SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Noah Education Holdings Ltd.

(Name of Issuer)

Ordinary Shares, with par value US$0.00005 per share¹

American Depositary Shares, each representing one ordinary share

 (Title of Class of Securities)

G65415 104 (Ordinary Shares)

 65487R303 (American Depositary Shares)

(CUSIP Number)

Marco Chung

Morgan Stanley

Level 46, International Commerce Centre

1 Austin Road West, Kowloon

Hong Kong

+(852) 2848-5200

With a copy to:

Peter X. Huang

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

No. 1, Jianguomenwai Avenue

Beijing 100004, People’s Republic of China

+(86) 10 6535-5599

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 24, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

^[1] Not for trading, but only in connection with the listing on The New York Stock Exchange of American depositary shares, each representing one ordinary share.

Page 1 of 13

CUSIP No. G65415 104/ 5487R303

1.	NAME OF REPORTING PERSON: Morgan Stanley
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): x
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 70
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 70
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x(1)
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%(2)
14.	TYPE OF REPORTING PERSON HC, CO

⁽¹⁾ Morgan Stanley may be deemed to be a member of a “group” (as discussed in Item 5 of this Schedule 13D) with Jointly Gold Technologies Limited, First Win Technologies Limited, Global Wise Technologies Limited, Sunshine Nation Limited and Du Qicai, who collectively beneficially own 21,695,775 ordinary shares (including ordinary shares represented by American Depositary Shares). As discussed in Item 5 of this Schedule 13D, Morgan Stanley expressly disclaims beneficial ownership of any ordinary shares (including ordinary shares represented by American Depositary Shares) beneficially owned by Jointly Gold Technologies Limited, First Win Technologies Limited, Global Wise Technologies Limited, Sunshine Nation Limited and Du Qicai.

⁽²⁾ Percentage calculated based on 36,563,991 ordinary shares outstanding as of September 30, 2013, as provided by the Company.

Page 2 of 13

CUSIP No. G65415 104/ 5487R303

1.	NAME OF REPORTING PERSON: Sunshine Nation Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 2,647,743
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 2,647,743
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,647,743
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x(1)
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2%(2)
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾ Excludes shares beneficially owned by Morgan Stanley, Jointly Gold Technologies Limited, First Win Technologies Limited, Global Wise Technologies Limited and Du Qicai.

⁽²⁾ Percentage calculated based on 36,563,991 ordinary shares outstanding as of September 30, 2013, as provided by the Company.

Page 3 of 13

CUSIP No. G65415 104/ 5487R303

1.	NAME OF REPORTING PERSON: Du Siyuan
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 2,647,743
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 2,647,743
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,647,743
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x(1)
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2%(2)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Excludes shares beneficially owned by Morgan Stanley, Jointly Gold Technologies Limited, First Win Technologies Limited, Global Wise Technologies Limited and Du Qicai.

⁽²⁾ Percentage calculated based on 36,563,991 ordinary shares outstanding as of September 30, 2013, as provided by the Company.

Page 4 of 13

CUSIP No. G65415 104/ 5487R303

1.	NAME OF REPORTING PERSON: Du Qicai
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 1,409,304
		8.	SHARED VOTING POWER
		9.	SOLE DISPOSITIVE POWER 1,409,304
		10.	SHARED DISPOSITIVE POWER
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,409,304
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x(1)
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9%(2)
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ Excludes shares beneficially owned by Morgan Stanley, Jointly Gold Technologies Limited, First Win Technologies Limited, Global Wise Technologies Limited and Sunshine Nation Limited.

⁽²⁾ Percentage calculated based on 36,563,991 ordinary shares outstanding as of September 30, 2013, as provided by the Company.

Page 5 of 13

INTRODUCTORY NOTE

This Schedule 13D (the “Schedule 13D”) is filed jointly by Morgan Stanley (“MS”), Sunshine Nation Limited, Ms. Du Siyuan and Mr. Du Qicai (collectively referred to herein as the “Reporting Persons”). This Schedule 13D represents the initial statement on Schedule 13D filed by the Reporting Persons with respect to Noah Education Holdings Ltd. (the “Company” or “Issuer”) with the United States Securities and Exchange Commission (the “SEC”).

