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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">As filed with the Securities and Exchange Commission on July 10, 2007
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 0pt">Registration No.&nbsp;333-<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>


<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT UNDER THE<BR>
SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B><FONT style="border-bottom: 1px solid #000000">CHINACAST EDUCATION CORPORATION</FONT></B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>20-0178991</B></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of incorporation or
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">I.R.S. Employer Identification No.</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">organization)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>25 fl. Qiang Sheng Mansion<BR>
No.145 Pu Jian Road, Pudong District</B><BR>
<FONT style="border-bottom: 1px solid #000000"><B>Shanghai, 211217, People&#146;s Republic of China</B></FONT></DIV>

<DIV align="center" style="font-size: 10pt">(Address of Principal Executive Offices)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>ChinaCast
Education Corporation 2007 Omnibus</B></div>
<DIV align="center" style="font-size: 10pt; margin-top: 0pt"><B>Securities
and Incentive Plan</B></div>
<DIV align="center">
<DIV style="font-size: 3pt; margin-top: 0pt; width: 35%; border-top: 1px solid #000000">&nbsp;</DIV>
</div>
<DIV align="center" style="font-size: 10pt; margin-top: 0pt">(Full title of the plan)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Ron Chan Tze Ngon, Chief Executive Officer<BR>
25 fl. Qiang Sheng Mansion<BR>
No.145 Pu Jian Road, Pudong District</B><BR>
<FONT style="border-bottom: 1px solid #000000"><B>Shanghai, 211217, People&#146;s Republic of China</B></FONT>
</DIV>

<DIV align="center" style="font-size: 10pt">(Name and address of agent for service)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>(86)&nbsp;21 6864 4666</B><BR>
<DIV style="margin-top: 1px"><FONT style="border-top: 1px solid #000000">(Telephone number, including area code, of agent for service)</FONT></DIV></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Copies of all communications, including all communications sent to agent for service to:</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Mitchell S. Nussbaum, Esq.<BR>
Loeb &#038; Loeb LLP<BR>
345 Park Ave.<BR>
New York, NY 10154<BR>
Phone: (212)&nbsp;407-4000<BR>
Facsimile: (212)&nbsp;407-4990</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>CALCULATION OF REGISTRATION FEE</B></DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>PROPOSED</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>PROPOSED</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>TITLE OF</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>MAXIMUM</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>MAXIMUM</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>SECURITIES TO BE</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>AMOUNT TO BE</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>OFFERING PRICE</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>AGGREGATE</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>AMOUNT OF</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>REGISTERED</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>REGISTERED</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>PER SHARE(1)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>OFFERING PRICE (1)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>REGISTRATION FEE</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD align="center" style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">2,500,000</TD>
    <TD nowrap valign="top" style="border-top: 2px solid #000000">(2)</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">5.85</TD>
    <TD valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">14,625,000</TD>
    <TD valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">448.98</TD>
    <TD valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" style="border-top: 2px solid #000000"><DIV style="margin-left:30px; text-indent:-15px">Total</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">2,500,000</TD>
    <TD valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" valign="top" style="border-top: 2px solid #000000">448.98</TD>
    <TD valign="top" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 3pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee in accordance with
Rule 457(h) based on the closing price for the Common Stock on the OTC Bulletin Board on July
6, 2007</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes shares of our common stock issuable pursuant to the Company&#146;s 2007 Omnibus
Securities and Incentive Plan.</TD>
</TR>

</TABLE>



<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>




<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">






<DIV align="left">
<A name="124"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement relates to two separate prospectuses.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;10(a) Prospectus</U>: Items 1 and 2, from this page, and the documents
incorporated by reference pursuant to Part&nbsp;II, Item&nbsp;3 of this prospectus, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Reoffer Prospectus</U>: The material that follows Item&nbsp;2, up to but not including Part&nbsp;II
of this Registration Statement, of which the reoffer prospectus is a part, constitutes a &#147;reoffer
prospectus,&#148; prepared in accordance with the requirements of Part&nbsp;I of Form S-3 under the
Securities Act. Pursuant to Instruction C of Form S-8, the reoffer prospectus may be used for
reoffers or resales of common shares which are deemed to be &#147;control securities&#148; or &#147;restricted
securities&#148; under the Securities Act that have been acquired by the selling stockholders named in
the reoffer prospectus.
</DIV>
<!-- link2 "Item&nbsp;1. Plan Information" -->

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1. Plan Information.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in Item&nbsp;1 will be sent or given to
participants in the Plan as specified by Rule&nbsp;428(b)(1) of the Securities Act of 1933, as amended
(the &#147;Securities Act&#148;). Such documents are not required to be and are not filed with the Securities
and Exchange Commission (the &#147;SEC&#148;) either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule&nbsp;424. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item&nbsp;3 of Part&nbsp;II of this Form
S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
</DIV>
<!-- link2 "Item&nbsp;2. Registrant Information and Employee Plan Annual Information" -->

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will furnish without charge to each person to whom the prospectus is delivered,
upon the written or oral request of such person, a copy of any and all of the documents
incorporated by reference in Item&nbsp;3 of Part&nbsp;II of this Registration Statement, other than exhibits
to such documents (unless such exhibits are specifically incorporated by reference to the
information that is incorporated). Those documents are incorporated by reference in the Section
10(a) prospectus. The Company will also furnish without charge to each person to whom the
Prospectus is delivered, upon the written or oral request of such person, a copy of other documents
required to be delivered to employees pursuant to Rule&nbsp;428(b). Requests should be directed to Mr.
Antonio Sena, Secretary, ChinaCast Education Corporation, 25 Fl., Qiang Sheng Mansion, No.&nbsp;145 Pu
Jian Road, Puddorg District Shanhai, 211217, PRC, tel. (8621)&nbsp;6864 4666.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->1<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>REOFFER PROSPECTUS</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 18pt"><B>2,500,000 Shares of Common Stock</B>
</DIV>


<DIV align="Center" style="font-size: 18pt; margin-top: 6pt"><B>CHINACAST EDUCATION CORPORATION</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Common Stock $0.0001 Par value Per Share</B>

</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This reoffer prospectus relates to the 2,500,000 shares (the &#147;Shares&#148;) of Common Stock, par
value $0.0001 per share, of ChinaCast Education Corporation (the &#147;Company&#148; or &#147;ChinaCast&#148;) which
may be offered and resold from time to time by certain eligible participants of the shares issuable
pursuant to our 2007 Omnibus Securities and Incentive Plan (&#147;2007 Equity Plan&#148;). Eligible
participants in our 2007 Equity Plan consist of employees, directors, officers and consultants. We
have not granted any awards under our 2007 Equity Plan to any eligible participants who are
affiliates of our company (as defined in Rule&nbsp;405 under the Securities Act). If, subsequent to the
date of this reoffer prospectus, we grant any awards under the 2007 Equity Plan to any eligible
participants who are affiliates of our company (as defined in Rule&nbsp;405 under the Securities Act),
Instruction C of Form S-8 requires that we supplement this reoffer prospectus with the names of
such affiliates and the amounts of securities to be reoffered by them as selling stockholders.
Selling stockholders will consist of those eligible participants who are affiliates of our company
(as defined in Rule&nbsp;405 of the Securities Act). It is anticipated that the selling stockholders
will offer common shares for sale at prevailing prices on the OTC Bulletin Board on the date of
sale in negotiated transactions or otherwise, at market prices prevailing at the time of the sale
or at prices otherwise negotiated. See &#147;Plan of Distribution.&#148; We will receive no part of the
proceeds from sales made under this reoffer prospectus. The selling stockholders will bear all
sales commissions and similar expenses. Any other expenses incurred by us in connection with the
registration and offering and not borne by the selling stockholders will be borne by us. We have
not previously registered the offer and sale of the Shares to the selling stockholders.
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have agreed to pay the expenses in connection with the registration of these shares. Our
Common Stock is traded on the OTCBB under the symbol &#147;CEUC.&#148;
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal executive office is located at 25fl., Qiang Sheng Mansion, No.&nbsp;145 Pu Jian Road,
Pudong District, Shanghai, 211217, PRC; Telephone: (86)&nbsp;21 6864 4666.
</DIV>


<DIV align="left" style="font-size: 9pt; margin-top: 6pt; margin-left: 2%">INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE &#147;RISK FACTORS&#148; BEGINNING ON
PAGE 5 OF THIS PROSPECTUS FOR CERTAIN RISKS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS
OF THE SECURITIES OFFERED HEREBY.
</DIV>


