SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) UNDER SECURITIES EXCHANGE ACT OF 1934

HQ Global Education Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

40431B100

(CUSIP Number)

Guangwen He

Yabin Zhong

Nicestar International Limited

Wenbiao Song

Hansong Liu

Saimeng Wang

Infinity Wealth Management Limited

Chen Yi

Jin Hua

Hongmei Chen

Xiaoquan Wang

Ye He

Yunjie Fang

Global Polytechnic Education Group Limited

(Name of Persons Filing)

Ke Geng

O'Melveny & Myers LLP

Yin Tai Centre, Office Tower, 37th Floor

No. 2 Jianguomenwai Ave.

Chao Yang District

Beijing

People's Republic of China

Telephone: +86-10-6563-4261

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 21, 2012

(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 that 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 § 240.13d-7(b) 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 (the “Act”) 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).

2

CUSIP No. 40431B100 13D Page 1 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Guangwen He
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION P.R. China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 11,063,0001
	8	SHARED VOTING POWER 3,000,0002
	9	SOLE DISPOSITIVE POWER 11,063,000
	10	SHARED DISPOSITIVE POWER 3,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,063,0004
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.6%3
14	TYPE OF REPORTING PERSON* IN

 *SEE INSTRUCTIONS BEFORE FILLING OUT!

1 Mr. He holds these shares of the Issuer directly.

2 Guangwen He is the sole director of and an 80% shareholder of Nicestar International Limited. Nicestar directly holds 3 million shares of the Issuer.

3 Based on the total of 33,000,000 ordinary shares of the Issuer outstanding as of April 23, 2012.

4. Pursuant to the SPA and STA (as defined below), Mr. He has acquired 7,013,000 shares (including 2,037,000 shares purchased from Yunjie Fang, Xiaoquan Wang, and Ye He) indirectly on April 23, 2012, and he has the right to acquire additional 4,335,500 shares indirectly within 60 days. Immediately after the second closing of the SPA, Mr. He would directly and indirectly own 30,031,500 shares in the aggregate, representing approximately 91.07% of the total outstanding shares of the Issuer.

Page 3 of 35

CUSIP No. 40431B100 13D Page 2 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yabin Zhong
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION P.R.China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,620,0001
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 4,620,000
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,620,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.0%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

1 Ms. Zhong directly holds these shares of the Issuer. Ms. Zhong also holds 20% of the total issued equity interests of Nicestar, but she does not have any voting or investment power with respect to the shares of the Issuer held by Nicestar.

Page 4 of 35

CUSIP No. 40431B100 13D Page 3 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicestar International Limited N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 3,000,000
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 3,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,0001
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON* OO (Limited Liability Company)

*SEE INSTRUCTIONS BEFORE FILLING OUT!

1. Pursuant to the SPA and STA (as defined below), Mr. He has acquired 7,013,000 shares (including 2,037,000 shares purchased from Yunjie Fang, Xiaoquan Wang, and Ye He) indirectly on April 23, 2012, and he has the right to acquire additional 4,335,500 shares indirectly within 60 days. Immediately after the second closing of the SPA, Mr. He would directly and indirectly own 30,031,500 shares in the aggregate, representing approximately 91.07% of the total outstanding shares of the Issuer.

Page 5 of 35

CUSIP No. 40431B100 13D Page 4 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wenbiao Song N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION P.R.China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,570,000
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 1,570,000
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,570,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 6 of 35

CUSIP No. 40431B100 13D Page 5 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hansong Liu N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION P.R.China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,021,337
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 1,021,337
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,021,337
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 7 of 35

CUSIP No. 40431B100 13D Page 6 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Saimeng Wang N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION P.R.China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 840,000
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 840,000
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 840,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 8 of 35

CUSIP No. 40431B100 13D Page 7 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Infinity Wealth Management Limited N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 836,0001
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 836,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 836,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%
14	TYPE OF REPORTING PERSON* OO

1 Chen Yi, another Reporting Person, is the sole director of Infinity Wealth Management Limited.

Page 9 of 35

CUSIP No. 40431B100 13D Page 8 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chen Yi N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION P.R.China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 836,000
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 836,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 836,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 10 of 35

CUSIP No. 40431B100 13D Page 9 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jin Hua N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION P.R.China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 424,630
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 424,630
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 424,630
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 11 of 35

CUSIP No. 40431B100 13D Page 10 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hongmei Chen N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION P.R.China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 500,000
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 500,000
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 12 of 35

CUSIP No. 40431B100 13D Page 11 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Xiaoquan Wang N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION P.R.China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 500,600
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 500,600
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,600
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 13 of 35

CUSIP No. 40431B100 13D Page 12 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ye He N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION P.R.China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 520,000
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 520,000
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 520,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 14 of 35

CUSIP No. 40431B100 13D Page 13 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yunjie Fang N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION P.R.China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,016,400
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 1,016,400
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,016,400
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 15 of 35

CUSIP No. 40431B100 13D Page 14 of 14 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Global Polytechnic Education Group Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 01
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0
14	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT! 

1 Pursuant to the SPA and STA (as defined below), Global Polytechnic Education Group Limited has acquired 4,976,000 shares directly on April 23, 2012, and it has the right to acquire additional 4,335,500 shares indirectly within 60 days. Immediately after the second closing of the SPA, Global Polytechnic Education Group Limited would directly own 30,031,500 shares in the aggregate, representing approximately 91.07% of the total outstanding shares of the Issuer. Currently, Global Polytechnic Education Group Limited is solely owned by Nicestar International Limited.

Page 16 of 35

Item 1.   Security and Issuer.

This Schedule 13D (the “Schedule 13D”) relating to the common stock, par value $0.0001 per share (the “Shares”) of HQ Global Education Inc., a Delaware corporation (the “Issuer”) on behalf of:

1. Mr. Guangwen He, by virtue of his direct and indirect beneficial ownership of the Shares of the Issuer;

2. Ms. Yabin Zhong, Mr. Guangwen He’s wife, by virtue of her direct beneficial ownership of the Shares of the Issuer;

3. Nicestar International Limited ("Nicestar", together with Mr. Guangwen He and Ms. Yabin Zhong, the “Founders”), by virtue of its direct beneficial ownership of the Shares of the Issuer;

4. Wenbiao Song, by virtue of his direct beneficial ownership of the Shares of the Issuer;

5. Hansong Liu, by virtue of his direct beneficial ownership of the Shares of the Issuer;

6. Saimeng Wang, by virtue of her direct beneficial ownership of the Shares of the Issuer;

7. Infinity Wealth Management Limited (“Infinity Wealth”), by virtue of its direct beneficial ownership of the Shares of the Issuer;

8. Chen Yi, by virtue of his indirect beneficial ownership of the Shares of the Issuer;

9. Jin Hua, by virtue of her direct beneficial ownership of the Shares of the Issuer;

10. Hongmei Chen, by virtue of her direct beneficial ownership of the Shares of the Issuer;

11. Xiaoquan Wang, by virtue of his direct beneficial ownership of the Shares of the Issuer;

12. Ye He, by virtue of her direct beneficial ownership of the Shares of the Issuer;

13. Yunjie Fang, by virtue of his direct beneficial ownership of the Shares of the Issuer; and

14. Global Polytechnic Education Group Limited, by virtue of its direct beneficial ownership of the Shares of the Issuer (collectively, the “Reporting Persons” and each a “Reporting Person”).

The principal executive offices of the Issuer are located at 27th Floor, BOBO Fortune Center, No. 368, South Furong Road, Changsha City, Hunan Province, PRC.

Item 2.   Identity and Background.

The Schedule 13D is being filed jointly by Mr. Guangwen He, Ms. Yabin Zhong, Nicestar, Wenbiao Song, Hansong Liu, Saimeng Wang, Infinity Wealth, Chen Yi, Jin Hua, Hongmei Chen, Xiaoquan Wang, Ye He, Yunjie Fang and Global Polytechnic Education Group Limited. The Reporting Persons are filing this Schedule 13D because they may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transactions described in Item 4 of the Schedule 13D.

Page 17 of 35

On April 21, 2012, the Founders and Global Polytechnic Education Group Limited (the “Company”), a company incorporated in the British Virgin Islands and controlled by the Founders (the “Founder Vehicle”), entered into a share purchase agreement (the “SPA”) with Wenbiao Song, Hansong Liu, Saimeng Wang, Infinity Wealth Management Limited, Jin Hua , Chen Wang, Ming Yang, Best Olympic Limited, American First United Investment Group Limited, Greater Dynasty International Financial Holdings Limited, Hongmei Chen, Shen Yue, Shangxun Xiong and Dongping Liu (collectively, the “Selling Shareholders”) to purchase 9,331,500 Shares of the Issuer in the aggregate from the Selling Shareholders. The parties to the SPA may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Act, and it is the Reporting Persons’ understanding that the other parties to the SPA who have not been named as Reporting Persons in this Schedule 13D intend to file their beneficial ownership reports, including Schedule 13Ds, separately.

Pursuant to the SPA, the first closing occurred on April 23, 2012 and upon the first closing, 4,976,000 Shares of the Issuer were transferred to the Founder Vehicle by certain Selling Shareholders, and the parties expect to have the second closing before May 20, 2012 and at the second closing 4,355,500 Shares of the Issuer will be transferred to the Founder Vehicle after the Selling Shareholders having received the full purchase price from the Founders. The form of the SPA is attached hereto as Exhibit 99.2.

On April 23, 2012, the Founder Vehicle entered into a share transfer agreement (collectively, the “STAs”) with each of Xiaoquan Wang, Ye He and Yunjie Fang, all current or former employees of the Issuer (the “Employees”), pursuant to which the Employees transferred 2,037,000 Shares of the Issuer in the aggregate to the Founder Vehicle simultaneously upon the execution of the STAs. The form of the STA is attached hereto as Exhibit 99.3.

Nicestar previously issued an exchangeable bond (the “Bond”) to SAP Investments Limited and SEAVI Advent Equity V (B) Ltd. (collectively, the “Seavi Funds”), and pursuant to the instruments of the Bond, the Seavi Funds have veto rights over, among other things, the de-quotation of the Shares of the Issuer from the OTCBB. On April 25, 2012, the Seavi Funds agreed to amend the Bond instruments to consent to the proposed privatization (the “Amendment”). The Amendment supersedes and preempts any prior understanding or agreement by or among the parties to the Amendment, written or oral, which may have related to the proposed privatization. The Reporting Persons may be deemed to have formed a “group” with Seavi Funds within the meaning of Section 13(d)(3) of the Act. The form of the Amendment is attached hereto as Exhibit 99.4.

