8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  August 11, 2009

CHINACAST EDUCATION CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-50550	20-0178991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Suite 3316, 33/F, One IFC, 1 Harbour View Street,

Central, Hong Kong

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (852) 2811-2389

____________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

We are filing this Amendment No. 1 to Current Report on Form 8-K/A to amend Item 1.01 to disclose the cancellation of the previously filed Share Transfer Agreement dated August 11, 2009 (the “Hai Lai Agreement”) between Yupei Training Information Technology Co., Ltd. (“Yupei”) and Chongqing Chaosheng Education and Investment Co., Ltd. (“Chaosheng”).

Item 1.01 Entry into a Material Definitive Agreement.

On August 11, 2009, Yupei, a subsidiary of ChinaCast Education Corporation (the “Company”) and Chaosheng entered into the Hai Lai Agreement pursuant to which Yupei agreed to acquire the 20% equity interest in Hai Lai Education Technology Limited (“Hai Lai”), held by Chaosheng.  Yupei holds the remaining 80% of the equity interest in Hai Lai.

On September 18, 2009, Yupei and Chaosheng entered into a Cancellation Agreement (the “Cancellation Agreement”) pursuant to which the parties acknowledged that the obligations of the parties under the Hai Lai Agreement have not been performed and the parties agreed to terminate the Hai Lai Agreement as of September 11, 2009.  A summary of Cancellation Agreement is attached hereto as Exhibit 2.1. The description of the Cancellation Agreement contained in this Current Report on Form 8-K/A is qualified in its entirety by reference to Exhibit 2.1.

On September 18, 2009, Yupei and all the shareholders of Chaosheng entered into a new Share Transfer Agreement (the “New Agreement”) pursuant to which Yupei agreed to acquire the 100% equity interest in Chaosheng.  Pursuant to the New Agreement, the total purchase price for such equity interest is RMB 135,000,000 (or approximately $19,774,425) payable as follows: (i) a minimum of RMB 24,000,000 (or approximately $3,515,441), within five business days after the execution of the New Agreement and (ii) the remainder of the purchase price payable in readily available funds or other means acceptable to the shareholders of Chaosheng within forty-five business days after the completion of the industrial and commercial registration of the transfer of equity interest to Yupei.  The only assets held by Chaosheng are its equity interest in Hai Lai.  Pursuant to the terms of the New Agreement, Yupei will not seek repayment of RMB 4,700,000 (or approximately $688,443) it loaned to the shareholders of Chaosheng for the purpose of purchasing the registered share capital of Chaosheng.  On September 18, 2009, simultaneously with the completion of the industrial and commercial registration of the transfer of equity interest to Yupei, the Company made the full cash payment of the purchase price.  The source of the cash used for the purchase of 100% of the equity of Chaosheng was from working capital of the Company.

Yupei now holds 100% of the equity interest in Hai Lai.  Hai Lai holds 100% of the Foreign Trade Business College of Chongqing Normal University (“FTBC”) and Hai Yuen Company Limited, a company which provides logistic services to FTBC.  FTBC is an independent, for profit, private university affiliated with Chongqing Normal University. FTBC offers four-year bachelor’s degree and three-year diploma programs in finance, economics, trade, tourism, advertising, IT, music and foreign languages, all of which are fully accredited by the Ministry of Education.

A summary of New Agreement is attached hereto as Exhibit 2.2. The description of the New Agreement contained in this Current Report on Form 8-K/A is qualified in its entirety by reference to Exhibit 2.2.

