Attached files
| file | filename |
|---|---|
| EX-99.1 - CHINACAST EDUCATION CORP | v195474_ex99-1.htm |
| EX-10.1 - CHINACAST EDUCATION CORP | v195474_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): August 19,
2010
CHINACAST EDUCATION
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-50550
|
20-0178991
|
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
Suite
08, 20/F, One International Financial Centre, 1 Harbour View
Street
Central,
Hong Kong
|
|
(Address
of principal executive offices) (Zip
Code)
|
Registrant’s
telephone number, including area code: (852)
3960-6506
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On August 19, 2010, ChinaCast Education
Holdings Limited (the “Purchaser”), a British Virgin Islands company and a
wholly-owned subsidiary of ChinaCast Education Corporation (the “Company”),
entered into a Share Transfer Agreement (the “Agreement”) with Wu Shi Xing,
Wintown Enterprises Limited, a British Virgin Islands company (“Wintown”),
Shanghai Rubao Information Technology Co., Ltd., a limited liability company
incorporated under the laws of the PRC (“Rubao”), Wuhan Jiyang Education
Investment Co., Ltd., a limited liability company incorporated under the laws of
the PRC (“Jiyang”) and Hubei Industrial University Business College (“HIUBC”), a
private, accredited university in Wuhan, China.
Pursuant to the terms of the Agreement,
the Purchaser agreed to purchase all of the issued and outstanding
shares of Wintown from Mr. Wu, Wintown’s sole shareholder, for a total purchase
price of RMB450,000,000 (or approximately $66.2 million). Wintown
owns all of the issued and outstanding equity interests in Rubao and Rubao owns
all of the issued and outstanding equity interest in Jiyang. HIUBC is
jointly sponsored by Jiyang and Hubei Industrial University, with Jiyang
contributing 100% of the operation capital of HIUBC.
HIUBC, which was founded in 2003 by
private investors, is an independent, accredited college affiliated
with Hubei Industrial University, a state-owned university, that offers bachelor
degree and diploma courses in industrial engineering design, computer
engineering, management, economics, language studies and law. For the
current academic year which started on September 1, 2009 and will end on August
31, 2010 (the “2009 Academic Year”), HIUBC had 9,929 students
enrolled and a staff that included 511 full-time and part-time
teachers.
A copy of the Agreement if filed
herewith as Exhibit 10.1. The description of the Agreement contained
in this Current Report on Form 8-K is qualified in its entirety by referenced to
Exhibit 10.1.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On August 23, 2010, the Purchaser
completed the acquisition of HIUBC through its acquisition of Wintown for a
total purchase price of RMB450,000,000 (or approximately $66.2
million). Of that amount, (i) RMB50,000,000 (or approximately $7.4
million) of the purchase price has been paid, (ii) RMB310,000,000 (or
approximately $45.6 million) will be paid, subject to the
satisfaction or waiver of certain conditions specified in the Agreement, within
10 business days of August 23, 2010 and (iii) the remaining RMB90,000,000 (or
approximately $13.2 million) will be paid, subject to the
satisfaction or waiver on or prior to August 31, 2010 of certain
conditions specified in the Agreement, within 30 days of August 31,
2010. Notwithstanding the foregoing, the total purchase price to be
paid by the Purchaser is subject to reduction in accordance with the terms of
the Agreement, in the event that PRC GAAP tax-based net profit of HIUBC
for the 2009 Academic Year is less than RMB50,000,000 (or approximately $7.4
million). The source of the cash used for the acquisition is from working
capital of the Company.
Item
8.01 Other Events.
On August 23, 2010, the Company issued
a press release announcing the closing of the acquisition of HIUBC. A
copy of the press release is filed herewith as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired
The
financial information that is required pursuant to this Item will be filed by
amendment not later than 71 calendar days after the date that this initial
report on Form 8-K is required to be filed.
(b) Pro-forma
Financial Information
The
pro-forma financial information that is required pursuant to this Item will be
filed by amendment not later than 71 calendar days after the date that this
initial report on Form 8-K is required to be filed.
(d) Exhibits
|
Exhibit Number
|
Description
|
|
|
10.1
|
English
Translation of Share Transfer Agreement dated August 19, 2010 by and among
ChinaCast Education Holdings Limited, Wu Shi Xing, Wintown Enterprises
Limited, Shanghai Rubao Information Technology Co., Ltd., Wuhan Jiyang
Education Investment Co., Ltd. and Hubei Industrial University Business
College.
|
|
|
99.1
|
Press
release, dated August 23,
2010.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
August
27, 2010
|
CHINACAST
EDUCATION CORPORATION
|
|
|
By:
|
/s/ Antonio Sena
|
|
|
Name:
Antonio Sena
|
||
|
Title: Chief
Financial
Officer
|
||
Exhibits
|
Exhibit Number
|
Description
|
|
|
10.1
|
English
Translation of Share Transfer Agreement dated August 19, 2010 by and among
ChinaCast Education Holdings Limited, Wu Shi Xing, Wintown Enterprises
Limited, Shanghai Rubao Information Technology Co., Ltd., Wuhan Jiyang
Education Investment Co., Ltd. and Hubei Industrial University Business
College.
|
|
|
99.1
|
Press
release, dated August 23,
2010.
|