Except as expressly otherwise set forth in this Schedule 13D, each of the Reporting Persons disclaims beneficial ownership of the Shares beneficially owned by any other Reporting Person or any other person. The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 99.1 hereto.

The following information is provided for the Reporting Persons that are corporations or otherwise constituted by groups of persons:

	Place of	Principal	Address of Principal Business
Name	Organization	Business	And Principal Office
Nicestar International Limited	BVI	holding vehicle	2nd Floor, Abbott Building, Road Town, Tortola, British Virgin Islands
Infinity Wealth Management Limited	BVI	holding vehicle	Beijing Post Box 100069-2, P.R.China
Global Polytechnic Education Group Limited	BVI	holding vehicle	2nd Floor, Abbott Building, Road Town, Tortola, British Virgin Islands

Page 18 of 35

The following information is provided for the directors and executive officers of Nicestar International Limited.

		Position/Principal
Name	Resident or Business Address	Occupation	Citizenship
Guangwen He	27th Floor, BOBO Fortune Center, No. 368, South Furong Road, Changsha City, Hunan Province, PRC	Sole Director of Nicestar	P.R.C

The following information is provided for the directors and executive officers of Infinity Wealth Management Limited.

		Position/Principal
Name	Resident or Business Address	Occupation	Citizenship
Chen Yi	Beijing Post Box 100069-2, P.R.China	Sole Director of Infinity Wealth	P.R.C.

The following information is provided for the directors and executive officers of Global Polytechnic Education Group Limited.

Name	Resident or Business Address	Position/Principal Occupation	Citizenship
Guangwen He	27th Floor, BOBO Fortune Center, No. 368, South Furong Road, Changsha City, Hunan Province, PRC	Sole Director of Global Polytechnic Education Group Limited	P.R.C.

The following information is provided for the Reporting Persons that are individuals:

		Position/Principal
Name	Resident or Business Address	Occupation	Citizenship
Guangwen He	27th Floor, BOBO Fortune Center, No. 368, South Furong Road, Changsha City, Hunan Province, PRC	President, CEO and Chairman of the Issuer	P.R.C
Yabin Zhong	27th Floor, BOBO Fortune Center, No. 368, South Furong Road, Changsha City, Hunan Province, PRC	Businessman	P.R.C
Wenbiao Song	No.30, Laoqianggeng Street, Xuanwu District, Beijing, P.R.China	Businessman	P.R.C
Hansong Liu	Floor 23, Building B, Beijing Wanda Plaza, No.93, Jianguo Road, Chaoyang District, Beijing, 100022, P.R.China	Businessman	P.R.C
Chen Yi	Beijing Post Box 100069-2, P.R.China	Sole Director of Infinity Wealth	P.R.C
Saimeng Wang	Room 1503, Bogong International Center, Building D, No.3, Chaowai Street, Chaoyang District, Beijing, 100022, P.R.China	Businessman	P.R.C
Jin Hua	342, No.26, Fengyuan Street, Xigang District, Dalian City, Liaoning Province, P.R.China	Businessman	P.R.C
Hongmei Chen	Room 1, Floor 11, Unit 1, Building 5 Shifangyuan BL, No.1, Yangfangdian Beijing, 100038, P.R.China	Businessman	P.R.C
Yunjie Fang	27th Floor, BOBO Fortune Center, No. 368, South Furong Road, Changsha City, Hunan Province, PRC	Businessman	P.R.C
Ye He	Room 301, Building A Tower, Yujingyuntian Apartment, No.2 Jielong Road, Yutan Township, Ningxiang County, Hunan Province, China 410000	Businessman	P.R.C
Xiaoquan Wang	27th Floor, BOBO Fortune Center, No. 368, South Furong Road, Changsha City, Hunan Province, PRC	Lawyer	P.R.C

Page 19 of 35

To the knowledge of the Reporting Persons, during the last five years, no Reporting Person or its directors or executive officers (if applicable) (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.   Source and Amount of Funds or Other Consideration.

Financing of the transaction as described in Item 4 of this Schedule 13D includes Mr. Guangwen He’s approximately personal funds and non-commercial loans borrowed by him from his friends. The aggregate amount of consideration used under the SPA and the STAs is approximately US$5,972,160.

Item 4.   Purpose of Transaction.

De-quotation from the OTCBB and Deregistration of Shares of the Issuer

The Founders intend to cause the common stock of the Issuer to be de-quoted from the Over the Counter Bulletin Board and deregistered with the Securities and Exchange Commission.

Share Purchase Agreement with Selling Shareholders

Pursuant to the terms of the SPA, at the closing the Founders shall contribute all their Shares of the Issuer to the Founder Vehicle and the Founder Vehicle shall issue to each Founder its ordinary shares in proportion to the Shares of the Issuer so contributed. Pursuant to the SPA, the Selling Shareholders shall sell and transfer 9,331,500 Shares of the Issuer in the aggregate to the Founder Vehicle at a price per share equal to US$0.64 totaling an aggregate amount of US$5,972,160 (or approximately RMB37.9 million). The first closing occurred on April 23, 2012 and upon the first closing, 4,976,000 Shares of the Issuer were transferred to the Founder Vehicle by certain Selling Shareholders, and the parties expected to have the second closing before May 20, 2012. At the second closing 4,355,500 Shares of the Issuer will be transferred to the Founder Vehicle after the Selling Shareholders having received the full purchase price from the Founders. After the first closing of the SPA, the Founder Vehicle will own beneficially and of record approximately 71.69% of the total outstanding Shares of the Issuer. After the second closing of the SPA (and together with the Shares transferred to the Founder Vehicle pursuant to the STAs), the Founder Vehicle will own beneficially and of record approximately 91.07% of the total outstanding Shares of the Issuer.

The completion of the obligations under the SPA shall be conditional upon the following conditions, among others, no injunction of any nature whatsoever is imposed by any governmental authorities. All parties to the SPA agree that the SPA embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understanding or agreement by or among the parties, written or oral, which may have related to the subject matter of the SPA directly or indirectly.

Page 20 of 35

Share Transfer Agreement with Employees of the Issuer

Pursuant to the terms of the STAs, Xiaoquan Wang, Ye He and Yunjie Fang agreed to sell and transfer 2,037,000 Shares of the Issuer in the aggregate to the Founder Vehicle at the minimum price permitted by the laws of Hong Kong Special Administrative Region and the closing took place simultaneously upon the execution of the STAs on April 23, 2012.

Short-form Merger

After the second closing of the SPA, the Founder Vehicle will own beneficially and of record approximately 91.07% of the total outstanding Shares of the Issuer. The Founders intend to cause the Founder Vehicle to merge into and with the Issuer (the “Merger”) by way of a short form merger, with the Issuer being the surviving entity of the Merger. Because the Merger is being effected as a shore-form merger under Section 253 of the Delaware General Corporation Law, it does not require approval by the shareholders or the board of director of the Issuer. In connection with the Merger, each Share of the Issuer held by the shareholders of the Issuer other than the Founder Vehicle, issued and outstanding immediately prior to the effectiveness of the Merger, will be converted into the right to receive US$0.64 per Share in cash, without interest, subject to the exercise of statutory appraisal rights under the Section 262 of the Delaware General Corporation Law.

Item 5.   Interest in Securities of the Issuer

(a) The Reporting Persons listed in Item 2 above may be deemed to be members in a group within the meaning of Section 13(d)(3) of the Act.

1. Guangwen He would be deemed to have beneficial ownership of 14,063,000 Shares which account for approximately 42.6% of the total outstanding Shares.

2. Yabin Zhong would be deemed to have beneficial ownership of 4,620,000 Shares which account for approximately 14.8% of the total outstanding Shares.

3. Nicestar International Limited would be deemed to have beneficial ownership of 3,000,000 Shares which account for approximately 9.1% of the total outstanding Shares.

4. Wenbiao Song would be deemed to have beneficial ownership of 1,570,000 Shares which accounts for approximately 4.8% of the total outstanding Shares.

5. Hansong Liu would be deemed to have beneficial ownership of 1,021,337 Shares which accounts for approximately 3.1% of the total outstanding Shares.

6. Saimeng Wang would be deemed to have beneficial ownership of 840,000 Shares which accounts for approximately 2.5% of the total outstanding Shares.

7. Infinity Wealth Management Limited would be deemed to have beneficial ownership of 836,000 Shares which accounts for approximately 2.5% of the total outstanding Shares.

8. Chen Yi would be deemed to have beneficial ownership of 836,000 Shares which accounts for approximately 2.5% of the total outstanding Shares.

9. Jin Hua would be deemed to have beneficial ownership of 424,630 Shares which accounts for approximately 1.3% of the total outstanding Shares.

Page 21 of 35

10. Hongmei Chen would be deemed to have beneficial ownership of 500,000 Shares which accounts for approximately 1.5% of the total outstanding Shares.

11. Xiaoquan Wang would be deemed to have beneficial ownership of 500,600 Shares which accounts for approximately 1.5% of the total outstanding Shares.

12. Ye He would be deemed to have beneficial ownership of 520,000 Shares which accounts for approximately 1.6% of the total outstanding Shares.

13. Yunjie Fang would be deemed to have beneficial ownership of 1,016,400 Shares which accounts for approximately 3.1% of the total outstanding Shares.

14. Global Polytechnic Education Group Limited would be deemed to have beneficial ownership of 0 Shares which accounts for approximately 0% of the total outstanding Shares.

(b) The Reporting Persons have the sole or shared power to vote, direct the vote, dispose, or direct the disposition of the Shares in the following manner:

			Number of Shares as to which there is
					Sole power to
					dispose or		Shares power to
			Shared power to		to		dispose or to
	Sole power to vote		vote or to direct		direct the		direct the
	or direct the vote		The vote		disposition		Disposition
Guangwen He		11,063,000		3,000,000		11,063,000		3,000,000
Yabin Zhong		4,620,000		0		4,620,000		0
Nicestar International Limited		0		3,000,000		0		3,000,000
Wenbiao Song		1,570,000		0		1,570,000		0
Hansong Liu		1,021,337		0		1,021,337		0
Saimeng Wang		840,000		0		840,000		0
Infinity Wealth Management Limited		0		836,000		0		836,000
Chen Yi		0		836,000		0		836,000
Jin Hua		424,630		0		424,630		0
Hongmei Chen		500,000		0		500,000		0
Xiaoquan Wang		500,600		0		500,600		0
Ye He		520,000		0		520,000		0
Yunjie Fang		1,016,400		0		1,016,400		0
Global Polytechnic Education Group Limited		0		0		0		0

(c) There have been no transactions of the Shares by any of the Reporting Persons in the past 60 days, other than as described herein.