<DIV align="left" style="font-size: 9pt; margin-top: 6pt; margin-left: 2%">NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>The Date of This Prospectus is July 10, 2007</B>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio --><!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Table of Contents</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="83%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Page</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#124"><B>Part
I.</B></a></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#124"><B>Information
Required In The Section 10(a) Prospectus</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#101"><B>Prospectus Summary</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>1</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#102"><B>The Offering</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>4</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#103"><B>Forward-Looking Statements</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>4</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#104"><B>Risk Factors</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>5</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#105"><B>Determination of Offering Price</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>12</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#106"><B>Use Of Proceeds</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>12</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#107"><B>Selling Stockholders</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>12</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#108"><B>Plan of Distribution</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>13</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#109"><B>Limitation on Liability and Indemnification Matters</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>14</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#110"><B>Experts</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>14</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#111"><B>Legal Matters</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>14</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#112"><B>Incorporation of Documents By Reference</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>14</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#113"><B>Where You Can Find More Information</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>15</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#114"><B>Part II.</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#114">&nbsp;<B>Information Required In The Registration Statement</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#115"><B>Item&nbsp;3.</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#115"><B>Incorporation of Documents by Reference</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>16</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#116"><B>Item&nbsp;4.</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#116"><B>Description of Securities</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>17</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#117"><B>Item&nbsp;5.</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#117"><B>Interest of Named Experts and Counsel</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>17</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#118"><B>Item&nbsp;6.</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#118"><B>Indemnification of Directors and Officers</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>17</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#119"><B>Item&nbsp;7.</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#119"><B>Exemption from Registration Claimed</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>17</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#120"><B>Item&nbsp;8.</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#120"><B>Exhibits</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>18</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-15px"><A href="#121"><B>Item&nbsp;9.</B></A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#121"><B>Undertakings</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><B>18</B></TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><A href="#122"><B>Signatures</B></A></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="f31602exv4w1.htm">EXHIBIT 4.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="f31602exv5w1.htm">EXHIBIT 5.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="f31602exv23w1.htm">EXHIBIT 23.1</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information contained in this prospectus. We have not authorized
any other person to provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. The selling stockholders will not make an
offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You
should assume that the information appearing in this prospectus is accurate as of the date on the
front cover of this prospectus only, regardless of the time of delivery of this prospectus or of
any sale of our common stock. Our business, financial condition, results of operations and
prospects may have changed since that date.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->i<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PROSPECTUS SUMMARY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>This summary highlights certain information found in greater detail elsewhere in this
prospectus. This summary may not contain all of the information that may be important to you. We
urge you to read this entire prospectus carefully, including the risks of investing in our common
stock discussed under &#147;Risk Factors&#148; and the financial statements and other information that is
incorporated by reference into this prospectus, before making an investment decision. In addition,
this prospectus summarizes other documents which we urge you to read.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Overview</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We were formed as a blank check company to effect a merger, capital stock exchange, asset
acquisition or other similar business combination with an operating business in the paper,
packaging, forest products and related industries. On March&nbsp;17, 2004, we completed an initial
public offering of our securities (the &#147;IPO&#148;). Any references in this prospectus to &#147;we,&#148; &#147;us,&#148;
&#147;our,&#148; the &#147;holding company&#148;, &#147;ChinaCast Education&#148; or &#147;CEC&#148; refers to ChinaCast Education
Corporation and its subsidiaries, unless otherwise specified. Any reference to &#147;ChinaCast&#148; or
&#147;CCH&#148; refers to our principal operating subsidiary, ChinaCast Communication Holdings Limited.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>The Acquisition of CCH</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On September&nbsp;13, 2005, the holders of 51.15% of the ordinary shares of CCH agreed to our
acquisition offer (the &#147;Offer&#148;), under which CCH stockholders would have the option to receive, in
the Offer, either one share of our common stock for every 21.29 CCH shares tendered, or a cash
payment of 0.28 Singapore dollars (US$0.167, based on the Singapore-U.S. dollar exchange rate on
that date (S$1.6810 per U.S. dollar)) for each CCH share tendered. On July&nbsp;13, 2006, the letters
of undertaking previously executed lapsed in accordance with Singapore law and we obtained new
letters of undertaking (the &#147;Letters of Undertaking&#148;) from stockholders of CCH holding in the
aggregate 50.85% of its outstanding shares. CCH&#146;s majority stockholders delivering the
undertakings (the &#147;ChinaCast Majority&#148;) committed to receive shares of our common stock in the
Offer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;7, 2006, in connection with our pending acquisition of CCH, we entered into a
Credit Facility Agreement with certain lenders and DBS Bank Ltd., as Administrative Agent. The
Facility Agreement established a secured credit facility under which we may borrow up to
S$62,000,000. We are permitted to use the proceeds of loans under the Facility Agreement only for
the acquisition of outstanding shares of CCH and to pay fees, interest and other expenses related
to such acquisition and the loans.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;18, 2006, our stockholders voted to approve the acquisition of CCH. No holders of
shares issued in our IPO elected to have their shares redeemed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;22, 2007, we completed the acquisition of CCH through our acquisition as of such
date, of 51.22% of the outstanding ordinary shares of CCH. As of January&nbsp;18, 2007, the date on
which the Offer was completed, we had acquired an additional 29.05% of the outstanding ordinary
shares of CCH. As of April&nbsp;10, 2007, we had acquired 98.06% of the outstanding ordinary shares of
CCH.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On January&nbsp;4, 2007, we filed an amendment to our certificate of incorporation to change our
name to ChinaCast Education Corporation and to increase the number of shares of common stock that
we are authorized to issue to 100,000,000.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our executive offices are located at 25Fl., Qiang Sheng Mansion No.&nbsp;145, Pu Jian Road, Pudong
District, Shanghai, 211217, PRC and our telephone number is (86 21) 68644666.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->1<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>The Business of CCH</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CCH was incorporated under the laws of Bermuda on November&nbsp;20, 2003 as an exempted company
with limited liability, and as the holding company for a public flotation in Singapore of CCH&#146;s
business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Products and Services</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CCH offers products and services to customers under four principal product lines:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT style="font-family: Symbol">&#032;</FONT><I>Post Secondary Education Distance Learning Services </I>&#151; CCH enables
universities and other higher learning institutions to provide nationwide real-time
distance learning services. Its &#147;turn-key&#148; packages include all the hardware, software
and broadband satellite network services necessary to allow university students located
at remote classrooms around the country to interactively participate in live lectures
broadcast from a main campus. CCH currently services 15 universities with over 128,000
students in over 300 remote classrooms. For example, Beijing Aeronautical and
Aeronautics University (Beihang), consistently ranked among the top ten Universities in
China by the Ministry of Education, launched its distance learning network in
cooperation with CCH in 2002. By 2005, the number of distance learning students reached
20,000, at over 120 remote learning centers in China. In return for the turnkey
distance learning services, CCH receives from the University a percentage of each
remote student&#146;s tuition. According to China&#146;s Ministry of Education, in 2003 there
were over 100&nbsp;million higher education students in the PRC, while universities had
sufficient physical space to accommodate only about 15% of the students qualified to
attend.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>K-12 Educational Services </I>&#151; CCH currently broadcasts multimedia educational content
to 6,500 primary, middle and high schools throughout the PRC in partnership with
leading educational content companies, such as Sun TV, Huajiao and the Clever Group,
and renowned educational institutions such as the Beida Middle School and the Middle
China Normal University High School. The educational content packages assist teachers
in preparing and teaching course content. Each school pays CCH a subscription fee for
this service.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Vocational/Career Training Services </I>&#151; In partnership with various ministries and
government departments, CCH has deployed over 100 training centers throughout China
providing job-skills training to recent graduates, employees of state-owned enterprises
and the unemployed. One such key vocational e-learning project for the Ministry of
Labor and Social Security (MLSS)&nbsp;provides job skills training for recently laid off
workers from state-owned enterprises. The MLSS/CCH distance learning job sills program
was launched in April&nbsp;2003 and has trained over 50,000 workers. Over 75% of the
graduates of the program have gone on to find jobs. Future plans include expanding the
distance learning network from 50 to over 200 sites to achieve a target of up to 30,000
graduates per year. MLSS pays CCH monthly service and content subscription fees to
provide the distance learning service.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Enterprise/Government Training and Networking Services </I>&#151; CCH provides training and
networking services to large corporations, government agencies and multinational
companies that require data, video and voice communications between their head office
and branch offices throughout China. CCH provides these services to such customers as
energy companies, post offices, insurance/financial institutions, retailers and
manufacturers. One such enterprise network for Taikang Insurance, the country&#146;s fifth
largest insurance company, provides interactive corporate training to over 165,000
insurance agents throughout China.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>These enterprise customers typically buy the hardware and software and pay a monthly
service fee based on the number of sites and bandwidth used.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In its business segments, CCH competes with state-owned and private enterprises that provide
IT/Telecom services as well as educational services. These include large, well-funded state owned
telecom companies such as China Telecom, China Netcom, China Unicom, China Railcom, China Satcom,
China Orient, Guangdong Satellite Telecom and China Educational TV, as well as private educational
service companies such as ChinaEdu, Beida Online, Ambow, Tengtu and China-Training.com. Not all of
these companies compete directly in all e-learning and educational content sectors CCH services and
may offer services that are comparable or superior to CCH&#146;s.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CCH seeks to achieve brand recognition in targeted high growth, high margin market segments,
such as for-profit education and corporate/government training. It strives to maximize customer
loyalty and increase margins by offering additional services not offered by traditional service
providers. CCH intends to continue to develop for these segments new products and services that
integrate broadband multimedia delivery with quality educational content. These new products
include educational services such as career and vocational training courses and telecom/IT services
such as voice over IP, video conferencing and web-based applications.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>THE OFFERING</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common stock outstanding prior to
the offering
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">27,050,128 shares</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common stock being offered by Selling
Stockholders
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2,500,000 shares</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Use of Proceeds
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">We will not receive any proceeds
from the sale of the common stock
offered in this prospectus. We
will receive proceeds to the
extent that options issued to our
2007 Equity Plan are exercised for
cash. We will use the exercise
proceeds, if any, for working
capital and general corporate
purposes.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">OTCBB Symbol
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">CEUC</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Risk Factors
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">The securities offered by this
prospectus are speculative and
involve a high degree of risk and
investors purchasing securities
should not purchase the securities
unless they can afford the loss of
their entire investment. See &#147;Risk
Factors&#148; beginning on page 5.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>FORWARD-LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that some of the information in this prospectus constitutes forward-looking
statements within the definition of the Private Securities Litigation Reform Act of 1995. You can
identify these statements by forward-looking words such as &#147;may,&#148; &#147;expect,&#148; &#147;anticipate,&#148;
&#147;contemplate,&#148; &#147;believe,&#148; &#147;estimate,&#148; &#147;intends,&#148; and &#147;continue&#148; or similar words. Any information
in this prospectus regarding the contingent earn-out payments should also be considered
forward-looking statements. You should read statements that contain these words carefully because
they:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>discuss future expectations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>contain information which could impact future results of operations or financial condition; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>state other &#147;forward-looking&#148; information.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All forward-looking statements included herein attributable to us, CCH or any person acting on
our behalf are expressly qualified in their entirety by the cautionary statements contained or
referred to in this section. Except to the extent required by applicable laws and regulations, we
undertake no obligation to update these forward-looking statements to reflect events or
circumstances after the date of this document or to reflect the occurrence of unanticipated events.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->4<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should carefully consider the risks described below before making an investment in our
common stock. An investment in our common stock being offered for resale by the selling
stockholders is very risky. You should carefully consider the risk factors described below,
together with all other information in this prospectus before making an investment decision. All of
these risks may impair our business operations. Additional risks and uncertainties not presently
foreseeable to us may also impair our business operations. If any of the following risks actually
occurs, our business, financial condition or operating results could be materially and adversely
affected. In such case, the trading price of our common stock could decline, and you may lose all
or part of your investment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>General Risks Relating To Our Business</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our
business may be harmed if the Satellite Operating Entities upon which we rely fails to perform their obligations.</I></B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We provide our services primarily over broadband satellite. Pursuant to the technical services
agreement between them, CCH provides technical services to ChinaCast Li Xiang Co. Ltd. (&#147;CCLX&#148;),
which is licensed to provide value-added satellite broadband services in the PRC and to the Beijing
Branch (&#147;CCLBJ&#148;) of ChinaCast Co. Ltd. (&#147;CCL&#148;) (CCLX and CCLBJ sometimes referred to as the
&#147;Satellite Operating Entities&#148;). CCH provides its technical services to customers of the Satellite
Operating Entities, whom it considers to be its own customers. CCH also engages the Satellite
Operating Entities to provide the required satellite broadband service when a customer in China
engages CCH directly.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CCH has management control over, but does not own directly or indirectly, CCLX or its parent,
CCL. It has no management control over CCL other than the operation of CCLBJ. Our Chairman Yin
Jianping owns 20% of Tibet Tiantai Investment Management Co., Ltd., a company that owns 70% of CCL.
CCL owns 90% of CCLX. Although the technical services agreement and the pledge agreements executed
by the stockholders of CCL and CCLX in CCH&#146;s favor contains contractual safeguards to protect CCH&#146;s
interests, these safeguards may not be enforceable or effective. We have no other legal control
over the Satellite Operating Entities.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As such, we are dependent on the due performance by the Satellite Operating Entities of their
obligations, and if they fail to perform their obligations under or terminate the technical
services agreement between them, we will be unable to provide our services.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We
and the Satellite Operating Entities have a relatively short operating history and are subject to the risks of a new enterprise, any one of which could
limit growth, content and services, or market development.</I></B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our short operating history makes it difficult to predict how our businesses will
develop. Accordingly, we face all of the risks and uncertainties encountered by early-stage
companies, such as:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>uncertain growth in the market for, and uncertain market acceptance of, products,
services and technologies;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the evolving nature of e-learning services and content; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>competition, technological change or evolving customer preferences that could harm sales
of their services, content or solutions.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If we and the Satellite Operating Entities are not able to meet the challenges of building
businesses and managing growth, the likely result will be slowed growth, lower margins, additional
operational costs and lower income.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>If we and the Satellite Operating Entities do not manage growth successfully, our growth and
chances for continued profitability may slow or stop.</I></B>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->5<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We and the Satellite Operating Entities have expanded operations rapidly during the last
several years, and we plan to continue to expand with additional solutions tailored to meet the
different needs of end customers in specific market segments. This expansion has created
significant demands on administrative, operational and financial personnel and other resources,
particularly the need for working capital. Additional expansion in existing or new markets and new
lines of business could strain these resources and increase the need for capital, which may result
in cash flow shortages. We or the Satellite Operating Entities&#146; personnel, systems, procedures, and
controls may not be adequate to support further expansion.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our acquisition of CCH has placed even heavier demands for capital due to:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the potential rescission liability existing as a result of our charter amendments;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the outstanding liabilities due to service providers since the announcement of the transaction; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the increased costs of complying with the rules and regulations of being a public
reporting operating company.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Future financings may dilute stockholders or impair our financial condition.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the future, we may need to raise additional funds through public or private financing,
which might include the sale of equity securities. The issuance of equity securities could result
in financial and voting dilution to our existing stockholders. The issuance of debt could result in
effective subordination of stockholders&#146; interests to the debt, create the possibility of default,
and limit our financial and business alternatives.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>If we and the Satellite Operating Entities fail to keep pace with rapid technological changes,
especially in the satellite and distance learning education industries, our competitive position
will suffer.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our market and the enabling technologies (including satellite and distance learning
technology) used in our education/training and enterprise data networking solutions are
characterized by rapid technological change. As our services are primarily based on satellite
broadband infrastructure, we rely on the Satellite Operating Entities. As such, CCH also relies on
the Satellite Operating Entities to keep pace with technological changes. Prior to our acquisition
of CCH, CCH&#146;s stockholders provided it the funding it required to expand and to provide the
Satellite Operating Entities with the financial support to acquire required technology. CCH will,
however, need further external funding to upgrade existing technology, and there is no assurance
that we will be able to obtain the necessary funds to keep pace with rapid technological changes in
our markets. Failure to respond to technological advances could make our business less efficient,
or cause our services to be of a lesser quality than our competitors. These advances could also
allow competitors to provide higher quality services at lower costs than we can provide. Thus, if
we are unable to adopt or incorporate technological advances, our services will become
uncompetitive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Unexpected network interruptions caused by system failures, natural disasters, or unauthorized
tamperings with systems could disrupt our operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The continual accessibility of our web sites and the performance and reliability of CCLX&#146;s
satellite network infrastructure are critical to our reputation and our ability to attract and
retain users, customers and merchants. Any system failure or performance inadequacy that causes
interruptions in the availability of our services, or increases response time, could reduce our
appeal to users and customers. Factors that could significantly disrupt our operations include:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>system failures and outages caused by fire, floods, earthquakes or power loss;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>telecommunications failures and similar events;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>software errors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>computer viruses, break-ins and similar disruptions from unauthorized tampering with our
computer systems; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>security breaches related to the storage and transmission of proprietary information,
such as credit card numbers or other personal information.</TD>
</TR>

