ChinaEdu Corporation (NASDAQ:CEDU)

BEIJING, April 24, 2014 /PRNewswire/ -- ChinaEdu Corporation (NASDAQ: CEDU) (the "Company"), a leading online educational services provider in China, today announced the completion of the merger contemplated by the previously announced Agreement and Plan of Merger dated December 31, 2013 (the "Merger Agreement"), by and among the Company, ChinaEdu Holdings Limited ("Holdings") and ChinaEdu Merger Sub Limited ("Merger Sub"). As a result of the merger, the Company became a wholly owned subsidiary of Holdings.

Under the terms and conditions of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on April 18, 2014, each of the Company's ordinary shares, par value $0.01 per share (the "Shares") (including Shares represented by American depositary shares ("ADSs")) issued and outstanding immediately prior to the effective time of the merger has been cancelled in exchange for the right to receive $2.33 per Share or $7.00 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (a) all Shares owned immediately prior to the effective time of the merger by Shawn Ding, Moral Known Industrial Limited, Julia Huang, South Lead Technology Limited, GegengTana, Mei Yixin, Pan Zhixin, Ellen Huang, InterVision Technology Ltd., MLP Holdings Limited, New Value Technology Limited, Lingyuan Furong Investment Mgmt Co., Ltd., McGraw-Hill Global Education Intermediate Holdings, LLC, Weblearning Company Limited and Guo Young (the "Rollover Shareholders"), which were subject to a contribution agreement whereby such shareholders agreed to contribute such Shares (except, in the case of McGraw-Hill Global Education Intermediate Holdings, LLC, limited to 3,377,336 Shares held by it) (the "Rollover Shares") to Holdings, which contributed Rollover Shares, in accordance with the contribution agreement, were exchanged for the right to subscribe for the ordinary shares of Holdings, (b) Shares and ADSs beneficially owned immediately prior to the effective time of the merger by the Company as treasury shares, held in brokerage accounts in the Company's name, or issued to The Bank of New York Mellon ("BNY Mellon") and reserved for future grants under the Company's 2010 Equity Incentive Plan, and (c) Shares owned by shareholders who have validly exercised and perfected and not effectively withdrawn or lost their appraisal or other rights pursuant to Section 238 of the Cayman Companies Law, as amended. The Company did not receive any notice of objection from any shareholder prior to the time of the extraordinary general meeting.

Registered holders of Shares and ADSs entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates or the certificates evidencing their ADSs (as applicable), respectively, in exchange for the merger consideration and should wait to receive the letter of transmittal before surrendering their certificates. Payment of the merger consideration will be made to surrendering ADS holders as soon as practicable after BNY Mellon, the Company's ADS depositary, receives the merger consideration.

The Company also announced today that it requested that trading of its ADSs on NASDAQ to be suspended beginning on April 24, 2014. The Company requested that NASDAQ file a Form 25 with the Securities and Exchange Commission (the "SEC") notifying the SEC of the delisting of its ADSs on NASDAQ and the deregistration of the Company's registered securities. The Company intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing a Form 15 with the SEC. The Company's obligation to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

BEIJING, April 18, 2014 /PRNewswire/ -- ChinaEdu Corporation (NASDAQ: CEDU) (the "Company"), a leading online educational services provider in China, today announced that, at an extraordinary general meeting held today, the Company's shareholders voted in favor of the proposal to approve the previously announced Agreement and Plan of Merger dated December 31, 2013 (the "Merger Agreement"), by and among the Company, ChinaEdu Holdings Limited ("Holdings") and ChinaEdu Merger Sub Limited ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Holdings (the "Merger"). Of the Company's ordinary shares entitled to vote at the extraordinary general meeting, approximately 81.1% of such shares were voted in person or by proxy at today's meeting. The proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, received approval from (i) approximately 99.3% of the ordinary shares present and voting in person or by proxy as a single class at the extraordinary general meeting, and (ii) approximately 98.0% of the ordinary shares held by shareholders (excluding the shareholders who are members of the buyer consortium that will indirectly own 100% of the Company if the Merger is completed) present and voting in person or by proxy as a single class at the extraordinary general meeting.

The parties expect to complete the Merger as soon as practicable, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. If and when completed, the Merger would result in the Company becoming a privately held company and its American depositary shares, each representing three ordinary shares of the Company ("ADSs"), will no longer be listed on the NASDAQ Global Market and the American depositary shares program for the ADSs will terminate.

BEIJING, March 18, 2014 /PRNewswire/ -- ChinaEdu Corporation (NASDAQ: CEDU) (the "Company"), a leading online educational services provider in China, today announced that it filed a definitive proxy statement with the U.S. Securities and Exchange Commission ("SEC") in connection with an extraordinary general meeting of shareholders (the "EGM") to be held on April 18, 2014 to consider and vote on, among others, the proposal to authorize and approve the previously announced Agreement and Plan of Merger, dated December 31, 2013 (the "Merger Agreement"), among the Company, ChinaEdu Holdings Limited and ChinaEdu Merger Sub Limited ("Merger Sub") and the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Appendix I to the Merger Agreement (the "Plan of Merger") and the transactions contemplated thereby, including the Merger (as defined below).

