6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2011

Commission File Number: 001-33858

CHINAEDU CORPORATION

(Translation of registrant’s name into English)

ChinaEdu Corporation

4th Floor-A, GeHua Building,

QinglongHutong No 1, Dongcheng District

Beijing 100007, People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ               Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Note:Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨               No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

CHINAEDU CORPORATION

Form 6-K

CONTENTS

Signatures

Exhibit 99.1 – ChinaEdu Reports Third Quarter 2011 Results

SIGNATURES

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

CHINAEDU CORPORATION
By:	/s/ Julia Huang
	Name:	Julia Huang
	Title:	Chairman and Chief Executive Officer

Date: November 25, 2011

EXHIBIT INDEX

Exhibit No.	Description
99.1	ChinaEdu Reports Third Quarter 2011 Results

EX-99.1

CHINAEDU REPORTS THIRD QUARTER 2011 RESULTS

Quarterly Net Revenue Grows 12.7 Percent Year-Over-Year, Meeting High End of Company Guidance

Net Income Attributable to ChinaEdu per Diluted ADS is $0.056

BEIJING, CHINA – November 21, 2011 – ChinaEdu Corporation (NASDAQ: CEDU) (“ChinaEdu” or the “Company”), a leading online education services provider in China, today announced its unaudited financial results for the third quarter and nine months ended September 30, 2011.1

Key Quarterly Financial and Operating Data

· Total net revenue for the third quarter of 2011 was $17.9 million, a 12.7 percent increase from $15.8 million in the corresponding period in 2010, meeting the high end of Company guidance.

· Net revenue from online degree programs was $14.2 million, an increase of 12.5 percent from $12.6 million in the corresponding period of 2010.

· Net income attributable to ChinaEdu was $0.9 million.

· Adjusted net income attributable to ChinaEdu2 was $1.4 million.

· Net income attributable to ChinaEdu per diluted ADS3 was $0.056.

· Adjusted net income attributable to ChinaEdu per diluted ADS4was $0.081.

Julia Huang, chairman and chief executive officer of ChinaEdu commented, “Focusing on growth in our online degree programs continued to pay off this quarter with net revenue for the third quarter increasing 12.7 percent over the corresponding period in 2010 and meeting the high end of our quarterly revenue guidance. With a solid business in online degree programs, we continue to expand into other areas that leverage our core knowledge of interactive learning to find scalability, such as online tutoring programs. We continue to push to be the market leader in each of our divisions and we intend to maintain profitability through this period of investment to continue adding to our already strong track record of steady profitability since our IPO in 2007.”

Ms. Huang continued, “As we work towards our long-term goals, we are pleased to have Simon Mei aboard as our chief financial officer. Mr. Mei brings over nineteen years of professional experience in audit, accounting and financial operations and management and a strong Big Four background as well as experience with educational service providers. He has an in-depth understanding of the education industry in China and I am confident that he will make positive contributions to ChinaEdu.”

1 The reporting currency of the Company is RMB, but for the convenience of the reader, the amounts for the three and nine months ended on September 30, 2010 and September 30, 2011 are presented in U.S. dollars. Unless otherwise stated, all translations from RMB to U.S. dollars were made at the rate of RMB6.378 to $1.00, the noon buying rate in effect on September 30, 2011 in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or U.S. dollar amounts referred could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this earnings release. An explanation of the Company’s non-GAAP financial measures is included in the section entitled “Non-GAAP Financial Measures” below, and the related reconciliations to GAAP financial measures are presented in the accompanying financial statements.

2 “Adjusted net income attributable to ChinaEdu” is a non-GAAP measure defined as net income attributable to ChinaEdu excluding share-based compensation net of noncontrolling interest portion, and amortization of intangible assets and land use rights.

3 “ADS” is American Depositary Share. Each ADS represents three ordinary shares.

4 “Adjusted net income attributable to ChinaEdu per diluted ADS” is a non-GAAP measure which is computed using adjusted net income attributable to ChinaEdu over number of ADSs used in net income attributable to ChinaEdu per diluted ADS calculation.

1

Financial Results for the Third Quarter Ended September 30, 2011

Net Revenue

Total net revenue for the third quarter of 2011 was $17.9 million, a 12.7 percent increase from $15.8 million in the corresponding period in 2010. Net revenue from online degree programs for the third quarter of 2011 was $14.2 million, a 12.5 percent increase from $12.6 million for the corresponding period in 2010. The increase was primarily due to the continued expansion of the Company’s learning center network, with organic growth in revenue students enrolled in online degree programs contributing as well. As stated in our second quarter 2011 results, enrollment for 2011 Spring semester online degree programs was approximately 159,000 revenue students, a 1.3 percent increase from approximately 157,000 revenue students enrolled in the Spring 2010 semester.

