SHENZHEN, China, Aug. 28, 2013 /PRNewswire/ -- Noah Education Holdings Ltd. ("Noah" or the "Company") (NYSE: NED), a leading provider of education services in China, today announced its unaudited financial results for the fourth quarter and full fiscal 2013 ended June 30, 2013.

Fourth Quarter Fiscal 2013 Financial Highlights (compared to fourth quarter fiscal 2012)


    --  Net revenue increased 36.7% to RMB63.8 million (US$10.4 million)
    --  Gross profit increased 29.7% to RMB30.0 million (US$4.9 million), and
        gross profit margin was 47.0%
    --  Operating income was RMB13.8 million (US$2.2 million) as compared to an
        operating loss of RMB54.4million
    --  Net income was RMB15.9 million (US$2.6 million), compared to a net loss
        of RMB 54.2million
    --  Non-GAAP net income, excluding share based compensation expenses and
        impairment loss on goodwill and intangible assets, was  RMB15.9million
        (US$2.6 million), compared to a Non-GAAP net income of RMB6.9 million
    --  Basic and diluted earnings per share were RMB0.32 (US$0.05) as compared
        to basic and diluted losses per share of RMB1.57
    --  Non-GAAP basic and diluted earnings per share were RMB0.32 (US$0.05) as
        compared to non-GAAP basic and diluted earnings per share of RMB0.10

Full Fiscal 2013 Highlights (compared to full fiscal 2012)


    --  Net revenue increased 29.9% year-over-year to RMB 211.8 million (US$34.5
        million)
    --  Gross profit increased 18.4% year-over-year to RMB 90.8 million (US$14.8
        million), and gross profit margin was 42.9%
    --  Operating income was RMB13.6 million (US$2.2 million) as compared to an
        operating loss of RMB61.3 million
    --  Net income was RMB22.8 million (US$3.7 million) as compared to a net
        loss of RMB47.7 million
    --  Non-GAAP net income, excluding impairment loss on goodwill and
        intangible assets and share based compensation expenses, was RMB23.7
        million (US$3.9 million) as compared to non-GAAP net income of RMB15.5
        million
    --  Basic and diluted earnings per share were RMB0.47 (US$0.08) as compared
        to basic and diluted loss per share of RMB1.47
    --  Non-GAAP basic and diluted earnings per share were RMB0.49 (US$0.08),
        compared to non-GAAP basic and diluted earnings per share of RMB0.26
    --  Total student enrollments reached approximately 21,200, representing an
        increase of approximately 26% year over year
    --  Total school, kindergarten and training centers network was 64,
        representing an increase of 23 % year over year

Dong Xu, Chairman and Chief Executive Officer of Noah, said, "Our fiscal year 2013 has been a year of phenomenal profitable growth. We are very pleased that Noah has delivered and exceeded internal and external expectations across all operating metrics. Revenue increase for the fourth quarter has been driven by strong growth across all businesses, led by kindergartens at 47%."

Mr. Xu continued, "Noah is focused on providing first-class kindergarten education services, and our acquisitions of DDK Consulting and Xiaoxiao Consulting have proven a successful strategy for the Company, contributing 15.6% revenue growth in the fiscal year.

"Our organic growth has been remarkable with increased utilization across all our schools. Going forward into fiscal 2014, we will continue to drive growth of the Company organically, with focus on cost and operational efficiency to ensure a sustainable and profitable growth. In addition, with Noah's expanded portfolio, we plan to consolidate our multi-brand strategy in kindergarten with an integrated operating platform to enhance kindergarten operation and interaction with the parents of our students, as well as expand our diversified service offering further, which we believe will add long-term value to shareholders." added Mr Xu.

Dora Li, Chief Financial Officer, added, "While the fourth quarter of a fiscal year is typically a strong quarter for Noah, we are pleased to have achieved an improved blended margin of 47%, which have been helped by our operational leverage and successful cost improvement initiatives despite the rising costs of teaching staff affecting the entire sector. Our aim is to maintain a sustainable cost structure that will help Noah remain competitive in the midst of the wage inflation environment."

Fourth Quarter and Full Fiscal Year 2013 Financial Results

Net revenue

Net revenue for the fourth quarter of fiscal 2013 increased 36.7% year-over-year to RMB63.8 million (US$10.4 million) from RMB46.7 million. Net revenue for fiscal 2013 increased 29.9% year-over-year to RMB211.8 million (US$34.5 million) from RMB163.0 million. The increases were driven mainly by the organic growth, acquisition of kindergartens and incremental revenue from the newly opened school.

