SHENZHEN, China, Feb. 27, 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 second quarter of fiscal year ending December 31, 2012.

Second Quarter Fiscal 2013 Financial Highlights (compared to second quarter fiscal 2012)


    --  Net revenue increased 39.7% year-over-year to RMB62.7 million (US$ 10.0
        million)
    --  Gross profit increase 43.0% year-over-year to RMB28.5 million (US$4.6
        million), and gross profit margin was 45.5%
    --  Operating income was RMB9.6 million (US$1.5 million) as compared to an
        operating loss of RMB2.3 million
    --  Net income increased 212.6% year-over-year to RMB7.1 million (US$1.1
        million). Non-GAAP net income, excluding share based compensation
        expenses, was RMB7.6 million (US$1.2 million), up 139.3% year-over-year
    --  Basic and diluted earnings per share were RMB0.13 (US$0.02) as compared
        to basic and diluted earnings per share of RMB0.03
    --  Non-GAAP basic and diluted earnings per share were RMB0.14 (US$0.02) as
        compared to non-GAAP basic and diluted earnings per share of RMB0.06

Second Quarter Fiscal 2013 Operational Highlights

    --  Dai Dai Kang Enterprise Management Consulting Co., Ltd ("DDK
        Consulting") and Xiaoxiao Kids Arts and Education Consulting Co., Ltd
        ("Xiaoxiao Consulting") started contributing to the Company's net
        revenue this quarter
    --  School network (excluding franchised schools and centers) expanded from
        50 schools as of September 30, 2012 to 63 schools as of December 31,
        2012.

Commenting on the results, Dong Xu, Chairman and Chief Executive Officer of Noah, said, "We are pleased to report that Noah exceeded our revenue guidance in the second quarter of the fiscal year 2013. Noah is committed to providing first-class kindergarten education services, and our offering has become appreciably enhanced following the acquisitions of DDK Consulting and Xiaoxiao Consulting."

Mr. Xu continued, "While our focus in the short-term is to achieve breakeven at operating level for the fiscal year 2013, we will continue to focus on driving the growth of the Company organically and through strategic acquisitions in the long-term, delivering long-term value to our shareholders. We will continue to ramp up utilization rate of existing schools and increase operating efficiency."

Dora Li, Chief Financial Officer, added, "While the second quarter of a fiscal year is typically a strong quarter for Noah, our revenue expansion was also boosted by the contribution of DDK Consulting and Xiaoxiao Consulting, which we acquired in October 2012. We are also glad to report that our operating costs are well under control, which has further helped the Company to achieve an operating profit this quarter."

Second Quarter of Fiscal Year 2013 Financial Results

Net revenue

Net revenue for the second quarter of fiscal 2013 increased 39.7% year-over-year to RMB62.7 million (US$10.0 million) from RMB44.9 million. The year-over-year increase was driven mainly by our organic growth and revenue from the newly acquired business of DDK Consulting and Xiaoxiao Consulting.

In terms of revenue breakdown by business lines, revenue from kindergartens increased 59.6% year-over-year to RMB35.9 million (US$5.8 million) from RMB22.5 million. Revenue from primary and secondary schools increased 23.3% year-over-year to RMB18.5 million (US$3.0 million) from RMB15.0 million. Revenue from supplemental education, which includes English training courses and the sale of teaching materials, increased 12.2% year-over-year to RMB8.3 million (US$1.3 million) from RMB7.4 million.


