SHENZHEN, China, May 22, 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 third fiscal quarter ended March 31, 2013.

Third Quarter Fiscal 2013 Financial Highlights (compared to third quarter fiscal 2012)


    --  Net revenue increased 24.6% to RMB46.4 million (US$7.5 million)
    --  Gross profit decreased 0.9% to RMB17.2 million (US$2.8 million), and
        gross profit margin was 37.0%
    --  Operating loss was RMB4.5 million (US$0.7 million) as compared to an
        operating loss of RMB1.8 million
    --  Net loss was RMB0.2 million (US$0.03 million), compared to a net income
        of RMB2.2 million
    --  Non-GAAP net loss, excluding share based compensation expenses, was
        RMB0.2 million (US$0.03 million), compared to a Non-GAAP net income of
        RMB2.6 million
    --  Basic and diluted earnings per share were nil as compared to basic and
        diluted earnings per share of RMB0.04
    --  Non-GAAP basic and diluted earnings per share were nil as compared to
        non-GAAP basic and diluted earnings per share of RMB0.05

Commenting on the results, Dong Xu, Chairman and Chief Executive Officer of Noah, said, "We are pleased to report that Noah recorded another strong quarter of top line growth in a traditionally slow quarter during which the month-long Chinese New Year holidays and winter break fell. Nevertheless, our revenue increased 24.6% year-over-year, driven by contributions from our newly acquired DDK Consulting and Xiaoxiao Consulting, as well as organic growth from our existing schools and kindergartens."

Mr. Xu continued, "Looking ahead, while staff costs has increased across the education services sector, we are confident of maintaining our margins at the current level through our two-pronged strategy of growing organically and by strategic acquisitions in the longer term. We strongly believe that business sustainability and delivering consistent results are essential in creating value for our shareholders."

Dora Li, Chief Financial Officer, added, "We are optimistic in meeting our fiscal year 2013 guidance as we progress to the final quarter. The fourth quarter is traditionally one of our strongest in terms of revenue, as we anticipate a full three months of revenue recognition across all our operations. Our cash inflows from operations also provide us important financial resources for future business expansion. Last but not least, we remain on course in achieving breakeven at the operating level for fiscal year 2013."

Third Quarter of Fiscal Year 2013 Financial Results

Net revenue

Net revenue for the third quarter of fiscal 2013 increased 24.6% year-over-year to RMB46.4 million (US$7.5 million) from RMB37.3 million. The increase was attributable mainly to the newly acquired business of DDK Consulting and Xiaoxiao Consulting and organic growth of existing schools and kindergartens.

In terms of revenue breakdown by business lines, revenue from kindergartens increased 38.7% year-over-year to RMB28.3 million (US$4.5 million) from RMB20.4 million. Revenue from primary and secondary schools increased 29.9% year-over-year to RMB11.3 million (US$1.8 million) from RMB8.7 million. Revenue from supplemental education, which includes English training courses and the sale of teaching materials, decreased 17.1% year-over-year to RMB6.8 million (US$1.1 million) from RMB8.2 million.


                                                                                                                                                                           
    Services                                                                                        3Q FY2013                                3Q FY2012
    --------                                                                                        ---------                                ---------
                                                                                                                                       
                                          Revenue                                                 Percentage of             Revenue               Percentage of
                                                                                                   net revenue                                      net revenue
                                       (RMB million)                                              (RMB million)
                                        ------------                                              ------------
                                                                                                                                                                          
    Kindergartens                                                                                28.3            61.0          20.4                                 54.7
    -------------                                                                                ----            ----          ----                                 ----
                                                                                                                                                                          
    Primary and secondary schools                                                                11.3            24.4           8.7                                 23.3
    -----------------------------                                                                ----            ----           ---                                 ----
                                                                                                                                                                          
    Supplemental education                                                                        6.8            14.6           8.2                                 22.0
    ----------------------                                                                        ---            ----           ---                                 ----
                                                                                                                                                                          
    Total                                                                                        46.4             100          37.5                                  100
    -----                                                                                        ----             ---          ----                                  ---

Gross profit and gross profit margin

Gross profit for the third quarter of fiscal 2013 decreased 0.9% year-over-year to RMB17.2 million (US$2.8 million) from RMB17.3 million. Gross profit margin for the third quarter of fiscal 2013 was 37.0%, compared to 46.5% in the third quarter of fiscal 2012. The decrease in gross profit margin was primarily due to an increase in staff costs and expenses associated with the newly acquired DDK Consulting and Xiaoxiao Consulting, as well as an overall increase in the salaries of teachers in existing schools reflecting escalating staff costs generally in China's educational sector.

