GUARANTEE

EXHIBIT 7.14

This Guarantee (this “Guarantee”) is entered into on April 2, 2014 by and among (1) THE BARING ASIA PRIVATE EQUITY FUND II, L.P. 1, a limited partnership organized and existing under the laws of Guernsey with its registered address at 0 Xxxxx Xxxxx, Xxxxx Xxxxxx, Xx Xxxxx Xxxx, Xxxxxxxx XX0 0XX, (2) THE BARING ASIA PRIVATE EQUITY FUND II, L.P. 2, a limited partnership organized and existing under the laws of Guernsey with its registered address at 0 Xxxxx Xxxxx, Xxxxx Xxxxxx, Xx Xxxxx Port, Guernsey GY1 2HL, (the “Guarantors” and each a “Guarantor”), and (3) the parties listed at Annex A (the “Guaranteed Parties” and each a “Guaranteed Party”).

RECITALS

WHEREAS, on the date hereof, Noah Education Holdings Ltd. (the “Company”), Rainbow Education Holding Limited (“Parent”) and Rainbow Education Merger Sub Holding Limited, a wholly owned subsidiary of Parent (“Merger Sub”), have executed an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation;

WHEREAS, on the date hereof, the Guaranteed Parties and Baring Asia II Holdings (22) Limited (“Baring”), a special purpose British Virgin Islands company formed for the purpose of making investments, including holding the Shares, for the benefit of the Guarantors and their Affiliates and wholly-owned by the Guarantors and their Affiliates, entered into an interim investors agreement (the “Interim Investors Agreement”) in connection with the Merger and other Transactions contemplated by the Merger Agreement;

WHEREAS, to induce the Guaranteed Parties to enter into the Interim Investors Agreement with Baring, the Guarantors have agreed to enter into this Guarantee in favor of the Guaranteed Parties upon and subject to the terms and conditions set out herein.

THIS GUARANTEE WITNESSES as follows:

1. DEFINED TERMS AND CONSTRUCTION.

1.1 Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Interim Investors Agreement or the Merger Agreement.

1.2 Each of the Guaranteed Parties and each of the Guarantors are referred to herein as a “Party”, and collectively, the “Parties”.

2. GUARANTEE.

2.1 The Guarantors absolutely, unconditionally and irrevocably guarantee to the Guaranteed Parties the due and punctual performance, satisfaction and observance by Baring of Baring’s obligations, commitments, undertakings and warranties under or pursuant to Sections 3.1, 4.1, 4.2 and 5 of the Interim Investors Agreement (the “Guaranteed Obligations”) to the extent of any limit on the liability of Baring in the Interim Investors Agreement.

2.2 Subject to the terms and conditions of this Guarantee, if and whenever Baring defaults for any reason whatsoever in the payment of any of the Guaranteed Obligations, the Guarantors shall forthwith upon written demand by any of the Guaranteed Parties unconditionally pay (or procure the payment of), without any deduction, offset, defense, claim or counterclaim of any kind (except as expressly provided in this Guarantee), the Guaranteed Obligations in regard to which such default has been made in the manner prescribed by the Interim Investors Agreement and so that the Guaranteed Parties shall receive the same benefits as though the Guaranteed Obligations had been duly and timely paid by Baring. In furtherance of the foregoing, the Guarantors acknowledge that the Guaranteed Parties may, in their sole discretion, bring and prosecute a separate action or actions against the Guarantors for the Guaranteed Obligations, regardless of whether any action is brought against Baring, or whether Baring is joined in any action or actions. The Guarantors agree to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Parties in connection with the enforcement of its rights hereunder.

