SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

ChinaEdu Corporation

(Name of Issuer)

Ordinary shares, par value US$0.01

(Title of Class of Securities)

16945L107(**)

(CUSIP Number)

David Stafford

McGraw-Hill Global Education Intermediate Holdings, LLC

2 Pennsylvania Plaza #6, New York, NY 10121

(212) 904-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 5, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(**) This CUSIP number applies to the Issuer’s American Depositary shares, each representing three ordinary shares.  No CUSIP has been assigned to the ordinary shares.

13D

CUSIP No.  16945L107 Page 2 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON McGraw-Hill Global Education Intermediate Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.1% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

1 The Reporting Person beneficially owns 1,590,078 of the Issuer’s American Depositary Shares (“ADS”), representing 4,770,234 underlying Ordinary Shares, and 2 Ordinary Shares.  As further described in Items 2 and 4, the Reporting Person may be deemed to beneficially own the Issuer’s Ordinary Shares beneficially owned by the Founder Parties, the Existing Shareholders and the Additional Consortium Members.

2 The calculation is based on 25,115,118 Ordinary Shares as of September 17, 2013 as reported by the Issuer in its Form 8-A filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 2013, 324,894 Ordinary Shares due to employee option exercise after September 17 through to the date hereof,  and 4,375,160 Ordinary Shares subject to options and restricted units held by MGHE Intermediate, the Founder Parties, Existing Shareholders and the Additional Consortium Member that are deemed to be outstanding for the purpose of computing the percentage of the Ordinary Shares beneficially owned by the Reporting Person. The numbers used for purposes of this calculation are contained in the Issuer’s current books and records.

13D

CUSIP No. 16945L107 Page 3 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON MHE US Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.1% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

13D

CUSIP No. 16945L107 Page 4 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON MHE Acquisition, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.1% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

13D

CUSIP No. 16945L107 Page 5 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Georgia Holdings, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.1% (See Item 5)2
14	TYPE OF REPORTING PERSON CO

13D

CUSIP No. 16945L107 Page 6 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Co-Investors (MHE), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 15,640,578 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 15,640,578 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,640,578 shares of Ordinary Shares (See Items 2, 3, 4 and 5)3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.5% (See Item 5)2
14	TYPE OF REPORTING PERSON PN

3 The Reporting Person beneficially owns 636,031 of the Issuer’s ADSs, representing 1,908,093 underlying Ordinary Shares, and 1 Ordinary Share.  As further described in Items 2 and 4, the Reporting Person may be deemed to beneficially own the Issuer’s Ordinary Shares beneficially owned by the Founder Parties, the Existing Shareholders and the Additional Consortium Members.

13D

CUSIP No. 16945L107 Page 7 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management (MHE), LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 15,640,578 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 15,640,578 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,640,578 shares of Ordinary Shares (See Items 2, 3, 4 and 5)3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.5% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

13D

CUSIP No. 16945L107 Page 8 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON AP Georgia Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 16,594,626 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 16,594,626 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,594,626 shares of Ordinary Shares (See Items 2, 3, 4 and 5)4
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.7% (See Item 5)2
14	TYPE OF REPORTING PERSON PN

4 The Reporting Person beneficially owns 954,047 of the Issuer’s ADSs, representing 2,862,141 underlying Ordinary Shares, and 1 Ordinary Share.  As further described in Items 2 and 4, the Reporting Person may be deemed to beneficially own the Issuer’s Ordinary Shares beneficially owned by the Founder Parties, the Existing Shareholders and the Additional Consortium Members.

13D

CUSIP No. 16945L107 Page 9 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON AP Georgia Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 16,594,626 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 16,594,626 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,594,626 shares of Ordinary Shares (See Items 2, 3, 4 and 5)4
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.7%  (See Item 5)2
14	TYPE OF REPORTING PERSON OO

13D

CUSIP No. 16945L107 Page 10 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.1% (See Item 5)2
14	TYPE OF REPORTING PERSON PN

13D

CUSIP No. 16945L107 Page 11 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON AIF VII Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.1% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

13D

CUSIP No. 16945L107 Page 12 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.1% (See Item 5)2
14	TYPE OF REPORTING PERSON PN

13D

CUSIP No. 16945L107 Page 13 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.1% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

13D

CUSIP No. 16945L107 Page 14 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.1% (See Item 5)2
14	TYPE OF REPORTING PERSON PN

13D

CUSIP No. 16945L107 Page 15 of 25

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,502,720 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.1% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

This Amendment No. 5 amends and supplements the statement on Schedule 13D filed with the SEC on August 23, 2013, as amended by Amendment No. 1 on September 13, 2013, Amendment No. 2 on September 16, 2013, Amendment No. 3 on September 19, 2013 and Amendment No. 3 on October 16, 2013 (the “Schedule 13D”), which relates to the ordinary shares, par value US$0.01 (the “Ordinary Shares”), of ChinaEdu Corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D.  Responses to each item of this Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 2.  Identity and Background

Item 2 of the Schedule 13D is hereby amended and supplemented by adding the below paragraphs immediately after the last paragraph of Item 2:

As further described in Item 4 below, MHGE Intermediate and the Additional Consortium Members executed a Deed of Adherence, dated December 5, 2013, in connection with a consortium agreement, dated August 16, 2013 (the “Consortium Agreement”), as amended on December 5, 2013, pursuant to which MHGE Intermediate and the Additional Consortium Members were admitted as consortium members with Mr. Shawn Ding, Ms. Julia Huang, Moral Known Industrial Limited and South Lead Technology Limited (collectively, the “Founder Parties”), the existing shareholders of the Issuer as set forth in the Consortium Agreement (collectively, the “Existing Shareholders”).  The Existing Shareholders hold 6,949,595 Ordinary Shares of the Issuer and 346,000 Ordinary Shares underlying stock options exercisable within 60 days of the date hereof in the aggregate (the “Shares Held by Existing Shareholders”). Weblearning Company Limited and Guo Young (the “Additional Consortium Members”) hold 794,358 Ordinary Shares of the Issuer (the “Shares Held by Additional Consortium Members”).  Ms. Huang directly owns 573,000 Ordinary Shares of the Issuer and indirectly owns 1,943,780 Ordinary Shares underlying stock options and restricted stock units exercisable within 60 days of the date hereof (the “Shares Held by Ms. Huang”), as reported on a Schedule 13D filed by Ms. Huang and her investment vehicle with the SEC on December 6, 2013. Mr. Shawn Ding directly owns 1,040,370 Ordinary Shares of the Issuer and indirectly owns 2,085,380 Ordinary Shares underlying stock options and restricted stock units exercisable within 60 days of the date hereof (the “Shares Held by Mr. Ding”), as reported on a Schedule 13D filed by Mr. Ding and his investment vehicle with the SEC on December 6, 2013.  As a result of the Consortium Agreement, the Reporting Persons may be deemed to (a) constitute a “group” (within the meaning of Rule 13d-5(b) of the Act) with the Founder Parties, the Existing Shareholders and the Additional Consortium Members and (b) beneficially own the 18,502,720 Ordinary Shares of the Issuer.

