Noah Education Holdings Ltd. American Depositary Shares Representing Ordinary Shares ($0.00005 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2007 • Noah Education Holdings Ltd. • Services-prepackaged software • New York
Noah Education Holdings Ltd., a company established in the Cayman Islands (the “Company”), and Baring Asia II Holdings (22) Limited, a company established in the British Virgin Islands (“BVI”), (the “Selling Shareholder”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of American Depositary Shares (“ADSs”) of the Company, each representing one ordinary share, par value $0.00005 per share (each an “Ordinary Share”), of which ADSs will be sold by the Company and ADSs will be sold by the Selling Shareholder (together, the “Firm ADSs”). The respective amounts of the Firm ADSs to be so purchased from the Company and the Selling Shareholder by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company and the Selling Shareholder are sometimes referred to herein collectively as the “Sellers.” The Company also proposes to sell at the Unde