In terms of revenue breakdown by business service for the fourth quarter of fiscal 2013, revenue from kindergartens increased 47.0% year-over-year to RMB35.0 million (US$5.7 million) from RMB23.8 million, mainly driven by incremental revenue contribution from DDK Consulting and Xiaoxiao Consulting, which were acquired in the second quarter of fiscal 2013. Revenue from primary and secondary schools increased 38.7% year-over-year to RMB19.0 million (US$3.1 million) from RMB13.7 million due to revenue contribution from the newly opened school and expansion of existing mature schools. Revenue from supplemental education, which includes franchised fees, English training courses and sale of teaching materials, increased 6.5% year-over-year to RMB9.8 million (US$1.6 million) from RMB9.2 million, due to the increase in franchised fee and English training courses.

In terms of revenue breakdown by business service for fiscal 2013, revenue from kindergartens increased 40.3% year-over-year to RMB115.2 million (US$18.8 million) from RMB82.1 million, mainly driven by revenue contribution from DDK Consulting and Xiaoxiao Consulting. Revenue from primary and secondary schools increased 34.4% year-over-year to RMB60.5 million (US$9.9 million) from RMB45.0 million due to revenue contribution from the newly opened school and expansion of existing mature schools. Revenue from supplemental education increased 0.3% year-over-year to RMB36.0million (US$5.9 million) from RMB35.9 million.


                                                                                                                                                      
    Services                                          Q4FY2013                  Q4FY2012                   FY2013                    FY2012
    --------                                          --------                  --------                   ------                    ------
                                                                                                                                         
                     Revenue                  Percentage     Revenue     Percentage     Revenue     Percentage    Revenue    Percentage
                                                of net                     of net                     of net                   of net
                  (RMB million)                revenue    (RMB million)   revenue    (RMB million)   revenue        (RMB      revenue
                                                                                                                  million)
    ---                                                                                                           -------
                                                                                                                                                      
    Kindergartens                                   35.0           54.9%       23.8           51.0%      115.2         54.4%       82.1         50.4%
    -------------                                   ----           ----        ----           ----       -----         ----        ----         ----
                                                                                                                                                      
    Primary and secondary schools                   19.0           29.8%       13.7           29.3%       60.5         28.6%       45.0         27.6%
    -----------------------------                   ----           ----        ----           ----        ----         ----        ----         ----
                                                                                                                                                      
    Supplemental education                           9.8           15.3%        9.2           19.7%       36.0         17.0%       35.9         22.0%
    ----------------------                           ---           ----         ---           ----        ----         ----        ----         ----
                                                                                                                                                      
    Total                                           63.8          100.0%       46.7          100.0%      211.8        100.0%      163.0        100.0%
    -----                                           ----          -----        ----          -----       -----        -----       -----        -----

Gross profit and gross profit margin

Gross profit for the fourth quarter of fiscal 2013 increased 29.7% year-over-year to RMB30.0 million (US$4.9 million) from RMB23.1 million. Gross profit for the fiscal 2013 increased 18.4% year-over-year to RMB90.8 million (US$14.8 million) from RMB76.6 million. The increase in gross profit was primarily driven by the continued strong growth of the kindergarten, as well as the primary and secondary schools operations.

Gross profit margin for the fourth quarter of fiscal 2013 was 47.0%, compared to 49.5% in the fourth quarter of fiscal 2012. Gross profit margin for fiscal 2013 was 42.9%, compared to 47.0% in fiscal 2012. The contraction in margins was mainly due to an expanded portfolio of revenue contributed by kindergartens, which accounted for 54.9% and 54.4% of total revenue for the fourth quarter and full fiscal 2013, respectively, compared to 51.0% and 50.4% of total revenue for the fourth quarter and full fiscal 2012, respectively.

Operating expenses

Total operating expenses for the fourth quarter of fiscal 2013 was RMB24.0 million (US$3.9 million) as compared to RMB82.6 million in the fourth quarter of fiscal 2012. Operating expenses for fiscal 2013 was RMB97.7 million (US$15.9 million) as compared to RMB155.4 million in fiscal 2012.

Research and development ("R&D") expenses for the fourth quarter of fiscal 2013 was RMB0.5 million (US$0.08 million) as compared to RMB0.8 million in the same period of fiscal 2012. R&D expenses for fiscal 2013 were RMB2.1 million (US$0.3 million) as compared to RMB3.1 million in fiscal 2012. As a percentage of net revenue, R&D expenses decreased to 0.8% in the fourth quarter of fiscal 2013 from 1.8% in the same quarter of fiscal 2012, and decreased to 1.0% in fiscal 2013 from 1.9% in fiscal 2012. The R&D investment is focused on the development of teaching materials.

Sales and marketing ("S&M") expenses for the fourth quarter were RMB1.8 million (US$0.3 million) as compared to RMB1.6 million in the same quarter of fiscal 2012. S&M expenses for fiscal 2013 were RMB6.3 million (US$1.0 million) as compared to RMB6.1 million in fiscal 2012. As a percentage of net revenue, S&M expenses decreased to 2.9% in the fourth quarter of fiscal 2013, compared to 3.4% in the same period of fiscal 2012, and decreased to 3.0% in fiscal 2013, compared to 3.7% in fiscal 2012. S&M expenses as a percentage of revenue is expected to maintain at a similar level in fiscal 2014 while the Company sustains its initiatives in brand promotion.

