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 Noah Education Holdings (NYSE:NED)

Thursday, July 31, 2014
Going Private News

SHENZHEN, China, July 31, 2014 /PRNewswire/ -- Noah Education Holdings Ltd. ("Noah" or the "Company") (NYSE: NED), a leading provider of education services in China, today announced the completion of the merger contemplated by the previously announced agreement and plan of merger dated April 2, 2014, which was amended by Amendment No. 1 to the Agreement and Plan of Merger dated as of June 9, 2014 (as amended, the "Merger Agreement"), among the Company, Rainbow Education Holding Limited ("Parent") and Rainbow Education Merger Sub Holding Limited. As a result of the merger, the Company became a wholly owned subsidiary of Parent.

Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on July 25, 2014, each outstanding ordinary share of the Company ("Share") has been cancelled in exchange for the right to receive $2.85 per Share and each American depositary share ("ADS"), each representing one Share, has been cancelled in exchange for the right to receive $2.85 per ADS (less $0.05 per ADS cancellation fee pursuant to the terms of the deposit agreement, dated October 18, 2007 among the Company, The Bank of New York Mellon (the "ADS Depositary") and all holders from time to time of ADSs issued thereunder), in each case, in cash, without interest and net of any applicable withholding taxes, other than (a) certain Shares held by each of the Rollover Shareholders as set forth in a support agreement dated as of April 2, 2014, which was amended by Amendment No. 1 to the Support Agreement dated as of June 9, 2014, entered into by the Rollover Shareholders and Parent, (b) Shares held by Parent, the Company or any of their Subsidiaries, and (c) Shares held by the ADS Depositary that are not represented by ADSs, all of which were cancelled and ceased to exist at the effective time of the Merger for no consideration. The Company did not receive any notice of objection from any shareholder prior to the vote to approve the Merger, which is required for exercising any dissenter rights.

Registered shareholders entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration and should wait to receive the letter of transmittal before surrendering their share certificates. Payment of the merger consideration will be made to surrendering ADS holders and holders of ADSs in uncertificated form as soon as practicable after the ADS Depositary receives the merger consideration.

The Company also announced today that it requested that trading of its ADSs on the New York Stock Exchange (the "NYSE") to be suspended as of 4:00 p.m. (New York time) on July 30, 2014. The Company requested that the NYSE file a Form 25 with the Securities and Exchange Commission (the "SEC") notifying the SEC of the delisting of its ADSs on the NYSE and the deregistration of the Company's registered securities. The Company intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing a Form 15 with the SEC. The Company's obligation to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.


Friday, July 25, 2014
Going Private News

SHENZHEN, China, July 25, 2014 /PRNewswire/ -- Noah Education Holdings Ltd. ("Noah" or the "Company") (NYSE: NED), a leading provider of education services in China, today announced that at an extraordinary general meeting held today, the Company's shareholders voted in favor of the proposal to approve the previously announced agreement and plan of merger dated April 2, 2014, which was amended by Amendment No. 1 to the Agreement and Plan of Merger dated as of June 9, 2014 (as amended, the "Merger Agreement"), among the Company, Rainbow Education Holding Limited and Rainbow Education Merger Sub Holding Limited ("Merger Sub") and the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Annex A to the Merger Agreement (the "Plan of Merger") and the transactions contemplated thereby, including the Merger (as defined below). Pursuant to the Merger Agreement and the Plan of Merger, Merger Sub will be merged with and into the Company (the "Merger") with the Company continuing as the surviving corporation.

Of the Company's ordinary shares entitled to vote at the extraordinary general meeting, approximately 81.6% of such ordinary shares were voted in person or by proxy at today's meeting. The proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, received approval from holders of approximately 98.3% of the ordinary shares present and voting in person or by proxy as a single class at the extraordinary general meeting.

Completion of the Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. The Company will work with the various other parties to the Merger Agreement to satisfy all other conditions precedent to the Merger set forth in the Merger Agreement and complete the Merger as quickly as possible. If and when completed, the Merger would result in (i) the unaffiliated shareholders receiving US$2.85 per ordinary share and the unaffiliated holders of American depositary shares of the Company (the "ADSs"), each representing one ordinary share, receiving US$2.85 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, (ii) the Company becoming a privately-held company, and (iii) the ADSs no longer being listed on the New York Stock Exchange.


Wednesday, April 2, 2014
Going Private News

SHENZHEN, China, April 2, 2014 /PRNewswire/ -- Noah Education Holdings Ltd. ("Noah" or the "Company") (NYSE: NED), a leading provider of education services in China, today announced that the Company has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with Rainbow Education Holding Limited ("Parent") and Rainbow Education Merger Sub Holding Limited ("Merger Sub"), a wholly owned subsidiary of Parent, pursuant to which Parent will acquire the Company for US$2.85 per ordinary share or US$2.85 per American Depositary Share of the Company ("ADS", each representing one ordinary share of the Company). This represents a 26.7% premium over the closing price of US$2.25 per ADS as quoted by the New York Stock Exchange (the "NYSE") on December 23, 2013, the last trading day prior to the Company's announcement on December 24, 2013 that it had received a "going private" proposal, and a 21.5% 32.3% and 49.0% premium to the volume-weighted average closing price of the Company's ADSs during the 30, 90 and 180 trading days prior to December 24, 2013, respectively. The consideration to be paid to holders of ordinary shares and ADSs implies an equity value of the Company of approximately US$107.4 million, on a fully diluted basis.