As of September 30, 2011, ChinaEdu’s learning center network was providing online degree programs for 21 universities with 103 operational learning centers, of which 59 were proprietary centers5 and 44 were contracted centers6. This compares to 86 operational learning centers as of the end of the third quarter of 2010, of which 43 were proprietary and an equal number were contracted centers.

Net revenue from non-degree programs, including online tutoring programs, private primary and secondary schools and international and elite curriculum programs, in the third quarter of 2011 was $3.7 million, a 13.7 percent increase from $3.2 million in the third quarter of 2010. Of that, approximately $0.3 million was mainly attributable to increased student enrollment at our private school in Anqing. Recently, students at ChinaEdu’s private schools have done particularly well on college and high school entrance exams, increasing awareness of the schools and thereby driving higher enrollment numbers.

Cost of Revenue

Total cost of revenue for the third quarter of 2011 was $7.5 million, an increase of 28.8 percent, from $5.8 million in the corresponding period of 2010. Cost of revenue for online degree programs in the third quarter of 2011 was $5.0 million, an increase of 21.6 percent compared to $4.1 million in the corresponding period of 2010. Continued expansion of the Company’s learning center network, as well as spending related to the development of teacher training programs hosted by collaborative alliance university partners, drove the increase in cost of revenue for online degree programs.

Cost of revenue for non-degree programs in the third quarter of 2011 was $2.5 million, an increase of 45.8 percent from $1.7 million in the third quarter of 2010. The rise in cost was related to an increase in staff and rental costs associated with the expansion of international and elite curriculum programs as well as the further development of interactive and personalized learning products for online tutoring programs. There were also increased costs associated with the Anqing School, including continued increases in teaching staff costs and cafeteria costs related to a growing student body as well as an increased depreciation charge for the new campus.

Gross Profit and Gross Margin

Gross profit for the third quarter of 2011 was $10.4 million, compared to $10.1 million in the corresponding period of 2010. Total gross margin decreased to 58.2 percent, compared to 63.4 percent for the corresponding period in 2010. Gross margin for online degree programs decreased to 65.1 percent for the third quarter of 2011, compared to 67.7 percent in the corresponding period of 2010. The decrease in gross margin was primarily due to the expansion of our learning center network and was also due to increased costs associated with the development of our teacher training programs. In the future, we expect gross margin for online degree programs to continue to decrease somewhat as the percentage of total net revenue contributed by the Company’s learning center network increases. This is because the learning center network’s sales and service based model results in a higher cost of sales, whereas the traditional joint venture model is more operationally driven.

5 Proprietary centers refer to self-owned learning centers operated either under the Company’s own brand name or the brand name of a university pursuant to a licensing arrangement with that university.

6 Contracted centers refer to agreement with third party learning centers pursuant to which the Company only provides assistance applying for approval from provincial level education authorities as well as securing additional university online degree programs. In return, the Company receives a percentage of the tuition earned by these third party learning centers.

2

Gross margin for online tutoring programs decreased to 65.6 percent, down from 76.0 percent in third quarter of 2010, largely due to increased staff costs associated with the expansion of our interactive course offerings and the addition of more off-line personalized tutoring services. Gross margin for private schools decreased to 29.4 percent, compared to 34.2 percent in the corresponding period in 2010. The decrease was related to an increased depreciation charge for our Anqing School’s new campus as well as increased staff costs associated with a growing student body.

Having launched an entirely new program in our international division this fiscal year, gross margin for the international curriculum and elite programs was negative 20.0 percent for the third quarter of 2011, compared to positive 32.2 percent for the third quarter of 2010. This was primarily due to increases in staff costs and rental costs related to the expansion of new programs in this division.

Operating Expenses

Total operating expenses were $7.6 million in the third quarter of 2011, a 23.8 percent increase from $6.1 million for the corresponding period in 2010. As a percentage of net revenue, total operating expenses increased to 42.5 percent, compared to 38.7 percent in the corresponding period in 2010. The increase in total operating expenses was the result of the following:

· General and administrative expenses for the third quarter of 2011 were $3.7 million, an increase of 18.9 percent from $3.1 million for the corresponding period in 2010. As a percentage of net revenue, general and administrative expenses increased to 20.5 percent from 19.4 percent in the same period in 2010. Increased staff costs and rising costs associated with leased facilities were the primary reasons for the increase.

· Selling and marketing expenses were $2.2 million in the third quarter of 2011, an increase of 44.7 percent compared to $1.5 million for the corresponding period in 2010. As a percentage of net revenue, selling and marketing expenses increased to 12.5 percent, up from 9.8 percent in the same period in 2010. The increase in selling and marketing expenses were mainly related to growth in sales force headcount for online tutoring programs in Beijing and expenses related to promotional and branding activities on a national level.