General and administrative ("G&A") expenses for the fourth quarter of fiscal 2013 were RMB21.7 million (US$3.5 million) as compared to RMB18.6 million in the same period of fiscal 2012. G&A expenses for fiscal 2013 were RMB89.0 million (US$14.5 million) as compared to RMB86.7 million in fiscal 2012. As a percentage of net revenue, G&A expenses decreased to 34.0% in the fourth quarter of fiscal 2013, compared to 39.9% in the same period of fiscal 2012, and decreased to 42.0% in fiscal 2013, compared to 53.2% in fiscal 2012. The lower percentage of G&A expenses to net revenue primarily reflected the improvement of the Company's operational leverage with the expansion of revenue scale.

Other operating income

Other operating income for the fourth quarter of fiscal 2013 increased 28.0% year-over-year to RMB6.3 million (US$1.0 million) from RMB4.9 million in the fourth quarter of fiscal 2012. The increase in the fourth quarter was mainly attributable to rental income. Other operating income for fiscal 2013 decreased 1.3% year-over-year to RMB16.2 million (US$ 2.6 million) from RMB16.4 million in fiscal 2012.

Government subsidy

Government subsidy for the fourth quarter of fiscal 2013 increased to RMB1.5 million (US$0.2 million) from RMB 0.01 million in the same quarter last year. Government subsidy for fiscal 2013 increased more than three times year-over-year to RMB4.4 million (US$0.7 million) from RMB1.1 million in fiscal 2012. The increase in government subsidy was attributable to subsidy income increase from kindergartens and schools as a result of more favorable local government policies to support private education sector.

Net operating income

Net operating income for the fourth quarter of fiscal 2013 was RMB13.8 million (US$2.2 million), compared to a net operating loss of RMB54.4 million in the fourth quarter of fiscal 2012. Net operating income for fiscal 2013 was RMB13.6 million (US$2.2 million), compared to a net operating loss of RMB61.3 million in fiscal 2012.

Non-GAAP net operating income for the fourth quarter of fiscal 2013 was RMB13.8 million (US$2.2 million), compared to RMB6.6 million in the same quarter of fiscal 2012. Non-GAAP net operating income for fiscal 2013 was RMB14.6 million (US$2.4 million) as compared to RMB1.9 million in fiscal 2012.

Non-operating income

Interest income for the fourth quarter of fiscal 2013 was RMB0.4 million (US$0.07 million), compared to RMB0.5 million in the fourth quarter of fiscal 2012. Investment income for the fourth quarter of fiscal 2013 was RMB4.4 million (US$0.7 million), compared to RMB4.7 million in the fourth quarter of fiscal 2012. Other non-operating income for the fourth quarter of fiscal 2013 was RMB3.1 million (US$0.5 million), compared to RMB0.7 million in the same period of fiscal 2012.

Interest income for fiscal 2013 was RMB1.6 million (US$0.3 million), compared to RMB1.4 million in fiscal 2012. Investment income for fiscal 2013 was RMB18.2 million (US$3.0 million), compared to RMB18.7 million in fiscal 2012. Other non-operating loss for fiscal 2013 was RMB1.2 million (US$0.2 million), compared to other non-operating income of RMB4.0 million in fiscal 2012.

Income tax expenses

Income tax expenses for the fourth quarter of fiscal 2013 were RMB5.8 million (US$0.9 million), compared to RMB5.5 million for the same period in fiscal 2012. Income tax expenses for fiscal 2013 were RMB9.5 million (US$1.5 million), compared to RMB10.4 million in fiscal 2012.

Net income

Net income for the fourth quarter of fiscal 2013 was RMB15.9 million (US$2.6 million), compared to a net loss of RMB54.2 million in the same period of fiscal 2012. Basic and diluted earnings per share were RMB0.32 (US$0.05), compared to basic and diluted loss per share of RMB1.57 in the fourth quarter of fiscal 2012.

Net income for fiscal 2013 was RMB22.8 million (US$3.7 million), compared to a net loss of RMB47.7 million in fiscal 2012. Basic and diluted earnings per share were RMB0.47 (US$0.08), compared to basic and diluted loss per share of RMB1.47 in fiscal 2012.

Net income excluding intangible assets and goodwill impairment and share-based compensation expenses (non-GAAP) for the fourth quarter of fiscal 2013 was RMB15.9 million (US$2.6 million), compared to a non-GAAP net income of RMB6.9 million in the same period of fiscal 2012. Non-GAAP basic and diluted earnings per share for the fourth quarter of fiscal 2013 were RMB0.32 (US$0.05), compared to a non-GAAP basic and diluted earnings per share of RMB0.10 in the fourth quarter of fiscal 2012.