2.3 The Guarantors agree that the Guaranteed Parties may, in their sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of performance of any of the Guaranteed Obligations, and may also make any agreement with Baring for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Parties and Baring without in any way impairing or affecting the Guarantors’ obligations under this Guarantee or affecting the validity or enforceability of this Guarantee. The Guarantors agree that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay of the Guaranteed Parties to assert any claim or demand or to enforce any right or remedy against Baring or any other person interested in the transactions contemplated by the Interim Investors Agreement; (b) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms of the Interim Investors Agreement or any other agreement evidencing, securing or otherwise executed by Baring and the Guaranteed Parties in connection with any of the Guaranteed Obligations, in each case, in accordance with the term thereof; (c) the addition, substitution, any legal or equitable discharge or release (subject to Sections 2.4 and 2.8 hereof) of the Guarantors or any person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Interim Investors Agreement; (d) any change in the corporate existence, structure or ownership of Baring or any other person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Interim Investors Agreement; (e) the existence of any claim, set-off, judgment or other right which the Guarantors may have at any time against Baring or the Guaranteed Parties or any of their respective Affiliates, whether in connection with the Guaranteed Obligations or otherwise (other than those defenses permitted pursuant to the last sentence of this Section 2.3); (f) the adequacy of any other means the Guaranteed Parties may have of obtaining payment related to the Guaranteed Obligations; (g) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Baring or any other person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Interim Investors Agreement (other than the Guarantors); or (h) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of law or equity (other than a discharge of the Guarantors with respect to the Guaranteed Obligations as a result of satisfaction in full of the Guaranteed Obligations in accordance with their terms or the terms hereof). To the fullest extent permitted by law, the Guarantors hereby expressly waive any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Parties. The Guarantors waive promptness, diligence, notice of the acceptance of this Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Guaranteed Obligations and all other notices of any kind (except for notices to be provided to Baring pursuant to the Interim Investors Agreement or notices expressly provided pursuant to this Guarantee), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Baring or any other person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Interim Investors Agreement, and all suretyship defenses generally (other than defenses to the payment or satisfaction of the Guaranteed Obligations (x) that are available to Baring under the Interim Investors Agreement or hereunder, or (y) in respect of a breach by the Guaranteed Parties of this Guarantee, including, without limitation, any event, condition or circumstance that might be construed to constitute an equitable or legal discharge of the Guarantors’ obligations hereunder).

2.4 For the avoidance of doubt, nothing in this Guarantee shall restrict, impair or modify the right of Baring to assert any claims or defenses under the Interim Investors Agreement or any other agreement evidencing, securing or otherwise executed by Baring and the Guaranteed Parties in connection with any of the Guaranteed Obligations.

2.5 The Guarantors acknowledge that it will receive substantial direct and indirect benefits from the transactions contemplated by the Interim Investors Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. The Guarantors hereby covenant and agree that they shall not institute, and shall cause their respective Affiliates not to institute, any proceeding asserting that this Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to (a) the effects of insolvency, bankruptcy, fraudulent conveyance, reorganization, moratorium or other similar proceedings except as otherwise expressively provided herein and (b) general equitable principles (whether considered in a proceeding in equity or at law) except as otherwise expressively provided herein.

2.6 The Guarantors acknowledge that each Guaranteed Party entered into the Interim Investors Agreement in reliance on this Guarantee.

2.7 The Parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Guarantee were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Parties shall be entitled to an injunction, specific performance and other equitable relief against the Guarantors to prevent breaches of this Guarantee and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such order or injunction. The Guarantors further agree not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Parties have adequate remedies at law or (ii) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or equity.

2.8 The Guaranteed Parties hereby agree that except as otherwise expressively provided herein, to the extent Baring is relieved of all or any portion of its obligations under Sections 3.1, 4.1, 4.2 and 5 of the Interim Investors Agreement, the Guarantors shall be similarly relieved of their corresponding obligations under this Guarantee.

3. NATURE OF GUARANTEE.

The Guaranteed Parties shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Baring becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Parties to so file shall not affect the Guarantors’ obligations hereunder. Subject to the terms hereof, the Guarantors’ liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Interim Investors Agreement that may be agreed to by Baring. In the event that any payment to the Guaranteed Parties in respect of any Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantors shall remain liable hereunder with respect to such Guaranteed Obligations as if such payment had not been made. This Guarantee is an unconditional guarantee of payment and is not of collectability.

4. REPRESENTATIONS AND WARRANTIES.

Each Guarantor represents and warrants to the Guaranteed Parties as follows:

4.1 Status.

It is a limited partnership duly organized, established and validly existing under the laws of the jurisdiction stated in preamble 1 of this Guarantee and has all requisite power and authority to own, lease and operate its assets and to conduct the business which it conducts.

4.2 Due Authorization.

It has full power and authority to execute and deliver this Guarantee and the execution, delivery and performance of this Guarantee by the Guarantor has been duly authorized by all necessary action on behalf of the Guarantor.

4.3 Legal, Valid and Binding Obligation.

This Guarantee has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with the terms hereof, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).

4.4 No Contravention.

The execution, delivery and performance of this Guarantee do not contravene any law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets, including without limitation, the partnership agreement, operating agreement or similar organizational documents of the Guarantor.

