0000947871-14-000013.txt : 20140103 0000947871-14-000013.hdr.sgml : 20140103 20140103155326 ACCESSION NUMBER: 0000947871-14-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20140103 DATE AS OF CHANGE: 20140103 GROUP MEMBERS: AIF VII MANAGEMENT, LLC GROUP MEMBERS: AP GEORGIA HOLDINGS GP, LLC GROUP MEMBERS: AP GEORGIA HOLDINGS, L.P. GROUP MEMBERS: APOLLO CO-INVESTORS (MHE), L.P. GROUP MEMBERS: APOLLO MANAGEMENT (MHE), LLC GROUP MEMBERS: APOLLO MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS GP, LLC GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS, L.P. GROUP MEMBERS: APOLLO MANAGEMENT VII, L.P. GROUP MEMBERS: APOLLO MANAGEMENT, L.P. GROUP MEMBERS: GEORGIA HOLDINGS, INC. GROUP MEMBERS: MHE ACQUISITION, LLC GROUP MEMBERS: MHE US HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ChinaEdu CORP CENTRAL INDEX KEY: 0001411419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83714 FILM NUMBER: 14505539 BUSINESS ADDRESS: STREET 1: 12TH FLOOR, CAPTIAL TIMES SQUARE STREET 2: NO. 88 XICHANGAN STREET CITY: BEIJING STATE: F4 ZIP: 100031 BUSINESS PHONE: (8610) 8391 3168 MAIL ADDRESS: STREET 1: 12TH FLOOR, CAPTIAL TIMES SQUARE STREET 2: NO. 88 XICHANGAN STREET CITY: BEIJING STATE: F4 ZIP: 100031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McGraw-Hill Global Education Intermediate Holdings, LLC CENTRAL INDEX KEY: 0001585002 IRS NUMBER: 800899362 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 PENN PLAZA 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10121 BUSINESS PHONE: 212-904-3914 MAIL ADDRESS: STREET 1: 2 PENN PLAZA 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10121 SC 13D/A 1 ss198473_sc13da.htm AMENDMENT NO. 6 TO SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

ChinaEdu Corporation

(Name of Issuer)

Ordinary shares, par value US$0.01

(Title of Class of Securities)

16945L107(**)

(CUSIP Number)

David Stafford

McGraw-Hill Global Education Intermediate Holdings, LLC

2 Pennsylvania Plaza #6, New York, NY 10121

(212) 904-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 31, 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 which 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 13d-7 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 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).

(**) This CUSIP number applies to the Issuer’s American Depositary shares, each representing three ordinary shares. No CUSIP has been assigned to the ordinary shares.

13D

CUSIP No. 16945L107

Page 2 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON McGraw-Hill Global Education Intermediate Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.6% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

The Reporting Person beneficially owns 1,590,078 of the Issuer’s American Depositary Shares (“ADS”), representing 4,770,234 underlying Ordinary Shares, and 2 Ordinary Shares. As further described in Items 2 and 4, the Reporting Person may be deemed to beneficially own the Issuer’s Ordinary Shares beneficially owned by the Founder Parties, the Existing Shareholders and the Additional Consortium Members.

The calculation is based on 25,440,012 Ordinary Shares as of December 6, 2013, 233,172 Ordinary Shares due to employee option exercise after September 17 through to the date hereof, and 4,375,160 Ordinary Shares subject to options and restricted units held by MGHE Intermediate, the Founder Parties, Existing Shareholders and the Additional Consortium Member that are deemed to be outstanding for the purpose of computing the percentage of the Ordinary Shares beneficially owned by the Reporting Person. The numbers used for purposes of this calculation are contained in the Issuer’s current books and records

13D

CUSIP No. 16945L107

Page 3 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON MHE US Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.6% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

13D

CUSIP No. 16945L107

Page 4 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON MHE Acquisition, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.6% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

13D

CUSIP No. 16945L107

Page 5 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Georgia Holdings, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.6% (See Item 5)2
14	TYPE OF REPORTING PERSON CO

13D

CUSIP No. 16945L107

Page 6 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Co-Investors (MHE), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 15,638,820 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 15,638,820 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,638,820 shares of Ordinary Shares (See Items 2, 3, 4 and 5)3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52% (See Item 5)2
14	TYPE OF REPORTING PERSON PN

The Reporting Person beneficially owns 636,031 of the Issuer’s ADSs, representing 1,908,093 underlying Ordinary Shares, and 1 Ordinary Share. As further described in Items 2 and 4, the Reporting Person may be deemed to beneficially own the Issuer’s Ordinary Shares beneficially owned by the Founder Parties, the Existing Shareholders and the Additional Consortium Members.

13D

CUSIP No. 16945L107

Page 7 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management (MHE), LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 15,638,820 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 15,638,820 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,638,820 shares of Ordinary Shares (See Items 2, 3, 4 and 5)3
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

13D

CUSIP No. 16945L107

Page 8 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON AP Georgia Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 16,592,868 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 16,592,868 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,592,868 shares of Ordinary Shares (See Items 2, 3, 4 and 5)4
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.2% (See Item 5)2
14	TYPE OF REPORTING PERSON PN

The Reporting Person beneficially owns 954,047 of the Issuer’s ADSs, representing 2,862,141 underlying Ordinary Shares, and 1 Ordinary Share. As further described in Items 2 and 4, the Reporting Person may be deemed to beneficially own the Issuer’s Ordinary Shares beneficially owned by the Founder Parties, the Existing Shareholders and the Additional Consortium Members.