Item 9.01  Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	2.1	Summary of Cancellation Agreement dated September 18, 2009 by and between Yupei Training Information Technology Co., Ltd. and Chongqing Chaosheng Education and Investment Co., Ltd.*
	2.2	Summary of Share Transfer  Agreement dated September 18, 2009 by and between Yupei Training Information Technology Co., Ltd. and the shareholders of Chongqing Chaosheng Education and Investment Co., Ltd.*
		* The original agreement is in Mandarin.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  September 24, 2009	CHINACAST EDUCATION CORPORATION
	By:	/s/ Antonio Sena
		Name: Antonio Sena Title:   Chief Financial Officer

Exhibit Index

Exhibit No.	Description
2.1	Summary of Cancellation Agreement dated September 18, 2009 by and between Yupei Training Information Technology Co., Ltd. and Chongqing Chaosheng Education and Investment Co., Ltd.*
2.2	Summary of Share Transfer  Agreement dated September 18, 2009 by and between Yupei Training Information Technology Co., Ltd. and the shareholders of Chongqing Chaosheng Education and Investment Co., Ltd.*
	* The original agreement is in Mandarin.

EX-2.1

Exhibit 2.1

Summary

of

Cancellation Agreement

Party A:	Chongqing Chaosheng Education and Investment Co., Ltd. Legal Representative: Xu Hong Title: Chairman
Party B:	Yupei Information Technology (Shanghai) Co., Ltd. Legal Representative: Ron Chan Tze Ngon Title: Chairman

Party A and Party B executed a share transfer agreement on August 11, 2009. In accordance to the aforesaid share transfer agreement, Party A shall transfer 20% equity interests in Chongqing Hai Lai Technology Education Development Co., Ltd., the total amount of the share transfer price is RMB135,000,000. Up till now, the aforementioned share transfer agreement has not been performed. Now, pursuant to Article 93 of the Contract Law of the People’s Republic of China, after friendly negotiations of Party A and Party B, both parties hereby agree to cancel the aforesaid share transfer agreement on September 11, 2009. Such agreement is void since the beginning. Party A and Party B are not responsible to each other for any breach liability.

This cancellation agreement becomes effective after Party A and Party B sign and seal on the agreement.

This agreement consists of four copies. Party A and Party B hold two copies, respectively, and all copies have the same legal effect.

Party A:	Chongqing Chaosheng Education and Investment Co., Ltd. Legal Representative/ Authorized Person: Xu Hong /s/ Xu Hong Date: September 18, 2009
Party B:	Yupei Information Technology (Shanghai) Co., Ltd. Legal Representative/ Authorized Person: Ron Chan Tze Ngon /s/ Ron Chan Tze Ngon Date: September 18, 2009

EX-2.2

Exhibit 2.2

Summary

of

Share Transfer Agreement

WHEREAS, Chongqing Hai Lai Technology Education Development Co., Ltd. is a limited liability company incorporated in Chongqing City (hereinafter the “Target Company”). The Target Company invested and established Foreign Trade and Business College of Chongqing Normal University (hereinafter “FTBC”), and owned the relevant interests and rights in FTBC pursuant to Cooperation School Running Agreement dated as of October 25, 2003.

WHEREAS, All of the shareholders of Chongqing Chaosheng Education and Investment Co., Ltd. are Xu Hong, Shi Binggao, Liu Xifang, Huang Yijie, Cao Yong, Xie Chengzhong, He Weiming, Li Yangang, Jia Yi, Ran Shiping, Wang Xiaokang. The legal representative of this company is Xu Hong; the registered address of this company is 12-1-1 No. 168 Xiaoyang Gonggiao, Shaping District, Chongqing (hereinafter the “Transferor”), Chongqing Chaosheng Education and Investment Co., Ltd. (hereinafter “Chaosheng Education”) holds 20 percent of equity interests in the Target Company.

WHEREAS, Yupei Information Technology (Shanghai) Co., Ltd. (hereinafter the “Transferee”), as the leading satellite communication service provider, long distance education service provider and education resource provider, has owned 80 percent of the equity interests in the Target Company. It intended to acquire the Transferor’s 20 percent of equity interests in the Target Company, in order to reach the end of holding 100 percent of equity interests in the Target Company.

