene, fuel, petroleum (including its derivatives, byproducts or hydrocarbons), as well as any other hazardous, explosive, corrosive, flammable, infectious, poisonous, radioactive, carcinogenic or mutagenic substances.

“Agreement” shall mean this Asset Purchase Agreement and all appendixes and annexes thereto.

“New Noah” has the meaning as defined in WITNESSTH part.

“New Noah Equity Transfer Agreement” has the meaning as defined in WITNESSTH part.

“Permit” shall mean the permits, certificates, licenses, certificates of approval, certificates of authorization, authorizations, registrations, consents or approvals granted or issued by, or required by or obtained from the Government Authorities.

“Business Contract” shall have the meaning as defined in Article 3.8.

“Intangible Assets” shall have the meaning as defined in Article 2.2(a).

“Permitted Guarantee” shall mean (a) the guarantee right for the taxes, assessments or other government charges that are still not due and payable; (b) the right of way, limitation, encumbrance, contract, condition or right of possession, or any other restriction on the immovable properties set by the Government Authorities and influencing the Electronic Plant; (c) the guarantee right arising at law (not contracts); or (d) the guarantee rights created under the Transaction Agreements.

“Government Authorities” shall mean any legislation, enforcement or judicial departments of any domestic government institutions, or their divisions, committees, associations, departments, bureaus, officials, or other management, administrative or judicial institutions.

“Dispute” has the meaning as defined in Article 14.2.

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“Know”, with respect to the Seller or the Purchaser, shall mean: (a) as to the Seller, knowing by the Seller means the actual understanding of Seller’s officers after due and careful inquiries of the persons employed by the Seller and reasonably expected to know the facts or other related matters; and (b) as to the Purchaser, knowing by the Purchaser means the actual understanding of Purchaser’s officers after due and careful inquiries of the persons employed by the Purchaser and reasonably expected to know the facts or other related matters.

“Intellectual Property Administration Authorities” shall mean the intellectual property administration bureau to which the Seller and the Purchaser shall apply for the Intellectual Property Certificate.

“Intellectual Property Certificate” shall mean the intellectual property certificate issued by the Intellectual Property Administration Authorities, which proves the respective intellectual properties of the Seller and the Purchaser and reflects the Transferred Intellectual Properties transferred to the Purchaser.

“Intellectual Property Transfer Arrangement” has the meaning as defined in Article 8.7(b).

“Arbitration Rules” has the meaning as defined in Article 14.3.

“Arbitration Tribunal” has the meaning as defined in Article 14.3.

“Material Adverse Impact” shall mean: (a) as to the Seller, any material adverse impact reasonably expected to have on the following: (i) the management of the Noah Operations and the Purchased Assets (as a whole); or (ii) Seller’s ability of performing its obligations under the Transaction Agreements; and (b) as to the Seller, any material adverse impact reasonably expected to have on the following: (i) the businesses or assets of the Purchaser and its subsidiaries and joint ventures (as a whole); or (ii) Purchaser’s ability of performing its obligations under the Transaction Agreements. Notwithstanding the foregoing, the situation influencing the electronic product industry or Chinese economy as a whole shall not be separately or jointly regarded as a Material Adverse Impact.

“China” has the meaning as defined in the foreword part.

“China International Economic and Trade Arbitration Commission Shanghai Sub-commission” has the meaning as defined in Article 14.3.

“Transferred Employees” shall mean all accepted Noah employees employed by the Seller or its Subsidiaries.

“Subsidiary”, with respect to a Person, shall mean any corporation, company or other entity, the portion of whose securities or other ownership interest representing the right to vote for the election of the most members of the board of directors or other similar managing authority of such corporation, company or other entity is owned by such Person or its Subsidiary or Subsidiaries.

Chapter 2 Asset Purchase and Sale

2.1 Purchase and Sale

Subject to the terms and conditions of this Agreement, the Seller agrees to convey, assign, deliver and transfer to the Purchaser at Closing, and the Purchaser agrees to purchase from the Seller and accept all rights and interests (including ownership) of the Seller in the Purchased Assets and take over the obligations and responsibilities related to the Purchased Assets at Closing.

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2.2 Purchased Assets

The following assets are collectively referred to as “Purchased Assets”:

(a) Tangible assets listed in Appendix Article 2.2(a) (“Tangible Assets”);

(b) Subject to Article 8.4(b)(i), Noah’s raw material inventories on the Closing Date;

(c) Subject to Articles 2.6 and 8.5, the rights under the contracts as listed in Appendix Article 2.2(c) (“Transferred Contracts”);

(d) Seller’s Documents and Records that (i) are directly related to (A)Transferred Employees as set forth In Article 10.2; (B) Purchased Assets; or (C) management of Noah Operations; or (ii) are necessary for the ownership and use of Noah Operations or Purchased Assets (“Transferred Documents and Records”);

(e) Immovable Property Rights as listed in Appendix Article 2.2(e) (“Transferred Immovable Property Rights”);

(f) Seller’s warranties, representations and guarantees based on suppliers, manufacturers, carriers, processors, agents or vendors, or its pre-closing right, claim, credit, cause of action or right of offsetting or counterclaim involving the Tangible Assets at Closing over suppliers, manufacturers, carriers, processors, agents or vendors (“Warranty Related Rights”);

(g) All automobiles owned by the Seller as listed in Appendix Article 2.2(g) (“Transferred Automobiles”);

(h) All intellectual property rights owned by the Seller as listed in Appendix Article 2.2(h) (“Transferred Intellectual Properties”);

(i) The equity owned by the Seller as listed in Appendix Article 2.2(i) (“Transferred Equity”);

(j) The tax refund based on the pre-closing operation of the Transferred Assets;

(k) Other Seller’s assets except the Excluded Assets as set forth in Article 2.3, including, without limitation, cash, cash equivalents, receivables, payables, business and equal rights, titles and interests.

The value of the Transferred Assets hereof shall not be below RMB 76.02 million (including RMB 3.71 million donated by the Seller to the Purchaser); the value of the New Noah equity transferred to Cayman Company shall not be below RMB 10 million; the value of the 13% equity in Nanshan Bridge to be transferred by Sichuan Huali Investment Co., Ltd. to the Purchaser shall not be below RMB 15.5 million; the value of the 5% equity in Jiuzhou Fangyuan to be transferred by Lan Yong to the Purchaser shall not be below RMB 100,000. The total value of the net assets of relevant asset transfers shall not be less than RMB 101.62 million.

2.3 Excluded Assets

Notwithstanding any provision in Article 2.2 to the contrary, the Seller will reserve and not transfer,

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and the Purchaser will not purchase, any and all rights and interests (including ownership) in the Seller’s assets other than the Purchased Assets, including, but not limited to, not selling or transferring the following assets to the Purchaser (collectively “Excluded Assets”):

(a) Seller’s company registration certificate, business qualification certificate, certified tax agent arrangement, taxpayer and other identity numbers, seals, minutes of meeting as well as other documents relating to the organization, maintenance and existence of the Seller as a company;

(b) Tangible assets as listed in Appendix Article 2.3(b) (“Excluded Tangible Assets”);

(c) Seller’s pre-closing right, claim, credit, cause of action or right of offsetting or counterclaim relating to Excluded Assets or Excluded Obligations, other than the Warranty Related Rights;

(d) The permits, approvals and certificates of the Seller or any of its Affiliates;

(e) Immovable properties as listed in Appendix Article 2.3(e) (“Excluded Immovable Properties”); and

(f) The interests under the “Contract for Joint Purchase of the Land for Housing Construction” signed by Chengdu Noah and Sichuan Huali Real Estate Development Co., Ltd. (including RMB 15.5 million already invested by Chengdu Noah to purchase land use rights).

2.4 Non-competition

The Seller undertakes that after Closing, the Seller, any of its Affiliates and their officers will not, directly or indirectly, engage in or do any business or act that competes or is likely to compete with Purchaser’s business. For this reason, the Seller will issue the “Non-competition Undertaking Agreement” to the Purchaser.

2.5 Equity Transfer

The Purchaser (or any of its Affiliates) and the Seller (or any of its Affiliates) will enter into the New Noah Equity Transfer Agreement, Chengdu Equity Transfer Agreement, Nanshan Call Option Agreement, Nanshan Equity Transfer Agreement and Jiuzhou Equity Transfer Agreement regarding New Noah, Chengdu Noah, Nanshan Bridge and Jiuzhou Fangyuan respectively.

2.6 Non-transferable Contracts

Transfer of any Transferred Contract or transfer of any claim or right or any interest or obligation under or arising from any Transferred Contract shall constitute a violation or breach of or default under such Transferred Contract without the consent of the relevant third party to such Transferred Contract or if such consent is not obtained at or before Closing; this Agreement shall not constitute an agreement concerning the transfer of the claim or right or interest or obligation hereof. Subject to Article 8.5, as for any such Transferred Contract whose transfer requires the consent of a third party, the Seller and the Purchaser will take reasonable commercial efforts (which do not require the Seller or the Purchaser to make any payment to any third party) to obtain the written consent of such third party to any such transfer. The Purchaser acknowledges that all or some Transferred Contracts may be non-transferable. If the Seller cannot obtain the consent with respect to the transfer of any Transferred Contract at or before Closing, the Seller and the Purchaser will, to the extent being permitted by applicable laws and the applicable terms and conditions contained in the Transferred Contract,

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conclude an arrangement (including subcontracting, subletting, sublicensing or otherwise) that takes effect on the Closing Date and is to the reasonable satisfaction of the Purchaser and the Seller. Subject to this arrangement, the interests under the said Transferred Contract shall be transferred to the Purchaser and the Seller shall forthwith pay to the Purchaser all payments or other considerations actually received by it under all the said Transferred Contracts, less any and all costs or expenses actually paid by the Seller. In any case, such arrangement shall be conditioned on the performance by the Purchaser of its obligations under the said Transferred Contracts.

2.7 Takeover of Obligations

Subject to the terms and conditions of this Agreement, on the Closing Date or thereafter, the Purchaser agrees to take over the following obligations (collectively “Taken-over Obligations”):

(a) The responsibilities, obligations or legal proceedings arising from the Transferred Contracts on the Closing Date or thereafter;

(b) Taken-over environment obligations; and

(c) Purchaser’s claims, causes of action, agreements, duties, liabilities, responsibilities or obligations needing to be paid, arising from or in connection with the Purchased Assets or Noah Operations on the Closing Date or thereafter, any operations regarding any term commencing on the Closing Date or thereafter (in all circumstances) or any act, event or omission on the Closing Date or thereafter, whether direct or indirect, cumulative or non-cumulative, known or unknown, absolute or accidental.