· Research and development expenses for the third quarter of 2011 were $1.7 million, an increase of 12.2 percent from $1.5 million in the corresponding period in 2010. The increase was primarily attributable to an increase in research and development headcount in connection with upgrading learning management systems and enhancing courseware development, particularly for the development of interactive products. As a percentage of net revenue, the research and development expense was 9.5 percent in the third quarter 2011, a slight decrease from 9.6 percent in the same period of 2010.

· Share-based compensation for the third quarter of 2011, which is allocated to the related cost and operating expense line items, remained stable as $0.3 million, level with the corresponding period in 2010.

Income from Operations

Income from operations in the third quarter of 2011 was $2.8 million, a decrease of 28.4 percent compared to $3.9 million in the corresponding period of 2010. Operating margin decreased to 15.7 percent for the third quarter of 2011, compared to 24.7 percent in the corresponding period of 2010.

3

Adjusted income from operations, a non-GAAP measure defined as income from operations excluding share-based compensation, and amortization of intangible assets and land use rights, was $3.2 million for the third quarter of 2011, a decrease of 25.8 percent compared to $4.4 million in the corresponding period of 2010.

Adjusted operating margin, a non-GAAP measure defined as the ratio of adjusted income from operations (non-GAAP) over net revenue, for the third quarter of 2011 decreased to 18.2 percent, compared to 27.6 percent for the corresponding period of 2010.

Interest Income and Investment Income

Interest income and investment income for the third quarter of 2011 remained stable at $0.3 million, compared to $0.3 million for the corresponding quarter of 2010.

Income Tax Expense

In the third quarter of 2011, income tax expense was $0.5 million and the effective income tax rate was 14.2 percent, compared with an income tax expense of $0.7 million and effective income tax rate of 17.3 percent in same period of 2010.

Net Income Attributable to Non-controlling Interests

Net income attributable to non-controlling interests remained stable at $1.8 million in the third quarter of 2011, compared to $1.7 million in the corresponding period in 2010.

Net Income Attributable to ChinaEdu

Net income attributable to ChinaEdu, which is net income, excluding net income attributable to non-controlling interests, was $0.9 million in the third quarter of 2011, representing a decrease of 49.2 percent from $1.8 million in the corresponding period of 2010.

Net income attributable to ChinaEdu per basic and diluted ADS was $0.059 and $0.056, respectively, for the third quarter of 2011, as compared to $0.114 and $0.107, respectively, for the corresponding period in 2010.

Adjusted net income attributable to ChinaEdu (non-GAAP) was $1.4 million in the third quarter of 2011 compared to $2.3 million in the corresponding period of 2010. Adjusted net margin, a non-GAAP measure defined as the ratio of adjusted net income attributable to ChinaEdu (non-GAAP) over net revenue, was 7.6 percent in the third quarter of 2011, compared to 14.4 percent in the corresponding period of 2010.

Adjusted net income attributable to ChinaEdu per basic and diluted ADS (non-GAAP) was $0.086 and $0.081, respectively, for the third quarter of 2011, compared to $0.141 and $0.132, respectively, in the corresponding period of 2010.

Deferred Revenue

At the end of the third quarter of 2011, deferred revenue was $8.8 million, consisting of current deferred revenue in the amount of $7.1 million and non-current deferred revenue in the amount of $1.7 million. The majority of the balance of deferred revenue is comprised of private school and online tutoring program revenue. Private school revenue is received in September, but amortized over 6 or 12 months while online tutoring program revenue is received and mostly amortized over 12 months.

4

Cash and Cash Equivalents and Term Deposits

As of September 30, 2011, the Company reported cash and cash equivalents and term deposits of $48.5 million, which primarily consisted of cash, demand deposits with original maturity terms of three months or less, and term deposits with original maturity terms of greater than three months but less than one year.

Amounts Due from Related Parties

Amounts due from related parties, which represents cash owed to the Company by collaborative alliance partners, were $36.0 million as of September 30, 2011 as compared to $38.7 million as of December 31, 2010.

2011 Year-to-Date Financial Results

Net Revenue

For the nine months ended September 30, 2011, total net revenue was $49.4 million, which represented an increase of 9.5 percent over $45.1 million in the corresponding period in 2010. Net revenue from online degree programs for the first nine months of 2011 was $39.2 million, representing a 9.2 percent increase from $35.9 million in the corresponding period of 2010. Net revenue from non-online degree programs for the nine months ended September 30, 2011 was $10.2 million, compared to $9.2 million in 2010, a 10.8 percent increase. The growth in total net revenue is mainly the result of strong enrollment in our online degree programs both in the Fall semester of 2010 and Spring semester of 2011, particularly through our learning center network. Growth in net revenue from our Anqing School and our 101 online tutoring programs also contributed to the net revenue increase.