Pursuant to the Merger Agreement and the Plan of Merger, Merger Sub will be merged with and into the Company (the "Merger") with the Company continuing as the surviving corporation. If completed, the Merger would result in the Company becoming a privately-held company and its American depositary shares (the "ADSs") would no longer be listed on NASDAQ and the American depositary shares program for the ADSs would be terminated. The Company's board of directors recommends that the shareholders and ADS holders vote FOR, among others, the proposal to approve the Merger Agreement, the Plan of Merger and the transactions completed thereby, including the Merger.

You are entitled to vote at the EGM if you own ordinary shares ("Shares") as of the close of business in the Cayman Islands on March 31, 2014, the Share record date. If you own Shares at the close of business in the Cayman Islands on the Share record date, the deadline for you to lodge your proxy card and vote is April 17, 2014 at 5:00 p.m. (Beijing time). If you own ADSs, you cannot attend or vote at the EGM directly, but you may instruct The Bank of New York Mellon ("BONY"), as the holder of the Shares underlying the ADSs, how to vote the Shares underlying your ADSs. BONY must receive such instructions no later than 5:00 p.m. (New York City time) on April 15, 2014 in order to vote the underlying Shares at the EGM. Alternatively, you may attend and vote directly at the EGM if you surrender your ADSs to BONY, pay the ADS cancellation fees required for such surrender, provide instructions for the registration of the corresponding Shares, and certify that you have not given, and will not give, voting instructions as to the ADSs before the close of business in New York City on March 26, 2014, and become a holder of Shares by the close of business in the Cayman Islands on March 31, 2014, the Share record date. In addition, if you hold your ADSs through a broker, bank or nominee, you must rely on the procedures of the financial intermediary through which you hold your ADSs if you wish to vote at the EGM.

BEIJING, March 14, 2014 /PRNewswire/ -- ChinaEdu Corporation (NASDAQ: CEDU) (the "Company"), a leading online educational services provider in China, today announced that it has called an extraordinary general meeting of shareholders (the "EGM"), to be held on April 18, 2014, at 2:00 p.m. (Beijing time), at 4th Floor-A, GeHua Building, QinglongHutong No 1, Dongcheng District, Beijing, China, to consider and vote on, among others, the proposal to authorize and approve the previously announced Agreement and Plan of Merger, dated December 31, 2013 (the "Merger Agreement"), among the Company, ChinaEdu Holdings Limited and ChinaEdu Merger Sub Limited ("Merger Sub") and the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Appendix I to the Merger Agreement (the "Plan of Merger") and the transactions contemplated thereby, including the Merger (as defined below).

Pursuant to the Merger Agreement and the Plan of Merger, Merger Sub will be merged with and into the Company (the "Merger") with the Company continuing as the surviving corporation. If completed, the Merger would result in the Company becoming a privately-held company and its American depositary shares (the "ADSs") would no longer be listed on NASDAQ and the American depositary shares program for the ADSs would be terminated. The Company's board of directors recommends that the shareholders and ADS holders vote FOR, among others, the proposal to approve the Merger Agreement, the Plan of Merger and the transactions completed thereby, including the Merger.

Shareholders of record at the close of business in the Cayman Islands on March 31, 2014 will be entitled to vote at the EGM and any adjourned or postponed meeting thereof. The record date for ADS holders entitled to instruct The Bank of New York Mellon, the ADS depositary, to vote the shares represented by the ADSs is the close of business in New York City on March 17, 2014.

BEIJING, Dec. 31, 2013 /PRNewswire/ -- ChinaEdu Corporation (NASDAQ: CEDU) (the "Company"), a leading online educational services provider in China, today announced that the Company has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with ChinaEdu Holdings Limited ("Holdings") and ChinaEdu Merger Sub Limited ("Merger Sub"), pursuant to which Holdings will acquire the Company for US$2.33 per ordinary share or US$7.00 per American Depositary Share ("ADS), each representing three (3) ordinary shares. This represents a 19.9% premium over the closing price of $5.84 per ADS as quoted by NASDAQ on June 19, 2013, the last trading day prior to the Company's announcement on June 20, 2013 that it had received a "going private" proposal, and a premium of approximately 22% to the volume weighted average price of the Company's ADSs for the last 180 trading days.

Third Quarter 2013 Financial Results

• Total net revenue was $23.0 million for the third quarter of 2013, exceeding the Company's guidance range for the quarter and representing a 13.6 percent increase from $20.2 million in the corresponding period of 2012.
• Adjusted net income attributable to ChinaEdu per diluted ADS[4] was $0.224, an increase of 90.3 percent from $0.118 in the corresponding period of 2012.