Operating expenses

Total operating expenses for the third quarter of fiscal 2013 were RMB25.2 million (US$4.0 million), compared to RMB23.2 million in the third quarter of fiscal 2012, primarily due to the increase in general and administrative expenses.

Research and development ("R&D") expenses for the third quarter of fiscal 2013 were RMB0.4 million (US$0.07 million), compared to RMB0.8 million in the same period of fiscal 2012. The decrease in R&D expenses was mainly due to the decrease in staff costs as result of a consolidation in R&D staffing. As a percentage of net revenue, R&D expenses decreased to 1.0% in the third quarter of fiscal 2013 from 2.1% in the same quarter of fiscal 2012. The R&D investment is focused on the development of teaching materials.

Sales and marketing ("S&M") expenses for the third quarter were RMB1.5 million (US$0.2 million) compared to RMB1.3 million in the same period of fiscal 2012. The increase in S&M expenses was mainly attributable to the increase in promotion expenses related to spring term enrollment in our primary and secondary school sector. As a percentage of net revenue, S&M expenses decreased to 3.1% in the third quarter of fiscal 2013, compared to 3.5% in the same period of fiscal 2012.

General and administrative ("G&A") expenses for the third quarter of fiscal 2013 were RMB23.1 million (US$3.7 million), compared to RMB21.1 million in the same period of fiscal 2012. The increase in G&A expenses was primarily attributable to incremental G&A expenses arising from the acquired business of DDK and Xiaoxiao Consulting of RMB0.9 million (US$0.1 million), and from newly opened kindergartens of RMB0.6 million (US$0.1 million). As a percentage of net revenue, G&A expenses decreased to 49.7% in the third quarter of fiscal 2013, compared to 56.6% in the same period of fiscal 2012. The decrease in G&A expenses, as a percentage of net revenue reflects the improvement of the Company's operational leverage with the expansion of revenue scale.

Other operating income

Other operating income for the third quarter of fiscal 2013 decreased 15.3% year-over-year to RMB3.5 million (US$0.6 million) from RMB4.1 million in the third quarter of fiscal 2012. The decrease was mainly due to decreased in revenue derived from training camps and interest groups.

Net operating loss

Net operating loss for the third quarter of fiscal 2013 was RMB4.5 million (US$0.7 million), compared to an operating loss of RMB1.8 million in the third quarter of fiscal 2012. The increase in operating loss for this quarter is mainly attributable to the increase in staff cost and expenses associated with the newly acquired DDK Consulting and Xiaoxiao Consulting, as well as an overall increase in the salaries of teachers in existing schools.

Non-operating income

Interest income for the third quarter of fiscal 2013 was RMB0.4 million (US$0.07 million), compared to RMB0.2 million in the same period of fiscal 2012. Investment income for the third quarter of fiscal 2013 was RMB4.6 million (US$0.7 million), compared to RMB5.5 million in the third quarter of fiscal 2012. The Company incurred a non-operating loss for the third quarter of fiscal 2013 of RMB0.5 million (US$0.07 million), due to the recognition of an impairment loss of RMB1.1 million from our investment in Franklin Electronic Publishers. In the same period of fiscal 2012, Noah reported other non-operating income of RMB0.4 million.

Income tax expenses

Income tax expenses for the third quarter of fiscal 2013 were RMB0.2 million (US$0.04 million), compared to an expense of RMB1.7 million for the same period in fiscal 2012. The decrease was mainly due to the decrease in income before tax.

