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- F-1 Registration statement (foreign)
- 3.1 Memorandum and Articles of Association of the Registrant
- 3.2 Form of Amended and Restated Memorandum and Articles of Association
- 4.2 Registrant's Specimen Certificate for Ordinary Shares
- 4.3 Form of Deposit Agreement
- 4.4 Share Subscription Agreement, Dated June 30, 2004
- 4.5 Share Purchase Agreement, Dated March 7, 2007
- 4.6 Share Purchase Agreement, Dated April 10, 2007
- 4.7 Amended and Restated Shareholders Agreement, Dated As of March 16, 2007
- 5.1 Form of Opinion of Maples and Calder Regarding the Validity
- 8.1 Form of Opinion of Latham & Watkins LLP Regarding Certain U.S. Tax Matters
- 10.1 English Translation of Agreement for Trust and Other Relevant Arrangement
- 10.2 2007 Share Incentive Plan
- 10.3 Form of Indemnification Agreement with the Registrant's Directors
- 10.4 Form of Employment Agreement with Executive Officers
- 10.5 English Translation of Software Development and Maintenance Agreement
- 10.6 Exclusive Technology Supporting and Consulting Service Agreement
- 10.7 Content Providing Agreement, Dated June 8, 2007
- 10.8 Equity Pledge Agreement, Dated June 8, 2007
- 10.9 Option Agreement, Dated June 8, 2007
- 10.10 Loan Agreement, Dated June 8, 2007
- 10.11 Power of Attorney, Dated June 8, 2007
- 10.12 Power of Attorney, Dated June 8, 2007
- 10.13 Asset Purchase Agreement, Dated June 30, 2004
- 21.1 Subsidiaries of the Registrant
- 23.1 Consent of Deloitte Touche Tohmatsu
- 23.4 Consent of Zhong Lun Law Firm
- 23.5 Consent of Greater China Appraisal Limited
- 99.1 Code of Business Conduct and Ethics of the Registrant
Exhibit 23.4
September 24, 2007
Noah Education Holdings Ltd.
10th Floor B Building
Futian Tian’an Hi-Tech Venture Park
Futian District, Shenzhen
Guangdong Province
People’s Republic of China
Ladies and Gentlemen:
We hereby consent to the use of our name under the captions “Risk Factors,” “Enforceability of Civil Liabilities,” “Corporate Structure,” “Regulation” and “Legal Matters” in the prospectus contained in the registration statement on Form F-1 (the “Registration Statement”), originally filed by Noah Education Holdings Ltd. on September 24, 2007, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the filing of this consent as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the regulations promulgated thereunder.
Sincerely yours, |
/s/ Su Min |
Su Min (Partner) |
Zhong Lun Law Firm |