2.8 Excluded Obligations

Notwithstanding any provision herein to the contrary, the Purchaser shall not undertake and not be obliged to pay, perform, assume or exempt the Seller or any of its Affiliates from any responsibility or obligation relating to any term before the Closing Date (in all circumstances), whether direct or indirect, cumulative or non-cumulative, known or unknown, absolute or accidental, but excluding the Taken-over Obligations (all the said responsibilities and obligations not taken over are hereinafter referred to as “Excluded Obligations”). Without the limiting the generality of the foregoing, the following rights and obligations relating to the management of Noah Operations and the Purchased Assets shall not be taken over by the Purchaser, but retained by the Seller:

(a) The tax responsibilities or obligations arising from or relating to the management of Noah Operations or the use or ownership of the Purchased Assets before the Closing Date, which shall be borne by the Seller before the Closing Date;

(b) Employee benefit or remuneration arrangement arising from or relating to the employment by the Seller of any person before the Closing Date, or claim, creditor’s right, liquidated damages, responsibility or obligation arising therefrom or in connection herewith, as well as the severance and termination pays payable to each employee in accordance with and upon consummation of the transactions contemplated by this Agreement;

(c) Seller’s responsibilities or obligations for the Excluded Assets;

(d) Seller’s responsibilities or obligations for the contracts other than the Transferred Contracts;

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(e) The responsibilities or obligations arising from or relating to any lawsuit or arbitration that results from the Purchased Assets or the management by the Seller of the Noah Operations before the Closing Date;

(f) Retained environmental obligations.

2.9 Consideration

At Closing, the Purchaser shall pay to the Seller a purchase price totaling RMB 35 million, which constitutes a good, valuable and sufficient consideration for the Purchased Assets. The Purchaser shall transfer such purchase price to the account designated by the Seller in writing within three years after the Closing Date.

Chapter 3 Seller’s Representations and Warranties

In this Agreement, Seller’s representations and warranties below shall be amended and excluded pursuant to the written provisions in Annex A-1, i.e. Seller’s Exclusion Appendix. Any information disclosed in any provision below shall be deemed as having been disclosed in all other provisions, as long as it seems that such information reasonably and apparently applies to other provisions. Unless otherwise provided for in Seller’s Exclusion Appendix, the Seller shall make the following representations and warranties to the Purchaser on the signing date of this Agreement and the Closing Date:

3.1 Existence and Qualification

The Seller is a limited liability company duly organized, validly existing and in good standing under Chinese laws. The Seller has all the requisite ability and authority to own, operate or lease its assets and engage in its current businesses (including the management of Noah Operations). The Seller has obtained the license or qualification for its business in each jurisdiction where such license or qualification is required. Seller’s business license is fully valid. The latest version of Seller’s articles of association complies with the requirements of applicable Chinese laws and is fully valid.

3.2 Due Execution

The Seller or any of its Affiliates has all the requisite ability and authority to sign, execute and deliver this Agreement, Non-competition Undertaking Agreement, Exclusive Service Agreement and each other Transaction Agreement to which it is a party, to perform the obligations under such agreements and consummate the transactions under such agreements. The performance by the Seller of the Transaction Agreements to which it is party and the transactions under such agreements has been duly approved by Seller’s board of directors and/or shareholders’ meeting. Each Transaction Agreement to which the Seller is a party has been or will be appropriately and effectively executed and delivered by the Seller on the Closing Date and at Closing, constitutes a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its provisions, but unless restricted due to bankruptcy, insolvency, reorganization, delayed compensation or similar laws. Except as otherwise specified in Article 3.2 of Seller’s Exclusion Appendix, no consents other than those already obtained by the Seller or any of its Affiliates on the date of this Agreement are required from any shareholder or creditor of the Seller or any of its Affiliates with respect to the execution and delivery of this Agreement, Non-competition Undertaking Agreement or other Transaction Agreements or the performance of the obligations under such agreements by the Seller or any of its Affiliates.

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3.3 Non-violation

Unless mentioned in Article 3.3 of Seller’s Exclusion Appendix, the execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated under such agreements by the Seller will not (a) require the consent, approval and authorization of any Person (instead of any Government Authorities); (b) violate any law applicable to the Seller, in which violation will result in any criminal liability or any civil liability separately or jointly exceeding RMB 415,000; (c) conflict with, violate or breach Seller’s latest articles of association, or any contract, mortgage, trust deed or other contract to which the Seller is party and which binds upon the Seller or any Purchased Assets, unless such violation or breach will result in any criminal liability or any civil liability separately or jointly exceeding USD 50,000. To the Seller’s knowledge, there is no situation that the Transaction Agreements are invalid in accordance with the Chinese laws and regulations governing bankruptcy, liquidation and insolvency.

3.4 Taxes

(a) The Seller has declared all Tax Returns relating to and necessary for the taxes of Noah Operations, Purchased Assets and Taken-over Obligations on time in accordance with current laws, and such Tax Returns are true, correct and complete in all material respects;

(b) The Seller (i) before Closing, has paid or has been caused to pay all taxes payable by the Seller arising from or in connection with Noah Operations, Purchased Assets and Taken-over Obligations, including those required by laws and excluding those involved in disputes; and (b) will withhold and remit or be caused to withhold and remit all individual income tax, social security, state insurances and other taxes that must be withheld and remitted relating to Noah Employees before Closing, including those required by Chinese laws.

(c) Except for the contents as listed in Article 3.4(c) of Seller’s Exclusion Appendix, there are no audits or other inspections, checks or assessments in progress regarding any of Seller’s Tax Returns of Noah Operations and Purchased Assets. The Seller or any of its Affiliates has not received any requirement for such audit or other inspection, check or assessment.

(d) There are no guarantee right on the Purchased Assets or Electronic Plant (including that immediately after Closing) arising from or relating to Taxes (except unexpired Taxes).

3.5 Lawsuits

Except the provisions in Article 3.5 of Seller’s Exclusion Appendix, the Seller is not involved in any lawsuit, claim, arbitration or other proceedings (administrative or otherwise) related to Noah Operations, Purchased Assets, other transactions under the Transaction Agreements and escrow agreements, and currently, there are no such lawsuit, claim, arbitration or other proceedings or investigation that are pending. To the Seller’s knowledge, there are no lawsuit (legal or administrative) arbitration or other proceedings threatened against the Seller with respect to Noah Operations, Purchased Assets, transactions under the Transaction Agreements and escrow agreements. To its knowledge, the Seller has not violated any Award relating to the management of Noah Operations.

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3.6 Property Rights of Tangible Assets

Except Permitted Guarantees, the Seller owns all the property rights of the Tangible Assets (excluding the inventories disposed of in the normal course of business) and does not share such property rights with any other Person, and no guarantee rights are created on the Tangible Assets; except the provisions in Article 3.6 of Seller’s Exclusion Appendix, there are no guarantee rights on the Purchased Assets received by the Purchaser excluding Permitted Guarantees at Closing.

3.7 Regulatory Compliance

To the Seller’s knowledge, except the provisions about the Taxes in Article 3.4 hereof, the provisions about environment issues in Article 3.9 hereof and the provisions about Immovable Property Rights in Article 3.10 hereof: except the provisions in Article 3.7 of Seller’s Exclusion Appendix, to its knowledge, the Seller has complied with all the laws applicable to the Noah Operations or the ownership of the Purchased Assets in all material respects. To its knowledge, the Seller has not received from any Government Authorities any written notice stating that the management of Noah Operations or Seller’s possession of the Purchased Assets violates the laws having a significant influence upon Noah Operations.

3.8 Contracts and Undertakings

As of the signing date of this Agreement, all the contracts to which the Seller is a party and that are directly related to Noah Operations or Purchased Assets, are still being performed and meet the following descriptions are collectively referred to as “Business Contracts”:

(a) Security interest of above USD 50,000 on the Purchased Assets;

(b) Annual fund earnings of above USD 50,000;

(c) The Transferred Contracts that involve expenditures of above UD 50,000 and cannot be terminated by the Seller by giving a prior ninety (90) days notice;

(d) The license agreements by which the Seller licenses any software or other third-party technology necessary for Noah Operations to others;

(e) The lease agreements, contracts or other arrangements that involve an amount of above USD 50,000 and cannot be terminated by the Seller by giving a prior ninety (90) days notice and in which the Seller obtains from third parties the properties and assets necessary for the management of Noah Operations or the Seller uses any assets or properties of other parties or co-owned by the Seller and the other parties not described in the other paragraphs of Article 3.8 (or any relation determined by such description) in the course of the management of Noah Operations;

(f) Any contract that binds upon the Seller with respect to any business or the competition with any Person or unit and which will restrict the Purchaser’s freedom after the Closing Date.

Except for the Business Contracts that can be terminated before Closing as listed in Article 3.8 of Seller’s Exclusion Appendix, each Business Contract constitutes a valid and binding obligation of the Seller. To the Seller’s knowledge, the other parties to each Business Contract are bound. To the Seller’s knowledge, there is no event that constitutes the violation or breach of the material provisions of any Business Contract by the Seller or other parties.

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3.9 Environment Issues

As for the management of Noah Operations or the use or operation of Purchased Assets:

(a) The design, construction, delivery, operation and use of the Electronic Plant comply with all applicable Environment Laws in all material respects.

(b) Except for the provisions in Article 3.9 of Seller’s Exclusion Appendix, the Seller has any and all permits, licenses, authorizations and approvals required by applicable Environment Laws, and complies with such permits, licenses, authorizations and approvals in material respects.

(c) There are no notices, investigations or proceedings about the administrative or judicial actions (civil or criminal), lawsuit, request for arbitration, demand, letter of claim, penalty, arrears, punishment, claim, guarantee right, noncompliance or violation pending or to the Seller’s knowledge, threatened against the Seller, with respect to the compliance with the Applicable Environment Laws.

(d) To its knowledge, the Seller is unaware of any reasonably expected event or case relating to the Hazardous Substances or compliance with applicable Environment Laws, in which rectification, remedy, penalty, arrears, punishment, lawsuit or other proceedings may be required, given or instituted by any Person or Government Authorities.