Net Income/ (loss)

Net loss for the third quarter of fiscal 2013 was RMB0.2 million (US$0.03 million), compared to a net income of RMB2.2 million in the same period of fiscal 2012. Basic and diluted earnings per share were nil, compared to basic and diluted earnings per share of RMB0.04 in the third quarter of fiscal 2012.

Net loss excluding share-based compensation expenses (non-GAAP) for the third quarter of fiscal 2013 was RMB0.2million (US$0.03 million), compared to non-GAAP net income of RMB2.6 million in the same period of fiscal 2012. Non-GAAP basic and diluted earnings per share for the third quarter of fiscal 2013 were nil, compared to a non-GAAP basic and diluted earnings per share of RMB0.05 in the third quarter of fiscal 2012.

Liquidity

Cash and cash equivalents, and short-term investments totaled RMB531.1 million (US$85.5 million) as of March 31, 2013, compared to RMB486.6 million as of December 31, 2012. For the three months ended March 31, 2013, operating cash provided by continuing operations was RMB57.3 million (US$9.2 million).

Free cash flow for the quarter ended March 31, 2013 was RMB45.0 million (US$7.2 million), compared to outflow of RMB30.2 million as of December 31, 2012. Free cash flow includes operating cash flow less cash spent on capital expenditure and acquisition for the period.

Deferred revenue

Deferred revenue related to tuition fees and franchising fees was RMB60.3 million (US$9.7 million) as of March 31, 2013, compared to RMB24.2 million as of December 31, 2012. Deferred revenue primarily includes the tuition fees and franchising fees collected that have not yet been recognized during the quarter. It will be recognized according to the course and contract schedule.

Operational Updates

Noah operated 65 schools and kindergartens in its network at the end of the third quarter of fiscal 2013. The network includes 49 kindergartens, two of which have recently opened in the period and have begun contributing revenue. Currently, there are 10 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 enrollment rate of 38% as of March 31, 2013.

Noah also operates 11 directly-owned supplemental training centers.

Student enrollment totaled over 21,400, reflecting a year-over-year increase of about 23% due to the expansion of the network. Categorized according to business segments, more than 12,600 students are enrolled in kindergartens, while approximately 4,900 are accounted for in primary and secondary schools, and the remaining 3,900 are in directly owned supplemental training centers.

Financial Outlook for the Fourth Quarter of Fiscal 2013 and Full Fiscal 2013

Based on current estimates and market conditions, for the fourth quarter of fiscal 2013, Noah expects to generate net revenue in the range of RMB58 million (US$9.3 million) to RMB67 million (US$10.8 million). For the full fiscal 2013, the Company maintains the revenue outlook in the range of RMB206 million (US$33.0 million) to RMB215 million (US$34.6 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, May 23, 2013 to discuss its third quarter of fiscal year 2013 financial results and recent business activities. The conference call may be accessed by calling:



    US                              +1-866-519-4004

    International                   +65-6723-9381

    China, Domestic                  400-620-8038,
                                     800-819-0121

    Hong Kong                       800-930-346

Please dial in 10 minutes before the scheduled starting time. An operator will answer your call and please use "Noah" as the verbal passcode to access the call. Replay of the conference call will be available from 11:00 am US Eastern Time on May 23, 2013 until March 30, 2013 by dialing the following numbers:



    US                              +1-855-452-5696

    International                   +61-2-8199-0299

    China                           400-120-0932, 800-870-0205

    Hong Kong                       800-963-117

    Passcode                                          44898403

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 RMB6.2108, the noon buying rate for US dollars in effect on March 31, 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.
Email: ir@noaheducation.com




                                                                      Noah Education Holdings Ltd.

