Global Education (NASDAQ:GEDU)

BEIJING, Dec. 21, 2011 (GLOBE NEWSWIRE) -- Global Education & Technology Group Limited (Nasdaq:GEDU) ("GEDU", or the "Company"), the largest test preparation provider for the International English Language Testing System ("IELTS") and a leading provider of educational courses and related services in the People's Republic of China ("China"), today announced the completion of the merger contemplated by the previously announced agreement and plan of merger, dated as of November 19, 2011, by and among the Company, Pearson plc ("Pearson"), a public limited company organized under the laws of England and Wales, and Pearson's wholly owned indirect subsidiary, Genius Merger Sub ("Merger Sub"). As a result of the acquisition, the Company became an indirect wholly owned subsidiary of Pearson.

Under the terms of the agreement and plan of merger, which was adopted by the Company's shareholders at an extraordinary general meeting held on December 19, 2011, each outstanding ordinary share of the Company (other than shares owned by Parent or Merger Sub or by the Company as treasury shares (if any), or shares as to which shareholders have validly exercised and have not effectively withdrawn or lost their appraisal rights under Section 238 of the Cayman Companies Law) has been cancelled in exchange for the right to receive US$2.7515 in cash without interest and each American Depositary Share, or ADS (each of which represents four ordinary shares) (other than ADSs held by Parent or Merger Sub or by the Company as treasury shares (if any)), has been cancelled in exchange for the right to receive US$11.006 in cash per ADS without interest.

Shareholders of record as of the effective time of the merger will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration. Shareholders should wait to receive the letter of transmittal before surrendering their share certificates. As soon as practicable after the date of this announcement, JPMorgan Chase Bank, N.A., the Company's ADS depositary, will call for the surrender of all ADSs for delivery of the merger consideration. Upon the surrender of ADSs, the ADS depositary will pay to the surrendering person $11.006 per ADS in cash without interest.

The Company also announced today that it requested that trading of its ADSs on the NASDAQ Global Select Market ("NASDAQ") be suspended. The Company requested NASDAQ to file Form 25 with the SEC notifying the SEC of the delisting of the 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 obligations 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, Dec. 20, 2011 (GLOBE NEWSWIRE) -- Global Education & Technology Group Ltd. (Nasdaq:GEDU) ("Global Education" or the "Company"), the largest test preparation provider for the International English Language Testing System ("IELTS") and a leading provider of educational courses and related services in China, today announced that, at the extraordinary general meeting of Global Education shareholders (the "EGM") on December 19, 2011, shareholders voted overwhelmingly in favor of the previously announced merger with Pearson plc ("Pearson") and Genius Merger Sub ("Merger Sub") pursuant to the Agreement and Plan of Merger dated November 19, 2011 (the "Merger Agreement") by and among the Company, Pearson and Merger Sub. Approximately 90% of the Company's total outstanding ordinary shares voted in person or by proxy at the EGM to approve the merger and approve and adopt the Merger Agreement.

Following the approval by its shareholders, the Company is working diligently with Pearson to satisfy all other conditions precedent to the merger set forth in the Merger Agreement and complete the merger as quickly as possible.

An extraordinary general meeting of Global Education shareholders (the "EGM") to consider and vote upon the proposal to approve and adopt the merger agreement between Global Education and Pearson will be held on Monday, December 19, 2011 at 10:30 a.m. local time at the Company's principal executive offices at 9F Tower D, Beijing New Logo, A18 Zhongguancun South Street, Haidian District, Beijing, People's Republic of China. Global Education shareholders of record as of the close of business on December 9, 2011 will be entitled to vote at the EGM.

Holders of ADSs as of December 2, 2011, the ADS record date, may instruct JP Morgan Chase Bank, N.A. (the ''ADS depositary'') how to vote the ordinary shares underlying their ADSs. ADS holders cannot vote at the EGM directly, however. The ADS depositary must receive voting instructions no later than 10:30 a.m. New York City time on December 16, 2011 in order to vote the ordinary shares underlying ADSs at the EGM.