</TABLE>
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We and CCLX have limited backup systems and redundancy. Future disruptions or any of the
foregoing events could damage our reputation, require us to expend significant capital and other
resources and expose us to a risk of loss or litigation and possible liability. Furthermore, as we
rely on CCLX to provide the satellite network infrastructure, if CCLX suffers such disruptions or
failure, we may have to provide CCLX with substantial financial support. Neither we nor CCLX
carries any business interruption insurance to compensate for losses that may occur as a result of
any of these events. Accordingly, our revenues and results of operations may be adversely affected
if any of the above disruptions should occur.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>If we and the Satellite Operating Entities lose key management personnel, our business may suffer.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our continued success is largely dependent on the continued services of our key management
personnel, as well as those of the Satellite Operating Entities, and on our ability to identify,
recruit, hire, train and retain qualified employees for technical, marketing and managerial
positions. The loss of the services of certain of our or the Satellite Operating Entities&#146; key
personnel, including Messrs.&nbsp;Yin, Chan and Sena, without adequate replacement, could have an
adverse effect on us. Each of these individuals played significant roles in developing and
executing our overall business plan and maintaining customer relationships and proprietary
technology systems. While none is irreplaceable, the loss of the services of any would be
disruptive to our business. Competition for qualified personnel in Chinese telecommunications and
Internet-related markets is intense. As a result, we may have difficulty attracting and retaining
them.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may not compete successfully with large, well-funded state-owned and private enterprises in its
industry, which could result in reduced revenue.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Competition in providing education/training and enterprise data networking service is becoming
more intense in the PRC. Large, well-funded state-owned enterprises, such as China Telecom, China
Netcom, China Unicom, China Railcom, China Sat, China Orient, Guangdong Satellite Telecom and China
Educational TV, as well as private enterprises like chinaedu.net, Beida Online, Ambow, and Tengtu,
may offer services that are comparable or superior to ours. As there are no independent market
surveys of our business segments, we are unable to ascertain our market share accurately. Failure
to compete successfully with these state-owned enterprises will adversely affect our business and
operating results.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>A substantial number of shares of our common stock are currently available for sale, which might
result in a decline in market price.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of June&nbsp;4, 2007, 21,534,153 additional shares of our common stock had been issued to the
former CCH stockholders, representing approximately 82.5% of our outstanding common stock. As a
result of this increase in our outstanding common stock, a substantial number of additional shares
are eligible for resale in the public market, which could adversely affect its market price.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Approximately 15.5&nbsp;million shares of common stock issued to former stockholder of CCH in the
Offer are not covered by any registration statement and, therefore, are not currently
freely-tradable by those stockholders. The Company has filed a registration statement on Form SB-2
relating to resales of such shares by such stockholders. Such registration statement has not yet
been declared effective by the Securities and Exchange Commission.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Registration rights held by our initial stockholders who purchased shares prior to CEC&#146;s IPO may
have an adverse effect on the market price of our common stock.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our initial stockholders who purchased common stock prior to CEC&#146;s IPO are entitled to demand
that we register the resale of their shares as they have been released from escrow. If such
stockholders exercise their registration rights with respect to all of their shares, there will be
an additional 1,000,000 shares of common stock eligible for trading in the public market. The
presence of these additional shares may have an adverse effect on the market price of our common
stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>If we are unable to receive a listing of its securities on the Nasdaq Global Market, it may be more
difficult for stockholders to sell their securities.</I></B>
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As required by the Letters of Undertaking, we are applying for listing of our securities on
the Nasdaq Global Market. If they are not so listed, then it may be more difficult for
stockholders to sell their securities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our stockholders may have securities law claims against us for rescission or damages that are not
extinguished by consummation of the acquisition of CCH.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March&nbsp;21, 2006, after obtaining the approval of our stockholders, we amended our
certificate of incorporation, the effect of which was, among other things, to eliminate the
provision of our certificate of incorporation that purported to prohibit amendment of the &#147;business
combination&#148; provisions contained therein and to extend the date before which we must complete a
business combination, to avoid being required to liquidate, from March&nbsp;23, 2006 to December&nbsp;31,
2006. Because extending the period during which we could consummate a business combination was not
contemplated by our IPO prospectus, our stockholders may have securities law claims against us for
rescission (under which a successful claimant would have the right to receive the total amount paid
for his or her shares, plus interest and less any income earned on the shares, in exchange for
surrender of the shares) or damages (compensation for loss on an investment caused by alleged
material misrepresentations or omissions in the sale of the security). Such claims might entitle
stockholders asserting them to up to US$6.00 per share of common stock, based on the initial
offering price of the public units comprised of stock and warrants, less any amount received from
sale of the original warrants purchased with them and plus interest from the date of our IPO. A
successful claimant for damages under federal or state law could be awarded an amount to compensate
for the decrease in value of his or her shares caused by the alleged violation (including,
possibly, punitive damages), together with interest, while retaining the shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may be subject to securities laws claims regarding past disclosures.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may be subject to claims for rescission or other securities law claims resulting from our
failure to disclose that our charter provision purporting to prohibit certain amendments was
possibly inconsistent with Delaware&#146;s General Corporation Law. We may also be subject to such
claims as a result of inaccuracies in other disclosures, as follows: It may be argued that our IPO
prospectus misstated the vote required by its charter to approve a business combination by
providing that &#147;&#091;w&#093;e will proceed with a business combination only if the public stockholders who
own at least a majority of the shares of common stock sold in
&#091;that&#093; offering vote in favor &#091;of it&#093;,&#148; and that our Exchange Act reports have been inaccurate in describing CCH as a leading
provider of e-learning content (as opposed to being primarily a content carrier). On November&nbsp;13,
2006, we filed a Current Report on Form 8-K with the SEC regarding this last item. We are unable to
predict the likelihood that claims might be made with regard to the foregoing or estimate any
amounts for which it might be liable if any such claim was made.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Compliance with the Foreign Corrupt Practices Act could adversely impact our competitive position;
failure to comply could subject us to penalties and other adverse consequences.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits
United States public companies from engaging in bribery of or other prohibited payments to foreign
officials to obtain or retain business. Foreign companies, including some that may compete with the
combined company, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs,
theft and other fraudulent practices occur from time to time in China. There is no assurance that
our employees or other agents will not engage in such conduct, for which we might be held
responsible. If our employees or other agents are found to have engaged in such practices, we could
suffer severe penalties and other consequences that may have a material adverse effect on our
business, financial condition and results of operations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Foreign Exchange Risk</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Changes in the conversion rate between the RMB and foreign currencies, such as Hong Kong or United
States dollars, may adversely affect our profits.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CCH bills its customers in Chinese RMB, but 13.0%, 11.9% and 10.8% of its revenues in fiscal
years 2004, 2005 and 2006, respectively, were collected in Hong Kong dollars. In addition, 19.5%,
8.8% and 13.8% of its purchases/expenses in those fiscal periods, respectively, were in United
States dollars; 1.1%, 3.1% and 3.7% were in Singapore dollars; and 10.1%, 9.5% and 7.7% were in
Hong Kong dollars during these same periods. The remainder
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of its revenues and expenses/purchases were in Chinese RMB. As such, we may be subject to
fluctuations in the foreign exchange rates between these currencies.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The RMB is not a freely convertible currency. The State Administration for Foreign Exchange,
under the authority of the People&#146;s Bank of China, controls the conversion of Renminbi into foreign
currencies. The value of the RMB is subject to changes in central government policies and to
international economic and political developments affecting supply and demand in the China Foreign
Exchange Trading System market.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither we nor our subsidiaries have a formal hedging policy with respect to foreign exchange
exposure. In the future, we may hedge exchange transactions after considering the foreign currency
amount, exposure period and transaction costs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Chinese foreign exchange controls may limit our ability to utilize CCH&#146;s revenues effectively and
receive dividends and other payments from our Chinese subsidiaries.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CCH&#146;s 98.5% owned subsidiary, ChinaCast Technology (Shanghai) Limited (&#147;CCT Shanghai&#148;), is
subject to Chinese rules and regulations on currency conversion. The Chinese government regulates
the conversion of the Chinese RMB into foreign currencies. Currently, foreign investment
enterprises, of which CCT Shanghai is one, are required to apply for authority (renewed annually)
to open foreign currency accounts governing conversion for payment of dividends limited capital
items such as direct investments, loans, and issuances of securities, some of which may be effected
with governmental approval, while others require authorization.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The ability of CCT Shanghai to remit funds to us may be limited by these restrictions. There
can be no assurance that the relevant regulations in China will not be amended so as to adversely
affect CCT Shanghai&#146;s ability to remit funds to us.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Relating To Doing Business In The People&#146;s Republic Of China</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Introduction of new laws or changes to existing laws by the Chinese government may adversely affect
our business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;CCH, our operating subsidiary, and the Satellite Operating Entities&#146; business and operations
in China are governed by the Chinese legal system, which is codified in written laws, regulations,
circulars, administrative directives and internal guidelines. The Chinese government is in the
process of developing its commercial legal system to meet the needs of foreign investors and
encourage foreign investment. As the Chinese economy is developing and growing generally at a
faster pace than its legal system, uncertainty exists regarding the application of existing laws
and regulations to novel events or circumstances. Chinese laws and regulations, and their
interpretation, implementation and enforcement, are developing and are therefore generally subject
to greater changes than more established bodies of commercial law.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Moreover, precedents of interpretation, implementation and enforcement of Chinese laws and
regulations are limited, and Chinese court decisions are not binding on lower courts. Accordingly,
the outcome of dispute resolutions may not be as consistent or predictable as in other more
mercantilely advanced jurisdictions. It may be difficult to obtain timely and equitable enforcement
of Chinese laws, or to obtain enforcement in China of a judgment by a foreign court or
jurisdiction.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chinese law will govern CCH&#146;s material operating agreements, some of which may be with Chinese
governmental agencies. There is no assurance that CCH will be able to enforce those material
agreements or that remedies will be available outside China. The Chinese judiciary is relatively
inexperienced in enforcing corporate and commercial law, leading to a substantial degree of
uncertainty as to the outcome of litigation. The inability to enforce or obtain a remedy under our
future agreements may have a material adverse impact on our operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our business will be adversely affected, if Chinese regulatory authorities view CCH&#146;s and the
Satellite Operating Entities&#146; corporate activities not complying with applicable Chinese laws and
regulations, including restrictions on foreign investments, change applicable laws and regulations,
or impose additional requirements and conditions with which they are unable to comply.</I></B>
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Chinese government restricts foreign investment in businesses engaged in
telecommunications and education services, Internet access, education content and distribution of
news and information, but permits foreign investment in businesses providing technical services in
these areas. CCL and CCLX are licensed to provide value-added satellite broadband services,
Internet services and Internet content in China. We have not sought confirmation from Chinese
regulatory governmental authorities whether our structure and business arrangement with the
Satellite Operating Entities comply with applicable Chinese laws and regulations, including
regulation of value-added telecommunication business in China.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chinese legal advisers have opined that CCH&#146;s performance under the technical services
agreement with CCLX complies with applicable Chinese laws and regulations, and CCH complies with
PRC laws and regulations to the extent that its services are technical services. However, they do
not rule out the possibility that the PRC regulatory authorities will view CCH as not being in
compliance with applicable PRC laws and regulations, including but not limited to restrictions on
foreign investments in the value-added telecommunication business. If:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Chinese authorities deem CCH&#146;s corporate activities as violating applicable Chinese laws
and regulations (including restrictions on foreign investments);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Chinese regulatory authorities change applicable laws and regulations or impose
additional requirements and conditions with which CCH is unable to comply; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>CCH is found to violate any existing or future Chinese laws or regulations;</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the relevant Chinese authorities would have broad discretion to deal with such a violation by
levying fines, revoking business license(s), requiring us to restructure CCH&#146;s ownership or
operations, and requiring CCH&#146;s and/or CCLX to discontinue some or all of their businesses. Any of
these actions will adversely affect our business.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We may be unable to enforce CCH&#146;s agreements with the Satellite Operating Entities.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chinese law currently prohibits foreign investors from owning greater than 50% equity
interests in companies engaged in telecommunication value-added businesses in the PRC. Although we
have been advised by counsel that the pledge agreements between CCH and the Satellite Operating
Entities are valid under PRC law, unless the equity interest restriction is amended or repealed,
and subject to the approval of the relevant government authorities, CCH will only be entitled to
enforce its right to take possession and ownership of up to a 50% interest in the Satellite
Operating Entities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our success depends on stable political, economic and social environments, which are subject to
disruption in the PRC.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Economic conditions in China are subject to uncertainties that may arise from changes in
government policies and social conditions. Since 1978, the Chinese government has promulgated
various reforms of its economic systems, resulting in economic growth over the last two decades.
However, many of the reforms are unprecedented or experimental and expected to be refined and
modified from time to time. Other political, economic and social factors may also lead to changes,
which may have a material impact on our operations and our financial performance. For instance,
less governmental emphasis on education and distance learning services or on retraining out-of-work
persons in the Chinese work force would harm our business, prospects, results and financial
condition.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Because our executive officers and directors reside outside of the U.S., it may be difficult for
you to enforce your rights against them or enforce U.S. court judgments against them in the PRC.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our executive officers and directors reside outside of the U.S. and substantially all of our
assets are located outside of the U.S. It may therefore be difficult for you to enforce your legal
rights, to effect service of process upon our officers and directors or to enforce judgments of
U.S. courts predicated upon civil liabilities and criminal penalties of our directors and executive
officer under U.S. federal securities laws. Moreover, we have been advised that the PRC does not
have treaties providing for the reciprocal recognition and enforcement of judgments of courts with
the U.S. Further, it is unclear if extradition treaties now in effect between the U.S. and the PRC
would permit effective enforcement of criminal penalties of the U.S. federal securities laws.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Weakened political relations between the U.S. and China could make us less attractive.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The relationship between the United States and China is subject to sudden fluctuation and
periodic tension. Changes in political conditions in China and changes in the state of Sino-U.S.
relations are difficult to predict and could adversely affect our operations, and its future
business plans and profitability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our operations may not develop in the same way or at the same rate as might be expected if the PRC
economy were similar to the market-oriented economies of OECD member countries.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The economy of the PRC has historically been a nationalistic, &#147;planned economy,&#148; meaning it
functions and produces according to governmental plans and pre-set targets or quotas. In certain
aspects, the PRC&#146;s economy has been transitioning to a more market-oriented economy. However, there
can be no assurance of the future direction of these economic reforms or the effects these measures
may have. The PRC economy also differs from the economies of most countries belonging to the
Organization for Economic Cooperation and Development, an international group of member countries
sharing a commitment to democratic government and market economy. For instance:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the number and importance of state-owned enterprises in the PRC is greater than in most
OECD countries;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the level of capital reinvestment is lower in the PRC than in most OECD countries; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Chinese policies make it more difficult for foreign firms to obtain local currency in
China than in OECD jurisdictions.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of these differences, our operations may not develop in the same way or at the
same rate as might be expected if the PRC economy were similar to those of OECD member countries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The economy of China has been experiencing unprecedented growth, which could be curtailed if the
government tries to control inflation by traditional means of monetary policy or its return to
planned-economy policies, any of which would have an adverse effect on the combined company.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The rapid growth of the Chinese economy has led to higher levels of inflation. Government
attempts to control inflation may adversely affect the business climate and growth of private
enterprise, and the demand for higher education and e-learning, in China. In addition, our
profitability may be adversely affected if prices for our products and services rise at a rate that
is insufficient to compensate for the rise in its costs and expenses.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Fluctuations in the value of the Renminbi relative to foreign currencies could affect our operating
results.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We prepare our financial statements in Renminbi. The translation of RMB amounts into U.S.
dollars is included for the convenience of readers, but payroll and other costs of non-U.S.
operations will be payable in foreign currencies, primarily Renminbi. To the extent future revenue
is denominated in non-U.S. currencies, we would be subject to increased risks relating to foreign
currency exchange rate fluctuations that could have a material adverse affect on our business,
prospects, financial condition and results of operations. The value of Renminbi against the U.S.
dollar and other currencies may fluctuate and is affected by, among other things, changes in
China&#146;s political and economic conditions. As our operations will be primarily in China, any
significant revaluation of the Renminbi may materially and adversely affect our cash flows,
revenues and financial condition. For example, to the extent that we need to convert U.S. dollars
into Chinese Renminbi for our operations, appreciation of this currency against the U.S. dollar
could have a material adverse effect on our business, prospects, financial condition and results of
operations. Conversely, if we decide to convert our Renminbi into U.S. dollars for other business
purposes and the U.S. dollar appreciates against this currency, the U.S. dollar equivalent of the
Renminbi we convert would be reduced. The Chinese government recently announced that it is pegging
the exchange rate of the Renminbi against a number of currencies, rather than just the U.S. dollar.
Fluctuations in the Renminbi exchange rate could adversely affect our ability to operate our
business.
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DETERMINATION OF OFFERING PRICE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may sell the common shares issued to them from time-to-time at prices
and at terms then prevailing or at prices related to the then current market price, or in
negotiated transactions.
</DIV>