Julia Huang, executive chairman of ChinaEdu commented, "We are pleased with our financial performance in the third quarter of 2013, particularly our ability to increase gross margin to 61.9 percent. We continue to see healthy growth in our core online degree programs as well as our K-12 offerings. Following execution of technological upgrade plans laid out at the beginning of 2013, we have developed a trial version of our next generation technology platform and associated interactive and mobile learning applications. Once rolled out, these should enable us to penetrate the market further. At the same time, we continue to closely monitor and control costs across our businesses. As we look towards the close of 2013, we are confident in our full year results while we maintain a conservative outlook on the upcoming Fall enrollment."

Fourth Quarter 2013 Guidance

ChinaEdu management expects total net revenue in the fourth quarter of 2013 to range from RMB145 million to RMB150 million or$23.7 million to $24.5 million, representing a 7 to 10 percent increase from RMB136 million or $22.1 million recorded in the fourth quarter of 2012.

BEIJING, Oct. 17, 2013 /PRNewswire/ -- ChinaEdu Corporation (NASDAQ: CEDU) ("ChinaEdu" or the "Company"), a leading online educational services provider in China, today announced that on October 14th the Company conducted a search at the Beijing Administration of Industry and Commerce concerning Beijing Hongcheng Education Technology Limited, which is a variable interest entity ("VIE") of ChinaEdu, as part of the Company's regular review of its corporate structure. The search revealed that a 28% equity share of the VIE (the "Share") held by Xueshan Yang, who is a nominee shareholder of the Company, was frozen by Beijing's First Intermediate People's Court (the "Court") under a Notice to Assist in Enforcement (the "Notice"). It was held in the Notice that civil judgments regarding two loan contract disputes between the Beijing Xisi Branch of China Construction Bank Corporation and Xueshan Yang have taken effect, and pursuant to relevant regulations of Civil Procedural Law of the People's Republic of China, the Share held by Xueshan Yang was frozen and can not be pledged, sold, transferred, deregistered or changed in any manner betweenApril 25, 2013 and April 24, 2015. The Company contacted the Court and such fact was confirmed by the Court's judge who filed the notice with the Beijing Administration of Industry and Commerce.

Based on information obtained by the Company, the fact that the Share had been pledged to the Company before such Notice was filed and the fact that Xueshan Yang was a nominee shareholder who had entered into a series of contractual arrangements with the Company and provided any and all power of attorney and shareholder rights to the Company before the Notice, management does not believe the freezing of the above mentioned nominee shareholder's equity in the VIE will cause any material impact to the operations of the Company.

BEIJING, Sept. 18, 2013 /PRNewswire/ -- ChinaEdu Corporation ("CEDU") ("ChinaEdu" or the "Company"), a leading online educational services provider in China, today announced the adoption of a shareholder rights plan (the "Rights Plan").  The objectives of the Rights Plan are to ensure that all shareholders of the Company are treated equally and fairly in connection with any take-over bid for the Company.  The Rights Plan is intended to protect the Company and its shareholders from efforts to obtain control of the Company that are inconsistent with the best interests of the Company and its shareholders.

Under the Rights Plan, each shareholder, at the close of business on September 17, 2013, will receive a dividend distribution of one right for each ordinary share held.  Each right entitles shareholders to purchase one one-hundredth of a share of a new series of junior participating preferred stock in certain circumstances at a price of $20.00 per one one-hundredth of a share of the junior participating preferred stock.  The rights will become exercisable in the event that any person or group without prior approval of the Special Committee of the Board of Directors established on July 11, 2013 (the "Special Committee") so long as the Special Committee is in existence and, thereafter the Board of Directors, acquires 20% or more of the Company's ordinary shares or announces a tender offer which, if consummated, results in the ownership of 20% or more of the Company's ordinary shares (or in the event a person or group that currently holds 20% or more of the Company's ordinary shares acquires additional shares that would increase such person or group's beneficial ownership by 0.5% or more of the ordinary shares outstanding at the time).  If the rights become exercisable, all rights holders (other than the person triggering the rights) will be entitled to acquire the Company's ordinary shares at a 50% discount.  In addition, at any time after the applicable position is acquired and prior to the acquisition by any person or group of 50% or more of the Company's outstanding ordinary shares, the Company's Special Committee so long as the Special Committee is in existence and, there after the Board of Directors may, at its option, require each outstanding right (other than rights held by the acquiring person or group) to be exchanged for one ordinary share (or one ordinary share equivalent).  The Rights Plan will expire on September 17, 2014. 

The rights will trade with ChinaEdu's ordinary shares, unless and until they are separated upon the occurrence of certain future events.  The Special Committee so long as the Special committee is in existence and, thereafter the Board of Directors may redeem the rights prior to the time the rights are triggered. Further details of the Rights Plan will be contained in a Form 6-K to be filed with the Securities and Exchange Commission.