Global Education and Pearson entered into a definitive merger agreement on November 19 under which Pearson would acquire Global Education for $2.7515 per ordinary share (or $11.006 per ADS, each representing four ordinary shares) in cash.

The Company's Board of Directors ("the Board") has approved the merger agreement and recommends that the Company's shareholders vote FOR the approval of the merger and the approval and adoption of the merger agreement and the other transactions contemplated thereby. The Board also recommends that the Company's shareholders vote FOR the proposal to adjourn the EGM in order to allow the Company to solicit additional proxies in favor of the approval of the merger and the approval and adoption of the merger agreement in the event that there are insufficient proxies received to pass the special resolution during the EGM.

If the merger is completed, the Company will continue its operations as a privately held company and will be beneficially owned by Pearson, and as the result of the merger, the ADSs will no longer be listed on the NASDAQ Global Select Market.

Third Quarter 2011 Results

• Total net revenues increased 26.3% year-over-year to RMB161.4 million ($25.3 million¹) from RMB127.8 million in the third quarter of 2010.
   
• Net income, including share-based compensation and fair value change in contingent consideration payable attributable to Global Education, increased 25.4% to RMB43.0 million ($6.7 million), from RMB34.3 million in the third quarter of 2010.
   
• Non-GAAP net income, excluding share-based compensation and fair value change in contingent consideration payable attributable to Global Education, increased 21.2% year-over-year to RMB43.4 million ($6.8 million) from RMB35.8 million in the third quarter of 2010.
   
• Global Education added total gross course enrollments of 268,619 students in the third quarter of 2011, compared to 217,995 in the third quarter of 2010.
   
• Total number of learning centers increased to 442, covering 146 cities as of September 30, 2011, up from 414 learning centers as of June 30, 2011.
   
• Total number of directly-owned-and-operated learning centers increased to 115 as of September 30, 2011, including 74 learning centers specializing in IELTS and other language test preparation and 41 learning centers designated for kids related educational services, which includes Kids English, Kids Science and after-school tutoring.

Mr. David Yongqi Zhang, founder and chief executive officer of Global Education, commented, "We are pleased to report strong revenue and net income growth during the third quarter of 2011, driven by our IELTS test preparation and summer camp businesses. Our enclosed campus also delivered strong performance in the past quarter. We believe the success of this school model, along with our higher-priced personalized course offering, provides valuable experience for enhancing school revenues in first-tier cities. During the traditional peak season which falls with the third quarter, total course enrollments increased 23.2% year-over-year. We attribute such growth to our extensive school network, recognized brand, high-quality teacher resources, continuous innovation, as well as our increased investment in advertising and marketing."

Mr. Zhang continued, "In the third quarter, we exceeded our full-year expansion plan for Kids Science and after-school tutoring programs by adding another five learning centers, reaching a total number of 41 learning centers. We are excited about the encouraging growth trend shown in the past nine months and plan to keep investing in this business line for sustainable long-term growth."

Ms. Rita Liu, Chief Financial Officer of Global Education, stated, "We are very excited about business developments and opportunities already mentioned by David. Increased spending on SG&A as part of the required investment for expansion of our school network has put the company's operating margin under some pressure. Through such expansion the company is building valuable assets and economies of scale that we believe can be leveraged in the future for enhanced profitability."

BEIJING, Nov. 21, 2011 (GLOBE NEWSWIRE) -- Global Education & Technology Group Limited (Nasdaq:GEDU) ("GEDU", or the "Company"), a leading provider of educational courses and test preparation services in the People's Republic of China (the "PRC") for students who are working towards internationally-recognized English language assessments, today announced that it has entered into a definitive agreement and plan of merger with Pearson plc ("Pearson"), a global media and education company headquartered in London, United Kingdom, and a wholly owned indirect subsidiary of Pearson, pursuant to which Pearson would acquire all of the outstanding shares of the Company for a total value of approximately $294 million.