Item 1. Security and Issuer

This Schedule 13D relates to the ordinary shares (“Ordinary Shares”), par value US$0.00005 per share, including Ordinary Shares represented by American depositary shares (“ADSs”), each representing one Ordinary Share, of the Company. The address of the principal executive office of the Company is Unit F, 33rd Floor, NEO Tower A, Che Gong Miao, Futian District, Shenzhen, Guangdong Province 518040, People’s Republic of China.

Item 2. Identity and Background

(a) – (c) MS, a Delaware corporation, is a leading global financial services firm providing a wide range of investment banking, securities, investment management and wealth management services. The address of MS’s principal business office is 1585 Broadway, New York, NY 10036.

Sunshine Nation Limited is a company incorporated in the British Virgin Islands. The principal business of Sunshine Nation Limited is education investment and consulting. The address of Sunshine Nation Limited’s principal business office is Akara Bldg., 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands. Ms. Du Siyuan is the sole owner and director of Sunshine Nation Limited.

Ms. Du Siyuan is the sole director of Sunshine Nation Limited. The business address of Ms. Du is 5F Wuyi Xinganxian, No. 717 Wuyi West Road, Changsha City, Hunan Province, China. Ms. Du is a citizen of Canada.

Mr. Du Qicai is a director of the Company. Mr. Du also serves as the general manager of Wentai Education since 2002 and the general manager and vice president of Zhongda Foundation since 2008. The business address of Mr. Du is c/o Unit F, 33rd Floor, NEO Tower A, Che Gong Miao, Futian District, Shenzhen, Guangdong Province 518040, People’s Republic of China. Mr. Du is a citizen of the People’s Republic of China.

(d) – (e) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, other than, in the case of clause (2), as described in Schedule B attached hereto and incorporated herein by reference.

(f) The name, business address, present principal occupation or employment and citizenship of each director and executive officer of MS are set forth in Schedule A attached hereto and incorporated herein by reference.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The members of the Consortium (as defined in Item 4 below) anticipate that, at the price per Ordinary Share set forth in the Proposal (as described in Item 4 below), approximately US$41.6 million will be expended in acquiring the 14,868,216 Ordinary Shares and ADSs not currently owned by the Consortium (the “Publicly Held Shares”).

It is anticipated that the funding for the acquisition of the Publicly Held Shares will be provided by equity capital funded or arranged by MSPEA (as defined in Item 4 below) in the form of cash. The source of funds to be contributed by MSPEA for such equity financing will come from certain funds managed or advised by affiliates of MS. It is also anticipated that Consortium Members who are existing shareholders of the Company will roll over their equity interests in the Company to the Acquisition Vehicle.

Page 6 of 13

In addition to the Publicly Held Shares, MS may be deemed to have indirect beneficial ownership of 70 Additional Shares (as defined in Item 5 below). The MS Reporting Units (as defined in the footnote to Item 5) obtained the purchase price for such Additional Shares through internally generated and client-sourced funds.

ITEM 4. PURPOSE OF TRANSACTION

On December 24, 2013, MSPEA Education Holding Limited (“MSPEA”), an investment holding company indirectly controlled by MS, entered into a consortium agreement (the “Consortium Agreement”) with Jointly Gold Technologies Limited, First Win Technologies Limited, Global Wise Technologies Limited, Sunshine Nation Limited and Du Qicai (collectively, the “Management Shareholders”, and together with MSPEA, the “Consortium Members”). Under the Consortium Agreement, the Consortium Members agreed, among other things, (i) to jointly deliver a non-binding proposal (the “Proposal”) to the Company’s board of directors for the acquisition of the Publicly Held Shares, (ii) to deal exclusively with each other with respect to the transaction contemplated under the Proposal for a maximum of six (6) months after the date thereof, (iii) to conduct a joint assessment of the Company as promptly as reasonably practicable, and (iv) to use their reasonable best efforts to work together to structure, negotiate and do all things necessary or desirable, subject to the Company’s approval, to enter into definitive agreements in respect of the transactions contemplated under the Proposal.

On December 24, 2013, the Consortium Members, on behalf of themselves, submitted the Proposal to the Company’s board of directors. In the Proposal, the Consortium Members proposed to acquire, through an acquisition vehicle (the “Acquisition Vehicle”), all of the Publicly Held Shares for US$2.80 per share. The Consortium Members intend to finance the transactions contemplated under the Proposal through equity capital to be funded or arranged by MSPEA, and rollover financing to be provided by Consortium Members who are existing shareholders of the Company.