Non-GAAP net income for fiscal 2013 was RMB23.7 million (US$3.9 million), compared to a non-GAAP net income of RMB15.5 million in fiscal 2012. Non-GAAP basic and diluted earnings per share for fiscal 2013 were RMB0.49 (US$0.08), compared to a non-GAAP basic and diluted earnings per share of RMB0.26.

Liquidity

Cash and cash equivalents, and short-term other investments totaled RMB530.9 million (US$86.5 million) on June 30, 2013, compared to RMB531.1 million on March 31, 2013. For the three months ended June 30, 2013, operating cash from continuing operations was RMB11.2 million (US$1.8 million).

Deferred revenue

Deferred revenue related to tuition fees and franchising fees as of June 30, 2013 was RMB37.4million (US$6.1 million). This compares to deferred revenue related to tuition fees and franchising fees of RMB60.3 million as of March 31, 2013. Deferred revenue primarily includes the tuition fees and franchising fees collected but has not yet recognized during the quarter. It will be recognized according to course and contract schedule.

Operational Updates

Noah operates 64 schools, kindergartens, and training centers in its network at the end of the fiscal 2013. The network includes 49 kindergartens, two of which have recently opened in the period and have begun contributing revenue. Currently, there are 11 kindergartens in their respective ramp up periods.

Noah's network also includes five primary and secondary schools. One of them opened in the first quarter of fiscal 2012 and remains in its ramp up stage, with an enrollment rate of 38% as of June 30, 2013.

Noah also operates 10 directly-owned supplemental training centers.

Student enrollment totaled over 21,200, reflecting a year-over-year increase of about 32% due to the expansion of the network. Categorized according to business service, more than 12,700 students are enrolled in kindergartens, while approximately 4,900 are accounted for in primary and secondary schools, and the remaining 3,600 are in directly owned supplemental training centers.

Financial Outlook for the First Quarter of Fiscal 2014 and Full Fiscal 2014

Based on current estimates and market conditions, for the first quarter of fiscal 2014, Noah expects to generate net revenue in the range of RMB47 million (US$7.6 million) to RMB50 million (US$8.1 million). For the full fiscal 2014, the Company expects to generate revenue between RMB237 million (US$38 million) and RMB251 million (US$41 million). This forecast reflects Noah's current and preliminary view, which is subject to change.

Conference Call

Noah's senior management will host a conference call at 8:00 am (Eastern)/5:00 am (Pacific)/8:00 pm (China) on Thursday, August 29, 2013 to discuss its fourth quarter and full fiscal year 2013 financial results and recent business activities. The conference call may be accessed by calling:



    US                                +1-800-860-2442

    International                     +1-412-858-4600

    China                              10-800-120-2304,
                                       10-800-712-2304

    Hong Kong                         800-962475

Please dial in 10 minutes before the scheduled starting time. An operator will answer your call and please use "Noah Education" as the verbal passcode to access the call. Replay of the conference call will be available from 10:00 am US Eastern Time on August 29, 2013 until 9:00 am US Eastern Time on September 6, 2013 by dialing the following numbers:



    US                                +1-877-344-7529

    International                     +1-412-317-0088

    Passcode                                            10032587

A live webcast can also be accessed through the investor relations section of the Company's website at http://ir.noaheducation.com.

Statement Regarding Unaudited Financial Information

The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on our year-end financial statements, which could result in significant differences from this unaudited financial information.

Currency Convenience Translation

For the convenience of readers, certain RMB amounts in the statement of operations, balance sheet and cash flow statements have been translated into US dollars at the rate of RMB6.1374, the noon buying rate for US dollars in effect on June 30, 2013 for cable transfers of RMB per US dollar as certified for customs purposes by the Federal Reserve Bank of New York.

Use of Non-GAAP Financial Measures

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

About Noah Education Holdings Ltd

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

Safe Harbor Statement

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

Investor Contacts

Noah Education Holdings Ltd.
Tel: +86-755-8288-9128
Email: ir@noaheducation.com




                                                                                   Noah Education Holdings Ltd.