The Company's Board of Directors has approved the merger agreement with Pearson and recommends that the Company's shareholders vote to adopt the merger agreement. Under the terms of the merger agreement, each ordinary share of the Company (including shares represented by American Depositary Shares ("ADSs"), each of which represents four ordinary shares) issued and outstanding immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive $2.7515 per ordinary share (or $11.006 per ADS) in cash without interest, except for the ordinary shares held by the Company as treasury shares which will be cancelled without receiving any consideration. The offer represents a 105% premium over the closing price as quoted by Bloomberg L.P. on November 18, 2011 and a 214% premium over the 30-day average price as quoted by Bloomberg L.P. on November 18, 2011, the last trading day prior to this announcement.

BEIJING, Sept. 28, 2011 (GLOBE NEWSWIRE) -- Global Education & Technology Group Limited (Nasdaq:GEDU) ("Global Education" or the "Company"), the largest test preparation provider for the International English Language Testing System ("IELTS") and a leading provider of educational courses and related services in China, today announced the appointment of Ms. Rita Zheng Liu as chief financial officer, effective October 10, 2011.

Mr. David Yongqi Zhang, chief executive officer of Global Education, commented, "We are pleased to have Ms. Liu join our management team as CFO. We believe her solid background in corporate finance and management as well as her in-depth experience at a NASDAQ-listed company will be a great asset to Global Education. We look forward to her contributions to the Company."

Second Quarter 2011 Financial Highlights

• Total net revenues increased 25.6% year-over-year to RMB88.9 million ($13.8 million¹) from RMB70.8 million in the second quarter of 2010.
• Net income, including share-based compensation and fair value change in contingent consideration payable attributable to Global Education, increased 35.4% to RMB11.1 million ($1.7 million), from RMB8.2 million in the second quarter of 2010.
• Non-GAAP operating income, excluding share-based compensation of RMB1.8 million ($0.3 million) versus RMB1.1 million for the second quarter 2010, decreased 74.1% year-over-year to RMB2.8 million ($0.4 million) from RMB10.8 million in the second quarter of 2010. GAAP operating income (including share-based compensation) decreased 89.7% year-over-year to RMB1.0 million ($0.2 million) from RMB9.7 million in the second quarter of 2010. In the quarter, we continue to expand our learning center network and marketing tied to our new, high potential business lines of Kids Science and after-school tutoring by adding 6 new learning centers. As of June 30, 2011, we had 36 learning centers in 9 cities covering the kids area.
• Non-GAAP net income, excluding share-based compensation and fair value change in contingent consideration payable attributable to Global Education, decreased 17.4% year-over-year to RMB10.9 million ($1.7 million) from RMB13.2 million in the second quarter of 2010.
• Non-GAAP EPS was $0.06 vs $0.11 
• Total course enrollments increased 7.3% year-over-year to 263,043, compared to 245,164 in the second quarter of 2010.
• Total number of learning centers increased to 414, covering 130 cities as of June 30, 2011, up from 379 as of March 31, 2011.
• Total number of directly-owned-and-operated learning centers increased by 10 to 105 as of June 30, 2011, from 95 as of March 31, 2011. Of these 105 directly-owned-and-operated learning centers, 69 specialize in IELTS and other language test preparation and 36 are designated for kids related educational services, which includes Kids English, Kids Science and after-school tutoring.

Six months ended June 30, 2011 Financial Highlights

• Total net revenues increased 24.8% year-over-year to RMB165.7 million ($25.6 million¹) from RMB132.8 million in the six months ended June 30, 2010.
• Net income, including share-based compensation and fair value change in contingent consideration payable attributable to Global Education, increased 52.7% to RMB22.9 million ($3.5 million), from RMB15.0 million in the six months ended June 30, 2010.
• Non-GAAP operating income, excluding share-based compensation of RMB3.8 million ($0.6 million) versus RMB2.2 million for the six months ended June 30, 2010, decreased 69.1% year-over-year to RMB6.4 million ($1.0 million) from RMB20.7 million in the six months ended June 30, 2010. GAAP operating income (including share-based compensation) decreased 85.9% year-over-year to RMB2.6 million ($0.4 million) from RMB18.5 million in the six months ended June 30, 2010. In the first half of fiscal year 2011, we continue to expand our learning center network and marketing, especially our new, high potential business lines of Kids Science and after-school tutoring. In the six months ended June 30, 2011, we have added 23 new learning centers, 6 of which related to our test preparation business and 17 new learning centers relating to Kids Science and after-school tutoring.
• Non-GAAP net income, excluding share-based compensation and fair value change in contingent consideration payable attributable to Global Education, decreased 19.4% year-over-year to RMB17.0 million ($2.6 million) from RMB21.1 million in the six months ended June 30, 2010.