13D

CUSIP No. 16945L107

Page 9 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON AP Georgia Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 16,592,868 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 16,592,868 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,592,868 shares of Ordinary Shares (See Items 2, 3, 4 and 5)4
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.2% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

13D

CUSIP No. 16945L107

Page 10 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.6% (See Item 5)2
14	TYPE OF REPORTING PERSON PN

13D

CUSIP No. 16945L107

Page 11 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON AIF VII Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.6% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

13D

CUSIP No. 16945L107

Page 12 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.6% (See Item 5)2
14	TYPE OF REPORTING PERSON PN

13D

CUSIP No. 16945L107

Page 13 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.6% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

13D

CUSIP No. 16945L107

Page 14 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.6% (See Item 5)2
14	TYPE OF REPORTING PERSON PN

13D

CUSIP No. 16945L107

Page 15 of 27


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON Apollo Management Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,500,962 shares of Ordinary Shares (See Items 2, 3, 4 and 5)1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.6% (See Item 5)2
14	TYPE OF REPORTING PERSON OO

This Amendment No. 6 amends and supplements the statement on Schedule 13D filed with the SEC on August 23, 2013, as amended by Amendment No. 1 on September 13, 2013, Amendment No. 2 on September 16, 2013, Amendment No. 3 on September 19, 2013, Amendment No. 4 on October 16, 2013 and Amendment No. 5 on December 6, 2013 (the “Schedule 13D”), which relates to the ordinary shares, par value US$0.01 (the “Ordinary Shares”), of ChinaEdu Corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D. Responses to each item of this Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and supplemented by replacing the last two paragraphs of Item 2 with the below paragraphs:

As further described in Item 4 below, MHGE Intermediate and the Additional Consortium Members executed a Deed of Adherence, dated December 5, 2013, in connection with a consortium agreement, dated August 16, 2013 (the “Consortium Agreement”), as amended on December 5, 2013, pursuant to which MHGE Intermediate and the Additional Consortium Members were admitted as consortium members with Mr. Shawn Ding, Ms. Julia Huang, Moral Known Industrial Limited and South Lead Technology Limited (collectively, the “Founder Parties”), the existing shareholders of the Issuer as set forth in the Consortium Agreement (collectively, the “Existing Shareholders”). The Existing Shareholders hold 6,949,595 Ordinary Shares of the Issuer and 346,000 Ordinary Shares underlying stock options exercisable within 60 days of the date hereof in the aggregate (the “Shares Held by Existing Shareholders”). Weblearning Company Limited and Guo Young (the “Additional Consortium Members”) hold 792,600 Ordinary Shares of the Issuer (the “Shares Held by Additional Consortium Members”). Ms. Huang directly owns 573,000 Ordinary Shares of the Issuer and indirectly owns 1,943,780 Ordinary Shares underlying stock options and restricted stock units exercisable within 60 days of the date hereof (the “Shares Held by Ms. Huang”), as reported on a Schedule 13D filed by Ms. Huang and her investment vehicle with the SEC on January 3, 2013. Mr. Shawn Ding directly owns 1,040,370 Ordinary Shares of the Issuer and indirectly owns 2,085,380 Ordinary Shares underlying stock options and restricted stock units exercisable within 60 days of the date hereof (the “Shares Held by Mr. Ding”), as reported on a Schedule 13D filed by Mr. Ding and his investment vehicle with the SEC on January 3, 2013. As a result of the Consortium Agreement, the Reporting Persons may be deemed to (a) constitute a “group” (within the meaning of Rule 13d-5(b) of the Act) with the Founder Parties, the Existing Shareholders and the Additional Consortium Members and (b) beneficially own the 18,500,962 Ordinary Shares of the Issuer.

Due to the relationship of the Reporting Persons described in this Item 2 and the provisions of the Consortium Agreement described in this Item 2 and Item 4, each of the Reporting Persons may be deemed to share with the Founder Parties, the Existing Shareholders, the Additional Consortium Members power to dispose or direct the disposition of 18,500,962 Ordinary Shares, which constitutes approximately 61.6% of the Ordinary Shares. Each Reporting Person hereby expressly disclaims beneficial ownership of any Ordinary Shares beneficially owned by the Founder Parties , the Existing Shareholders, the Additional Consortium Members or any other person, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) of the Act) with the Founder Parties, the Existing Shareholders, the Additional Consortium Members or any other person, and this Schedule 13D shall not be construed as acknowledging that any of the Reporting Persons, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, beneficially owns any Ordinary Shares beneficially owned by the Founder Parties, the Existing Shareholders, the Additional Consortium Members or any other person or is a member of a group with the Founder Parties, the Existing Shareholders, the Additional Consortium Members or any other person.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

MHGE Intermediate’s acquisition of 3,377,336 of the Ordinary Shares reported in this Schedule 13D was part of an internal reorganization performed by The McGraw-Hill Companies, Inc. in conjunction with that entity’s sale of all of the shares of McGraw-Hill Global Education Holdings, LLC to Management Holdings GP. This latter sale was consummated on March 22, 2013, upon which the Reporting Persons became beneficial owners of the Ordinary Shares reported in this Statement on Schedule 13D. On December 13, 2004 for cash consideration of $5,000,000, The McGraw-Hill Companies, Inc. acquired securities of the Issuer that were convertible into the Ordinary Shares. None of the proceeds used to purchase the Ordinary Shares were provided through borrowing of any nature.

The source of funding for MHGE Intermediate’s acquisition of the 464,300 ADSs, representing 1,392,900 Ordinary Shares, reported in this Schedule 13D was MHGE Intermediate’s cash on hand. None of the proceeds used to purchase the ADSs were provided through borrowing of any nature.