                                                                                    Consolidated Balance Sheet


                                                                                                                 March 31,                June 30,

                                                                                                                                   2013                     2013
                                                                                                                                   ----                     ----

                                                                                                                (Unaudited)              (Unaudited)
                                                                                                                ----------               ----------

                                                                                                                    RMB                      RMB                  USD

    Assets

    Current Assets

    Cash and cash equivalents                                                                                               161,356,566              447,928,254       72,983,389

    Investments

    Held to maturity investments                                                                                            369,703,441               83,003,441       13,524,203

    Accounts receivables, net of allowance of doubtful debts                                                                    337,131                  294,145           47,927

    Inventories                                                                                                               4,642,528                5,040,347          821,251

    Pre-paid expenses, and other current assets                                                                              26,200,693               17,810,299        2,901,929
                                                                                                                             ----------               ----------        ---------

    Total current assets                                                                                                    562,240,359              554,076,486       90,278,699

    Investments                                                                                                              15,432,931               15,185,603        2,474,273

    Property, plant and equipment, net                                                                                      199,628,288              197,605,249       32,196,899

    Intangible assets, net                                                                                                   81,752,779               80,314,386       13,086,060

    Goodwill                                                                                                                 75,486,941               75,486,942       12,299,498

    Deposit for property, plant and equipment                                                                                 2,586,916                8,515,947        1,387,550

    Deferred tax assets - non-current                                                                                           141,166                  104,314           16,996
                                                                                                                                -------                  -------           ------

    Total assets                                                                                                            937,269,380              931,288,927      151,739,975
                                                                                                                            ===========              ===========      ===========


    Liabilities and Shareholders' equity

    Current liabilities

    Accounts payable (including account payables of the consolidated variable                                                 1,358,983                2,120,699          345,537
            interest entities ("VIEs") without recourse to the Company of
            RMB1,315,664 and RMB2,073,692 as of March 31, 2013 and June 30, 2013,
            respectively)

    Other payables and accruals (including other payables, accruals of the                                                   48,171,743               46,672,312        7,604,574
            consolidated VIEs without recourse to the Company of RMB21,534,003 and
            RMB21,132,742 as of March 31, 2013 and June 30, 2013, respectively)

    Advances from customers (including advance from customer of the                                                             468,703                  860,708          140,240
            consolidated VIEs without recourse to the Company of RMB463,408 and
            RMB850,842 as of March 31, 2013 and June 30, 2013, respectively)

    Income tax payable (including income tax payables of the consolidated VIEs                                               16,839,966               22,146,786        3,608,496
            without recourse to the Company of RMB6,574,234 and RMB7,937,539 as
            of March 31, 2013 and June 30, 2013, respectively)

    Deferred revenue (including deferred revenues of the consolidated VIEs                                                   59,222,987               36,410,159        5,932,505
            without recourse to the Company of RMB25,256,986 and RMB18,612,829
            as of March 31, 2013 and June 30, 2013, respectively)

    Contingent consideration payable                                                                                          3,395,000                2,500,000          407,339
                                                                                                                              ---------                ---------          -------

    Total current liabilities                                                                                               129,457,382              110,710,664       18,038,691
                                                                                                                            ===========              ===========       ==========

    Deferred revenues - non-current                                                                                           3,136,747                2,638,848          429,962

    Deferred tax liabilities                                                                                                  9,813,852                9,407,560        1,532,825

    Other liabilities                                                                                                         1,102,801                1,102,801          179,685
                                                                                                                              ---------                ---------          -------

    Total non-current liabilities                                                                                            14,053,400               13,149,209        2,142,472

    Total liabilities                                                                                                       143,510,782              123,859,873       20,181,163
                                                                                                                            ===========              ===========       ==========


    Shareholders' equity

    Ordinary shares                                                                                                              14,841                   14,841            2,418

    Additional paid-in capital                                                                                            1,047,772,763            1,047,772,763      170,719,321

    Accumulated other comprehensive loss                                                                                   (121,371,763)            (123,518,246)     (20,125,500)

    Retained earnings                                                                                                      (202,709,680)            (190,854,928)     (31,097,033)
                                                                                                                           ------------             ------------      -----------

    Total Noah Education Holdings Ltd. shareholders' equity                                                                 723,706,161              733,414,430      119,499,206
                                                                                                                            -----------              -----------      -----------

    Non-controlling interests                                                                                                70,052,437               74,014,624       12,059,606
                                                                                                                             ----------               ----------       ----------

    Total equity                                                                                                            793,758,598              807,429,054      131,558,812
                                                                                                                            -----------              -----------      -----------

    Total liabilities and shareholders' equity                                                                              937,269,380              931,288,927      151,739,975
                                                                                                                            ===========              ===========      ===========


                                                                                         Noah Education Holdings Ltd.