Mr. David Yongqi Zhang, Founder and Chief Executive Officer of Global Education, commented, "During the second quarter of 2011, our IELTS revenue maintained positive growth. IELTS enrollments grew more slowly than expected compared to the historical trend in the same quarter as more Chinese students chose to study in the US this year comparing with last year and took TOEFL tests. Fortunately, because of our strong teacher resources and brand power, our higher-priced personalized VIP and small-class courses have been developing rapidly. In the second quarter, we added another six learning centers for Kids Science and after-school tutoring and expect to be able to complete the full year expansion plan of having 40 learning centers for those two programs by the end of the third quarter. We plan to enhance revenues in the Kids Science and after-school tutoring through increased advertising in the cities where these programs are being offered and adding street-level marketing activities in commercial districts in the second half of 2011."

Mr. Zhang continued, "I believe fiscal year 2011 represents a period for additional investment for our sustainable long-term growth. During this time of expansion, our operating margin will be under some pressure. As we optimize the Company's human resource capacity and train new teachers for a more cost-efficient mix of personnel, we expect to improve operating margins in the next two years. Going forward, we will continue to strengthen our competitiveness in IELTS preparation, further expand VIP and small-class learning centers, and enter new cities through directly opening new learning centers and acquisition of franchised centers, in order to drive revenue growth from IELTS test preparation services."

Ms. Hannah Lee, Vice President and Chief Financial Officer of Global Education, stated, "Considering the challenges we faced with IELTS enrollment as mentioned by David, we are pleased with the 25.6% year-over-year revenue growth in the second quarter. We are also encouraged by the early results of our diversified growth strategy during a usually slow second quarter. Sales and marketing expense and general and administrative expense increased during the period as we continued to expand our learning center network and invested in marketing and promotional activities for our kids sub-brands ahead of the historical peak season in the third quarter."

Financial Outlook for Third Quarter of 2011

The Company estimates that its net revenues for the third quarter of 2011 will be in the range of RMB154 million ($23.8 million) to RMB158 million ($24.4 million), an increase of approximately 20.5% to 23.7% over the same quarter in the previous year.

BEIJING, Aug. 24, 2011 (GLOBE NEWSWIRE) -- Global Education & Technology Group Limited (Nasdaq:GEDU) ("Global Education" or the "Company"), the largest test preparation provider for the International English Language Testing System ("IELTS") and a leading provider of educational courses and related services in China, today announced that Hannah Lee, its Vice President and Chief Financial Officer, is resigning from her positions at the Company for personal reasons, effective September 15, 2011.

We adopted a share repurchase program which became effective on May 26, 2011. According to the approved program, we are authorized to repurchase, in one or more transactions, up to $10 million worth of our issued and outstanding ADSs traded on the Nasdaq Global Select Market. The repurchases will be made at prevailing market prices, in negotiated transactions off the market, in block trades, pursuant to a 10b5-1 plan, which allows us to repurchase our ADSs during periods in which we may be in possession of material non-public information, or otherwise. The purchases will be made subject to restrictions relating to volume, price and timing. We expect to implement this share repurchase program for a period of six months starting from the effective date. We do not expect any share repurchases carried out under the share repurchase program to have a material impact on our liquidity or capital resources.

First Quarter Results:

• Total net revenues increased 23.9% year-over-year to RMB76.8 million ($11.7 million) from RMB62.0 million in the first quarter of 2010.
• Non-GAAP net income, excluding share-based compensation and fair value change in contingent consideration payable attributable to Global Education, decreased 22.8% year-over-year to RMB6.1 million ($0.9 million) from RMB7.9 million in the first quarter of 2010.