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. The Reporting Persons may be deemed to beneficially own the Shares Held by Ms. Huang, the Shares Held by Mr. Ding, the Shares Held by Existing Shareholders and the Shares Held by the Additional Consortium Members based on the Consortium Agreement.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Founder Parties Acquisition Proposal

On June 20, 2013, the Issuer announced that it had received a preliminary, non-binding proposal (the “Proposal”) from Mr. Ding and Ms. Huang, to acquire all of the outstanding ordinary shares of the Issuer not currently owned by them, at a proposed price of $2.33 in cash per Ordinary Share, subject to certain conditions.

Consortium Agreement

On December 5, 2013, MHGE Intermediate and the Additional Consortium Members executed a Deed Of Adherence pursuant to which MHGE Intermediate and the Additional Consortium Members were admitted to as consortium members. Under the Consortium Agreement, MHGE Intermediate, the Founder Parties, the Existing Shareholders and the Additional Consortium Members (collectively, the “Rollover Shareholders”) have agreed to, among other things, form a consortium to work exclusively with one another to acquire the Issuer (the “Transaction”). In addition, the Rollover Shareholders have agreed not to (1) make a competing proposal for the acquisition of control of the Issuer; or (2) acquire or dispose of any (i) American depositary shares (“ADS,” each ADS representing three (3) Ordinary Shares of the Issuer), (ii) shares of the Issuer or (iii) warrants, options or shares that are convertible into ADSs or Ordinary Shares of the Issuer. Further, MHGE Intermediate, the Founder Parties, the Existing Shareholders and the Additional Consortium Members have agreed to incorporate ChinaEdu Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”) and cause Holdings to incorporate ChinaEdu Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of Holdings (“Merger Sub”), which will be merged with and into the Issuer upon consummation of the Transaction;

contribute all remaining Ordinary Shares of Issuer and all outstanding restricted share units and share options held by each party to Holdings; conduct due diligence with respect to the Issuer and its business; engage in discussions with the Issuer regarding the Proposal; negotiate in good faith any amendments to the Proposal; negotiate in good faith the terms of the documentation required to implement the Transaction, including but not limited to the Proposal, a merger agreement, any debt financing documents and a shareholders’ agreement that would, among other things, support the Proposal or govern the relationship of the shareholders of Holdings following the consummation of the Transaction; use best efforts to arrange debt financing for the Issuer to be implemented at or following the consummation of the Transaction; and if the Transaction is consummated, be reimbursed by the Surviving Corporation (as defined below) for certain costs and expenses related to the Transaction. Under the terms of the Consortium Agreement, MHGE Intermediate has the right to withdraw from the consortium between signing and closing of the Merger (as defined below) under certain circumstances. In addition, promptly following the closing, MHGE Intermediate shall have the right to designate one or more directors to the Board of Directors of each of Holdings and the Surviving Corporation (as defined below) as is proportionate to MHGE Intermediate’s equity ownership in Holdings. The Consortium Agreement may be amended by MHGE Intermediate, the Founder Parties, the Existing Shareholders and the Additional Consortium Members at any time.

In connection with the Transaction, and pursuant to the Consortium Agreement, MHGE Intermediate will roll over 3,377,336 Ordinary Shares and will sell 1,392,900 Ordinary Shares in exchange for the consideration on the same terms offered to the Issuer’s public shareholders at the closing of the Transaction.

Merger Agreement

On December 31, 2013, the Issuer entered into an agreement and plan of merger (the “Merger Agreement”) with Holdings, Merger Sub, providing for the merger of Merger Sub with and into the Issuer, with the Issuer continuing as the surviving corporation (the “Surviving Corporation”) and wholly-owned subsidiary of Holdings (the “Merger”). At the effective time of the Merger (the “Effective Time”), the outstanding Ordinary Shares and ADSs will cease to be outstanding and will be cancelled, and each Ordinary Share (excluding the Rollover Shares (as defined below)), Ordinary Shares or ADSs held in the Issuer’s treasury, and any Ordinary Shares or ADSs held by a stockholder of the Issuer who is entitled to and properly exercises appraisal rights under the Companies Law (as amended) of the Cayman Islands will be converted into the right to receive cash consideration, without interest, equal to $2.33 per Ordinary Share ($7.00 per ADS) (the “Per Ordinary Share/Per ADS Merger Consideration”).

At the effective time of the Merger, each option to purchase Ordinary Shares (each, an “Issuer Option”) granted pursuant to the Company’s 2010 Equity Incentive Plan (the “Plan”) that is then outstanding and unexercised, whether or not vested, shall be cancelled and converted into and exchanged for an option to acquire one fully paid and non-assessable ordinary share of Holdings (each, a “Holdings Option”). Each Holdings Option shall have an exercise or purchase price equal to the exercise or purchase price of the corresponding Issuer Option. Each Holdings Option shall otherwise retain the same grant date, the same vesting or exercise schedule, the same term and expiration date and substantially the same other material terms and conditions as each Issuer Option. At the effective time of the Merger, each restricted stock unit granted pursuant to the Plan (each, an “Issuer RSU”) shall be cancelled and converted into and exchanged for a restricted stock unit of Holdings (each, a “Holdings RSU”). Each Holdings RSU shall be subject to the same terms and conditions as each Issuer RSU.

The Merger Agreement contains customary representations, warranties and covenants for a transaction of this type. The Merger Agreement also contains customary covenants, including covenants providing for each of the parties (i) to use reasonable best efforts to cause the transactions to be consummated and (ii) to call and hold an extraordinary stockholders’ meeting of the Issuer for purposes of voting and approving the Merger Agreement and recommend adoption of the Merger Agreement, subject to applicable fiduciary duties. The Merger Agreement also requires the Issuer to conduct its operations in all material respects according to the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the consummation of the Merger. The Issuer is subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to and engage in discussions with third parties regarding alternative acquisition proposals, subject to certain exceptions in certain circumstances prior to adoption of the Merger Agreement.