(e) The Seller complies with all applicable Environment Laws relating to Noah Operations in all material respects and does not assume any responsibility caused by any violation of such requirements resulting from the Noah Operations or Seller’s ownership over and use of the Purchased Assets. To the Seller’s knowledge, to the extent be reasonably foreseen by the Seller, there is no situation that may result in the said responsibility. To its knowledge, the Seller has taken reasonable measures to avoid the environment destructions that may result in third parties’ claims against the ownership, occupation, use and transfer of Noah Operations or Electronic Plant or Purchased Assets, or in the unusability of any premises owned, used or occupied by Noah Operations (including Electronic Plant) or in any Award about pollution removal or similar proceedings.

(f) To its knowledge, the Seller has cooperated with relevant Government Authorities in the investigations relating to Environment Laws, and there are no events or acts resulting in a conviction or claim against the Seller.

(g) To its knowledge, as of the Closing Date, the Seller has no reason to believe that the Purchaser has to pay large sums of funds with regard to the equipment, facilities, machineries and technologies purchased or transferred due to pollution control or reduction or compliance with other related specifications.

(h) To its knowledge, the Seller has complied with the relevant requirements of the Environment Laws in all material respects and not manufactured, stored, transported, sold or used poisonous chemicals or materials containing radioactive substances.

(i) To its knowledge, the violations or noncompliance, if any, by the Seller of the Environment Laws, have been fully corrected or remedied.

(j) To its knowledge, the Seller has furnished the relevant data and information accessible to the Purchaser and available under the representations and warranties in Article 3.9 of this Agreement.

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3.10 Immovable Property Rights

(a) Article 3.10(a) of Seller’s Exclusion Appendix gives the list of all the Immovable Properties leased out, sublet, licensed and/or occupied by the Seller and directly or mainly used for relevant Purchased Assets and Noah Operations.

(b) All the workshops and buildings in the Purchased Assets are free of significant defects, have good conditions and repairs, are reasonably maintained according to general industry standard (based on the same time and use years, except normal loss) and can fully meet and apply to the existing purpose. To the Seller’s knowledge, the structures of such workshops and buildings are firm.

(c) The Purchased Assets being used, occupied and operated as listed in Article 3.10(a) of Seller’s Exclusion Appendix do not violate all the laws applicable to buildings, zone planning and subdivisions and other land use and similar laws.

(d) Except for the items as listed in Article 3.10(d) of Seller’s Exclusion Appendix, Transferred Immovable Property Rights are free of any return right or unmet precondition, and nobody has right of first refusal or right of first offer with respect to such Transferred Immovable Property Rights. Except for the items as listed in Article 3.10(d) of Seller’s Exclusion Appendix, to its knowledge, Seller’s interests in the Transferred Immovable Property Rights are not legally challenged by any Person (including any Government Authorities), and the Immovable Properties where Noah Operations is located are not occupied by any lessee (except the Seller or any of its Affiliates).

(e) Except the disclosures made in Seller’s Exclusion Appendix, to the Seller’s knowledge, (x) the Seller has paid all the outstanding expenses and fees under the Permits regarding the Transferred Immovable Property Rights to relevant Government Authorities and the other parties which are related to the ownership, use, occupation, construction, operation and maintenance of the Immovable Properties as listed in Article 3.10(a) of Seller’s Exclusion Appendix and have a contractual relation with the Seller; and (y) there are no (or to the Seller’s knowledge) claims, accusations, objections, warnings, orders or proceedings arising from the delayed payment of or failure to pay all or part of the said sums, threatened against the Seller.

3.11 Permits

Except the items as listed in Article 3.11 of Seller’s Exclusion Appendix, to its knowledge, the Seller currently holds any and all Permits necessary to manage Noah Operations as required by all Chinese Government Authorities and those for the Seller to use, possess, operate (if applicable) or hold the Purchased Assets by the signing date. To its knowledge, the Seller or any of its Affiliates has not received any notice about the cancellation, suspension or modification of any Permit regarding the management of Noah Operations.

3.12 Brokerages

The Seller has no responsibility or obligation to pay to any middleman, loan broker or agent any fees or commissions relating to the transactions contemplated by this Agreement or other Transaction Agreements likely to hold the Purchaser or any of its Affiliates responsible.

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3.13 Conditions for Purchased Assets

The Purchased Assets as well as the services, properties, assets and rights provided to the Purchaser or made available to the Purchaser from time to time under the Transaction Agreements constitute all properties necessary to manage Noah Operations as of the Closing Date, but excluding: (i) Excluded Tangible Assets in Appendix Article 2.3(b); (ii) the services provided by the Noah Employees not accepting the employment by the Purchaser; (iii) the properties, services, assets and rights as listed in Article 3.13(a)(iii) of Seller’s Exclusion Appendix; (iv) the Permits as listed in Articles 3.8(f) and 3.11 of Seller’s Exclusion Appendix; (v) the contracts relating to Noah Operations and not belonging to Transferred Contract, as listed in Article 3.13(a)(v) of Seller’s Exclusion Appendix; (vi) the Immovable Property Rights listed in Article 3.13(a)(vi) of Seller’s Exclusion Appendix and not belonging to Transferred Immovable Property Rights; and (vii) third-party technology or intellectual properties.

3.14 Further Warranties

Except as expressly set forth herein, the Seller hereby makes the express warranties as to the Purchased Assets, including the warranties of merchantability or fitness for a particular purpose.

3.15 No Significant Change

No Material Adverse Impacts happen to the Seller from the signing date of this Agreement to the Closing Date.

3.16 Employee Issues

(a) Appendix Article 9.1(1) and Article 9.1(2) give one (1) complete and accurate list of the all Noah Employees as of the signing date of this Agreement, which displays the following information of each such employee: (i) the annual salary paid by the Seller or any of its Affiliates to such employee; (ii) the quantity of the stock option or other equity compensation given to such employee in 2002 and 2003; (iii) initial date of employment; (iv) status of leave (including leave type), date of returning to work after non-disability leave and expiry date of disability leave.

(b) Before the Closing Date, all Noah Employees are (i) free of any strike, labor-capital dispute, work inefficiency or work suspension pending or threatened against the Seller; and (ii) free of any collective bargaining agreement likely to damage Purchaser’s interests, pending or threatened against the Seller or related to Seller’s Electronic Plant.

(c) Before the Closing Date, (i) there is no claim outstanding, pending or threatened against the Seller made by any Noah Employee, which is reasonably expected to possibly damage Purchaser’s interests; (ii) there is no dispute between any Noah Employee and the Seller, which has damaged or is reasonably expected to possibly damage Purchaser’s interests; (iii) there are no compensation, social security, benefits and compulsory insurances that shall be paid presently to in accordance with applicable laws or requirements, but are not paid to any Noah Employee by the Seller or any of its Affiliates and have to be borne by the Purchaser.

(d) The Seller has paid and will pay the cumulative social security, benefits, compulsory insurances and taxes as well as salaries or other sums due to the Noah Employees as of the Closing Date. The Seller has no arrears in the social security, benefits, compulsory insurances and taxes that shall be paid by it for the Noah Employees pursuant to legal requirements.

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(e) The execution or consummation of the transactions contemplated under the Transaction Agreements does not require the consent or any form of approval from any Noah Employee, including any employee that is a member of the collective bargaining organization, provided, however, that the Seller shall make every endeavor to cause all the Noah Employees to accept employment by the Purchaser.

3.17 No Notice

On or before the signing date of this Agreement, the Seller has no received any written notice stating the Seller has illegally used the trade secrets of any third party or infringed upon any intellectual property rights of any third party.

Chapter 4 Purchaser’s Representations and Warranties

Purchaser’s representations and warranties below shall be amended and excluded pursuant to Annex A-2, i.e. Purchaser’s Exclusion Appendix. Any information disclosed in any provision below shall be deemed as having been disclosed in all other provisions, as long as it seems that such information reasonably and apparently applies to other provisions. Unless otherwise provided for in Purchaser’s Exclusion Appendix, the Purchaser shall make the following representations and warranties to the Seller on the signing date of this Agreement and the Closing Date:

4.1 Organization Structure and Qualification

(a) The Purchaser is a wholly foreign-owned company duly organized and valid existing under Chinese laws;

(b) The latest version of Purchaser’s articles of association complies with all currently applicable Chinese laws and is fully valid.

4.2 Due Execution

The execution of this Agreement by the Purchaser will not violate or conflict with any provision of any contract or agreement to which the Purchaser is a party; except as otherwise specified in Article 4.2 of Purchaser’s Exclusion Appendix, no consents are required from any creditor of the Purchaser or any other third Person with respect to the execution and delivery of this Agreement and other Transaction Agreements or the performance of the obligations under such agreements by the Purchaser.

4.3 Brokerages

The Purchaser has no responsibility or obligation to pay to any middleman, loan broker or agent any fees or commissions relating to the transactions contemplated by this Agreement or other Transaction Agreements likely to hold the Seller or any of its Affiliates responsible.

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Chapter 5 Closing

5.1 Pre-closing Preparations and Closing

Subject to the terms and conditions of this Agreement:

(a) Both parties shall make preparations for the consummation of the transactions contemplated by this Agreement in China (individually “Pre-closing Preparation”). Both parties shall make Pre-closing Preparations at Jun He Law Offices’ office located at Suite C, 15F, Shenzhen Development Bank Building, 5047 Shennan East Road, Shenzhen, China. During Pre-closing Preparations, both parties shall deliver or cause to be delivered the documents as described in Articles 5.2 and 5.3 to the agency keeper for keeping until the Closing.

(b) On the first workday, i.e. 12:01 at noon (Beijing Time) (“Closing Date”), after all pre-closing conditions as specified in Chapter 6 and Chapter 7 are fulfilled, or all or part of them are given up and the two Pre-closing Preparations in Paragraph (a) hereof are fulfilled, the transactions agreed upon under this Agreement shall be deemed to be fulfilled and effective (“Closing”).

5.2 Deliverables by the Seller at Closing

At Closing, the Seller shall deliver to the Purchaser any and all documents that shall be delivered at Closing in accordance with the provisions of this Agreement or applicable legal requirements (duly executed documents), including:

(a) All already executed Transaction Agreements;

(b) (i) The copy of the resolution adopted by Seller’s board of directors about authorizing the Seller to execute, deliver and perform this Agreement, other Transaction Agreements as well as other agreements, documents or certificates to which the Seller is a party, and such resolution delivered under this Agreement shall be related to or authorize the consummation of transactions; and (ii) a certificate issued by Seller’s company secretary or officer on the Closing Date proving that such resolution is duly executed, valid and will remain in full force on the Closing Date;

(c) A certificate issued by the Seller on the Closing Date proving that the conditions in Article 6.1 have been fulfilled.

