Unassociated Document

Exhibit 99.1

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on September 1, 2010

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Dear Shareholder:

You are cordially invited to attend the 2010 Annual General Meeting of Shareholders of ChinaEdu Corporation (the “Company”) to be held on Thursday, September 1, 2010, at 10:00 a.m. Beijing time, at

4th Floor-A, GeHua Building No. 1 QinglongHutong,

Dongcheng District, Beijing, People’s Republic of China 100007

for the following purposes:

	1.	To elect two Directors to serve in accordance with the Articles of Association of the Company;

	2.	To approve the annual report, Directors’ report and Auditor’s report for the period ended December 31, 2009;

	3.	To appoint Deloitte Touche Tohmatsu CPA Ltd. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010, and to authorize the Directors to fix their remuneration;

	4.	To approve certain amendment to subsection (1) of Article 87 of the Articles of Association of the Company, which will provide that at each annual general meeting one-fourth of the Directors (excluding the Chairman of the Board and/or the managing director) shall retire from office by rotation, and during any period from the date of an annual general meeting (including such date) to the date of the next annual general meeting (excluding such date), the total number of Directors who retire by rotation or are removed from office pursuant to Article 86(5) shall not be greater than one-third of the number of Directors; and

	5.	To transact such other business as may properly come before the Annual General Meeting or any adjournment or postponement of the meeting.

Only shareholders of record at the close of business on July 23, 2010 (the “Record Date”) will be entitled to notice of and to vote at the Annual General Meeting or any adjournments or postponements thereof.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY BY MAIL. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON, IF YOU DESIRE. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM THEM TO VOTE YOUR SHARES.

			By Order of the Board of Directors,

			/s/ Julia Huang

			JULIA HUANG
Beijing, People’s Republic of China July 30, 2010			Chairman and Chief Executive Officer

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PROXY STATEMENT

2010 ANNUAL GENERAL MEETING OF SHAREHOLDERS

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GENERAL INFORMATION

Why am I receiving this Proxy Statement?

This proxy statement is being furnished to you by and on behalf of the board of directors (the “Board of Directors” or “Board”) of ChinaEdu Corporation, a Cayman Islands company (the “Company”), in connection with the solicitation of proxies for use at the 2010 Annual General Meeting of Shareholders of the Company to be held at 10:00 a.m. Beijing time on Thursday, September 1, 2010 at the Company’s headquarters located at the GeHua Building, 4th Floor-A, No. 1 QinglongHutong, Dongcheng District, Beijing, People’s Republic of China 100007, for the purposes stated in the accompanying Notice of Annual General Meeting of Shareholders.

Who is entitled to vote at the Annual General Meeting?

Holders of record of our ordinary shares, par value $0.01 per share, at the close of business on July 23, 2010 (the “Record Date”), will be entitled to receive notice of and to vote at the Annual General Meeting or any adjournments or postponements thereof. Holders of our American Depositary Shares (“ADSs”), each representing three ordinary shares, should vote in the manner set forth below.

What are the voting rights of shareholders?

On a show of hands, each shareholder present in person or by proxy or, in the case of a shareholder that is a corporation, by its duly authorized representative, shall have one vote and on a poll, every member present in person or by proxy or, in the case of a shareholder that is a corporation, by its duly authorized representative, shall have one vote for each ordinary share registered in its name on the Record Date.

What will constitute a quorum at the Annual General Meeting?

The presence at the meeting, in person or by proxy, or, in the case of a shareholder that is a corporation, by its duly authorized representative, of two shareholders entitled to vote and representing not less than one-third in nominal value of the total issued voting shares in the Company will constitute a quorum to conduct business at the meeting.

How do I vote ordinary shares?

If you hold ordinary shares in your own name as a holder of record, you can vote either in person at the Annual General Meeting, or by completing and returning the accompanying proxy card. If your ordinary shares are held by a bank or broker, you should follow the instructions provided to you by the bank or broker. Although most banks and brokers now offer voting by mail, telephone and on the Internet, availability and specific procedures will depend on their voting arrangements.

How do I vote my shares that are represented by American Depositary Shares?

If your ordinary shares are represented by ADSs, you should follow the instructions provided to you by The Bank of New York, as depositary. A nominee of the depositary is the registered holder of the ordinary shares underlying your ADSs. You may instruct the depositary to vote the deposited securities in accordance with the instructions provided to you by The Bank of New York.