Second Quarter 2013 Financial Results

• Total net revenue was $22.9 million for the second quarter of 2013, exceeding the Company's guidance range for the quarter and representing a 21.9 percent increase from $18.7 million in the corresponding period of 2012. Excluding non-recurring revenue of $1.2 million, total net revenue increased by 16.1% to $21.7 million
• Adjusted net income attributable to ChinaEdu per diluted ADS[4] was $0.333, an increase of 183.3 percent from $0.118 in the corresponding period of 2012.

Julia Huang, executive chairman of ChinaEdu commented, "We are pleased with our financial performance in the second quarter of 2013. We ended the Spring Semester of our core online degree program with growth exceeding our expectation. Looking forward into the second half of 2013, we will continue to execute on plans laid out by our board of directors and management team at the beginning of the year and focus on continuously developing industry leading interactive technology while remaining vigilant in regard to cost control to ensure ongoing profitability. However, we maintain a conservative outlook on the upcoming Fall enrollment and remain committed to quality of students as well as programs."

Third Quarter 2013 Guidance

ChinaEdu management expects total net revenue in the third quarter of 2013 to range from RMB132 million to RMB137 million or $21.5 million to $22.3 million, representing a 6 percent to 10 percent increase from RMB124 million or $20.2 million compared to the corresponding period of 2012.

BEIJING, July 11, 2013 /PRNewswire/ -- ChinaEdu Corporation (NASDAQ: CEDU) ("ChinaEdu" or the "Company"), a leading online educational services provider in China, today announced that its board of directors has established a special committee (the "Special Committee") to consider the non-binding proposal letter, dated June 20, 2013, from Ms. Julia Huang, executive chairman of the board of directors of the Company and Mr.Shawn Ding, chief executive officer of the Company (collectively, the "Buyer Parties"), to acquire all of the outstanding ordinary shares of the Company not currently owned by the Buyer Parties and certain other shareholders of the Company who may join the Buyer Parties (the "Proposed Transaction").

The Special Committee is composed of the following independent directors of the Company: Samuel Yen, Min Fan and Tianwen Liu. Mr. Yen will be the chairperson of the Special Committee. The Special Committee has retained Ropes & Gray LLP as its legal counsel and Houlihan Lokey (China) Limited as an independent financial advisor to assist its evaluation of the Proposed Transaction and any potential alternative transactions. The board of directors cautions the Company's shareholders that no decisions have been made by the Special Committee with respect to the Company's response to the proposal and there can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.

First Quarter 2013 Financial Results

• Total net revenue for the first quarter of 2013 was $19.2 million, a 4.9 percent increase from $18.3 million in the corresponding period in 2012. Total net revenue was within the Company's guidance range for the quarter.
• Net income attributable to ChinaEdu was $1.9 million, an increase of 11.6 percent from $1.7 million in the corresponding period of 2012.
• Net income attributable to ChinaEdu per diluted ADS[3] was $0.144, an increase of 43.6 percent from $0.100 in the corresponding period of 2012.
• Adjusted net income attributable to ChinaEdu per diluted ADS[4] was $0.186, an increase of 43.2 percent from $0.130 in the corresponding period of 2012

Julia Huang, executive chairman of ChinaEdu commented, "We are pleased with the start of 2013. During the year, we will remain dedicated to technological innovation, continually increasing ways in which emerging technology can be applied to our teaching and learning methods. We will continue to focus investment on the areas of our business that provide steady returns and demonstrate consistent cost control with ever-improving efficiency in spending."

Second Quarter 2013 Guidance

ChinaEdu management expects total net revenue in the second quarter of 2013 to range from RMB124 million to RMB130 million or$20.0 million to $20.9 million, representing an 8 percent to 13 percent increase from RMB115 million or $18.1 million compared to the corresponding period in 2012.

BEIJING, June 20, 2013 /PRNewswire/ -- ChinaEdu Corporation ("CEDU") ("ChinaEdu" or the "Company"), a leading online educational services provider in China, today announced that its board of directors has received a preliminary, non-binding proposal letter dated June 20, 2013 from Julia Huang, executive chairman of the board of directors and Shawn Ding, CEO of the Company (collectively, the "Buyer Parties"), to acquire all of the outstanding ordinary shares of the Company not currently owned by the Buyer Parties and certain other shareholders of the Company who may join the Buyer Parties, including ordinary shares represented by the Company's American depositary shares, or "ADSs" (each representing three ordinary shares of the Company), at a proposed price of$2.33 in cash per ordinary share, or $7.00 in cash per ADS, subject to certain conditions.

According to the proposal letter, the acquisition is intended to be financed by debt and/or equity capital and the Buyer Parties have been in discussions with one or more financial institutions which have expressed interest in financing the proposed acquisition. Furthermore, the proposal letter specifies that the Buyer Parties' proposal constitutes only a preliminary indication of its interest, and is subject to negotiation and execution of definitive agreements relating to the proposed transaction. A copy of the proposal letter is attached hereto as Exhibit A.

The Company's board of directors intends to form a special committee of disinterested directors to consider the proposal and cautions the Company's shareholders and others considering trading in its securities that the board of directors has just received the proposal and has not made any decisions with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made by the Buyer Parties or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that this or any other transaction will be approved or consummated.

