Filed by Bowne Pure Compliance

0001362310-09-001434.txt : 20090209 0001362310-09-001434.hdr.sgml : 20090209 20090209124046 ACCESSION NUMBER: 0001362310-09-001434 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090209 DATE AS OF CHANGE: 20090209 GROUP MEMBERS: GLOBAL WISE TECHNOLOGIES LTD. GROUP MEMBERS: XIAOTONG WANG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOAH EDUCATION HOLDINGS LTD. CENTRAL INDEX KEY: 0001411825 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83602 FILM NUMBER: 09579990 BUSINESS ADDRESS: STREET 1: 10TH FLOOR B BUILDING STREET 2: FUTIAN TIAN'AN HI-TECH VENTURE PARK CITY: FUTIAN DISTRICT, SHENZHEN STATE: F4 ZIP: 518048 BUSINESS PHONE: (86-755) 8343-2800 MAIL ADDRESS: STREET 1: 10TH FLOOR B BUILDING STREET 2: FUTIAN TIAN'AN HI-TECH VENTURE PARK CITY: FUTIAN DISTRICT, SHENZHEN STATE: F4 ZIP: 518048 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL WISE TECHNOLOGIES LTD. CENTRAL INDEX KEY: 0001425946 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10/F, B BUILDING STREET 2: FUTIAN TIAN?AN HI-TECH VENTURE PARK CITY: FUTIAN DISTRICT, SHENZHEN STATE: F4 ZIP: 518048 BUSINESS PHONE: (86-755) 8343-2800 MAIL ADDRESS: STREET 1: 10/F, B BUILDING STREET 2: FUTIAN TIAN?AN HI-TECH VENTURE PARK CITY: FUTIAN DISTRICT, SHENZHEN STATE: F4 ZIP: 518048 SC 13G/A 1 c80664sc13gza.htm SC 13G/A Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Noah Education Holdings Ltd.

(Name of Issuer)

Ordinary Shares/American Depositary Shares

(Title of Class of Securities)

G65415 104 (Ordinary Shares)/ 65487R303(American Depositary Shares)

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

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

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


CUSIP No.		G65415 104/ 65487R303


1	NAMES OF REPORTING PERSONS Xiaotong Wang


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	People’s Republic of China

		5	SOLE VOTING POWER

NUMBER OF			4,487,890 ordinary shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			4,487,890 ordinary shares

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,487,890 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	12.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		G65415 104/ 65487R303


1	NAMES OF REPORTING PERSONS Global Wise Technologies Ltd.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	British Virgin Islands

		5	SOLE VOTING POWER

NUMBER OF			4,487,890 ordinary shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			4,487,890 ordinary shares

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,487,890 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	12.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		G65415 104/ 65487R303


ITEM 1(a).		NAME OF ISSUER:

		Noah Education Holdings Ltd. (the “Issuer”)

ITEM 1(b).		ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

		10^th Floor B Building, Futian Tian’an Hi-Tech Venture Park, Futian District, Shenzhen, Guangdong Province, People’s Republic of China

ITEM 2(a).		NAME OF PERSON FILING:

		Mr. Xiaotong Wang

		Global Wise Technologies Ltd.

ITEM 2(b).		ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

		The address of Mr. Xiaotong Wang is c/o Noah Education Holdings Ltd., 10th, Floor B Building, Futian Tian’an Hi-Tech Venture Park, Futian District, Shenzhen, Guangdong, People’s Republic of China.

		The address of Global Wise Technologies Ltd. is Akara Bldg., 24 Decastro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands.

ITEM 2(c)		CITIZENSHIP:

		Mr. Xiaotong Wang is a citizen of the People’s Republic of China.

		The place of organization of Global Wise Technologies Ltd. is British Virgin Islands.

ITEM 2(d).		TITLE OF CLASS OF SECURITIES:

		Ordinary shares, par value $0.00005 per share American Depositary Shares, each representing one ordinary share

ITEM 2(e).		CUSIP NUMBER:

		G65415 104 (ordinary shares) 65487R303 (American Depositary Shares)

ITEM 3.		Not Applicable


CUSIP No.		G65415 104/ 65487R303


ITEM 4.		OWNERSHIP:

Sole power

Shared power

Sole power

Shared power

to dispose

Amount

to vote

to vote or

or to

beneficially

Percent

or direct

to direct

direct the

Reporting person

owned:

of class:

the vote:

disposition of:

Mr. Xiaotong Wang

4,487,890 ordinary

12.5%

4,487,890 ordinary

shares*

Global Wise

4,487,890 ordinary

12.5%

4,487,890 ordinary

Technologies Ltd.

shares*


		* Includes 678,550 American Depositary Shares, representing 678,550 ordinary shares

		As of December 31, 2008, Global Wise Technologies Ltd. was the holder of 3,809,340 ordinary shares and 678,550 American Depositary Shares, representing 678,550 ordinary shares, of Noah Education Holdings Ltd. Global Wise Technologies Ltd. is affiliated with Mr. Xiaotong Wang. As a result, pursuant to Section 13(d) of the Securities Exchange Act of 1934, Mr. Xiaotong Wang may be deemed to beneficially own in aggregate 4,487,890 ordinary shares held by Global Wise Technologies Ltd.

ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

		Not applicable

ITEM 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

		Not applicable

ITEM 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

		Not applicable

ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

		Not applicable

ITEM 9.		NOTICE OF DISSOLUTION OF GROUP:

		Not applicable

ITEM 10.		CERTIFICATION:

		Not applicable


CUSIP No.		G65415 104/ 65487R303

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 8, 2009



Xiaotong Wang	/s/ Xiaotong Wang
	Xiaotong Wang



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

LIST OF EXHIBITS


Exhibit No.		Description

A		Joint Filing Agreement

EX-1.A 2 c80664exv1wa.htm EXHIBIT A Filed by Bowne Pure Compliance

EXHIBIT A: Joint Filing Agreement

We, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

Dated: February 8, 2009



Xiaotong Wang	/s/ Xiaotong Wang
	Xiaotong Wang



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