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): February 17,
2011
CHINACAST EDUCATION
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33771
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20-178991
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Suite
08, 20/F, One International Financial Centre, 1 Harbour View
Street
Central,
Hong Kong
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(Address
of Principal Executive Offices and Zip
Code)
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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):
Item
7.01 Regulation FD Disclosure.
As a
supplement to the shareholder letter provided on Monday, February 14, 2011, we
are providing further information on our first university acquisition, The
Foreign Trade and Business College (‘FTBC) of Chongqing Normal University, which
includes the parties involved, ownership exchange and
consideration.
The acquisition of 80% of
Hai Lai Education Technology Ltd. (Hai Lai), which in turn holds 100% of FTBC,
for RMB 480 million
The total consideration of RMB 480
million to acquire 80% of Hai Lai was paid out not only by Yupei Training
Information Technology Co., Ltd. (‘Yupei’), which paid RMB 165 million, but also
by ChinaCast Technology (Shanghai) Limited, which paid the remaining balance of
RMB 315 million, in a separate transaction. Both Yupei and ChinaCast Technology
(Shanghai) Limited are local subsidiaries of ChinaCast. The receipts
of the proceeds of these transactions were confirmed by the
Sellers. This acquisition has been fully disclosed in our 2008 annual
report (10K), which includes financial statements audited by our auditor,
Deloitte Touche Tohmatsu CPA Ltd., and filed with the SEC.
For
statutory purpose, local auditors were engaged each year to audit all of our
local subsidiaries on a standalone basis. The local auditor for Yupei only
considered payment made directly by Yupei as long term investment and the
consideration paid by other companies within our Group were not included in
Yupei’ s accounts.
The acquisition of the
remaining 20% of FTBC by Yupei from Chaosheng Education, which owned the
remaining 20% of Hai Lai
The
original executed Sales & Purchase agreement was written in Chinese and the
filing version was a translated summary in English. There is a typo in the
English summary translation of the executed S&P. In Clause 5.6 of the
translated version, “transferee” should be “transferor”, which was the original
shareholders of Chaosheng Education.
Thus,
after correcting the typo, the paragraph should read:
Since its
founding, Chaosheng Education has, up to now, only been engaged in investing in
the Target Company (Hai Lai), without undertaking any other operational
activities. The investment amount in the Target Company made by Chaosheng
Education is RMB 5,000,000, of which RMB 300,000 was paid in the form of
Chaosheng Education’s registered capital, and the balance of RMB 4,700,000 is
the capital lent by the Transferor. As of the Base Date, there
are only these three items on Chaosheng Education’s balance
sheet. The Transferor has now agreed to relinquish the right, on the
contract effective date, to demand Chaosheng Education to pay back RMB
4,700,000. Therefore, after the effective date of this contract,
Chaosheng Education does not carry any potential debt or any
liabilities. If there is any, the entire amount is the responsibility
of the Transferor. Chaosheng Education does not have obligation to bear any
liability.
Thus,
after the correction, this paragraph simply states:
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1.
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The
original shareholders of Chaosheng Education (not Yupei) made the RMB 4.7m
loan to Chaosheng Education
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2.
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When
Yupei acquired Chaosheng Education which held the remaining 20% of Hai
Lai, the original shareholders of Chaosheng Education agreed to relinquish
any right to their loan to Chaosheng
Education.
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The
receipts of the proceeds of these transactions were confirmed by the Sellers.
This acquisition has been fully disclosed in our 2009 annual report (10K), which
includes financial statements audited by our auditor, Deloitte Touche Tohmatsu
CPA Ltd, and filed with the SEC.
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.
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Dated: February
17, 2011
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CHINACAST EDUCATION
CORPORATION
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By:
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/s/ Antonio Sena | |
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Name:
Antonio Sena
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Title: Chief
Financial Officer
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