<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders are offering up to 2,500,000 shares of our common stock under this
prospectus. We will not receive any proceeds from the sale of the common stock by the selling
stockholders. We will not receive any proceeds from the issuance of our Common Stock to the
selling stockholders other than the exercise price of any options that are exercised by the selling
stockholders, the proceeds of which we expect to use for working capital purposes.
</DIV>

<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Discussed below are the total number of shares of our common stock and the total number of shares
of common stock assuming the exercise of all options owned by the selling stockholders and
registered hereunder. Except as indicated, the selling stockholders are offering all of the shares
of common stock owned by them or received by them upon the exercise of the options.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Because the selling stockholders may offer all or part of the shares of common stock currently
owned or the shares of common stock received upon exercise of the options, which they own pursuant
to the offering contemplated by this reoffer prospectus, and because its offering is not being
underwritten on a firm commitment basis, no estimate can be given as to the amount of options that
will be held upon termination of this offering. The shares of common stock currently owned and the
shares of common stock received upon exercise of the options or warrants offered by this reoffer
prospectus may be offered from time to time by the selling stockholders named below.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Up to 2,500,000 shares of common stock issued pursuant to stock awards or the exercise of stock
options by officers, directors, employees or consultants who are eligible to participate in the
ChinaCast Education Corporation. 2007 Equity Plan may be sold pursuant to this reoffer prospecuts.
Eligibility to participate in the 2007 Equity Plan is available to our officers, directors,
employees and consultants, as well as the officers, directors, employees and consultants of any of
our subsidiaries including their subsidiaries, as determined solely by the compensation committee
of the board of directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Of the 2,500,000 shares or options eligible for grant pursuant to the 2007 Equity Plan, no shares
of common stock have been awarded as of the date of this prospectus. Information relating to
individual selling stockholders for stock awards and options granted following the effective date
of this prospectus will be included supplementally.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Since our company does not currently meet the registrant requirements for use of Form S-3, the
amount of common shares which may be resold by means of this reoffer prospectus by each of the
selling stockholders, and any other person with whom he or she is acting in concert for the purpose
of selling securities of our company, must not exceed, in any three month period, the amount
specified in Rule 144(e) promulgated under the Securities Act.</B>
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders and any of their pledgees, donees, transferees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of common stock on
any stock exchange, market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use
any one or more of the following methods when selling shares:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker-dealer as principal and resale by the broker-dealer for its account;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an exchange distribution in accordance with the rules of the applicable exchange;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>privately negotiated transactions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(vi)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>short sales;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(vii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>broker-dealers may agree with the selling stockholders to sell
a specified number of such shares at a stipulated price per share;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(viii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a combination of any such methods of sale; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ix)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any other method permitted pursuant to applicable law.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may also sell shares under Rule&nbsp;144 under the Securities Act, if
available, rather than under this prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions involved.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may from time to time pledge or grant a security interest in some or
all of the shares owned by them and, if they default in the performance of their secured
obligations, the pledgees or secured parties may offer and sell shares of common stock from time to
time under this prospectus, or under an amendment to this prospectus under Rule&nbsp;424(b)(3) or other
applicable provision of the Securities Act of 1933, as amended, amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders also may transfer the shares of common stock in other circumstances,
in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders and any broker-dealers or agents that are involved in selling the
shares may be deemed to be &#147;underwriters&#148; within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. Discounts, concessions, commissions and similar selling
expenses, if any, that can be attributed to the sale of securities
will be paid by the selling stockholder and/or the purchasers. At the time a particular offer of
shares is made by the selling
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">stockholders, to the extent required, a prospectus will be
distributed. Each selling stockholder has represented and warranted to the Company that it
acquired the securities subject to this registration statement in the ordinary course of such
selling stockholder&#146;s business and, at the time of its purchase of such securities such selling
stockholder had no agreements or understandings, directly or indirectly, with any person to
distribute any such securities.
</DIV>

<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Delaware law, we may indemnify our directors or officers or other persons who were, are
or are threatened to be made a party to an action, suit or proceeding because the person is or was
our director, officer, employee or agent, against expenses, including attorneys&#146; fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by them in connection with
the action, suit or proceeding if the person:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>with respect to any criminal action or proceeding, had no
reasonable cause to believe the person&#146;s conduct was unlawful.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bylaws include indemnification provisions under which we have agreed to indemnify our
directors and officers from and against certain claims arising from or related to future acts or
omissions as our directors or officers, except in relation to matters as to which any such director
or officer was personally involved in the situation giving rise to the injury or unless such
officer or director committed a criminal offense.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers, and controlling persons pursuant to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or paid by a director,
officer or controlling person of ours in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
</DIV>

<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements incorporated in this prospectus by reference from the
Company&#146;s Annual Report on Form 10-KSB and Amendment 2 to Registration Statement on Form SB-2 have
been audited by Deloitte Touche Tohmatsu CPA Ltd., an independent registered public accounting
firm, as stated in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
</DIV>

<DIV align="left">
<A name="111"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain legal matters in connection with the issuance of the shares of our common stock
offered hereby by us and to be offered hereby have been passed upon for us by Loeb &#038; Loeb LLP, New
York, New York.
</DIV>

<DIV align="left">
<A name="112"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INCORPORATION OF DOCUMENTS BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus is part of a registration statement on Form S-8. The prospectus is prepared
in accordance with the requirements of Part&nbsp;I of Form S-3 and General Instruction C of the
instructions to Form S-8. The SEC
allows this filing to &#147;incorporate by reference&#148; information that the Company previously has
filed with the SEC.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This means the Company can disclose important information to you by referring
you to other documents that it has filed with the SEC. The information that is incorporated by
reference is considered part of this prospectus, and information that the Company files later will
automatically update and may supersede this information. For further information about the Company
and the securities being offered, you should refer to the registration statement and the following
documents that are incorporated by reference:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s latest prospectus filed with the SEC on June&nbsp;25, 2007, pursuant
to Rule 424(b) under the Securities Act, relating to the registration statement on Form
SB-2 (File No.&nbsp;333-140638), which includes the Company&#146;s audited financial statements
for the year ended December&nbsp;31, 2006.</TD>
</TR><TR><TD>&nbsp;</TD></TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Annual Report on Form 10-KSB for the fiscal year ended December&nbsp;31, 2006 filed with the SEC on April&nbsp;17, 2007;</TD>
</TR>


<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Quarterly Report on Form 10-QSB for the quarterly period ended
March&nbsp;31, 2007, filed with the SEC on May&nbsp;14, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Current Report on Form 8-K, dated February&nbsp;2, 2007, filed with
the SEC on February&nbsp;8, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Current Report on Form 8-K, dated February 28, 2007, filed with
the SEC on March&nbsp;6, 2007, as amended by our Current Report on Form 8-K/A dated Febary
28, 2007, filed with the SEC March&nbsp;14, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Current Report on Form 8-K, dated April&nbsp;2, 2007, filed with the
SEC on April&nbsp;2, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(g)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Current Report on Form 8-K dated April&nbsp;17, 2007, filed with the
SEC on April&nbsp;18, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(h)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Current Report on Form 8-K dated April&nbsp;30, 2007, filed with the
SEC on April&nbsp;30, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Current Report on Form 8-K dated May&nbsp;21, 2007, filed with the
SEC on May&nbsp;22, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(j)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Company&#146;s common stock contained in the Registration
Statement on Form 8-A, SEC File No.&nbsp;333-110906, filed January&nbsp;13, 2004, together with
any amendments or reports filed for the purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Company subsequent to those listed above with the SEC pursuant to
Section&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering,
shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may request a copy of all documents that are incorporated by reference in this prospectus
by writing or telephoning us at the following address and number: ChinaCast Education Corporation,
Attention: Secretary, 25 Fl., Qiang Sheng Mansion, No.&nbsp;145 Pu Jian Road, Puddorg District Shanhai,
211217, DRC, tel. (8621)&nbsp;6864 4666. We will provide copies of all documents requested (not
including exhibits to those documents, unless the exhibits are specifically incorporated by
reference into those documents or this prospectus) without charge.
</DIV>

<DIV align="left">
<A name="113"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ChinaCast Education Corporation is subject to the informational requirements of the
Securities Act of 1934 and, accordingly, files registration statements and other information with
the SEC. You may obtain these documents electronically through the SEC&#146;s website at
http://www.sec.gov. You may also obtain copies of this information by mail from the Public
Reference Room at: U.S. Securities and Exchange Commission at 100 F. Street, NE, Washington, D.C.
20549-0102. Fax: (202)&nbsp;777-1027. ChinaCast Education Corporation&#146;s filings with the SEC are
also available from commercial document retrieval services. Information contained on our web
site should not be
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"> considered part of this prospectus. You may also request a copy of our filings
at no cost, by writing or telephoning us at ChinaCast Education Corporation, 25 Fl., Qiang Sheng
Mansion, No.&nbsp;145 Pu Jian Road, Puddorg District Shanhai, 211217, PRC, tel. (8621)&nbsp;6864 4666.
</DIV>

<DIV align="left">
<A name="114"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></DIV>