5.3 Deliverables by the Purchaser at Closing

At Closing, the Purchaser shall deliver to the Seller any and all documents that shall be delivered at Closing in accordance with the provisions of this Agreement or applicable legal requirements (duly executed documents), including:

(a) All already executed Transaction Agreements;

(b) (i) The copy of the resolution adopted by Purchaser’s board of directors about authorizing the Purchaser to execute, deliver and perform this Agreement, other Transaction Agreements as well as other agreements, documents or certificates to which the Purchaser is a party, and such resolution delivered under this Agreement shall be related to or authorize the consummation of transactions;

(c) A certificate issued by the Purchaser for the Closing on the Closing Date proving that the conditions in Article 7.1 have been fulfilled.

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Chapter 6 Preconditions for Seller’s Obligations

The preconditions for all obligations of the Purchaser to fulfill the transactions contemplated by the Transaction Agreements and make such transactions effective are that on or before the Closing Date, all the following conditions are met, but the Purchaser may waive any precondition in writing:

6.1 Accuracy and Completeness of Representations and Performance of Obligations

All the representations and warranties made by the Seller in Chapter 3 hereof shall be accurate and complete in every respect, and from the time when they are made to the Closing, shall be deemed to be made at Closing, but excluding the representations made on a specific date (which shall be accurate to such specific date). On or before the Closing, the Seller shall have performed in all material respects all the obligations it shall perform, and have complied with in all respects any and all contracts, agreements and conditions it shall perform and comply with.

6.2 Lawsuits or other Legal Acts

On the Closing Date, there shall be no confrontations, lawsuits, other legal proceedings or injunctions pending or threatened seeking to prohibit or enjoin the consummation of the transactions contemplated by the Transaction Agreements.

6.3 No Awards

There are no currently effective laws or Awards adopted, promulgated or published that may hold the transactions contemplated by the Transaction Agreements illegal or prohibit such transactions.

6.4 Immovable Property Transfer Arrangements

The Seller and the Purchaser shall have reached the Immovable Property Transfer Arrangements according to Article 8.6 hereof.

Chapter 7 Preconditions for Purchaser’s Obligations

The preconditions for all obligations of the Seller to fulfill the transactions contemplated by the Transaction Agreements and make such transactions effective are that on or before the Closing Date, all the following conditions are met, but the Seller may waive any precondition in writing:

7.1 Accuracy and Completeness of Representations and Performance of Obligations

All the representations and warranties made by the Purchaser in Chapter 4 hereof shall be accurate and complete in every respect, and from the time when they are made to the Closing, shall be deemed to be made at Closing, but excluding the representations and warranties made on a specific date (which shall be accurate to such specific date). On or before the Closing, the Purchaser shall have performed in all material respects all the obligations it shall perform, and have complied with in all respects any and all contracts, agreements and conditions it shall perform and comply with.

7.2 Lawsuits or other Legal Acts

On the Closing Date, there shall be no confrontations, lawsuits, other legal proceedings or injunctions pending or threatened seeking to prohibit or enjoin the consummation of the transactions contemplated by the Transaction Agreements.

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7.3 No Awards

There are no currently effective laws or Awards adopted, promulgated or published that may hold the transactions contemplated by the Transaction Agreements illegal or prohibit such transactions.

7.4 Immovable Property Transfer Arrangements

The Seller and the Purchaser shall have reached the Immovable Property Transfer Arrangements according to Article 8.6 hereof.

Chapter 8 Pre-closing Obligations

8.1 Further Warranties and Cooperation

(a) The Seller and the Purchaser agree to make reasonable efforts and cooperate to take or cause to be taken all actions and do or cause to be done the acts required by the laws to consummate all transactions required or contemplated by this Agreement, including, but not limited to, timely and successfully obtain (i) all consents, approvals or authorizations as listed in Article 3.3(a)(ii) of Seller’s Exclusion Appendix and Article 4.3(a)(ii) of Purchaser’s Exclusion Appendix; and (ii) the Real Estate Right Certificate as stated in Article 8.6, unless otherwise agreed upon by both parties. Each of the Purchaser and the Seller shall inform the other party as soon as possible of the correspondences received by it from relevant Government Authorities about the documents submitted for the recording by both parties and the review by the Government Authorities of such documents and the transactions contemplated by this Agreement.

(b) The Seller and the Purchaser agree to make reasonable efforts and cooperate to obtain (i) all third-party consents or other approvals necessary to transfer the Purchased Assets, Taken-over Obligations and Transferred Contracts to the Purchaser, but subject to the conditions in Article 2.6; and (ii) other Permits possibly required by relevant laws.

(c) The Seller and the Purchaser agree to comply with all related laws, including the requirements needing to be observed to undertake the Noah Operations or use the Purchased Assets or the laws likely to require both parties to perform the Transaction Agreements. Each of the Seller and the Purchaser agree not to do any immoral act or take or permit or authorize to be done any act in which its legal violation makes the other party undertake the legal responsibilities.

(d) The Seller agrees, at Purchaser’s reasonable request, to provide reasonable advices and assistances to the Purchaser so as to enable the Purchaser and Chinese Government Authorities to negotiate about the preferential treatments for Purchaser’s taxes and charges.

8.2 Looking Up

From the signing date of this Agreement to the Closing Date, at Purchaser’s reasonable request (the purpose of which is to facilitate Purchaser’s activities at the Noah after Closing), the Seller shall permit the Purchaser and its representative to look up the properties, documents and records directly related to Noah Operations or Purchased Assets within the normal working hours and under normal circumstances.

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8.3 Notices

(a) The Purchaser shall promptly inform the Seller if: its representations and warranties under this Agreement become materially untrue or inaccurate, or the Purchaser fails to materially comply with or meet any provision, condition or agreement that shall be observed under this Agreement.

(b) The Seller shall promptly inform the Purchaser if: its representations and warranties under this Agreement become materially untrue or inaccurate, or the Seller fails to materially comply with or meet any provision, condition or agreement that shall be observed under this Agreement.

(c) The data or information obtained from the notices to be given by either party pursuant to Article 8.3 or the other requirements of this Agreement shall not (i) affect the representations and warranties made by the other party under this Agreement, other Transaction Agreements or any certificate, deed or other document delivered in connection with the transactions contemplated by this Agreement, be deemed as supplements, amendments or modifications to the said representations and warranties; or (ii) affect the conditions for such party to consummate the transactions under this Agreement.

(d) Where either party discloses to the other party that its representations and warranties under this Agreement become materially untrue or inaccurate, or it fails to materially comply with any provision, condition or agreement under this Agreement (“Disclosed Default”), in accordance with Article 8.3 or other provisions of this Agreement, both parties agree to, through friendly negotiations and by making reasonable commercial efforts, solve, before Closing, any claim either party is entitled to make against the other party according to Chapter 11 (Defaulting Liabilities) after Closing.

8.4 Seller’s Acts and Noah Operations before Closing

Except as otherwise agreed upon by the Purchaser and the Seller:

(a) From the signing date of this Agreement to the Closing Date, the Seller shall (i) normally operate Noah Operations according to previous practice; and (ii) make reasonable commercial efforts to (x) keep its relations with third parties with regard to Noah Operations unaffected and (y) maintain the Purchased Assets in the normal course of business (consistent with previous practice); and (iii) comply with all significant administrative requirements applicable to Noah Operations.

(b) In addition, except the foregoing provision, the Seller shall not do any act adverse to the Purchaser with regard to pre-closing Noah Operations, including, but not limited to:

(i) sell, lease, mortgage, pledge, modify, transfer, allocate, license or otherwise dispose of the right to any Purchased Assets or the use of any Purchased Assets, excluding the disposal or use of inventories in the normal course of business;

(ii) for the important Permits necessary or required for Noah Operations, fail to make reasonable efforts to maintain their effect or update such Permits;

(iii) not maintain the normal maintenance and working status and conditions of the Purchased Assets, or not make repairs or replacements if the Purchased Assets are damaged before Closing, or not transfer the insurance compensation regarding such damages to the Purchaser at Closing or acceptance of the Purchased Assets (whichever is later);

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(iv) change, terminate or modify any Transferred Contract or waive any significant right under such contract;

(v) At or before Closing, do any act or omission that causes Seller’s representations and warranties to be inaccurate in any material respect;

(vi) Without the prior express written consent of the Purchaser, before Closing, terminate the labor relations with Noah Employees (such termination shall not include resignation) or increase the salaries of transferred employees (excluding any salary increase communicated to the Purchaser before the signing of this Agreement; and

(vii) Consent or undertake to do any of the above acts to any Person.

(c) The Seller will not, and not authorize or permit its officers, directors, affiliates, agents or representatives to, directly or indirectly, be engaged in any persuasion, discussion or offer or accept any offer or proposal from a third party with respect to the purchase of all or substantial part of Noah Operations or Purchased Assets (“Purchase Proposal”). The Seller will, and will cause its officers, directors, affiliates, agents and representatives to, immediately stop any and all discussions, exchanges and negotiations with other third parties concerning Purchase Proposals.

8.5 Termination Expenses

The Seller shall terminate any and all discussions, exchanges and negotiations with other third parties concerning Purchase Proposals at its own expenses, and bear the losses thus incurred. The Purchase shall not be obliged to bear any expenses or losses (if any) arising from such termination.

8.6 Real Estate Right Certificate

(a) The Seller and the Purchaser hereby agree: (i) cooperate in good faith to obtain from the relevant Land Administration Authorities the guiding information and other information regarding the procedures and time necessary to obtain the Real Estate Right Certificate as of the Closing Date, and (ii) cooperate in good faith to reach an agreement as to the time of applying for the Real Estate Right Certificate, which application will be submitted thirty (30) days prior to the expected Closing Date (which is to be agreed upon by the Seller and the Purchaser through negotiations) according to the current predictions of both parties and on the basis of complying with the guiding and other information obtained from the Land Administration Authorities.

(b) After obtaining the guiding information and other information as described in Article 8.6(a) from appropriate Land Administration Authorities and before applying to appropriate Land Administration Authorities for the Real Estate Right Certificate, the Seller and the Purchaser shall, as quickly as possible, execute the amendment agreements, including this Agreement, as both parties deem necessary. Such agreements or arrangements shall be based on the following points: (i) if transfer Closing matters are obtained after Closing, the Purchaser believes reasonably and in good faith that they are necessary to restrict Purchaser’s risks and worries; and (ii) if transfer Closing matters are obtained before Closing, the Seller believes reasonably and in good faith that they are necessary to restrict Seller’s risks and worries (“Immovable Property Transfer Arrangement”).