The consummation of the Merger is subject to customary closing conditions as well as the approval by an affirmative vote of (i) shareholders representing two-thirds or more of the Ordinary Shares present and voting in person or by proxy as a single class at the extraordinary general meeting, and (ii) shareholders (other than the Rollover Shareholders (as defined below)) representing a majority of the outstanding Ordinary Shares (excluding the ordinary shares held by the Rollover Shareholders) present and voting in person or by proxy as a single class at the extraordinary general meeting.

If the transactions contemplated by the Merger Agreement are consummated, the Ordinary Shares and the ADSs will be delisted from NASDAQ and deregistered under the Act.

Upon consummation of the Merger, the directors of Merger Sub at the effective time of the Merger and the officers of the Issuer at the effective time of the Merger shall in each case be the directors and officers of the Surviving Corporation, unless otherwise determined by Holdings prior to the effective time, until their respective successors are duly elected or appointed and qualified or their death, resignation or removal in accordance with the articles of incorporation and by-laws of the Surviving Corporation. Pursuant to the Consortium Agreement and the Shareholders Agreement (as defined below), promptly following the consummation of the Merger, MHGE Intermediate shall have the right to designate one or more directors to the board of directors of each of Holdings and the Surviving Corporation as is proportionate to MHGE Intermediate’s equity ownership in Holdings.

Voting Agreement

In connection with the transactions contemplated by the Merger Agreement, on December 31, 2013, Holdings, the Issuer and each of the Rollover Shareholders entered into a voting agreement (the “Voting Agreement”), pursuant to which each Rollover Shareholder agreed to, with respect to the Ordinary Shares (including Ordinary Shares represented by ADSs) listed in the Voting Agreement, (i) vote in favor of approval of the Merger Agreement and the transactions contemplated thereby and any related action reasonably required in furtherance thereof, (ii) vote against any alternative acquisition proposal by a third party, (iii) not enter into at any time prior to the termination of the Voting Agreement, any voting trust agreement or any other contract (other than the Contribution Agreement (as defined below)) and (iv) appoint Holdings and any other designee of Holdings as irrevocable proxy and attorney-in-fact (with full power of substitution) to vote such shares. The Voting Agreement will terminate immediately upon termination of the Merger Agreement.

Contribution Agreement

In connection with the transactions contemplated by the Merger Agreement, on December 31, 2013, Holdings and the Rollover Shareholders entered into a contribution agreement (the “Contribution Agreement”), pursuant to which, shortly before the closing date of the Merger (the “Closing Date”), the Rollover Shareholders will contribute all of the Ordinary Shares (except, in the case of MHGE Intermediate, limited to 3,377,336 Shares held by MHGE Intermediate) held by them to Holdings (such contributed Ordinary Shares, the “Rollover Shares”). The Rollover Shareholders will receive stock consideration equal to one share of Holdings stock per Rollover Share.

In addition, from the date of the Contribution Agreement until termination thereof, the Rollover Shareholders will not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of any Rollover Shares or any right, title or interest thereto or therein (including by operation of law), (iii) deposit any Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement with respect to any Rollover Shares (other than the Voting Agreement and the Consortium Agreement), (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in the Contribution Agreement untrue or incorrect or have the effect of preventing, disabling or delaying such Rollover Shareholder from performing any of his, her or its obligations under the Contribution Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv).

The Contribution Agreement will terminate immediately upon termination of the Merger Agreement.

Facility Agreement

In connection with the transactions contemplated by the Merger Agreement, on December 24, 2013, China Merchants Bank (“CMB”) and Holdings entered into USD30,000,000 facility agreement (the “Facility Agreement”), pursuant to which CMB agreed to, subject to certain conditions, arrange for the financing required to complete the Merger. The Facility Agreement will be used to finance the Per Ordinary Share/Per ADS Merger Consideration and the payment of fees, costs and expenses incurred in connection with the Merger.

Shareholders Agreement

In connection with the transactions contemplated by the Merger Agreement, on December 31, 2013, each of the Rollover Shareholders entered in to a shareholders agreement (the “Shareholders Agreement”). Pursuant to the terms of the Shareholders Agreement, promptly following the closing of the Merger, MHGE Intermediate will have the right to designate one or more directors to the Board of Directors of each of Holdings and the surviving corporation as is proportionate to MHGE Intermediate’s equity ownership in Holdings. In addition, the Holdings Options and Holdings RSUs will be governed by a plan that will be adopted following the consummation of the Merger (the “Holdings Plan”). The Holdings Plan will contain substantially the same terms, including the number of Holdings Options and Holdings RSUs available for issuance, as those provided under the Plan (as defined in the Merger Agreement) currently in effect.

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 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 of directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of directors; 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 Consortium Agreement, the amendment to the Consortium Agreement, the Merger Agreement, the Voting Agreement, the Contribution Agreement, the Facility Agreement and the Shareholders Agreement set forth above in this Item 4 do not purport to be complete and is qualified in its entirety by reference to the full text of the Consortium Agreement, the amendment to the Consortium Agreement, the Merger Agreement, the Voting Agreement, the Contribution Agreement, the Facility Agreement and the Shareholders Agreement, which has been filed as Exhibit 2, Exhibit 3, Exhibit 4, Exhibit 5, Exhibit 6, Exhibit 7 and Exhibit 8, respectively, and are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

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 25,673,184 Ordinary Shares issued and outstanding on the date hereof and 4,375,160 Ordinary Shares subject to options and restricted stock units held by the Founder Parties, the Existing Shareholders, MHGE Intermediate and the Additional Consortium Members that are deemed to be outstanding for the purpose of computing the percentage of the Ordinary Shares beneficially owned by the Reporting Person.

Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to beneficially own 18,500,962 Ordinary Shares, which constitutes approximately 61.6% of the total outstanding Ordinary Shares.

(c) 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) Not applicable.

(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

Exhibit 1:

Joint Filing Agreement, dated as of January 3, 2014, by and among the Reporting Persons.

Exhibit 2:

Consortium Agreement, dated August 16, 2013, by and among Shawn Ding, Julia Huang and Existing Shareholders (incorporated herein by reference to Exhibit 3 to the Schedule 13D/A filed on December 6, 2013).

Exhibit 3:

First Amendment to Consortium Agreement, dated December 5, 2013, by and among Shawn Ding, Julia Huang, the Existing Shareholders, MHGE Intermediate and the Additional Consortium Members (incorporated herein by reference to Exhibit 3 to the Schedule 13D/A filed on December 6, 2013).

Exhibit 4:

Agreement and Plan of Merger, dated December 31, 2013, by and among ChinaEdu Holdings Limited, ChinaEdu Merger Sub Limited and ChinaEdu Corporation. (previously filed with the Issuer’s Form 6-K on December 31, 2013).

Exhibit 5:

Voting Agreement, dated December 31, 2013, by and among ChinaEdu Corporation, ChinaEdu Holdings Limited, Shawn Ding, Moral Known Industrial Limited, Julia Huang, South Lead Technology Limited, Gegeng Tana, Mei Yixin, Pan Zhixin, Ellen Huang, InterVision Technology Ltd., MLP Holdings Limited, New Value Technology Limited, Lingyuan Furong Investment Mgmt Co., Ltd., McGraw-Hill Global Education Intermediate Holdings, LLC, Weblearning Company Limited and Guo Young.

Exhibit 6:

Contribution Agreement, dated December 31, 2013, by and among ChinaEdu Holdings Limited, Shawn Ding, Moral Known Industrial Limited, Julia Huang, South Lead Technology Limited, Gegeng Tana, Mei Yixin, Pan Zhixin, Ellen Huang, InterVision Technology Ltd., MLP Holdings Limited, New Value Technology Limited, Lingyuan Furong Investment Mgmt Co., Ltd., McGraw-Hill Global Education Intermediate Holdings, LLC, Weblearning Company Limited and Guo Young.

Exhibit 7:

USD30,000,000 Facility Agreement (Holdco), dated December 24, 2013.

Exhibit 8:

Shareholders Agreement, dated December 31, 2013 by and among ChinaEdu Holdings Limited, Shawn Ding, Moral Known Industrial Limited, Julia Huang, South Lead Technology Limited, Gegeng Tana, Mei Yixin, Pan Zhixin, Ellen Huang, InterVision Technology Ltd., MLP Holdings Limited, New Value Technology Limited, Lingyuan Furong Investment Mgmt Co., Ltd., McGraw-Hill Global Education Intermediate Holdings, LLC, Weblearning Company Limited and Guo Young.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Dated: January 3, 2014

	MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC


	By:		/s/ David Stafford
			David Stafford
			Senior Vice President and General Counsel

	MHE US HOLDINGS, LLC


	By:		/s/ David Stafford
			David Stafford
			Senior Vice President and General Counsel

	MHE ACQUISITION, LLC


	By:		/s/ David Stafford
			David Stafford
			Senior Vice President and General Counsel

	GEORGIA HOLDINGS, INC.


	By:		/s/ David Stafford
			David Stafford
			Senior Vice President and General Counsel

APOLLO CO-INVESTORS (MHE), L.P.

By:	Apollo Management (MHE), LLC its investment manager

	By:	Apollo Management VII, L.P. its member-manager

		By:	AIF VII Management, LLC its general partner

			By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

APOLLO MANAGEMENT (MHE), LLC

By:	Apollo Management VII, L.P. its member-manager

	By:	AIF VII Management, LLC its general partner

		By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

AP GEORGIA HOLDINGS, L.P.

By:	AP Georgia Holdings GP, LLC its general partner

	By:	Apollo Management VII, L.P. its manager

		By:	AIF VII Management, LLC its general partner

			By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

AP GEORGIA HOLDINGS GP, LLC

By:	Apollo Management VII, L.P. its manager

	By:	AIF VII Management, LLC its general partner

		By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

APOLLO MANAGEMENT VII, L.P.

By:	AIF VII Management, LLC its general partner

	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

AIF VII MANAGEMENT, LLC

By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

APOLLO MANAGEMENT, L.P.

By:	Apollo Management GP, LLC its general partner

	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

APOLLO MANAGEMENT GP, LLC

By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

APOLLO MANAGEMENT HOLDINGS, L.P.

By:	Apollo Management Holdings GP, LLC its general partner

	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

APOLLO MANAGEMENT HOLDINGS GP, LLC

By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

APPENDIX A

The following sets forth information with respect to the managers and certain of the executive officers of Management Holdings GP. Capitalized terms used herein without definition have the meanings assigned thereto in the Schedule 13D to which this Appendix A relates.

Messrs. Leon D. Black, Joshua Harris and Marc Rowan are the managers, as well as principal executive officers, of Management Holdings GP. The principal occupation of each of Messrs. Black, Harris and Rowan is to act as executive officers, managers and directors, as the case may be, of Management Holdings GP and other related investment managers and advisors.