Second Quarter 2012 Results

• Total net revenue for the second quarter of 2012 was $18.1 million, a 4.5 percent increase from $17.3 million in the corresponding period in 2011.
• Net revenue from online degree programs was $14.5 million, an increase of 4.5 percent from $13.9 million in the corresponding period of 2011.
• Net income attributable to ChinaEdu was $1.5 million.
• Adjusted net income attributable to ChinaEdu(2) was $1.9 million.
• Adjusted net income attributable to ChinaEdu per basic and diluted ADS (non-GAAP) was $0.121 and $0.114, respectively, for the second quarter of 2012, compared to $0.077 and $0.072, respectively, in the corresponding period of 2011.
• Adjusted net income attributable to ChinaEdu per diluted ADS(4) was $0.114.

Julia Huang, executive chairman of ChinaEdu commented, "The plans we laid for the second quarter of 2012 were well executed and we encountered very few surprises during the quarter. Net revenue for online degree programs increased steadily over the corresponding period in 2011. This growth was complimented by equally steady growth in our non-degree programs, allowing the Company to meet the high end of our quarterly revenue guidance. We continue to leverage our competency in interactive learning to find scalability and persist in our push to be the market leader across our industry. As always, strict cost control measures allow us to build on our strong track record of ongoing profitability."

Third Quarter 2012 Guidance

ChinaEdu management expects total net revenue in the third quarter of 2012 to range from RMB119 million to RMB122 million or $18.7 million to $19.2 million, representing a five percent to seven percent increase compared to the corresponding period in 2011. This forecast reflects ChinaEdu's current and preliminary view, which is subject to change.

First Quarter 2012 Results

• Total net revenue for the first quarter of 2012 was $18.1 million, a 24.7 percent increase from $14.5 million in the corresponding period in 2011.
• Net revenue from online degree programs was $14.6 million, an increase of 28.3 percent from $11.4 million in the corresponding period of 2011.
• Net income attributable to ChinaEdu was $1.6 million. 
• Adjusted net income attributable to ChinaEdu[2] was $2.1 million. 
• Net income attributable to ChinaEdu per diluted ADS[3] was $0.098. 
• Adjusted net income attributable to ChinaEdu per diluted ADS[4] was $0.128. 
• Operating margin in the first quarter of 2012 was 19.6 percent. 
• The number of revenue students[5] in online degree programs during the Fall 2011 semester increased roughly 27.9 percent year-over-year to approximately 197,000 students.

Julia Huang, executive chairman commented, "We are pleased with our results in the first quarter of 2012 and are optimistic about the full year. As seen historically, over eighty percent of our net revenue results from student enrollments in our core online degree programs. We continue to focus our attention on our core business and are confident that with continued effort and innovation we will see further organic growth in student enrollments in these programs. We will continue to stay close to our online teaching expertise as we move through 2012 and beyond."

Mr. Simon Mei, chief financial officer commented, "With a strong top line, enhanced by significant increases in student enrollment in online degree programs, careful cost management allowed for an equally well enhanced bottom line in the first quarter of 2012. We have been cautious with headcount increases and marketing spending, even reducing headcount in certain non-essential areas where redundancies were found. Moving forward, we will continue to implement these cost control measures and manage our financial situation, allowing us to successfully navigate a developing industry."

Second Quarter 2012 Guidance

ChinaEdu management expects total net revenue in the second quarter of 2012 to range from RMB111 million to RMB113 million or $17.6 million to $17.8 million, representing a one percent to two percent increase compared to the corresponding period in 2011. This forecast reflects ChinaEdu's current and preliminary view, which is subject to change.

Fourth Quarter 2011 Highlights

• Total net revenue for the fourth quarter of 2011 was $19.2 million, a 19.4 percent increase from $16.0 millionin the corresponding period in 2010. Total net revenue exceeded Company guidance for the quarter.
• Net revenue from online degree programs was $15.4 million, an increase of 19.8 percent from $12.8 millionin the corresponding period of 2010.
• Net income attributable to ChinaEdu was $0.4 million.
• Adjusted net income attributable to ChinaEdu[2] was $0.8 million.
• Net income attributable to ChinaEdu per diluted ADS[3] was $0.022.
• Adjusted net income attributable to ChinaEdu per diluted ADS[4] was $0.049.
• The number of revenue students[5] in online degree programs during the Fall 2011 semester increased roughly 27.9 percent year-over-year to approximately 197,000 students.

Julia Huang, chairman of the board of directors of ChinaEdu commented, "We were pleased to see a healthy increase in our online degree enrollment as well as increases in revenue from other business lines in the fourth quarter. Our learning centers network expansion was on track and we also saw the results of our effort to drive increased monetization at each of our learning centers." She continued, "Last year was a year of reinvention in our non-online degree programs. While investment in those areas continued throughout the full fiscal year 2011, we are confident that after school tutoring and international curriculum programs will be important pieces of the Company's business in the years to come. We continue to focus on driving enrollment in our core online degree programs, while prudently expanding the other areas of our business."