                                                                                     Consolidated Statement of Operations


                                                      Three Months Ended June 30,                                         Twelve Months Ended June 30,
                                                      ---------------------------                                         ----------------------------

                                                                               2012                          2013                                        2012                    2013

                                                              (Unaudited)                   (Unaudited)                                           (Unaudited) (Unaudited)
                                                              ----------                    ----------                                            ----------   ----------

                                                                  RMB                           RMB                             USD                               RMB                  RMB               USD

    Net revenue                                                          46,670,533                    63,811,993                     10,397,235                          163,022,321       211,764,124       34,503,882

    Cost of revenue                                                     (23,560,020)                  (33,827,948)                    (5,511,772)                         (86,377,388)     (120,979,945)     (19,711,921)
                                                                        -----------                   -----------                     ----------                          -----------      ------------      -----------

    Gross profit                                                         23,110,513                    29,984,045                      4,885,463                           76,644,933        90,784,179       14,791,961
                                                                         ----------                    ----------                      ---------                           ----------        ----------       ----------

    Research & development expenses                                        (846,283)                     (488,625)                       (79,614)                          (3,103,168)       (2,100,036)        (342,170)

    Sales & marketing expenses                                           (1,582,924)                   (1,840,952)                      (299,956)                          (6,096,483)       (6,289,173)      (1,024,729)

    General & administrative expenses                                   (18,606,416)                  (21,683,966)                    (3,533,087)                         (86,725,310)      (89,021,907)     (14,504,824)

    Other expenses                                                         (945,742)                      (30,433)                        (4,959)                          (2,059,054)         (285,123)         (46,457)

    Impairment loss on goodwill and intangible assets                   (60,586,075)                            0                              0                          (57,393,867)                0                0
                                                                        -----------                           ---                            ---                          -----------               ---              ---

    Total operating expenses                                            (82,567,440)                  (24,043,976)                    (3,917,616)                        (155,377,882)      (97,696,239)     (15,918,180)

    Subsidy income                                                           84,408                     1,526,522                        248,725                            1,064,143         4,378,299          713,380
                                                                             ------                     ---------                        -------                            ---------         ---------          -------

    Other operating income                                                4,923,095                     6,303,475                      1,027,060                           16,382,373        16,165,428        2,633,921
                                                                          ---------                     ---------                      ---------                           ----------        ----------        ---------

    Net operating income (loss)                                         (54,449,424)                   13,770,066                      2,243,632                          (61,286,433)       13,631,667        2,221,082

    Interest income                                                         470,884                       417,867                         68,085                            1,402,253         1,626,726          265,051

    Investment income                                                     4,671,575                     4,359,530                        710,322                           18,682,916        18,159,919        2,958,894

    Other non-operating income(loss)                                        689,887                     3,086,485                        502,898                            3,953,068        (1,155,318)        (188,243)
                                                                            -------                     ---------                        -------                            ---------        ----------         --------

    Income before income taxes                                          (48,617,078)                   21,633,948                      3,524,937                          (37,248,196)       32,262,994        5,256,784

    Income tax (expenses)                                                (5,548,052)                   (5,782,014)                      (942,095)                         (10,430,402)       (9,509,236)      (1,549,392)
                                                                         ----------                    ----------                       --------                          -----------        ----------       ----------

    Net income/(loss)                                                   (54,165,130)                   15,851,934                      2,582,842                          (47,678,598)       22,753,758        3,707,392

    less: net income/(loss) attributable to                               3,330,381                     3,997,185                        651,283                            5,879,287         5,738,124          934,943
          non-controlling shareholders


    Net income/(loss) attributable to Noah                              (57,495,511)                   11,854,749                      1,931,559                          (53,557,885)       17,015,634        2,772,449
       Education Holdings Ltd. shareholders



    Net income/(loss) per share

    Basic                                                                     (1.57)                         0.32                           0.05                                (1.47)             0.47             0.08

    Diluted                                                                   (1.57)                         0.32                           0.05                                (1.47)             0.47             0.08


    Weighted average ordinary shares outstanding

    Basic                                                                36,619,398                    36,563,991                     36,563,991                           36,519,353        36,564,223       36,564,223

    Diluted                                                              36,688,122                    36,567,076                     36,567,076                           36,588,077        36,568,954       36,568,954


                                                                                                   Noah Education Holdings Ltd.

                                                                                                Reconciliation of Non-GAAP to GAAP


                                                       Three Months Ended June 30,                                                                Twelve Months Ended June 30,

                                                                           2012         2013                                                       2012                                   2013

                                                         (Unaudited)             (Unaudited)                                           (Unaudited)                       (Unaudited)
                                                         ----------              ----------                                           ----------                     ----------

                                                             RMB                  % of Rev                   RMB                     USD       % of Rev                     RMB       % of Rev     RMB        USD      % of
                                                                                                                                                                                                                       Rev

    GAAP net revenue                                                 46,670,533        100.0%                       63,811,993     10,397,235     100.0%                 163,022,321     100.0% 211,764,124 34,503,882    100.0%


    GAAP gross                                                       23,110,513         49.5%                       29,984,045      4,885,463      47.0%                  76,644,933      47.0%  90,784,179 14,791,961     42.9%
        profit

    Share-based                                                               -          0.0%                                -              -       0.0%                           -       0.0%           -          -      0.0%
        compensation
                                                                                                                                                                                                                            ---

    Non-GAAP                                                         23,110,513         49.5%                       29,984,045      4,885,463      47.0%                  76,644,933      47.0%  90,784,179 14,791,961     42.9%
        gross profit