Mr. David Yongqi Zhang, Founder and Chief Executive Officer of Global Education, commented, "The first half of 2011 marked a period of significant investment for future growth. During the first quarter of 2011, we achieved stable revenue and IELTS enrollment growth.  In this quarter, we invested in new business lines as we believe that rapid expansion into new business areas will present more revenue opportunities and that our new offerings such as Kids Science and after school tutoring will build a solid base for sustainable long-term growth. Although the diversification brings pressure to our operating margin in the near-term, with Global Education's strong national brand, superior service, and experienced team, we believe we are well-positioned to succeed. We are confident that the Company and its shareholders will gain over the long-term from this national diversified expansion strategy."

• Excluding share-based compensation expenses and fair value change in contingent consideration payable attributable to Global Education, for the first quarter of 2011 were both RMB0.24 ($0.04).
• The Company estimates that its net revenues for the second quarter of 2011 will be in the range of RMB88 million ($13.4 million) to RMB93 million ($14.2 million), an increase of approximately 24.3% to 31.3% over the same quarter in the previous year.

We plan to fund our future liquidity requirements from cash provided by operating activities. We currently anticipate that we will be able to meet our needs to fund our operations beyond the next twelve months with operating cash flow and existing cash balances.

Fourth Quarter 2010 Financial Summary

• Total net revenues increased 43.6% year-over-year to RMB85.0 million ($12.9 million¹) from RMB59.2 million in the fourth quarter of 2009.
• Non-GAAP operating income, excluding share-based compensation of RMB4.6 million ($0.7 million), increased 10.2% year-over-year to RMB9.7 million ($1.5 million) from RMB8.8 million in the fourth quarter of 2009. GAAP operating income (including share-based compensation) decreased 38.6% year-over-year to RMB5.1 million ($0.8 million) from RMB8.3 million in the fourth quarter of 2009.
• Non-GAAP net income, excluding share-based compensation and fair value change in contingent consideration payable attributable to Global Education, increased 36.8% year-over-year to RMB11.9 million ($1.8 million) from RMB8.7 million in the fourth quarter of 2009. GAAP net income, including share-based compensation and fair value change in contingent consideration payable attributable to Global Education, decreased 9.8% year-over-year to RMB7.4 million ($1.1 million) from RMB8.2 million in the fourth quarter of 2009.
• Non-GAAP EPS was $0.07vs. $0.00.
• Total course enrollments increased 40.2% year-over-year to 133,129.
• Total number of learning centers increased to 351, covering 119 cities as of December 31, 2010, up from 317 as of September 30, 2010.
• Total number of directly-owned-and-operated learning centers increased by five to 82 as of December 31, 2010 from September 30, 2010.

Fiscal Year 2010 Financial Summary

• Total net revenues increased 40.4% year-over-year to RMB345.6 million ($52.4 million) from RMB246.2 million in fiscal year 2009.
• Non-GAAP operating income, excluding share-based compensation, increased 31.7% year-over-year to RMB68.6 million ($10.4 million) from RMB52.1 million in fiscal year 2009. Operating income increased 18.9% year-over-year to RMB60.3 million ($9.1 million) from RMB50.7 million in fiscal year 2009.
• Non-GAAP net income, excluding share-based compensation and fair value change in contingent consideration payable attributable to Global Education, increased 20.7% year-over-year to RMB68.8 million ($10.4 million) from RMB57.0 million in the fiscal year 2009. GAAP net income increased 1.8% year-over-year to RMB56.6 million ($8.6 million) from RMB55.6 million in fiscal year 2009.
• Non-GAAP EPS was $0.52 vs. $0.19.
• Total course enrollments for the year of 2010 were 770,669, representing a 20.4% increase compared to 640,243 for the year of 2009.
• Total number of learning centers increased to 351, covering 119 cities as of December 31, 2010, up from 241 as of December 31, 2009.