(d) Not Applicable.

(e) Not Applicable.

Page 22 of 35

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

To the knowledge of the Reporting Persons, except to the extent described in this Item 6 or in Items 3 and 4 above, no Reporting Person has any other contracts, arrangements, understandings, or relationships (legal or otherwise) with any persons with respect to the Issuer's securities.

Item 7.   Material to be Filed as Exhibits.

Exhibit 99.1: Form of Joint Filing Agreement, among each Reporting Person, dated April 21, 2012

Exhibit 99.2: Form of Share Contribution and Purchase Agreement, dated April 21, 2012

Exhibit 99.3: Form of Stock Transfer Agreement, dated April 23, 2012

Exhibit 99.4: Third Supplemental Deed to the Founders’ Agreement dated 6 September 2010, dated April 25, 2012

* * * * *

Page 23 of 35

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2012

By:	/s/ Guangwen He
Name: Guangwen He
By:	/s/ Yabin Zhong
Name: Yabin Zhong
NICESTAR INTERNATIONAL LIMITED.
	By:	/s/ Guangwen He
	Name: Guangwen He
	Title: Director

Page 24 of 35

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2012

By:	/s/ Wenbiao Song
Name: Wenbiao Song

Page 25 of 35

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2012

By:	/s/ Hansong Liu
Name: Hansong Liu

Page 26 of 35

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2012

By:	/s/ Saimeng Wang
Name: Saimeng Wang

Page 27 of 35

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2012

Infinity Wealth Management Limited
By:	/s/ Chen Yi
Name: Chen Yi
Title: Director

Page 28 of 35

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2012

By:	/s/ Chen Yi
Name: Chen Yi

Page 29 of 35

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2012

By:	/s/ Jin Hua
Name: Jin Hua

Page 30 of 35

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2012

By:	/s/ Hongmei Chen
Name: Hongmei Chen

Page 31 of 35

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2012

By:	/s/ Xiaoquan Wang
Name: Xiaoquan Wang

Page 32 of 35

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2012

By:	/s/ Ye He
Name: Ye He

Page 33 of 35

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2012

By:	/s/ Yunjie Fang
Name: Yunjie Fang

Page 34 of 35

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2012

Global Polytechnic Education Group Limited
By:	/s/ Guangweb He
Name: Guangwen He Title: Director

Page 35 of 35

EX-99.1

Exhibit 99.1

FORM OF JOINT FILING AGREEMENT

Each person executing this joint filing agreement (this “Agreement”) agrees as follows:

1. Each person executing this Agreement is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but no person executing this Agreement is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

2. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 21, 2012

By:

Name: Guangwen He

By:

Name: Yabin Zhong

NICESTAR INTERNATIONAL LIMITED.

By:

Name: Guangwen He

Title: Director

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 21, 2012.

By:

Name: Wenbiao Song

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 21, 2012.

By:

Name: Hansong Liu

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 21, 2012.

By:

Name: Saimeng Wang

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 21, 2012.

Infinity Wealth Management Limited

By:

Name: Chen Yi

Title: Director

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 21, 2012.

By:

Name: Chen Yi

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 21, 2012.

By:

Name: Jin Hua

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 21, 2012.

By:

Name: Hongmei Chen

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 21, 2012.

By:

Name: Xiaoquan Wang

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 21, 2012.

By:

Name: Ye He

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 21, 2012.

By:

Name: Yunjie Fang

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 21, 2012.

Global Polytechnic Education Group Limited

By:

Name: Guangwen He
Title: Director

EX-99.2

Execution

Share Contribution and Purchase Agreement

THIS SHARE CONTRIBUTION AND PURCHASE AGREEMENT (the “Agreement”) is made as of April 21, 2012 (the “Effective Date”)

BY AND AMONG:

Mr. Guangwen He (“Mr. He”), the Chairman of HQ Global Education Inc, whose PRC ID card number is 430124196807081491 and residential address is No. 27 Jingsha Road, Jingnan Village, Lijingpu Town, Ningxiang County, Changsha City, Hunan Province, China;

Ms. Yabin Zhong (“Ms. Zhong”), the spouse of Mr. He and the Director of HQGE, whose PRC ID card number is 43012419660828144X and residential address is No. 27 Jingsha Road, Jingnan Village, Lijingpu Town, Ningxiang County, Changsha City, Hunan Province, China;

Nicestar International Limited (“Nicestar”, together with Mr. He and Ms. Zhong, each a “Founder” and collectively the “Founders”), a company incorporated in the British Virgin Islands with limited liability, whose registered address is 2nd Floor, Abbott Building, Road Town, Tortola, British Virgin Islands;

Global Polytechnic Education Group Limited (“Company”), a company incorporated in the British Virgin Islands, whose registered address is P.O. Box 3444, Road Town, Tortola, British Virgin Islands;

Certain registered shareholders of HQGE as listed in Schedule 1 and Schedule 2 attached hereto (each a “Selling Shareholder” and collectively the “Selling Shareholders”, together with the Founders, the “Major Shareholders”).

Each of the parties to this Agreement is referred to herein individually as a "Party" and collectively as the "Parties".

A.         Nicestar has incorporated the Company in the British Virgin Islands and currently is the sole shareholder holding 1 share of the Company (the “Company Shares”).

B.         The Founders, who collectively, legally and beneficially own approximately 56.61% of the total outstanding common shares of HQGE (the “HQGE Share(s)”), desire to contribute to the Company all of such HQGE Shares (the “Contributed Shares”) at the Closing in consideration for such number of Company Shares as set forth on Schedule 3 (the “Share Contributions”).

C.         The Selling Shareholders have agreed to sell to the Company, and the Company has agreed to purchase 4,976,000 HQGE Shares on April 23, 2012 and 4,355,500 HQGE Shares to be closed before May 20, 2012, totaling 9,331,500 HQGE Shares (“Sale Shares”), subject to the terms and conditions set out in this Agreement (the “Share Transfers”).

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D.         Immediately after the completion of the Share Contributions and 9,331,500 HQGE Share Transfers pursuant to this Agreement, the Company will own beneficially and of record at least 90% of the total outstanding HQGE Shares (including 2,037,000 HQGE Shares purchased by the Founders from Xiaoquan Wang, Ye He and Yunjie Fang).

E.         After the completion of the Share Contributions and Share Transfers, the Founders intend to cause the Company to merge with and into HQGE in a short-form merger under Section 253 of the Delaware General Corporation Law and Part IX of the BVI Business Companies Act, 2004, as amended (the “Merger”), pursuant to which (i) the remaining stockholders of HQGE (other than the Company) will receive cash in exchange for their HQGE Shares, (ii) HQGE will be the surviving entity of the Merger, and (iii) the Founders will own 100% of the surviving entity immediately following the Merger.

Agreement

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties hereto agree as follows:

Section 1.            Interpretation of this Agreement

1.1         Terms Defined. As used in this Agreement, the following terms when used in this Agreement have the meanings set forth below:

“Action” means any charge, claim, action, complaint, petition, investigation, suit or other proceeding, whether administrative, civil or criminal, whether at law or in equity, and whether or not before any mediator, arbitrator or Governmental Authority.

“Agreement” this Share Contribution and Purchase Agreement and all exhibits hereto, as amended, modified or supplemented from time to time.

“Certificate of Ownership and Merger” means the form of certificate of ownership and merger set out in Exhibit A attached hereto.

“Claims” shall have the meaning given to it in Section 3.4 hereof.

“Closings ” mean completions of the Share Contributions and Share Transfers in accordance with the terms and subject to the conditions of this Agreement.

“Closing Dates” means the date when the Closings actually take place.

“Company” shall have the meaning given to it in the Preamble.

“Company Shares” shall have the meaning given to it in the Recitals.

“Conditions” shall have the meaning pursuant to Section 7 hereof.

“Confidential Information” means any and all non public or confidential information regarding the Transaction.

“Constitutional Documents” means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, memorandum of association, articles of association, bylaws, articles of organization, certificate of formation, limited liability company agreement, operating agreement, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.

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“Contributed Shares” shall have the meaning given to it in the Recitals.

“Designated Account” shall have the meaning pursuant to Section 3.3 hereof.

“Effective Date” shall have the meaning given to it in the Preamble.

“Encumbrance” means any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, whatsoever over or in any property, assets or rights of whatsoever nature and includes any form of agreement for any of the same.

“Founder” or “Founders” shall have the meaning given to it in the Preamble.

“Governmental Authority” means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission (including any stock exchange or other self-regulatory organization) or any court, tribunal, or judicial or arbitral body.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“HQGE” shall mean HQ Global Education Inc, an OTCBB-quoted company incorporated in the state of Delaware, the United States, whose registered address is 2711 Centerville Road, Suite 400, Wilmington City, County of New Castle, Delaware, 19808.

“HQGE Shares” shall have the meaning given to it in the Recitals.

“Issued Shares” shall have the meaning given to it in Section 2.2 hereof.

“Law” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

“Letter” shall have the meaning given to it in Section 3.5 hereof.

“Major Shareholders” shall have the meaning given to it in the Preamble.

“Merger” shall have the meaning given to it in the Recitals.

“Party” or “Parties” shall have the meaning given to it in the Preamble.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Purchase Price” means US$ 0.64 per HQGE Share.

“Released Parties” shall have the meaning given to it in Section 3.4 hereof.

3

“Releasing Parties” shall have the meaning given to it in Section 3.4 hereof.

“Sale Shares” shall have the meaning given to it in the Recitals.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Selling Shareholders” shall have the meaning given to it in the Preamble.

“Share Contributions” shall have the meaning given to it in the Recitals.

“Share Transfers” shall have the meaning given to it in the Recitals.

“Transaction” shall have the meaning given to it in Section 4.2 (ix) hereto.

“Transaction Documents” means this Agreement and any other documents or instruments required to be executed or delivered in connection with this Agreement.

"US Dollar" or "US$" shall mean the lawful currency of the United States.