4.5 Consents.

All consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Guarantee.

4.6 Financial Capacity.

The Guarantor is solvent and shall not be rendered insolvent as a result of its execution and delivery of this Guarantee or the performance of its obligations hereunder and has the financial capacity to pay and perform the Guaranteed Obligations under this Guarantee, and all funds necessary for the Guarantor to fulfill the Guaranteed Obligations under this Guarantee shall be available to the Guarantor for so long as this Guarantee shall remain in effect.

5. NOTICE.

All notices and other communications hereunder shall be in writing in the English language and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile or e-mail, or (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier. All notices hereunder shall be delivered to the address, facsimile number or electronic mail address of a Party as provided in Annex B, or to any other address, facsimile number or electronic mail address as a Party may hereafter specify for the purpose by notice to the other Parties hereto.

6. NO ASSIGNMENT.

Neither this Guarantee nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties hereto (whether by operation of law or otherwise) without the prior written consent of the other Parties. Any attempted assignment in violation of this Section 6 shall be void.

7. NO AMENDMENT.

Any provision of this Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed by each Party hereto.

8. NO WAIVER; CUMULATIVE RIGHTS.

No failure on the part of any Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Interim Investors Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by any Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Parties or allowed it by law or other contracts shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Parties at any time or from time to time subject to the terms and provisions hereof. The Guaranteed Parties shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Parties’ rights against Baring or any other person now or hereafter liable for any Guaranteed Obligations or otherwise interested in the transactions contemplated by the Interim Investors Agreement prior to proceeding against the Guarantors hereunder, and the failure by the Guaranteed Parties to pursue rights or remedies against Baring shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Parties.

9. CONTINUING GUARANTEE.

This Guarantee shall terminate (other than Sections 5 to 12 which shall survive the termination of this Guarantee) and be of no further force or effect, upon the earlier of (i) the performance, payment and satisfaction in full of all of the Guaranteed Obligations, and (ii) the date that is ninety (90) days following the date of the termination of the Interim Investors Agreement in accordance with its terms with respect to Baring, if the Guaranteed Parties have not presented a bona fide written claim for satisfaction or payment of any Guaranteed Obligations to the Guarantors by such date; provided that if the Guaranteed Parties have presented such a bona fide claim to the Guarantors by such date, this Guarantee shall terminate upon the date that such claim is finally satisfied or otherwise resolved by agreement of the Parties hereto or pursuant to Section 12 hereto.

10. ENTIRE AGREEMENT.

This Guarantee constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to its subject matter.

11. GOVERNING LAW.

This Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof.

12. DISPUTE RESOLUTION; JURISDICTION.

All Actions arising under the laws of the State of New York out of or relating to this Guarantee shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York, provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Each of the Parties agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the Parties hereby (a) submits to the exclusive jurisdiction of any of the above-named courts for the purpose of any Action arising under the Laws of the State of New York out of or relating to this Guarantee brought by any party hereto and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Guarantee and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Guarantee and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 12, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the Action in such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Guarantee, or the subject matter hereof, may not be enforced in or by such courts.

13. COUNTERPARTS.

This Guarantee may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or facsimile), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

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IN WITNESS WHEREOF, the undersigned have caused this Guarantee to be duly executed as of the day and year first above written.


GUARANTORS:

THE BARING ASIA PRIVATE EQUITY FUND II, L.P. 1

By: Baring Asia Fund II (GP) LP acting as its general partner

By: Baring Asia Fund Managers II Limited acting as its general partner

By: /s/ P. H. Touzeau Name: P. H. Touzeau Position: Director



By: /s/ Xxxxx XxXxxx Name: Xxxxx XxXxxx Position: Director



THE BARING ASIA PRIVATE EQUITY FUND II, L.P. 2

By: Baring Asia Fund II (GP) LP acting as its general partner By: Baring Asia Fund Managers II Limited acting as its general partner By: /s/ P. H. Touzeau Name: P. H. Touzeau Position: Director By: /s/ Xxxxx XxXxxx Name: Xxxxx XxXxxx Position: Director

[Signature Page to Baring Guarantee]

GUARANTEED PARTIES:

MR. XXXX XX

/s/ Xxxx Xx

MR. BENGUO TANG

/s/ Benguo Tang

XX. XXXXXXXX XXXX

/s/ Xxxxxxxx Xxxx

MS. SIYUAN DU

/s/ Siyuan Du

MR. QICAI DU

/s/ Qicai Du

[Signature Page to Baring Guarantee]