Cost of Revenue

For the nine months ended September 30, 2011, total cost of revenue was $20.6 million, an increase from $16.2 million for the corresponding period in 2010. Cost of revenue for online degree programs for the nine months ended September 30, 2011 was $13.8 million, an increase of 22.9 percent compared to $11.2 million in the corresponding period of 2010. The increase was primarily due to cost increases related to the expansion of the Company’s learning center network and increases in headcount across business lines.

Cost of revenue for non-online degree programs in the nine months of 2011 was $6.8 million, an increase of 37.3 percent compared to $5.0 million in the corresponding period of 2010. The increase was primarily attributable to an increase in teaching and recruiting costs related to the expansion of international and elite curriculum programs to meet market demand for study-abroad opportunities. The increase was also due to an increased depreciation charge at the Anqing School as well as additional headcount required to develop interactive and personalized learning products for online tutoring programs.

Gross Profit

Gross profit for the nine months ended September 30, 2011 was $28.8 million, a slight decrease of 0.4 percent compared with $28.9 million for the corresponding period in 2010. The decrease was primarily due to a decrease in gross margin for international and elite curriculum programs.

Income from Operations

Income from operations was $7.1 million for the nine months ended September 30, 2011, representing a decrease of 37.8 percent from $11.5 million for the corresponding period in 2010. Operating margin was 14.4 percent for the nine months ended September 30, 2011 compared to 25.4 percent for the corresponding period in 2010.

5

Adjusted income from operations (non-GAAP) was $8.4 million for the nine months ended September 30, 2011, representing a decrease of 33.5 percent, compared to $12.7 million in the corresponding period of 2010. Adjusted operating margin (non-GAAP) for the nine months ended September 30, 2011 was 17.1 percent, compared to 28.1 percent for the corresponding period in 2010.

Interest Income and Investment Income

Interest income and investment income increased 36.5 percent to $1.1 million in the nine months ended September 30, 2011, compared to $0.8 million for the correspondence period of 2010.

Income Tax Expense

Income tax expense for the nine months ended September 30, 2011 was $1.5 million, compared with $3.0 million for the correspondence period of 2010.

Net Income Attributable to Non-controlling Interests

Net income attributable to non-controlling interests was $4.6 million for the nine months ended September 30, 2011, an increase of 9.4 percent compared to $4.2 million in the corresponding period of 2010. The increase was primarily due to a non-controlling interest impact related to the increase in net income from online degree programs.

Net Income attributable to ChinaEdu

Net income attributable to ChinaEdu was $2.3 million for the nine months ended September 30, 2011, representing a decrease of 55.4 percent from $5.1 million for the corresponding period in 2010. Net margin was 4.6 percent for the nine months ended September 30, 2011, compared to 11.3 percent for the corresponding period in 2010.

Adjusted net margin was 7.1 percent for the nine months ended September 30, 2011, compared to 13.8 percent for the corresponding period of 2010. The decrease was primarily due to decreased net profit in the second and third quarter of 2011.

Fourth Quarter 2011 Guidance

ChinaEdu expects total net revenue in the fourth quarter of 2011 to range from RMB110 million to RMB115 million or $17.4 million to $18.0 million. This forecast reflects ChinaEdu’s current and preliminary view, which is subject to change.

Recent Developments –CFO Appointment

On November 3, 2011, the Company announced the appointment of Mr. Simon Mei as chief financial officer. Simon Mei joined ChinaEdu Corporation from Deloitte Touche Tohmatsu CPA Ltd., where he was a senior manager in assurance and advisory services in Beijing. Previously, Mr. Mei held senior manager and manager positions at Ernst & Young LLP and KPMG LLP respectively, during his nine years in Canada. His years of Big Four audit work included the execution of multiple IPO audits including companies in the education industry. Before going into audit, Mr. Mei was a finance and administrative manager in Beijing for Kennametal Ltd., a US$3 billion NYSE- listed company that manufactures metal cutting and mining products in China through its subsidiary Kennametal (China). There, he was responsible for financial reporting, strategic planning, treasury, risk management, investor and bank relations, corporate governance, taxation, audit and budgeting. Mr. Mei began his career as a corporate accountant for China Trust and Investment Corporation in Beijing, where he was responsible for financial reporting for this RMB20 billion financial institution. Mr. Mei holds a master’s degree in finance from Renmin University of China in Beijing and a bachelor’s degree in finance from Zhong Nan University of Finance and Economics in Wuhan, China. He earned his certified management accountant designation in the United States in 2003 and his Canadian chartered accountant designation in Edmonton, Alberta in 2006.