Immediately following the consummation of the transactions contemplated under the Merger Agreement, Parent will be beneficially owned by a consortium (the "Consortium") comprised of MSPEA Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and an affiliate of Morgan Stanley Private Equity Asia, the private equity arm of Morgan Stanley ("MSPEA"), along with the following existing shareholders of the Company who have elected to roll-over their interests in the Company in connection with the Merger (as defined below): Jointly Gold Technologies Limited, a company incorporated under the laws of the British Virgin Islands and wholly owned by Mr. Dong Xu, the chairman of the board of directors and chief executive officer of the Company; First Win Technologies Limited, a company incorporated under the laws of the British Virgin Islands and wholly owned by Mr. Benguo Tang, a director of the Company; Global Wise Technologies Limited, a company incorporated under the laws of the British Virgin Islands and wholly owned by Mr. Xiaotong Wang; Sunshine Nation Limited, a company incorporated under the laws of the British Virgin Islands and wholly owned by Ms. Siyuan Du; Mr. Du Qicai, a director of the Company and Baring Asia II Holdings (22) Limited, a company incorporated under the laws of the British Virgin Islands and an affiliate of Baring Private Equity Asia ("Baring"). The members of the Consortium beneficially own in aggregate approximately 68% of the outstanding ordinary shares of the Company (including ordinary shares represented by ADSs).

Pursuant to the Merger Agreement and subject to its terms and conditions, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). In connection with and at the effective time of the Merger, all of the Company's ordinary shares issued and outstanding immediately prior to the effective time of the Merger (including ordinary shares represented by ADSs) will be cancelled and converted into and exchanged for the right to receive US$2.85 per ordinary share or US$2.85 per ADS, in each case, in cash, and without interest, except for: (a) the ordinary shares (including ordinary shares represented by ADSs) beneficially owned by any member of the Consortium and ordinary shares held by The Bank of New York Mellon (the "Depositary") that are reserved for issuance of ADSs upon exercise of options under the Company's share incentive plans, all of which will be cancelled at the effective time of the Merger for no consideration and (b) ordinary shares held by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters' rights pursuant to Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), all of which will be cancelled at the effective time of the Merger for the right to receive the value of such shares in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands.

The Consortium intends to fund the Merger through a cash contribution from MSPEA pursuant to an equity commitment letter.

The Company's board of directors, acting upon the unanimous recommendation of the special committee (the "Special Committee") formed by the board of directors, approved the Merger Agreement and the Merger and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee, which is composed solely of directors of the Company who are unaffiliated with any of Parent, Merger Sub, the Consortium or any of the management members of the Company, exclusively negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.

The Merger, which is currently expected to close during the second or third quarter of 2014, is subject to customary closing conditions as well as the approval by an affirmative vote of shareholders representing two-thirds or more of the ordinary shares present and voting in person or by proxy as a single class at a meeting of the Company's shareholders which will be convened to consider the approval of the Merger Agreement and the Merger. Members of the Consortium have agreed to vote all of their ordinary shares of the Company in favor of such approval. This represents voting commitments from shareholders beneficially owning approximately 68% of the Company's outstanding ordinary shares (including ordinary shares represented by ADSs). If completed, the Merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the NYSE.


Thursday, February 27, 2014
Comments & Business Outlook

Second Quarter Fiscal 2014 Financial Results

  • Net revenue for the second quarter of fiscal 2014 increased 12.1% year-over-year to RMB70.3 million (US$11.6 million) fromRMB62.7 million.
  • Non-GAAP basic and diluted earnings per share were RMB0.17 (US$0.03) as compared to non-GAAP basic and diluted earnings per share of RMB0.14

Dong Xu, Chairman and Acting Chief Executive Officer of Noah, said, "We are pleased to report that Noah has exceeded our revenue guidance once again, in a traditionally strong second quarter. During the second quarter for fiscal 2014, our primary and secondary schools was our key revenue driver while we continued to ramp up the utilization of our kindergartens as well."

Mr. Xu continued, "Going forward, we remain focused on growing the Company's business organically and plan to roll out two to three new kindergartens in Guangdong and Zhejiang provinces in the third quarter of fiscal 2014, thereby further expanding our existing network."

Ms. Dora Li, Chief Financial Officer, added, "We have achieved a stronger margin this quarter, not only due to a strong revenue contribution, but all the more as a result of our effective cost management in the midst of a wage inflation environment."

Financial Outlook for the Third Quarter and Full Fiscal 2014

Based on current estimates and market conditions, for the third quarter of fiscal 2014, Noah expects to generate net revenue in the range of RMB54 million (US$8.9 million) to RMB57 million (US$9.4 million). For the full fiscal 2014, the Company expects to generate revenue between RMB237 million (US$39.1 million) and RMB251 million (US$41.5 million). This forecast reflects Noah's current and preliminary view, which is subject to change.