Due to the relationship of the Reporting Persons described in this Item 2 and the provisions of the Consortium Agreement described in this Item 2 and Item 4, each of the Reporting Persons may be deemed to share with the Founder Parties, the Existing Shareholders, the Additional Consortium Members power to dispose or direct the disposition of 18,502,720 Ordinary Shares, which constitutes approximately 62.1% of the Ordinary Shares.  Each Reporting Person hereby expressly disclaims beneficial ownership of any Ordinary Shares beneficially owned by the Founder Parties , the Existing Shareholders, the Additional Consortium Members or any other person, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) of the Act) with the Founder Parties, the Existing Shareholders, the Additional Consortium Members  or any other person, and this Schedule 13D shall not be construed as acknowledging that any of the Reporting Persons, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, beneficially owns any Ordinary Shares beneficially owned by the Founder Parties, the Existing Shareholders, the Additional Consortium Members or any other person or is a member of a group with the Founder Parties, the Existing Shareholders, the Additional Consortium Members  or any other person.

Page 16

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

MHGE Intermediate’s acquisition of 3,377,336 of the Ordinary Shares reported in this Schedule 13D was part of an internal reorganization performed by The McGraw-Hill Companies, Inc. in conjunction with that entity’s sale of all of the shares of McGraw-Hill Global Education Holdings, LLC to Management Holdings GP. This latter sale was consummated on March 22, 2013, upon which the Reporting Persons became beneficial owners of the Ordinary Shares reported in this Statement on Schedule 13D. On December 13, 2004 for cash consideration of $5,000,000, The McGraw-Hill Companies, Inc. acquired securities of the Issuer that were convertible into the Ordinary Shares. None of the proceeds used to purchase the Ordinary Shares were provided through borrowing of any nature.

The source of funding for MHGE Intermediate’s acquisition of the 464,300 ADSs, representing 1,392,900 Ordinary Shares, reported in this Schedule 13D was MHGE Intermediate’s cash on hand.  None of the proceeds used to purchase the ADSs were provided through borrowing of any nature.

 The information set forth in or incorporated by reference in Items 2, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 3. The Reporting Persons may be deemed to beneficially own the Shares Held by Ms. Huang, the Shares Held by Mr. Ding, the Shares Held by Existing Shareholders and the Shares Held by the Additional Consortium Members based on the Consortium Agreement.

Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

On June 20, 2013, the Issuer announced that it had received a preliminary, non-binding proposal (the “Proposal”) from Mr. Ding and Ms. Huang, to acquire all of the outstanding ordinary shares of the Issuer not currently owned by them, at a proposed price of $2.33 in cash per Ordinary Share, subject to certain conditions.

On December 5, 2013, MHGE Intermediate and the Additional Consortium Members executed a Deed Of Adherence pursuant to which MHGE Intermediate and the Additional Consortium Members were admitted to as consortium members.  Under the Consortium Agreement, MHGE Intermediate, the Founder Parties, the Existing Shareholders and the Additional Consortium Members have agreed to, among other things, form a consortium to work exclusively with one another to acquire the Issuer (the “Transaction”). In addition, MHGE Intermediate, the Founder Parties, the Existing Shareholders and the Additional Consortium Members have agreed not to (1) make a competing proposal for the acquisition of control of the Issuer; or (2) acquire or dispose of any (i) ADSs, (ii) shares of the Issuer or (iii) warrants, options or shares that are convertible into ADSs or Ordinary Shares of the Issuer. Further, MHGE Intermediate, the Founder Parties, the Existing Shareholders and the Additional Consortium Members have agreed to incorporate a holding company under the laws of the Cayman Islands (“Holdco”) and cause Holdco to incorporate a wholly-owned subsidiary of Holdco to be merged with and into the Issuer upon consummation of the Transaction; contribute all remaining Ordinary Shares of Issuer and all outstanding restricted share units and share options held by each party to Holdco; conduct due diligence with respect to the Issuer and its business; engage in discussions with the Issuer regarding the Proposal; negotiate in good faith any amendments to the Proposal; negotiate in good faith the terms of the documentation required to implement the Transaction, including but not limited to the Proposal, a merger agreement, any debt financing documents and a shareholders’ agreement that would, among other things, support the Proposal or govern the relationship of the shareholders of Holdco following the consummation of the Transaction; use best efforts to arrange debt financing for the Issuer to be implemented at or following the consummation of the Transaction; and if the Transaction is consummated, be reimbursed by the surviving company for certain costs and expenses related to the Transaction.  Under the terms of the Consortium Agreement, MHGE Intermediate has the right to withdraw from the consortium between signing and closing of the merger under certain circumstances. In addition, promptly following the closing, MHGE Intermediate shall have the right to designate one or more directors to the Board of Directors of each of Holdco and the surviving corporation as is proportionate to MHGE Intermediate’s equity ownership in Holdco.  The Consortium Agreement may be amended by MHGE Intermediate, the Founder Parties, the Existing Shareholders and the Additional Consortium Members at any time.

Page 17

In connection with the Transaction, and pursuant to the Consortium Agreement, MHGE Intermediate will roll over 3,377,336 Ordinary Shares and will sell 1,392,900 Ordinary Shares in exchange for the consideration on the same terms offered to the Issuer’s public shareholders at the closing of the Transaction.

None of the Issuer, any of the Reporting Persons, the Founding Parties, any of the Existing Shareholders or any of the Additional Consortium Members is obligated to complete the transactions described herein, and a binding commitment with respect to the Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation.

 Other than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Item 4 of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of directors; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; and taking any action similar to any of those enumerated above.

 The description of the Consortium Agreement set forth above in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Consortium Agreement, which has been filed as Exhibit 2 and Exhibit 3, respectively, and are incorporated herein by reference.

Page 18

Item 5.  Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.

(a)–(b) The following disclosure assumes that there are a total of 25,440,012 Ordinary Shares issued and outstanding on the date hereof and 4,375,160 Ordinary Shares subject to options and restricted stock units held by the Founder Parties, the Existing Shareholders, MHGE Intermediate and the Additional Consortium Members that are deemed to be outstanding for the purpose of computing the percentage of the Ordinary Shares beneficially owned by the Reporting Person.

Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to beneficially own 18,502,720 Ordinary Shares, which constitutes approximately 62.1% of the total outstanding Ordinary Shares.

(c)           Purchase or sale transactions in the Ordinary Shares during the past sixty days are disclosed on Schedule 1.  Except as disclosed herein, none of the Reporting Persons has effected any transactions in the Ordinary Shares (including Ordinary Shares represented by ADSs) during the last sixty days.

(d)           Not applicable.

(e)           Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth or incorporated in Item 3 and Item 4 is hereby incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits

Exhibit 1: Joint Filing Agreement dated as of September 18, 2013, by and among the Reporting Persons.

Exhibit 2: Consortium Agreement dated August 16, 2013, by and among Shawn Ding, Julia Huang and Existing Shareholders.

Exhibit 3: First Amendment to Consortium Agreement dated December 5, 2013, by and among Shawn Ding, Julia Huang, the Existing Shareholders, MHGE Intermediate and the Additional Consortium Members.