<DIV align="left">
<A name="115"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by ChinaCast Education Corporation (the &#147;Company&#148;) with the
Securities and Exchange Commission (the &#147;Commision&#148;) are incorporated by reference in this
Registration Statement.
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s latest prospectus filed with the SEC on June&nbsp;25, 2007, pursuant to
Rule 424(b) under the Securities Act, relating to the registration statement on Form
SB-2 (File No.&nbsp;333-140638), which includes the Company&#146;s audited financial statements
for the year ended December&nbsp;31, 2006.</TD>
</TR><TR><TD>&nbsp;</TD></TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Annual Report on Form 10-KSB for the fiscal year ended December&nbsp;31, 2006 filed with the SEC on April&nbsp;17, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Quarterly Report on Form 10-QSB for the quarterly period ended
March&nbsp;31, 2007, filed with the SEC on May&nbsp;14, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Current Report on Form 8-K, dated February&nbsp;2, 2007, filed with
the SEC on February&nbsp;8, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Current Report on Form 8-K, dated February 28, 2007, filed with
the SEC on March&nbsp;6, 2007, as amended by our Current Report on Form 8-K/A dated Febary
28, 2007, filed with the SEC March&nbsp;14, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Current Report on Form 8-K, dated April&nbsp;2, 2007, filed with the
SEC on April&nbsp;2, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(g)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Current Report on Form 8-K dated April&nbsp;17, 2007, filed with the
SEC on April&nbsp;18, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(h)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Current Report on Form 8-K dated April&nbsp;30, 2007, filed with the
SEC on April&nbsp;30, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Current Report on Form 8-K dated May&nbsp;21, 2007, filed with the
SEC on May&nbsp;22, 2007;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(j)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Company&#146;s common stock contained in the Registration
Statement on Form 8-A, SEC File No.&nbsp;333-110906, filed January&nbsp;13, 2004, together with
any amendments or reports filed for the purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by reference herein or
therein shall be deemed to be modified or superseded for purposes of this Registration Statement
and the prospectus which is a part hereof (the &#147;Prospectus&#148;) to the extent that a statement
contained herein or therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may request a copy of these filings, excluding the exhibits to such filings which we have
not specifically incorporated by reference in such filings, at no cost, by writing or telephoning
us at the following address:
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Antonio Sena<BR>
Chief Financial Officer and Secretary<BR>
25 Fl., Qiang Sheng Mansion No.145<BR>
Pu Jian Road, Pudong District,<BR>
Shanghai, 211217, PRC
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="116"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>


<DIV align="left">
<A name="117"></A>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5.
Interests of Named Experts and Counsel.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left">
<A name="118"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Delaware law, we may indemnify our directors or officers or other persons who were, are
or are threatened to be made a party to an action, suit or proceeding because the person is or was
our director, officer, employee or agent, against expenses, including attorneys&#146; fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by them in connection with
the action, suit or proceeding if the person:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>with respect to any criminal action or proceeding, had no
reasonable cause to believe the person&#146;s conduct was unlawful.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bylaws include indemnification provisions under which we have agreed to indemnify our
directors and officers from and against certain claims arising from or related to future acts or
omissions as our directors or officers, except in relation to matters as to which any such director
or officer was personally involved in the situation giving rise to the injury or unless such
officer or director committed a criminal offense.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers, and controlling persons pursuant to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or paid by a director,
officer or controlling person of ours in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
</DIV>

<DIV align="left">
<A name="119"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;7. Exemption From Registration Claimed.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="120"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">ChinaCast Education Corporation 2007 Omnibus Securities and Incentive Plan.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Loeb &#038; Loeb LLP</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte Touche Tohmatsu CPA Ltd.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Loeb &#038; Loeb LLP (included in exhibit 5.1).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left">
<A name="121"></A>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned Registrant hereby undertakes:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar amount of
securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the form
of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20&nbsp;percent change in the
maximum aggregate offering price set forth in the &#147;Calculation of Registration Fee&#148;
table in this effective Registration Statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) to include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 9%"><I>provided, however, </I>that the foregoing paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section&nbsp;13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial <I>bona fide </I>offering thereof; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(3) To remove from the registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(4) That, for the purpose of determining liability under the Securities Act to any
purchaser:
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Each prospectus filed by the Registrant pursuant to Rule&nbsp;424(b)(3) shall be
deemed to be part of this Registration Statement as of the date the filed prospectus was
deemed part of and included in the Registration Statement; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Each prospectus required to be filed pursuant to Rule&nbsp;424(b)(2), (b)(5), or
(b)(7) as part of a Registration Statement in reliance on Rule&nbsp;430B relating to an
offering made pursuant to Rule&nbsp;415(a)(1)(i), (vii), or (x)&nbsp;for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be
part of and included in the Registration Statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the Registration
Statement relating to the securities in the Registration Statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof, <I>provided, however</I>, that no statement made in
a Registration Statement or incorporated by reference into the Registration Statement or
prospectus that is part of the Registration Statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the Registration Statement or prospectus that was part of the
Registration Statement or made in any such document immediately prior to such effective
date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(5) That, for the purpose of determining liability of the Registrant under the Securities
Act to any purchaser in the initial distribution of the securities:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The undersigned Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this Registration Statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule&nbsp;424;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Any free writing prospectus relating to the offering prepared by or on behalf
of the undersigned Registrant or used or referred to by the undersigned Registrant;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its securities
provided by or on behalf of the undersigned Registrant; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) Any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 1%">(b)&nbsp;The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant&#146;s annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan&#146;s annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial <I>bona fide </I>offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 1%">(c)&nbsp;Insofar as indemnification for liability arising under the Securities Act may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or
proceeding) is
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->19<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 1%"> asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it or against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->20<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="122"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, on July 10, 2007.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">CHINACAST EDUCATION CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/&nbsp;Ron Chan Tze Ngon</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Ron Chan Tze Ngon&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Chairman and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons and in the capacities and on the dates
indicated.
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: July 10, 2007
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Ron
Chan Tze Ngon<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Ron
Chan Tze Ngon
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman and Chief Executive Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Principal Executive Officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: July 10, 2007
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Antonio
Sena<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Antonio
Sena
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer and Secretary</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Principal Accounting Officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: July 10, 2007
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Yin
Jianping<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Yin
Jianping
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice Chairman</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: July 10, 2007
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Daniel
Tseung<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
/s/ Daniel
Tseung
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: July 10, 2007
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Justin
Tang<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Justin
Tang
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: July 10, 2007
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Richard
Xue<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Richard
Xue
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->21<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