Friday, January 10, 2014
Going Private News

SHENZHEN, China, Jan. 10, 2014 /PRNewswire/ -- Noah Education Holdings Ltd. ("Noah" or the "Company") (NYSE: NED), a leading provider of education services in China, today announced that the special committee of the Company's board of directors (the "Special Committee") has retained Duff & Phelps Securities, LLC as its financial advisor and Latham & Watkins as its legal advisor to assist the Special Committee in its work.

As previously announced, the Company's board of directors formed the Special Committee to review and evaluate the non-binding proposal received by the Company's board of directors on December 24, 2013 from certain existing shareholders of the Company, including Mr. Dong Xu, Mr. Benguo Tang, Mr. Xiaotong Wang, Ms. Siyuan Du, Mr. Qicai Du and affiliates of the foregoing, and MSPEA Education Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islandsand an affiliate of Morgan Stanley Private Equity Asia, the private equity arm of Morgan Stanley (collectively, the "Consortium Members") to acquire all of the outstanding shares of the Company not currently owned by the Consortium Members in a "going private" transaction at a proposed price of US$2.80 in cash per ordinary share and US$2.80 per American Depositary Share of the Company ("ADS," each ADS representing one ordinary share of the Company), on the principal terms and conditions described in the proposal letter (the "Proposal").

The Company cautions its shareholders and others considering trading in its securities that the Special Committee is continuing its evaluation of the Proposal, as well as the Company's other strategic alternatives, and no decisions have been made by the Special Committee with respect to its response to the Proposal.  There can be no assurance that any definitive offer will be made by the Consortium, that any agreement will be executed, or that the Proposal or any other transaction will be approved or consummated.  The Special Committee has not set a definitive timetable for the completion of its evaluation of the Proposal or any other strategic alternatives and does not currently intend to announce developments unless and until an agreement has been reached.


Tuesday, December 24, 2013
Going Private News

SHENZHEN, China, Dec. 24, 2013 /PRNewswire/ -- Noah Education Holdings Ltd. ("Noah" or the "Company") (NYSE: NED), a leading provider of education services in China, today announced that its board of directors has received a non-binding proposal letter datedDecember 24, 2013 from certain existing shareholders of the Company, including Mr. Xu Dong, Mr. Tang Benguo, Mr. Wang Xiaotong, Ms. Du Siyuan, Mr. Du Qicai and affiliates of the foregoing, and MSPEA Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and an affiliate of Morgan Stanley Private Equity Asia, the private equity arm of Morgan Stanley ("MSPEA" and, collectively, the "Consortium Members") to acquire all of the outstanding shares of the Company not currently owned by the Consortium Members in a "going private" transaction (the "Transaction") at a price of US$2.80 in cash per ordinary share and US$2.80 per American Depositary Share of the Company ("ADS," each ADS representing one ordinary share of the Company), on the principal terms and conditions described in the proposal letter.

According to the proposal letter, the Consortium Members intend to form an acquisition company to implement the Transaction. The Consortium Members intend to finance the Transaction with equity capital provided by the Consortium Members. All Consortium Members who are existing shareholders of the Company intend to roll over their equity in the Company for equity in the acquisition company. Cash consideration for the acquisition will be funded or arranged by MSPEA. A copy of the proposal letter is attached hereto as Exhibit A.

The Company's board of directors has formed a special committee consisting of four independent directors (the "Special Committee") to consider this proposal. The Company expects that the Special Committee will retain a financial advisor and legal counsel to assist it in its work. The Company cautions its shareholders and others considering trading in its securities that the Company has just received the non-binding proposal and has not made any decisions with respect to the Company's response to the proposal.  There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.


Thursday, November 21, 2013
Comments & Business Outlook

First Quarter Fiscal 2014 Financial Results

  • Net revenue for the first quarter of fiscal 2014 increased 26.8% year-over-year to RMB49.2 million (US$8.0 million) fromRMB38.8 million
  • Non-GAAP basic and diluted losses per share were RMB0.02 (US$0.003) as compared to non-GAAP basic and diluted earnings per share of RMB0.03

Dong Xu, Chairman and Acting Chief Executive Officer of Noah, said, "We are pleased to deliver a strong first quarter for our fiscal year 2014, although the first quarter is a seasonally low season for our business. This is in line with our growth strategy as we have seen a significant increase in our revenues for this quarter through our expanded kindergartens operations, and strong organic growth in primary and secondary schools operations."

Mr. Xu continued, "Going forward, we remain focused on driving growth organically and through acquisitions. The education services industry is one of the few that have a strong resilient nature against economic cycles and we are confident that Noah will reap the full benefits with continuous organic growth through the increasing ramp up of our existing kindergartens and schools, diversifying our service offerings such as early childhood education, and collaborating with real estate developers to explore opportunities to roll out new schools and kindergartens. With our strong cash position, we are also actively pursuing acquisition opportunities to expand our geographic reach in other parts of China."

Dora Li, Chief Financial Officer of Noah, said, "Our margin for the first quarter is typically lower since kindergartens and schools are on summer break, with no revenue being recognized. In addition, costs associated with new kindergarten openings and expansion have increased as expected, causing further pressure on our gross margin in the first quarter. However, we expect this to normalize in the subsequent quarters."