The business address of each of Messrs. Black, Harris and Rowan is 9 West 57th Street, 43rd Floor, New York, New York 10019. Messrs. Black, Harris and Rowan are each a citizen of the United States. Each of Messrs. Black, Harris and Rowan disclaim beneficial ownership of all of the Ordinary Shares included in this report, and the filing of this report shall not be construed as an admission that any such person is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Page 27

EX-99.1 2 ss198473_ex9901.htm JOINT FILING AGREEMENT

EXHIBIT 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of January 3, 2014.

	MCGRAW-HILL GLOBAL EDUCATION INTERMEDIATE HOLDINGS, LLC


	By:		/s/ David Stafford
			David Stafford
			Senior Vice President and General Counsel

	MHE US HOLDINGS, LLC


	By:		/s/ David Stafford
			David Stafford
			Senior Vice President and General Counsel

	MHE ACQUISITION, LLC


	By:		/s/ David Stafford
			David Stafford
			Senior Vice President and General Counsel

	GEORGIA HOLDINGS, INC.


	By:		/s/ David Stafford
			David Stafford
			Senior Vice President and General Counsel

APOLLO CO-INVESTORS (MHE), L.P.

By:	Apollo Management (MHE), LLC its investment manager

	By:	Apollo Management VII, L.P. its member-manager

		By:	AIF VII Management, LLC its general partner

			By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

APOLLO MANAGEMENT (MHE), LLC

By:	Apollo Management VII, L.P. its member-manager

	By:	AIF VII Management, LLC its general partner

		By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

AP GEORGIA HOLDINGS, L.P.

By:	AP Georgia Holdings GP, LLC its general partner

	By:	Apollo Management VII, L.P. its manager

		By:	AIF VII Management, LLC its general partner

			By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

AP GEORGIA HOLDINGS GP, LLC

By:	Apollo Management VII, L.P. its manager

	By:	AIF VII Management, LLC its general partner

		By:	/s/ Laurie D. Medley
				Laurie D. Medley Vice President

APOLLO MANAGEMENT VII, L.P.

By:	AIF VII Management, LLC its general partner

	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

AIF VII MANAGEMENT, LLC

By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

APOLLO MANAGEMENT, L.P.

By:	Apollo Management GP, LLC its general partner

	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

APOLLO MANAGEMENT GP, LLC

By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

APOLLO MANAGEMENT HOLDINGS, L.P.

By:	Apollo Management Holdings GP, LLC its general partner

	By:	/s/ Laurie D. Medley
			Laurie D. Medley Vice President

APOLLO MANAGEMENT HOLDINGS GP, LLC

By:	/s/ Laurie D. Medley
		Laurie D. Medley Vice President

Page 33

EX-99.5 3 ss198473_ex9905.htm VOTING AGREEMENT

Exhibit 5

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2013, by and among CHINAEDU HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”), CHINAEDU CORPORATION, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and certain shareholders of the Company, listed on Schedule A (each, a “Voting Shareholder” and collectively, the “Voting Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).

WITNESSETH:

WHEREAS, the Voting Shareholders have entered into a Consortium Agreement, dated August 16, 2013, as amended on December 5, 2013 (the “Consortium Agreement”), pursuant to which the Voting Shareholders formed a consortium (the “Consortium”) to undertake a transaction to acquire the Company;

WHEREAS, concurrently herewith, Holdings, ChinaEdu Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Holdings (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub shall merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”);

WHEREAS, as of the date hereof, each Voting Shareholder is the owner of such ordinary shares, par value $0.01 per share, of the Company, including shares represented by American Depositary Shares (the “Shares”) as set forth opposite such Voting Shareholder’s name on Schedule A (with respect to each Voting Shareholder, the “Voting Shares”);

WHEREAS, certain Voting Shareholders intend and are obligated to contribute some or all of their Voting Shares to Holdings in exchange for newly issued ordinary shares of Holdings prior to the consummation of the Merger pursuant to a contribution agreement entered into in connection with the Merger Agreement dated on the date hereof (the “Contribution Agreement”); and

WHEREAS, in order to induce Holdings, Merger Sub and the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger and the Voting Shareholders have agreed to enter into this Agreement, pursuant to which the Voting Shareholders are agreeing, among other things, to vote all of their Shares in accordance with the terms of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Section 1. Voting of the Company Shares.

(a) Each Voting Shareholder hereby agrees that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at any meeting of the Company’s shareholders, however called, and at any postponement or adjournment thereof, or in any other circumstances where any vote, consent or other approval is taken in respect of the Merger Agreement, each Voting Shareholder shall (i) in the case of a meeting, appear at such meeting or otherwise cause the Voting Shares to be counted as present for purposes of calculating a quorum and ensure any vote at such meeting be a poll vote, (ii) vote or otherwise cause to be voted all of his, her or its Voting Shares (w) in favor of the approval of the Merger Agreement and the transactions contemplated therein and any related action reasonably required in furtherance thereof, (x) against any other Acquisition Proposal,(y) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay or postpone, discourage or adversely affect the Merger Agreement or the transactions contemplated thereby, and (z) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Voting Shareholder contained in this Agreement, and (iii) not enter into at any time prior to the termination of this Agreement in accordance with its terms, any voting trust agreement or any other Contract (other than the Contribution Agreement) with respect to any Voting Shares.

(b) Each Voting Shareholder hereby appoints Holdings and any other designee of Holdings, each of them individually, such Voting Shareholder’s irrevocable (the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms) proxy and attorney-in-fact (with full power of substitution) to vote the Voting Shares as indicated in Section 1(a). Each Voting Shareholder intends this proxy to be irrevocable (until the termination date) and coupled with an interest and shall take such further actions or execute such other instruments as may be necessary to effectuate the intent of this proxy, and hereby revokes any proxy previously granted by such Voting Shareholder with respect to the Voting Shares.