Any definitive agreement entered into in connection with the transactions contemplated under the Proposal is likely to be subject to customary closing conditions, including approval by the Company’s shareholders of the terms of such transactions, accuracy of the representations and warranties given by the parties to the merger agreement, compliance by each party to such agreement with its covenants thereunder, the absence of a material adverse effect.

If the transactions contemplated under the Proposal are completed, the Ordinary Shares and ADSs would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act and would be delisted from the New York Stock Exchange.

References to the Consortium Agreement and the Proposal in this Schedule 13D are qualified in their entirety by reference to the Consortium Agreement and the Proposal, copies of which are attached hereto as Exhibits 7.02 and 7.03 and incorporated herein by reference in their entirety.

Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Company, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) – (b) The following disclosure assumes that there are 36,563,991 ordinary shares outstanding as of September 30, 2013, as provided by the Company.

The responses of the Reporting Persons to Rows (7) through (11) of the cover page of this statement are incorporated herein by reference.

MS may be deemed to beneficially own an additional 70 Ordinary Shares (including Ordinary Shares represented by ADSs) (the “Additional Shares”) held by the MS Reporting Units, which, based on calculations in accordance with Rule 13d-3 promulgated under the Exchange Act, constitute approximately an additional 0% of the outstanding Ordinary Shares (including Ordinary Shares represented by ADSs).^[2] Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by MS that it is the beneficial owner of any of such Additional Shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Page 7 of 13

Sunshine Nation Limited directly holds 2,647,743 Ordinary Shares (including Ordinary Shares represented by ADSs), representing approximately 7.2% of the outstanding ordinary shares of the Company. Sunshine Nation Limited has sole power to vote and to dispose of the 2,647,743 Ordinary Shares.

As the sole owner of Sunshine Nation Limited, Ms. Du Siyuan shares the voting and dispositive power over the 2,647,743 Ordinary Shares held by Sunshine Nation Limited.

Mr. Du Qicai directly holds 1,409,304 Ordinary Shares (including Ordinary Shares represented by ADSs), representing approximately 3.9% of the outstanding ordinary shares of the Company. Mr. Du Qicai has sole power to vote and to dispose of the 1,409,304 Ordinary Shares.

In addition, pursuant to Section 13(d)(3) of the Exchange Act, the Reporting Persons may, on the basis of the facts described elsewhere herein, be deemed to be members of a “group,” with other Consortium Members. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that he/she/it is the beneficial owner of any of the Ordinary Shares (including Ordinary Shares represented by ADSs) beneficially owned by other Consortium Members for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Except as set forth in Item 3 above and incorporated herein by reference, none of the Reporting Persons, nor, to their knowledge, any of the directors and officers listed on Schedule A hereto has effected any transactions in the Ordinary Shares or ADSs during the 60 days preceding the filing of this Schedule 13D.

(d) With respect to MS:

Except for MS, the MS Reporting Units and clients of the MS Reporting Units who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares, no other person is known by MS to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Ordinary Shares or ADSs beneficially owned by MS.

With respect to Sunshine Nation Limited, Ms. Du Siyuan and Mr. Du Qicai:

Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The descriptions of the principal terms of the Proposal and the Consortium Agreement under Item 4 are incorporated herein by reference in their entirety.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

^[2] In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “MS Reporting Units”) of MS and its subsidiaries and affiliates (collectively, “MS Group”). This filing does not reflect securities, if any, beneficially owned by any affiliates or operating units of MS Group whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

Page 8 of 13

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 7.01: Joint Filing Agreement, by and among the Reporting Persons, dated as of December 24, 2013.

Exhibit 7.02 Consortium Agreement, by and among Management Shareholders and MSPEA, dated as of December 24, 2013.

Exhibit 7.03 Proposal Letter from Management Shareholders and MSPEA to the Company’s board of directors, dated as of December 24, 2013.

Page 9 of 13

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 31, 2013 

Morgan Stanley
By:	/s/ Christina Huffman
	Name:	Christina Huffman
	Title:	Authorized Signatory

[Signature Page to Schedule 13D]

Sunshine Nation Limited
By:	/s/ Du Siyuan
	Name:	Du Siyuan
	Title:	Sole Director

Du Siyuan
By:	/s/ Du Siyuan

Du Qicai
By:	/s/ Du Qicai

[Signature Page to Schedule 13D]

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY

The names of the directors and the names and titles of the executive officers of Morgan Stanley and their principal occupations are set forth below. The business address of each of the directors or executive officers is that of Morgan Stanley at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Morgan Stanley.