Financial Outlook for the Second Quarter and Full Fiscal 2014

Based on current estimates and market conditions, for the second quarter of fiscal 2014, Noah expects to generate net revenue in the range of RMB66 million (US$9.8 million) to RMB70 million (US$11.4 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.


Thursday, August 29, 2013
Comments & Business Outlook

Fourth Quarter Fiscal 2013 Financial Results

  • 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%
  • 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

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."

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.


Tuesday, November 20, 2012
Comments & Business Outlook

First Quarter Fiscal 2013 

  • Net revenue increased 13.5% year-over-year to RMB38.8 million (US$6.2 million)
  • Gross profit decreased by 7.1% year-over-year to RMB15.1 million (US$2.4 million), and gross profit margin was 38.9%
  • Operating loss was RMB5.2 million (US$0.8 million) as compared to an operating loss of RMB1.9 million
  • Net loss was RMB0.07 million (US$0.01 million) as compared to a net income of RMB1.8 million
  • Basic and diluted earnings per share were RMB0.01(US$0.002) as compared to basic and diluted earnings per share of RMB0.02 
  • Non-GAAP basic and diluted earnings per share were RMB0.03 (US$0.004) as compared to a non-GAAP basic and diluted loss per share of RMB0.05.

Commenting on the results, Dong Xu, Chairman and Chief Executive Officer of Noah, said, "We are pleased to deliver another quarter of solid performance driven by our primary and secondary school segment with increasing revenue contribution from the ramp up of new schools and expanded capacities from mature schools.

Mr. Xu continued, "I am also very excited to announce the successful acquisition of the kindergartens from DKK Consulting and the acquisition of XiaoXiao Consulting in this quarter. Following on from this we plan on opening another 4 new kindergartens next quarter, reinforcing the continued success of our core strategy to expand the kindergarten portfolio. With the anticipated new additions, we are pleased to be able to revise our guidance upward to reflect the contribution from these new schools."

"Our strategy remains firmly focused on driving our growth organically and through acquisitions, with the ultimate goal of delivering long-term value to our shareholders."

Dora Li, Chief Financial Officer, added, "The first quarter is usually the low season for schools and kindergartens because of the summer break. In the first quarter of fiscal 2013, we incurred a full month of cost from Yuanbo in July, which was consolidated into the group starting August last year. As a result, this drags down our overall gross margin for the first quarter of fiscal 2013. While we continue our focus on organic and acquisitive growth and ramping up existing schools, we are confident that we will achieve a healthy gross margin and breakeven at operating level for full year fiscal 2013."

Financial Outlook for the Second Quarter of Fiscal 2013 and Upward Revision of Full Fiscal 2013

Based on current estimates, market conditions and the anticipation of revenue contribution from DKK Consulting and Xiaoxiao Consulting, as well as new kindergarten openings, for the second quarter of fiscal 2013, Noah expects to generate net revenue in the range of RMB 54 million (US$8.6 million) to RMB58 million (US$9.2 million). For the full fiscal 2013, the Company expects to generate revenue between RMB 206 million (US$32.8 million) and RMB215 million (US$34.2 million). The upward revision of Full Fiscal 2013 represents an increase of 26% to 32%. This forecast reflects Noah's current and preliminary view, which is subject to change.


Thursday, August 30, 2012
Comments & Business Outlook

Fourth Quarter Fiscal 2012 Highlights

  • Net revenue increased 57.8% year-over-year to RMB46.7 million (US$7.3 million)
  • Gross profit increased 47.5% year-over-year to RMB23.1 million (US$3.6 million), and gross profit margin was 49.5%
  • Operating loss was RMB54.4 million (US$8.6 million) as compared to an operating loss of RMB9.6 million
  • Non-GAAP operating income, excluding impairment loss on goodwill and intangible assets and share based compensation expenses, was RMB6.6 million (US$1.0 million), compared to an operating loss of RMB4.3 million
  • Net loss was RMB54.2 million (US$8.5 million) as compared to a net loss of RMB38.7 million
  • Non-GAAP net income, excluding impairment loss on goodwill and intangible assets and share based compensation expenses, was RMB6.9 million (US$1.1 million) as compared to non-GAAP net loss of RMB33.3 million
  • Basic and diluted loss per share was RMB1.57 (US$0.25) as compared to basic and diluted loss per share of RMB1.11
  • Non-GAAP basic and diluted earnings per share were RMB0.10 (US$0.02) as compared to a non-GAAP basic and diluted loss per share of RMB0.97

Commenting on the financials, Dora Li, Chief Financial Officer, said, "We are very pleased to see a continued improvement in our gross margin this quarter, and this has put us back on track to achieve breakeven for fiscal 2012. Despite the fact that we made an impairment charge on the valuations of Little News Star and Wentai Education to reflect the decline of fair value in the two brands, our business prospects and financials are continuing to go from strength to strength as evidenced by robust revenue growth and improved profitability at operating level."

Ms. Li continued, "While we will continue to expand our network through organic growth and acquisition, we expect gross margin to maintain at its current level on an annual basis, with operating costs starting to stabilize with a more scalable revenue base. We are confident that we will continue to achieve profitable growth through revenue expansion, and maintain a competitive cost base with the execution of our financial discipline."