Mr. Simon Mei, chief financial officer commented, "By enforcing tight cost control measures throughout 2011, we ended the fourth quarter with general and administrative expenses well under control. At the same time we saw strong revenue increases from our online degree programs as well as from other areas of our business. We will continue to control costs in 2012 and focus on further bolstering online degree program revenue. With a strong balance sheet and steady revenue growth from core business lines, we are well positioned to continue to ramp up operations in our online and offline tutoring programs, private schools and international curriculum programs."

Third Quarter 2011 Results

Second Quarter 2011 Results:

Since our initial public offering completed in December 2007, we have financed our operations primarily through cash flows from operations. As of December 31, 2010, we had RMB311.0 million ($47.1 million) in cash and bank deposit and no borrowings.

We have not encountered any difficulties meeting our cash obligations to date. Since we do not expect making additional significant capital expenditures through the end of 2011, we believe that our current cash and cash equivalents and anticipated future cash flows from operations, will be sufficient to meet our presently anticipated cash needs. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue.

To the Shareholders of ChinaEdu Corporation:

The close of 2010 marked our third anniversary as a publicly listed company and each year in business leaves our team even more excited to be in this market than we were the year before. As a management team, we are as committed to and enthusiastic about the long-term success of the company as we were when we established operations in 1999.

Three factors give us confidence in our ability to deliver the long-term results expected by our shareholders.

Spending Power -- When we incorporated in 1999, the average urban household income in China wasRMB1,532 per month. In 2010, it topped RMB4,618 per month. With larger disposable incomes, young families are looking for outlets to spend. While differing from the previous generations in terms of their affinity for spending, this generation carries over the pervasive Chinese convention of prioritizing spending on children foremost, particularly spending on education. Furthermore, spending on education is not limited to the private sector. In 2010, the Ministry of Education (MOE) began to grant special funding to provinces to help cover the costs of continuing education for teachers. Funding by the central government in 2010 amounted to RMB550 million and additional funding was provided by provincial and local governments. Private households and the education system itself are looking for programs like the ones offered by ChinaEdu to meet their education needs.

Infrastructure -- Development in technology infrastructure since we incorporated over ten years ago has been unprecedented. China now has close to a half billion internet users and is the world's second largest market for e-commerce. While our high-end programs target the offline market, our highly scalable web-based products are focused on the mass market. No longer restricted to the slow and faulty dial-up connections of the 1990s, today's internet users have access to Wifi and 3G across China.

Along with increasingly convenient access to the internet, delivery platforms have become more personal, portable and interactive. Particularly for children, teenagers and young adults, newly available smart phones and tablets allow a level of engagement that has never before been seen and our development teams constantly evaluate the market for emerging needs to guide our efforts to update and upgrade our web-based offerings.

Management

Our Chief Operating Officer, Shawn Ding, and I have always felt strongly that opportunities in this industry are plentiful, but can only be effectively leveraged by the best managers. A combination of academic credentials, creativity and actual experience rounds out our management team. We work closely with our managers to set performance goals and allow them to endeavor to make their business lines successful. We believe our multiple growing business lines, supported by a favorable economic environment and growing infrastructure, will define the value of the company and that the financial achievements thereof will drive our stock price.

I would also like to make a few comments on the performance of our business lines in 2010.

Online Degree Programs

Our online degree program continues to make steady progress in adding university partners. In 2010, we added partners that are licensed to offer online degree programs and have also added partners with approvals pending that will contribute to future revenue. Through our constant communications with the MOE, we are encouraged by feedback that online education is becoming more important from the government's perspective. Throughout the year, we have focused on improvements in technology, content and teaching quality. We believe these improvements, measures and controls will be key to continuing to grow the ChinaEdu brand.

Online Non-Degree Programs

We have also continued to grow as planned in online tutoring for K to12 students. In addition to growth driven by marketing and sales programs for existing products, we have also increased our investment in the team and product development. We are confident that these new products and initiatives will see even better performance in 2012 and 2013.

Offline Programs

We continued to see strong growth in our private schools, driven by increased enrollment and rising tuition. In the fourth quarter of 2010, revenue from private schools grew 17% over the previous quarter and 34% year-over-year. Great attention has been paid to teaching quality and promotion of the private schools' brand names. As reported during 2010, complementary offline tutoring programs have been established by leveraging the brand names and facilities of existing schools.

Towards the end of 2010, we created a new model for international programs that appears to be on a strong growth trajectory thus far. The new model and new team aims to meet the needs of Chinese high school students wishing to study abroad in the United States. Our international programs division plans to be the first mover of scale in this space in China.

Our elite programs address academics, extracurricular activities such as music, art and athletics as well as English language and social skill preparation for students in grades 1-9 who plan to study abroad in the future. In line with our full spectrum of educational offerings, I am confident that rising levels of disposable income combined with an overall desire for children to be prepared academically, linguistically and socially for global exposure will drive growth in our elite programs.