Section 2.            Contribution of HQGE Shares; Issuance of Shares; Consent to Merger

2.1         Contribution of HQGE Shares. Subject to the satisfaction or waiver of the Conditions set forth in Section 7 below, each Founder shall contribute, assign and transfer to the Company, and the Company shall accept, the Contributed Shares at the Closing, free and clear of all liens, claims, Encumbrances and restrictions of any kind whatsoever together with all rights attaching thereto.

2.2         Issuance of Shares. In consideration for each Founder’s contribution of the Contributed Shares to the Company pursuant to Section 2.1, the Company shall issue to each Founder such number of Company Shares next to its name on Schedule 3 (the “Issued Shares”) free and clear of any liens, claims, Encumbrances and restrictions of any kind whatsoever.

2.3         Consent to the Merger. Subject to the Company becoming the owner of not less than 90 percent of the issued shares of each class of HQGE, each of the Founders, as evidenced by his, her and its signature hereto, does hereby consent to and approve (i) the Merger, (ii) the execution, delivery and performance by the Company of a Certificate of Ownership and Merger in the State of Delaware, in substantially the form attached hereto as Exhibit A, (iii) the execution, delivery and performance by the Company of the Plan of Merger in the form attached hereto as Exhibit B1 and the Articles of Merger in the British Virgin Islands, in substantially the form attached hereto as Exhibit B2; and (iv) the other transactions contemplated therein.

Section 3.            Transfer of Sale Shares; Consideration; Payment

3.1         Share Transfer. Subject to the satisfaction or waiver of the Conditions set forth in Section 7, on April 23, 2012(the “First Closing Date”), each Selling Shareholder as set forth on Schedule 1 shall sell to the Company and the Company shall purchase the 4,976,000 HQGE Shares held by such Selling Shareholders as set forth on Schedule 1 at the Purchase Price in cash, free and clear of all liens, claims, Encumbrances and restrictions of any kind whatsoever together with all rights attaching thereto.

4

Subject to the satisfaction or waiver of the Conditions set forth in Section 7, before May 20, 2012 (the “Second Closing Date”), each Selling Shareholder as set forth on Schedule 2 shall sell to the Company and the Company shall purchase the 4,355,500 HQGE Shares held by such Selling Shareholders as set forth on Schedule 2 at the Purchase Price in cash, free and clear of all liens, claims, Encumbrances and restrictions of any kind whatsoever together with all rights attaching thereto.

All Parties have agreed the ownership of HQGE Shares shall be transferred or changed only after the Company makes full payments to the designated accounts of the Selling Shareholders and the Selling Shareholders have delivered their original share certificates duly endorsed in favor of the Company or accompanied by stock powers duly endorsed in blank.

The sales and deliveries of the Sale Shares contemplated by this Agreement shall take place at the Closings to be held at the Beijing Office of O’Melveny & Myers LLP immediately following the satisfaction or waiver of the Conditions set forth in Section 7 or at such other place or at such other time or on such other date as the Parties may mutually agree upon.

3.2          Closing Deliveries by the Selling Shareholders. At the Closings, subject to compliance by the Company with the provisions of Section 3.3, the Selling Shareholders shall deliver or cause to be delivered to the Company:

A.         original share certificates of the Sale Shares duly endorsed in favor of the Company or accompanied by stock powers duly endorsed in blank;

B.         for the Selling Shareholders which are entities, a copy of the board resolutions (or shareholders’ resolutions if so required by its Constitutional Documents) of the Selling Shareholder approving this Agreement and the transactions contemplated hereunder;

C.         letter duly executed and delivered by each of the Selling Shareholders in the form as attached hereto as Exhibit D under Section 3.5 hereof;

D.         Schedule 13D duly executed by each of the Selling Shareholders in the form as attached hereto as Exhibit E; and

E.         such other documents reasonably required by the Company to be delivered by the Selling Shareholders.

3.3          Closing Deliveries by the Company. At each Closing, subject to compliance by the Selling Shareholders with the provision of Section 3.2, the Company shall deliver or cause to be delivered to the Selling Shareholders:

A.         the applicable aggregate Purchase Price by wire transfer in immediately available funds to the bank accounts to be designated by the Selling Shareholders in writing to the Company at least two (2) Business Days before the Closing (the “Designated Account”). Each Selling Shareholder acknowledges that the obligations of the Company to pay the aggregate Purchase Price shall be fully satisfied and discharged upon the delivery of the aggregate Purchase Price to the Designated Account, and thereafter each Selling Shareholder shall only look to the Designated Account and the owner of the Designated Account for his, her or its entitled payment.

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3.4          Release of Claims and Covenant Not to Sue. After receiving full payments from the Company on the Closing Dates set forth in this Agreement, each Selling Shareholder and each of their respective affiliates or representatives (collectively, the “Releasing Parties”) hereby irrevocably releases and forever discharges each of HQGE, the Company, the Founders and each of their respective affiliates, heirs, administrators, estates, employee benefit plans and their fiduciaries, predecessors, officers, directors, agents, executors, personal representatives, successors and assigns (collectively, “Released Parties”) from any and all actions, causes of action, claims, demands, debts, damages, costs, losses, penalties, attorneys’ fees, obligations, judgments, expenses, compensations, rights and liabilities of any nature whatsoever, in law or equity, whether known or unknown, contingent or otherwise (“Claims”), that the Selling Shareholders now have, may ever had in the past or may have in the future against any of the Released Parties by reason of any act, omission, transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or thing that has occurred or existed at any time from the beginning of time up to and including the Closing Dates, including, without limitation, any and all Claims that in any way arise from or out of, are based upon or related to their ownership of the Sale Shares, the Share Transfers, the Merger, any discussions or dealings with the Selling Shareholder or its representatives, and other transactions contemplated hereunder.

3.5         Each of the Selling Shareholders hereby agrees to sign and deliver the letter in the form as attached hereto as Exhibit D at the Closing (the “Letter”).

Section 4.          Representations and Warranties

4.1          Representations and Warranties of the Company. The Company hereby represents and warrants as follows:

(i)         Organization; Power and Authority. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the British Virgin Islands. The Company has full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. Before giving effect to the transactions contemplated herein, the Company does not carry on any business, does not own any assets, has not incurred any liabilities, does not have any subsidiaries, and does not own, directly or indirectly, any capital stock or other equity interests in any other Person.

(ii)         Authorization of Transaction; Agreement Binding. The Company has full corporate power and authority to execute and deliver, and to perform its obligations under, this Agreement. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency or similar laws which affect creditors’ rights generally.

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(iii)         Capitalization. The Company’s authorized share capital consists of 50,000 ordinary shares with or without a par value, of which one share without a par value has been issued and outstanding immediately prior to the consummation of the transactions contemplated herein. At the Closing, the Issued Shares will be duly authorized, validly issued, fully paid and nonassessable. The Company has made available to the Major Shareholders true and correct copies of the Company’s Memorandum and Articles of Association. Other than the Founders, there will be no other holders of shares of the Company immediately after the consummation of the transactions contemplated herein (other than the Merger).

(iv)         No Conflict. The execution, delivery and performance of this Agreement by the Company do not and will not violate, conflict with, or result in a breach of or default under (A) the Company’s Memorandum and Articles of Association; (B) any applicable law, order, judgment or decree; or (C) any agreement, contract, understanding, mortgage, indenture or other obligation to which the Company is a party or by which any of its assets or properties are bound.

4.2          Representations and Warranties of the Selling Shareholders. Each Selling Shareholder hereby represents and warrants as follows:

(i)         Organization; Capacity. Each Selling Shareholder that is an entity is duly organized, validly existing and in good standing under the applicable laws of the jurisdiction of its incorporation, has all requisite legal and corporate power and authority to own, lease and operate its properties and assets and to carry on its business, and is duly qualified to transact business in each jurisdiction in which it is required by applicable laws to so qualify. Each Selling Shareholder who is an individual is of sound mind, has the necessary legal capacity to perform his obligations hereunder and under any other Transaction Documents which he may enter into pursuant to the terms hereof, and has entered into this Agreement, and as of the Closing will have entered into the other Transaction Documents of his own will after obtaining full independent professional advice (including legal advice) in respect of and understanding the nature of the obligations to be assumed by him hereunder and thereunder.

(ii)         Authority. Each Selling Shareholder has all requisite power and authority to execute and deliver this Agreement and any other Transaction Documents to which it may enter into pursuant to the terms hereof, and to carry out and perform each of its obligations hereunder and thereunder. All action on the part of such Selling Shareholder and its officers, directors and shareholders has been taken, or in the case of the other Transaction Documents, will have been taken as of the Closing, as is necessary for the authorization, execution and delivery hereof and thereof and the performance of such Selling Shareholder’s obligations hereunder and thereunder. This Agreement has been, and each other transaction document will have been as of the Closing, duly executed and delivered by each Selling Shareholder a party hereto or thereto and, upon execution by the counterparties hereto or thereto, constitutes the valid and legally binding obligation of such Selling Shareholder, enforceable in accordance with its terms.

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(iii)         Noncontravention. Neither the execution and the delivery by any Selling Shareholder of this Agreement or the other Transaction Documents to which it is a party, nor the consummation of the transactions contemplated hereby or thereby, will (as applicable) (a) violate any provision of the Constitutional Documents of the Selling Shareholder, (b) conflict with or violate any Governmental Order to which such Selling Shareholder is subject or (c) conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any notice or consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the Selling Shareholder’s assets are subject. There is no Action pending or threatened against any of the Selling Shareholder that questions the validity of the Transaction Documents or the right of the Founders or the Selling Shareholder to enter into the Transaction Documents to which it is a party or to consummate the transactions contemplated thereby.

(iv)         Consents. The execution, delivery and performance by the Selling Shareholder of the Transaction Documents and the transactions contemplated thereby requires no consent of, action by or in respect of, or filing, submission or registration with, or giving of any notice to, any Person, governmental body, agency, or official. The Selling Shareholder is unaware of any facts or circumstances that might prevent the Selling Shareholder from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence.

(v)         Title. The Selling Shareholder has good and valid title to the Sale Shares and is the sole record and beneficial owner of the Sale Shares to be sold by it hereunder free and clear of any and all Encumbrances and with all rights to vote and transfer such Sale Shares without any restriction (except for any restrictions on transfer under applicable securities Laws). The Selling Shareholder has sole and absolute authority to transfer such Sale Shares to the Company pursuant to this Agreement. When transferred and delivered to and paid for by the Company pursuant to this Agreement, such Sale Shares will be validly issued, fully paid and non-assessable and free and clear of any Encumbrance or restriction of any kind or nature, except for restrictions arising under the Securities Act.