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    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
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    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">ChinaCast Education Corporation 2007 Omnibus Securities and Incentive Plan.</TD>
</TR>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Loeb &#038; Loeb LLP</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte Touche Tohmatsu CPA Ltd.</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Loeb &#038; Loeb LLP (included in exhibit 5.1).</TD>
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sv8
Table of Contents
As filed with the Securities and Exchange Commission on July 10, 2007
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CHINACAST EDUCATION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
20-0178991
(State or other jurisdiction of incorporation or
I.R.S. Employer Identification No.
organization)
25 fl. Qiang Sheng Mansion
No.145 Pu Jian Road, Pudong District
Shanghai, 211217, People's Republic of China
(Address of Principal Executive Offices)
ChinaCast
Education Corporation 2007 Omnibus
Securities
and Incentive Plan
(Full title of the plan)
Ron Chan Tze Ngon, Chief Executive Officer
25 fl. Qiang Sheng Mansion
No.145 Pu Jian Road, Pudong District
Shanghai, 211217, People's Republic of China
(Name and address of agent for service)
(86) 21 6864 4666
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to agent for service to:
Mitchell S. Nussbaum, Esq.
Loeb & Loeb LLP
345 Park Ave.
New York, NY 10154
Phone: (212) 407-4000
Facsimile: (212) 407-4990
CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED
TITLE OF
MAXIMUM
MAXIMUM
SECURITIES TO BE
AMOUNT TO BE
OFFERING PRICE
AGGREGATE
AMOUNT OF
REGISTERED
REGISTERED
PER SHARE(1)
OFFERING PRICE (1)
REGISTRATION FEE
Common Stock
2,500,000
(2)
$
5.85
$
14,625,000
$
448.98
Total
2,500,000
$
448.98
(1)
Estimated solely for the purpose of calculating the registration fee in accordance with
Rule 457(h) based on the closing price for the Common Stock on the OTC Bulletin Board on July
6, 2007
(2)
Includes shares of our common stock issuable pursuant to the Company's 2007 Omnibus
Securities and Incentive Plan.
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement relates to two separate prospectuses.
Section 10(a) Prospectus
: Items 1 and 2, from this page, and the documents
incorporated by reference pursuant to Part II, Item 3 of this prospectus, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").
Reoffer Prospectus
: The material that follows Item 2, up to but not including Part II
of this Registration Statement, of which the reoffer prospectus is a part, constitutes a "reoffer
prospectus," prepared in accordance with the requirements of Part I of Form S-3 under the
Securities Act. Pursuant to Instruction C of Form S-8, the reoffer prospectus may be used for
reoffers or resales of common shares which are deemed to be "control securities" or "restricted
securities" under the Securities Act that have been acquired by the selling stockholders named in
the reoffer prospectus.
Item 1. Plan Information.
The documents containing the information specified in Item 1 will be sent or given to
participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act"). Such documents are not required to be and are not filed with the Securities
and Exchange Commission (the "SEC") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form
S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company will furnish without charge to each person to whom the prospectus is delivered,
upon the written or oral request of such person, a copy of any and all of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits
to such documents (unless such exhibits are specifically incorporated by reference to the
information that is incorporated). Those documents are incorporated by reference in the Section
10(a) prospectus. The Company will also furnish without charge to each person to whom the
Prospectus is delivered, upon the written or oral request of such person, a copy of other documents
required to be delivered to employees pursuant to Rule 428(b). Requests should be directed to Mr.
Antonio Sena, Secretary, ChinaCast Education Corporation, 25 Fl., Qiang Sheng Mansion, No. 145 Pu
Jian Road, Puddorg District Shanhai, 211217, PRC, tel. (8621) 6864 4666.
1
Table of Contents
REOFFER PROSPECTUS
2,500,000 Shares of Common Stock
CHINACAST EDUCATION CORPORATION
Common Stock $0.0001 Par value Per Share
This reoffer prospectus relates to the 2,500,000 shares (the "Shares") of Common Stock, par
value $0.0001 per share, of ChinaCast Education Corporation (the "Company" or "ChinaCast") which
may be offered and resold from time to time by certain eligible participants of the shares issuable
pursuant to our 2007 Omnibus Securities and Incentive Plan ("2007 Equity Plan"). Eligible
participants in our 2007 Equity Plan consist of employees, directors, officers and consultants. We
have not granted any awards under our 2007 Equity Plan to any eligible participants who are
affiliates of our company (as defined in Rule 405 under the Securities Act). If, subsequent to the
date of this reoffer prospectus, we grant any awards under the 2007 Equity Plan to any eligible
participants who are affiliates of our company (as defined in Rule 405 under the Securities Act),
Instruction C of Form S-8 requires that we supplement this reoffer prospectus with the names of
such affiliates and the amounts of securities to be reoffered by them as selling stockholders.
Selling stockholders will consist of those eligible participants who are affiliates of our company
(as defined in Rule 405 of the Securities Act). It is anticipated that the selling stockholders
will offer common shares for sale at prevailing prices on the OTC Bulletin Board on the date of
sale in negotiated transactions or otherwise, at market prices prevailing at the time of the sale
or at prices otherwise negotiated. See "Plan of Distribution." We will receive no part of the
proceeds from sales made under this reoffer prospectus. The selling stockholders will bear all
sales commissions and similar expenses. Any other expenses incurred by us in connection with the
registration and offering and not borne by the selling stockholders will be borne by us. We have
not previously registered the offer and sale of the Shares to the selling stockholders.
We have agreed to pay the expenses in connection with the registration of these shares. Our
Common Stock is traded on the OTCBB under the symbol "CEUC."
Our principal executive office is located at 25fl., Qiang Sheng Mansion, No. 145 Pu Jian Road,
Pudong District, Shanghai, 211217, PRC; Telephone: (86) 21 6864 4666.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 5 OF THIS PROSPECTUS FOR CERTAIN RISKS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS
OF THE SECURITIES OFFERED HEREBY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Date of This Prospectus is July 10, 2007
Table of Contents
Page
Part
I.
Information
Required In The Section 10(a) Prospectus
Prospectus Summary
1
The Offering
4
Forward-Looking Statements
4
Risk Factors
5
Determination of Offering Price
12
Use Of Proceeds
12
Selling Stockholders
12
Plan of Distribution
13
Limitation on Liability and Indemnification Matters
14
Experts
14
Legal Matters
14
Incorporation of Documents By Reference
14
Where You Can Find More Information
15
Part II.
Information Required In The Registration Statement
Item 3.
Incorporation of Documents by Reference
16
Item 4.
Description of Securities
17
Item 5.
Interest of Named Experts and Counsel
17
Item 6.
Indemnification of Directors and Officers
17
Item 7.
Exemption from Registration Claimed
17
Item 8.
Exhibits
18
Item 9.
Undertakings
18
Signatures
EXHIBIT 4.1
EXHIBIT 5.1
EXHIBIT 23.1
You should rely only on the information contained in this prospectus. We have not authorized
any other person to provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. The selling stockholders will not make an
offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You
should assume that the information appearing in this prospectus is accurate as of the date on the
front cover of this prospectus only, regardless of the time of delivery of this prospectus or of
any sale of our common stock. Our business, financial condition, results of operations and
prospects may have changed since that date.
i
Table of Contents
PROSPECTUS SUMMARY
This summary highlights certain information found in greater detail elsewhere in this
prospectus. This summary may not contain all of the information that may be important to you. We
urge you to read this entire prospectus carefully, including the risks of investing in our common
stock discussed under "Risk Factors" and the financial statements and other information that is
incorporated by reference into this prospectus, before making an investment decision. In addition,
this prospectus summarizes other documents which we urge you to read.
Overview
We were formed as a blank check company to effect a merger, capital stock exchange, asset
acquisition or other similar business combination with an operating business in the paper,
packaging, forest products and related industries. On March 17, 2004, we completed an initial
public offering of our securities (the "IPO"). Any references in this prospectus to "we," "us,"
"our," the "holding company", "ChinaCast Education" or "CEC" refers to ChinaCast Education
Corporation and its subsidiaries, unless otherwise specified. Any reference to "ChinaCast" or
"CCH" refers to our principal operating subsidiary, ChinaCast Communication Holdings Limited.
The Acquisition of CCH
On September 13, 2005, the holders of 51.15% of the ordinary shares of CCH agreed to our
acquisition offer (the "Offer"), under which CCH stockholders would have the option to receive, in
the Offer, either one share of our common stock for every 21.29 CCH shares tendered, or a cash
payment of 0.28 Singapore dollars (US$0.167, based on the Singapore-U.S. dollar exchange rate on
that date (S$1.6810 per U.S. dollar)) for each CCH share tendered. On July 13, 2006, the letters
of undertaking previously executed lapsed in accordance with Singapore law and we obtained new
letters of undertaking (the "Letters of Undertaking") from stockholders of CCH holding in the
aggregate 50.85% of its outstanding shares. CCH's majority stockholders delivering the
undertakings (the "ChinaCast Majority") committed to receive shares of our common stock in the
Offer.
On December 7, 2006, in connection with our pending acquisition of CCH, we entered into a
Credit Facility Agreement with certain lenders and DBS Bank Ltd., as Administrative Agent. The
Facility Agreement established a secured credit facility under which we may borrow up to
S$62,000,000. We are permitted to use the proceeds of loans under the Facility Agreement only for
the acquisition of outstanding shares of CCH and to pay fees, interest and other expenses related
to such acquisition and the loans.
On December 18, 2006, our stockholders voted to approve the acquisition of CCH. No holders of
shares issued in our IPO elected to have their shares redeemed.
On December 22, 2007, we completed the acquisition of CCH through our acquisition as of such
date, of 51.22% of the outstanding ordinary shares of CCH. As of January 18, 2007, the date on
which the Offer was completed, we had acquired an additional 29.05% of the outstanding ordinary
shares of CCH. As of April 10, 2007, we had acquired 98.06% of the outstanding ordinary shares of
CCH.
On January 4, 2007, we filed an amendment to our certificate of incorporation to change our
name to ChinaCast Education Corporation and to increase the number of shares of common stock that
we are authorized to issue to 100,000,000.
Our executive offices are located at 25Fl., Qiang Sheng Mansion No. 145, Pu Jian Road, Pudong
District, Shanghai, 211217, PRC and our telephone number is (86 21) 68644666.
1
Table of Contents
The Business of CCH
CCH was incorporated under the laws of Bermuda on November 20, 2003 as an exempted company
with limited liability, and as the holding company for a public flotation in Singapore of CCH's
business.
Products and Services
CCH offers products and services to customers under four principal product lines:
•
Post Secondary Education Distance Learning Services
— CCH enables
universities and other higher learning institutions to provide nationwide real-time
distance learning services. Its "turn-key" packages include all the hardware, software
and broadband satellite network services necessary to allow university students located
at remote classrooms around the country to interactively participate in live lectures
broadcast from a main campus. CCH currently services 15 universities with over 128,000
students in over 300 remote classrooms. For example, Beijing Aeronautical and
Aeronautics University (Beihang), consistently ranked among the top ten Universities in
China by the Ministry of Education, launched its distance learning network in
cooperation with CCH in 2002. By 2005, the number of distance learning students reached
20,000, at over 120 remote learning centers in China. In return for the turnkey
distance learning services, CCH receives from the University a percentage of each
remote student's tuition. According to China's Ministry of Education, in 2003 there
were over 100 million higher education students in the PRC, while universities had
sufficient physical space to accommodate only about 15% of the students qualified to
attend.
•
K-12 Educational Services
— CCH currently broadcasts multimedia educational content
to 6,500 primary, middle and high schools throughout the PRC in partnership with
leading educational content companies, such as Sun TV, Huajiao and the Clever Group,
and renowned educational institutions such as the Beida Middle School and the Middle
China Normal University High School. The educational content packages assist teachers
in preparing and teaching course content. Each school pays CCH a subscription fee for
this service.
•
Vocational/Career Training Services
— In partnership with various ministries and
government departments, CCH has deployed over 100 training centers throughout China
providing job-skills training to recent graduates, employees of state-owned enterprises
and the unemployed. One such key vocational e-learning project for the Ministry of
Labor and Social Security (MLSS) provides job skills training for recently laid off
workers from state-owned enterprises. The MLSS/CCH distance learning job sills program
was launched in April 2003 and has trained over 50,000 workers. Over 75% of the
graduates of the program have gone on to find jobs. Future plans include expanding the
distance learning network from 50 to over 200 sites to achieve a target of up to 30,000
graduates per year. MLSS pays CCH monthly service and content subscription fees to
provide the distance learning service.
•
Enterprise/Government Training and Networking Services
— CCH provides training and
networking services to large corporations, government agencies and multinational
companies that require data, video and voice communications between their head office
and branch offices throughout China. CCH provides these services to such customers as
energy companies, post offices, insurance/financial institutions, retailers and
manufacturers. One such enterprise network for Taikang Insurance, the country's fifth
largest insurance company, provides interactive corporate training to over 165,000
insurance agents throughout China.
2
Table of Contents
These enterprise customers typically buy the hardware and software and pay a monthly
service fee based on the number of sites and bandwidth used.
In its business segments, CCH competes with state-owned and private enterprises that provide
IT/Telecom services as well as educational services. These include large, well-funded state owned
telecom companies such as China Telecom, China Netcom, China Unicom, China Railcom, China Satcom,
China Orient, Guangdong Satellite Telecom and China Educational TV, as well as private educational
service companies such as ChinaEdu, Beida Online, Ambow, Tengtu and China-Training.com. Not all of
these companies compete directly in all e-learning and educational content sectors CCH services and
may offer services that are comparable or superior to CCH's.
CCH seeks to achieve brand recognition in targeted high growth, high margin market segments,
such as for-profit education and corporate/government training. It strives to maximize customer
loyalty and increase margins by offering additional services not offered by traditional service
providers. CCH intends to continue to develop for these segments new products and services that
integrate broadband multimedia delivery with quality educational content. These new products
include educational services such as career and vocational training courses and telecom/IT services
such as voice over IP, video conferencing and web-based applications.
3
Table of Contents
THE OFFERING
Common stock outstanding prior to
the offering
27,050,128 shares
Common stock being offered by Selling
Stockholders
2,500,000 shares
Use of Proceeds
We will not receive any proceeds
from the sale of the common stock
offered in this prospectus. We
will receive proceeds to the
extent that options issued to our
2007 Equity Plan are exercised for
cash. We will use the exercise
proceeds, if any, for working
capital and general corporate
purposes.
OTCBB Symbol
CEUC
Risk Factors
The securities offered by this
prospectus are speculative and
involve a high degree of risk and
investors purchasing securities
should not purchase the securities
unless they can afford the loss of
their entire investment. See "Risk
Factors" beginning on page 5.
FORWARD-LOOKING STATEMENTS
We believe that some of the information in this prospectus constitutes forward-looking
statements within the definition of the Private Securities Litigation Reform Act of 1995. You can
identify these statements by forward-looking words such as "may," "expect," "anticipate,"
"contemplate," "believe," "estimate," "intends," and "continue" or similar words. Any information
in this prospectus regarding the contingent earn-out payments should also be considered
forward-looking statements. You should read statements that contain these words carefully because
they:
•
discuss future expectations;
•
contain information which could impact future results of operations or financial condition; or
•
state other "forward-looking" information.
You are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this prospectus.
All forward-looking statements included herein attributable to us, CCH or any person acting on
our behalf are expressly qualified in their entirety by the cautionary statements contained or
referred to in this section. Except to the extent required by applicable laws and regulations, we
undertake no obligation to update these forward-looking statements to reflect events or
circumstances after the date of this document or to reflect the occurrence of unanticipated events.
4
Table of Contents
RISK FACTORS
You should carefully consider the risks described below before making an investment in our
common stock. An investment in our common stock being offered for resale by the selling
stockholders is very risky. You should carefully consider the risk factors described below,
together with all other information in this prospectus before making an investment decision. All of
these risks may impair our business operations. Additional risks and uncertainties not presently
foreseeable to us may also impair our business operations. If any of the following risks actually
occurs, our business, financial condition or operating results could be materially and adversely
affected. In such case, the trading price of our common stock could decline, and you may lose all
or part of your investment.
General Risks Relating To Our Business
Our
business may be harmed if the Satellite Operating Entities upon which we rely fails to perform their obligations.
We provide our services primarily over broadband satellite. Pursuant to the technical services
agreement between them, CCH provides technical services to ChinaCast Li Xiang Co. Ltd. ("CCLX"),
which is licensed to provide value-added satellite broadband services in the PRC and to the Beijing