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(c) Both parties agree that except as otherwise provided for, both parties shall exercise all reasonable commercial efforts to obtain the Real Estate Right Certificates and other transfer closing matters at Closing.

8.7 Intellectual Property Right Certificate

(a) The Seller and the Purchaser hereby agree: (i) cooperate in good faith to obtain from the relevant Intellectual Property Administration Authorities the guiding information and other information regarding the procedures and time necessary to obtain the Intellectual Property Right Certificate as of the Closing Date, and (ii) cooperate in good faith to reach an agreement as to the time of applying for the Intellectual Property Right Certificate, which application will be submitted five (5) days prior to the expected Closing Date (which is to be agreed upon by the Seller and the Purchaser through negotiations) according to the current predictions of both parties and on the basis of complying with the guiding and other information obtained from the Intellectual Property Administration Authorities.

(b) After obtaining the guiding information and other information as described in Article 8.7(a) from appropriate Intellectual Property Administration Authorities and before applying to appropriate Intellectual Property Administration Authorities for the Intellectual Property Right Certificate, the Seller and the Purchaser shall, as quickly as possible, execute the amendment agreements, including this Agreement, as both parties deem necessary. Such agreements or arrangements shall be based on the following points: (i) if transfer Closing matters are obtained after Closing, the Purchaser believes reasonably and in good faith that they are necessary to restrict Purchaser’s risks and worries; and (ii) if transfer Closing matters are obtained before Closing, the Seller believes reasonably and in good faith that they are necessary to restrict Seller’s risks and worries (“Intellectual Property Transfer Arrangement”).

(c) Both parties agree that except as otherwise provided for, both parties shall exercise all reasonable commercial efforts to obtain the Intellectual Property Right Certificates and other transfer closing matters at Closing.

Chapter 9 Employee Issues

9.1 Transferred Employees

The Purchaser shall make its efforts to employ all Seller’s employees (ended on the Closing Date, whose name lists are given in Appendix 9.1(1) (“Noah Shenzhen Employees”) and Appendix 9.1(2) (“Noah Non-local Assigned Employees”). When the Purchaser employs employees according to the above requirements, it shall comply with the following provision (unless otherwise specified, the following provision applies to Noah Shenzhen Employees and Noah Non-local Assigned Employees): the post and duties of each employee shall be very similar to his/her previous post and duties at Noah.

9.2 Obligations

The Seller shall makes payments for, perform, take over or terminate the responsibilities ended on the Closing Date in relation to employed employees, including, but not limited to, any employee benefit or remuneration arrangement or claim, credit, loses or responsibilities, or any obligations arising from

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transfer of employment, including the obligations as set forth in Article 2.8(b). In addition, the Seller shall pay to Transferred Employees the paid leave and sick leave compensations ended on the Closing Date.

9.3 Continued Employment

The Seller shall endeavor to cause all Transferred Employees to establish employment relations with the Purchaser, unless Transferred Employees: (i) perform the intentional acts that materially violate work disciplines or the rules or regulations of the Purchaser or its subsidiaries or are seriously derelict of duties; (ii) commit a crime; or (iii) are still incompetent at their jobs after reasonable warning, training and post change/adjustment.

Chapter 10 Determined Closing and Post Closing Obligations

10.1 Input of Assets

At Closing, the Seller shall input all duly closed Purchased Assets and Taken-over Obligations to the Purchaser, and the Purchaser shall accept and take over such duly closed Purchased Assets and Taken-over Obligations; the Seller shall input the post-closing Purchased Assets and Taken-over Obligations approved by relevant Government Authorities to the Purchaser when they are transferred, and the Purchaser shall accept such post-closing Purchased Assets and Taken-over Obligations.

10.2 Records and Documents

(a) On the Closing Date and thereafter, at Purchaser’s reasonable request, the Seller shall permit the Purchaser and its representatives to look up and copy the accessible documents and records in Seller’s possession relating to the Purchased Assets or Noah Operations and involving any period before Closing.

(b) The Seller shall do its best to assist the Purchaser in transferring the personal data of all Transferred Employees to the Purchaser on or before the Closing Date, and furnish to the Purchaser the copies of the HR archives of all Transferred Employees.

10.3 Environment Permits

The Purchaser shall obtain all the relevant permits necessary for the transport, installation or operation of the Tangible Assets or Noah, including environment permit.

10.4 Further Warranties

Within the reasonable time after Closing, if reasonably requested by the other party, either party shall execute and deliver the other materials and documents in connection with the performance of the obligations under this Agreement, provide data and information and take any other requisite and appropriate action to perform the obligations under this Agreement and transfer the ownership of the Purchased Assets to the Purchaser.

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Chapter 11 Defaulting Liabilities

Should either party default under this Agreement, besides the other rights under this Agreement, the other party shall also be entitled to lodge a claim against the defaulting party with respect to its losses thus incurred.

Should either party (“Compensating Party”) violate or not fully perform any of its undertakings or warranties made under this Agreement or should its undertakings or warranties be untrue, the Compensating Party shall indemnify and hold harmless the other party and its right and obligation successors and representatives (“Compensated Party”), unless exempted by the other party in writing. The Compensating Party shall compensate the losses, debts, liabilities, impairment, expenses or any other form of damages (regardless of whether third-party claims are involved or not) thus incurred, directly or indirectly, to the Compensated Party, but the amount of compensation shall not exceed the losses possibly resulting from the violation of this Agreement that are foreseen or should be foreseen when the Compensating Party signs this Agreement.

Chapter 12 Termination

12.1 Termination or Waiver

Notwithstanding any provision herein to the contrary, this Agreement may be terminated or waived if any of the following situations occurs before Closing:

(a) The Seller and the Purchaser reach a written mutual agreement;

(b) If any court of competent jurisdiction or relevant Government Authorities issues a Award or takes any other measure to restrict, hinder or prohibit the transactions contemplated by this Agreement, and such Award or action is final and non-appealable, the Purchaser or the Seller may terminate or waive this Agreement; or

(c) If Closing still does not happen on September 30, 2004, the Seller or the Purchaser may terminate or waive this Agreement, unless otherwise consented to by both parties in writing. But if failure of Closing arises out of either party’s act or omission with respect to its performance of the obligations under this Agreement, and such act or omission is the main reason for the failure of Closing (unless such party’s failure to fulfill a specific Closing condition is beyond its control), such party may not terminate this Agreement according to Article 12.1(c).

12.2 Effect of Termination

Where either party terminates this Agreement according to Article 12.1, the obligations of both parties under this Agreement shall be terminated and neither party shall be liable to the other party. But Article 13.1 (Expenses), Article 13.3 (Confidentiality and Disclosure), Chapter 14 (Disputes), Article 15.1 (Limitation of Liability), Article 15.2 (Applicable Law) and Article 15.7 (Language) shall survive the termination of this Agreement.

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Chapter 13 General Provisions

13.1 Expenses

(a) Except as expressly specified or otherwise agreed upon by both parties, the Seller shall bear all expenses arising from its preparation and execution of this Agreement and consummation of the transactions contemplated thereby, including, without limitation, the expenses for lawyer, auditor, other representative or consultant; the Purchaser shall bear its such expenses. The Purchaser hereby agrees to pay the transaction expenses of relevant documents and the Seller hereby agrees to pay the expenses relating to the review of such translation documents.

(b) Both parties shall bear and pay on time their taxes relating to the transactions contemplated by the Transaction Agreements as required by Chinese laws.

13.2 Notices

Any notice, request, demand or other communications required or permitted to be made by either party pursuant to this Agreement shall be in writing and deemed to be duly received by the other party: (a) if by hand delivery or by fax, at the time of delivery or sending; (b) if by domestic certified overnight mail (postage prepaid), on the third workday after posting. Notices shall be delivered to the following addresses or fax numbers, indicating addressees (name or title) (or to the other address or fax number notified by one party to the other party in written form):

If to the Seller:

Shenzhen Noah Industrial Co., Ltd.

Address: Room 1001, Block A, Hi-tech and Innovation Square, Tian’an Cyber Park, Shennan West Road, Futian District, Shenzhen, China

Fax: +86(755) 8343-2793

Attn: Xu Dong

Postal code: 518084

If to the Purchaser:

Innovative Noah Electronic (Shenzhen) Co., Ltd.

Address: B1001, Tian’an High-tech Service Center, Shennan West Road, Futian District, Shenzhen

Fax:

Attn:

Postal code:

Copied to:

Baring Private Equity Partners (HK) Ltd.

39^th Floor, One International Finance Centre

1 Habour View Street

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Central

Hong Kong

Attn: Ms. Kathy Xu

Fax: (852) 2843 9372

13.3 Confidentiality and Disclosure

(a) Without the prior written consent of the other party or except as otherwise specified herein, the Purchaser and the Seller shall communicate or disclose or provide access to any confidential information of the other party to any third party. The Purchaser and the Seller shall also cause their respective affiliates, representatives, agents, officers, directors and employees to perform the above obligations. But confidential information does not include any information which: (i) is on the public domain without violating any written agreement signed by both parties; (ii) is rightfully obtained from a third party without a duty of confidentiality and without violating its contractual or legal obligations with respect to such information; or (iii) is developed independent by any Person without violating its contractual or legal obligations with respect to such information. If (x) either party or its affiliates, representatives, agents, officers, directors or employees is compulsorily required to disclose any confidential information, such party shall forthwith inform the other party in writing of such disclosure so as to enable the other party to seek projective order or other remedies, or waive the requirement for such party to perform the provisions under this article, or (y) if protective order or other remedies cannot be obtained, or such waiver is made, and such party confirms that such confidential information must be disclosed after consulting with its consultant, such party shall only provide the confidential information required by law and exercise its reasonable commercial efforts to obtain the warranty about taking confidentiality measures to protect such confidential information.

(b) Except as required by law, both parties agree and will cause their affiliates, representatives, agents, officers, directors and employees to keep confidential the terms of the Transaction Agreements (including annexes and appendixes) to any Person, unless (i) disclosure is made to their consultants and representatives so that they knows the said situation to facilitate the consummation of transactions or Purchaser’s IPO, or (ii) disclosure obtains the prior written consent of the other party.