Name	Title	Citizenship
*James P. Gorman	Chairman of the Board and Chief Executive Officer	Australia and United States
*Erskine B. Bowles	Director	United States
*Howard J. Davies	Professor, SciencesPo	England
*Thomas H. Glocer	Director	United States
*Robert H. Herz	President, Robert H. Herz LLC	United States
*C. Robert Kidder	Director	United States
*Klaus Kleinfeld	Chairman and Chief Executive Officer of Alcoa Inc.	Germany
*Donald T. Nicolaisen	Director	United States
*Hutham S. Olayan	President, Chief Executive Officer of The Olayan Group’s U.S. operations	United States
*James W. Owens	Director	United States
*O. Griffith Sexton	Adjunct professor of finance at Columbia Business School	United States
*Ryosuke Tamakoshi	Senior Advisor to The Bank of Tokyo-Mitsubishi UFJ, Ltd.	Japan
*Masaaki Tanaka	Representative Director and Deputy President of Mitsubishi UFJ Financial Group, Inc.	Japan
*Laura D’Andrea Tyson	S. K. and Angela Chan Professor of Global Management at the Walter A. Haas School of Business at the University of California, Berkeley	United States
*Rayford Wilkins, Jr.	Director	United States
Gregory J. Fleming	Executive Vice President, President of Morgan Stanley Wealth Management and President of Investment Management	United States
Eric F. Grossman	Executive Vice President and Chief Legal Officer	United States
Keishi Hotsuki	Chief Risk Officer	Japan
Colm Kelleher	Executive Vice President and President of Institutional Securities	England and Ireland
Ruth Porat	Executive Vice President and Chief Financial Officer	United States
James A. Rosenthal	Executive Vice President and Chief Operating Officer	United States

* Director

SCHEDULE B

LEGAL PROCEEDINGS

Unless the context otherwise requires, the term “Morgan Stanley” means Morgan Stanley and its consolidated subsidiaries. Morgan Stanley & Co. LLC (“MS&Co.”) and Morgan Stanley Smith Barney LLC (“MSSB LLC”), referenced below, are Morgan Stanley’s primary U.S. broker-dealers.

(a) On September 30, 2009, Morgan Stanley entered into an administrative settlement agreement with the U.S. Environmental Protection Agency (“EPA”) to resolve certain violations of the U.S. environmental laws allegedly committed by Morgan Stanley during 2005. These alleged violations included: distribution of approximately 2.7 million gallons of reformulated gasoline that failed to comply with maximum benzene content limitations; failure to report volume and property information for each batch of gasoline blendstock imported and reformulated gasoline produced; failure to conduct an annual attest engagement; and failure to provide product transfer documents for each transfer of reformulated gasoline and each batch of previously certified gasoline. Without admitting or denying the EPA’s allegations, Morgan Stanley agreed to resolve these matters for a civil penalty of $405,000.

(b) On June 24, 2010, Morgan Stanley and the Office of the Attorney General for the Commonwealth of Massachusetts (“Massachusetts OAG”) entered into an Assurance of Discontinuance (“AOD”) to resolve the Massachusetts OAG’s investigation of the Company’s financing, purchase and securitization of certain subprime residential mortgages. The AOD provides for Morgan Stanley to make payments totaling approximately $102.7 million, and for Morgan Stanley to use its best efforts to implement certain business practices related to such activities on a prospective basis.

In addition, MS&Co. has been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violation of federal or state securities laws. Such proceedings are reported and summarized in the MS&Co. Form BD filed with the SEC, which descriptions are hereby incorporated by reference. The MSSB LLC Form BD filed with the SEC is also hereby incorporated by reference.

EX-7.01

EXHIBIT 7.01

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares (including Ordinary Shares represented by ADSs) of Noah Education Holdings Ltd. and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.

This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.

[Signatures Pages Follow]

EXH 7.01-1

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of December 24, 2013.

