SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.____)*

ChinaEdu Corporation

(Name of Issuer)

Ordinary Shares, par value $0.01 per share

(Title of Class of Securities)

16945L107(**)

(CUSIP Number)

Shawn Ding

4^th Floor-A, GeHua Building

No.1 Qinglong Hutong, Dongcheng District

Beijing, 100007, The People’s Republic of China

(86 10) 8418 6655

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 20, 2013

(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 §§240.13d -1(e), 240.13d -1(f) or 240.13d -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 §240.13d -7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 10 Pages)

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 (“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).

Item 1. Security and Issuer

This Schedule 13D (the “Schedule 13D”) relates to the ordinary shares, par value US$0.01 per share, of the Issuer (the “Ordinary Shares”). The principal executive offices of the Issuer are located at 4th Floor-A, GeHua Building, No.1 Qinglong Hutong, Dongcheng District, Beijing, 100007, the People’s Republic of China.

Item 2. Identity and Background

The Reporting Persons are making this joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Statement.

Mr. Shawn Ding is the chief executive officer and a director of the Issuer. Mr. Ding is a citizen of the United States. His principal occupation is as an officer and a director of the Issuer. Mr. Ding’s business address is 4th Floor-A, GeHua Building, No.1 Qinglong Hutong, Dongcheng District, Beijing, 100007, The People’s Republic of China.

Moral Known Industrial Limited (“Moral Known”) is a company incorporated under the laws of the British Virgin Islands. Moral Known is an investment holding company wholly owned by Mr. Ding. Moral Known’s principal business address, which also serves as its principal office, is c/o 4th Floor-A, GeHua Building, No.1 Qinglong Hutong, Dongcheng District, Beijing, 100007, The People’s Republic of China. Mr. Ding is the sole director and officer of Moral Known.

Ms. Julia Huang is the executive chairman of the board of directors of the Issuer. Ms. Huang is a citizen of the United States. Her principal occupation is as the executive chairman of the Issuer. Ms. Huang’s business address is 4th Floor-A, GeHua Building, No.1 Qinglong Hutong, Dongcheng District, Beijing, 100007, The People’s Republic of China.

South Lead Technology Limited (“South Lead”) is a company incorporated under the laws of the British Virgin Islands. South Lead is an investment holding company wholly owned by Ms. Huang. South Lead’s principal business address, which also serves as its principal office, is c/o 4th Floor-A, GeHua Building, No.1 Qinglong Hutong, Dongcheng District, Beijing, 100007, The People’s Republic of China. Ms. Huang is the sole director and officer of South Lead.

Due to the nature of the transaction described in Item 4 of this statement, the each of the Reporting Persons could be deemed to be part of a “group” (within the meaning of Section 13(d)(3) of the Act) with each other.

Each of the Reporting Persons hereby disclaims beneficial ownership of any Ordinary Shares beneficially owned by any of the other Reporting Persons or any other person, and does not affirm membership in a “group” (within the meaning of Rule 13(d)-5 of the Act) with any of the other Reporting Persons or any other person, and this Schedule 13D shall not be construed as acknowledging that any of the Reporting Persons, for any or all purposes, beneficially owns any Ordinary Shares beneficially owned by any of the other Reporting Persons or any other person or is a member of a group with the other Reporting Person or any other person.

Item 3. Source and Amount of Funds or Other Consideration

The information set forth in or incorporated by reference in Items 2, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 3. No Ordinary Shares were purchased by the Reporting Persons and thus no funds were used by any of the Reporting Persons for such purpose.

Item 4. Purpose of Transaction

On June 20, 2013, Mr. Ding and Ms. Huang submitted a non-binding proposal (the “Proposal”) to the Issuer’s board of directors related to the proposed acquisition (the “Acquisition”) of all of the outstanding Ordinary Shares and American Depositary Shares (“ADSs”, each representing three Ordinary Shares) of the Issuer, in both cases, that are not beneficially owned by them for cash consideration equal to US$7.00 per ADS, or US$2.33 per Ordinary Share, to be funded by debt and/or equity capital. Mr. Ding and Ms. Huang have proposed to conduct customary due diligence and indicated that they are prepared to promptly negotiate and finalize definitive agreements with respect to the Acquisition.

None of the Issuer or any of the Reporting Persons is obligated to complete the transactions described herein, and a binding commitment with respect to the Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation.

Other than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present Board or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the Board; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; and taking any action similar to any of those enumerated above.

The description of the Proposal set forth above in this Item 4 do not purport to be complete and are qualified in its entirety by reference to the full text of the Proposal, which has been filed as Exhibit 2, and is incorporated herein by this reference.

Item 5. Interest in Securities of the Issuer

The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.

(a)–(b) The following disclosure assumes that there are a total of 36,883,095 Ordinary Shares, including the Ordinary Shares not outstanding that are subject to options and units but deemed to be outstanding for the purpose of computing the percentage of the Ordinary Shares beneficially owned by the Reporting Person, and the Ordinary Shares outstanding as of March 31, 2013, based on the information provided in the Issuer’s Annual Report on Form 20-F and Current Report on Form 6-K filed with the SEC on April 25, 2013 and June 20, 2013, respectively. .

Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to beneficially own 5,642,320 Ordinary Shares, which constitutes approximately 15.3% of the total outstanding Ordinary Shares, including 75,000 Ordinary Shares held by Mr. Ding, 425,160 Ordinary Shares held through Moral Known by Mr. Ding, 2,625,380 Ordinary Shares held through Moral Known issuable to Mr. Ding underlying stock options and restricted share units exercisable within 60 days, 33,000 Ordinary Shares held by Ms. Huang, and 2,483,780 Ordinary Shares held through South Lead issuable to Ms. Huang underlying stock options and restricted share units exercisable within 60 days. Mr. Ding is the sole director of Moral Known and holds 100% of its total outstanding shares. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Mr. Ding may be deemed to beneficially own all of the Ordinary Shares held by Moral Known. Ms. Huang is the sole director of South Lead and holds 100% of its total outstanding shares. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Ms. Huang may be deemed to beneficially own all of the Ordinary Shares held by South Lead.

(c) During the last sixty days, Shawn Ding purchased 25,000 ADSs at $6.0 per ADS, representing 75,000 Ordinary Shares, on June 21, 2013, and Julia Huang purchased 8,000 ADSs, of which 3,000 ADSs were purchased at $6.2 per ADS, 3,000 ADSs at $6.05 per ADS, and 2,000 ADSs at $6 per ADS, representing an aggregate of 24,000 Ordinary Shares, on June 21, 2013, through open market transactions with respect to all the purchases. Except as disclosed herein, none of the Reporting Persons has effected any transactions in the Ordinary Shares (including Ordinary Shares represented by ADSs) during the last sixty days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

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

The information set forth or incorporated in Item 3 and Item 4 is hereby incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

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.

Dated: July 1, 2013

INDEX TO EXHIBITS

Exhibit 1

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.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 1, 2013.

Exhibit 2

The Board of Directors
ChinaEdu Corporation
4th Floor-A, GeHua Building
No. 1 Qinglong Hutong, Dongcheng District
Beijing 100007
People's Republic of China

Dear Sirs:

Julia Huang (“Ms. Huang”), executive chairman of the board of directors of ChinaEdu Corporation (the “Company”) and Shawn Ding (“Mr. Ding”), CEO of the Company (collectively, the “Buyer Parties”), are pleased to submit this preliminary, non-binding proposal to acquire all outstanding ordinary shares (the “Shares”) and the American Depositary Shares (“ADSs”, each representing three Shares) of the Company, in both cases, that are not beneficially owned by the Buyer Parties and certain other shareholders of the Company who may join the Buyer Parties (the “Acquisition”).

We believe that our proposal of US$2.33 in cash per Share, or US$7.00 in cash per ADS, will provide an attractive opportunity to the Company's shareholders. This price represents a premium of approximately 20% to the closing price of the Company’s ADSs on June 19, 2013 and a premium of approximately 22% to the volume weighted average price of the Company’s ADSs for the last 180 trading days.

1.  Consortium. The Buyer Parties intend to work with each other exclusively in pursuing the Acquisition during the course of the transaction. Please also note that the Buyer Parties are currently only interested in pursuing the Acquisition and have no interest in selling their ordinary shares in any other transaction involving the Company.

2.  Purchase Price. The Buyer Parties are prepared to pay for the Shares and ADSs to be acquired in the Acquisition at a price of US$2.33 per Share and US$7.00 per ADS, as the case may be, in cash. 

3.  Funding. It is intended that the Acquisition will be funded by debt and/or equity capital. We expect definitive commitments for the required debt financing and/or equity funding, subject to terms and conditions set forth therein, to be in place when the Definitive Agreements (as defined below) are signed.

4.  Due Diligence.  We will be in a position to commence our due diligence for the Acquisition immediately upon receiving access to the relevant materials. We believe that we will be in a position to complete customary legal, financial and accounting due diligence for the Acquisition in a timely manner and in parallel with discussions on the Definitive Agreements.

5.  Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) providing for the Acquisition and related transactions. These Definitive Agreements will include representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

6.  Process.  We recognize that the Company's Board of Directors (the “Board”) will evaluate the Acquisition independently before it can make its determination to endorse it. Given the involvement of Mr. Ding and Ms. Huang in the Acquisition, we appreciate that the independent members of the Board will proceed to consider the proposed Acquisition and that Mr. Ding and Ms. Huang will recuse themselves from participating in any Board deliberations and decisions related to the Acquisition.

7.  Advisors. The Buyer Parties have retained Loeb & Loeb LLP as U.S. legal counsel in connection with the Acquisition.

8.  Confidentiality. We are sure you will agree with us that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law or mutually agreed to by the parties, until we have executed the Definitive Agreements or terminated our discussions.

9.  No Binding Commitment.  This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.

In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.