(c) Except as required by law, without the prior consent of the other party, neither party shall release any news or make any other public disclosure (including disclosure to government officials) with respect to Transaction Agreements (including annexes and appendixes); if its consultant is of the opinion that such party, as a listed company, has to perform its obligations, such party may respond to inquiries and release the said information in the manner as it deems necessary and appropriate, provided, however, that such party (i) informs the other party of the substantial contents of proposed response or disclosure in advance; (ii) gives the other party the reasonable opportunity to raise opinions before such response or disclosure; and (iii) when confidential information is disclosed to Government Authorities, at the request of the other party, exercises reasonable commercial efforts to ensure that disclosed confidential information is treated as being confidential.

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(d) At the request of either party, the other party hereby agrees to return or destroy, or to cause to be returned or destroyed, all documents, records, notes, correspondences or analysis materials (including copies thereof) containing confidential information provided to and in the possession of such party or its affiliates, representatives, agents, officers, directors and employees in the course of evaluating the transactions contemplated by this Agreement or other documents. Such return or destruction shall be evidenced by the authorized officer of such party, but its obligations under this Agreement shall not be thus terminated.

13.4 Loss Risk

The risk of the damage to or loss of the Purchased Assets shall be borne by the Seller before Closing and borne by the Purchaser after Closing.

13.5 Conflict

In case of any conflict or discrepancy between the provisions of this Agreement and those of Share Subscription Agreement and Shareholders’ Agreement, the latter shall prevail.

Chapter 14 Disputes

14.1 Friendly Resolution

The Purchaser and the Seller hope to cooperate in a friendly way. Thus, both parties shall try to resolve all the disputes and misunderstandings arising from their rights and obligations under the Transaction Agreements (including amendments thereto) through friendly negotiations.

14.2 Negotiations

Any dispute, controversy or claim arising in connection with the Transaction Agreements or their performance, interpretation, breach, termination or validity (including the validity, scope and enforceability of these dispute provisions) (hereinafter referred to as “Disputes”) shall be resolved by both parties through friendly negotiations. Negotiations shall commence immediately after one party makes a written request for negotiations indicating the contents of dispute. All communications made pursuant to Article 14.2 shall be deemed as communications for dispute resolution and also as confidential information and will not be recognized in any subsequent arbitration and lawsuit.

14.3 Arbitration

In the event that any dispute cannot be resolved within thirty (30) days after receipt of the written request as specified in Article 14.2, either party may refer such dispute to China International Economic and Trade Arbitration Commission Shanghai Sub-commission for arbitration by its arbitration tribunal (“Arbitration Tribunal”) in accordance with its arbitration rules (“Arbitration Rules”) then in effect.

14.4 Arbitration Expenses

Both parties shall equally bear arbitration expenses, including, but not limited to, the expenses of Arbitration Tribunal. Both parties shall bear their respective expenses, costs and other consulting fees.

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14.5 Binding Award

The award adopted by the Arbitration Tribunal shall be final and binding upon both parties. Both parties expressly consent to waive the application of any law or regulations that may grant either party to make an appeal concerning the award. Thus, neither party shall make an appeal with regard to the award, and neither party shall defend the enforcement of the award favorable to the other party.

14.6 Service

Each party agrees irrevocably to deliver, in any way, the summons, notices or other documents relating to arbitration or enforcement of arbitration award or arising therefrom to the address of the other party as set forth in Article 13.2. The right of both parties to deliver summons, notices or other documents in other ways permitted by applicable laws shall not be affected by this article.

14.7 Waiver of Immunity

For the immunity from jurisdiction based on sovereign immunity or otherwise, which is already possessed by either party or possibly obtained by it from court or through legal proceedings with respect to such party or its properties, such party hereby irrevocably waives the said immunities in connection with its obligations under the Transaction Agreements to the extent being permitted by laws.

Chapter 15 Miscellaneous

15.1 Limitation of Liability

Notwithstanding the other provisions herein, in no event shall either party be liable for any special, sudden, indirect, incidental or punitive damages in connection with any claim, loss or damage arising from the acts by the other party under this Agreement.

15.2 Applicable Law

The execution, validity and performance of and resolution of disputes arising from this Agreement shall be governed by applicable Chinese laws.

15.3 Entire Agreement; Amendment

The Transaction Agreements signed by the Purchaser, the Seller and their respective Affiliates (if applicable), all agreements signed by them on the signing of this Agreement or at Closing as well as all their annexes and appendixes shall constitute the entire agreement between both parties and substitute all prior agreements with respect to the subject matter hereof. No amendments or modifications to the Transaction Agreement shall be of any force or effect except by a written instrument signed by both parties or their duly authorized representatives.

15.4 Succession and Transfer

This Agreement shall bind upon and inure to the benefit of both parties’ successors, permitted assigns and representatives. Neither party shall transfer any of its rights or obligations under the Transaction Agreements without the express written consent of the other party.

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15.5 Headings

The headings used herein are inserted for convenience of reference only and shall not constitute a part of this Agreement. Such headings shall be used to interpretation this Agreement.

15.6 Appendixes; Annexes

All appendixes and annexes attached hereto shall form an integral part of this Agreement.

15.7 Language

This Agreement is executed in triplicate in Chinese language.

15.8 Severability

Should any provision of this Agreement be held to be invalid, illegal or unenforceable, the validity and enforceability of the remainder of this Agreement shall not be affected thereby.

15.9 No Third-party Interest

This Agreement shall not grant any right or remedy to any Person other than both parties hereto and their respective successors and permitted assigns.

15.10 Non-waiver

No failure or delay on the part of either party in exercising any right or privilege shall operate a waiver thereof, nor will any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege.

(No text below)

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Signature page

IN WITNESS WHEREOF, both parties hereto have executed this Agreement as of the date first above written.

Seller: Shenzhen Noah Industrial Co., Ltd. (seal)

Signature: /s/ Xu Dong

Name:

Title:

Purchaser: Innovative Noah Electronic (Shenzhen) Co., Ltd. (seal)

Signature: /s/ Xu Dong

Name:

Title:

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Appendixes

Appendix 2.2 (a) Tangible Assets

1. Seller’s cash and inventories of not less than RMB 63.11 million (in addition, the Seller shall also donate RMB 3.71 million to the Purchaser).

2. All office equipment of the Seller, including, but not limited to, office desks, office chairs, stationery, network facilities and all other existing office equipment.

3. All production equipment of the Seller, including, but not limited to, all production lines, machines and equipment of the Electronic Plant.

4. All Tangible Assets other than Excluded Tangible Assets.

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Appendix 2.2 (c) Transferred Contracts

1. Purchase Contracts

2. Agency contracts

3. Cooperation agreements

4. Import and export contracts

5. Transport agreements

6. Entrusted processing agreements

7. Lease contracts (signed by the Electronic Plant as the lessee)

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Appendix 2.2(e) Transferred Immovable Properties

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Appendix 2.2(g) Transferred Automobiles

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Appendix 2.2(h) Transferred Intellectual Properties

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Appendix 2.2(i) Transferred Equity

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Appendix 2.3(b) Excluded Tangible Assets

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Appendix 2.3(e) Excluded Immovable Properties

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Appendix 9.1(1) Employees of Shenzhen Noah

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Annexes

Annex A-1 Seller’s Exclusion Appendix

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Annex A-2 Purchaser’s Exclusion Appendix

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EX-21.1

Exhibit 21.1

List of Subsidiaries

Wholly-Owned Subsidiaries

• Bright Sound Limited, a British Virgin Islands company

• Bright Sound Electronic Technology (Shenzhen) Co., Ltd., a People’s Republic of China company

• Noah Education Technology (Shenzhen) Co., Ltd., a People’s Republic of China company

• New Noah Technology (Shenzhen) Co., Ltd., a People’s Republic of China company

• Innovative Noah Electronic (Shenzhen) Co, Ltd., a People’s Republic of China company

• Shenzhen New Noah Education Investment Development Co., Ltd., a People’s Republic of China company

Affiliated Entity Consolidated in the Registrant’s Financial Statement

• Shenzhen Zhi Yuan Noah Internet Co., Ltd., a People’s Republic of China company

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-1 of our report dated August 31, 2007 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the convenience translation of Renminbi amounts into United States dollar amounts) relating to the consolidated financial statements and the related schedule of Noah Education Holdings Ltd. appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte Touche Tohmatsu

Deloitte Touche Tohmatsu

Hong Kong

September 24, 2007

EX-23.4

Exhibit 23.4

September 24, 2007

Noah Education Holdings Ltd.

10th Floor B Building

Futian Tian’an Hi-Tech Venture Park

Futian District, Shenzhen

Guangdong Province

People’s Republic of China

Ladies and Gentlemen:

We hereby consent to the use of our name under the captions “Risk Factors,” “Enforceability of Civil Liabilities,” “Corporate Structure,” “Regulation” and “Legal Matters” in the prospectus contained in the registration statement on Form F-1 (the “Registration Statement”), originally filed by Noah Education Holdings Ltd. on September 24, 2007, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the filing of this consent as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the regulations promulgated thereunder.

Sincerely yours,

/s/ Su Min

Su Min (Partner)

Zhong Lun Law Firm

EX-23.5

Exhibit 23.5

24 September 2007

Noah Education Holdings Ltd.

10th Floor. B Building

Futian Tian An Hi-Tech Venture Park

Futian District, Shenzhen

Guangdong Province

P.R China

Dear Sirs,

We hereby consent to the references to our name set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in your Registration Statement on Form F-1 (together with any amendments thereto, the “Registration Statement”) originally filed with the U.S. Securities and Exchange Commission on 24 September 2007. We also hereby consent to the filing of this letter as an exhibit to the Registration Statement and classification as an expert under Section 11 (a) (4) of the Securities Act of 1933, as amended.

Yours faithfully,

For and on behalf of

Greater China Appraisal Limited

/s/ Samuel Y.C. Chan

Samuel Y.C. Chan

Assistant Vice President

Business Valuation

EX-99.1

Exhibit 99.1

NOAH EDUCATION HOLDINGS LTD.

CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

Purpose

This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.

This Code applies to all of the directors, officers and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.” We also refer to our Chief Executive Officer, our Chief Financial Officer, our principal accounting officer and our controller as our “principal financial officers.”

Seeking Help and Information

This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or have any doubts about whether it is consistent with the Company’s ethical standards, seek help. We encourage you to contact your supervisor for help first. If your supervisor cannot answer your question or if you do not feel comfortable contacting your supervisor, contact the Compliance Officer of the Company, who shall be a person appointed by the Board of Directors of the Company. Xiaotong Wang has initially been appointed by the Board of Directors of the Company as the Compliance Officer for the Company. Xiaotong Wang can be reached at +86 (755) 8386 2458 and wang@noah21cn.com. The Company will notify you if the Board of Directors appoints a different Compliance Officer. You may also seek help from or submit information to the Company by writing to the Company at the email address “whistleblower@noah21cn.com.” You may remain anonymous and will not be required to reveal your identity in your communication to the Company.