Morgan Stanley
By:	/s/ Christina Huffman
	Name:	Christina Huffman
	Title:	Authorized Signatory

[Signature Page to Joint Filing Agreement]

Sunshine Nation Limited
By:	/s/ Du Siyuan
	Name:	Du Siyuan
	Title:	Sole Director

Du Siyuan
By:	/s/ Du Siyuan

Du Qicai
By:	/s/ Du Qicai

[Signature Page to Joint Filing Agreement]

EX-7.02

Exhibit 7.02

Execution Version

CONSORTIUM AGREEMENT

THIS CONSORTIUM AGREEMENT (this “Agreement”) is dated as of December 24, 2013 and is entered into by and among Jointly Gold Technologies Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands, First Win Technologies Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands, Global Wise Technologies Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands, Sunshine Nation Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands, and Du Qicai (collectively, the “Management Shareholders”) and MSPEA Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “PE Sponsor”). Each of the Management Shareholders and PE Sponsor is referred to herein as a “Party”, and collectively, the “Parties”.

RECITALS

WHEREAS, the Parties are interested in pursuing a possible acquisition (the “Transaction”) of all of the issued and outstanding Shares of Noah Education Holdings Ltd. (the “Company”) through a special purpose vehicle (“Parent”) to be formed by the Parties;

WHEREAS, (a) in connection with the Transaction, the Parties propose to form Parent under the laws of the Cayman Islands, and to cause Parent to form a direct, wholly-owned subsidiary (“Merger Sub”) under the laws of the Cayman Islands, and (b) at the closing of the Transaction, the Parties intend that Merger Sub will be merged with and into the Company, with the Company being the surviving company and becoming a direct, wholly-owned subsidiary of Parent;

WHEREAS, on the date hereof, the Parties will submit a non-binding proposal, a copy of which is attached hereto as Schedule A (the “Proposal Letter”), to the board of directors of the Company (the “Company Board”) in connection with the Transaction; and

WHEREAS, in accordance with the terms of this Agreement, the Parties will cooperate and participate in: (a) the evaluation of the Company, including conducting due diligence of the Company and its business; (b) discussions regarding the Proposal Letter with the Company; and (c) the negotiation of the terms of definitive documentation in connection with the Transaction (in which negotiations the Parties expect that the Company will be represented by a special committee of independent and disinterested directors of the Company Board), including an agreement and plan of merger among Parent, Merger Sub and the Company in form and substance to be agreed by the Parties (the “Merger Agreement”), which shall be subject to the approval of the shareholders of the Company and any financing documents in connection with the Transaction.

NOW, THEREFORE, the Parties agree as follows:

1. Certain Definitions.

“Competing Transaction” shall mean (i) any direct or indirect acquisition by any person or entity of any securities in the Company or all or substantially all of its assets or (ii) a recapitalization, restructuring, merger, consolidation or other business combination involving the Company or any of its material subsidiaries, in either case other than the Transaction.

“Representatives” shall mean, with respect to a person, such person’s employees, directors, officers, partners, members, affiliates, agents, advisors (including, but not limited to, legal counsel, accountants, consultants and financial advisors), and any representative of the foregoing. The Representatives shall include the Advisors as defined in Section 3(c).

1

Execution Version

“Shares” shall mean the issued and outstanding shares of the Company, including American Depositary Shares of the Company.

2. Commitment to the Consortium.

(a) Within the term of this Agreement, each Party will deal exclusively with each other with respect to the Transaction or other related matters, and will not, and will cause his or its Representatives acting in such capacity as well as Parent not to, without the written consent of the other Parties: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party or any other third party pursuing or considering to pursue a Competing Transaction; (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction as contemplated under this Agreement; or (iv) acquire any securities of the Company; provided, however, that nothing in this Agreement shall restrict or prevent any Party or its Representative from conducting such activities in his or her capacity as a director or officer of the Company insofar as he or she takes action in that connection other than in his capacity as a shareholder of the Company.

(b) Within the term of this Agreement, each Party will not, and will not permit his or its affiliates or Representatives to, directly or indirectly: (i) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell, any Shares (in each instance a “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shares or any right, title or interest thereto or therein; (ii) deposit any Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or voting trust with respect to any Shares; (iii) take any action that would have the effect of preventing, disabling or delaying any Party or his or its affiliate from performing his or its obligations under this Agreement; or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b).

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Execution Version

(c) Subject to Section 2(a), each Party will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction. During the term of this Agreement, the Management Shareholders shall promptly provide the PE Sponsor notice of any unsolicited offer or proposal received in relation to any Competing Transaction, including the terms of any such offer or proposal, and any written communications with respect thereto, which it may receive in its capacity as a shareholder of the Company.