    GAAP                                                            (54,449,424)      -116.7%                       13,770,066      2,243,631      21.6%                 (61,286,433)    -37.6%  13,631,667  2,221,082      6.4%
        operating
        income (loss)

    Impairment                                                       60,586,075        129.8%                                -              -       0.0%                  60,393,867      37.0%           -          -      0.0%
        on goodwill
        and intangible
        assets

    Share-based                                                         480,169          1.0%                                -              -       0.0%                   2,760,006       1.7%     960,337    156,473      0.5%
        compensation


    Non-GAAP                                                          6,616,820         14.2%                       13,770,066      2,243,631      21.6%                   1,867,440       1.1%  14,592,004  2,377,555      6.9%
        operating
        income


    GAAP net                                                        (54,165,130)      -116.1%                       15,851,934      2,582,842      24.8%                 (47,678,598)    -29.2%  22,753,758  3,707,392     10.7
        income

    Impairment                                                       60,586,075        129.8%                                -              -       0.0%                  60,393,867      37.0%           -          -      0.0%
        on goodwill
        and intangible
        assets

    Share-based                                                         480,169          1.0%                                -              -       0.0%                   2,760,006       1.7%     960,337    156,473      0.5%
        compensation


    Non-GAAP                                                          6,901,114         14.8%                       15,851,934      2,582,842      24.8%                  15,475,275       9.5%  23,714,095  3,863,865     11.2%
        net income


    GAAP net
        income per
        share

     Basic                                                                (1.57)                                          0.32           0.05                                  (1.47)                  0.47       0.08

     Diluted                                                              (1.57)                                          0.32           0.05                                  (1.47)                  0.47       0.08

    Non-GAAP
        income per
        share

     Basic                                                                 0.10                                           0.32           0.05                                   0.26                   0.49       0.08

     Diluted                                                               0.10                                           0.32           0.05                                   0.26                   0.49       0.08


    Note: This reconciliation is for illustration purpose to compare GAAP and Non-GAAP performance




                                                                         Noah Education Holdings Ltd.

                                                                 Reconciliation of Operating Income to EBITDA


                                  Three months ended June 30,                                    Twelve months ended June 30,

                                                           2012                       2013                                      2012                  2013
                                                           ----                       ----                                      ----                  ----

                                          (Unaudited)                 (Unaudited)                                        (Unaudited) (Unaudited)
                                          ----------                  ----------                                         ----------  ----------

                                              RMB                         RMB                           USD                              RMB                RMB            USD

    Operating income                                (54,449,424)                13,770,066                    2,243,632                        (61,286,433)     13,631,667     2,221,082

    Depreciation                                      7,289,001                  7,397,939                    1,205,386                         23,222,390      28,145,924     4,585,969

    Amortization                                      1,200,121                  1,508,393                      245,771                          4,703,847       5,621,002       915,860

    Impairment on goodwill and IA                    60,586,075                          0                            0                         60,393,867               0             0

    EBITDA                                           14,625,773                 22,676,398                    3,694,789                         27,033,671      47,398,593     7,722,911
                                                     ----------                 ----------                    ---------                         ----------      ----------     ---------


                                                              Noah Education Holdings Ltd.

                                                            Consolidated Cash Flow Statement


                                                       Three Months Ended June 30                                   Twelve Months Ended June 30
                                                       --------------------------                                   ---------------------------

                                                                                2012                          2013                                 2012                  2013

                                                               (Unaudited)                   (Unaudited)                                    (Unaudited) (Unaudited)
                                                               ----------                    ----------                                     ----------  ----------

                                                                   RMB                           RMB                      USD                               RMB                    RMB       USD

    Cash flows from operating activities

    Net income                                                           (54,165,130)                   15,851,934               2,582,842                        (47,678,598)   22,753,758        3,707,392

    Adjustments to reconcile net income

    Amortization of intangible assets                                      1,200,121                     1,508,393                 245,771                          4,703,847     5,621,002          915,860

    Depreciation of property, plant and equipment                          7,289,001                     7,397,939               1,205,386                         23,222,390    28,145,924        4,585,969

    Share-based compensation expense                                         480,169                             0                       0                          2,760,006       960,337          156,473

    Loss/(gain) on disposal of fixed assets                                   47,199                       (59,249)                 (9,654)                            60,395       260,373           42,424

    Allowance for doubtful debts                                             583,753                             0                       0                            583,753       462,288           75,323

    Impairment loss on Franklin investment                                   788,696                       123,574                  20,135                          1,890,270     6,390,487        1,041,237

    Impairment loss on goodwill and intangible assets                     60,586,075                             0                       0                         60,393,867             0                0

    Changes in fair value of contingent payable                             (279,663)                     (895,000)               (145,827)                           (58,665)     (895,000)        (145,827)