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

Based on current estimates and market conditions, for the first quarter of fiscal 2013, Noah expects to generate net revenue in the range of RMB38 million (US$6.0 million) to RMB41 million(US$6.5 million). For the full fiscal 2013, the Company expects to generate revenue between RMB184 million (US$29.0 million) and RMB190 million (US$29.9 million). This forecast reflects Noah's current and preliminary view, which is subject to change.


Tuesday, August 21, 2012
Non-GAAP Reconcialion

SHENZHEN, China, Aug. 21, 2012 /PRNewswire-Asia/ -- Noah Education Holdings Ltd. (NYSE: NED) ("Noah" or "the Company"), a leading provider of education services in China, today announced that it expects to record a non-cash impairment charge in the range of RMB55 million to RMB60 million for intangible assets and goodwill in the fourth quarter of fiscal year 2012, based on preliminary results of the Company's intangible assets impairment assessment and annual goodwill impairment test in accordance with Accounting Standard Codification 350, Intangibles – Goodwill and Other. The above charge is an estimate subject to the completion of the Company's impairment assessments.

The intangible assets and goodwill impairment charge reflects a material decline in fair value of the Company's Little New Star segment and Wentai Education segment as of June 30, 2012 and the possible adverse impact of overall economic uncertainties in China. The Company does not expect the non-cash impairment charge to have an adverse impact on its normal business operations, cash position or cash flows from operating activities.



Tuesday, February 28, 2012
Comments & Business Outlook

Second Quarter Fiscal 2012 Financial Highlights

  • Net revenue increased 112.9% year-over-year to RMB44.9 million (US$7.1 million)
  • Gross profit increased 95.4% year-over-year to RMB20.0 million (US$3.2 million), and gross profit margin was 44.5%
  • Operating loss was RMB2.3 million (US$0.4 million), compared to operating loss of RMB7.1 million in the second quarter of fiscal 2011; excluding one-off compensation expenses relating to management resignation amounting to RMB2.8 million, operating income for the second quarter of fiscal 2012 would have been RMB0.5 million.
  • Net income was RMB2.3 million (US$0.4 million), compared to net income of RMB3.1 million in the second quarter of fiscal 2011; excluding one-off compensation expenses relating to management resignation amounting to RMB2.8 million, net income for the second quarter of fiscal 2012 would have been RMB5.1 million
  • Basic and diluted earnings per share were RMB0.03 (US$0.005), compared to basic and diluted earnings per share of RMB0.08 in the second quarter of fiscal 2011 from continuing operations
  • Non-GAAP basic and diluted earnings per share were RMB0.06 (US$0.009) from continuing operations, compared to non-GAAP basic and diluted earnings per share of RMB0.12 in the second quarter of fiscal 2011

Financial Outlook for Full Fiscal 2012 and for the Third Quarter of Fiscal 2012

Based on current estimates and market conditions, for the third quarter of fiscal 2012, Noah expects to generate net revenue in the range of RMB30 million (US$4.8 million) to RMB32 million (US$5.4 million). For the full fiscal 2012, the Company continues to expect to generate revenue between RMB145 million (US$23.4 million) andRMB155 million (US$24.9 million). This forecast reflects Noah's current and preliminary view, which is subject to change.


Tuesday, January 3, 2012
Investor Alert
SHENZHEN, China, December 31, 2011 /PRNewswire-Asia/ -- Noah Education Holdings Ltd. (NYSE: NED) ("Noah" or "the Company"), a leading provider of education services in China, announced today that, it has accepted the resignation of Mr. Jerry He as its Chief Executive Officer. Jerry's decision to resign from Noah is due to personal reasons and will be effective January 1, 2012. Mr. Dong Xu, Chairman of the Board of Directors and Chief Strategy Officer will act as CEO on an interim basis while the board evaluates alternatives to fill the role on permanent basis.

Friday, November 18, 2011
Comments & Business Outlook

First Quarter 2012 Results

  • Net revenue increased 73.8% year-over-year to RMB34.2 million (US$5.4 million)
  • Gross profit increased 37.9% year-over-year to RMB16.2 million (US$2.5 million), and gross profit margin was 47.5%
  • Operating loss was RMB1.9 million (US$0.3 million), compared to an operating loss of RMB3.1 million in the first quarter of fiscal 2011
  • Net income was RMB1.8 million (US$0.3 million), compared to net income of RMB8.4 million in the first quarter of fiscal 2011. There was a RMB9.4 million one-off foreign exchange gain as a result of US dollar depreciation on intercompany loans in the same period fiscal 2011.
  • Basic and diluted earnings per share were RMB0.02 (US$0.003), compared to basic and diluted earnings per share of RMB0.21 in the first quarter of fiscal 2011 from continuing operations
  • Non-GAAP basic and diluted earnings per share were RMB0.05 (US$0.008), compared to non-GAPP basic and diluted earnings per share of RMB0.25 (US$0.03) in the first quarter of fiscal 2011 from continuing operations

Commenting on the results, Jerry He, Chief Executive Officer of Noah, said, "We are delighted to start the fiscal year with strong year-over-year growth of 73.8% in revenue reaching the higher range of guidance, and resumed profit in the first quarter after completion of transformation as guided. The robust results reflected that Wentai Education ("Wentai") and Little New Star ("LNS") continued to deliver anticipated strong growth and Yuanbo Education ("Yuanbo"), acquired in July, provided acquisitive growth driver. The results also reflected our execution of the expansion plan to open a total of four kindergartens and one school in three businesses as scheduled, which further fuelled the organic growth momentum. Together we now operate a total of 33 kindergartens, 5 schools, and 15 learning centers in 16 cities in China."