3. Process.

(a) Upon signing of this Agreement, the Parties shall immediately deliver the Proposal Letter to the Company Board.

(b) Within the term of this Agreement and as permitted by the Company Board, the Parties shall as promptly as reasonably practicable conduct a joint assessment of the Company, and shall in good faith and with mutual cooperation use their reasonable best efforts to work together to structure, negotiate and do all things necessary or desirable, subject to the Company’s approval, to enter into the Merger Agreement and other ancillary documents in connection with the Transaction (the “Definitive Agreements”). This Agreement constitutes only a preliminary arrangement relating to a Transaction and does not constitute any binding commitment with respect to a Transaction. Such a commitment will result only from the execution of the Definitive Agreements, and then will be on the terms provided in the Definitive Agreements. The Parties and their respective affiliates and Representatives shall coordinate with each other in performing due diligence, securing debt (as applicable) and equity financing, and structuring and negotiating the Transaction, including establishing appropriate vehicles for the purpose of the Transaction; provided, however, that in no event will any Party be obligated without his or its consent to enter into or otherwise be a Party to any Definitive Agreements; provided, further, that the PE Sponsor shall have the sole right to provide or otherwise arrange equity financing (other than rollover financing) in connection with Transaction.

(c) Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates (“Skadden”) is acting as legal advisor to the buyer consortium (the “Consortium”) established hereunder by the Parties in connection with the Transaction. All other advisors, including any financial advisor to the Consortium (collectively with Skadden, the “Advisors”) shall be jointly selected by the Parties.

4. Confidentiality. Each Party shall, and shall direct his or its Representatives to, keep this Agreement and the Transaction confidential and shall not make any public statement or announcement concerning or disclose to any third party the fact that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, including the status thereof, other than as mutually agreed in writing by the Parties or as required by applicable laws, rules or regulations. Each Party shall coordinate in good faith all press releases and other public relation matters relating to the Transaction. Notwithstanding the foregoing, the PE Sponsor may disclose this Agreement or the status of negotiations between the parties with respect to the Transaction to (i) any investors in any of its affiliates, including Morgan Stanley Private Equity Asia IV, L.P., (ii) any employee of Morgan Stanley or any of its subsidiaries who needs to know any such information as reasonably determined by the PE Sponsor, and (iii) to its funding sources who need to receive and consider such information for the purpose of financing the Transaction.

5. Certain Fees and Expenses.

(a) If the Transaction is not eventually consummated, and there has been no breach of this Agreement by any Party, the Parties agree that: (i) each Party shall bear fees and out-of-pocket expenses payable by it in connection with the Transaction incurred prior to the termination of this Agreement; and (ii) the PE Sponsor shall bear any fees and out-of-pocket expenses payable by the Consortium in connection with the Transaction incurred prior to the termination of this Agreement, including any fees and expenses: (A) payable to the Advisors; (B) payable to any lenders and other financing sources, if any; or (C) incurred in the defense, pursuit or settlement of any disputes or litigation relating to the Transaction (in which cases, whether such fees and expenses are incurred prior to the termination of this Agreement or not).

(b) If the Transaction is not eventually consummated due to a breach of this Agreement by any Party, the Parties agree that the breaching Party shall bear fees and out-of-pocket expenses payable by any of the Parties and the Consortium in connection with the Transaction incurred prior to the termination of this Agreement, including any fees and expenses: (A) payable to the Advisors; (B) payable to any lenders and other financing sources, if any; or (C) incurred in the defense, pursuit or settlement of any disputes or litigation relating to the Transaction (in which cases, whether such fees and expenses are incurred prior to the termination of this Agreement or not).

(c) Upon consummation of the Transaction, Parent shall reimburse each Party for all fees and out-of-pocket expenses incurred by him or it in connection with the Transaction.

6. Remedies. It is understood and agreed that money damages may not be a sufficient remedy for a breach of this Agreement by any Party and that each Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy of any such breach by the other Parties. Such remedies shall not be deemed to be the exclusive remedies for a breach by a Party but shall be in addition to all other remedies available at law or in equity to the other Parties. Each Party further agrees not to raise as a defense or objection to the request or granting of such relief that any breach of this Agreement is or would be compensable by an award of money damages, and each Party agrees to waive any requirements for the securing or posting of any bond in connection with such remedy.