Page 19

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Dated:  December 6, 2013

MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC
By:	/s/ David Stafford
	David Stafford
	Senior Vice President and General Counsel

MHE US HOLDINGS, LLC
By:	/s/ David Stafford
	David Stafford
	Senior Vice President and General Counsel

MHE ACQUISITION, LLC
By:	/s/ David Stafford
	David Stafford
	Senior Vice President and General Counsel

GEORGIA HOLDINGS, INC.
By:	/s/ David Stafford
	David Stafford
	Senior Vice President and General Counsel

Page 20

APOLLO CO-INVESTORS (MHE), L.P.
By:	Apollo Management (MHE), LLC its investment manager
	By:	Apollo Management VII, L.P. its member-manager
		By:	AIF VII Management, LLC its general partner
			By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

APOLLO MANAGEMENT (MHE), LLC
By:	Apollo Management VII, L.P. its member-manager
	By:	AIF VII Management, LLC its general partner
		By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

AP GEORGIA HOLDINGS, L.P.
By:	AP Georgia Holdings GP, LLC its general partner
	By:	Apollo Management VII, L.P. its manager
		By:	AIF VII Management, LLC its general partner
			By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

Page 21

AP GEORGIA HOLDINGS GP, LLC
By:	Apollo Management VII, L.P. its manager
	By:	AIF VII Management, LLC its general partner
		By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

APOLLO MANAGEMENT VII, L.P.
By:	AIF VII Management, LLC its general partner
	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

AIF VII MANAGEMENT, LLC
By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

APOLLO MANAGEMENT, L.P.
By:	Apollo Management GP, LLC its general partner
	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

APOLLO MANAGEMENT GP, LLC
By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

Page 22

APOLLO MANAGEMENT HOLDINGS, L.P.
By:	Apollo Management Holdings GP, LLC its general partner
	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

APOLLO MANAGEMENT HOLDINGS GP, LLC
By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

Page 23

SCHEDULE 1

Transactions in the Last Sixty Days

Transaction Type	Date	# of ADSs (ordinary shares)	Price Per ADS
Purchase	10/7/13	2,500 (7,500)	$6.98$6.73
Purchase	10/8/13	800 (2,400)	$6.99$6.72
Purchase	10/9/13	5,000 (15,000)	$7.07$6.70
Purchase	10/10/13	5,000 (15,000)	$7.04$6.75
Purchase	10/11/13	5,000 (15,000)	$7.05$6.75

Page 24

APPENDIX A

The following sets forth information with respect to the managers and certain of the executive officers of Management Holdings GP.  Capitalized terms used herein without definition have the meanings assigned thereto in the Schedule 13D to which this Appendix A relates.

Messrs. Leon D. Black, Joshua Harris and Marc Rowan are the managers, as well as principal executive officers, of Management Holdings GP.  The principal occupation of each of Messrs. Black, Harris and Rowan is to act as executive officers, managers and directors, as the case may be, of Management Holdings GP and other related investment managers and advisors.

The business address of each of Messrs. Black, Harris and Rowan is 9 West 57th Street, 43rd Floor, New York, New York 10019.  Messrs. Black, Harris and Rowan are each a citizen of the United States.  Each of Messrs. Black, Harris and Rowan disclaim beneficial ownership of all of the Ordinary Shares included in this report, and the filing of this report shall not be construed as an admission that any such person is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Page 25 

         

EX-99.1

EXHIBIT 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D.  In evidence thereof, the undersigned hereby execute this Agreement as of December 6, 2013.

MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC
By:	/s/ David Stafford
	David Stafford
	Senior Vice President and General Counsel

MHE US HOLDINGS, LLC
By:	/s/ David Stafford
	David Stafford
	Senior Vice President and General Counsel

MHE ACQUISITION, LLC
By:	/s/ David Stafford
	David Stafford
	Senior Vice President and General Counsel

GEORGIA HOLDINGS, INC.
By:	/s/ David Stafford
	David Stafford
	Senior Vice President and General Counsel

Page 1

APOLLO CO-INVESTORS (MHE), L.P.
By:	Apollo Management (MHE), LLC its investment manager
	By:	Apollo Management VII, L.P. its member-manager
		By:	AIF VII Management, LLC its general partner
			By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

APOLLO MANAGEMENT (MHE), LLC
By:	Apollo Management VII, L.P. its member-manager
	By:	AIF VII Management, LLC its general partner
		By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

AP GEORGIA HOLDINGS, L.P.
By:	AP Georgia Holdings GP, LLC its general partner
	By:	Apollo Management VII, L.P. its manager
		By:	AIF VII Management, LLC its general partner
			By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

Page 2

AP GEORGIA HOLDINGS GP, LLC
By:	Apollo Management VII, L.P. its manager
	By:	AIF VII Management, LLC its general partner
		By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

APOLLO MANAGEMENT VII, L.P.
By:	AIF VII Management, LLC its general partner
	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

AIF VII MANAGEMENT, LLC
By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

APOLLO MANAGEMENT, L.P.
By:	Apollo Management GP, LLC its general partner
	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

APOLLO MANAGEMENT GP, LLC
By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

Page 3

APOLLO MANAGEMENT HOLDINGS, L.P.
By:	Apollo Management Holdings GP, LLC its general partner
	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

APOLLO MANAGEMENT HOLDINGS GP, LLC
By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

Page 4

EX-99.2

Exhibit 2

CONSORTIUM AGREEMENT

among

JULIA HUANG

SHAWN DING

SOUTH LEAD TECHNOLOGY LIMITED

MORAL KNOWN INDUSTRIAL LIMITED

and

THE EXISTING SHAREHOLDERS NAMED HEREIN

Dated as of August 16, 2013

THIS CONSORTIUM AGREEMENT is made as of August 16, 2013, among Julia Huang and Shawn Ding (each, a “Founder” and together, the Founders”), South Lead Technology Limited, a company incorporated under the laws of the British Virgin Islands (“South Lead”),Moral Known Industrial Limited, a company incorporated under the laws of the British Virgin Islands (together with South Lead, the “Founder Vehicles” and, together with the Founders, the “Founder Parties”), and each of the existing shareholders of the Target (as defined below) set forth on the signature pages hereto (each, an “Existing Shareholder” and collectively, the “Existing Shareholders”). Each of the Founder Parties and each of the Existing Shareholders is referred to herein as a “Party” and collectively, the “Parties”.

WHEREAS, the Parties propose to form a consortium (the “Consortium”) to undertake a transaction (the “Transaction”) to acquire ChinaEdu Corporation (the “Target”) which would result in a delisting of the Target from the Nasdaq Stock Market LLC(“Nasdaq”) and deregistering the Target under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Target is listed on Nasdaq and incorporated under the laws of the Cayman Islands, and the Parties currently own collectively 8,338,964 or approximately 33.4% of the Target’s issued and outstanding ordinary shares, par value US$0.01 per share (the “Target Ordinary Shares”) (not including outstanding restricted share units or share options);

WHEREAS, as part of the Transaction, the Parties propose to incorporate a new company (“Holdco”) under the laws of the Cayman Islands, and to cause Holdco to incorporate a direct or indirect wholly-owned subsidiary (“Merger Sub”) under the laws of the Cayman Islands. At the Closing (as defined below), the Parties intend that (a) Merger Sub will be merged with and into the Target (the “Merger”), with the Target being the surviving company (the “Surviving Company”) and becoming a direct, wholly-owned subsidiary of Holdco, (b) each outstanding Target Ordinary Share, other than the Rollover Shares (as defined below) held by the Partiesand their respective Affiliates(subject to any exceptions to be agreed between the Parties), will be cancelled in consideration for the right to receive the merger consideration per Target Ordinary Share to be set forth in the Merger Agreement (as defined below) (the “Merger Consideration”); and (c) all remaining Target Ordinary Shares and all outstanding restricted share units and share options held by the Partiesor their respective Affiliates, in each case as specified in Schedule A (collectively, the “Rollover Shares”) will be surrendered and cancelled for no consideration or contributed to Holdco for no consideration (subject to any exceptions to be agreed between the Parties);

WHEREAS, on June 20, 2013, the Founderssubmitted a non-binding proposal, a copy of which is attached hereto as Schedule B (the “Proposal”), to the Target’s board of directors in connection with the Transaction; and

WHEREAS, in accordance with the terms of this Agreement, the Parties will cooperate and participate in (a) the evaluation of the Target, including conducting due diligence, (b) discussions regarding the Proposal with the Target, and (c) the negotiation of the terms of definitive documentation in connection with the Transaction (in which negotiations the Parties expect that the Target will be represented by a special committee of independent and disinterested directors of the Target), including an agreement and plan of merger among Holdco, Merger Sub and the Target in the form to be agreed by the Parties (the “Merger Agreement”), which shall be subject to the approval of the board of directors of the Target.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Article I

PROPOSAL; DEBT FINANCING; HOLDCO OWNERSHIP

Section 1.01. Transaction. The Parties agree to pursue a Transaction on the terms set forth in this Agreement.