6

Conference Call

ChinaEdu’s management will hold an earnings conference call at 8:00 a.m. U.S. Eastern Time on November 22, 2011 (9:00 p.m. Beijing/Hong Kong Time on November 22, 2011).

Dial-in details for the earnings conference call are as follows:

International:	+65 67239381
Hong Kong:	+852 24750994
United States:	+1 (718) 354-1231
Toll-free China, Mobile:	4006208038
Toll-free China:	8008190121
Toll-free United States:	1 (866) 519-4004
Conference ID:	25374600

A live and archived webcast of the conference call will be available on the investor relations page of ChinaEdu's website at http://ir.chinaedu.net and a replay of the conference call may be accessed by phone until November 29, 2011.

Dial-in numbers for the replay are as follows:

Toll Free United States	+1 866 214 5335
International	+1 718 354 1232
Conference ID:	25374600

Non-GAAP Financial Measures

To supplement the unaudited condensed consolidated financial information presented in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”), the Company uses non-GAAP measures of income from operations and net income attributable to ChinaEdu, which are adjusted from results based on GAAP to exclude certain non-cash items of share-based compensation and amortization of intangible assets and land use rights. These non-GAAP financial measures are provided to enhance the investors’ overall understanding of the Company’s current and past financial performance in on-going core operations as well as prospects for the future. These measures should be considered in addition to results prepared and presented in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. Management considers the non-GAAP information as important measures internally and therefore deems it important to provide all of this information to investors.

About ChinaEdu

ChinaEdu Corporation is an educational services provider in China, incorporated as an exempted limited liability company in the Cayman Islands. Established in 1999, the Company’s primary business is to provide comprehensive services to the online degree programs of leading Chinese universities. These services include academic program development, technology services, enrollment marketing, student support services and finance operations. The Company’s other lines of businesses include the operation of private primary and secondary schools, online interactive tutoring services and providing marketing, support for international and elite curriculum programs and online learning community for adult students.

7

The Company believes it is the largest service provider to online degree programs in China in terms of the number of higher education institutions that are served and the number of student enrollments supported.  The Company currently has 19 long-term contracts that generally vary from 10 to 50 years in length.  ChinaEdu also performs recruiting services for 21 universities through nationwide learning center network.

Forward-Looking Statement

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties and contingencies, many of which are beyond our control which may cause actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company’s actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including those described under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2010, and in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to (and expressly disclaim any such obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For investor and media inquiries, please contact:

Helen Plummer

Senior Investor Relations Coordinator

ChinaEdu Corporation

Phone: +86 13911672124

E-mail: helen@chinaedu.net

Jin Yu

Investor Relations Manager

ChinaEdu Corporation

Phone: +86 15711096022

E-mail: jinyu@chinaedu.net

8

ChinaEdu Corporation

Unaudited Condensed Consolidated Balance Sheets

(in thousands, unaudited)	December 31, 2010		September 30, 2011		September 30, 2011
	RMB		RMB		US$
Current assets:
Cash and cash equivalents		190,493		222,421		34,873
Term deposits		120,500		87,163		13,666
Short-term investments		32,469		35,456		5,559
Accounts receivable		35,091		23,445		3,676
Inventories		358		-		-
Prepaid expenses and other current assets		30,966		27,192		4,263
Amounts due from related parties		246,925		229,308		35,953
Deferred tax assets-current		5,003		1,400		220
Total current assets		661,805		626,385		98,210
Deferred tax assets-non-current		3,470		9,761		1,530
Rental deposits		936		2,622		411
Land use rights		27,265		26,809		4,203
Property and equipment, net		227,507		241,835		37,917
Deposits paid for acquisition of property and equipment		19,792		14,990		2,350
Acquired intangible assets, net		65,849		64,716		10,147
Goodwill		43,255		43,255		6,782
Total assets		1,049,879		1,030,373		161,550
Liabilities and equity
Current liabilities:
Accounts payable (including accounts payable of the consolidated VIE without recourse to the Group of 10,277 and 10,895 as of December 31, 2010 and September 30, 2011)		11,410		11,719		1,837
Deferred revenues-current (including deferred revenues of the consolidated VIE without recourse to the Group of 18,762 and 23,147 as of December 31, 2010 and September 30, 2011)		105,891		45,315		7,105
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIE without recourse to the Group of 12,486 and 19,184 as of December 31, 2010 and September 30, 2011)		83,486		101,504		15,915
Amounts due to related parties (including amounts due to related parties of the consolidated VIE without recourse to the Group of 2,201 and 1,786 as of December 31, 2010 and September 30, 2011)		31,177		23,190		3,636
Income taxes payable (including income taxes payable of the consolidated VIE without recourse to the Group of 8,432 and 9.033 as of December 31, 2010 and September 30, 2011)		44,612		42,129		6,605
Other taxes payable (including other taxes payable of the consolidated VIE without recourse to the Group of 2,482 and 2,774 as of December 31, 2010 and September 30, 2011)		20,508		18,490		2,899
Total current liabilities		297,084		242,347		37,997
Deferred revenues-non-current (including deferred revenues of the consolidated VIE without recourse to the Group of 71 and 38 as of December 31, 2010 and September 30, 2011)		9,804		11,005		1,725
Deferred tax liabilities-non-current (including deferred tax liabilities of the consolidated VIE without recourse to the Group of 1,057 and 1,027 as of December 31, 2010 and September 30, 2011)		9,836		9,384		1,471
Unrecognized tax benefit (including unrecognized tax benefit of the consolidated VIE without recourse to the Group of 1,251 and 2,079 as of December 31, 2010 and September 30, 2011)		3,691		5,422		850
Total liabilities		320,415		268,158		42,043
ChinaEdu shareholders’ equity		595,979		601,947		94,379
Noncontrolling interests		133,485		160,268		25,128
Total  equity		729,464		762,215		119,507
Total liabilities and equity		1,049,879		1,030,373		161,550