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Execution Version

7. Governing Law; Jurisdiction. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), without reference to conflict of laws principles. Any dispute, controversy or claim arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by submission to the courts located in Hong Kong.

8. No Modification. No provision in this Agreement can be waived, modified or amended except by written consent of the Parties, which consent shall specifically refer to the provision to be waived, modified or amended and shall explicitly make such waiver, modification or amendment.

9. No Waiver or Rights. It is understood and agreed that no failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

10. Counterparts; Entire Agreement. This Agreement may be signed and delivered by facsimile or portable document format via electronic mail and in one or more counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument. This Agreement sets forth the entire agreement and understanding among the Parties and supersedes all prior agreements, discussions or documents relating thereto. No Party shall be entitled to punitive, exemplary, special, unforeseen, incidental, indirect or other consequential damages.

11. Severability. If any provision of this Agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation.

12. Successors. This Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and assigns. No Party may assign or transfer, directly or indirectly, its rights or obligations hereunder without the prior written consent of the other Parties except as provided herein. No assignment will relieve the assignor of its obligations hereunder.

13. No Third Party Beneficiaries. Unless otherwise specifically provided herein, each Party agrees and acknowledges that nothing herein expressed or implied is intended to confer upon or give any rights or remedies to persons who are not a party to this Agreement under or by reason of this Agreement.

14. Term. This Agreement shall terminate upon the earlier of (i) the mutual written agreement by the Parties, (ii) the execution and delivery of the Definitive Agreements and (iii) the date six months after the date hereof; provided, however, that Sections 4 through 13 shall survive any termination of this Agreement.

[Signatures to Follow on the Next Page]

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Jointly Gold Technologies Limited
By:	/s/ Xu Dong
	Name:	Xu Dong
	Title:	Director
First Win Technologies Limited
By:	/s/ Tang Benguo
	Name:	Tang Benguo
	Title:	Director
Global Wise Technologies Limited
By:	/s/ Wang Xiaotong
	Name:	Wang Xiaotong
	Title:	Director
Sunshine Nation Limited
By:	/s/ Du Siyuan
	Name:	Du Siyuan
	Title:	Sole Director
Du Qicai
By:	/s/ Du Qicai
MSPEA Education Holding Limited
By:	/s/ Samantha Jennifer Cooper
	Name:	Samantha Jennifer Cooper
	Title:	Sole Director

[Signature Page to Consortium Agreement]

EX-7.03

Exhibit 7.03

Execution Version

The Board of Directors

Noah Education Holdings Ltd.

Unit F, 33^rd Floor, NEO Tower A

Futian District, Shenzhen

Guangdong Province 518040

People’s Republic of China

December 24, 2013

Dear Members of the Board of Directors,

We, Jointly Gold Technologies Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands, First Win Technologies Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands, Global Wise Technologies Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands, Sunshine Nation Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands, Du Qicai, and MSPEA Education Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("MSPEA" and, collectively, the "Consortium Members"), are pleased to submit this preliminary non-binding proposal (the "Proposal") to acquire all of the issued and outstanding ordinary shares of Noah Education Holdings Ltd. (the "Company") and the American Depositary Shares of the Company ("ADSs", each ADS representing one ordinary share of the Company), in both cases, that are not already owned by us in a "going private" transaction on the principal terms and conditions described in this letter (the "Transaction").

We believe that our Proposal of US$2.80 per ordinary share or per ADS of the Company, as the case may be, in cash provides a very attractive opportunity to the Company’s shareholders. Our Proposal represents a premium of 24.4% to the closing price of the Company’s ADSs on December 23, 2013, a premium of 21.5% to the volume-weighted average closing price of the Company’s ADSs during the last 30 trading days, a premium of 32.3% to the volume-weighted average price during the last 90 trading days, and a premium of 49.0% to the volume-weighted average price during the last 180 trading days.

Set forth below are the key terms of our Proposal.

I. Consortium

The Consortium Members have entered into a consortium agreement pursuant to which we will form an acquisition vehicle (the “Acquisition Vehicle”) for the purpose of implementing the Transaction, and have agreed to work with each other exclusively in pursuing the Transaction. Please also note that the Consortium Members who own ordinary shares and/or ADSs of the Company are currently interested only in pursuing the Transaction and are not interested in selling their shares and/or ADSs in any other transaction involving the Company. The Consortium Members directly and indirectly beneficially own approximately 59.3% of the issued and outstanding ordinary shares and ADSs of the Company on the date hereof.