Section 1.02. Share Contribution. In connection with the Transaction, each Partyshall (i) contribute or cause to be contributed to Holdco the Rollover Shares held by him, her or it, or their respective Affiliates, in exchange for equity interests of Holdco, or (ii) have the Rollover Shares held by him, her or it or their respective Affiliates cancelled by surrender in connection with the Transaction, subject to the execution of the Merger Agreement and the satisfaction or waiver of the various conditions for closing the Transaction to be set forth in the Merger Agreement.

Section 1.03. Additional Consortium Members. The Parties may together agree to admit one or more additional members of the Consortium which will provide equity capital and/or debt financing to the Consortium for the consummation of the Transaction. Such additional member(s) of the Consortium shall execute a deed of adherence to this Agreement in form and substance satisfactory to the Parties.

Section 1.04. Covenants. Promptly following execution hereof, the Parties shall: (a) undertake due diligence with respect to the Target and its business; (b) engage in discussions with the Target regarding the Proposal; and (c) negotiate in good faith (i) any amendments to the terms of the Proposal and (ii) the terms of the Documentation (including the terms of any other agreements between the Parties required to support the Proposal or to regulate the relationship between the Parties), in each case, which terms must be acceptable to each Party in their respective discretion. The Parties agree to negotiate in good faith to reach agreement on a shareholders’ agreement (the “Shareholders’ Agreement”) that would, among other things, govern the relationship of the shareholders in Holdco following the Closing, and that would contain provisions customary for transactions of this type.

Section 1.05. Debt Financing.

(a) The Parties agree and acknowledge that the Merger Agreement may include customary provisions regarding the Parties’ and Target’s cooperation with respect to debt financing but shall not include, as a condition to Closing, any debt financing condition. The Parties shall use best efforts to arrange debt financing (“Debt Financing”) for the Target to be implemented at or following the Closing in the quantum, type and terms as jointly determined by the Parties. The Parties shall work together and cooperate in good faith in connection with arranging the Debt Financing. The Parties shall coordinate with banks and other financing sources identified by themin connection with the Debt Financing (the “Financing Banks”), and each Party shall provide such assistance in connection with arranging the Debt Financing as may be reasonably requested by such Financing Banks or any other Party.

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(b) Each of the Parties shall (i) furnish the Financing Banks with financial and other pertinent information as may be reasonably requested by the Financing Banks as promptly as practicable, including all financial statements, business plans, forecasts and projections, and financial and other data of the type and form customarily required to consummate the facilities contemplated by the Debt Financing, subject to appropriate confidentiality undertakings, (ii) assist with the preparation of materials for bank information memoranda and similar documents required in connection with the Debt Financing, and (iii) take all corporate actions reasonably requested by the Financing Banks to permit the consummation of the Debt Financing, including the facilitation of the pledging of collateral and, in connection therewith, executing and delivering any pledge and security documents, other definitive financing documents or other certificates, or documents as may be requested by the Financing Banks, provided that nothing in this Section 1.05 shall be construed to create any obligation on the part of (x) any Founder Party or (y) the Existing Shareholders or any of their Affiliates, to pledge any collateral in connection with the Debt Financing.

Section 1.06. Holdco Ownership. Unless the Parties otherwise agree, prior to the execution of the Merger Agreement, the Parties shall incorporate Holdco and shall cause Holdco to incorporate Merger Sub. The Parties shall agree in good faith the memorandum and articles of association of Holdco and Merger Sub, and the memorandum and articles of association of Merger Sub upon the Closing shall become the form of the memorandum and articles of association of the Surviving Company. The relative ownership of Holdco by the Parties will be based on their relative capital contributions to Holdco (with each Rollover Share being valued at the Merger Consideration), unless otherwise agreed among the Parties; it being understood that each Party’s ownership of Holdco shall not be less than its Respective Proportion (subject to any dilution agreed to by the Parties in connection with the granting of Holdco equity incentive awards, if any, to employees of the Target in connection with the Transaction). For the avoidance of doubt, the Parties agree that the obligation of each Partyto purchase and pay for any Holdco shares to be purchased by them shall be subject to the satisfaction or waiver of the various conditions to the obligations of Holdco and Merger Sub to be set forth in the Merger Agreement.

Article II

INFORMATION SHARING AND ROLES; ADVISORS; APPROVALS

Section 2.01. Information Sharing and Roles. (a)Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (i) complying with any information delivery or other requirements (including confidentiality agreements with the Target) entered into by Holdco, a Party or an Affiliate of a Party and shall not, and shall direct that its Representatives do not, cause (by their action or omission) any other Party to breach such agreements or obligations, (ii) executing any confidentiality agreements reasonably required by the Target, (iii) permitting each other Party to conduct such diligence with respect to the Target as such other Party may reasonably require, and (iv) conducting negotiations with the Special Committee, its advisors and other parties in connection with the Transaction and in coordination with each other. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation MA of the Exchange Act) without their joint consent.

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(b) The Parties shall work together in good faith to agree on necessary public statements about their intentions in relation to the Target. The issuance of any such public statement shall be subject to the approval process and terms of Section 7.01.

Section 2.02. Appointment of Advisors.

(a) All joint Advisors, and the scope and other terms of such Advisors’ engagement, to Holdco and/or the Parties in connection with the Proposal and the Transaction shall be mutually satisfactory to each Party. The Parties acknowledge and agree that (i) Loeb & Loeb LLP has been engaged as international legal counsel to provide international legal services to the Consortium in connection with the Proposal and the Transaction and (ii) Walkers has been engaged as Cayman Islands legal counsel to provide Cayman Islands legal services to the Consortium in connection with the Proposal and the Transaction. The foregoing appointment does not limit the right of the Parties to appoint additional joint Advisors to perform any function agreed by the Parties on behalf of Holdco and/or the Parties.

(b) If a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, it may retain other Advisors to advise it. Any Party which engages any separate Advisors shall provide prior notice to the other Parties of such engagement together with an estimate of fees and expenses of such Advisors. Loeb & Loeb LLP has been engaged as international legal counsel to provide international legal services to the Founders in connection with the Proposal and the Transaction. Subject to Section 3.01(a) in respect of a Financial Due Diligence Advisor, any Party which engages any separate Advisors shall be solely responsible for the fees and expenses of any such separate Advisors, unless the scope and engagement terms of such separate Advisors have been approved by the other Parties in writing (such approval not to be unreasonably withheld or delayed).

