SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934*

(Amendment No. 1)

NOAH EDUCATION HOLDINGS LTD.

(Name of Issuer)

Ordinary Shares, with par value US$0.00005 per share**

American Depositary Shares, each representing one Ordinary Share

(Title of Class of Securities)

G65415 104 (Ordinary Shares)

65487R303 (American Depositary Shares)

(CUSIP Number)

IPES Director (Guernsey) Limited

Baring Asia II Holdings (22) Limited

1 Royal Plaza, Royal Avenue, St Peter Port

Guernsey GY1 2HL

(Facsimile) (44) 1481 715219

with copies to:

Patrick Cordes

Baring Private Equity Asia Limited

3801 Two International Finance Centre

8 Finance Street

Central, Hong Kong

(Facsimile) (852) 2843-9372

Akiko Mikumo

Weil, Gotshal & Manges LLP

29/F, Alexandra House

18 Chater Road, Central

Hong Kong

(852) 3476-9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 9, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  x

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G65415 104/ 5487R303

1	NAME OF REPORTING PERSON Baring Asia II Holdings (22) Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 3,364,6691
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 3,364,6691
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,364,669 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

¹  All such shares are directly owned by Baring Asia II Holdings (22) Limited.

² Percentage calculated based on 36,763,991 Ordinary Shares issued and outstanding as of April 2, 2014.

SCHEDULE 13D

CUSIP No. G65415 104/ 5487R303

1	NAME OF REPORTING PERSON The Baring Asia Private Equity Fund II, L.P. 1
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,364,669
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,364,669
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,364,669 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

¹ Percentage calculated based on 36,763,991 Ordinary Shares issued and outstanding as of April 2, 2014.

SCHEDULE 13D

CUSIP No. G65415 104/ 5487R303

1	NAME OF REPORTING PERSON The Baring Asia Private Equity Fund II, L.P. 2
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,364,669
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,364,669
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,364,669 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

¹ Percentage calculated based on 36,763,991 Ordinary Shares issued and outstanding as of April 2, 2014.

SCHEDULE 13D

CUSIP No. G65415 104/ 5487R303

1	NAME OF REPORTING PERSON Baring Asia Fund II (GP) LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,364,669
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,364,669
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,364,669 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

¹ Percentage calculated based on 36,763,991 Ordinary Shares issued and outstanding as of April 2, 2014.

SCHEDULE 13D

CUSIP No. G65415 104/ 5487R303

1	NAME OF REPORTING PERSON Baring Asia Fund Managers II Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,364,669
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,364,669
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,364,669 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

¹ Percentage calculated based on 36,763,991 Ordinary Shares issued and outstanding as of April 2, 2014.

SCHEDULE 13D

CUSIP No. G65415 104/ 5487R303

1	NAME OF REPORTING PERSON Maximus GP Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,364,669
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,364,669
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,364,669 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

¹ Percentage calculated based on 36,763,991 Ordinary Shares issued and outstanding as of April 2, 2014.

This Amendment No. 1 (this “Amendment”) is filed to amend and supplement the Schedule 13D filed by the Reporting Persons named therein with the Securities and Exchange Commission on April 2, 2014 (the “Schedule 13D”), with respect to Noah Education Holdings Ltd. (the “Company”). Except as specifically amended and supplemented by this Amendment, the Schedule 13D remains in full force and effect. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby supplemented by adding the following:

On June 9, 2014, the Rollover Shareholders and Parent entered into Amendment No. 1 to the Support Agreement (“Amendment No. 1 to the Support Agreement”), pursuant to which the number of Ordinary Shares owned by Jointly Gold Technologies Limited, Global Wise Technologies Limited and Sunshine Nation Limited that will be canceled at the closing of the Merger in exchange for a corresponding number of newly issued ordinary shares of Parent (the “Rollover Shares”) were reduced by 5,000, 3,600, and 100,000 respectively. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 to the Support Agreement, a copy of which is filed as Exhibit 7.15, and is incorporated herein by reference in its entirety.