    Services                                                                                     Q2FY2013                             Q2FY2012
    --------                                                                                     --------                             --------
                                         Revenue                                        Percentage of net revenue      Revenue       Percentage of net revenue
                                      (RMB million)                                           (RMB million)
                                       ------------                                            ------------
    Kindergartens                                                                              35.9         57.3%         22.5                            50.1%
    -------------                                                                              ----         ----          ----                            ----
    Primary and secondary schools                                                              18.5         29.5%         15.0                            33.4%
    -----------------------------                                                              ----         ----          ----                            ----
    Supplemental education                                                                      8.3         13.2%          7.4                            16.5%
    ----------------------                                                                      ---         ----           ---                            ----
    Total                                                                                      62.7        100.0%         44.9                           100.0%
    -----                                                                                      ----        -----          ----                           -----

Gross profit and gross profit margin

Gross profit for the second quarter of fiscal 2013 increased 43.0% year-over-year to RMB28.5 million (US$4.6 million) from RMB20.0 million. Gross profit margin for the second quarter of fiscal 2013 was 45.5%, compared to 44.5% in the second quarter of fiscal 2012. The modest improvement in gross profit margin was primarily due to revenue expansion, offset by an increase in staff costs and expenses associated with the ramp up of the Company's existing school network.

Operating expenses

Total operating expenses for the second quarter of fiscal 2013 were RMB24.6 million (US$3.9 million) as compared to RMB25.9 million in the second quarter of fiscal 2012, as the Company continued to make progress to improve its overall cost structure and reduce expenses in research & development, sales and marketing, as well as general and administrative expenses.

Research and development ("R&D") expenses for the second quarter of fiscal 2013 were RMB0.6 million (US$0.1 million) as compared to RMB0.8 million in the same period of fiscal 2012. As a percentage of net revenue, R&D expenses decreased to 1.0% in the second quarter of fiscal 2013 from 1.7% 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 second quarter were RMB1.3 million (US$0.2 million) as compared to RMB1.7 million in the same period of fiscal 2012. As a percentage of net revenue, S&M expenses decreased to 2.1% in the second quarter of fiscal 2013, compared to 3.7% in the same period of fiscal 2012.

General and administrative ("G&A") expenses for the second quarter of fiscal 2013 were RMB22.6 million (US$3.6 million) as compared to RMB23.5 million in the same period of fiscal 2012. As a percentage of net revenue, G&A expenses decreased to 36.1% in the second quarter of fiscal 2013, compared to 52.3% in the same period of fiscal 2012. The decrease in G&A expenses to net revenue continued to reflect the improvement of the Company's operational leverage with the expansion of revenue scale.

Other operating income

Other operating income for the second quarter of fiscal 2013 increased 54.1% year-over-year to RMB5.7 million (US$0.9 million) from RMB3.7 million in the second quarter of fiscal 2012. The increase was mainly due to revenue derived from training camps and interest groups.

Net operating income (loss)

Net operating income for the second quarter of fiscal 2013 was RMB9.6 million (US$1.6 million), compared to an operating loss of RMB2.3 million in the second quarter of fiscal 2012.

Non-operating income

Interest income for the second quarter of fiscal 2013 remained unchanged at RMB0.4 million (US$0.06 million), compared to the same period of fiscal 2012. Investment income for the second quarter of fiscal 2013 was RMB4.5 million (US$0.7 million), compared to RMB4.3 million in the second quarter of fiscal 2012. The Company incurred a non-operating loss for the second quarter of fiscal 2013 of RMB3.8 million (US$0.6 million), due to the recognition of a one-time impairment loss of RMB5.1 million on our investment in Franklin Electronic Publishers. In the same period of fiscal 2012, Noah reported other non-operating income of RMB1.5 million.

Income tax expenses

Income tax expenses for the second quarter of fiscal 2013 were RMB3.6 million (US$0.6 million), compared to an expense of RMB1.7 million for the same period in fiscal 2012.

Net Income

Net income for the second quarter of fiscal 2013 was RMB7.1 million (US$1.1 million), compared to a net income of RMB2.3 million in the same period of fiscal 2012. Basic and diluted earnings per share were RMB0.13 (US$0.02), compared to basic and diluted earnings per share of RMB0.03 in the second quarter of fiscal 2012.