Article III

TRANSACTION COSTS

Section 3.01. Expenses and Fee Sharing. (b) If the Transaction is consummated then, at or immediately following the Closing, the Surviving Company shall reimburse the Parties for, or pay on behalf of the Parties, all of their and the Consortium’s out-of-pocket costs and expenses incurred prior to the Closing in connection with (i) the negotiation, delivery and execution of this Agreement, the Merger Agreement, any Debt Financing documentation and the other Documentation, (ii) the retention by the Consortium or a Party of a financial due diligence advisor (a “Financial Due Diligence Advisor”), and (iii) any actions taken in accordance with the terms of the Documentation, including regulatory filings made or to be made pursuant to the Merger Agreement, including, without limitation, in each case, the reasonable fees, expenses and disbursements of Advisors retained by the Parties or the Consortium (including any separate Advisors who have been approved by the Parties in accordance with Section 2.02(b)) incurred in connection with the foregoing and, subject to Section 4.01, incurred in connection with any Claims paid by any Party (other than as a result of the fraud, willful misconduct or breach of this Agreement by such Party).

(b) Subject to the provisions of Section 4.01, if the Transaction is terminated or this Agreement is terminated with respect to any Party prior to the closing of the Transaction pursuant to ARTICLE VI hereof without any breach by any Party, the Parties agree to share, ratably based on each Party’s Respective Proportion, reasonable out-of-pocket costs and expenses payable by the Consortium in connection with the Transaction incurred prior to the termination of this Agreement, including any fees and expenses payable to the Advisors (including any separate Advisors who have been approved by the Parties in accordance with Section 2.02(b)).

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(c) Each Party shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable to Holdco or Merger Sub by the Target pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

Article IV

LIMITATION OF LIABILITY

Section 4.01. Limitation of Liability. The obligations of each Party under this Agreement are several (and not joint or joint and several) and, except as set forth in Section 3.01(a), each Party’s obligation for fees and costs pursuant to Article III is capped at such Party’s Respective Proportion. If a Claim has arisen as a result of the fraud, willful misconduct or breach of this Agreement by a Party, then Liability for such Claim will rest solely with such Party.

Article V

EXCLUSIVITY

Section 5.01. Exclusivity Period. During the Exclusivity Period each Party shall:

(a) and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) prepare and submit to the Target the Merger Agreement; (iii) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (iv) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction;

(b) not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than, in the case of the Founders, pursuant to equity incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b);

5

(c) immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and

(d) notify the other Party promptly if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of the approach or communication, and promptly provide copies of any such written Competing Proposal.

Article VI

TERMINATION

Section 6.01. Failure to Agree; Mutual Termination.

(a) If the Parties, after good faith endeavors to pursue the Transaction in compliance with the other sections of this Agreement, are unable to agree either (i) as between themselves upon the material terms of the Transaction or (ii) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the Target, then (A) a Party may cease its participation in the Transaction upon prior written notice to the other Parties; and (B) this Agreement shall terminate with respect to such withdrawing Party thereafter, following which the provisions of Section 6.02 will apply.

(b) This Agreement shall terminate at any time upon the mutual written agreement of each Party.

Section 6.02. Effect of Termination. Upon termination of this Agreement with respect to a Party under this ARTICLE VI, ARTICLE III (Transaction Costs), ARTICLE IV (Limitation of Liability), ARTICLE V (Exclusivity), ARTICLE VI (Termination), Section 7.02 (Confidentiality), ARTICLE VIII (Notices) and ARTICLE X (Miscellaneous) shall continue to bind such Party and such Party shall be liable under ARTICLE III for its pro rata portion of any expenses for which it is obligated under Section 3.01(b) incurred prior to the termination of this Agreement with respect to such Party. The Parties shall otherwise not be liable to each other in relation to this Agreement, other than in respect of a breach of this Agreement occurring prior to termination.

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Article VII

ANNOUNCEMENTS AND CONFIDENTIALITY

Section 7.01. Announcements. No announcements regarding the subject matter of this Agreement shall be issued by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed, except to the extent that any such announcements are required by law, a court of competent jurisdiction, a regulatory body or international stock exchange (but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to the extent reasonably practicable).

Section 7.02. Confidentiality. (c)Except as permitted under Section 7.03, each Party shall not, and shall direct that its Representatives do not, without the prior written consent of the other Parties, disclose any Confidential Information received by it (the “Recipient”) from any other Party (the “Discloser”). Each Party shall not and shall direct its Representatives not to, use any Confidential Information for any purpose other than for the purposes of this Agreement or the Transaction.

(b) Subject to Section 7.02(c), the Recipient shall safeguard and return to the Discloser any Confidential Information which falls within paragraph (a) of the definition of Confidential Information, on demand, or in the case of electronic data (other than any electronic data stored on the back-up tapes of the Recipient’s hardware), destroy at the option of the Recipient, any Confidential Information contained in any material in its or its Representatives’ possession or control.

(c) Each Party may retain in a secure archive a copy of the Confidential Information referred to in Section 7.02(b) if the Confidential Information is required to be retained by such Party for regulatory purposes or in connection with a bona fide document retention policy.

(d) Each Party acknowledges that, in relation to Confidential Information received from the other Party, the obligations contained in Section 7.02(a) shall continue to apply for a period of twenty-four (24) months following termination of this Agreement unless otherwise agreed in writing.

Section 7.03. Permitted Disclosures. A Party may make disclosures (a) to those of its Representatives as such Party reasonably deems necessary to give effect to or enforce this Agreement (including, with respect to the Existing Shareholders, potential sources of capital) but only on a confidential basis; (b) if required by law or a court of competent jurisdiction, the SEC, Nasdaq or another regulatory body or international stock exchange having jurisdiction over a Party or pursuant to whose rules and regulations such disclosure is required to be made, but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to the extent reasonably practicable; or (c) if the information is publicly available other than through a breach of this Agreement by such Party or its Representatives.

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Article VIII

NOTICES

Section 8.01. Notices. Any notice, request, instruction or other document to be given hereunder by any Party to another Party shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by overnight courier or electronic mail:

If to the Founder Parties:

Ms. Julia Huang
Mr. Shawn Ding
4th Floor-A, GeHua Building 

No.1 Qinglong Hutong, Dongcheng District

Beijing, 100007, PR China

with a copy to:

Loeb & Loeb LLP
Suite 4301, Tower C, 

Beijing Yintai Center

2 Jianguomenwai Dajie,

Chaoyang District

Beijing 100022, PR China

Attention: Roger Peng

If to each Existing Shareholder:

At the address maintained on the books and records of the Target.

or to such other address as such Party may hereafter specify for the purpose by notice to the other Party hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

Article IX

REPRESENTATIONS AND WARRANTIES

Section 9.01. Representations and Warranties. Each Party hereby represents and warrants to the other (on behalf of such Party only) that (a) it has the requisite power and authority or, in the case of the Founders, the legal capacity and right to execute, deliver and perform this Agreement, (b) except in the case of the Founders, the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such person and no additional proceedings are necessary to approve this Agreement, and (c) this Agreement has been duly executed and delivered by the Founders and the other Parties and constitutes a valid and binding agreement enforceable against each such Party in accordance with the terms hereof. Each Party further represents and warrants to the other (on behalf of such Party only) that (i) its execution, delivery and performance (including the provision and exchange of information) of this Agreement will not (A) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract or agreement to which such person is a party or by which such person is bound or office such person holds; (B) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such person or any of the properties or assets of such person; or (C) result in the creation of, or impose any obligation on such person to create, any lien, charge or other encumbrance of any nature whatsoever upon such person’s properties or assets and (ii) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Party.