Due to the reduction in the number of Rollover Shares described above, the Reporting Persons anticipate that approximately $34.3 million will be expended by MSPEA Fund IV and/or its affiliates in (i) acquiring 11,938,425 Publicly Held Shares, (ii) acquiring 100,000 Ordinary Shares held by Sunshine Nation Limited, and (iii) paying for the outstanding options, restricted shares and restricted share units to purchase the Ordinary Shares. Therefore, on June 9, 2014, MSPEA Fund IV and Parent entered into Amendment No. 1 to the Equity Commitment Letter (“Amendment No. 1 to the Equity Commitment Letter”), pursuant to which MSPEA Fund IV increased its equity commitment from $34 million to $35 million. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 to the Equity Commitment Letter, a copy of which is filed as Exhibit 7.16, and is incorporated herein by reference in its entirety.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

In connection with the reduction in the number of Rollover Shares described in Item 3 above, on June 9, 2014, Parent, Merger Sub and the Company entered into Amendment No. 1 to the Agreement and Plan of Merger (“Amendment No. 1 to the Merger Agreement”), pursuant to which conforming changes were made with respect to the definitions of Rollover Shares and Excluded Shares in the Merger Agreement. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 to the Merger Agreement, a copy of which is filed as Exhibit 7.17, and is incorporated herein by reference in its entirety.

Item 3 of this Amendment is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented by adding the following:

Items 3, 4 and 7 of this Amendment are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit 7.15	Amendment No. 1 to the Support Agreement, by and among the Rollover Shareholders and Parent, dated as of June 9, 2014.
Exhibit 7.16	Amendment No. 1 to the Equity Commitment Letter, by and between Parent and MSPEA Fund IV, dated as of June 9, 2014.
Exhibit 7.17	Amendment No. 1 to the Agreement and Plan of Merger, among Parent, Merger Sub and the Company, dated as of June 9, 2014.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 10, 2014

Baring Asia II Holdings (22) Limited
By:	/s/ P.H. Touzeau
Name:	P.H. Touzeau
Title:	Director

The Baring Asia Private Equity Fund II, L.P. 1 By: Baring Asia Fund II (GP) LP acting as its general partner By: Baring Asia Fund Managers II Limited acting as its general partner
By:	/s/ P.H. Touzeau
Name:	P.H. Touzeau
Title:	Director

The Baring Asia Private Equity Fund II, L.P. 2 By: Baring Asia Fund II (GP) LP acting as its general partner By: Baring Asia Fund Managers II Limited acting as its general partner
By:	/s/ P.H. Touzeau
Name:	P.H. Touzeau
Title:	Director

Baring Asia Fund II (GP) LP By: Baring Asia Fund Managers II Limited acting as its general partner
By:	/s/ P.H. Touzeau
Name:	P.H Touzeau
Title:	Director

Baring Asia Fund Managers II Limited
By:	/s/ P.H. Touzeau
Name:	P.H Touzeau
Title:	Director

Maximus GP Holdings Limited By: Maximus Group Holdings Limited acting as its director
By:	/s/ Tek Yok Hua
Name:	Tek Yok Hua
Title:	Director

EX-7.15

Exhibit 7.15

Execution Version

AMENDMENT NO. 1 TO SUPPORT AGREEMENT

This AMENDMENT NO. 1 TO SUPPORT AGREEMENT (this “Amendment”) is entered into as of June 9, 2014 by and among Rainbow Education Holding Limited, a Cayman Islands exempted company (“Parent”) and certain shareholders of Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) as listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Support Agreement (as defined below).

WHEREAS, Parent, Rainbow Education Merger Sub Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Company have entered into an Agreement and Plan of Merger, dated as of April 2, 2014 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), which, among other things, provides for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, Parent, the Company and the Rollover Shareholders have entered into a support agreement (the “Support Agreement”) dated as of April 2, 2014, pursuant to which, among other things, each Rollover Shareholder agreed to (a) have his or its respective Rollover Shares cancelled for no consideration in connection with the Merger, and (b) subscribe for Parent Shares immediately prior to Closing;

WHEREAS, the parties hereto wish to amend the Support Agreement to reflect that the numbers of Rollover Shares of Jointly Gold Technologies Limited, Global Wise Technologies Limited and Sunshine Nation Limited will be reduced by 5,000, 3,600, and 100,000 respectively;

WHEREAS, Section 7.5 of the Support Agreement provides that any provision of the Support Agreement may be amended if, and only if, such amendment is in writing and signed by the Rollover Shareholders and Parent.

NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendments. Each of the parties hereto agree that Schedule A to the Support Agreement shall be replaced in its entirety with Schedule A hereto, and the terms “Rollover Shares” and “Parent Shares” in the Support Agreement shall refer to such number of shares as set forth in Schedule A hereto.

2. Effect of Amendments. Except as provided herein, the Support Agreement shall remain unchanged, and the Support Agreement, as modified by this Amendment, shall continue in full force and effect. This Amendment shall not constitute an amendment to or waiver of any right or remedy other than to the extent expressly set out herein.

3. Miscellaneous. The provisions of Article VII (Miscellaneous) of the Support Agreement shall apply mutatis mutandis to this Amendment, and to the Support Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date and year first written above

PARENT Rainbow Education Holding Limited
By:	/s/ Samantha Jennifer Cooper
Name:	Samantha Jennifer Cooper
Title:	Director

[Signature Page to Amendment No. 1 to Support Agreement]

ROLLOVER SHAREHOLDERS: Jointly Gold Technologies Limited
By:	/s/ Dong Xu
	Name: Dong Xu Title: Director

First Win Technologies Limited
By:	/s/ Benguo Tang
	Name: Benguo Tang Title: Director

Global Wise Technologies Limited
By:	/s/ Xiaotong Wang
	Name: Xiaotong Wang Wang Title: Director

Sunshine Nation Limited
By:	/s/ Siyuan Du
	Name: Siyuan Du Title: Director

Mr. Qicai Du
By:	/s/ Qicai Du

[Signature Page to Amendment No. 1 to Support Agreement]

Baring Asia II Holdings (22) Limited
By:	/s/ Peter Touzeau
	Name: Peter Touzeau Title: Director

[Signature Page to Amendment No. 1 to Support Agreement]

Schedule A

Rollover Shares

Rollover Shareholder Name	Address	Rollover Shares		Parent Shares
Jointly Gold Technologies Limited	Unit F, 33/F, NEO Tower A, Chegongmiao, Futian District, Shenzhen, 518040 PRC Attention: Mr. Dong Xu Facsimile: 86-755-82889123 E-mail: xud@noaheducation.com		8,073,200		8,073,200
First Win Technologies Limited	8/F, AB Tower, Tianjing Building, Tian’an Che Gongmiao Industrial Area, Futian District, Shenzhen, PRC Attention: Mr. Benguo Tang Facsimile: 86-0755-82049670 E-mail: tangbg@126.com		5,268,268		5,268,268
Global Wise Technologies Limited	Unit F, 33/F, NEO Tower A, Chegongmiao, Futian District, Shenzhen, 518040 PRC Attention: Mr. Xiaotong Wang Facsimile: 86-755-82889123 E-mail: 13352916518@189.cn		4,288,660		4,288,660
Sunshine Nation Limited	5/F Wuyixinganxian, Building A #717 Wuyi Road, Changsha City, Hunan Province, PRC Attention: Ms. Siyuan Du Facsimile: 86-0731-82682660 E-mail: sydd18@hotmail.com		2,547,743		2,547,743
Mr. Qicai Du	Suite o, 4/F, Building A, Fortune Square, North of Shennan Road, Futian District, Shenzhen, 518000 PRC Attention: Mr. Qicai Du Facsimile: 86-0755-83020022 E-mail: duqicai@vip.tom.com		1,398,804		1,398,804

Baring Asia II Holdings (22) Limited Baring Asia Fund Managers II Limited, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL Attention: Peter Touzeau Facsimile: +44 (0) 1481 715219 E-mail: Peter.Touzeau@ipes.com   With a copy to each of (which alone shall not constitute notice):   Baring Private Equity Asia Limited, Suite 3801 Two International Finance Centre 8 Finance Street Central, Hong Kong Attention: Patrick Cordes Facsimile: +852 2843 9372 E-mail: PatrickCordes@bpeasia.com   Weil, Gotshal & Manges LLP 29/F Alexandra House 18 Chater Road, Central Hong Kong Attention: Akiko Mikumo Facsimile: +852 3015 9354 E-mail: Akiko.Mikumo@weil.com 3,364,669 3,364,669

EX-7.16

Exhibit 7.16

Execution Version

AMENDMENT NO. 1 TO EQUITY COMMITMENT LETTER

This AMENDMENT NO. 1 TO EQUITY COMMITMENT LETTER (this “Amendment”) is entered into as of June 9, 2014 by and between Morgan Stanley Private Equity Asia IV Holdings Limited (the “Sponsor”), Rainbow Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Equity Commitment Letter (as defined below).