"Looking ahead, our pre-school, private primary and secondary school and supplementary education businesses will continue to see robust growth driven by rising demand for high quality services and favorable demand and supply imbalance. With a highly visible business nature, evident by our strong deferred revenue, we are confident that we will continue to have strong growth in the second quarter and meet our full year guidance. In the next quarter, we will focus on improving operating efficiency and enhancing margins, while continuing to pursue organic growth as well as acquisition opportunities with our strong cash position. We are committed to accelerating business growth with focus on sustainability and profitability so as to enhance shareholders value in the long term."

Financial Outlook for Full Fiscal 2012 and for the Second Quarter of Fiscal 2012

Based on current estimates and market conditions, for the first quarter of fiscal 2012, Noah expects to generate net revenue in the range of RMB35 million (US$5.5 million) to RMB37 million (US$5.8 million). For the full fiscal 2012, the Company continues to expect to generate revenue between RMB145 million (US$22.7 million) and RMB155 million (US$24.3 million). This forecast reflects Noah's current and preliminary view, which is subject to change.


Wednesday, October 12, 2011
Comments & Business Outlook

SHENZHEN, China, October 12, 2011 /PRNewswire-Asia/ -- Noah Education Holdings Ltd. (NYSE: NED) ("Noah" or "the Company"), a leading provider of education services in China, today announced that it has received the final installment of RMB30 million, representing 30% of the total purchase price of RMB100 million, net of certain price adjustments pursuant to the acquisition agreement, for the sale of its Electronic Learning Products ("ELP") business and operating assets to First Win Technologies Ltd. ("First Win"), a company wholly owned by Noah co-founder, former President and Chief Operating Officer Mr. Benguo Tang. The Company completed the sale of its ELP business on June 9, 2011.

Chief Executive Officer Jerry He said, "The completion of the sale of the ELP business heralds the start of an exciting new chapter in Noah's history, as we can now focus exclusively on extending our track record of profitable growth within the education services space. China's rapidly growing, fragmented and underpenetrated education services market provides a wealth of opportunities for Noah to leverage its extensive industry expertise and healthy cash balance to continue to achieve organic and acquisitive growth within this stable, high-margin and high-visibility segment."


Wednesday, August 31, 2011
Comments & Business Outlook

Fourth Quarter 2011 Results

  • Net revenue from the education services business (continuing business) increased 186.4% year-over-year to RMB29.6million (US$4.6 million), exceeding guidance.
  • Non-GAAP basic and diluted losses per share were RMB0.97 (US$0.15), compared to non-GAPP basic and diluted losses per share of RMB0.01 in the fourth quarter of fiscal 2010.

Commenting on the results, Jerry He, Chief Executive Officer of Noah Educations, said, "We are delighted to finish fiscal year 2011 with a brand new chapter for Noah. With the completion of the acquisition of Yuanbo Education and divestment of the ELP business, Noah has transformed into a pure education services company and firmly established our footprint in the education services segment. Further to the exciting business progress, we are very pleased to report that Noah, the two education service arms LNS and Wentai Education continued to demonstrate the anticipated profitable growth potential, strong margin and highly visible business model, by delivering a 186% and 189% net revenue and gross profit growth in the fourth quarter, concluding the fiscal year 2011 and paving for fiscal year 2012 with a strong growth momentum."

"Looking ahead, our strategic priorities will continue to be driving organic growth from LNS and Wentai Education; integrating and optimizing growth from the newly acquired Yuanbo Education and expanding our presence in the primary, secondary and supplemental education services business, while further increasing the company's presence to capture the promising growth prospects of the education services industry in China."

Financial Outlook for Full Fiscal 2012 and for the First Quarter of Fiscal 2012

Based on current estimates and market conditions, for the first quarter of fiscal 2012, Noah expects to generate net revenue in the range of RMB33 million (US$5.1million) to RMB35 million (US$5.4million). For the full fiscal 2012, the Company expects to generate revenue between RMB145 million (US$22.4 million) and RMB155 million (US$23.9 million). This forecast reflects Noah's current and preliminary view, which is subject to change.


Saturday, August 6, 2011
Liquidity Requirements
We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures for at least the next 12 months. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue.