(c) Notwithstanding anything to the contrary herein, this Section 1 shall not limit or restrict any Voting Shareholder or any affiliate or designee of any Voting Shareholder who serves as a member of the board of directors of the Company from acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities.

Section 2. Representations and Warranties of the Voting Shareholders. Each Voting Shareholder, severally and not jointly, except that (a) with respect to each of Julia Huang and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of Shawn Ding and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), hereby represents and warrants to the Company and Holdings as follows:

(a) Ownership of Company Shares. Such Voting Shareholder is the beneficial and record owner of, and has good and valid title to, the Voting Shares, free and clear of Liens other than as created by this Agreement. Such Voting Shareholder has sole voting power, sole power of disposition, sole power to demand dissenter’s rights (if applicable) and sole power to agree to all of the matters set forth in this Agreement (including sole power to issue instructions with respect to the matters set forth in Section 1 hereof), in each case with respect to all of the Voting Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, Laws of the Cayman Islands and the terms of this Agreement. The Voting Shares are not subject to any voting trust agreement or other Contract to which such Voting Shareholder is a party restricting or otherwise relating to the voting or transfer of the Voting Shares, other than this Agreement, which would affect in any way the ability of such Voting Shareholder to perform its obligations as set out in this Agreement. Such Voting Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Voting Shares, except as contemplated by this Agreement.

(b) Organization, Standing and Authority. Each such Voting Shareholder which is a company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, with no limitations, qualifications or restrictions on such power, subject to applicable securities laws and the terms of this Agreement. Each such Voting Shareholder who is an individual has full legal capacity and all the requisite power and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Voting Shareholder and, assuming due authorization, execution and delivery by Holdings and the Company, constitutes a legal, valid and binding obligation of such Voting Shareholder, enforceable against such Voting Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

nor compliance by such Voting Shareholder with any of the provisions hereof shall (A) require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on such Voting Shareholder or his, her or its properties or assets, (B) conflict with or violate any provision of the organizational documents of any such Voting Shareholder (as applicable), (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Voting Shareholder pursuant to any Contract to which such Voting Shareholder is a party or by which such Voting Shareholder or any property or asset of such Voting Shareholder is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Voting Shareholder or any of such Voting Shareholder’s properties or assets.

(d) No Litigation. There is no action, suit, investigation, complaint or other proceeding pending against any such Voting Shareholder or, to the knowledge of such Voting Shareholder, any other Person or, to the knowledge of such Voting Shareholder, threatened against any Voting Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Voting Shareholder of his, her or its obligations under this Agreement.

(e) Reliance. Such Voting Shareholder understands and acknowledges that Holdings and the Company are entering into the Merger Agreement in reliance upon such Voting Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Voting Shareholder contained herein.

Section 3. Representations and Warranties of the Company and Holdings.

(a) The Company hereby represents and warrants to Holdings and each Voting Shareholder that:

(i) Organization, Standing and Authority. The Company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Company and, assuming due authorization, execution and delivery by Holdings and the Voting Shareholders (subject to the proviso in Section 8(n)), constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

(ii) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of the Company for the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby; and (ii) neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof shall (A) require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on the Company or its properties or assets, (B) conflict with or violate any provision of the organizational documents of the Company, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of the Company pursuant to, any Contract to which the Company is a party or by which any property or asset of the Company is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of Company’s properties or assets.

(b) Holdings hereby represents and warrants to the Company and each Voting Shareholder that:

(i) Organization, Standing and Authority. Holdings is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Holdings and, assuming due authorization, execution and delivery by the Company and the Voting Shareholders (subject to the proviso in Section 8(n)), constitutes a legal, valid and binding obligation of Holdings, enforceable against Holdings in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

(ii) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Holdings for the execution, delivery and performance of this Agreement by Holdings or the consummation by Holdings of the transactions contemplated hereby; and (ii) neither the execution, delivery or performance of this Agreement by Holdings nor the consummation by Holdings of the transactions contemplated hereby nor compliance by Holdings with any of the provisions hereof shall (A) require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on Holdings or its properties or assets, (B) conflict with or violate any provision of the organizational documents of Holdings, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Holdings pursuant to, any Contract to which Holdings is a party or by which any property or asset of Holdings is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Holdings or any of Holdings’ properties or assets.

Section 4. Additional Securities. Each Voting Shareholder covenants and agrees, severally and not jointly, except that (a) with respect to each of Julia Huang and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of Shawn Ding and Moral Known Industrial Limited, jointly and severally (only with respect to themselves),that such Voting Shareholder shall promptly (and in any event within 48 hours) notify Holdings of any new Shares with respect to which beneficial ownership is acquired by such Voting Shareholder, including, without limitation, by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, if any, after the date hereof. Any such Shares shall automatically become subject to the terms of this Agreement as Voting Shares, and Schedule A shall be deemed amended accordingly.

Section 5. Transfer and Other Restrictions. Each Voting Shareholder severally and not jointly, except that (a) with respect to each of Julia Huang and South Lead Technology Limited, jointly and severally (only with respect to themselves) and (b) with respect to each of Shawn Ding and Moral Known Industrial Limited, jointly and severally (only with respect to themselves), covenants and agrees not to, directly or indirectly:

(a) except pursuant to the terms of the Merger Agreement, offer for sale, sell (constructively or otherwise), transfer, tender, pledge, hypothecate, grant, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, grant, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), any or all of the Voting Shares or any interest therein, (i) except as provided in Section 1 hereof or (ii) unless each Person to which any Voting Shares (or any interest in any Voting Shares) is or may be Transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Voting Shares (or interest in such Voting Shares) subject to all of the terms and provisions of this Agreement; or

(b) take any other action that would prevent or materially impair such Voting Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Voting Shareholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Voting Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by any other Voting Shareholder of his, her or its obligations under this Agreement.