WHEREAS, Parent, Rainbow Education Merger Sub Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Company have entered into an Agreement and Plan of Merger, dated as of April 2, 2014 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, in connection with the entry into the Merger Agreement by the parties thereto, the Sponsor and Parent have entered into an Equity Commitment Letter (the “Equity Commitment Letter”) dated as of April 2, 2014, pursuant to which the Sponsor has committed, subject to the terms and conditions therein, to subscribe, or cause to be subscribed, directly or indirectly through one or more Affiliates, for newly issued preferred shares of Parent and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Effective Time an aggregate cash purchase price in immediately available funds equal to $34,000,000;

WHEREAS, in connection with the entry into the Merger Agreement by the parties thereto, Parent, the Company and the Rollover Shareholders (as defined in the Merger Agreement) entered into a support agreement (the “Support Agreement”) dated as of April 2, 2014, pursuant to which, among other things, each Rollover Shareholder agreed to (a) vote or cause to be voted all of such Rollover Shareholder’s Shares in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the transactions contemplated thereby; and (b) have his or its respective Rollover Shares (as defined in the Support Agreement) cancelled for no consideration in connection with the Merger;

WHEREAS, Parent, the Company and the Rollover Shareholders desire to amend the Support Agreement to reflect that the numbers of Rollover Shares of Jointly Gold Technologies Limited, Global Wise Technologies Limited and Sunshine Nation Limited will be reduced by 5,000, 3,600, and 100,000 respectively;

WHEREAS, the Sponsor and Parent desire to amend the Equity Commitment Letter to increase the Commitment under the Equity Commitment Letter from $34,000,000 to $35,000,000;

WHEREAS, pursuant to Section 4 of the Equity Commitment Letter, neither the Equity Commitment Letter nor any provision thereof may be amended, modified, supplemented or waived except by an agreement in writing signed by each of the parties thereto and the Company.

NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendments. Section 1 of the Equity Commitment Letter is hereby deleted and replaced in its entirety to read as follows:

1. Commitment. The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through one or more Affiliates, for newly issued preferred shares of Parent and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Effective Time an aggregate cash purchase price in immediately available funds equal to $35,000,000 (the “Commitment”), which shall be applied by Parent to (i) fund the Exchange Fund and any other amounts required to be paid by Parent pursuant to the Merger Agreement and (ii) pay related fees and expenses pursuant to the Merger Agreement. Notwithstanding anything to the contrary contained herein, the Sponsor shall not, under any circumstances, be obligated to contribute more than the Commitment to Parent. In the event Parent does not require the full amount of the Commitment in order to consummate the Merger, the amount to be funded under this letter shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent to the level sufficient to fully fund the Exchange Fund and pay related fees and expenses pursuant to the Merger Agreement.

2. Effect of Amendments. Except as provided herein, the Equity Commitment Letter shall remain unchanged, and the Equity Commitment Letter, as modified by this Amendment, shall continue to be in full force and effect. This Amendment shall not constitute an amendment to or waiver of any right or remedy other than to the extent expressly set forth herein.

3. Miscellaneous. The provisions of Article 7 (Governing Law; Dispute Resolution; Jurisdiction), Article 8 (Counterparts) and Article 10 (Waiver of Jury Trial) of the Equity Commitment Letter shall apply mutatis mutandis to this Amendment, and to the Equity Commitment Letter as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date and year first written above

MORGAN STANLEY PRIVATE EQUITY ASIA IV HOLDINGS LIMITED
By:	/s/ Samantha Jennifer Cooper
Name:	Samantha Jennifer Cooper
Title:	Alternate Director to Alan K. Jones

RAINBOW EDUCATION HOLDING LIMITED
By:	/s/ Samantha Jennifer Cooper
Name:	Samantha Jennifer Cooper
Title:	Director

[Signature Page to Amendment No. 1 to Equity Commitment letter]

NOAH EDUCATION HOLDINGS LTD.
By:	/s/ Dora Li
Name:	Dora Li
Title:	Chief Financial Officer

[Signature Page to Amendment No. 1 to Equity Commitment letter]

