8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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date of Report (Date of earliest event reported): May 17, 2012 (May 14, 2012)

CHINACAST EDUCATION CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-33771 (Commission File Number)	20-0178991 (I.R.S. Employer Identification Number)
	Suite 08, 20/F, One International Financial Centre, 1 Harbour View Street Central, Hong Kong (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (852) 3960 6506

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):

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

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

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

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

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Additional Basis for Delisting

On May 14, 2012, ChinaCast Education Corporation (the “Company”) received a notification from the staff of The NASDAQ Stock Market LLC (the “NASDAQ Staff”) that the NASDAQ Staff has determined that the Company’s failure to file when due its Form 10-Q for the quarterly period ended March 31, 2012, as required by NASDAQ Listing Rule 5250(c), serves as an additional basis for delisting the Company’s securities from NASDAQ.

As disclosed in prior public filings, the NASDAQ Staff had made a determination on May 2, 2012, to delist the Company’s securities pursuant to discretionary authority under NASDAQ Listing Rule 5101 and in connection with the Company’s failure to file its Form 10-K for the year ended December 31, 2011, as required by NASDAQ Listing Rule 5250(c). The Company has requested a hearing with the NASDAQ Hearings Panel to appeal this delisting determination, which is scheduled for June 28, 2012, as previously disclosed. The NASDAQ Staff has notified the Company that the NASDAQ Hearings Panel will consider the Company’s failure to file its Form 10-Q for the quarterly period ended March 31, 2012 (in addition to other matters previously disclosed) in rendering a determination regarding the Company’s continued listing.

A copy of the press release announcing the NASDAQ Staff’s determination of additional basis for delisting is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Stay of Delisting Determination

The information set forth in Item 8.01 below is incorporated by reference into this Item 3.01.

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

Mr. David Xiaoying Gao resigned from the Company’s Board of Directors, effective May 11, 2012. Mr. Gao informed the Company that he was resigning because he had accepted an appointment as the chief executive officer of China Biologic Products, Inc. and wanted to avoid any possible resulting conflicts of interest.

Mr. Gao was a member of the Board’s compensation committee at the time of his resignation. On May 17, 2012, the Board appointed director Daniel Tseung Kar Keung as Mr. Gao’s replacement on the compensation committee.

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Item 8.01. Other Matters.

Further to the Company’s Form 8-K filed May 14, 2012, on May 16, 2012, the NASDAQ Hearings Panel granted the Company’s request to stay the impact of the NASDAQ Staff’s delisting determination pending the Company’s hearing on the matter, scheduled for June 28, 2012. As a result, the NASDAQ’s current trading halt, which precludes all trading in the Company’s shares of common stock, will remain in effect pending the delisting hearing and a final decision by the NASDAQ Hearings Panel.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated May 17, 2012.

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SIGNATURES

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.

Date: May 17, 2012

ChinaCast Education Corporation
By:	/s/ Doug Woodrum
	Doug Woodrum Chief Financial Officer

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EX-99.1

Exhibit 99.1

ChinaCast Education Received NASDAQ Notification Letter
Regarding Delayed Form 10-Q Filing

Shanghai, May 17, 2012 -- ChinaCast Education Corporation (the “Company”, NASDAQ: CAST), a post-secondary education and e-learning services provider in China, announced today it has received a notification from the staff of The NASDAQ Stock Market LLC (the “NASDAQ Staff”) that the NASDAQ Staff has determined that the Company’s failure to file when due its Form 10-Q for the quarterly period ended March 31, 2012, as required by NASDAQ Listing Rule 5250(c), serves as an additional basis for delisting the Company’s securities from NASDAQ.

As disclosed in prior public filings, the NASDAQ Staff had made a determination on May 2, 2012, to delist the Company’s securities pursuant to discretionary authority under NASDAQ Listing Rule 5101 and in connection with the Company’s failure to file its Form 10-K for the year ended December 31, 2011, as required by NASDAQ Listing Rule 5250(c). The Company has requested a hearing with the NASDAQ Hearings Panel to appeal this delisting determination, which is scheduled for June 28, 2012, as previously disclosed. The NASDAQ Staff has notified the Company that the NASDAQ Hearings Panel will consider the Company’s failure to file its Form 10-Q for the quarterly period ended March 31, 2012 (in addition to other matters previously disclosed) in rendering a determination regarding the Company’s continued listing.

Safe Harbor Statement

This press release may contain statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements express our current expectations or forecasts of possible future results or events, including projections of future performance, statements of management’s plans and objectives, future contracts, and forecasts of trends and other matters. These projections, expectations and trends may involve a number of risks and uncertainties including, among others, the risk factors listed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and other publicly-available filings with the SEC. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “outlook,” “project” and other words and expressions of similar meaning. No assurance can be given that the results in any forward-looking statements will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

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