When I returned to China 1999, I had two goals. I wanted to create a company built on a scalable model that would be financially successful and I wanted to embark on a career that would change lives for the better. Years later, our company's mission is to change the fundamentals of learning in China from a teacher centric, classroom-based learning experience to one that facilitates interactive learning and engages students who are thereby able to experience the joys of learning. We care deeply about helping individuals reach their educational goals to maximize their potential.

While our online degree programs are growing and profitable, to realize the financial goals of our company, we must look beyond online degree programs. Investment in these types of new initiatives might cause short-term pressure on our margins in 2011, but we are confident that when these businesses begin to contribute revenues, we will see our margins return to or exceed previous levels. We are excited to be in the rapid-growing education market in China, with a strong reputation and established credibility.

Thank you for joining us on this mission.

Sincerely,

Julia Huang

Chief Executive Officer

BEIJING, June 13, 2011 /PRNewswire-Asia/ -- ChinaEdu Corporation (NASDAQ: CEDU) ("ChinaEdu" or the "Company"), a leading online education services provider in China, today announced that its board of directors has approved a share repurchase program.

Under the terms of the repurchase program, the Company is authorized, but not obligated, to repurchase up to US$10 million worth of its own American Depository Shares ("ADSs"). The repurchases may be made from time to time over a period of 24 months. The method, timing and amount of any repurchase will depend on market conditions, the trading price of the ADSs and other factors. Such repurchases will be subject to, and executed in compliance with, relevant rules under United States securities regulations. The share repurchase program may be suspended, modified or discontinued at any time. The share repurchase program will be funded with the Company's available working capital.

Julia Huang, ChinaEdu Corporation chairman and chief executive officer said, "The board and management team's decision to repurchase shares reflects our joint belief that current share price levels do not accurately reflect the fundamental strength of our business. We are confident that our management team will continue to leverage our core expertise in education and our nationally recognized brand name to develop new revenue streams, allowing the company access to the tremendous opportunities presented by the Chinese education market."

First Quarter Results:

• First quarter 2011 total net revenue grew 4.7 percent year-over-year to $14.0 million, in line with Company guidance.
• First quarter 2011 net revenue from online degree programs increased 4.6 percent year-over-year to $10.9 million.
• Operating margin in the first quarter of 2011 was 11.9 percent.
• Net income attributable to ChinaEdu per diluted ADS(2) in the first quarter of 2011 was $0.031.
• Adjusted net income attributable to ChinaEdu per diluted ADS(3) was $0.054 compared to $.092 in the first quarter of 2010.

The number of revenue students(4) in online degree programs during the 2010 fall semester increased 10 percent year-over-year from approximately 140,000 to approximately 154,000.(5)

Julia Huang, chairman and chief executive officer of ChinaEdu commented, "Our financial results for the first quarter are in line with our expectations and we are pleased with the progress we've made executing our growth strategy. During the first quarter, recognizing a growing market demand for more consumer-focused products and services, we launched a series of marketing campaigns that will expand throughout 2011 and are focused on enhancing brand awareness among students, institutions and parents. These marketing efforts have already started to impact engagement with our student-centric learning products in the first quarter. Traffic of users and teachers to our new web-based interactive tutoring question and answer service grew dramatically, reaching 17 million accumulated page views in the first quarter. In our off-line businesses in the first quarter, management focused on building and training targeted marketing and operational teams to complete the groundwork for our newly launched Elite and International programs. Efforts have begun to pay off as the market reaction to these programs has been very positive. With our degree programs contributing consistent revenue, we are well positioned to leverage our educational expertise and well-known brand name to access the tremendous opportunities presented by today's education market."

ChinaEdu expects total net revenue in the second quarter of 2011 to range from RMB100 million to RMB105 million or $15.3 million to $16.0 million. This forecast reflects ChinaEdu's current and preliminary view, which is subject to change.

Fourth Quarter Highlights:

Third Quarter 2010 Highlights

• Total net revenue grew by 12.6% to $15.1 million for the third quarter of 2010 from $13.4 million for the corresponding period in 2009, exceeding our guidance for the third quarter of 2010 of $14.3 million to $14.8 million.
• Net revenue from online degree programs increased by 12.7% to $12.0 millionfor the third quarter of 2010 from $10.7 millionfor the corresponding period in 2009.The number of revenue students in online degree programs during 2010 spring semester increased by approximately 6.8% to over 157,000 from approximately 147,000 for the corresponding period in 2009.
• Adjusted EBITDA increased by 24.5% to $5.0 millionin the third quarter of 2010 from $4.0 millionfor the corresponding period in 2009.
• Net income attributable to ChinaEdu increased by 60.6% to $1.8 millionin the third quarter of 2010 from $1.1 millionfor the corresponding period in 2009.
• Adjusted net income attributable to ChinaEdu increased by 46.9% to $2.2 millionin the third quarter of 2010 from $1.5 millionfor the corresponding period in 2009.
• Net income attributable to ChinaEdu per diluted ADS was $0.101for the third quarter of 2010, as compared to $0.061for the corresponding period in 2009.
• Adjusted net income attributable to ChinaEdu per diluted ADS was $0.125for the third quarter of 2010, as compared to $0.084for the corresponding period in 2009.