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Section 9.02. Target Ordinary Shares. Each Partyrepresents and warrants that (i) as of the date of this Agreement, suchPartyand its Affiliateshold of record (free and clear of any encumbrances or restrictions) the number of outstanding Target Ordinary Shares set forth under the heading “Shares Held of Record” corresponding to their names on Schedule A, (ii) as of the date of this Agreement, such Partyand its Affiliates hold (free and clear of any encumbrances or restrictions) the other Securities of Target set forth under the heading “Other Securities” corresponding to its names on Schedule A, (iii) such Partyor its Affiliates, as applicable, has the sole right to control the voting and disposition of the Target Ordinary Shares and any other Securities of Target held by it, and (iv) as of the date of this Agreement, such Partyor its Affiliates, as applicable, (A) owns the additional Securities of Target set forth under the heading “Additional Securities Beneficially Owned” corresponding to their names on Schedule A, and (B) does not directly or indirectly own any Target Ordinary Shares or other Securities of Target, other than the Securities set forth on Schedule A corresponding to their names. For purposes of this Section 9.02(b), “owns” means any Partyor any of its Affiliates, as the case may be, (x) is the record holder of such security or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

Section 9.03. Separate Representations and Warranties. Each representation and warranty in Section 9.01 and Section 9.02 is a separate representation and warranty. The interpretation of any representation and warranty may not be restricted by reference to or inference from any other representation and warranty.

Section 9.04. Reliance. Each Party acknowledges that the other Parties have entered into this Agreement on the basis of and reliance upon (among other things) the representations and warranties in Section 9.01 and Section 9.02 and have been induced by them to enter into this Agreement.

Article X

MISCELLANEOUS

Section 10.01. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to its subject matter.

Section 10.02. Further Assurances. Each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

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Section 10.03. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

Section 10.04. Amendments; Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by the Parties. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the Party against whom the enforcement of such waiver, discharge or termination is sought. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 10.05. Language. The official text of this Agreement and any notices given or made hereunder shall be in English.

Section 10.06. Assignment; No Third Party Beneficiaries. Other than as provided herein, the rights and obligations of each Party shall not be assigned without the prior consent of the other Party; provided, however, any Partymay assign its respective rights and obligations under this Agreement, in whole or in part, to any affiliated investment funds of suchParty, any limited partners or investment vehicles of suchPartyor such funds (other than any portfolio companies of such Party or such funds) and, subject to the consent of the other Parties (not to be unreasonably withheld or delayed), any other co-investors of such Party (as the case may be), but no such assignment shall relieve any Partyfrom any of their respective obligations hereunder. This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the Parties. Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any person, other than the Parties and their heirs, successors, legal representatives and permitted assigns, any rights, benefits, claims or remedies whatsoever under or by reason of this Agreement or any provision hereof.

Section 10.07. No Partnership or Agency. The Parties are independent and nothing in this Agreement constitutes a Party as the trustee, fiduciary, agent, employee, partner or joint venturer of the other Party.

Section 10.08. Counterparts. This Agreement may be executed in counterparts and all counterparts taken together shall constitute one document. This Agreement shall not be effective until each Party has executed at least one counterpart.

Section 10.09. Governing Law. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of New York without regard to the conflicts of laws principles thereof (other than Section 5-1401 of the General Obligations Law and any successor provision thereto). Subject to Section 10.10, each of the Parties hereby agrees that any and all disputes or claims arising out of or relating to this Agreement shall be exclusively referred to and finally resolved by arbitration under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong and the language of the arbitration shall be English. The Tribunal shall have no authority to award punitive or other punitive-type damages.

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Section 10.10. Remedies. Without prejudice to the rights and remedies otherwise available to any Party, including the right to claim money damages for breach of any provision hereof, any Party may bring an action for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement.

Article XI

DEFINITIONS AND INTERPRETATION

Section 11.01. Definitions. In this Agreement, unless the context requires otherwise: -

“ADSs” means the American Depositary Shares of the Target, each of which currently represents three Target Ordinary Shares.

“Advisors” means the legal, accounting, banking and other advisors and/or consultants of the Consortium, Holdco, the Parties and/or a Party, as the case may be, appointed in connection with the Transaction.

“Affiliate” means, with respect to any person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such specified person and “Affiliates” shall be construed accordingly.

“Agreement” means this Consortium Agreement, as amended, modified or supplemented from time to time in accordance with its terms.

“Arbitrator” has the meaning given in Section 10.09.

“Business Day” means any day (other than a Saturday or a Sunday) on which banks generally are open in the People’s Republic of China, Hong Kong and in New York, New York, for the transaction of normal banking business.

“Claim” means a claim against any one or more of the Parties arising from or relating to the Transaction in respect of which a Party is, or is sought to be, made liable to pay any sum of money to any person other than a Party (or any of their respective Affiliates), whether on a joint and several basis or on any other basis.

“Closing” means the consummation of the Transaction.

“Competing Proposal” means a proposal, offer or invitation to the Company, any of the Parties or any of their respective Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

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“Confidential Information” includes (a) all written, oral or other information obtained in confidence by one Party from any other Party in connection with this Agreement or the Transaction, unless such information is already known to such Party or to others not known by such Party to be bound by a duty of confidentiality or such information is or becomes publicly available other than through a breach of this Agreement by such Party and (b) the existence or terms of, and any negotiations or discussions relating to, the Proposal.

“Control” means the possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities, contract or otherwise.

“Debt Financing” has the meaning given in Section 1.05(a).

“Discloser” has the meaning given in Section 7.02(a).

“Documentation” means the documentation required to implement the Transaction, including the Proposal, the Merger Agreement, the Shareholders’ Agreement, Debt Financing documents, filings with the SEC and other governmental agencies, and ancillary documentation, in each case, in the form to be agreed by the Parties.

“Exchange Act” has the meaning given in the recitals.

“Exclusivity Period” means the period beginning on the date hereof and ending on the first to occur of (a) the date six (6) months after the date hereof and (b) the mutually agreed termination of this Agreement pursuant to Section 6.01(b).

“Existing Shareholders” has the meaning given in the preamble.

“Financial Due Diligence Advisor” has the meaning given in Section 3.01(a).

“Financing Banks” has the meaning given in Section 1.03.

“Founder” has the meaning given in the preamble.

“Founders” has the meaning given in the preamble.

“Founder Parties” has the meaning given in the preamble.

“Founder Vehicles” has the meaning given in the preamble.

“Holdco” has the meaning given in the recitals.

“ICC” has the meaning given in Section 10.09.

“Liability” means a liability to pay a sum of money arising pursuant to a Claim (which sum is deemed to include all legal and other costs, damages, losses and expenses incurred in connection with (or arising directly or indirectly from) defending, disputing or otherwise dealing with any such Claim) where the liability arises from a judgment given by a court of competent jurisdiction, the final decision given in any binding arbitration proceedings or the agreed settlement of the Claim.

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“Merger” has the meaning given in the recitals.

“Merger Agreement” has the meaning given in the recitals.

“Merger Consideration” has the meaning given in the recitals.

“Merger Sub” has the meaning given in the recitals.

“Nasdaq” has the meaning given in the recitals.

“Parties” has the meaning given in the preamble.

“Proposal” has the meaning given in the recitals.

“Recipient” has the meaning given in Section 7.02.

“Representative” of a Party means such Party’s officers, managers, directors, general partners, employees, outside counsel, accountants, consultants, financial advisors, potential sources of equity or debt financing (and their respective counsel).