EX-7.17

Exhibit 7.17

Execution Version

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2014 (this “Amendment”), among Rainbow Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Rainbow Education Merger Sub Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”) and Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Each of Parent, Merger Sub and the Company is hereinafter referred to as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger (the “Original Agreement”), dated as of April 2, 2014, which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Original Agreement;

WHEREAS, Parent, the Company and the Rollover Shareholders entered into a support agreement (the “Support Agreement”) dated as of April 2, 2014, pursuant to which, among other things, each Rollover Shareholder agreed to (a) vote or cause to be voted all of such Rollover Shareholder’s Shares in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions; and (b) have his or its respective Rollover Shares (as defined in the Support Agreement) cancelled for no consideration in connection with the Merger;

WHEREAS, Morgan Stanley Private Equity Asia IV Holdings Limited (the “Sponsor”) and Parent have entered into an Equity Commitment Letter (the “Equity Commitment Letter”) dated as of April 2, 2014, pursuant to which the Sponsor has committed, subject to the terms and conditions therein, to subscribe, or cause to be subscribed, directly or indirectly through one or more Affiliates, for newly issued preferred shares of Parent and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Effective Time an aggregate cash purchase price in immediately available funds equal to $34,000,000;

WHEREAS, Parent, the Company and the Rollover Shareholders desire to amend the Support Agreement to reflect that the numbers of Shares that are held by Jointly Gold Technologies Limited, Global Wise Technologies Limited and Sunshine Nation Limited and will be cancelled for no consideration in connection with the Merger will be reduced by 5,000, 3,600, and 100,000 respectively;

WHEREAS, the Sponsor and Parent desire to amend the Equity Commitment Letter to increase the Commitment (as defined in the Equity Commitment Letter) from $34,000,000 to $35,000,000;

WHEREAS, the Parties desire to amend the Original Agreement to make conforming changes to the definition of Rollover Shares and Excluded Shares, and to fix a typographic error contained in Section 6.17 of the Original Agreement;

WHEREAS, Section 9.10 of the Original Agreement provides that the Original Agreement may be amended by the Parties by action taken by or on behalf of their respective boards of directors (or in the case of the Company, by action taken by or on behalf of the Independent Committee) at any time prior to the Effective Time, and that the Original Agreement may not be amended except by an instrument in writing signed by each of the Parties;

WHEREAS, the Independent Committee has authorized and approved the execution and delivery of this Amendment by the Company; and

WHEREAS, the board of directors of each of Parent and Merger Sub has (i) approved the execution, delivery and performance by Parent and Merger Sub, respectively, of this Amendment and (ii) declared it advisable for Parent and Merger Sub, respectively to enter into this Amendment, and Parent, as the sole shareholder of Merger Sub, has approved this Amendment in each case upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the Parties agree to amend the Original Agreement as follows:

1. Definitions; References

Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Original Agreement. Each reference to “hereof,” “hereunder,” “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Original Agreement shall, from and after this Amendment comes into effect in accordance with the terms hereof, refer to the Original Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Original Agreement, as amended by this Amendment, shall in all instances continue to refer to April 2, 2014, and references to “the date hereof” and “the date of this Agreement” shall continue to refer to April 2, 2014. The Original Agreement and, as the context requires, the Original Agreement as amended by this Amendment and as may be further amended from time to time, are referred to herein as the “Merger Agreement.”

2. Amendments to the Original Agreement

2.1 The fourth recital of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

WHEREAS, as an inducement to Parent’s and Merger Sub’s willingness to enter into this Agreement, concurrently with the execution and delivery of this Agreement, Jointly Gold Technologies Limited, a company incorporated under the laws of the British Virgin Islands, First Win Technologies Limited, a company incorporated under the laws of the British Virgin Islands, Global Wise Technologies Limited, a company incorporated under the laws of the British Virgin Islands, Sunshine Nation Limited, a company incorporated under the laws of the British Virgin Islands, Mr. Du Qicai and Baring Asia II Holdings (22) Limited (collectively, the “Rollover Shareholders” and each, a “Rollover Shareholder”) have executed and delivered to Parent a support agreement dated as of the date hereof (as amended from time to time, the “Support Agreement”), providing that, among other things, the Rollover Shareholders will (i) vote or cause to be voted all of such Rollover Shareholder’s Shares in favor of the authorization and approval of this Agreement, the Plan of Merger and the Transactions and (ii) agree to receive no consideration for the cancellation of the number of Shares held by each of them as set forth in Schedule A of the Support Agreement (the “Rollover Shares”) in accordance with this Agreement;

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2.2 The definition of “Excluded Shares” in Section 9.03(a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

“Excluded Shares” means, collectively, (i) the Rollover Shares; (ii) Shares held by Parent, the Company or any of their Subsidiaries; and (iii) any Shares held by the Depositary that are not represented by ADSs.