Mr. David Yongqi Zhang, Founder and Chief Executive Officer of Global Education, commented, "In the fourth quarter of 2010, we achieved rapid revenue growth, continued with our nationwide construction of new learning centers, and broadened our pre-school education offerings. More and more students and parents rank studying abroad as their highest aspiration, and boosted by the appreciation of the RMB, there was a substantial increase in the number of applicants to study in the UK and US. The year 2011 opens a new decade for Global Education, as we march towards "1,000 Learning Centers in 10 Years", with a focus on early education, after-school tutoring, primary and secondary schools training, test preparation related training and vocational education, for all ages between four and forty."

Ms. Hannah Lee, Vice President & Chief Financial Officer of Global Education, stated, "We are pleased with the strong 43.6% year-over-year revenue growth in the fourth quarter, which exceeded our previously stated guidance.  During the quarter, we continued to add new learning centers in kids science and after-school tutoring in both Beijing and Shanghai.  In 2011, we will continue to execute our multi-pronged expansion plan by further penetrating the test preparation segment and by rapidly expanding in the kids-related training segment. "

Financial Outlook for First Quarter of 2011

The Company estimates that its net revenues for the first quarter of 2011 will be in the range of RMB71.0 million ($10.8 million) to RMB76.0 million ($11.5 million), an increase of approximately 14.5% to 22.5% over the same quarter in the previous year.

This forecast reflects the Company's current and preliminary view, which is subject to change.

"As we look at our overall performance in 2011, our focus on further penetrating the test preparation segment remains a high priority. We are also focused on rolling out new learning centers in kids science and after-school tutoring at an accelerated rate, particularly in the first half of the year. While this effort will likely result in higher operating expenses compared to our historic average in the coming quarters, we believe these areas of learning will be strong contributors to overall revenue and profit growth in the ensuing years to come," concluded Mr. Zhang, founder and Chief Executive Officer.

GEDU released 2010 3rd quarter results.  Here are the highlights:

• Total net revenues increased 47.2% year-over-year to RMB127.8 million ($19.1 million¹) from RMB86.8 million in the third quarter of 2009.
• Operating income increased 35.4% year-over-year to RMB36.7 million ($5.5 million) from RMB27.1 million in the third quarter of 2009.
• Net income increased 25.6% year-over-year to RMB34.3 million ($5.1 million) from RMB27.3 million in the third quarter of 2009.
• Test preparation course enrollments increased 41.2% year-over-year to 51,907.
• Total number of learning centers increased to 317, covering 109 cities as of September 30, 2010, up from 292 as of June 30, 2010.
• Total number of directly-owned-and-operated learning centers increased by 11 to 77 as of September 30, 2010 from the end of the previous quarter.

Financial Outlook for Fourth Quarter of 2010

The Company estimates that its net revenues for the fourth quarter of 2010 will be in the range of RMB75.0 million ($11.2 million) to RMB78.0 million ($11.7 million), an increase of approximately 26.6% to 35.1% over the previous year.

Other financial and outlook-related comments:

Mr. David Yongqi Zhang, Founder and Chief Executive Officer of Global Education, commented, "We are very pleased with our third quarter financial results, which marks our first quarter reporting as a publicly traded company. Our rapid growth in revenue and strong operating cash flows demonstrate the advantages of our business model and our unique competitive position. Driven by our expanding network of learning centers, excellent brand, and superior content and services, we are gaining additional market share from smaller competitors. Looking ahead, I'm more excited than ever with the strong and growing demand for our core services. Chinese parents and students alike continue to greatly value the overseas educational experience. With their rapidly growing disposable incomes, Chinese continue to invest heavily in their children's ability to excel and compete in an increasingly global marketplace. In light of these robust long-term trends, we are confident of executing on our growth strategies, which include further increasing enrollments and profitability, growing our learning center network, broadening our service offerings and expanding our online learning business."

Ms. Hannah Lee, Vice President & Chief Financial Officer of Global Education, stated, "With the additional cash from our recent IPO which was completed after the end of the third quarter, we are excited by the increased flexibility that our current financial position allows. As demonstrated by our strong third quarter financial performance with net revenues increasing by 47.2% year-over-year and test preparation enrollments growing by 41.2% compared to the same quarter of 2009, our business model not only can scale rapidly but can also generate strong profitability and cash flows. Given the strong demand for our education services and our multi-pronged expansion plans, we believe our platform is poised to drive sustainable growth in sales and profits for the foreseeable future."