Net income excluding share-based compensation expenses (non-GAAP) for the second quarter of fiscal 2013 was RMB7.6million (US$1.2 million), compared to non-GAAP net income of RMB3.2 million in the same period of fiscal 2012. Non-GAAP basic and diluted earnings per share for the second quarter of fiscal 2013 were RMB0.14 (US$0.02), compared to a non-GAAP basic and diluted earnings per share of RMB0.06 in the second quarter of fiscal 2012.

Liquidity

Cash and cash equivalents, and short-term investments totaled RMB486.6 million (US$78.1 million) as of December 31, 2012, compared to RMB519.3 million as of September 30, 2012. For the three months ended December 31, 2012, operating cash provided by continuing operations was RMB2.8 million (US$0.4 million).

Deferred revenue

Deferred revenue related to tuition fees and franchising fees was RMB24.2 million (US$3.9 million) as of December 31, 2012, compared to RMB51.6 million as of September 30, 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 63 schools and kindergartens in its network at the end of the second quarter of fiscal 2013. The network includes 47 kindergartens, two of which have recently secured licenses and have already started to contribute to revenue, and 11 of which are 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% at end of December 31, 2012.

Noah also operates eleven directly-owned supplemental training centers.

Student enrollment totaled approximately 20,300, reflecting a year-over-year increase of about 23% due to the expansion of the network. Categorized according to business segments, more than 12,000 students are enrolled in kindergartens, while approximately 4,700 are accounted for in primary and secondary schools, and the remaining 3,600 are in directly owned supplemental training centers.

The Company plans to roll out two new kindergartens in the third quarter of fiscal 2013, and expects them to begin contributing to revenue in the third quarter of fiscal 2013.

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

Based on current estimates and market conditions, for the third quarter of fiscal 2013, Noah expects to generate net revenue in the range of RMB46 million (US$7.4 million) to RMB51 million (US$8.2 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$34.5 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)/9:00 pm (China) on Thursday, February 28, 2013 to discuss its second 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 February 28, 2013 until March 7, 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                                          96054899

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 RMB6.2301, the noon buying rate for US dollars in effect on December 31, 2012 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

                                                                     September 30               December 31
                                                                                          2012                     2012
                                                                                          ----                     ----
                                                                       Unaudited                 Unaudited
                                                                       ---------                 ---------
                                                                          RMB                       RMB                  USD
    Assets:
    Current assets
    Cash and cash equivalents                                                      115,828,355              184,575,609       29,626,428
    Short term bank deposit
    Investments
    Held to maturity investment                                                    403,503,441              302,003,441       48,474,895
    Accounts receivables, net of allowance of doubtful debts                           303,374                  296,832           47,645
    Related party receivables                                                                -                        -                -
    Inventories                                                                      5,212,467                5,119,933          821,806
    Prepaid expenses, and other current assets                                      36,076,058               27,384,846        4,395,571
                                                                                    ----------               ----------        ---------
    Total current assets                                                           560,923,695              519,380,661       83,366,345
    Investments                                                                     17,586,336               16,536,812        2,654,342
    Property, plant and equipment, net                                             191,197,685              197,208,442       31,654,137
    Intangible assets, net                                                          67,713,482               83,110,006       13,340,076
    Goodwill                                                                        56,738,812               75,486,941       12,116,489
    Deposit for investment                                                           4,800,000                        -                -
    Deposit for property, plant and equipment                                        1,853,152                  775,675          124,504
    Deferred tax assets - non-current                                                  229,396                  186,569           29,946
                                                                                       -------                  -------           ------
    Total assets                                                                   901,042,558              892,685,106      143,285,839
                                                                                   ===========              ===========      ===========