“Respective Proportion” means, with respect to a Party, the proportion that such Party’s (and its Affiliates) planned equity participation in Holdco bears to the aggregate amount of all of the Parties’ (and their respective Affiliates) planned equity participation in Holdco.

“Rollover Shares” has the meaning given in the recitals.

“Rules” has the meaning given in Section 10.09.

“SEC” means the United States Securities and Exchange Commission.

“Securities” means (a) any ADSs, (b) any shares in the Target, and (c) any warrants, options and any other securities which are convertible into or exercisable for ADSs or shares in the Target.

“Shareholders’ Agreement” has the meaning given in Section 1.04.

“Special Committee” means a special committee of independent directors of the Target that will be established to be responsible for, among other matters, negotiating the terms of the Transaction.

“Surviving Company” has the meaning given in the recitals.

“Target” has the meaning given in the recitals.

“Target Ordinary Shares” has the meaning given in the recitals.

“Transaction” has the meaning given in the recitals.

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“Transfer” has the meaning given in Section 5.01(b).

“Tribunal” has the meaning given in Section 10.09.

Section 11.02. Statutory Provisions. All references to statutes, statutory provisions, enactments, directives or regulations shall include references to any consolidation, reenactment, modification or replacement of the same, any statute, statutory provision, enactment, directive or regulation of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time.

Section 11.03. Recitals and Schedules. References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the Parties are references respectively to the Parties and their legal personal representatives, successors and permitted assigns.

Section 11.04. Meaning of References. In this Agreement, unless the context requires otherwise:

(a) words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

(b) references to a “person” shall include any individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality. References to a “company” shall be construed so as to include any company, corporation or other body corporate wherever and however incorporated or established;

(c) references to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation;

(d) any reference to “writing” or “written” includes any method of reproducing words or text in a legible and non-transitory form;

(e) references to any document (including this Agreement) are references to that document as amended, consolidated, supplemented, novated or replaced from time to time;

(f) references to “US$” are to the lawful currency of the United States of America, as at the date of this Agreement; and

(g) references to “Target Ordinary Shares” shall include Target Ordinary Shares represented by ADSs.

Section 11.05. Headings. Section and paragraph headings and the table of contents are inserted for ease of reference only and shall not affect construction.

Section 11.06. Negotiation of the Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date first written above.

/s/ Julia Huang
Julia Huang
/s/ Shawn Ding
Shawn Ding
SOUTHLEAD TECHNOLOGY LIMITED
By:	/s/ Julia Huang
Name:	Julia Huang
Title:	Director
MORAL KNOWN INDUSTRIAL LIMITED
By:	/s/ Shawn Ding
Name:	Shawn Ding
Title:	Director
INTERVISION TECHNOLOGY LTD.
By:	/s/ Lucy Li
Name:
Title:
LINGYUAN FURONG INVESTMENT MANAGEMENT CO., LTD.
By:	/s/ HKK
Name:
Title:

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MLP HOLDINGS LIMITED
By:	/s/ Lucy Li
Name:
Title:
NEW VALUE TECHNOLOGY LIMITED
By:	/s/ Lucy Li
Name:
Title:
/s/ Ellen Huang
Ellen Huang and families
/s/ Gegeng Tana
Gegeng Tana
/s/ Mei Yixin
Mei Yixin
/s/ Pan Zhixin
Pan Zhixin

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SCHEDULE A

Existing Share Ownership

	Target Ordinary Shares			Other Securities			Additional Securities Beneficially Owned
Julia Huang		423,000	(1)		2,093,780	(2)		0
Shawn Ding		890,370	(3)		2,235,380	(4)		0
InterVision Technology Ltd.		1,825,634			0			0
Lingyuan Furong Investment Mgmt Co., Ltd.		1,620,000			0			0
MLP Holdings Limited		2,000,000			0			0
New Value Technology Limited		1,516,267			0			0
Ellen Huang and families		24,000			0			0
Gegang Tana		17,907			0			0
Mei Yixin		3,000			110,000	(5)
Pan Zhixin		18,786			126,000	(6)		0
TOTAL:		8,338,964			4,565,160			0

(1) Includes 33,000 ordinary shares held by Julia Huang and 390,000 ordinary shares held through South Lead Technology Limited.

(2) Held through South Lead Technology Limited issuable to Julia Huang underlying stock options and restricted share units exercisable within 60 days.

(3) Includes 75,210 ordinary shares held by Shawn Ding and 815,160 ordinary shares held through Moral Known Industrial Limited.

(4) Held through Moral Known Industrial Limited issuable to Shawn Ding underlying stock options and restricted share units exercisable within 60 days.

(5) Held by Mei Yixin issuable to Mei Yixin underlying stock options exercisable within 60 days.

(6) Held by Pan Zhixin issuable to Pan Zhixin underlying stock options exercisable within 60 days.

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SCHEDULE B

The Proposal

EX-99.3

Exhibit 3

FIRST AMENDMENT TO

CONSORTIUM AGREEMENT

THIS FIRST AMENDMENT TO CONSORTIUM AGREEMENT (“Amendment”) is made and entered into as of December 5, 2013 by and among the Founder Parties and the Existing Shareholders with reference to the following:

A.           On August 16, 2013, the Parties entered into that certain Consortium Agreement (the “Agreement”).

B.           The Consortium was formed to undertake the Transaction to acquire the Target which would result in a delisting of the Target from Nasdaq and deregistering of the Target under the Exchange Act.

C.           The Parties wish to admit McGraw-Hill Global Education Intermediate Holdings, LLC (“McGraw-Hill”), Weblearning Company Limited (“WCL”) and Guo Young (“Young”) as additional members to the Consortium and to make further modifications to the Agreement in connection with their support of the Transaction.

D.           In accordance with Section 10.04 of the Agreement, the Parties desire amend the Agreement as more particularly set forth below.

NOW, THEREFORE, in consideration of the premises and the agreements, conditions and covenants contained herein, the Parties hereby agree as follows:

1.           Defined Terms.  All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

2.           Additional Consortium Members.  In accordance with Section 1.03 of the Agreement, the Parties agree to admit McGraw-Hill, WCL and Young as additional members to the Consortium. On the date of the Amendment, McGraw-Hill, WCL and Young shall execute a deed of adherence in the form attached hereto as Exhibit I.

3.           Schedule A. Schedule A to the Agreement shall be deleted and replaced in its entirety with a new Schedule A attached hereto.

4.           Amendment of Article I of the Agreement. Article I of the Agreement is hereby amended by adding the following as a new section at the end thereof:

“Section 1.07.  Merger Agreement. The Founder Parties and the Existing Shareholders acknowledge and agree that the Founder Parties, from and after the execution of the Merger Agreement, shall provide McGraw Hill with two (2) Business Days written notice (the “Amendment Notice”) prior to, directly or indirectly, amending, supplementing or modifying, or waiving any term or condition or granting any consent under, the Merger Agreement.

5.           Amendment of Section 2.01 of the Agreement. Section 2.01 of the Agreement is hereby amended by adding the following as a new subsection (c) and (d) at the end thereof:

“(c) The Founding Parties acknowledge and agree that the Founding Parties shall provide a copy of any notices, requests, claims, demands or any other communications received by the Founding Parties, Holdco or Merger Sub in connection with the Merger Agreement to each of the other Parties immediately upon receipt thereof.”