The Transferor and the Transferee, through friendly negotiations, hereby agree as follows:

Article 1 Parties

1.1	Transferor: Natural persons shareholders of Chaosheng Education: Xu Hong, Shi Binggao, Liu Xifang, Huang Yijie, Cao Yong, Xie Chengzhong, He Weiming, Li Yangang, Jia Yi, Ran Shiping, Wang Xiaokang
1.2	Transferee: Yupei Information Technology (Shanghai) Co., Ltd. Legal Representative: Ron Chan Tze Ngon Title: Chairman Correspondence Address: 16F, Fucheng International Building 11, No. 910, Quyang Rd., Shanghai City, Zip Code: 200092
Article 2 Definition
2.1	Except as otherwise provided in the agreement, the terms are defined as below:

Target Company: Chongqing Hai Lai Technology Education Development Co., Ltd.

FTBC: Foreign Trade and Business College of Chongqing Normal University

Chaosheng Education: Chongqing Chaosheng Education and Investment Co., Ltd.

Share Transfer: the share transfer stipulated in Article 3.

Auditor: the Auditor retained by the Transferor and is acceptable to the Transferee, and conduct the auditing in accordance with the Generally Accepted Accounting Principles in the United States (US GAAP), in the other words, an accounting firm

Base Date: June 30, 2009

University Operation Cooperative Agreement: the agreement by and between the Target Company and Chongqing Normal University, dated October 25, 2003

Target: the Target Company and FTBC

Laws and regulations: the applicable laws, regulation, rules, judicial interpretations, local regulations, and other rules that are legally effective from time to time in the People’s Republic of China.

Article 3 Share Transfer

3.1	The Transferor agrees to transfer its 100 percent of equity interests in Chaosheng Education to the Transferee in accordance with the terms stipulated in this agreement. The Transferee agrees to assume the aforesaid shares from the Transferor in accordance with the terms stipulated in this agreement.
	The Transferee shall become the holder of 100 percent of equity interests in Chaosheng Education after the Share Transfer.
3.2	Both parties agree that the Share Transfer shall include the total cumulative undistributed profits related to the transferred shares in the Target Company (if any), and all of other incidental rights and interests.
Article 4 Payment of Share Transfer
4.1	Both parties agree that the price of every 1 percent of the Share Transfer under this agreement is RMB1,350,000. The total amount of the Share Transfer is RMB135,000,000.
4.2	Within five business days after the agreement becomes effective, the Transferee shall pay the minimum amount RMB24,000,000 of the Share Transfer specified in the preceding provision to the bank account designated by the Transferor in its written instruction. Within forty five business days upon the closing day (the completion of the industrial and commercial alteration registration with regard to the Share Transfer), the Transferee shall pay the Transferor the rest of the Share Transfer payment in cash or other means acceptable to the Transferor.

4.3	The Transferor shall file tax report in regard to the proceeds obtained from the Share Transfer. Other taxes related to the Share Transfer shall be assumed by the Transferor and the Transferee on their own in accordance with laws.
4.4	The payment obligation of the Transferee under Article 4.2 shall be performed after the following conditions are satisfied:
4.4.1	The shareholder meeting of Chaosheng Education has approved the Share Transfer, and other shareholders of Chaosheng Education have declared not to exercise their preemptive rights;
4.4.2	All of the governmental approvals, authorizations or registrations necessary for the Share Transfer under this agreement have been consummated or obtained;
4.4.3	The Transferor has urged the other shareholders of the Chaosheng Education and the Transferee to execute an amendment to the articles of association of the Chaosheng Education, that satisfies the Transferee, and reflects the shareholder change of Chaosheng Education and the right to appoint directors.

Article 5 Representations and Warranties of Transferor

For the purpose of this agreement and the benefits of Transferee, with regard to matters related to the Share Transfer, the Transferor hereby represents and warranties as follows:

5.1	Chaosheng Education is a duly incorporated limited liability company under the laws of the People’s Republic of China. Since being incorporated, Chaosheng Education has passed the industrial and commercial examinations in every year, and has been validly existing in accordance with laws.
5.2	The Transferor legally owns the shares intended to be transferred under the agreement, and has the complete right and authority to transfer such shares on its own.
5.3	The shareholders and the founder of the Target have fully performed its obligation of capital contributions to the Target, or have paid the relevant considerations for obtaining the equity interests or interests/ rights in the Target. The Transferor, during the period being the shareholder of the company, did not violate laws to withdraw its capital contributions or transfer assets.
5.4	To transfer its shares of Chaosheng Education, the Transferor has complied with the procedure set forth in the articles of association. The shareholder meeting of Chaosheng Education has unanimously agreed to that the Transferor transfers shares to the Transferee. The Transferor warranties to provide the Transferee with the resolution of the shareholder meeting. The aforesaid resolution constitutes the Appendix 3 of this agreement;