    Liabilities and Shareholders' equity
    Current liabilities
    Accounts payable (including account payables of the                              1,619,059                1,499,973          240,762
            consolidated variable interest entities ("VIEs") without
            recourse to the Company of RMB1,493,603 and
            RMB1,457,134 as of September 30, 2012 and December 31,
            2012, respectively)
    Other payables and accruals (including other payables, accruals                 37,752,646               36,990,477        5,937,381
            of the consolidated VIEs without recourse to the Company
            of RMB18,589,055 and RMB13,505,027 as of September 30,
            2102 and December 31, 2012, respectively)
    Advances from customers (including advance from customer of                        500,312                  578,904           92,920
            the consolidated VIEs without recourse to the Company of
            RMB467,714 and RMB568,310 as of September 30, 2012
            and December 31, 2012, respectively)
    Income tax payable (including income tax payables of the                        13,980,942               17,879,204        2,869,810
            consolidated VIEs without recourse to the Company of
            RMB7,134,316 and RMB8,175,506 as of September 30, 2012
            and December 31, 2012, respectively)
    Deferred revenue (including deferred revenues of the                            50,519,090               23,262,482        3,733,886
            consolidated VIEs without recourse to the Company of
            RMB23,580,514 and RMB4,668,876 as of September 30,
            2012 and December 31, 2012, respectively)
    Contingent consideration payable                                                         -                3,395,000          544,935
                                                                                           ---                ---------          -------
    Total current liabilities                                                      104,372,049               83,606,040       13,419,694
                                                                                   ===========               ==========       ==========
    Deferred revenues -- non-current                                                 3,808,982                3,327,424          534,088
    Deferred tax liabilities                                                         6,401,129               10,219,833        1,640,396
    Other liabilities                                                                1,102,801                1,102,801          177,013
                                                                                     ---------                ---------          -------
    Total non-current liabilities                                                   11,312,912               14,650,058        2,351,497
    Total liabilities                                                              115,684,961               98,256,098       15,771,191
                                                                                   ===========               ==========       ==========

    Shareholders' equity
    Ordinary shares                                                                     14,841                   14,841            2,382
    Additional paid-in capital                                                   1,047,292,594            1,047,772,763      168,179,124
    Accumulated other comprehensive loss                                          (123,742,109)            (120,997,040)     (19,421,364)
    Retained earnings                                                             (207,378,519)            (202,575,169)     (32,515,556)
                                                                                  ------------             ------------      -----------
    Total Noah Education Holdings Ltd. shareholders' equity                        716,186,807              724,215,395      116,244,586
                                                                                   -----------              -----------      -----------
    Non-controlling interests                                                       69,170,790               70,213,613       11,270,062
                                                                                    ----------               ----------       ----------
    Total equity                                                                   785,357,597              794,429,008      127,514,648
                                                                                   -----------              -----------      -----------
    Total liabilities and shareholders' equity                                     901,042,558              892,685,106      143,285,839
                                                                                   ===========              ===========      ===========