Tuesday, August 2, 2011
Acquisition Activity

SHENZHEN, China, August 2, 2011 /PRNewswire-Asia-FirstCall/ -- Noah Education Holdings Ltd. (NYSE: NED) ("Noah" or the "Company"), a leading provider of education services in China, today announced the completion on July 31, 2011 of its acquisition of an 80% interest in Shanghai Yuanbo Education Information and Consulting Corporation Ltd. ("Yuanbo Education"), a company focused on early childhood education services in the Yangtze Delta region, for a total consideration of RMB94.866 million, pursuant to the terms of a definitive agreement entered into on April 13, 2011, and a supplemental agreement signed on July 22, 2011. The supplemental agreement contained an adjustment to reflect the fact that Yuanbo was unable to secure local government approval for the transfer of one of the 16 kindergartens mentioned in the definitive agreement. The acquisition is funded by Noah's current cash reserve, and is expected to be accretive to the Company's earnings in the fiscal year ending June 30, 2012.

Of Noah's RMB94.866 million investment in Yuanbo Education, RMB46.276 million is to be used to extend its reach by opening new kindergartens and making acquisitions across the Yangtze Delta region. Its management team, which has successfully grown the company since its establishment in 2001, will retain a 20% stake in Yuanbo Education. The kindergarten operator achieved revenue of approximately RMB32 million in 2010.

Yuanbo Education operates 15 kindergartens in the economically developed and prosperous Yangtze Delta region under the brand name Qingan. Yuanbo Education targets children aged 0-6, and has the competitive advantage of offering world-class courses from Taiwan, Germany, Italy and Canada. The kindergarten operator has a total student enrollment of approximately 4,300 and over 600 staff members.

Mr. Jerry He, Noah's Chief Executive Officer, said, "The acquisition of Yuanbo Education is testament to the successful execution of Noah's strategy of accelerating its profitable expansion within China's education services space via selective acquisitions. Yuanbo Education's focus on China's premium pre-school segment makes it an ideal complement to Wentai Education's portfolio of high-end kindergartens, primary and secondary schools, as well as to Little New Star's English language training centers catering to the 3-12 age group. The RMB46.276 million in fresh capital that we've injected into Yuanbo Education as part of the acquisition will serve to facilitate the opening of additional kindergartens, and our experience within education management equips us with the knowledge to enhance the operational efficiency of the kindergarten operator.

"China's high-growth, fragmented and underpenetrated education services market continues to offer a wealth of opportunities to generate healthy margins, high visibility and recurring cashflow. As such, we will continue to leverage our extensive industry experience and strong cash balance to pursue organic and acquisitive growth within this space."


Wednesday, June 15, 2011
Notable Share Transactions

SHENZHEN, China, June 15, 2011 /PRNewswire-Asia/ -- Noah Education Holdings Ltd. (NYSE: NED) ("Noah" or the "Company"), a leading provider of education services in China, today announced that the board of directors of the Company has authorized a new program to repurchase up to US$15 million American Depositary Shares ("ADSs"), each representing one Noah ordinary share, on or before June 30, 2013.


Friday, May 13, 2011
Comments & Business Outlook

 ThirdQuarter Results:

  • Net revenue for the quarter decreased by 71.3% to RMB72.7 million (US$11.1 million), compared with RMB253.7 million in the third quarter of fiscal 2010
  • Net loss was RMB290.9 million (US$44.4 million) compared with net income of RMB36.0 million in the third quarter of fiscal 2010
  • Non-GAAP basic and diluted losses per share, excluding share-based compensation expenses, were RMB7.99 (US$1.22), compared with basic and diluted earnings per share of RMB1.00 and RMB0.98 respectively for the third quarter of fiscal 2010

Commenting on the results, Mr. Jerry He, Noah's Chief Executive Officer ("CEO"), said, "Our education services business continued to enjoy profitable growth during the third fiscal quarter, with 115.5% top-line expansion translating into 158.2% net income growth. This quarter, we benefitted from an increased contribution from Wentai Education as the attractive margin profile of this business enabled our bottom line to outpace revenue growth.  As we continue to expand the Wentai brand, we look forward to building on this trend of profitable growth within the education services space.

Based on current estimates and market conditions, Noah expects to generate in the range of RMB24.5 million (US$3.7 million) to RMB26 million (US$4.0 million) in revenue from education services for the fourth quarter of fiscal 2011. For the full fiscal year 2011, Noah expects to generate education services revenue between RMB88.5 million (US$13.5 million) and RMB90 million (US$13.7 million).


Tuesday, March 1, 2011
Comments & Business Outlook

Second Quarter Highlights:

  • Net revenue for the quarter decreased by 58.6% to RMB64.2 million (US$9.7 million), compared with RMB154.9 million in the second quarter of fiscal 2010
  • Gross profit was RMB17.0 million (US$2.6 million), a 76.9% decrease compared with RMB73.5 million in the second quarter of fiscal 2010
  • Net loss was RMB53.4 million (US$8.1 million), compared with net income of RMB15.4 million in the second quarter of fiscal 2010
  • Non-GAAP basic and diluted losses per share, excluding share-based compensation expenses, were RMB1.38 (US$0.21) respectively, compared with basic and diluted earnings per share of RMB0.47 and RMB0.46 respectively for the second quarter of fiscal 2010

Commenting on the results, Mr. Xu Dong, Noah's Chairman and Chief Executive Officer, said, "In the second quarter of fiscal 2011, we witnessed a very strong performance within our education services business, as revenue for this segment grew 264% year-over-year and exceeded our guidance.