2.3 Section 6.17 of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

6.17 Amendment to Buyer Group Contracts.

Without the prior written consent of the Company and the Independent Committee, Parent shall not agree to any termination of any Buyer Group Contract. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy under, any Buyer Group Contract, or enter into any new agreement, arrangement or understanding with another member of the Buyer Group or any Third Party with respect to any Company Securities, without the prior written consent of the Company and the Independent Committee if such amendment, modification, waiver or new agreement, arrangement, or understanding would (i) expand upon the conditions precedent to such Buyer Group Contract in any material way, (ii) reasonably be expected to prevent, impair or delay the consummation of the Transactions or otherwise adversely affect the ability of Parent or Merger Sub to consummate the Transactions or (iii) adversely impact the ability of the Company to enforce its third party beneficiary rights under the Support Agreement. Parent shall promptly notify the Independent Committee, and provide a complete and accurate copy, of (a) any amendment, modification, withdrawal or termination of any Buyer Group Contract or (b) any new agreement, arrangement or understanding entered into between the members of the Buyer Group or between a member of the Buyer Group and any third party, in each case, with respect to any securities of the Company.

3. Miscellaneous

3.1 No Further Amendment

The Parties agree that all other provisions of the Original Agreement shall, subject to Section 2, continue unamended, in full force and effect and constitute legal and binding obligations of the Parties. This Amendment forms an integral and inseparable part of the Original Agreement.

3.2 Representations and Warranties of the Company. The Company represents and warrants to Parent and Merger Sub as of the date this Amendment becomes effective that:

(a) The Company is an exempted company duly organized, validly existing and in good standing under the Laws of the Cayman Islands.

(b) The Company has the requisite corporate power and authority to execute and deliver this Amendment. The execution and delivery by the Company of this Amendment have been duly authorized by the Company Board and the Independent Committee and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Amendment. This Amendment has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.

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(c) The execution and delivery of this Amendment by the Company do not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) conflict with or violate any Law applicable to any Group Company or by which any property or asset of any Group Company is bound or affected or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of any Group Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably be expected to prevent or materially impair or delay, the consummation of the Merger or other Transactions.

(d) The execution and delivery of this Amendment by the Company do not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) compliance with the applicable requirements of the Exchange Act, and the rules and regulations promulgated thereunder, and (ii) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably be expected to prevent or materially impair or delay, the consummation of the Merger or other Transactions.

3.3 Representations and Warranties of Parent and Merger Sub. Parent and Merger Sub represent and warrant to the Company as of the date this Amendment becomes effective that:

(a) Each of Parent and Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands.

(b) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery of this Amendment by Parent and Merger Sub have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Amendment (other than the filings, notifications and other obligations and actions described in Section 4.03(b)). This Amendment has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

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(c) The execution and delivery of this Amendment and the performance of this Amendment by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under the Merger Agreement.

(d) The execution and delivery of this Amendment by Parent and Merger Sub do not, and the performance of this Amendment by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for the filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder.

3.4 Other Miscellaneous Terms

The provisions of Article IX (General Provisions) of the Original Agreement shall apply mutatis mutandis to this Amendment, and to the Original Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

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Execution Version

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date and year first written above

RAINBOW EDUCATION HOLDING LIMITED
By:	/s/ Samantha Jennifer Cooper
Name:	Samantha Jennifer Cooper
Title:	Director

RAINBOW EDUCATION MERGER SUB HOLDING LIMITED
By:	/s/ Samantha Jennifer Cooper
Name:	Samantha Jennifer Cooper
Title:	Director

NOAH EDUCATION HOLDINGS LTD.
By:	/s/ Dora Li
Name:	Dora Li
Title:	Chief Financial Officer

[Signature Page to Amendment No. 1 to Merger Agreement]