    Noah Education Holdings Ltd.
    Consolidated Statements of Operations

                                                 Three months ended December 31                          Six months ended December 31
                                                 ------------------------------                          ----------------------------
                                                                            2011                   2012                                        2011                  2012
                                                           (Unaudited)            (Unaudited)                                           (Unaudited) (Unaudited)
                                                           ----------             ----------                                            ----------  ----------
                                                               RMB                    RMB                             USD                               RMB                RMB              USD
    Net revenue                                                       44,899,922             62,705,926                     10,064,995                         79,081,589      101,516,189      16,294,472
    Cost of revenue                                                  (24,931,239)           (34,160,126)                    (5,483,078)                       (42,872,013)     (57,888,911)     (9,291,811)
                                                                     -----------            -----------                     ----------                        -----------      -----------      ----------
    Gross profit                                                      19,968,683             28,545,800                      4,581,917                         36,209,576       43,627,278       7,002,661
                                                                      ----------             ----------                      ---------                         ----------       ----------       ---------
    Research & development expenses                                     (777,884)              (599,586)                       (96,240)                        (1,473,163)      (1,183,639)       (189,987)
    Sales & marketing expenses                                        (1,679,429)            (1,341,370)                      (215,305)                        (3,194,695)      (2,990,705)       (480,041)
    General & administrative expenses                                (23,483,124)           (22,642,089)                    (3,634,306)                       (44,007,499)     (44,242,239)     (7,101,369)
    Other expenses                                                        (7,150)                (4,500)                          (722)                           (17,172)         (84,290)        (13,529)
                                                                          ------                 ------                           ----                            -------          -------         -------
    Total operating expenses                                         (25,947,587)           (24,587,545)                    (3,946,573)                       (48,692,529)     (48,500,873)     (7,784,926)
    Other operating income                                             3,698,889              5,657,438                        908,081                          8,288,237        9,245,081       1,483,938
                                                                       ---------              ---------                        -------                          ---------        ---------       ---------
    Net operating income (loss)                                       (2,280,015)             9,615,693                      1,543,425                         (4,194,716)       4,371,486         701,673
    Interest income                                                      368,133                399,007                         64,045                            691,435          784,817         125,972
    Investment income                                                  4,332,254              4,526,883                        726,615                          7,709,490        9,183,238       1,474,011
    Other non-operating income(loss)                                   1,540,989             (3,788,733)                      (608,134)                         3,129,828       (3,787,587)       (607,950)
                                                                       ---------             ----------                       --------                          ---------       ----------        --------
    Income before income taxes                                         3,961,361             10,752,850                      1,725,951                          7,336,037       10,551,954       1,693,706
    Income tax (expenses)                                             (1,678,228)            (3,616,676)                      (580,517)                        (3,249,183)      (3,486,861)       (559,680)
                                                                      ----------             ----------                       --------                         ----------       ----------        --------
    Net income                                                         2,283,133              7,136,174                      1,145,435                          4,086,855        7,065,093       1,134,026
    less: net income attributable to non-                              1,043,747              2,332,823                        374,444                          1,938,083        1,769,698         284,056
           controlling shareholders

    Net income attributable to Noah Education                          1,239,386              4,803,352                        770,991                                           5,295,395         849,970
       Holdings Ltd. shareholders


    Net income per share
    Basic                                                                   0.03                   0.13                           0.02                               0.06             0.14            0.02
    Diluted                                                                 0.03                   0.13                           0.02                               0.06             0.14            0.02

    Weighted average ordinary shares outstanding
    Basic                                                             36,483,915             36,563,991                     36,563,991                         36,456,828       36,567,239      36,567,239
    Diluted                                                           36,545,812             36,605,534                     36,605,534                         36,557,674       36,567,239      36,567,239


    Noah Education Holdings Ltd.
    Reconciliation of Non-GAAP to GAAP

                                                                                             The Second Quarter                                         The First Six 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                                                                            44,899,922                100.0     62,705,926            10,064,995                100.0        79,081,589         100.0      101,516,189     16,294,472        100.0

    GAAP gross profit                                                                           19,968,683                 44.5     28,545,800             4,581,917                 45.5        36,209,576          45.8       43,627,278      7,002,661         43.0
    Share-based compensation                                                                             -                  0.0              -                     -                  0.0                 -           0.0                -              -          0.0
                                                                                                       ---                  ---            ---                   ---                  ---               ---           ---              ---            ---          ---
    Non-GAAP gross profit                                                                       19,968,683                 44.5     28,545,800             4,581,917                 45.5        36,209,576          45.8       43,627,278      7,002,661         43.0
                                                                                                ==========                 ====     ==========             =========                 ====        ==========          ====       ==========      =========         ====

    GAAP operating income (loss)                                                                (2,280,015)                -5.1      9,615,693             1,543,425                 15.3        (4,194,716)         -5.3        4,371,486        701,673          4.3
    Share-based compensation                                                                       899,834                  2.0        480,168                77,072                  0.8         1,799,669           2.3%         960,337        154,145          0.9
                                                                                                   -------                  ---        -------                ------                  ---         ---------           ---          -------        -------          ---
    Non-GAAP operating income                                                                   (1,380,181)                -3.1     10,095,862             1,620,498                 16.1        (2,395,046)         -3.0        5,331,823        855,817          5.3
                                                                                                ==========                 ====     ==========             =========                 ====        ==========          ====        =========        =======          ===