                                                                       Consolidated Balance Sheet


                                                                                                   December 31              March 31

                                                                                                                      2012                    2013
                                                                                                                      ----                    ----

                                                                                                    Unaudited               Unaudited
                                                                                                    ---------               ---------

                                                                                                       RMB                     RMB                  USD

    Assets:

    Current assets

    Cash and cash equivalents                                                                                  184,575,609             161,356,566       25,979,997

    Investments

    Held to maturity investments                                                                               302,003,441             369,703,441       59,525,897

    Accounts receivables, net of allowance of doubtful debts                                                       296,832                 337,131           54,281

    Inventories                                                                                                  5,119,933               4,642,528          747,493

    Prepaid expenses, and other current assets                                                                  27,384,846              26,200,693        4,218,570
                                                                                                                ----------              ----------        ---------

    Total current assets                                                                                       519,380,661             562,240,359       90,526,238

    Investments                                                                                                 16,536,812              15,432,931        2,484,854

    Property, plant and equipment, net                                                                         197,208,442             199,628,288       32,142,121

    Intangible assets, net                                                                                      83,110,006              81,752,779       13,163,003

    Goodwill                                                                                                    75,486,941              75,486,941       12,154,141

    Deposit for property, plant and equipment                                                                      775,675               2,586,916          416,519

    Deferred tax assets - non-current                                                                              186,569                 141,166           22,729
                                                                                                                   -------                 -------           ------

    Total assets                                                                                               892,685,106             937,269,380      150,909,605
                                                                                                               ===========             ===========      ===========


    Liabilities and Shareholders' equity

    Current liabilities

    Accounts payable (including account payables of the                                                          1,499,973               1,358,983          218,810
             consolidated variable interest entities ("VIEs") without
             recourse to the Company of RMB1,457,134 and
             RMB1,315,664 as of December 31, 2012 and March 31,
             2013, respectively)

    Other payables and accruals (including other payables, accruals                                             36,990,477              48,171,743        7,756,125
             of the consolidated VIEs without recourse to the Company
             of RMB13,505,027 and RMB21,534,003 as of December 31,
             2102 and March 31, 2013, respectively)

    Advances from customers (including advance from customer of                                                    578,904                 468,703           75,466
             the consolidated VIEs without recourse to the Company of
             RMB568,310 and RMB463,408 as of December 31, 2012 and
             March 31, 2013, respectively)

    Income tax payable (including income tax payables of the                                                    17,879,204              16,839,966        2,711,400
             consolidated VIEs without recourse to the Company of
             RMB8,175,506 and RMB6,574,234 as of December 31, 2012
             and March 31, 2013, respectively)

    Deferred revenue (including deferred revenues of the                                                        23,262,482              59,222,987        9,535,484
             consolidated VIEs without recourse to the Company of
             RMB4,668,876 and RMB25,256,986 as of December 31,
             2012 and March 31, 2013, respectively)

    Contingent consideration payable                                                                             3,395,000               3,395,000          546,628
                                                                                                                 ---------               ---------          -------

    Total current liabilities                                                                                   83,606,040             129,457,382       20,843,913
                                                                                                                ==========             ===========       ==========

    Deferred revenues - non-current                                                                              3,327,424               3,136,747          505,047

    Deferred tax liabilities                                                                                    10,219,833               9,813,852        1,580,127

    Other liabilities                                                                                            1,102,801               1,102,801          177,563
                                                                                                                 ---------               ---------          -------

    Total non-current liabilities                                                                               14,650,058              14,053,400        2,262,737

    Total liabilities                                                                                           98,256,098             143,510,782       23,106,650
                                                                                                                ==========             ===========       ==========


    Shareholders' equity

    Ordinary shares                                                                                                 14,841                  14,841            2,390

    Additional paid-in capital                                                                               1,047,772,763           1,047,772,763      168,701,739

    Accumulated other comprehensive loss                                                                      (120,997,040)           (121,371,763)     (19,542,051)

    Retained earnings                                                                                         (202,575,169)           (202,709,680)     (32,638,256)
                                                                                                              ------------            ------------      -----------

    Total Noah Education Holdings Ltd. shareholders' equity                                                    724,215,395             723,706,161      116,523,822
                                                                                                               -----------             -----------      -----------

    Non-controlling interests                                                                                   70,213,613              70,052,437       11,279,133
                                                                                                                ----------              ----------       ----------

    Total equity                                                                                               794,429,008             793,758,598      127,802,955
                                                                                                               -----------             -----------      -----------

    Total liabilities and shareholders' equity                                                                 892,685,106             937,269,380      150,909,605
                                                                                                               ===========             ===========      ===========



                                                                                        Noah Education Holdings Ltd.