Reporting Violations of the Code

All employees have a duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations or policies that apply to the Company. If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor. Your supervisor will contact the Compliance Officer, who will work with you and your supervisor to investigate the matter. If you do not feel comfortable reporting the matter to your supervisor or you do not get a satisfactory response, you may contact the Compliance Officer directly. You may also report known or suspected violations of the Code to the Company at the email address “whistleblower@ noah21cn.com.” Employees making a report need not leave their name or other personal information and reasonable efforts will be used to conduct the investigation that follows from the report in a manner that protects the confidentiality and anonymity of the employee submitting the report. All reports of known or suspected violations of the law or this Code will be handled sensitively and with discretion. Your supervisor, the Compliance Officer and the Company will protect your confidentiality to the extent possible, consistent with law and the Company’s need to investigate your report.

It is Company policy that any employee who violates this Code will be subject to appropriate discipline, which may include termination of employment. This determination will be based upon the facts and circumstances of each particular situation. An employee accused of violating this Code will be given an opportunity to present his or her version of the events at issue prior to any determination of appropriate discipline. Employees who violate the law or this Code may expose themselves to substantial civil damages, criminal fines and prison terms. The Company may also face substantial fines and penalties and many incur damage to its reputation and standing in the community. Your conduct as a representative of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.

Policy Against Retaliation

The Company prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against an employee because the employee, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment.

Waivers of the Code

Waivers of this Code for employees may be made only by an executive officer of the Company. Any waiver of this Code for our directors, executive officers or other principal financial officers may be made only by our Board of Directors or the appropriate committee of our Board of Directors and will be disclosed to the public as required by law or the rules of the New York Stock Exchange.

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CONFLICTS OF INTEREST

Identifying Potential Conflicts of Interest

A conflict of interest can occur when an employee’s private interest interferes, or appears to interfere, with the interests of the Company as a whole. You should avoid any private interest that influences your ability to act in the interests of the Company or that makes it difficult to perform your work objectively and effectively.

Identifying potential conflicts of interest may not always be clear-cut. The following situations are examples of conflicts of interest:

• Outside Employment. No employee should be employed by, serve as a director of, or provide any services to a company that is a material customer, supplier or competitor of the Company.

• Improper Personal Benefits. No employee should obtain any material (as to him or her) personal benefits or favors because of his or her position with the Company. Please see “Gifts and Entertainment” below for additional guidelines in this area.

• Financial Interests. No employee should have a significant financial interest (ownership or otherwise) in any company that is a material customer, supplier or competitor of the Company. A “significant financial interest” means (i) ownership of greater than 1% of the equity of a material customer, supplier or competitor or (ii) an investment in a material customer, supplier or competitor that represents more than 5% of the total assets of the employee.

• Loans or Other Financial Transactions. No employee should obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with banks, brokerage firms or other financial institutions.

• Service on Boards and Committees. No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably would be expected to conflict with those of the Company.

• Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest described above because they may influence an employee’s objectivity in making decisions on behalf of the Company. For purposes of this Code, “family members” include your spouse or life-partner, brothers, sisters and parents, in-laws and children whether such relationships are by blood or adoption.

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For purposes of this Code, a company is a “material” customer if the company has made payments to the Company in the past year in excess of US$200,000 or 5% of the customer’s gross revenues, whichever is greater. A company is a “material” supplier if the company has received payments from the Company in the past year in excess of US$200,000 or 5% of the supplier’s gross revenues, whichever is greater. A company is a “material” competitor if the company competes in the Company’s line of business and has annual gross revenues from such line of business in excess of US$1,000,000. If you are uncertain whether a particular company is a material customer, supplier or competitor, please contact the Compliance Officer for assistance.

Disclosure of Conflicts of Interest

The Company requires that employees disclose any situations that reasonably would be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it to your supervisor or the Compliance Officer. Your supervisor and the Compliance Officer will work with you to determine whether you have a conflict of interest and, if so, how best to address it. Although conflicts of interest are not automatically prohibited, they are not desirable and may only be waived as described in “Waivers of the Code” above.

CORPORATE OPPORTUNITIES

As an employee of the Company, you have an obligation to advance the Company’s interests when the opportunity to do so arises. If you discover or are presented with a business opportunity through the use of corporate property, information or because of your position with the Company, you should first present the business opportunity to the Company before pursuing the opportunity in your individual capacity. No employee may use corporate property, information or his or her position with the Company for personal gain or should compete with the Company.

You should disclose to your supervisor the terms and conditions of each business opportunity covered by this Code that you wish to pursue. Your supervisor will contact the Compliance Officer and the appropriate management personnel to determine whether the Company wishes to pursue the business opportunity. If the Company waives its right to pursue the business opportunity, you may pursue the business opportunity on the same terms and conditions as originally proposed and consistent with the other ethical guidelines set forth in this Code.

Confidential Information and Company Property

Employees have access to a variety of confidential information while employed at the Company. Confidential information includes all non-public information that might be

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of use to competitors, or, if disclosed, harmful to the Company or its customers. Every employee has a duty to respect and safeguard the confidentiality of the Company’s information and the information of our suppliers and customers, except when disclosure is authorized or legally mandated. In addition, you must refrain from using any confidential information from any previous employment if, in doing so, you could reasonably be expected to breach your duty of confidentiality to your former employers. An employee’s obligation to protect confidential information continues after her or she leaves the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company or its customers and could result in legal liability to you and the Company.

Employees also have a duty to protect the Company’s intellectual property and other business assets. The intellectual property, business systems and the security of the Company property are critical to the Company. Good security, working practices and procedures for Company property, all its forms, are critical in protecting the intellectual property development that fuels the Company’s growth, the livelihood of the Company’s employees and its shareholders’ investments.

Any questions or concerns regarding whether disclosure of Company information is legally mandated should be promptly referred to the Compliance Officer.

Safeguarding Confidential Information and Company Property

Care must be taken to safeguard and protect confidential information and Company property. Accordingly, the following measures should be adhered to:

• The Company’s employees should conduct their business and social activities so as not to risk inadvertent disclosure of confidential information. For example, when not in use, confidential information should be secretly stored. Also, review of confidential documents or discussion of confidential subjects in public places (e.g., airplanes, trains, taxis, buses, etc.) should be conducted so as to prevent overhearing or other access by unauthorized persons.

• Within the Company’s offices, confidential matters should not be discussed within hearing range of visitors or others not working on such matters.

• Confidential matters should not be discussed with other employees not working on such matters or with friends or relatives including those living in the same household as a Company employee.

• The Company employees are only to access, use and disclose confidential information that is necessary for them to have in the course of performing their duties. They are not to disclose confidential information to other employees or contractors at the Company unless it is necessary for those employees or contractors to have such confidential information in the course of their duties.

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• The Company’s files, personal computers, networks, software, internet access, internet browser programs, email voice mail and other business equipment (e.g. desks and cabinets) and resources are provided for business use and they are the exclusive property of the Company. Misuse of such Company property is not tolerated.

COMPETITION AND FAIR DEALING

All employees are obligated to deal fairly with fellow employees and with the Company’s customers, suppliers and competitors. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Relationships with Customers

Our business success depends upon our ability to foster lasting customer relationships. The Company is committed to dealing with customers fairly, honestly and with integrity. Specifically, you should keep the following guidelines in mind when dealing with customers:

• Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should not deliberately misrepresent information to customers.

• Employees should not refuse to sell, service, or maintain products the Company has produced simply because a customer is buying products from another supplier.

• Customer entertainment should not exceed reasonable and customary business practice. Employees should not provide entertainment or other benefits that could be viewed as an inducement to or a reward for customer purchase decisions. Please see “Gifts and Entertainment” below for additional guidelines in this area.

Relationships with Suppliers

The Company deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on price, quality, service and reputation, among other factors. Employees dealing with suppliers should carefully guard their objectivity. Specifically, no employee should accept or solicit any personal benefit from a supplier or potential supplier that might compromise, or appear to compromise, their objective assessment of the supplier’s products and prices. Employees can give or accept promotional items of nominal value or moderately scaled entertainment within the limits of responsible and customary business practice. Please see “Gifts and Entertainment” below for additional guidelines in this area.

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Relationships with Competitors

The Company is committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including antitrust laws. Such actions include misappropriation and/or misuse of a competitor’s confidential information or making false statements about the competitor’s business and business practices.

PROTECTION AND USE OF COMPANY ASSETS

Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The use of Company funds or assets, whether or not for personal gain, for any unlawful or improper purpose is prohibited.

To ensure the protection and proper use of the Company’s assets, each employee should:

• Exercise reasonable care to prevent theft, damage or misuse of Company property.

• Report the actual or suspected theft, damage or misuse of Company property to a supervisor.

• Use the Company’s telephone system, other electronic communication services, written materials and other property primarily for business-related purposes.

• Safeguard all electronic programs, data, communications and written materials from inadvertent access by others.

• Use Company property only for legitimate business purposes, as authorized in connection with your job responsibilities.

Employees should be aware that Company property includes all data and communications transmitted or received to or by, or contained in, the Company’s electronic or telephonic systems. Company property also includes all written communications. Employees and other users of Company property should have no expectation of privacy with respect to these communications and data. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephonic communication. These communications may also be subject to disclosure to law enforcement or government officials.

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GIFTS AND ENTERTAINMENT

The giving and receiving of gifts is a common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should not compromise, or appear to compromise, your ability to make objective and fair business decisions.

It is your responsibility to use good judgment in this area. As a general rule, you may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment would not be viewed as an inducement to or reward for any particular business decision. All gifts and entertainment expenses should be properly accounted for on expense reports. The following specific examples may be helpful:

• Meals and Entertainment. You may occasionally accept or give meals, refreshments or other entertainment if:

• The items are of reasonable value;

• The purpose of the meeting or attendance at the event is business related; and

• The expenses would be paid by the Company as a reasonable business expense if not paid for by another party.

Entertainment of reasonable value may include food and tickets for sporting and cultural events if they are generally offered to other customers, suppliers or vendors.

• Advertising and Promotional Materials. You may occasionally accept or give advertising or promotional materials of nominal value.