MSPEA EDUCATION HOLDING LIMITED

By: /s/ Samantha Xxxxxxxx Xxxxxx Name: Samantha Xxxxxxxx Xxxxxx Position: Sole Director

[Signature Page to Baring Guarantee]

ANNEX A

GUARANTEED PARTIES

Mr. Xxxx Xx

Mr. Benguo Tang

Xx. Xxxxxxxx Xxxx

Ms. Siyuan Du

Mr. Qicai Du

MSPEA Education Holding Limited

ANNEX B


Party		Address
The Baring Asia Private Equity Fund II, L.P. 1 The Baring Asia Private Equity Fund II, L.P. 2		Baring Asia Fund Managers II Limited 0 Xxxxx Xxxxx, Xxxxx Xxxxxx, Xx Xxxxx Xxxx, Xxxxxxxx XX0 0XX Attention: Xxxxx Xxxxxxx Facsimile: x00 (0) 0000 000000 E-mail: Xxxxx.Xxxxxxx@xxxx.xxx With a copy to each of (which alone shall not constitute notice): Baring Private Equity Asia Limited Suite 3801 Two International Finance Centre 0 Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx Xxxxxxxxx: Xxxxxxx Xxxxxx Facsimile: x000 0000 0000 E-mail: XxxxxxxXxxxxx@xxxxxxx.xxx Weil, Gotshal & Xxxxxx LLP 00/X Xxxxxxxxx Xxxxx 00 Xxxxxx Xxxx, Xxxxxxx Xxxx Xxxx Attention: Xxxxx Xxxxxx Facsimile: x000 0000 0000 E-mail: Xxxxx.Xxxxxx@xxxx.xxx

Mr. Xxxx Xx		Unit F, 33/F, NEO Tower A, Chegongmiao Futian District, Shenzhen, 518040 PRC Attention: Xxxx Xx Email: xxx@xxxxxxxxxxxxx.xxx Facsimile: x00-000-00000000

Mr. Benguo Tang		8/F, AB Tower, Tianjing Building Tian’an Che Gongmiao Industrial Area Futian District, Shenzhen, PRC Attention: Mr. Benguo Tang E-mail: xxxxxx@000.xxx Facsimile: x00 0000-00000000

Xx. Xxxxxxxx Xxxx		Unit F, 33/F, NEO Tower A Chegongmiao, Futian District Shenzhen, 518040 PRC Attention: Xx. Xxxxxxxx Xxxx E-mail: 00000000000@000.xx Facsimile: 00-000-00000000



Ms. Siyuan Du		5/F Wuyixinganxian, Building A #717 Wuyi Road Changsha City, Hunan Province, PRC Attention: Ms. Siyuan Du Email: xxxx00@xxxxxxx.xxx Facsimile: x00 0000-00000000

Mr. Xxxxx Xx		Xxxxx x, 0/X, Xxxxxxxx X, Xxxxxxx Xxxxxx Xxxxx of Shennan Road, Futian District Shenzhen, 518000 PRC Attention: Mr. Qicai Du Email: xxxxxxx@xxx.xxx.xxx Facsimile: + 86 0755-83020022

MSPEA Education Holding Limited		MSPEA Education Holding Limited 000 Xxxxx Xxxxxx, Xxxxxx Xxxx Xxxxx Xxxxxx, XX0-0000 Cayman Islands Attention: Samantha Xxxxxxxx Xxxxxx Email: xxxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx Facsimile Number: x0 000 000-0000 with a copy to each of (which alone shall not constitute notice): 40th Floor, International Xxxxxxxx Xxxxxx 0 Xxxxxx Xxxx Xxxx, Xxxxxxx Xxxx Xxxx SAR Attention: Xxxx Law Email: xxxx.xxx@xxxxxxxxxxxxx.xxx Facsimile: x000 0000-0000 Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 00/X, Xxxxx World Office 2 Xx. 0, Xxxx Xxx Xxx Xxx Xxxxxx Xxxxxxx 000000 Xxxxx Attention: Xxxxx X. Xxxxx / Xxxxxx Xxxxx Email: xxxxx.xxxxx@xxxxxxx.xxx / xxxxxx.xxxxx@xxxxxxx.xxx Facsimile: x00 00 0000 0000

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