5.5	The financial statements and accounting records provided by the Transferor to the auditor designated by the Transferee shall be true and complete financial records, and shall fairly reflect the financial condition of the Target and the result of business operations in the relevant period. No material adverse changes of the Target have occurred since the Base Date.
5.6	Since its founding, Chaosheng Education has, up to now, been only engaged in investing in the Target Company, without undertaking any other operational activities. The investment amount in the Target Company made by Chaosheng Education is RMB5,000,000, of which RMB300,000 was paid in the form of Chaosheng Education’s registered capital, and the balance of RMB4,700,000 is the capital lent by the Transferee.   As of the Base Date, there are only these three items mentioned above on the Chaosheng Education’s balance sheet.  The Transferee has now agreed to relinquish the right, on the contract effective date, to demand Chaosheng Education to pay back RMB4,700,000.  Therefore, after the effective date of this contract, Chaosheng Education does not carry any potential debt or any liabilities.  If there is any, the entire amount is the responsibility of the Transferee; Chaosheng Education does not have obligation to bear any liability.
5.7	The Transferor does not grant any mortgage, pledge or similar security interests on the shares intended to be transferred for any third party’s interests, or to any third party. Chaosheng Education does not provide any third party with guarantees, mortgages, pledges or any other forms constituting guarantees for any person (including the Transferor.)
5.8	The Transferor’s execution of this agreement does not violate any agreement or contract by and between any third party, or any legally binding covenant.
5.9	Any documents or information related to this agreement provided by the Transferor shall be true, complete and accurate in all respects, and no material falseness, omissions and misleading information exist.

Article 6 Representations and Warranties of the Transferee

The Transferee represents and warranties as below:

6.1	The Transferee is a duly incorporated company under the laws of the People’s Republic of China. It owns the complete capacity to acquire the shares in its own name.
6.2	The Transferee will complete the necessary internal approval procedure and the disclosure obligations required by laws after the execution of the agreement.

6.3 The Transferee will provide with assistance in regard to the alteration registration of the Share Transfer under this agreement. Such assistance includes to provide with necessary documents and information.

Article 7 Transfer and Handover

The Transferor shall conduct the handover of the Target Company to the Transferee in the following ways:

7.1	Accounting Materials and Chops The Transferor shall transfer and convey all audited Chaosheng Education’s original material financial records, accounting books and materials stipulated in Article 5.5, and the Target’ s common chops, financial chops and chops for contracts (if any), an other chops to the Transferee within 15 days after the agreement becomes effective. The Transferee is entitled to review and examine the authenticity and integrity of the aforesaid transferred materials, and executed the certificate of handover after no falseness is found by the examination.
7.2	Personnel The transferor shall provide the Transferee with the complete list of all current employees of Chaosheng Education (including permanent and temporary employees). The Transferee agrees to continually employ the employees of Chaosheng Education after the acquisition under this agreement is consummated.
7.3	Closing of Share Transfer Within five business days after the 1st period payment set forth in the Article 4.2 has been completely paid, the Transferor and the Transferee shall conduct the alteration registration procedure with the registration authority the, with which Chaosheng Education registered to record the Transferee as the shareholder of the 100% of equity interests on the shareholder list of Chaosheng Education. Each party agrees that it shall urge the company’s shareholder meeting to approve the Share Transfer under this agreement, to elect directors and supervisors, and to make relevant amendment to the articles of association of the company, and to complete all necessary legal procedure of the industrial and commercial alteration registration.
7.4	Consolidated Financial Statement After the Transferee validly acquires the transferred shares, the Transferee is entitled to immediately consolidate the financial statements of Chaosheng Education to its financial statements as its subsidiaries.