(vi)        Reliance. Each of the Selling Shareholders has discussed with, and relied upon the advise of, the Selling Shareholder’s counsel with regard to the meaning and legal consequences of the Selling Shareholder’s representations and warranties in this Agreement and the considerations involved in the Share Transfers.

(vii)       Absence of Litigation. There are no pending or, to the knowledge of the Selling Shareholder, threatened actions, suits, proceedings, inquiries or investigations against or affecting the Selling Shareholder or any of his respective properties or any of the officers and directors of the Selling Shareholder.

8

(viii)      Acknowledge of Full Disclosure. The Selling Shareholder hereby acknowledges that (i) it fully understands the purpose, procedures and consequences of the Share Transfers, the Merger and the other transaction contemplated by the Transaction Documents (the “Transactions”), and (ii) the Founders, the Company, and their respective affiliates, representatives and agents have fully disclosed all information in connection with the Transactions to each of the Selling Shareholders prior to the Effective Date hereof.

(ix)        Brokers. No Person is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Transaction Documents based upon arrangements made by or on behalf of the Selling Shareholder.

Section 5.            Exclusivity. Following the date hereof, each of the Selling Shareholders agrees that it shall not, nor shall it permit any of its affiliates to, nor shall it authorize any equityholder, officer, director, employee, accountant, counsel, investment banker, financial advisor or other representative of such Selling Shareholder or any of their respective affiliates to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to, a Purchase Proposal (as defined below) from any person or entity, or engage in any discussions or negotiations relating thereto or accept any Purchase Proposal. The Selling Shareholder shall, and shall cause its affiliates and representatives to, immediately cease and suspend any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by it or any of its affiliates or representatives with respect to any Purchase Proposal or which could reasonably be expected to lead to a Purchase Proposal. For purposes of this Agreement, “Purchase Proposal” means any inquiry, proposal or offer from any person or entity (other than the Founders and their respective affiliates or representative) concerning any sale, assignment, pledge, transfer or other disposition of any ownership interest, voting power, or investment power in any Sale Shares. In case the Company does not make full payments to the Selling Shareholders as set forth in Schedule 2 before May 20, 2012, the exclusivity stated under Section 5 shall expire upon the choice of the Selling Shareholders.

Section 6.            Confidentiality. Except as required by applicable law (including regulations promulgated thereunder) or court order, each Selling Shareholder will maintain the confidentiality of all Confidential Information.

Section 7.            Conditions

7.1          General Conditions. Completion of the Share Contributions and the Share Transfers under this Agreement shall be conditional upon,

(i)        No injunction of any nature whatsoever is imposed by any Governmental Authorities, including but without limitation, SEC, on the Share Contributions, the Share Transfers, or the Merger.

7.2         Founders’ Conditions. The performance of any obligation at the Closing by each Founder shall be conditional upon,

9

(i)          there has been no withdrawal from this Agreement by any Selling Shareholder and each Selling Shareholder shall have delivered a duly executed copy of the Letter to the Founders;

(ii)         All closing deliverables under the Section 3.2, including but without limitation, the executed copy of the Letter of each Selling Shareholder, shall be duly delivered to the Company;

(iii)        there has not been any material breach by any party under this Agreement, the Letter, or any other Transaction Documents; and

(iv)        Upon the Second Closing Date, the Company shall own beneficially and of record at least 90% of the total Shares of the Issuer (including the HQGE Shares owned by the Founders as of the Effective Dates).

Section 8.             Termination.

8.1         This Agreement shall be terminated upon the occurrence of any of the following events:

A.            by either party, if the Closing has not occurred by May 20, 2012, provided that the terminating party is not in material breach of any of the Transaction Documents;

B.            by mutual agreement of the parties hereto in writing;

8.2         In the event of termination of this Agreement pursuant to Section 8.1, this agreement shall forthwith become void and have no effect, without any liability (other than with respect to any claim for intentional and bad faith breach of any representation, warrant, covenant or agreement in this Agreement before such termination); provided, that the provisions of Section 6 and Sections 9-21 shall survive any such termination.

Section 9.              Notices.

All notices, requests, demands, claims and other communications hereunder will be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

(i)          If to the Founders:

Address: 27/F, BOBO Fortune Center No. 368 Furong Road (S), Changsha City, PRC

Attention: Mr. Guangwen He

Facsimile: 0731-88873727

(ii)         If to the Company:

Address: 27/F, BOBO Fortune Center No. 368 Furong Road (S), Changsha City, PRC

Attention: Mr. Guangwen He

Facsimile: 0731-88873727

10

(iii)        If to any Selling Shareholder, to the address of such Selling Shareholder set forth on the signature page hereto.

Any party hereto may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party hereto may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

Section 10.         Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

Section 11.         Complete Agreement. This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter of this Agreement in any way.

Section 12.         Counterparts. This Agreement may be executed on separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Any telecopied signature shall be deemed a manually executed and delivered original.

Section 13.         Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by the Major Shareholders, the Company, and their respective successors and assigns and, where applicable, heirs and personal representatives.

Section 14.         Choice of Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws principles thereof and all questions concerning the validity and construction of this Agreement shall be determined in accordance with the laws of such state. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF DELAWARE IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREES, ON BEHALF OF ITSELF AND ON BEHALF OF SUCH PARTY’S SUCCESSOR’S AND ASSIGNS, THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION SUCH PERSON MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

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Section 15.         Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, THE RELATED DOCUMENTS OR THE RELATIONSHIP ESTABLISHED UNDER THIS AGREEMENT.

Section 16.         Remedies. Each of the Parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The Parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any Party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

Section 17.         Amendments and Waivers. No provision of this Agreement may be amended or waived without the prior written consents or agreement by the Parties hereto.

Section 18.         Business Days. Whenever the terms of this Agreement call for the performance of a specific act on a specified date, which date falls on a Saturday, Sunday or legal holiday, the date for the performance of such act shall be postponed to the next succeeding regular business day following such Saturday, Sunday or legal holiday.

Section 19.         No Third Party Beneficiary. Except for the Parties to this Agreement and their respective successors and assigns, nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person other than the Parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement; provided that, in the case of Section 3.4, HQGE and its heirs, executors, administrators, representatives, successors and assigns, are permitted third party beneficiaries and shall have the right to enforce the provisions of Section 3.4 in their own names.

Section 20.         Attorneys’ Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the Parties hereto agree that the prevailing Party or Parties shall be entitled to recover from the other Party or Parties upon final judgment on the merits reasonable attorneys’ fees (and sales taxes thereon, if any), including attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.

Section 21.         Miscellaneous. This Agreement is prepared in both English and Chinese. In the event of any discrepancies between the English and the Chinese version, the English version shall prevail.

[SIGNATURES BEGIN ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

Name: Guangwen He

Name: Yabin Zhong

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

NICESTAR INTERNATIONAL LIMITED

By:  

Name: Guangwen He

Title: Sole Director

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

COMPANY:

GLOBAL POLYTECHNIC EDUCATION GROUP LIMITED

By:

Name: Guangwen He

Title: Director

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Name: Wenbiao Song

Address:

No.30, Laoqianggeng Street

Xuanwu District, Beijing, P.R.China

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Name: Hansong Liu

Address:

Floor 23, Building B, Beijing Wanda Plaza

No.93, Jianguo Road, Chaoyang District

Beijing, 100022, P.R.China

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Name: Saimeng Wang

Address:

Room 1503, Bogong International Center, Building D

No.3, Chaowai Street, Chaoyang District

Beijing, 100022, P.R.China

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Infinity Wealth Management Limited

By:

Name:

Title:

Address:

Beijing Post Box 100069-2

Beijing, 100069, P.R.China

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Name: Jin Hua

Address:

342, No.26, Fengyuan Street

Xigang District, Dalian City

Liaoning Province, P.R.China

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Name: Chen Wang

Address:

Floor 21, New Poly Plaza

No.1 Chaoyangmen North Street

Dongcheng District, Beijing, P.R.China

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Name: Ming Yang

Address:

Room 525, Beijing Huapu International Plaza

Chaowai Street, Beijing, 100020, P.R.China

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Best Olympic Limited

By:

Name:

Title:

Address:

Room 501, Gate 3, Building 16

Hengyitiao Road, Fengtai District,

Beijing, 100078, P.R.China

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

American First United Investment Group Limited

By:

Name:

Title:

Address:

Room 42, 4^th Floor, New Henry House

10 Ice Street

Central Hong Kong

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Name: Hongmei Chen

Address:

Room 1, Floor 11, Unit 1, Building 5

Shifangyuan BL, No.1, Yangfangdian

Beijing, 100038, P.R.China

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Greater Dynasty Int'l Financial Holdings Limited

By:

Name:

Title:

Address:

Room 3902, Office Building, A Tower

Beijing Fortune Donganhuan MDL

Beijing, 100020, P.R.China

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Name: Shen Yue

Address:

Rm. 13 Door. 1 Bldg. 12

Fatou Xili BL 1Chaoyang Distr.

Beijing 100023 China

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Name: Shangxun Xiong

Address:

Room 902, Building 11, Hexie Yayuan Bl.

No. 8, Wusheng Road (N), Chaoyang District

Beijing 100020 China

[Signature Page to Share Contribution and Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Share Contribution and Purchase Agreement as of the date first above written.

SELLING SHAREHOLDER:

Name: Dongping Liu

Address:

Room 402, Unite 1, Building 5, Ciji Honchg

Dangyang City, Hubei Province

444100 China

[Signature Page to Share Contribution and Purchase Agreement]

Schedule 1

Name List of Selling Shareholders Who have agreed to close the

transaction on April 23, 2012

Name of Selling Shareholder	Number of Sale Shares
Wenbiao Song		1,570,000
Hansong Liu		830,000
Saimeng Wang		840,000
Infinity Wealth Management Limited		836,000
Jin Hua		400,000
Hongmei Chen		500,000
Total		4,976,000

Schedule 2

Name List of Selling Shareholders WHO HAVE AGREED TO CLOSE the

transaction before may 20, 2012

Name of Selling Shareholder	Number of Sale Shares
Chen Wang		1,000,000
Ming Yang		1,000,000
Best Olympic Limited		310,000
American First United Investment Group Limited		797,500
Greater Dynasty Int'l Financial Holdings Limited		550,000
Shen Yue		78,000
Shangxun Xiong		520,000
Dongping Liu		100,000
Total		4,355,500

Schedule 3

List of Contributed Shares

Name of Shareholders of the Company	Number of Company Shares to Be Issued
Mr. Guangwen He		11,063
Ms. Yabin Zhong		4,620
Nicestar International Limited		3,000

Exhibit A

Certificate of Ownership and Merger (Delaware)

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

[PARENT]

WITH AND INTO

HQ Global Education Inc.