                                                                                    Consolidated Statements of Operations


                                                     Three months ended March 31                                        Nine months ended March 31
                                                     ---------------------------                                        --------------------------

                                                                              2012                        2013                                         2012                  2013

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

                                                                 RMB                         RMB                              USD                               RMB                RMB              USD

    Net revenue                                                         37,270,199                  46,435,942                       7,476,644                        116,351,788      147,952,131       23,821,751

    Cost of revenue                                                    (19,945,356)                (29,263,086)                     (4,711,645)                       (62,817,369)     (87,151,997)     (14,032,330)
                                                                       -----------                 -----------                      ----------                        -----------      -----------      -----------

    Gross profit                                                        17,324,843                  17,172,856                       2,764,999                         53,534,419       60,800,134        9,789,421
                                                                        ----------                  ----------                       ---------                         ----------       ----------        ---------

    Research & development expenses                                       (783,723)                   (427,772)                        (68,876)                        (2,256,886)      (1,611,411)        (259,453)

    Sales & marketing expenses                                          (1,318,864)                 (1,457,516)                       (234,674)                        (4,513,559)      (4,448,221)        (716,207)

    General & administrative expenses                                  (21,111,395)                (23,095,703)                     (3,718,636)                       (65,118,894)     (67,337,942)     (10,842,072)

    Other expenses                                                         (16,291)                   (170,400)                        (27,436)                           (33,463)        (254,690)         (41,008)
                                                                           -------                    --------                         -------                            -------         --------          -------

    Total operating expenses                                           (23,230,273)                (25,151,391)                     (4,049,622)                       (71,922,802)     (73,652,264)     (11,858,740)

    Other operating income                                               4,093,262                   3,468,649                         558,487                         12,381,499       12,713,730        2,047,036
                                                                         ---------                   ---------                         -------                         ----------       ----------        ---------

    Net operating (loss)                                                (1,812,168)                 (4,509,886)                       (726,136)                        (6,006,884)        (138,400)         (22,283)

    Interest income                                                        239,935                     424,043                          68,275                            931,370        1,208,860          194,638

    Investment income                                                    5,492,581                   4,617,151                         743,407                         13,202,071       13,800,389        2,221,999

    Other non-operating income(loss)                                       (79,713)                   (454,217)                        (73,134)                         3,050,115       (4,241,804)        (682,972)
                                                                           -------                    --------                         -------                          ---------       ----------         --------

    Income before income taxes                                           3,840,635                      77,091                          12,412                         11,176,672       10,629,045        1,711,382

    Income tax (expenses)                                               (1,683,167)                   (240,361)                        (38,700)                        (4,932,350)      (3,727,222)        (600,119)
                                                                        ----------                    --------                         -------                         ----------       ----------         --------

    Net income/(loss)                                                    2,157,468                    (163,270)                        (26,288)                         6,244,322        6,901,823        1,111,263

    less: net income/(loss) attributable to non-                           610,823                     (28,759)                         (4,630)                         2,548,907        1,740,939          280,308
           controlling shareholders


    Net income/(loss) attributable to Noah Education                     1,546,645                    (134,511)                        (21,658)                         3,695,415        5,160,884          830,955
       Holdings Ltd. shareholders



    Net income/(loss) per share

    Basic                                                                     0.04                       (0.00)                          (0.00)                              0.10             0.14             0.02

    Diluted                                                                   0.04                       (0.00)                          (0.00)                              0.10             0.14             0.02


    Weighted average ordinary shares outstanding

    Basic                                                               37,625,186                  36,563,991                      36,563,991                         37,640,503       36,564,300       36,564,300

    Diluted                                                             37,718,241                  36,587,482                      36,587,482                         37,744,299       36,564,300       36,564,300



                                                                                                                                               Noah Education Holdings Ltd.