Branch ("CCLBJ") of ChinaCast Co. Ltd. ("CCL") (CCLX and CCLBJ sometimes referred to as the
"Satellite Operating Entities"). CCH provides its technical services to customers of the Satellite
Operating Entities, whom it considers to be its own customers. CCH also engages the Satellite
Operating Entities to provide the required satellite broadband service when a customer in China
engages CCH directly.
CCH has management control over, but does not own directly or indirectly, CCLX or its parent,
CCL. It has no management control over CCL other than the operation of CCLBJ. Our Chairman Yin
Jianping owns 20% of Tibet Tiantai Investment Management Co., Ltd., a company that owns 70% of CCL.
CCL owns 90% of CCLX. Although the technical services agreement and the pledge agreements executed
by the stockholders of CCL and CCLX in CCH's favor contains contractual safeguards to protect CCH's
interests, these safeguards may not be enforceable or effective. We have no other legal control
over the Satellite Operating Entities.
As such, we are dependent on the due performance by the Satellite Operating Entities of their
obligations, and if they fail to perform their obligations under or terminate the technical
services agreement between them, we will be unable to provide our services.
We
and the Satellite Operating Entities have a relatively short operating history and are subject to the risks of a new enterprise, any one of which could
limit growth, content and services, or market development.
Our short operating history makes it difficult to predict how our businesses will
develop. Accordingly, we face all of the risks and uncertainties encountered by early-stage
companies, such as:
•
uncertain growth in the market for, and uncertain market acceptance of, products,
services and technologies;
•
the evolving nature of e-learning services and content; and
•
competition, technological change or evolving customer preferences that could harm sales
of their services, content or solutions.
If we and the Satellite Operating Entities are not able to meet the challenges of building
businesses and managing growth, the likely result will be slowed growth, lower margins, additional
operational costs and lower income.
If we and the Satellite Operating Entities do not manage growth successfully, our growth and
chances for continued profitability may slow or stop.
5
Table of Contents
We and the Satellite Operating Entities have expanded operations rapidly during the last
several years, and we plan to continue to expand with additional solutions tailored to meet the
different needs of end customers in specific market segments. This expansion has created
significant demands on administrative, operational and financial personnel and other resources,
particularly the need for working capital. Additional expansion in existing or new markets and new
lines of business could strain these resources and increase the need for capital, which may result
in cash flow shortages. We or the Satellite Operating Entities' personnel, systems, procedures, and
controls may not be adequate to support further expansion.
Our acquisition of CCH has placed even heavier demands for capital due to:
•
the potential rescission liability existing as a result of our charter amendments;
•
the outstanding liabilities due to service providers since the announcement of the transaction; and
•
the increased costs of complying with the rules and regulations of being a public
reporting operating company.
Future financings may dilute stockholders or impair our financial condition.
In the future, we may need to raise additional funds through public or private financing,
which might include the sale of equity securities. The issuance of equity securities could result
in financial and voting dilution to our existing stockholders. The issuance of debt could result in
effective subordination of stockholders' interests to the debt, create the possibility of default,
and limit our financial and business alternatives.
If we and the Satellite Operating Entities fail to keep pace with rapid technological changes,
especially in the satellite and distance learning education industries, our competitive position
will suffer.
Our market and the enabling technologies (including satellite and distance learning
technology) used in our education/training and enterprise data networking solutions are
characterized by rapid technological change. As our services are primarily based on satellite
broadband infrastructure, we rely on the Satellite Operating Entities. As such, CCH also relies on
the Satellite Operating Entities to keep pace with technological changes. Prior to our acquisition
of CCH, CCH's stockholders provided it the funding it required to expand and to provide the
Satellite Operating Entities with the financial support to acquire required technology. CCH will,
however, need further external funding to upgrade existing technology, and there is no assurance
that we will be able to obtain the necessary funds to keep pace with rapid technological changes in
our markets. Failure to respond to technological advances could make our business less efficient,
or cause our services to be of a lesser quality than our competitors. These advances could also
allow competitors to provide higher quality services at lower costs than we can provide. Thus, if
we are unable to adopt or incorporate technological advances, our services will become
uncompetitive.
Unexpected network interruptions caused by system failures, natural disasters, or unauthorized
tamperings with systems could disrupt our operations.
The continual accessibility of our web sites and the performance and reliability of CCLX's
satellite network infrastructure are critical to our reputation and our ability to attract and
retain users, customers and merchants. Any system failure or performance inadequacy that causes
interruptions in the availability of our services, or increases response time, could reduce our
appeal to users and customers. Factors that could significantly disrupt our operations include:
•
system failures and outages caused by fire, floods, earthquakes or power loss;
•
telecommunications failures and similar events;
•
software errors;
•
computer viruses, break-ins and similar disruptions from unauthorized tampering with our
computer systems; and
•
security breaches related to the storage and transmission of proprietary information,
such as credit card numbers or other personal information.
6
Table of Contents
We and CCLX have limited backup systems and redundancy. Future disruptions or any of the
foregoing events could damage our reputation, require us to expend significant capital and other
resources and expose us to a risk of loss or litigation and possible liability. Furthermore, as we
rely on CCLX to provide the satellite network infrastructure, if CCLX suffers such disruptions or
failure, we may have to provide CCLX with substantial financial support. Neither we nor CCLX
carries any business interruption insurance to compensate for losses that may occur as a result of
any of these events. Accordingly, our revenues and results of operations may be adversely affected
if any of the above disruptions should occur.
If we and the Satellite Operating Entities lose key management personnel, our business may suffer.
Our continued success is largely dependent on the continued services of our key management
personnel, as well as those of the Satellite Operating Entities, and on our ability to identify,
recruit, hire, train and retain qualified employees for technical, marketing and managerial
positions. The loss of the services of certain of our or the Satellite Operating Entities' key
personnel, including Messrs. Yin, Chan and Sena, without adequate replacement, could have an
adverse effect on us. Each of these individuals played significant roles in developing and
executing our overall business plan and maintaining customer relationships and proprietary
technology systems. While none is irreplaceable, the loss of the services of any would be
disruptive to our business. Competition for qualified personnel in Chinese telecommunications and
Internet-related markets is intense. As a result, we may have difficulty attracting and retaining
them.
We may not compete successfully with large, well-funded state-owned and private enterprises in its
industry, which could result in reduced revenue.
Competition in providing education/training and enterprise data networking service is becoming
more intense in the PRC. Large, well-funded state-owned enterprises, such as China Telecom, China
Netcom, China Unicom, China Railcom, China Sat, China Orient, Guangdong Satellite Telecom and China
Educational TV, as well as private enterprises like chinaedu.net, Beida Online, Ambow, and Tengtu,
may offer services that are comparable or superior to ours. As there are no independent market
surveys of our business segments, we are unable to ascertain our market share accurately. Failure
to compete successfully with these state-owned enterprises will adversely affect our business and
operating results.
A substantial number of shares of our common stock are currently available for sale, which might
result in a decline in market price.
As of June 4, 2007, 21,534,153 additional shares of our common stock had been issued to the
former CCH stockholders, representing approximately 82.5% of our outstanding common stock. As a
result of this increase in our outstanding common stock, a substantial number of additional shares
are eligible for resale in the public market, which could adversely affect its market price.
Approximately 15.5 million shares of common stock issued to former stockholder of CCH in the
Offer are not covered by any registration statement and, therefore, are not currently
freely-tradable by those stockholders. The Company has filed a registration statement on Form SB-2
relating to resales of such shares by such stockholders. Such registration statement has not yet
been declared effective by the Securities and Exchange Commission.
Registration rights held by our initial stockholders who purchased shares prior to CEC's IPO may
have an adverse effect on the market price of our common stock.
Our initial stockholders who purchased common stock prior to CEC's IPO are entitled to demand
that we register the resale of their shares as they have been released from escrow. If such
stockholders exercise their registration rights with respect to all of their shares, there will be
an additional 1,000,000 shares of common stock eligible for trading in the public market. The
presence of these additional shares may have an adverse effect on the market price of our common
stock.
If we are unable to receive a listing of its securities on the Nasdaq Global Market, it may be more
difficult for stockholders to sell their securities.
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As required by the Letters of Undertaking, we are applying for listing of our securities on
the Nasdaq Global Market. If they are not so listed, then it may be more difficult for
stockholders to sell their securities.
Our stockholders may have securities law claims against us for rescission or damages that are not
extinguished by consummation of the acquisition of CCH.
On March 21, 2006, after obtaining the approval of our stockholders, we amended our
certificate of incorporation, the effect of which was, among other things, to eliminate the
provision of our certificate of incorporation that purported to prohibit amendment of the "business
combination" provisions contained therein and to extend the date before which we must complete a
business combination, to avoid being required to liquidate, from March 23, 2006 to December 31,
2006. Because extending the period during which we could consummate a business combination was not
contemplated by our IPO prospectus, our stockholders may have securities law claims against us for
rescission (under which a successful claimant would have the right to receive the total amount paid
for his or her shares, plus interest and less any income earned on the shares, in exchange for
surrender of the shares) or damages (compensation for loss on an investment caused by alleged
material misrepresentations or omissions in the sale of the security). Such claims might entitle
stockholders asserting them to up to US$6.00 per share of common stock, based on the initial
offering price of the public units comprised of stock and warrants, less any amount received from
sale of the original warrants purchased with them and plus interest from the date of our IPO. A
successful claimant for damages under federal or state law could be awarded an amount to compensate
for the decrease in value of his or her shares caused by the alleged violation (including,
possibly, punitive damages), together with interest, while retaining the shares.
We may be subject to securities laws claims regarding past disclosures.
We may be subject to claims for rescission or other securities law claims resulting from our
failure to disclose that our charter provision purporting to prohibit certain amendments was
possibly inconsistent with Delaware's General Corporation Law. We may also be subject to such
claims as a result of inaccuracies in other disclosures, as follows: It may be argued that our IPO
prospectus misstated the vote required by its charter to approve a business combination by
providing that "[w]e will proceed with a business combination only if the public stockholders who
own at least a majority of the shares of common stock sold in
[that] offering vote in favor [of it]," and that our Exchange Act reports have been inaccurate in describing CCH as a leading
provider of e-learning content (as opposed to being primarily a content carrier). On November 13,
2006, we filed a Current Report on Form 8-K with the SEC regarding this last item. We are unable to
predict the likelihood that claims might be made with regard to the foregoing or estimate any
amounts for which it might be liable if any such claim was made.
Compliance with the Foreign Corrupt Practices Act could adversely impact our competitive position;
failure to comply could subject us to penalties and other adverse consequences.
We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits
United States public companies from engaging in bribery of or other prohibited payments to foreign
officials to obtain or retain business. Foreign companies, including some that may compete with the
combined company, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs,
theft and other fraudulent practices occur from time to time in China. There is no assurance that
our employees or other agents will not engage in such conduct, for which we might be held
responsible. If our employees or other agents are found to have engaged in such practices, we could
suffer severe penalties and other consequences that may have a material adverse effect on our
business, financial condition and results of operations.
Foreign Exchange Risk
Changes in the conversion rate between the RMB and foreign currencies, such as Hong Kong or United
States dollars, may adversely affect our profits.
CCH bills its customers in Chinese RMB, but 13.0%, 11.9% and 10.8% of its revenues in fiscal
years 2004, 2005 and 2006, respectively, were collected in Hong Kong dollars. In addition, 19.5%,
8.8% and 13.8% of its purchases/expenses in those fiscal periods, respectively, were in United
States dollars; 1.1%, 3.1% and 3.7% were in Singapore dollars; and 10.1%, 9.5% and 7.7% were in
Hong Kong dollars during these same periods. The remainder
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of its revenues and expenses/purchases were in Chinese RMB. As such, we may be subject to
fluctuations in the foreign exchange rates between these currencies.
The RMB is not a freely convertible currency. The State Administration for Foreign Exchange,
under the authority of the People's Bank of China, controls the conversion of Renminbi into foreign
currencies. The value of the RMB is subject to changes in central government policies and to
international economic and political developments affecting supply and demand in the China Foreign
Exchange Trading System market.
Neither we nor our subsidiaries have a formal hedging policy with respect to foreign exchange
exposure. In the future, we may hedge exchange transactions after considering the foreign currency
amount, exposure period and transaction costs.
Chinese foreign exchange controls may limit our ability to utilize CCH's revenues effectively and
receive dividends and other payments from our Chinese subsidiaries.
CCH's 98.5% owned subsidiary, ChinaCast Technology (Shanghai) Limited ("CCT Shanghai"), is
subject to Chinese rules and regulations on currency conversion. The Chinese government regulates
the conversion of the Chinese RMB into foreign currencies. Currently, foreign investment
enterprises, of which CCT Shanghai is one, are required to apply for authority (renewed annually)
to open foreign currency accounts governing conversion for payment of dividends limited capital
items such as direct investments, loans, and issuances of securities, some of which may be effected
with governmental approval, while others require authorization.
The ability of CCT Shanghai to remit funds to us may be limited by these restrictions. There
can be no assurance that the relevant regulations in China will not be amended so as to adversely
affect CCT Shanghai's ability to remit funds to us.
Risks Relating To Doing Business In The People's Republic Of China
Introduction of new laws or changes to existing laws by the Chinese government may adversely affect
our business.
CCH, our operating subsidiary, and the Satellite Operating Entities' business and operations
in China are governed by the Chinese legal system, which is codified in written laws, regulations,
circulars, administrative directives and internal guidelines. The Chinese government is in the
process of developing its commercial legal system to meet the needs of foreign investors and
encourage foreign investment. As the Chinese economy is developing and growing generally at a
faster pace than its legal system, uncertainty exists regarding the application of existing laws
and regulations to novel events or circumstances. Chinese laws and regulations, and their
interpretation, implementation and enforcement, are developing and are therefore generally subject
to greater changes than more established bodies of commercial law.
Moreover, precedents of interpretation, implementation and enforcement of Chinese laws and
regulations are limited, and Chinese court decisions are not binding on lower courts. Accordingly,
the outcome of dispute resolutions may not be as consistent or predictable as in other more
mercantilely advanced jurisdictions. It may be difficult to obtain timely and equitable enforcement
of Chinese laws, or to obtain enforcement in China of a judgment by a foreign court or
jurisdiction.
Chinese law will govern CCH's material operating agreements, some of which may be with Chinese
governmental agencies. There is no assurance that CCH will be able to enforce those material
agreements or that remedies will be available outside China. The Chinese judiciary is relatively
inexperienced in enforcing corporate and commercial law, leading to a substantial degree of
uncertainty as to the outcome of litigation. The inability to enforce or obtain a remedy under our
future agreements may have a material adverse impact on our operations.
Our business will be adversely affected, if Chinese regulatory authorities view CCH's and the
Satellite Operating Entities' corporate activities not complying with applicable Chinese laws and
regulations, including restrictions on foreign investments, change applicable laws and regulations,
or impose additional requirements and conditions with which they are unable to comply.
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The Chinese government restricts foreign investment in businesses engaged in
telecommunications and education services, Internet access, education content and distribution of
news and information, but permits foreign investment in businesses providing technical services in
these areas. CCL and CCLX are licensed to provide value-added satellite broadband services,
Internet services and Internet content in China. We have not sought confirmation from Chinese