Pursuant to Section 253 of the

General Corporation of Law of the State of Delaware

[PARENT], a [British Virgin Islands company] (the "Company"), does hereby certify to the following facts relating to the merger (the "Merger") of the Company with and into HQ Global Education Inc., a Delaware corporation (the "Subsidiary"), with the Subsidiary remaining as the surviving corporation:

FIRST: The Company is incorporated pursuant to [the British Virgin Islands Companies Act]. The Subsidiary is incorporated pursuant to the General Corporation Law of the State of Delaware (the "DGCL").

SECOND: The Company owns at least 90% of the outstanding shares of each class of capital stock of the Subsidiary of which class there are outstanding shares.

THIRD: The Board of Directors of the Company, by the following resolutions duly adopted on ______ __, 201[l], determined to merge the Company with and into the Subsidiary pursuant to Section 253 of the DGCL:

WHEREAS, [PARENT], [a British Virgin Islands company] (the "Company"), owns at least 90% of the outstanding shares of each class of capital stock of HQ Global Education Inc., a Delaware corporation ("Subsidiary"), of which class there are outstanding shares; and

WHEREAS, the Board of Directors of the Company has deemed it advisable that the Company be merged with and into the Subsidiary pursuant to Section 253 of the General Corporation Law of the State of Delaware (the "General Corporation Law");

NOW, THEREFORE, BE IT AND IT HEREBY IS

RESOLVED, that the Company be merged with and into the Subsidiary pursuant to Section 253 of General Corporation Law with the Subsidiary remaining as the surviving corporation (the "Merger"); and it is further

RESOLVED, that at the effective time of the Merger, by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of capital stock of the Company shall be converted into and shall automatically become one share of Common Stock, par value $0.0001 per share, of the Subsidiary (the "Common Stock"), held by the person who was the holder of such share of capital stock of the Company immediately prior to the Merger; and it is further

RESOLVED, that at the effective time of the Merger, by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of Common Stock (other than shares of Common Stock held by the Company or the Subsidiary and shares held by a stockholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the General Corporation Law) shall automatically be converted into the right to receive $__ in cash (the "Merger Consideration"), without interest; and it is further

RESOLVED, that at the effective time of the Merger, by virtue of the Merger and without any action on the part of the holder thereof, each outstanding share of Common Stock that is owned by the Company or held in treasury by the Subsidiary shall automatically be canceled and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor; and it is further

RESOLVED, that the Company hereby appoints [l] as paying agent (the "Paying Agent") for the purpose of paying the Merger Consideration; and it is further

RESOLVED, that at the effective time of the Merger the Company shall cause to be deposited with the Paying Agent, for the benefit of the holders of shares of Common Stock entitled to receive the Merger Consideration, the Merger Consideration (the "Payment Fund"). The Paying Agent shall make payments of the Merger Consideration out of the Payment Fund to the holders of Common Stock entitled to receive the Merger Consideration pursuant to these resolutions. The Payment Fund shall not be used for any other purpose; and it is further

RESOLVED, that within five business days after the effective time of the Merger, the Subsidiary shall cause the Paying Agent to mail to each former holder of record of Common Stock (other than the Company) (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of certificates representing shares of Common Stock in exchange for the Merger Consideration to which the holder thereof is entitled. In the event of a transfer of ownership of Common Stock that is not registered in the transfer records of the Subsidiary, payment may be made to a person other than the person in whose name the Common Stock so surrendered is registered, if such certificate representing the shares of Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holders of such Common Stock or establish to the satisfaction of the Subsidiary that such tax has been paid or is not applicable; and it is further

RESOLVED, that the Company, the Subsidiary or the Paying Agent, as applicable, shall be entitled to deduct and withhold from consideration otherwise payable pursuant to these resolutions to any person such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax laws applicable to the Merger; and it is further

RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of ownership and merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the resolutions relating to the Merger.

FOURTH: The Subsidiary shall be the surviving corporation of the Merger.

FIFTH: [The certificate of incorporation of the Subsidiary as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation.]

SIXTH: The Merger has been adopted, approved, certified, executed and acknowledged by the Company in accordance with [the British Virgin Islands Companies Act].

IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this __ day of ______, 201[l].

[PARENT]
By:
	Name:
	Office:

Exhibit B1

PLAN of Merger (BVI)

PLAN OF MERGER

This Plan of Merger is made on [ ] 2012 by HQ GLOBAL EDUCATION INC., a corporation organized and existing under the General Corporation Law of the State of Delaware, United States of America on 22 January 2008, with its registered office situate at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware, 19808, United States of America, (the “Surviving Company”) in connection with a merger with Global Polytechnic Education Group Limited, a business company incorporated under the laws of the British Virgin Islands on 2 December 2011, with its registered office situate at Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands (the “Subsumed Company”) pursuant to the provisions of section 170(2) of the BVI Business Companies Act, 2004.

WHEREAS the Subsumed Company is the legal and beneficial owner of not less that 90% of the outstanding shares of each class of the Surviving Company.

NOW THEREFORE this Plan of Merger witnesseth as follows:

Section 1.            The constituent companies to this Plan of Merger are the Surviving Company and the Subsumed Company.

Section 2.            The Surviving Company is the surviving company.

Section 3.            The Surviving Company has [number] outstanding shares of capital stock (the “Surviving Company Shares”) of US$0.0001 par value with one vote for each share. The Subsumed Company has [number] outstanding shares (the “Subsumed Company Shares”) of US$ [number] par value with one vote for each share. All of the Surviving Company Shares and all of the Subsumed Company Shares are entitled to vote on the merger.

Section 4.            Upon the merger, the separate corporate existence of the Subsumed Company shall cease and the Surviving Company shall become the owner, without further action, of all the rights and property of the constituent companies and the Surviving Company shall become subject to all the liabilities, obligations and penalties of the constituent companies.

Section 5.           The manner and basis of converting the shares of the constituent companies into shares of the Company or other property shall be as follows:

5.1 each issued and outstanding shares of the Surviving Company registered in shall continue as a share of the surviving company; and

5.2 each issued and outstanding share of the Subsumed Company shall be cancelled.

Section 6.          The Memorandum of Association and Articles of Association of the Surviving Company as in effect on the effective date of the merger shall be the Memorandum of Association and Articles of Association of the surviving company until the same shall be altered or amended or until a new Memorandum of Association or Articles of Association are adopted as provided therein.

The merger shall be effective on [ ] 2012.

Exhibit B2

articles of Merger (BVI)

ARTICLES OF MERGER

These Articles of Merger are made by HQ GLOBAL EDUCATION INC., (the “Surviving Company”) in connection with a merger with Global Polytechnic Education Group Limited, (the “Subsumed Company”) pursuant to the provisions of section 172 of the BVI Business Companies Act, 2004.

WITNESSETH as follows:

1. The Surviving Company and the Subsumed Company HEREBY ADOPT the Plan of Merger, a copy of which is annexed hereto.

2. The Surviving Company was incorporated under the laws of the State of Delaware on 22 January 2008 with number [number] .

3. The Subsumed Company was incorporated under the laws of the British Virgin Islands on 2 December 2011 with number 1683716.

4. The Memorandum of Association and Articles of Association of HQ GLOBAL EDUCATION INC. shall be the Memorandum of Association and Articles of Association of the Surviving Company.

5. The Plan of Merger was approved by the directors of the Surviving Company on [ ] 2012 and was authorised by the members of the Surviving Company on [ ] 2012.

6. The Plan of Merger was approved by the directors of the Subsumed Company on [ ] 2012 and authorised by the members of the Subsumed Company on [ ]2012.

7. This merger is to be effective on [ ] 2012.

IN WITNESS WHEREOF the Surviving Company has caused these Articles of Merger to be executed on the [ ]2012.

HQ GLOBAL EDUCATION INC.

Per:
	Authorized signatory

Exhibit C

ARTICLES OF ASSOCIATION (BVI)

Exhibit D

Letter

                               , 2012

27/F, BOBO Fortune Center

No. 368 Furong Road (S)

Changsha, PRC

Ladies and Gentlemen:

Reference is made to the Share Contribution and Purchase Agreement (the“Agreement”), dated as of                 , 2012, by and among the parties listed in Schedule 1 and Schedule 2 thereto (the “Selling Shareholders” and each individually a “Selling Shareholder”), Mr. Guangwen He, Ms. Yabin Zhong, Nicestar International Limited (together with Mr. Guangwen He and Ms. Yabin Zhong, the “Founders”), and Global Polytechnic Education Group Limited (the “Buyer”).

The Buyer wishes to purchase, and each Selling Shareholder desires to sell, upon the terms and conditions stated in the Agreement, an agreed upon number of outstanding common shares of HQ Global Education Inc. (the “Company”) at the purchase price of US$0.64 per share (the “Shares”).

As a condition to each Selling Shareholder’s agreement to sell the Shares and the Founders’ and the Buyer’s agreement to furnish certain information to each Selling Shareholder regarding the Company, its financial condition, results of operations, businesses, properties, assets, liabilities, management, projections, appraisals, plans, prospects and other information relating to the Company (the “Information”), each Selling Shareholder agrees to irrevocably release, discharge, waive and dismiss against the Founders and the Buyer any and all claims, rights, remedies, causes of action, suits, obligations, debts, demands, agreements, promises, liabilities, losses, costs, expenses, fees or damages of any kind, whether known or unknown, accrued or not accrued, foreseen or unforeseen or matured or not matured that they now or may hereafter have (including, but not limited to, any and all claims alleging violations of U.S. federal or state securities laws, fraud or deceit, breach of fiduciary duty, negligence or otherwise), if any, against the Founders or the Buyer or any of their respective officers, directors, members, shareholders, partners, agents or employees with respect to the Information or non-disclosure of the Information.

Each Selling Shareholder (and any other party on whose behalf such party is acting) further represents and warrants to the Founders and the Buyer:

1. It has read and reviewed the publicly available information concerning the Company and the Founders, including without limitation the information concerning the Company and the Founders filed with the U.S. Securities and Exchange Commission, and has been advised by counsel regarding the material terms of the Shares and a selling thereof.