Any purported Transfer in violation of this Section 5 shall be null and void.

Section 6. Disclosure. Unless required by Law, each Voting Shareholder shall not, and shall cause his, her or its Affiliates and Representatives not to, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, without the prior written consent of Holdings and the Company.

Each Voting Shareholder (a) consents to and authorizes the publication and disclosure by Holdings or the Company of such Voting Shareholder’s identity and ownership of the Voting Shares and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Holdings or the Company reasonably determines in its good faith judgment is required to be disclosed by Law in any press release, any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Entity in connection with the Merger Agreement (or the transactions contemplated thereby) and (b) agrees promptly to give to Holdings and the Company any information they may reasonably request concerning such Voting Shareholder for the preparation of any such documents.

Section 7. Termination. This Agreement, and the obligations of the Voting Shareholders hereunder, shall terminate immediately, without any action on the part of any party hereto, (a) with respect to McGraw-Hill Global Education Intermediate Holdings, LLC (“McGraw-Hill”) only, in the event that McGraw-Hill withdraws from the Consortium in accordance with Section 6.03(b) of the Consortium Agreement, or (b) upon the earliest to occur of (i) the Effective Time and (ii) the valid termination of the Merger Agreement in accordance with Article VIII thereof; provided, that certain provisions herein shall survive the termination of this Agreement in accordance with Section 8(i); provided, further, that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement; provided, however, that, notwithstanding the foregoing, in the event that this Agreement is terminated with respect to McGraw-Hill in accordance with Section 7(a), the provisions set forth in Section 6 shall not be binding upon McGraw-Hill or survive the termination of this Agreement with respect to McGraw-Hill.

Section 8. Miscellaneous.

(a) Entire Agreement. This Agreement (together with the Merger Agreement and the Contribution Agreement to the extent referred to in this Agreement) constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.

(b) Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

(c) Amendment; Modification and Waiver. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto and otherwise as expressly set forth herein. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

(d) No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company or the Holdings any direct or indirect ownership or incident of ownership of or with respect to any Voting Shares. All rights, ownership and economic benefits of and relating to the Voting Shares shall remain vested in and belong to each Voting Shareholder and his, her or its respective affiliates, if any.

(e) Interpretation. When a reference is made in this Agreement to sections or subsections, such reference shall be to a section or subsection of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “herein,” “hereof,” “hereunder” and words of similar import shall be deemed to refer to this Agreement as a whole, including any schedules and exhibits hereto, and not to any particular provision of this Agreement. Any pronoun shall include the corresponding masculine, feminine and neuter forms. References to “party” or “parties” in this Agreement means each Voting Shareholder, the Company and Holdings. References to “US dollar,” “dollars,” “US$ “ or “$ “ in this Agreement are to the lawful currency of the United States of America. For purposes of this Agreement, “beneficially owns”, “beneficial owner” or “beneficial ownership” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).

(f) Notices. All notices and other communications hereunder shall be in writing (in English) and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile or e-mail, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier, or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below or, with respect to the Voting Shareholders, on Schedule A, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i)

If to Company:

ChinaEdu Corporation

4th Floor-A, GeHua Building

No.1 Qinglong Hutong, Dongcheng District

Beijing, 100007, The People’s Republic of China

Attention: Simon Mei

Facsimile: +861084187331

E-mail: simon@chinaedu.net

(ii)

If to Holdings:

ChinaEdu Holdings Limited

4th Floor-A, GeHua Building

No.1 Qinglong Hutong, Dongcheng District

Beijing, 100007, The People’s Republic of China

Attention: Shawn Ding

Facsimile: +861084187331

E-mail: sding@chinaedu.net; and

and with further copy (which shall not constitute notice) to:

Loeb & Loeb LLP

Suite 4301, Tower C, Beijing Yintai Center

2 Jianguomenwai Daije, Chaoyang District

Beijing 100022, P.R. China

Attention: Roger Peng

Facsimile: +861059543501

Email: rpeng@loeb.com.cn

(iii) If to a Voting Shareholder, in accordance with the contact information contained on the books and records of the Company.

(g) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of 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 shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(h) Enforcement. Notwithstanding any other provision of this Agreement, the parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at Law or in equity. Each of the parties hereby further waives (i) any defense in any action for specific performance that a remedy at Law would be adequate, and (ii) any requirement under any Law that a party seeking equitable relief hereunder post security as a prerequisite to obtaining such equitable relief.

(i) No Survival. None of the representations, warranties, covenants and agreements made in this Agreement shall survive the termination of the Agreement in accordance with its terms, except for the agreements in Section 7 and this Section 8.

(j) No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement.

(k) Governing Law; Jurisdiction; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or his, her or its affiliates against any other party or its affiliates shall be brought and determined in the courts of the State of New York sitting in the County of New York or the federal courts of the United States of America sitting in the Southern District of New York. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to his, her or its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence or maintain any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that he, she or it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (ii) that he, she or it or his, her or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(l) Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(m) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

(n) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties; provided, however, that if any of the Voting Shareholders fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

(o) No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that he, she or it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

[Signatures page follows]

IN WITNESS WHEREOF, Company, Holdings and the Voting Shareholders have caused to be executed or executed this Agreement as of the date first written above.


	CHINAEDU CORPORATION

	By:		/s/ Julia Huang
	Name:		Julia Huang
	Title:		Executive Chairman