• Personal Gifts. You may accept or give personal gifts of reasonable value that are related to recognized special occasions such as a graduation, promotion, new job, wedding, retirement or a holiday. A gift is also acceptable if it is based on a family or personal relationship and unrelated to the business involved between the individuals.

• Gifts Rewarding Service or Accomplishment. You may accept a gift from a civic, charitable or religious organization specifically related to your service or accomplishment.

You must be particularly careful that gifts and entertainment are not construed as bribes, kickbacks or other improper payments. See “The Foreign Corrupt Practices Act” below for a more detailed discussion of our policies regarding giving or receiving gifts related to business transactions.

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You should make every effort to refuse or return a gift that is beyond these permissible guidelines. If it would be inappropriate to refuse a gift or you are unable to return a gift, you should promptly report the gift to your supervisor. Your supervisor will bring the gift to the attention of the Compliance Officer which may require you to donate the gift to an appropriate community organization. If you have any questions about whether it is permissible to accept a gift or something else of value, contact your supervisor or the Compliance Officer for additional guidance.

COMPANY RECORDS

Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public and guide our business decision-making and strategic planning. Company records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All Company records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are responsible for understanding and complying with our record keeping policy. Ask your supervisor if you have any questions.

ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

As a public company we are subject to various securities laws, regulations and reporting obligations. These laws, regulations and obligations and our policies require the disclosure of accurate and complete information regarding the Company’s business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

It is essential that the Company’s financial records, including all filings with the SEC be accurate and timely. Accordingly, in addition to adhering to the conflict of interest policy and other policies and guidelines in this Code, senior financial officers and Chief Executive Officer must take special care to exhibit integrity at all times and to instill this value within their organizations. In particular, these senior officers must ensure their conduct is honest and ethical that they abide by all public disclosure requirements by providing full, fair, accurate, timely and understandable disclosures, and that they comply with all other applicable laws and regulations. These employees must also understand and strictly comply with generally accepted accounting principles in the U.S. and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.

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In addition, U.S. federal securities law requires the Company to maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. The Securities and Exchange Commission (“SEC”) has supplemented the statutory requirements by adopting rules that prohibit (1) any person from falsifying records or accounts subject to the above requirements and (2) officers or directors from making any materially false, misleading, or incomplete statement to an accountant in connection with an audit or any filing with the SEC. These provisions reflect the SEC’s intent to discourage officers, directors, and other persons with access to the Company’s books and records from taking action that might result in the communication of materially misleading financial information to the investing public.

COMPLIANCE WITH LAWS AND REGULATIONS

Each employee has an obligation to comply with all laws, rules and regulations applicable to the Company operates. These include laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. You are expected to understand and comply with all laws, rules and regulations that apply to your job position. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the Compliance Officer.

COMPLIANCE WITH INSIDER TRADING LAWS

The Company has an insider trading policy, which may be obtained from the Compliance Officer. The following is a summary of some of the general principles relevant to insider trading, and should be read in conjunction with the aforementioned specific policy.

Company employees are prohibited from trading in the stock or other securities of the Company while in possession of material, nonpublic information about the Company. In addition, Company employees are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell stock or other securities of the Company on the basis of material, nonpublic information. Company employees who obtain material nonpublic information about another company in the course of their employment are prohibited from trading in the stock or securities of the other company while in possession of such information or “tipping” others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment.

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Information is “non-public” if it has not been made generally available to the public by means of a press release or other means of widespread distribution. Information is “material” if a reasonable investor would consider it important in a decision to buy, hold or sell stock or other securities. As a rule of thumb, any information that would affect the value of stock or other securities should be considered material. Examples of information that is generally considered “material” include:

• Financial results or forecasts, or any information that indicates a company’s financial results may exceed or fall short of forecasts or expectations;

• Important new products or services;

• Pending or contemplated acquisitions or dispositions, including mergers, tender offers or joint venture proposals;

• Possible management changes or changes of control;

• Pending or contemplated public or private sales of debt or equity securities;

• Acquisition or loss of a significant customer or contract;

• Significant write-offs;

• Initiation or settlement of significant litigation; and

• Changes in the Company’s auditors or a notification from its auditors that the Company may no longer rely on the auditor’s report.

The laws against insider trading are specific and complex. Any questions about information you may possess or about any dealings you have had in the Company’s securities should be promptly brought to the attention of the Compliance Officer.

PUBLIC COMMUNICATIONS AND PREVENTION OF SELECTIVE DISCLOSURE

Public Communications Generally

The Company places a high value on its credibility and reputation in the community. What is written or said about the Company in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public requests (media, analysts, etc.), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data. To ensure compliance with this policy, all

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news media or other public requests for information regarding the Company should be directed to the Company’s Investor Relations Department. The Investor Relations Department will work with you and the appropriate personnel to evaluate and coordinate a response to the request.

Prevention of Selective Disclosure

Preventing selective disclosure is necessary to comply with United States securities laws and to preserve the reputation and integrity of the Company as well as that of all persons affiliated with it. “Selective disclosure” occurs when any person provides potentially market-moving information to selected persons before the news is available to the investing public generally. Selective disclosure is a crime under United States law and the penalties for violating the law are severe.

The following guidelines have been established to avoid improper selective disclosure. Every employee is required to follow these procedures:

• All contact by the Company with investment analysts, the press and/or members of the media shall be made through the Chief Executive Officer, Chief Financial Officer or persons designated by them (collectively, the “Media Contacts”).

• Other than the Media Contacts, no officer, director or employee shall provide any information regarding the Company or its business to any investment analyst or member of the press or media.

• All inquiries from third parties, such as industry analysts or members of the media, about the Company or its business should be directed to the Chief Executive Officer, Chief Financial Officer or other appropriate person designated by them. All presentations to the investment community regarding the Company will be made by us under the direction of a Media Contact.

• Other than the Media Contacts, any employee who is asked a question regarding the Company or its business by a member of the press or media shall respond with “No comment” and forward the inquiry to a Media Contact.

These procedures do not apply to the routine process of making previously released information regarding the Company available upon inquiries made by investors, investment analysts and members of the media.

Any inquiry by the SEC or the New York Stock Exchange could substantially damage the Company’s reputation. Selective disclosure is currently a topic of intense focus with the SEC following the release of SEC Regulation FD (selective disclosure). Although foreign private issuers such as the Company are exempt from Regulation FD,

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the Company remains liable for selective disclosure. Please contact the Compliance Officer if you have any questions about the scope or application of the Company’s policies regarding selective disclosure.

THE FOREIGN CORRUPT PRACTICES ACT

Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act (the “FCPA”) prohibits the Company and its employees and agents from offering or giving money or any other item of value to win or retain business or to influence any act or decision of any governmental official, political party, candidate for political office or official of a public international organization. Stated more concisely, the FCPA prohibits the payment of bribes, kickbacks or other inducements to foreign officials. This prohibition also extends to payments to a sales representative or agent if there is reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials. Violation of the FCPA is a crime that can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment.

Certain small facilitation payments to foreign officials may be permissible under the FCPA if customary in the country or locality and intended to secure routine governmental action. Governmental action is “routine” if it is ordinarily and commonly performed by a foreign official and does not involve the exercise of discretion. For instance, “routine” functions would include setting up a telephone line or expediting a shipment through customs. To ensure legal compliance, all facilitation payments must receive prior written approval from the Compliance Officer and must be clearly and accurately reported as a business expense.

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to providing a safe and healthy working environment for its employees and to avoiding adverse impact and injury to the environment and the communities in which we do business. Company employees must comply with all applicable environmental, health and safety laws, regulations and Company standards. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job. Failure to comply with environmental, health and safety laws and regulations can result in civil and criminal liability against you and the Company, as well as disciplinary action by the Company, up to and including termination of employment. You should contact the Compliance Officer if you have any questions about the laws, regulations and policies that apply to you.

Environment

All Company employees should strive to conserve resources and reduce waste and emissions through recycling and other energy conservation measures. You have a

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responsibility to promptly report any known or suspected violations of environmental laws or any events that may result in a discharge or emission of hazardous materials. Employees whose jobs involve manufacturing have a special responsibility to safeguard the environment. Such employees should be particularly alert to the storage, disposal and transportation of waste, and handling of toxic materials and emissions into the land, water or air.

Health and Safety

The Company is committed not only to comply with all relevant health and safety laws, but also to conduct business in a manner that protects the safety of its employees. All employees are required to comply with all applicable health and safety laws, regulations and policies relevant to their jobs. If you have a concern about unsafe conditions or tasks that present a risk of injury to you, please report these concerns immediately to your supervisor or the Human Resources Department.

EMPLOYMENT PRACTICES

The Company pursues fair employment practices in every aspect of its business. The following is intended to be a summary of our employment policies and procedures. Copies of our detailed policies are available from the Human Resources Department. Company employees must comply with all applicable labor and employment laws, including anti-discrimination laws and laws related to freedom of association, privacy and collective bargaining. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job. Failure to comply with labor and employment laws can result in civil and criminal liability against you and the Company, as well as disciplinary action by the Company, up to and including termination of employment. You should contact the Compliance Officer or the Human Resources Department if you have any questions about the laws, regulations and policies that apply to you.

Harassment and Discrimination

The Company is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination because of race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status or other characteristic protected by law. The Company prohibits harassment in any form, whether physical or verbal and whether committed by supervisors, non-supervisory personnel or non-employees. Harassment may include, but is not limited to, offensive sexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display in the workplace of sexually suggestive objects or pictures.

If you have any complaints about discrimination or harassment, report such conduct to your supervisor or the Human Resources Department. All complaints will be treated with sensitivity and discretion. Your supervisor, the Human Resources

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Department and the Company will protect your confidentiality to the extent possible, consistent with law and the Company’s need to investigate your concern. Where our investigation uncovers harassment or discrimination, we will take prompt corrective action, which may include disciplinary action by the Company, up to and including, termination of employment. The Company strictly prohibits retaliation against an employee who, in good faith, files a compliant.

Any member of management who has reason to believe that an employee has been the victim of harassment or discrimination or who receives a report of alleged harassment or discrimination is required to report it to the Human Resources Department immediately.

CONCLUSION

This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Compliance Officer or submit your questions to the Company at the email address “whistleblower@noah21cn.com.” We expect all Company employees, to adhere to these standards.

The sections of this Code of Business Conduct and Ethics titled “Introduction,” “Conflicts of Interest,” “Company Records,” “Accuracy of Financial Reports and Other Public Communications” and “Compliance with Laws and Regulations,” as applied to the Company’s principal financial officers, shall be our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing Company policy. We reserve the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.

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