Based on current estimates and market conditions, Noah expects to generate in the range of RMB22 million (US$3.3 million) to RMB23 million (US$3.5 million) in revenue from education services for the third quarter of fiscal 2011.


Tuesday, August 31, 2010
Comments & Business Outlook

Fourth Quarter Fiscal 2010 Financial Highlights:

  • Net revenue for the quarter decreased by 71.9% to RMB33.5 million (US$4.9 million), compared with RMB119.1 million in the fourth quarter of fiscal 2009.
  • Net loss was RMB83.5 million (US$12.3 million), compared with net income of RMB17.9 million in the fourth quarter of fiscal 2009.
  • Basic and diluted loss per share were RMB2.19 (US$0.32) and RMB2.15 (US$0.32) respectively, compared with basic and diluted earnings per share of RMB0.50 for the fourth quarter of fiscal 2009.
  • Non-GAAP basic and diluted loss per share, excluding share-based compensation expense, were RMB2.13 (US$0.31) and RMB2.09 (US$0.31) respectively, compared with basic and diluted earnings per share of RMB0.57 (US$0.08) for the fourth quarter of fiscal 2009

Financial Outlook for First Quarter of Fiscal Year 2011:

  • Net revenue in the range of RMB123 million (US$18.1 million) to RMB129 million (US$19.0 million) for the first quarter of fiscal 2011, which includes RMB102.5 million to RMB106.5 million from the traditional ELP business, RMB12.5 million to RMB13.5 million from the LNS business and RMB 8 million to 9 million from Wentai Education (August 30 - September 30, 2010).
  • Basic loss per share in the first quarter of fiscal 2011 is expected to be in the range of RMB0.32 (US$0.05) to RMB0.38 (US$0.06)

Wednesday, August 11, 2010
Comments & Business Outlook

Net loss for the second quarter of 2010 was RMB13 million (US$2 million). This compares to net income of RMB30 million for the same period in 2009. The total number of outstanding ordinary shares of the Company as of June 30, 2010 was 211 million. The weighted average number of ADSs for the second quarter of 2010 was 105.5 million. One ADS represents two ordinary shares.

 Mr. Jason Wu commented, "We believe our strategic transition will not only help us improve the status quo of weak per store output and hence upgrade store profitability, but will also serve as a defensive mechanism to mitigate the negative impact of government policies on drug prices."  

    "Industry data is projecting attractive potential growth rates for sales of household consumables, as inflation of food prices and urban expansion continues throughout China. We believe that our established store footprint, proven central procurement program, advanced computer inventory replenishment systems and well-developed logistics network will enable us to develop a successful non-pharmaceutical line of business and provide the maximum level of convenience and value to our customers."


Friday, August 28, 2009
Comments & Business Outlook

Mr. Dong Xu, Noah's chairman and chief executive officer, said, 'We are pleased to report solid year-over-year increases in revenue for both the fourth quarter and full fiscal year 2009, as we exceeded previously stated guidance for the fourth quarter. Our margin performance is evidence of our ability to execute our growth strategy while also keeping a vigilant eye on costs. We continue to improve the efficiency of our distribution channels, and we will consistently monitor our operations to uncover new ways to streamline our operations while maintaining strong revenue performance.

Fiscal 1st Quarter 2010 Guidance Ending September a

  Fiscal 1st Quarter 2010 Guidance Fiscal 1st Quarter 2009 Reported Period Change
GAAP Revenue RMB231  to RMB237 million RMB202.6 million 14.0% to 17.0%

Source: See Release, August 24, 2009

aThe above forecasts reflect the Company's current and preliminary views and are therefore subject to change. Please refer to the Company's Safe Harbor Statement (usually in press releases) for the factors that could cause actual results to differ materially from those contained in any forward-looking statement.



Monday, June 22, 2009
Comments & Business Outlook

''Our continued focus on executing our business strategy has enabled us to deliver another quarter of solid results, as we once again exceeded our top line guidance,' said Rick Chen, Noah's executive vice president. 'The 16.5% net revenue growth was primarily attributable to the strong momentum in our KLD products. We anticipate KLD margins will continue to improve and expect KLD to remain one of our primary near-term growth drivers.''

4th Quarter Fiscal 2009 Guidance Ending June

  4th Quarter 2009 Guidance

4th QUARTER 2008

Period Change
GAAP Revenue RMB114 to RMB116 million RMB98 million 16% to 18%

Source: See Release

a Company forecasts reflects the Company's current and preliminary view, which is subject to change.


Tuesday, December 23, 2008
Comments & Business Outlook

GeoInvesting Third Quarter Guidance Report

Financial Outlook for Second Quarter of Fiscal Year 2009:

 Based on current estimates and market conditions, Noah expects net revenue to be in the range of RMB132 million to RMB134 million, and net income to be in the range of RMB9 million and RMB10 million for the second quarter of fiscal 2009. This forecast reflects Noah's current and preliminary view, which is subject to change.

Converting this guidance into Dollars based on the Yen to Dollar exchange rate(6.84 YEN:$1 USD) as of 12/23/2008 yields:

Revenue:  $19.30 Million to $19.59 Million

Net Income:  $1.32 Million to $1.46 Million

 Source: PR Newswire (November 20, 2008)