    GAAP net income                                                                              2,283,133                  5.1      7,136,174             1,145,435                 11.4         4,086,855           5.2        7,065,093      1,134,026          7.0
    Share-based compensation                                                                       899,834                  2.0        480,168                77,072                  0.8         1,799,668           2.3%         960,337        154,145          0.9
                                                                                                   -------                  ---        -------                ------                  ---         ---------           ---          -------        -------          ---
    Non-GAAP net income                                                                          3,182,967                  7.1      7,616,342             1,222,507                 12.1         5,886,523           7.4        8,025,430      1,288,171          7.9
                                                                                                 =========                  ===      =========             =========                 ====         =========           ===        =========      =========          ===

    GAAP net income per share
    Basic                                                                                             0.03                                0.13                  0.02                                   0.06                           0.14           0.02
    Diluted                                                                                           0.03                                0.13                  0.02                                   0.06                           0.14           0.02

    Non-GAAP income  per share
    Basic                                                                                             0.06                                0.14                  0.02                                   0.11                           0.17           0.03
    Diluted                                                                                           0.06                                0.14                  0.02                                   0.11                           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 Second Quarter                The First Six 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                                                                                                                                                                                                                                                                                                                                2,283,133     7,136,175             1,145,435                   4,086,855      7,065,092     1,134,025
    Adjustments to reconcile net income
    Amortization of intangible assets                                                                                                                                                                                                                                                                                                         1,200,120     1,503,476               241,325                   2,303,603      2,605,382       418,193
    Depreciation of property, plant and                                                                                                                                                                                                                                                                                                       5,363,681     7,310,612             1,173,434                   9,848,832     13,781,716     2,212,118
          equipment
    Share-based compensation expense                                                                                                                                                                                                                                                                                                            899,834       480,169                77,072                   1,799,669        960,337       154,145
    Loss on disposal of fixed assets                                                                                                                                                                                                                                                                                                                  -        (7,356)               (1,181)                          -        148,632        23,857
    Allowance for doubtful debts                                                                                                                                                                                                                                                                                                                      -             -                     -                           -        462,288        74,202
    Impairment loss on Franklin B share                                                                                                                                                                                                                                                                                                         302,443     5,061,576               812,439                     531,220      5,163,032       828,724
          investment
                                                                                                                                                                                                                                                                                                                                                                                                                                                      