"Our third quarter performance continued on track." said Ms. Julia Huang, ChinaEdu's Chairman and Chief Executive Officer, "Similar to our second quarter results, online degree programs grew steadily in the third quarter as a result of healthy spring semester enrollment. While we continue to improve our margins, we are committing significant efforts in developing and expanding businesses in our learning centers, both online and offline after school tutoring, and international curriculum programs to drive future growth.  As we see increasing demand of learning and education contents from Internet and mobile users, we are also committed to further developing our education contents and improving user learning experience for our Internet and mobile applications."

Fourth Quarter 2010 Total Net Revenue Guidance

For the fourth quarter of 2010, ChinaEdu expects its total net revenue to be in the range of RMB99 million to RMB106 million or $14.8 million to $15.8 million. This forecast reflects ChinaEdu's current and preliminary view, which is subject to change.

Financial Results for the Second Quarter Ended June 30, 2010:

• Total net revenue for the second quarter of 2010 was $14.7 million, representing a 12.7% increase from $13.0 million for the corresponding period in 2009.
  
• Adjusted net income attributable to ChinaEdu (non-GAAP) increased by 22.1% to $2.2 million for the second quarter of 2010 from $1.8 millionin the corresponding period of 2009.
  
• Adjusted net income attributable to ChinaEdu per basic and diluted ADS (non-GAAP) were $0.136 and $0.125, respectively, for the second quarter of 2010, as compared to $0.111 and $0.103, respectively, for the corresponding period in 2009, which represented growth of 22.5% and 21.4%, respectively.

"As you can see from our second quarter results, we have continued to execute on our stated strategy," said Ms. Julia Huang, ChinaEdu's Chairman and Chief Executive Officer. "For our online degree programs, the second quarter wrapped up a healthy 2010 spring semester enrollment period. The technology service agreements and non-degree programs at our subsidiaries have also contributed to the growth in the quarter. We are committed to continuing our research and development efforts on the technology platform, Internet and mobile applications for both the online degree and non-degree programs. All our new initiatives, including interactive online learning community for K-12 students and adult learners, and online teachers training programs, have made significant operational progress. Overall, we believe our company is strongly positioned to capture the immense market potential in online education."

'We are pleased to report healthy enrollment and revenue growth for the 2009 spring semester,' said Ms. Julia Huang, ChinaEdu's Chairman and Chief Executive Officer. 'In the second quarter of 2009, we strived for strong revenue growth from our learning centers and continued to expand our learning center network. Although there was a decline in gross profit, operating income and net income in the second quarter of 2009 compared to the second quarter of 2008, the Company's margins for EBITDA, adjusted operating income and net income remained stable in the first half of 2009 relative to the first half of 2008, which we believe reflects improvements in the Company's operations given the expansion of the learning centers network and investments in other businesses.'

'We are pleased to report healthy growth for the first quarter of 2009, which reflects solid enrollment growth for the fall semester of 2008 compared to the fall semester of 2007. In the first quarter of 2009,we have continued to invest in the company's future,' said Ms. Julia Huang, ChinaEdu's Chairman and Chief Executive Officer. 'We continued to build out additional franchised learning centers and were focused on preparing for the spring semester enrollment for all of our learning centers. Progress for our 101 online tutoring program and Phase II construction for the Anqing School are both on track. We have also continued to invest in courseware development, technology upgrade and the learning platform for both online degree and non-degree programs, establishing a strong foundation for future growth. We strongly believe our current investments will contribute to the growth and success of our company.'  

Guidance Report:

 'We are pleased to report healthy revenue growth for the fourth quarter of 2008, completing the fiscal year of 2008 with 19.9% total net revenue growth. We also made a conscious effort to invest in our future growth,' said Ms. Julia Huang, ChinaEdu's Chairman and Chief Executive Officer. 'Although our fiscal year 2008 GAAP results were impacted by non-cash goodwill and intangibles impairment charges in our non-core business segments, we are pleased with our operational results for the year. Our online degree program services demonstrated significant enrollment growth. We successfully executed the build out of our learning center network from one operational learning center in 2007 to our current network of 47 learning centers. In addition, in the past year we continued to invest in courseware and technology development for our online degree programs, our online tutoring program as well as Anqing School in order to be well positioned for future growth. We believe our investment in the selected business areas will contribute to the future growth of our revenue. Looking ahead, we will continue to focus on the growth of our online education services through business development, improving operational efficiencies and improving our quality of services to university partners and students.'

First Quarter Fiscal 2009 Guidance Ending March

Source: PR Newswire (March 18, 2009)