    Disposal of subsidiary                                                  (302,004)                            0                       0                           (302,004)            0                0

    Unrealized exchange difference                                           620,647                             0                       0                                  0             0                0


    Change in current assets and liabilities

    Accounts receivables                                                    (293,062)                       42,986                   7,004                            333,400        (5,579)            (909)

    Related party receivables                                                 27,304                             0                       0                                  0             0                0

    Inventories                                                              (53,293)                     (397,819)                (64,819)                           671,497       411,464           67,042

    Prepaid and others                                                       540,926                     6,380,087               1,039,542                         (5,952,494)   13,222,763        2,154,457

    Deferred tax asset                                                       100,136                        36,852                   6,004                            195,050       194,517           31,694

    Accounts payable                                                        (278,766)                      761,716                 124,111                         (1,057,025)      342,130           55,745

    Other payables and accruals                                           (7,389,424)                   (1,534,422)               (250,013)                        (9,996,010)   14,059,857        2,290,851

    Advances from customers                                                  218,070                       392,005                  63,872                            204,232       428,960           69,893

    Deferred revenue                                                     (15,794,940)                  (23,310,727)             (3,798,144)                         6,331,587    (3,232,364)        (526,667)

    Income tax payable                                                     4,041,445                     5,306,820                 864,669                          8,485,705     7,929,001        1,291,915

    Deferred tax liability                                                  (111,793)                     (406,293)                (66,200)                        (1,572,771)   (2,403,361)        (391,593)
                                                                            --------                      --------                 -------                         ----------    ----------         --------

    Operating cash provided (used) by                                     (2,144,533)                   11,198,796               1,824,679                         43,218,432    94,646,557       15,421,279
       continuing operations



    Cash flows from investing activities

    Acquisition of property, plant and equipment                          (3,891,815)                   (5,384,777)               (877,371)                       (27,139,743)  (35,363,160)      (5,761,912)

    Prepayment for property, plant and equipment                           2,185,531                    (3,918,724)               (638,499)                                 0    (8,515,947)      (1,387,550)

    Acquisition of intangible assets                                               0                       (70,000)                (11,405)                                 0      (220,000)         (35,846)

    Acquisition of Wentai                                                          0                             0                       0                           (697,611)            0                0

    Acquisition of Kindergartens                                                   0                             0                       0                                  0    (1,200,000)        (195,523)

    Acquisition of DDK                                                             0                             0                       0                                  0    (6,759,739)      (1,101,401)

    Acquisition of Xiaoxiao                                                        0                             0                       0                                  0   (21,961,598)      (3,578,323)

    Acquisition of Yuanbo                                                          0                             0                       0                        (25,097,061)   (7,272,337)      (1,184,921)

    Disposal of Subsidiary                                                   (80,403)                            0                       0                           (280,403)            0                0

    Disposal of PPE                                                                0                        69,124                  11,263                                  0        69,124           11,263

    Settlement of related party receivables                                        0                             0                       0                         47,532,200             0                0

    Decrease/(Increase) in held-to-maturity investment                   335,300,000                   286,700,000              46,713,592                         29,500,000   (62,500,000)     (10,183,465)

    Decrease in short-term fixed deposits                                          0                             0                       0                         32,000,000             0                0
                                                                                 ---                           ---                     ---                         ----------           ---              ---

    Investing cash provided (used) by continuing                         333,513,313                   277,395,623              45,197,580                         55,817,382  (143,723,657)     (23,417,678)
       operations



    Cash flows from financing activities

    Proceed from exercise of employee share options                                0                             0                       0                          1,572,428             0                0

    Share repurchases                                                       (108,894)                            0                       0                           (254,511)      (51,178)          (8,339)

    Dividend paid to non-controlling shareholders                                  0                             0                       0                           (950,000)   (1,422,417)        (231,762)
                                                                                 ---                           ---                     ---                           --------    ----------         --------

    Financing cash provided (used) by continuing                            (108,894)                            0                       0                            367,917    (1,473,595)        (240,101)
       operations



    Effect of exchange rate changes on cash                                   87,250                    (2,022,731)               (329,574)                        (3,505,779)   (3,293,705)        (536,661)

    Net increase (decrease) in cash                                      331,259,886                   288,594,419              47,022,259                         99,403,731   (50,550,695)      (8,236,500)

    Cash and cash equivalent at beginning of period                      170,425,517                   161,356,566              26,290,704                        405,874,701   501,772,653       81,756,550
                                                                         -----------                   -----------              ----------                        -----------   -----------       ----------

    Cash and cash equivalents at end of period                           501,772,653                   447,928,254              72,983,389                        501,772,653   447,928,253       72,983,389
                                                                         ===========                   ===========              ==========                        ===========   ===========       ==========

SOURCE Noah Education Holdings Ltd.