 2. It is (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), (ii) an “institutional accredited investor” as defined under Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or (iii) a “non-U.S. person”, as that term is defined in Rule 902 under the Securities Act.

3.  It (a) has adequate information concerning the Shares, (b) has adequate information concerning the business and financial condition of the Company and any affiliates of the Company, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary or advisable for it to make an informed selling decision with respect to the Shares and the Company, and (d) has not relied upon the Founders or the Buyer for any investigation into, assessment of, or evaluation with respect to the Shares and the Company. 

Each Selling Shareholder hereby further acknowledges that, other than as included in this letter agreement or the Agreement, none of the Founders or the Buyer is making or has made any representations or warranties with respect to the Company or the transactions contemplated hereby. Please indicate your acknowledgement and agreement to the foregoing by signing below where indicated.

[Signature page follows]

SELLING SHAREHOLDER:

Name: Wenbiao Song

Address:

No.30, Laoqianggeng Street

Xuanwu District, Beijing, P.R.China

SELLING SHAREHOLDER:

Name: Hansong Liu

Address:

Floor 23, Building B, Beijing Wanda Plaza

No.93, Jianguo Road, Chaoyang District

Beijing, 100022, P.R.China

SELLING SHAREHOLDER:

Name: Saimeng Wang

Address:

Room 1503, Bogong International Center, Building D

No.3, Chaowai Street, Chaoyang District

Beijing, 100022, P.R.China

SELLING SHAREHOLDER:

Infinity Wealth Management Limited

By:

Name:

Title:

Address:

Beijing Post Box 100069-2

Beijing, 100069, P.R.China

SELLING SHAREHOLDER:

Name: Jin Hua

Address:

342, No.26, Fengyuan Street

Xigang District, Dalian City

Liaoning Province, P.R.China

SELLING SHAREHOLDER:

Name: Chen Wang

Address:

Floor 21, New Poly Plaza

No.1 Chaoyangmen North Street

Dongcheng District, Beijing, P.R.China

SELLING SHAREHOLDER:

Name: Ming Yang

Address:

Room 525, Beijing Huapu International Plaza

Chaowai Street, Beijing, 100020, P.R.China

SELLING SHAREHOLDER:

Best Olympic Limited

By:

Name:

Title:

Address:

Room 501, Gate 3, Building 16

Hengyitiao Road, Fengtai District,

Beijing, 100078, P.R.China

SELLING SHAREHOLDER:

American First United Investment Group Limited

By:

Name:

Title:

Address:

Room 42, 4^th Floor, New Henry House

10 Ice Street

Central Hong Kong

SELLING SHAREHOLDER:

Name: Hongmei Chen

Address:

Room 1, Floor 11, Unit 1, Building 5

Shifangyuan BL, No.1, Yangfangdian

Beijing, 100038, P.R.China

SELLING SHAREHOLDER:

Greater Dynasty Int'l Financial Holdings Limited

By:

Name:

Title:

Address:

Room 3902, Office Building, A Tower

Beijing Fortune Donganhuan MDL

Beijing, 100020, P.R.China

SELLING SHAREHOLDER:

Name: Shen Yue

Address:

Rm. 13 Door. 1 Bldg. 12

Fatou Xili BL 1Chaoyang Distr.

Beijing 100023 China

SELLING SHAREHOLDER:

Name: Shangxun Xiong

Address:

Room 902, Building 11, Hexie Yayuan Bl.

No. 8, Wusheng Road (N), Chaoyang District

Beijing 100020 China

SELLING SHAREHOLDER:

Name: Dongping Liu

Address:

Room 402, Unite 1, Building 5, Ciji Honchg

Dangyang City, Hubei Province

444100 China

ACCEPTED AND AGREED TO:

FOUNDERS:

By:

Name: Guangwen He

By:

Name: Yabin Zhong

By:

Nicestar International Limited

Name: Guangwen He

Title:

BUYER: Global Polytechnic Education Group Limited

By:

Global Polytechnic Education Group Limited

Name: Guangwen He

Title:

Exhibit E

Schedule 13D

EX-99.3

Exhibit 99.3

FORM OF STOCK TRANSFER AGREEMENT

STOCK TRANSFER AGREEMENT

This STOCK TRANSFER AGREEMENT (the "Agreement") is made and entered into as of April___, 2012 by and among ________ Identity Card Number (______________________) (the “Transferor”), Global Polytechnic Education Group Limited, a company incorporated in the British Virgin Islands, whose registered address is P.O. Box 3444, Road Town, Tortola, British Virgin Islands (the “Transferee”) regarding the irrevocable transfer of _______ shares of common stock of HQ Global Education Inc., a corporation organized and existing under the laws of the State of Delaware (“HQ Global” or the “Company”).

WHEREAS, the Transferor desires to transfer certain stocks in HQ Global held by it to the Transferee, and the Transferee desires to acquire such stocks in HQ Global held by the Transferor, upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I  TRANSFER OF HQ GLOBAL'S COMMON STOCK

Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with applicable law, the Transferor hereby agrees to assign, transfer, convey and deliver to the Transferee, and the Transferee agrees to acquire _______ shares of HQ Global’s common stock held by the Transferor (the “Company Stock”) at the minimum price permitted by the laws of Hong Kong Special Administrative Region (the “Purchase Price”), free and clear of all liens, claims, encumbrances and restrictions of any kind whatsoever together with all rights attaching thereto. After the Transferee wires the Purchase Price to the bank account designated by the Transferor and the Transferor shall deliver to the Transferee certificate representing the Company Stock with necessary stock power duly executed.

The Transferor hereby irrevocably releases and forever discharges the Transferee from any and all actions, causes of action, claims, demands, debts, damages, costs, losses, penalties, attorneys’ fees, obligations, judgments, expenses, compensations, rights and liabilities of any nature whatsoever, in law or equity, whether known or unknown, contingent or otherwise (“Claims”), that the Transferor now have, may ever had in the past or may have in the future against the Transferee by reason of any act, omission, transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or thing that has occurred or existed at any time, including, without limitation, any and all Claims that in any way arise from or out of, are based upon or related to the Transferor’s ownership of the Company Stock.

ARTICLE II   REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

The Transferor hereby represents and warrants to the Transferee the following:

1

(i) the Transferor is of sound mind, has the necessary legal capacity to perform his obligations hereunder and under any other relevant documents which he may enter into pursuant to the terms hereof, and has entered into this Agreement, and will have entered into the other relevant documents of his own will after obtaining full independent professional advice (including legal advice) in respect of and understanding the nature of the obligations to be assumed by him hereunder and thereunder;

(ii) the Transferor has good and valid title to the Company Stock and is the sole record and beneficial owner of the Company Stock to be sold by him hereunder;

(iii) the Company Stock are duly authorized, validly issued and outstanding, fully paid and non-assessable, and issued without violation of any preemptive rights of any person;

(iv) the Company Stock are free and clear of any and all claims, liens, pledges, options, prior assignments, encumbrances or other rights of third parties with all rights to vote such Company Stock without any restriction;

(v) the Company Stock are not subject to any restriction or limit on further transfer and resale;

(vi) the Transferor hereby acknowledges that he fully understands the purpose, procedures and consequences of the transaction contemplated by this Agreement and the Transferee has fully disclosed all information in connection with the transaction contemplated by this Agreement;

(vii) the Transferor has timely prepared and filed all income and other material tax returns required to have been filed by him with all appropriate governmental authorities. All tax returns filed by any of the aforementioned are true, correct and complete in all material respects. All material taxes required to be paid by the Transferor have been or will be paid by the due date thereof;

(viii) There are no pending or threatened actions, suits, proceedings, inquiries or investigations against or affecting the Transferor or any of his respective properties;

(ix) the Transferor has discussed with, and relied upon the advise of his counsel with regard to the meaning and legal consequences of his representation and warranties in this Agreement and the considerations involved in the Company Stock; and

(x) No person 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 the Company Stock.

ARTICLE IV GENERAL PROVISIONS

SECTION 4.1  

Transaction Costs.  Except as otherwise provided herein, each of the parties shall pay all of his or its costs and expenses (including attorney fees and other legal costs and expenses and accountants' fees and other accounting costs and expenses) incurred by that party in connection with this Agreement.

2

SECTION 4.2  

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given

(i) on the date they are delivered if delivered in person;

(ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation;

(iii) on the date delivered by an overnight courier service; or

(iv) on the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid, to the addresses provided by each party to the other parties.

SECTION 4.3 

Headings. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 4.4 

Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of aw or public policy, all other conditions and provisions of this Agreement hall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.  

SECTION 4.5 

Entire Agreement.  This Agreement (together with the certificates and documents referred to herein) constitute the entire agreement of the parties and supersede all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.

SECTION 4.6 

Binding Effect.  All the terms and provisions of this Agreement, whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and assignees.

3

SECTION 4.7 

Preparation of Agreement.  This Agreement shall not be construed more strongly against any party regardless of who is responsible for its preparation.   The parties acknowledge each contributed and is equally responsible for its preparation.

SECTION 4.8 

Governing Law and Arbitration.  This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong Special Administrative Region, without giving effect to applicable principles of conflicts of law. Any disputes, difference or claim arising out of or in connection with this Agreement shall be referred to and determined by arbitration in Hong Kong using the law of the Hong Kong Special Administrative Region as the governing law. The Domestic Arbitration Rules of Hong Kong International Arbitration Centre shall apply to the arbitration proceedings. The place of arbitration shall be in Hong Kong. There shall be only one arbitrator. The language of the arbitration shall be Chinese.

SECTION 4.9 

Further Assurances, Cooperation.  Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete the transactions pursuant to and in the manner contemplated by this agreement.  The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this agreement.

SECTION 4.10

Third Parties.  Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties hereto and their respective administrators, executors, legal representatives, heirs, successors and assignees.  Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement.

SECTION 4.11 

Failure or Indulgence Not Waiver; Remedies Cumulative.  No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor shall nay single or partial exercise of any such right preclude other or further exercise thereof or of any other right.  All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4

SECTION 4.12

Remedies. Each of the parties to this Agreement will be entitled to enforce his rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in his sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

SECTION 4.13 

Counterparts.  This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF,

The Transferee and the Transferor have as of the date first written above executed this Agreement.