Article 8 No Competence

8.1 The Transferor shall guarantee that it and its related parties shall not engage in any business that competes with the business of FTBC (except for obtaining the written consent of the Transferee.) The related party in this article refers to any natural person, company, corporation or other entity, which is not Chaosheng Education, and directly or indirectly controlled by the Transferor, or which directly or indirectly controls the Transferor, or which is, together with the Transferor, directly or indirectly controlled by others.

Article 9 Breach and Competition

9.1	In the event the Transferee cannot pay the payment stipulated in Article 4, the Transferee shall pay the Transferor the penalty that is 0.3‰/ day of the deferral amount.
9.2	If any of the following events occurs, it is deemed that the Transferor breaches the agreement:
(1)	Causes the rights acquired in accordance with the agreement by the Transferee void, cancelable or incomplete: A. The equity interests the Transferor holds is imperfect; B. The validity of the company’s shareholder meeting resolution that approves the Share Transfer or other similar documents is imperfect, or C. Due to the acts or omissions of the Transferor;
(2)	The Transferor cannot complete all approval procedures or registration procedures within the time frame this agreement stipulated, and after the Transferee grants the Transferor a grace period, the Transferor still cannot consummate the procedures.
(3)	The Transferor’s representations and warranties made under this agreement (including the appendixes or relevant documents) are untrue, or there is material omission or misleading information.
(4)	The economic or nominal loss of the Transferee due to any lawsuit or claim against Chaosheng Education to repay debts made by any third party.
9.3	In the event the Transferor breaches this agreement, the Transferee is entitled to adopt one or more of compensations listed below:
(1)	Temporarily ceases to perform its obligations, and starts to perform its obligations after the Transferor’s breach ends. The Transferee’s temporary non performance in accordance with this item shall not constitute the non-performance or deferring performance.
(2)	Unilaterally cancels the agreement by written notice. The cancellation notice becomes effective from the date of sending notice;
(3)	Requests the Transferor to return the paid transfer amount;
(4)	Requests the Transferor to compensate the cost and expenses incurred arising from and in connection with the agreement;
(5)	Requests the Transferor to compensate all of losses of the Transferee.
9.4	The compensations and the rights the Transferee obtains under this agreement does not preclude the Transferee to acquire other rights and compensations, to which it is entitled in accordance with laws.

Article 10 Effectiveness, Alteration, Cancellation and Termination

10.1 The agreement becomes effective after both parties sign and seal on the agreement.

10.2	Except as otherwise provided in the agreement that the parties has right to unilaterally cancel the agreement, any alteration or cancellation of the agreement shall become effective after both parties execute a written agreement.
10.3	The cancellation of this agreement does not affect rights the other party had acquired before the cancellation. In the event either party’s loss is caused by the other party’s unilateral alter or cancel this agreement, except as otherwise provided in this agreement or in laws that its liability can be waived, the obligor shall be responsible for the compensation.

Article 11 Notice and Delivery

Article 12 Dispute Resolution

Article 13 Title

Article 14 Waiver

Article 15 Confidentiality

Article 16 Miscellaneous

Transferor:

Natural persons shareholders of Chaosheng Education: Xu Hong, Shi Binggao, Liu Xifang, Huang Yijie, Cao Yong, Xie Chengzhong, He Weiming, Li Yangang, Jia Yi, Ran Shiping, Wang Xiaokang

/s/ Xu Hong

/s/ Shi Binggao

/s/ Liu Xifang

/s/ Huang Yijie

/s/ Cao Yong

/s/ Xie Chengzhong

/s/ He Weiming

/s/ Li Yangang

/s/ Jia Yi

/s/ Ran Shiping

/s/ Wang Xiaokang

Date: September 18, 2009

Transferee:

Yupei Information Technology (Shanghai) Co., Ltd.

Legal Representative/ Authorized Person: Ron Chan Tze Ngon

/s/ Ron Chan Tze Ngon

Date: September 18, 2009