8-K

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): March 23, 2012 (March 19, 2012)

CHINACAST EDUCATION CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-33771 (Commission File Number)	20-178991 (I.R.S. Employer Identification Number)
	Suite 08, 20/F, One International Financial Centre, 1 Harbour View Street Central, Hong Kong (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (852) 3960 6506

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) On March 19, 2012, the Board of Directors of ChinaCast Education Corporation (the “Company”), received a letter dated March 19, 2012 from Michael J. Santos, a member of the Board of Directors and the President-International of the Company, pursuant to which Mr. Santos resigned from the Board of Directors, effective immediately. Mr. Santos will continue to serve as President-International of the Company.

In his resignation letter, Mr. Santos stated (i) his discontent with the manner in which corporate decisions had been made following the election of a new board in January 2012, “given the control of the board by the new slate of independent directors”; (ii) his belief that some corporate decision-making had “adversely affected the Company and its shareholders”; (iii) that “unfounded legal proceedings” and “threats made by certain board members” against him and other members of the management team had “created a hostile and dysfunctional board environment”; and (iv) that these circumstances “greatly inhibit” his ability to continue to perform his fiduciary duties as a board member.

The above description of the contents of the Mr. Santos’ resignation letter is qualified in its entirety by reference to the full text of letter, which is attached as Exhibit 17.1 to this Form 8-K and incorporated by reference herein.

(d) On March 23, 2012, ChinaCast Education Corporation (the “Company”) announced that Mr. David Xiaoying Gao had been appointed to its Board of Directors, effective immediately. Mr. Gao has not been appointed to any board committees.

For his service on the Board of Directors, Mr. Gao will receive the same cash compensation as other non-employee directors, including a $50,000 annual retainer, a $5,000 annual fee for each committee he is appointed to and serves on, and a $10,000 annual fee for any committee he is appointed to, serves on and chairs. Subject to shareholder approval for additional equity-based compensation for directors, the Board also intends to grant to Mr. Gao 75,000 restricted shares of the Company’s common stock, to be vested over a three year period (assuming continued service).

There are no transactions between Mr. Gao and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release relating to the board changes is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company’s under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

17.1 Letter from Michael J. Santos, dated March 19, 2012.

The following exhibit is furnished as part of this Current Report on Form 8-K:

99.1 Press Release dated March 23, 2012.

SIGNATURES

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

Date:   March 23, 2012
	ChinaCast Education Corporation
	By:	/s/ Antonio Sena
		Name:  Antonio Sena
		Title:  Chief Financial Officer

EX-17.1

Exhibit 17.1

March 19, 2012

Mr. Ron Chan Tze Ngon
Chairman and Chief Executive Officer
ChinaCast Education Corporation

Cc: Board of Directors

Dear Ron,

After the reconstitution of the new board, and given the control of the board by the new slate of independent directors, I have become increasingly less content with the manner in which important corporate decisions, many of which I believe have adversely affected the Company and its shareholders, have been made. In addition, unfounded legal proceedings and threats made by certain board members against our management team, and me personally, have created a hostile and dysfunctional board environment. While I continue to enjoy the productive and effective working relationship we — the members of management — have with each other, the matters I refer to above greatly inhibit my ability to continue to perform my fiduciary duties as a board member.

Therefore, after considerable thought, it is with regret that I ask you to accept my resignation from the Board of Directors effective immediately. I continue to look forward to work with you in my management role as President-International.

Very truly yours,

/s/ Michael J. Santos
Michael J. Santos President-International
	Unit 1002, Golden Tower B2 No. 82 Dongsihuanzhong Rd., Chaoyang District Beijing, People’s Republic of China Tel: +86-10-8751-0988, Fax: +86-10-8751-0788

EX-99.1

Exhibit 99.1

ChinaCast Education Appoints David Xiaoying Gao as Director;

Michael Santos Resigns from Board

Beijing, March 23, 2012 -- ChinaCast Education Corporation (the “Company”, NASDAQ: CAST), a leading post-secondary education and e-learning services provider in China, today announced the appointment of Mr. David Xiaoying Gao as a director of the Company, effective immediately. As Michael Santos resigned as a director of the Company on March 19, 2012, the number of directors on the Company’s board remains at seven.

Mr. Gao also currently serves as an independent director for China Nuokang Bio-Pharmaceutical Inc. (Nasdaq:NKBP) and China Biologic Products Inc (Nasdaq:CBPO). From February 2004 until its acquisition by Sanofi in February 2011, Mr. Gao served as the chief executive officer and a director of BMP Sunstone, which was a Nasdaq listed company prior to the acquisition. Following the acquisition, Mr. Gao transitioned to becoming a senior integration advisor for Sanofi from February 2011 to August 2011. Previously, Mr. Gao served as chairman of the board of directors and CEO of Abacus Investments Ltd, a private wealth management company. Mr. Gao also held various executive positions at Motorola, Inc., including vice-president and director of the integrated electronic system sector, Asia-Pacific operations, and served as a member of the management board of Motorola Asia Pacific, Motorola Japan Ltd. and Motorola China. Mr. Gao holds a B.S. in mechanical engineering from the Beijing Institute of Technology, a M.S. in mechanical engineering from Hanover University in Germany and a M.B.A. from the Massachusetts Institute of Technology.

“I am honored to be appointed as an independent director of ChinaCast,” said Mr. Gao. “I believe the Company is well positioned as a post-secondary education and e-learning provider in the Chinese education market, which presents one of the most attractive growth opportunities in China for both short and long term. I look forward to working with the Company’s board and management team to help grow the Company’s business and enhance shareholder value.”

About ChinaCast Education Corporation

Established in 1999, ChinaCast Education Corporation is a leading for-profit, post-secondary education and e-learning services provider in China. The Company provides post-secondary degree and diploma programs through its three fully accredited universities: The Foreign Trade and Business College of Chongqing Normal University located in Chongqing; Lijiang College of Guangxi Normal University located in Guilin; and Hubei Industrial University Business College located in Wuhan. These universities offer four year and three year, career-oriented bachelor’s degree and diploma programs in business, finance, economics, law, IT, engineering, hospitality and tourism management, advertising, language studies, art and music.

The Company also provides e-learning services to post-secondary institutions, K-12 schools, government agencies and corporate enterprises via its nationwide satellite broadband network. These services include interactive distance learning applications, multimedia education content delivery and vocational training courses. The Company is listed on the NASDAQ Global Select Market with the ticker symbol CAST.

Safe Harbor Statement

This press release may contain statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements express our current expectations or forecasts of possible future results or events, including projections of future performance, statements of management’s plans and objectives, future contracts, and forecasts of trends and other matters. These projections, expectations and trends may involve a number of risks and uncertainties including, among others, the risk factors listed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and other publicly-available filings with the SEC. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “outlook,” “project” and other words and expressions of similar meaning. No assurance can be given that the results in any forward-looking statements will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

Contact:

MZ North America
Ted Haberfield, President
+1-760-755-2716
thaberfield@hcinternational.net