                                                                                                                                            Reconciliation of Non-GAAP to GAAP


                                                                                           The Third Quarter                                          The First Nine Months
                                                                                           -----------------                                          ---------------------

                                                                                     FY 2012                   FY 2013                          FY 2012                        FY 2013
                                                                                     -------                   -------                          -------                        -------

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

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


    GAAP net revenue                                                                         37,270,199               100.0     46,435,942              7,476,644               100.0      116,351,788       100.0     147,952,131      23,821,751       100.0


    GAAP gross profit                                                                        17,324,843                46.5     17,172,856              2,764,999                37.0       53,534,419        46.0      60,800,134       9,789,421        41.1

    Share-based compensation                                                                          0                 0.0              0                      0                 0.0                0         0.0               0               0         0.0
                                                                                                    ---                 ---            ---                    ---                 ---              ---         ---             ---             ---         ---

    Non-GAAP gross profit                                                                    17,324,843                46.5     17,172,856              2,764,999                37.0       53,534,419        46.0      60,800,134       9,789,421        41.1
                                                                                             ==========                ====     ==========              =========                ====       ==========        ====      ==========       =========        ====


    GAAP operating income (loss)                                                             (1,812,168)               -4.9     (4,509,886)              (726,136)               -9.7       (6,006,884)       -5.2        (138,400)        (22,283)       -0.1

    Share-based compensation                                                                    480,169                 1.3              0                      0                 0.0        2,279,837         2.0         960,337         154,624         0.6
                                                                                                -------                 ---            ---                    ---                 ---        ---------         ---         -------         -------         ---

    Non-GAAP operating income                                                                (1,331,999)               -3.6     (4,509,886)              (726,136)               -9.7       (3,727,047)       -3.2         821,937         132,341         0.6
                                                                                             ==========                ====     ==========               ========                ====       ==========        ====         =======         =======         ===


    GAAP net income                                                                           2,157,468                 5.8       (163,270)               (26,288)               -0.4        6,244,322         5.4       6,901,823       1,111,263         4.7

    Share-based compensation                                                                    480,169                 1.3              0                      0                 0.0        2,279,837         2.0         960,337         154,624         0.6
                                                                                                -------                 ---            ---                    ---                 ---        ---------         ---         -------         -------         ---

    Non-GAAP net income                                                                       2,637,637                 7.1       (163,270)               (26,288)               -0.4        8,524,159         7.3       7,862,160       1,265,887         5.3
                                                                                              =========                 ===       ========                =======                ====        =========         ===       =========       =========         ===


    GAAP net income per share

    Basic                                                                                          0.04                              (0.00)                 (0.00)                                0.10                        0.14            0.02

    Diluted                                                                                        0.04                              (0.00)                 (0.00)                                0.10                        0.14            0.02


    Non-GAAP income  per share

    Basic                                                                                          0.05                              (0.00)                 (0.00)                                0.16                        0.17            0.03

    Diluted                                                                                        0.05                              (0.00)                 (0.00)                                0.16                        0.17            0.03


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



                                                                           Noah Education Holdings Ltd.

                                                                         Consolidated Cash Flow Statements



                                               The Third Quarter                                      The First Nine Months
                                               -----------------                                      ---------------------

                                                    FY 2012                FY 2013                                                  FY 2012     FY 2013
                                                    -------                -------                                                  -------     -------

                                                  (Unaudited)            (Unaudited)                                              (Unaudited) (Unaudited)

                                                      RMB                    RMB                               USD                                RMB                 RMB               USD

    Cash flows from operating activities

    Net income                                                2,157,468               (163,270)                          (26,288)                          6,244,322         6,901,822        1,111,261

    Adjustments to reconcile net income                                                                                                                            -                 -                -

    Amortization of intangible assets                         1,200,120              1,507,227                           242,678                           3,503,724         4,112,609          662,171

    Depreciation of property, plant and                       6,084,554              6,966,269                         1,121,638                          15,933,387        20,747,985        3,340,630
           equipment

    Share-based compensation expense                            480,169                      -                                 -                           2,279,837           960,337          154,624

    Loss on disposal of fixed assets                             13,196                170,990                            27,531                              13,196           319,622           51,462

    Allowance for doubtful debts                                      -                      -                                 -                                   -           462,288           74,433

    Impairment loss on Franklin B share                          50,534              1,103,881                           177,736                             581,574         6,266,913        1,009,035
           investment