Global Education & Technology Group Limited plans Initial Public Offering.

Company Snapshot:

Provider of educational courses and related services in China

Industry Snapshot:

• Demand for English language training is growing rapidly in China. Many young Chinese and their parents view studying abroad as an important way to improve English language skills and gain experience and credentials for future career opportunities. The number of Chinese students studying abroad has grown from 191,749 in 2002 to 419,109 in 2008, according to the United Nations Educational, Scientific and Cultural Organization, or UNESCO.
  
• We believe the macroeconomic trends in China have been and will continue to be fundamental growth drivers of our addressable market. China’s rapid urbanization has led to the tremendous growth of our addressable population. We primarily target Chinese between the ages of five and 29, of whom there were 443.7 million in 2008, according to the China Statistical Yearbook (2009). Such age group represents students and working adults most likely to seek continuing education opportunities and language training.
  
• Recent years have also seen increasing demand for professional education and professional certification training and related test preparation services in China. According to CCID, the professional education and test preparation market in China grew from $6.4 billion in 2005 to $17.8 billion in 2009 and is expected to reach $22.1 billion in 2010

Use Of proceeds:

The primary purposes of this offering are to obtain additional equity capital, create a public market for our ordinary shares represented by ADSs, and facilitate future access to capital via public markets. We expect to use the net proceeds from this offering, together with available funds, for general corporate purposes, including working capital, capital expenditures relating to the expansion of our operations, and funding possible future acquisitions where the use of such U.S. dollar proceeds is permitted by PRC or other laws. We have not determined any particular capital expenditures for which we will use the net proceeds, and the timing and size of our particular capital expenditure needs may change rapidly in response to perceived market opportunities, technological changes and actions by our competitors. We do not currently have any agreements or understandings for material acquisitions for which we intend to allocate a portion of the net proceeds. Therefore, our management is currently unable to allocate any specific portions of the net proceeds for particular uses.

We expect our liquidity requirements for establishing new learning centers and acquiring our franchises and other education service providers to be between RMB75.0 million to RMB80.0 million in the six months ending December 31, 2010, and to be between RMB130.0 million to RMB150.0 million in 2011. We plan to fund our future liquidity requirements from cash provided by operating activities. We currently anticipate that we will be able to meet our needs to fund our operations beyond the next twelve months with operating cash flow and existing cash balances.

Underwriter:

• Credit Suisse
• BofA Merrill Lynch
• Piper Jaffray
• William Blair & Company

Proposed offering price: $8.50 and $10.50 per ADS

Post IPO Share Calculation: (Using a 4 to 1 Ordinary to ADS conversion ratio).

• 19,236,898: Pre IPO fully diluted share count used in EPS calculation.(Includes the automatic conversion of series preferred shares into 6,132,590 shares) 
•   6,375,000: Newly issued ADS shares
• 956,250: Over-allotments ADS shares 

GeoTeam® best effort calculation of total post IPO ADS count to be used in EPS calculations, assuming full conversions and a Ordinary to ADS conversion ratio of 4 to 1:  26,568,148

Financial Snapshot:

• Our total net revenues increased from RMB96.8 million in 2007 to RMB163.6 million and RMB246.2 million ($36.3 million) in 2008 and 2009, respectively.
  
  
• Our net income attributable to Global Education & Technology Group Limited increased from RMB23.3 million in 2007 to RMB41.7 million and RMB55.6 million ($8.2 million) in 2008 and 2009, respectively. 
  
  
• Revenue increased RMB132.8 million ($19.6 million) in the six months ended June 30, 2010 from RMB100.2 million in the six months ended June 30, 2009.
  
  
• Our net income was RMB15.0 million ($2.2 million) in the six months ended June 30, 2010 as compared to RMB20.2 million in the six months ended June 30, 2009, which decrease was partially due to a charge of RMB3.9 million ($0.6 million) we recorded in the six months ended June 30, 2010 for the change in the fair value of contingent share consideration related to one of our acquisitions and higher share-based compensation expense.