9

ChinaEdu Corporation

Unaudited Condensed Consolidated Statements of Operations

	Three Months Ended												Nine Months Ended
(in thousands, except for percentage, share, and per share information)	September 30, 2010			June 30, 2011			September 30, 2011			September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2011
	RMB			RMB			RMB			US$			RMB			RMB			US$
Gross Revenue *		105,115			115,327			118,800			18,626			300,312			329,989			51,739
Business Tax		4,044			5,296			4,880			765			12,447			14,688			2,303
Net Revenue:
Online degree programs		80,560			88,085			90,597			14,204			229,263			250,347			39,251
Online tutoring programs		6,180			7,250			6,792			1,065			17,665			19,698			3,089
Private primary and secondary schools		10,848			11,880			12,445			1,951			29,582			35,565			5,576
International and elite curriculum programs		3,483			2,816			4,086			641			11,355			9,691			1,520
Total net revenue		101,071			110,031			113,920			17,861			287,865			315,301			49,436
Cost of revenue:
Online degree programs		25,986			29,500			31,597			4,954			71,451			87,809			13,767
Online tutoring programs		1,486			2,077			2,334			366			4,124			6,424			1,007
Private primary and secondary schools		7,138			8,395			8,782			1,377			20,878			25,538			4,004
International and elite curriculum programs		2,362			4,168			4,902			769			6,825			11,735			1,840
Total cost of revenue		36,972			44,140			47,615			7,466			103,278			131,506			20,618
Gross profit:
Online degree programs		54,574			58,585			59,000			9,250			157,812			162,538			25,484
Online tutoring programs		4,694			5,173			4,458			699			13,541			13,274			2,082
Private primary and secondary schools		3,710			3,485			3,663			574			8,704			10,027			1,572
International and elite curriculum programs		1,121			(1,352	)		(816	)		(128	)		4,530			(2,044	)		(320	)
Total gross profit		64,099			65,891			66,305			10,395			184,587			183,795			28,818
Online degree programs		67.7	%		66.5	%		65.1	%		65.1	%		68.8	%		64.9	%		64.9	%
Online tutoring programs		76.0	%		71.4	%		65.6	%		65.6	%		76.7	%		67.4	%		67.4	%
Private primary and secondary schools		34.2	%		29.3	%		29.4	%		29.4	%		29.4	%		28.2	%		28.2	%
International and elite curriculum programs		32.2	%		(48.0	%)		(20.0	%)		(20.0	%)		39.9	%		(21.1	%)		(21.1	%)
Gross margin		63.4	%		59.9	%		58.2	%		58.2	%		64.1	%		58.3	%		58.3	%
Operating expenses:
General and administrative		19,605			24,612			23,320			3,656			57,925			69,829			10,948
Selling and marketing		9,856			14,083			14,264			2,236			25,652			37,415			5,866
Research and development		9,665			10,501			10,843			1,700			27,948			31,102			4,876
Total operating expenses		39,126			49,196			48,427			7,592			111,525			138,346			21,690
Income from operations		24,973			16,695			17,878			2,803			73,062			45,449			7,128
Operating margin		24.7	%		15.2	%		15.7	%		15.7	%		25.4	%		14.4	%		14.4	%
Other income		143			299			297			47			431			719			113
Interest income		1,560			2,139			2,153			338			3,962			6,202			972
Investment income		549			629			37			6			1,071			666			104
Income before income tax		27,225			19,762			20,365			3,194			78,526			53,036			8,317
Income tax expense		(4,723	)		(3,981	)		(2,897	)		(454	)		(19,335	)		(9,353	)		(1,466	)
Net income		22,502			15,781			17,468			2,740			59,191			43,683			6,851
Net income attributable to the noncontrolling interests		(10,777	)		(10,741	)		(11,514	)		(1,805	)		(26,689	)		(29,195	)		(4,577	)
Net income attributable to ChinaEdu		11,725			5,040			5,954			935			32,502			14,488			2,274
Net margin		11.6	%		4.6	%		5.2	%		5.2	%		11.3	%		4.6	%		4.6	%
Net income attributable to ChinaEdu per ADS:
Basic		0.73			0.32			0.38			0.059			2.03			0.91			0.144
Diluted		0.68			0.30			0.36			0.056			1.87			0.85			0.134
Weighted average aggregate number of ADSs outstanding:
Basic		16,043,240			15,853,838			15,753,809			15,753,809			16,009,690			15,838,717			15,838,717
Diluted		17,306,106			17,000,614			16,720,855			16,720,855			17,359,851			16,983,130			16,983,130
* Gross revenue are detailed as follows
Online degree programs		84,148			93,028			95,073			14,906			240,971			263,910			41,378
Online tutoring programs		6,399			7,414			6,940			1,088			17,710			20,204			3,168
Private primary and secondary schools		10,882			11,905			12,463			1,954			29,616			35,620			5,585
International curriculum programs		3,686			2,980			4,324			678			12,015			10,255			1,608