“(d) The Founding Parties acknowledge and agree that the Founding Parties shall provide McGraw Hill a reasonable opportunity to review and comment upon (i) the proxy statement to be sent to the shareholders of the Target in connection with its extraordinary general meeting to consider and vote upon the approval of the Merger Agreement and the Merger or the Rule 13e-3 Transaction Statement on Schedule 13E-3, or any amendments or supplements thereto, in each case, to the extent that such documents reference McGraw Hill, prior to filing the same with the SEC; provided, however, in no event shall the Target be required to accept any such comments to such documents filed with the SEC.”

6.           Amendment of Article III of the Agreement. Article III of the Agreement is hereby amended by adding the following as a new section at the end thereof:

“Section 3.02.  Withdrawal Expenses and Fee Sharing.  “(a) Notwithstanding anything to the contrary contained in this Agreement, in the event that McGraw Hill withdraws from the Consortium pursuant to Section 6.03, McGraw Hill shall only be required to pay its pro rata portion of any reasonable out-of-pocket costs and expenses payable by the Consortium in connection with the Transaction incurred between the date hereof and the date of McGraw Hill’s withdraw from the Consortium.”

7.           Amendment of Article VI of the Agreement. Article VI of the Agreement is hereby amended by adding the following as a new section at the end thereof:

“Section 6.03.  Withdrawal Rights.

“(a) Upon receipt of the Amendment Notice, McGraw Hill shall have the right to withdraw from the Consortium for a period of two (2) Business Days (the “Withdrawal Period”). If no notice of withdrawal (whether by e-mail, telephone or facsimile (in each case, with a confirmatory notice sent by an internationally recognized overnight courier service) is received by the Founding Parties prior to the expiration of the Withdrawal Period, McGraw Hill shall be deemed to have waived its right of withdrawal.

(b) In the event that McGraw Hill withdraws from the Consortium pursuant to Section 6.03(a), this Agreement shall terminate with respect to McGraw Hill immediately upon such withdrawal.

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(c) In the event that (i)(A) the Merger Agreement is amended, supplemented or modified, or any term or condition is waived or any consent is granted under the Merger Agreement, and (B) the Founder Parities fail to provide McGraw Hill with the Amendment Notice in compliance with Section 1.07 and (ii) the Merger is consummated, the Parties (other than McGraw Hill) shall, or shall cause Holdco to, purchase, at the sole option of McGraw Hill, each of the ordinary shares of Holdco (or such other securities received by McGraw Hill in exchange for the Rollover Shares contributed to Holdco) owned or beneficially owned by McGraw Hill for the per share Merger Consideration within ten (10) Business Days of receipt of the written notice from McGraw Hill requesting the purchase of its ordinary shares of Holdco as McGraw Hill’s sole and exclusive remedy for any breach or non-compliance by the Founder Parties with Section 1.07. McGraw Hill’s right to exercise its remedy set forth in this Section 6.03(c) shall terminate ten (10) Business Days following the consummation of the Merger.”

8.           Amendment of Article X of the Agreement. Article X of the Agreement is hereby amended by adding the following as a new section at the end thereof:

“Section 10.11.  Board Representation.  Promptly following the Closing of the Transaction, McGraw-Hill shall have the right to designate one or more directors (rounded to the nearest whole number) to Board of Directors of each of Holdco and the Surviving Company, and, in each case, each committee thereof, if any, as is proportionate to McGraw-Hill’s equity ownership in Holdco.”

9.           Amendment of Section 11.01 of the Agreement. Section 11.01 of the Agreement is hereby amended by adding the following the following definitions:

“Amendment Notice” has the meaning given in Section 1.07.

“Business Day” means any day other than a Saturday or Sunday or a day on which banks are required to close in New York, the Cayman Islands, Hong Kong or the People’s Republic of China excluding, for the purposes of this Agreement only, the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

“Withdrawal Period” has the meaning given in Section 6.03(a).

10.           Full Force and Effect.  Each Party shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Amendment. Except as amended hereby, the Agreement shall remain unaltered and in full force and effect.

11.           Conflict. In the event there is a conflict between the Agreement and this Amendment, the terms of this Amendment shall control.

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12.           Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which, taken together, shall constitute but one and the same instrument.

13.           Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank; signatures follow]

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered as of the date first written above.

/s/ Julia Huang

Julia Huang

/s/ Shawn Ding

Shawn Ding

SOUTH LEAD TECHNOLOGY LIMITED
By:	/s/ Julia Huang
Name:	Julia Huang
Title:	Director

MORAL KNOWN INDUSTRIAL LIMITED
By:	/s/ Shawn Ding
Name:	Shawn Ding
Title:	Director

INTERVISION TECHNOLOGY LTD.
By:	/s/
Name:
Title:

LINGYUAN FURONG INVESTMENT MANAGEMENT CO., LTD.
By:	/s/
Name:
Title:

MLP HOLDINGS LIMITED
By:	/s/
Name:
Title:

              

NEW VALUE TECHNOLOGY LIMITED
By:	/s/
Name:
Title:

            

/s/ Ellen Huang

Ellen Huang and families

/s/ Gegang Tana

Gegeng Tana

          

/s/ Mei Yixin

Mei Yixin

/s/ Pan Zhixin

Pan Zhixin

             

/s/ Guo Young

Guo Young

EXHIBIT I

Deed of Adherence

By this deed McGraw-Hill Global Education Intermediate Holdings, LLC (“McGraw-Hill”) Weblearning Company Limited (“WCL”) and Guo Young hereby agree that as and with effect from the date hereof, they will observe, perform and be fully bound by and assume the benefit of the provisions of the Consortium Agreement, dated August 16, 2013 made by and between Julia Huang, Shawn Ding, South Lead Technology Limited, Moral Known Industrial Limited and the Existing Shareholders named therein, as amended on December 5, 2013 by the Founder Parties and the Existing Shareholders (the “Consortium Amendment”) in all respects as if they were a party to the Consortium Agreement and were referred to therein as an Existing Shareholder.

MCGRAW-HILL:
For and on behalf of McGraw-Hill Global Education Intermediate Holdings, LLC
By:	/s/ David Stafford
Name:	David Stafford

WCL:
For and on behalf of Weblearning Company Limited
By:	/s/
Name:

GUO YOUNG

/s/ Guo Young

SCHEDULE A

Existing Share Ownership

	Target Ordinary Shares	Other Securities(1)	Additional Securities Beneficially Owned
Julia Huang	33,000	0	0
South Lead Technology Limited	540,000	1,943,780
Shawn Ding	75,210	0	0
Moral Known Industrial Limited	965,160	2,085,380
InterVision Technology Ltd.	1,749,635	0	0
Lingyuan Furong Investment Mgmt Co., Ltd.	1,620,000	0	0
MLP Holdings Limited	2,000,000	0	0
New Value Technology Limited	1,516,267	0	0
McGraw-Hill Global Education Intermediate Holdings, LLC	3,377,337	(2)	0
Weblearning Company Limited	718,359	0	0
Ellen Huang and families	24,000	0	0
Guo Young	75,999	0	0
Gegang Tana	17,907	0	0
Mei Yixin	3,000	220,000	0
Pan Zhixin	18,786	126,000	0
TOTAL:	12,734,660	4,375,160	0

(1) Constitutes ordinary shares underlying stock options and restricted share units exercisable within 60 days.

(2) McGraw-Hill owns an additional 1,392,900 ordinary shares that will be sold for cash on the same terms offered to the Target’s public shareholders at the Closing of the Transaction.