II. Transaction and Purchase Price

We propose to acquire all of the issued and outstanding ordinary shares and ADSs of the Company not already owned by us at a purchase price equal to US$2.80 per ordinary share or per ADS, as the case may be, in cash through a one-step merger of a subsidiary of the Acquisition Vehicle (the “Merger Sub”) with and into the Company.

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III. Sources of Financing

We 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 to the Acquisition Vehicle. Cash consideration for the acquisition will be funded or arranged by MSPEA.

IV. Due Diligence

We will require a timely opportunity to conduct customary due diligence on the Company. We believe that we will be in a position to complete due diligence in a timely manner and in parallel with discussions on definitive agreements.

V. Definitive Documentation

Consummation of the Transaction would require negotiation and execution of a definitive merger agreement, as well as other customary agreements for a transaction of this nature, each containing terms and conditions appropriate for transactions of this type. We have retained Skadden, Arps, Slate, Meagher & Flom LLP as international legal counsel to the Consortium Members and are prepared to provide draft agreements promptly.

VI. Confidentiality

We are sure you will agree that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed the definitive agreements or terminated our discussions.

VII. Process

We believe that the Transaction will provide superior value to the Company's public shareholders. We recognize that the board of directors will evaluate the Proposal independently before it can make a decision to endorse it. We recognize of course that the board of directors of the Company will evaluate the Transaction independently before it can make its determination whether to endorse it. Given our involvement in the Transaction, we would expect that the independent members of the board of directors will proceed to consider our Proposal and the Transaction.

VIII. About MSPEA

MSPEA is a vehicle controlled by Morgan Stanley Private Equity Asia IV, L.P., a fund managed by Morgan Stanley Private Equity Asia, the private equity arm of Morgan Stanley. Morgan Stanley Private Equity Asia is one of the leading private equity investors in Asia Pacific, having invested in the region for over 20 years. The team has invested approximately US$2.5 billion in Asia, primarily in highly structured minority investments and control buyouts in profitable, growth-oriented companies with a significant majority of the investments sourced on a proprietary basis. Morgan Stanley Private Equity Asia has an experienced investment team led by senior professionals with extensive networks, in-depth market knowledge and the ability to apply international investment principals within each local context. Morgan Stanley Private Equity Asia has offices located in Hong Kong, Shanghai, Mumbai, Seoul, Tokyo and New York.

IX. Miscellaneous

This Proposal is not a binding offer, agreement or agreement to make a binding offer or agreement at any point in the future. This letter is a preliminary indication of interest by the Consortium Members and does not contain all matters upon which agreement must be reached in order to consummate the proposed Transaction, nor does it create any binding rights or obligations in favor of any person. The parties will be bound only upon the execution of mutually agreeable definitive documentation.

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X. Public Disclosure

In light of United States securities law requirements, if applicable, Consortium Members who are existing Company shareholders will make a filing with the Securities and Exchange Commission on Schedule 13D in which this letter will be publicly disclosed.

* * * * *

In closing, we would like to express our commitment to working together to bring this Transaction to a successful and timely conclusion. Should you have any questions regarding this Proposal, please do not hesitate to contact Mr. Dong Xu at +86 755 8288 9100 or Mr. Ryan Law of MSPEA at +852 2848 8875, each a representative of the Consortium Members. We look forward to hearing from you. 

Sincerely,

Jointly Gold Technologies Limited
By:	/s/ Xu Dong
	Name:	Xu Dong
	Title:	Director
First Win Technologies Limited
By:	/s/ Tang Benguo
	Name:	Tang Benguo
	Title:	Director
Global Wise Technologies Limited
By:	/s/ Wang Xiaotong
	Name:	Wang Xiaotong
	Title:	Director
Sunshine Nation Limited
By:	/s/ Du Siyuan
	Name:	Du Siyuan
	Title:	Sole Director
Du Qicai
By:	/s/ Du Qicai
MSPEA Education Holding Limited
By:	/s/ Samantha Jennifer Cooper
	Name:	Samantha Jennifer Cooper
	Title:	Sole Director

[Signature Page to Proposal Letter]