10

ChinaEdu Corporation

Unaudited Condensed Consolidated Statements of Cash Flow

	Three Months Ended												Nine Months Ended
(in thousands, unaudited)	September 30, 2010			June 30, 2011			September 30, 2011			September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2011
	RMB			RMB			RMB			US$			RMB			RMB			US$
Operating activities:
Net income		22,502			15,781			17,468			2,740			59,191			43,683			6,851
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation		1,700			1,649			1,619			253			4,204			4,823			756
Depreciation and amortization of property and equipment		4,957			5,748			5,728			898			14,467			17,263			2,707
Amortization of land use rights		152			152			152			23			457			456			71
Amortization of acquired intangible assets		1,088			1,017			1,059			166			3,261			3,093			485
Loss(gain) on sale of bonds		-			58			(37	)		(6	)		-			21			3
Gain on sale of investment		-			(687	)		-			-			-			(687	)		(108	)
Loss from disposal of property and equipment		4			17			55			9			-			153			24
Deferred income taxes		(318	)		(1,079	)		(3,108	)		(487	)		436			(3,140	)		(492	)
Changes in assets and liabilities																	-
Accounts receivable		9,100			(22,492	)		14,342			2,249			5,073			11,646			1,826
Inventory		4			360			-			-			523			358			56
Prepaid expenses and other current assets		348			(1,576	)		5,087			798			5,043			3,022			474
Amounts due from related parties		50,989			(96,759	)		41,318			6,478			(26,220	)		17,354			2,721
Rental deposits		(65	)		(275	)		(94	)		(15	)		(187	)		(1,686	)		(264	)
Accounts payable		1,636			3,261			1,854			291			1,992			6,436			1,009
Deferred revenues		(70,660	)		74,726			(72,711	)		(11,400	)		(61,023	)		(59,257	)		(9,291	)
Accrued expenses and other current liabilities		4,975			17,173			7,943			1,245			8,839			18,164			2,848
Amounts due to related parties		(17,200	)		8,368			(7,944	)		(1,246	)		21,183			(12,791	)		(2,005	)
Income tax payable		4,960			3,535			5,241			822			9,050			(2,483	)		(389	)
Other taxes payable		1,533			3,401			1,555			244			79			(2,018	)		(316	)
Unrecognized tax benefit		60			662			473			74			547			1,731			271
Net cash provided by operating activities		15,765			13,040			20,000			3,136			46,915			46,141			7,237
Investing activities:
Purchase of property and equipment		(12,052	)		(6,355	)		(3,810	)		(597	)		(22,251	)		(18,086	)		(2,836	)
Prepaid acquisition cost		(7,460	)		-						-			(7,460	)		-			-
Deposits paid for acquisition of property and equipment		(19,792	)		(14,546	)		(444	)		(70	)		(19,792	)		(14,990	)		(2,350	)
Purchase of term deposits		17,800			37,401			38,936			6,105			(39,537	)		33,337			5,227
Purchase of investments		(1,494	)		(11,000	)		-			-			(13,418	)		(17,000	)		(2,665	)
Proceeds from the sale of investment		3,000			11,546			1,674			262			3,000			13,220			2,073
Acquisition of noncontrolling interest		(998	)		-			-			-			(998	)		-			-
Purchase of exclusive partnership		-			-			(1,960	)		(307	)		-			(1,960	)		(307	)
Proceeds from disposal of property and equipment		-			1			21			3			108			255			40
Net cash (used in) provided by investing activities		(20,996	)		17,047			34,417			5,396			(100,348	)		(5,224	)		(818	)
Financing activities:
Proceeds from exercise of share options		574			94			204			32			2,760			578			91
Prepayment for shares repurchase		-			(130	)		-			-			(1,824	)		(130	)		(20	)
Repurchase and cancellation of ordinary shares		-			(5,723	)		(1,026	)		(161	)		(323	)		(6,749	)		(1,058	)
Repayment of loan from related party		-			(25,000	)		(8,000	)		(1,254	)		-			(33,000	)		(5,174	)
Short term loan		5,756			-			-			-			5,756			-			-
Loan from related party		-			-			2,000			314			-			37,500			5,880
Cash dividends paid to noncontrolling shareholders		(196	)		-			-			-			(1,666	)		(10,251	)		(1,607	)
Capital contributions by noncontrolling shareholders		-			-			1,960			307			-			2,960			464
Net cash (used in) provided by financing activities		6,134			(30,759	)		(4,862	)		(762	)		4,703			(9,092	)		(1,424	)
Effect of foreign exchange rate changes		(208	)		(39	)		(9	)		(2	)		(425	)		103			11
CASH AND CASH EQUIVALENTS, beginning of period		153,293			173,586			172,875			27,105			203,143			190,493			29,867
CASH AND CASH EQUIVALENTS, end of period		153,988			172,875			222,421			34,873			153,988			222,421			34,873
Net  increase (decrease) in cash and cash equivalents		695			(711	)		49,546			7,768			(49,155	)		31,928			5,006