    Change in current assets and liabilities
    Accounts receivables                                                                                                                                                                                                                                                                                                                        275,522         6,542                 1,050                     651,587         (8,266)       (1,327)
    Related party receivables                                                                                                                                                                                                                                                                                                                    80,052             -                     -                           -              -             -
    Inventories                                                                                                                                                                                                                                                                                                                                 145,024        92,534                14,853                     798,146        331,878        53,270
    Prepaid and others                                                                                                                                                                                                                                                                                                                       26,960,825    21,160,541             3,396,501                  47,275,419      4,882,849       783,751
    Deferred tax asset                                                                                                                                                                                                                                                                                                                          111,107        42,827                 6,874                     (17,639)       112,262        18,019
    Accounts payable                                                                                                                                                                                                                                                                                                                            489,067      (119,085)              (19,114)                 (1,120,861)      (278,595)      (44,718)
    Other payables and accruals                                                                                                                                                                                                                                                                                                              (9,271,248)   (5,414,236)             (869,045)                 (6,200,812)     4,413,018       708,338
    Advances from customers                                                                                                                                                                                                                                                                                                                    (366,183)       78,592                12,615                     212,641        147,156        23,620
    Deferred revenue                                                                                                                                                                                                                                                                                                                        (19,140,562) (38,048,966)            (6,107,280)                  2,054,125    (15,691,465)   (2,518,654)
    Income tax payable                                                                                                                                                                                                                                                                                                                        1,615,099     3,898,262               625,714                   3,957,493      3,661,419       587,698
    Deferred tax liability                                                                                                                                                                                                                                                                                                                     (357,104)     (406,296)              (65,215)                 (1,014,420)    (1,591,087)     (255,387)
                                                                                                                                                                                                                                                                                                                                               --------      --------               -------                  ----------     ----------      --------
    Operating cash provided (used) by                                                                                                                                                                                                                                                                                                        10,590,810     2,775,365               445,477                  65,165,858     26,165,647     4,199,874
       continuing operations
                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                      
    Cash flows from investing activities
    Acquisition of property, plant and                                                                                                                                                                                                                                                                                                       (5,202,585)   (7,074,117)           (1,135,474)                (18,929,836)   (20,421,278)   (3,277,841)
           equipment
    Deposit for property, plant and                                                                                                                                                                                                                                                                                                                   -      (775,675)             (124,504)                          -     (2,010,308)     (322,677)
           equipment
    Acquisition of intangible assets                                                                                                                                                                                                                                                                                                            (40,000)            -                     -                     (40,000)             -             -
    Acquisition of subsidiaries                                                                                                                                                                                                                                                                                                                       -  (29,921,336)            (4,802,705)                          -    (29,921,336)   (4,802,705)
    Acquisition of Yuanbo                                                                                                                                                                                                                                                                                                                             -             -                     -                 (25,907,107)    (7,272,337)   (1,167,291)
    (Deposit) repayment for investment                                                                                                                                                                                                                                                                                                                -     4,800,000               770,453                           -              -             -
    (Increase) decrease in held-to-maturity                                                                                                                                                                                                                                                                                                (190,500,000)  101,500,000            16,291,873               (227,500,000)  (281,500,000)  (45,183,865)
           investment
    Decrease (increase) in short-term fixed                                                                                                                                                                                                                                                                                                  25,000,000             -                     -                  32,000,000              -             -
           deposits
                                                                                                                                                                                                                                                                                                                                                                                                                                                      
    Investing cash provided (used) by                                                                                                                                                                                                                                                                                                      (170,742,585)   68,528,872            10,999,643               (240,376,943)  (341,125,259)  (54,754,379)
    continuing operations
                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                      
    Cash flows from financing activities
    Proceed from exercise of employee share                                                                                                                                                                                                                                                                                                   1,431,828             -                     -                   1,572,428              -             -
           options
    Share repurchases                                                                                                                                                                                                                                                                                                                                 -             -                     -                    (145,617)       (51,181)       (8,215)
    Dividend paid to non-controlling                                                                                                                                                                                                                                                                                                           (950,000)   (1,290,000)             (207,059)                   (950,000)    (1,290,000)     (207,059)
           shareholders
                                                                                                                                                                                                                                                                                                                                                                                                                                                      
    Financing cash provided (used) by                                                                                                                                                                                                                                                                                                           481,828    (1,290,000)             (207,059)                    476,811     (1,341,181)     (215,274)
        continuing operations
                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                      
    Net increase (decrease) in cash                                                                                                                                                                                                                                                                                                        (159,669,947)   70,014,237            11,238,060               (174,734,274)  (316,300,793)  (50,769,779)
    Effect of exchange rate changes on cash                                                                                                                                                                                                                                                                                                  (1,285,632)   (1,266,983)             (203,365)                 (4,059,006)      (896,251)     (143,858)
    Cash and cash equivalent at beginning of                                                                                                                                                                                                                                                                                                388,037,000   115,828,355            18,591,733                 405,874,701    501,772,653    80,540,064
        period
                                                                                                                                                                                                                                                                                                                                                                                                                                                      
    Cash and cash equivalents at end of period                                                                                                                                                                                                                                                                                              227,081,421   184,575,609            29,626,428                 227,081,421    184,575,609    29,626,428
                                                                                                                                                                                                                                                                                                                                            ===========   ===========            ==========                 ===========    ===========    ==========

SOURCE Noah Education Holdings Ltd.