TRANSFEROR:

By:

Print name:

TRANSFEREE

Global Polytechnic Education Group Limited

By:

Name: GUANGWEN HE

Title:

5

EX-99.4

DATED  25 April 2012

YABIN ZHONG AND GUANGWEN HE

(“Founders”)

NICESTAR INTERNATIONAL LIMITED

("Company")

and

SEAVI ADVENT EQUITY V (A) LIMITED

SEAVI ADVENT EQUITY V (B) LTD

and

SAP INVESTMENTS LIMITED

(“Investors”)

THIRD SUPPLEMENTAL DEED TO

THE FOUNDERS’ AGREEMENT

DATED 6 SEPTEMBER 2010

MASON CHING & ASSOCIATES

Lawyers

1803, 18th Floor, World-Wide House

19 Des Voeux Road, Central,

Hong

THIS THIRD SUPPLEMENTAL DEED is executed on 25 April 2012.

BETWEEN

(1) SEAVI ADVENT EQUITY V (B) LTD and SAP INVESTMENTS LIMITED, each a limited company incorporated under the laws of the British Virgin Islands and whose registered office is situate at Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Investors” and each an “Investor”);

(2) YABIN ZHONG, (PRC ID No.43012419660828144X), and GUANGWEN HE, (PRC ID No.4301 2419 6807 081491) both of No.27 Jinsha Road, Lijingpu Township, Ningxiang County, Changsha City, Hunan Province, PRC (collectively referred to as the “Founders” and each a “Founder”); and

(3) NICESTAR INTERNATIONAL LIMITED, a company incorporated in the British Virgin Islands with limited liability whose registered office is situate at 2^nd Floor, Abbott Building, Road Town, Tortola, the British Virgin Islands (the “Company”)

WHEREAS:

(A) The Founders and the Investors entered into a founders’ agreement and as amended by two supplemental agreements (collectively “Founders Agreement”) relating to certain undertakings by the Founders in connection with an exchangeable bond in the principal amount of US$10,800,000, in aggregate, issued by the Company.

(B) The Founders, the Company and the Investors have entered into a fresh subscription agreement (“Subscription Agreement”) dated 5 January 2011 to supersede (save for antecedent breaches) the two subscription agreements dated 6 September and 19 December 2010 respectively relating to the subscription of exchangeable bond ("Exchangeable Bond") in the aggregate principal amount of US$10,800,000 (the “Investment Amount”) issued by the Company.

(C) The Founders wish to privatize HQ Global Education, Inc. ("HQ Global") pursuant to a Privatization Plan. The details of the Privatization Plan are set forth in Exhibit A.

(D) The Founders and the Investors agree to amend the Founders Agreement in the form of this supplemental deed on terms as set out herein below (“Third Supplemental Deed”).

(E) This Third Supplemental Deed supersedes and preempts in its entirety any prior understanding, agreement, or deed by or among the parties to this Third Supplemental Deed, written or oral, which may have related to the subject matter of this Third Supplemental Deed in any way.

IT IS HEREBY AGREED as follows:

1. Definitions and Interpretation

1.1 In the Third Supplemental Deed, capitalized terms not defined herein shall have the same meanings as defined in the Founders’ Agreement unless otherwise specifically defined.

1.2 The “Investment Documents” means the Founders Agreement, the Subscription Agreement, the Instrument, the Share Mortgage, the Third Supplemental Deed.

1.3 The “Group” means the group of persons comprising Nicestar, HQ Global, Risetime Group Limited, Global Education International Ltd., Xiangtan Nicestar, the HK Holdco, Oya, each existing school being a VIE of HQ Global, and their respective subsidiaries from time to time. “VIE” means a “variable interest entity” under generally accepted accounting principles in the United States of America.

1.4 The “Instrument” means the instrument constituting the Exchangeable Bond, dated 5 January 2011.

1.5 The “Share Mortgage” means the share mortgage in respect of 3,000,000 shares of HQ Global, dated 5 January 2011.

1.6 The “IPO” means an initial public offering of the shares of the holding company ("Listco") of the Group on an international stock exchange.

2. Consent to the Privatization Plan and Founders’ Guarantee

2.1 Subject to the provisions herein and without prejudice to the rights of the Investors under the Investment Documents, the Investors hereby

(a) consent to the Privatization Plan and approve the implementation of the Privatization Plan;

(b) agree to extend the maturity of the Exchangeable Bond to 31 December 2013 provided that the Investors shall be entitled to an interest at the rate of two per cent. (2%) per annum payable annually calculating from the date immediately after maturity of the Exchangeable Bond for the outstanding balance of the Exchangeable Bond;

(c) for the avoidance of doubt, actions taken in accordance with the Privatization Plan would not be regarded as an event of default or breach of the Investment Documents including entitling redemption of the Exchangeable Bond or enforcement of the Share Mortgage; and

(d) consent to and agree not to veto any actions taken by the Founders or each member of the Group in accordance with the Privatization Plan not explicitly included in the definition of such plan, as long as such actions (i) have been conducted in good faith; or (ii) are reasonably anticipated in similar transactions; AND (iii), in the reasonable opinion of the Investors, have not caused and will not cause any adverse effect to the rights and benefits of the Investors pursuant to the Investment Documents, provided that the Founders and the Company shall provide all material information and documents including but not limited to the agreements relating to the Privatization Plan to the Investors in advance or as soon as they are available.

2.2 In consideration of the Investors consenting to the Privatization Plan, the Founders and the Company agree as follows:

(a) At the time of an IPO of the Listco in the United States, the Founders and the Company will, upon the Investors’ request, cause a qualified U.S. law firm to issue a legal opinion customary for the IPO transaction;

(b) the Founders and the Company undertake to implement the Privatization Plan and appoint necessary professionals and staff including but not limited to engagement of one of the 4 largest international accounting firms as reporting accountants and the recruitment of a chief financial officer for the Listco in the IPO;

(c) in place of the Exchangeable Bond, the Company shall, on or before 31 May 2012, issue a fresh exchangeable bond ("Fresh Exchangeable Bond") in the principal amount of US$10,800,000 on the same terms as those of the Exchangeable Bond with an additional provision providing for the Investors' entitlement to interest as provided in Clause 2.1(b) and 2.2(g);

(d) the Company shall, and the Founders shall procure the Company to, execute a supplemental deed in favour of the Investors to amend the Share Mortgage to the effect that the Secured Obligations (as defined therein) shall cover the Fresh Exchangeable Bond instead of the Exchangeable Bond;

(e) the Founders and the Company agree and undertake that if the Listco is not HQ Global, the Exchangeable Bond shall be amended to the effect that the shares exchangeable therefrom shall be the shares of the Listco instead of the HQ Global and that they shall, at the request of the Investors, execute all necessary documents and take all necessary actions to ensure that the Investors shall receive shares in the Listco upon exchange pursuant to the Exchangeable Bond;

(f) the Founders and the Company agree that if (A) the market value of securities in the Listco held by the Investors on the expiry date of the lock-up period imposed on the Investors by the sponsor(s), underwriter(s) in accordance with prevailing custom and practice and/or the relevant stock exchange (the “Lock-up Period”) in connection with the IPO (including the Listco shares issued to the Investors upon the exchange of the Exchangeable Bond) calculated as the closing price of the Listco shares on such date multiplied by the number of the Listco shares held by the Investors on such date plus (B) the gross proceeds received by the Investors from the sale of any securities in the Listco held by the Investors at the IPO as selling shareholders is less than 2.5 times the Investment Amount, the Founders will, within 30 business days from such date, compensate the Investors by, at the Founders’ election, paying the Investors the amount of such shortage in cash or transferring to the Investors for free such number of the Listco shares as is equivalent to such amount calculated at such closing price (provided that each party shall bear its own expenses in connection with such share transfer), provided that (i) the Investors shall not transfer, assign, or deliver any of the Exchange Bond or the Listco shares issued upon the exchange of the Exchangeable Bond to any third parties following the execution of this Third Supplemental Deed and before the expiry date of the Lock-up Period, provided that the Investors may sell the Listco shares held by them at the IPO as selling shareholders if the sponsor(s) or underwriter(s) for the IPO agree to such sale in writing; (ii) after the execution of this Third Supplemental Deed, HQ Global, the Founders, the Listco and/or the Company may seek financing from one or more sources to, among other things, develop the business of HQ Global or the Listco and/or reorganize certain structures of HQ Global or the Listco, and the terms of such financing, including the amount of the fund raised and issuance price per share, shall not be subject to the consent or approval of the Investors; AND (iii) the Investors shall undertake to HQ Global, the Founders and the Company, in writing, that the offer price, the amount of proceeds and the proposed use of proceeds of the IPO shall not be subject to the consent or approval of the Investors.

(g) in the event that the Privatization Plan is not completed by 31 December 2012, the principal amount of the Fresh Exchangeable Bond together with all interest and other payments shall become immediately due and payable provided that the Investors shall not have done any act to prevent the completion of the Privatization Plan. For the avoidance of doubt, nothing herein shall prevent the Investors from doing any act to protect and/or enforce its rights and interests under the Investment Documents in connection with any actions taken by the Founders relating to the Privatization Plan which would have an adverse effect on the rights and benefits of the Investors under the Investment Documents.

3. Other Terms and Governing Law

All other terms of the Founders’ Agreement including, without limitation, the provisions for governing law and arbitration shall remain effective and in full force and apply to this Third Supplemental Deed.

IN WITNESS WHEREOF this Third Supplemental Deed has been executed by the above named Parties on the day and year first above written.

THE COMMON SEAL OF	)
SEAVI ADVENT EQUITY V (B) LTD	)
was affixed hereto	)
in the presence of:	)
THE COMMON SEAL OF	)
SAP INVESTMENTS LIMITED	)
was affixed hereto	)
in the presence of:	)

IN WITNESS WHEREOF this Third Supplemental Deed has been executed by the above named Parties on the day and year first above written.

SIGNED SEALED AND DELIVERED by	)
YABIN ZHONG	)
in the presence of:	)
SIGNED SEALED AND DELIVERED by	)
GUANGWEN HE	)
in the presence of:	)
THE COMMON SEAL OF	)
NICESTAR INTERNATIONAL	)
LIMITED was affixed hereto	)
in the presence of:	)

EXHIBIT A

The “Privatization Plan” shall mean any and all actions taken by the Founders and/or their affiliates to cause the securities of HQ Global to cease to be registered with the SEC and cease to be quoted on the OTCBB, provided that such actions would not have any adverse effect on the rights and benefits of the Investors under the Investment Documents.