11

ChinaEdu Corporation

Unaudited reconciliations from income from operations to adjusted income from operations (non-GAAP) and adjusted operating margin (non-GAAP)

	Three Months Ended												Nine Months Ended
(in thousands, unaudited)	September 30, 2010			June 30, 2011			September 30, 2011			September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2011
	RMB			RMB			RMB			US$			RMB			RMB			US$
Net revenue		101,071			110,031			113,920			17,861			287,865			315,301			49,436
Income from operations		24,973			16,695			17,878			2,803			73,062			45,449			7,128
Adjustment:
Share-based compensation		1,700			1,649			1,619			253			4,204			4,823			756
Amortization of intangible assets and land use rights		1,240			1,169			1,211			189			3,718			3,549			556
Adjusted income from operations (non-GAAP)		27,913			19,513			20,708			3,245			80,984			53,821			8,440
Adjusted operating margin (non-GAAP)		27.6	%		17.7	%		18.2	%		18.2	%		28.1	%		17.1	%		17.1	%

ChinaEdu Corporation

Unaudited reconciliations from net income attributable to ChinaEdu to adjusted net income attributable to ChinaEdu (non-GAAP), adjusted net margin (non-GAAP) and adjusted net income per ADS (non-GAAP)

	Three Months Ended												Nine Months Ended
(in thousands, unaudited)	September 30, 2010			June 30, 2011			September 30, 2011			September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2011
	RMB			RMB			RMB			US$			RMB			RMB			US$
Net revenue		101,071			110,031			113,920			17,861			287,865			315,301			49,436
Net income attributable to ChinaEdu		11,725			5,040			5,954			935			32,502			14,488			2,274
Adjustment:
Share-based compensation		1,700			1,649			1,619			253			4,204			4,823			756
Share-based compensation attributable to the noncontrolling interest		(149	)		(134	)		(122	)		(19	)		(624	)		(376	)		(59	)
Amortization of intangible assets and land use rights		1,240			1,169			1,211			189			3,718			3,549			556
Adjusted net income attributable to ChinaEdu (non-GAAP)		14,516			7,724			8,662			1,358			39,800			22,484			3,527
Adjusted net margin (non-GAAP)		14.4	%		7.0	%		7.6	%		7.6	%		13.8	%		7.1	%		7.1	%
Adjusted net income attributable to ChinaEdu per ADS (non-GAAP)
Basic		0.90			0.49			0.55			0.086			2.49			1.42			0.223
Diluted		0.84			0.45			0.52			0.081			2.29			1.32			0.208
Weighted average aggregate number of ADSs outstanding:
Basic		16,043,240			15,853,838			15,753,809			15,753,809			15,992,637			15,838,717			15,838,717
Diluted		17,306,106			17,000,614			16,720,855			16,720,855			17,386,445			16,983,130			16,983,130

12