    Changes in fair value of call option                        520,000                      -                                 -                             520,000                 -                -


    Change in current assets and liabilities

    Accounts receivables                                        (25,125)               (40,299)                           (6,489)                            626,462           (48,565)          (7,819)

    Related party receivables                                   (27,304)                     -                                 -                             (27,304)                -                -

    Inventories                                                 (73,356)               477,405                            76,867                             724,791           809,283          130,303

    Prepaid and others                                       (7,119,661)             1,959,827                           315,551                          40,838,781         6,842,676        1,101,738

    Deferred tax asset                                          112,557                 45,403                             7,310                              94,919           157,665           25,386

    Accounts payable                                            342,604               (140,991)                          (22,701)                           (778,258)         (419,586)         (67,557)

    Other payables and accruals                               3,117,659             11,181,267                         1,800,294                          (3,083,153)       15,594,285        2,510,834

    Advances from customers                                    (226,479)              (110,201)                          (17,743)                            (13,838)           36,955            5,950

    Deferred revenue                                         20,072,400             35,769,828                         5,759,295                          22,126,525        20,078,363        3,232,814

    Income tax payable                                          486,767             (1,039,238)                         (167,328)                          4,444,260         2,622,181          422,197

    Deferred tax liability                                     (396,556)              (405,981)                          (65,367)                         (1,410,976)       (1,997,068)        (321,548)
                                                               --------               --------                           -------                          ----------        ----------         --------

    Operating cash provided (used) by                        26,769,547             57,282,117                         9,222,984                          92,618,249        83,447,765       13,435,914
       continuing operations



    Cash flows from investing activities

    Acquisition of property, plant and                       (3,592,817)            (9,557,105)                       (1,538,788)                        (23,332,652)      (29,978,383)      (4,826,815)
          equipment

    Prepayment for property, plant and                       (1,377,784)            (2,586,915)                         (416,519)                         (2,060,807)       (4,597,223)        (740,198)
          equipment

    Acquisition of intangible assets                                  -               (150,000)                          (24,151)                            (40,000)         (150,000)         (24,151)

    Acquisition of Kindergartens                                      -                      -                                 -                                   -       (29,921,337)      (4,817,630)

    Acquisition of Yuanbo                                             -                      -                                 -                         (25,097,107)       (7,272,337)      (1,170,918)

    (Increase) decrease in held-to-maturity                 (78,300,000)           (67,700,000)                      (10,900,367)                       (305,800,000)     (349,200,000)     (56,224,641)
          investment

    Decrease (increase) in short-term fixed                           -                      -                                 -                          32,000,000                 -                -
          deposits
                                                                                                                                                                                                    ---

    Investing cash provided (used) by                       (83,270,601)           (79,994,020)                      (12,879,825)                       (324,330,566)     (421,119,280)     (67,804,353)
       continuing operations



    Cash flows from financing activities

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

    Share repurchases                                                 -                      -                                 -                            (145,617)          (51,181)          (8,241)

    Dividend paid to non-controlling                                  -               (132,417)                          (21,320)                           (950,000)       (1,422,417)        (229,023)
          shareholders
                                                                                                                                                                                                    ---

    Financing cash provided (used) by                                 -               (132,417)                          (21,320)                            476,811        (1,473,598)        (237,264)
       continuing operations
                                                                                                                                                                                                    ---


    Effect of exchange rate changes on cash                    (154,850)              (374,723)                          (60,334)                         (4,213,678)       (1,270,974)        (204,642)

    Net increase (decrease) in cash                         (56,501,054)           (22,844,320)                       (3,678,161)                       (231,235,506)     (339,145,113)     (54,605,703)

    Cash and cash equivalent at beginning of                227,081,421            184,575,609                        29,718,492                         405,874,701       501,772,653       80,790,342
       period


    Cash and cash equivalents at end of period              170,425,517            161,356,566                        25,979,997                         170,425,517       161,356,566       25,979,997
                                                            ===========            ===========                        ==========                         ===========       ===========       ==========

SOURCE Noah Education Holdings Ltd.