regulatory governmental authorities whether our structure and business arrangement with the
Satellite Operating Entities comply with applicable Chinese laws and regulations, including
regulation of value-added telecommunication business in China.
Chinese legal advisers have opined that CCH's performance under the technical services
agreement with CCLX complies with applicable Chinese laws and regulations, and CCH complies with
PRC laws and regulations to the extent that its services are technical services. However, they do
not rule out the possibility that the PRC regulatory authorities will view CCH as not being in
compliance with applicable PRC laws and regulations, including but not limited to restrictions on
foreign investments in the value-added telecommunication business. If:
•
Chinese authorities deem CCH's corporate activities as violating applicable Chinese laws
and regulations (including restrictions on foreign investments);
•
Chinese regulatory authorities change applicable laws and regulations or impose
additional requirements and conditions with which CCH is unable to comply; or
•
CCH is found to violate any existing or future Chinese laws or regulations;
the relevant Chinese authorities would have broad discretion to deal with such a violation by
levying fines, revoking business license(s), requiring us to restructure CCH's ownership or
operations, and requiring CCH's and/or CCLX to discontinue some or all of their businesses. Any of
these actions will adversely affect our business.
We may be unable to enforce CCH's agreements with the Satellite Operating Entities.
Chinese law currently prohibits foreign investors from owning greater than 50% equity
interests in companies engaged in telecommunication value-added businesses in the PRC. Although we
have been advised by counsel that the pledge agreements between CCH and the Satellite Operating
Entities are valid under PRC law, unless the equity interest restriction is amended or repealed,
and subject to the approval of the relevant government authorities, CCH will only be entitled to
enforce its right to take possession and ownership of up to a 50% interest in the Satellite
Operating Entities.
Our success depends on stable political, economic and social environments, which are subject to
disruption in the PRC.
Economic conditions in China are subject to uncertainties that may arise from changes in
government policies and social conditions. Since 1978, the Chinese government has promulgated
various reforms of its economic systems, resulting in economic growth over the last two decades.
However, many of the reforms are unprecedented or experimental and expected to be refined and
modified from time to time. Other political, economic and social factors may also lead to changes,
which may have a material impact on our operations and our financial performance. For instance,
less governmental emphasis on education and distance learning services or on retraining out-of-work
persons in the Chinese work force would harm our business, prospects, results and financial
condition.
Because our executive officers and directors reside outside of the U.S., it may be difficult for
you to enforce your rights against them or enforce U.S. court judgments against them in the PRC.
Our executive officers and directors reside outside of the U.S. and substantially all of our
assets are located outside of the U.S. It may therefore be difficult for you to enforce your legal
rights, to effect service of process upon our officers and directors or to enforce judgments of
U.S. courts predicated upon civil liabilities and criminal penalties of our directors and executive
officer under U.S. federal securities laws. Moreover, we have been advised that the PRC does not
have treaties providing for the reciprocal recognition and enforcement of judgments of courts with
the U.S. Further, it is unclear if extradition treaties now in effect between the U.S. and the PRC
would permit effective enforcement of criminal penalties of the U.S. federal securities laws.
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Weakened political relations between the U.S. and China could make us less attractive.
The relationship between the United States and China is subject to sudden fluctuation and
periodic tension. Changes in political conditions in China and changes in the state of Sino-U.S.
relations are difficult to predict and could adversely affect our operations, and its future
business plans and profitability.
Our operations may not develop in the same way or at the same rate as might be expected if the PRC
economy were similar to the market-oriented economies of OECD member countries.
The economy of the PRC has historically been a nationalistic, "planned economy," meaning it
functions and produces according to governmental plans and pre-set targets or quotas. In certain
aspects, the PRC's economy has been transitioning to a more market-oriented economy. However, there
can be no assurance of the future direction of these economic reforms or the effects these measures
may have. The PRC economy also differs from the economies of most countries belonging to the
Organization for Economic Cooperation and Development, an international group of member countries
sharing a commitment to democratic government and market economy. For instance:
•
the number and importance of state-owned enterprises in the PRC is greater than in most
OECD countries;
•
the level of capital reinvestment is lower in the PRC than in most OECD countries; and
•
Chinese policies make it more difficult for foreign firms to obtain local currency in
China than in OECD jurisdictions.
As a result of these differences, our operations may not develop in the same way or at the
same rate as might be expected if the PRC economy were similar to those of OECD member countries.
The economy of China has been experiencing unprecedented growth, which could be curtailed if the
government tries to control inflation by traditional means of monetary policy or its return to
planned-economy policies, any of which would have an adverse effect on the combined company.
The rapid growth of the Chinese economy has led to higher levels of inflation. Government
attempts to control inflation may adversely affect the business climate and growth of private
enterprise, and the demand for higher education and e-learning, in China. In addition, our
profitability may be adversely affected if prices for our products and services rise at a rate that
is insufficient to compensate for the rise in its costs and expenses.
Fluctuations in the value of the Renminbi relative to foreign currencies could affect our operating
results.
We prepare our financial statements in Renminbi. The translation of RMB amounts into U.S.
dollars is included for the convenience of readers, but payroll and other costs of non-U.S.
operations will be payable in foreign currencies, primarily Renminbi. To the extent future revenue
is denominated in non-U.S. currencies, we would be subject to increased risks relating to foreign
currency exchange rate fluctuations that could have a material adverse affect on our business,
prospects, financial condition and results of operations. The value of Renminbi against the U.S.
dollar and other currencies may fluctuate and is affected by, among other things, changes in
China's political and economic conditions. As our operations will be primarily in China, any
significant revaluation of the Renminbi may materially and adversely affect our cash flows,
revenues and financial condition. For example, to the extent that we need to convert U.S. dollars
into Chinese Renminbi for our operations, appreciation of this currency against the U.S. dollar
could have a material adverse effect on our business, prospects, financial condition and results of
operations. Conversely, if we decide to convert our Renminbi into U.S. dollars for other business
purposes and the U.S. dollar appreciates against this currency, the U.S. dollar equivalent of the
Renminbi we convert would be reduced. The Chinese government recently announced that it is pegging
the exchange rate of the Renminbi against a number of currencies, rather than just the U.S. dollar.
Fluctuations in the Renminbi exchange rate could adversely affect our ability to operate our
business.
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DETERMINATION OF OFFERING PRICE
The selling stockholders may sell the common shares issued to them from time-to-time at prices
and at terms then prevailing or at prices related to the then current market price, or in
negotiated transactions.
USE OF PROCEEDS
The selling stockholders are offering up to 2,500,000 shares of our common stock under this
prospectus. We will not receive any proceeds from the sale of the common stock by the selling
stockholders. We will not receive any proceeds from the issuance of our Common Stock to the
selling stockholders other than the exercise price of any options that are exercised by the selling
stockholders, the proceeds of which we expect to use for working capital purposes.
SELLING STOCKHOLDERS
Discussed below are the total number of shares of our common stock and the total number of shares
of common stock assuming the exercise of all options owned by the selling stockholders and
registered hereunder. Except as indicated, the selling stockholders are offering all of the shares
of common stock owned by them or received by them upon the exercise of the options.
Because the selling stockholders may offer all or part of the shares of common stock currently
owned or the shares of common stock received upon exercise of the options, which they own pursuant
to the offering contemplated by this reoffer prospectus, and because its offering is not being
underwritten on a firm commitment basis, no estimate can be given as to the amount of options that
will be held upon termination of this offering. The shares of common stock currently owned and the
shares of common stock received upon exercise of the options or warrants offered by this reoffer
prospectus may be offered from time to time by the selling stockholders named below.
Up to 2,500,000 shares of common stock issued pursuant to stock awards or the exercise of stock
options by officers, directors, employees or consultants who are eligible to participate in the
ChinaCast Education Corporation. 2007 Equity Plan may be sold pursuant to this reoffer prospecuts.
Eligibility to participate in the 2007 Equity Plan is available to our officers, directors,
employees and consultants, as well as the officers, directors, employees and consultants of any of
our subsidiaries including their subsidiaries, as determined solely by the compensation committee
of the board of directors.
Of the 2,500,000 shares or options eligible for grant pursuant to the 2007 Equity Plan, no shares
of common stock have been awarded as of the date of this prospectus. Information relating to
individual selling stockholders for stock awards and options granted following the effective date
of this prospectus will be included supplementally.
Since our company does not currently meet the registrant requirements for use of Form S-3, the
amount of common shares which may be resold by means of this reoffer prospectus by each of the
selling stockholders, and any other person with whom he or she is acting in concert for the purpose
of selling securities of our company, must not exceed, in any three month period, the amount
specified in Rule 144(e) promulgated under the Securities Act.
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PLAN OF DISTRIBUTION
The selling stockholders and any of their pledgees, donees, transferees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of common stock on
any stock exchange, market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use
any one or more of the following methods when selling shares:
(i)
ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;
(ii)
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
(iii)
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
(iv)
an exchange distribution in accordance with the rules of the applicable exchange;
(v)
privately negotiated transactions;
(vi)
short sales;
(vii)
broker-dealers may agree with the selling stockholders to sell
a specified number of such shares at a stipulated price per share;
(viii)
a combination of any such methods of sale; and
(ix)
any other method permitted pursuant to applicable law.
The selling stockholders may also sell shares under Rule 144 under the Securities Act, if
available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions involved.
The selling stockholders may from time to time pledge or grant a security interest in some or
all of the shares owned by them and, if they default in the performance of their secured
obligations, the pledgees or secured parties may offer and sell shares of common stock from time to
time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933, as amended, amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus.
The selling stockholders also may transfer the shares of common stock in other circumstances,
in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.
The selling stockholders and any broker-dealers or agents that are involved in selling the
shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. Discounts, concessions, commissions and similar selling
expenses, if any, that can be attributed to the sale of securities
will be paid by the selling stockholder and/or the purchasers. At the time a particular offer of
shares is made by the selling
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stockholders, to the extent required, a prospectus will be
distributed. Each selling stockholder has represented and warranted to the Company that it
acquired the securities subject to this registration statement in the ordinary course of such
selling stockholder's business and, at the time of its purchase of such securities such selling
stockholder had no agreements or understandings, directly or indirectly, with any person to
distribute any such securities.
LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS
Under Delaware law, we may indemnify our directors or officers or other persons who were, are
or are threatened to be made a party to an action, suit or proceeding because the person is or was
our director, officer, employee or agent, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by them in connection with
the action, suit or proceeding if the person:
(i)
acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and
(ii)
with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful.
Our bylaws include indemnification provisions under which we have agreed to indemnify our
directors and officers from and against certain claims arising from or related to future acts or
omissions as our directors or officers, except in relation to matters as to which any such director
or officer was personally involved in the situation giving rise to the injury or unless such
officer or director committed a criminal offense.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers, and controlling persons pursuant to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or paid by a director,
officer or controlling person of ours in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
EXPERTS
The consolidated financial statements incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-KSB and Amendment 2 to Registration Statement on Form SB-2 have
been audited by Deloitte Touche Tohmatsu CPA Ltd., an independent registered public accounting
firm, as stated in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the shares of our common stock
offered hereby by us and to be offered hereby have been passed upon for us by Loeb & Loeb LLP, New
York, New York.
INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement on Form S-8. The prospectus is prepared
in accordance with the requirements of Part I of Form S-3 and General Instruction C of the
instructions to Form S-8. The SEC
allows this filing to "incorporate by reference" information that the Company previously has
filed with the SEC.
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This means the Company can disclose important information to you by referring
you to other documents that it has filed with the SEC. The information that is incorporated by
reference is considered part of this prospectus, and information that the Company files later will
automatically update and may supersede this information. For further information about the Company
and the securities being offered, you should refer to the registration statement and the following
documents that are incorporated by reference:
(a)
The Company's latest prospectus filed with the SEC on June 25, 2007, pursuant
to Rule 424(b) under the Securities Act, relating to the registration statement on Form
SB-2 (File No. 333-140638), which includes the Company's audited financial statements
for the year ended December 31, 2006.
(b)
The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 filed with the SEC on April 17, 2007;
(c)
The Company's Quarterly Report on Form 10-QSB for the quarterly period ended
March 31, 2007, filed with the SEC on May 14, 2007;
(d)
The Company's Current Report on Form 8-K, dated February 2, 2007, filed with
the SEC on February 8, 2007;
(e)
The Company's Current Report on Form 8-K, dated February 28, 2007, filed with
the SEC on March 6, 2007, as amended by our Current Report on Form 8-K/A dated Febary
28, 2007, filed with the SEC March 14, 2007;
(f)
The Company's Current Report on Form 8-K, dated April 2, 2007, filed with the
SEC on April 2, 2007;
(g)
The Company's Current Report on Form 8-K dated April 17, 2007, filed with the
SEC on April 18, 2007;
(h)
The Company's Current Report on Form 8-K dated April 30, 2007, filed with the
SEC on April 30, 2007;
(i)
The Company's Current Report on Form 8-K dated May 21, 2007, filed with the
SEC on May 22, 2007;
(j)
The description of the Company's common stock contained in the Registration
Statement on Form 8-A, SEC File No. 333-110906, filed January 13, 2004, together with
any amendments or reports filed for the purpose of updating such description.
All documents filed by the Company subsequent to those listed above with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering,
shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
You may request a copy of all documents that are incorporated by reference in this prospectus
by writing or telephoning us at the following address and number: ChinaCast Education Corporation,
Attention: Secretary, 25 Fl., Qiang Sheng Mansion, No. 145 Pu Jian Road, Puddorg District Shanhai,
211217, DRC, tel. (8621) 6864 4666. We will provide copies of all documents requested (not
including exhibits to those documents, unless the exhibits are specifically incorporated by
reference into those documents or this prospectus) without charge.
WHERE YOU CAN FIND MORE INFORMATION
ChinaCast Education Corporation is subject to the informational requirements of the
Securities Act of 1934 and, accordingly, files registration statements and other information with
the SEC. You may obtain these documents electronically through the SEC's website at
http://www.sec.gov. You may also obtain copies of this information by mail from the Public
Reference Room at: U.S. Securities and Exchange Commission at 100 F. Street, NE, Washington, D.C.
20549-0102. Fax: (202) 777-1027. ChinaCast Education Corporation's filings with the SEC are
also available from commercial document retrieval services. Information contained on our web
site should not be
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considered part of this prospectus. You may also request a copy of our filings
at no cost, by writing or telephoning us at ChinaCast Education Corporation, 25 Fl., Qiang Sheng
Mansion, No. 145 Pu Jian Road, Puddorg District Shanhai, 211217, PRC, tel. (8621) 6864 4666.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by ChinaCast Education Corporation (the "Company") with the
Securities and Exchange Commission (the "Commision") are incorporated by reference in this
Registration Statement.
(a)
The Company's latest prospectus filed with the SEC on June 25, 2007, pursuant to
Rule 424(b) under the Securities Act, relating to the registration statement on Form
SB-2 (File No. 333-140638), which includes the Company's audited financial statements
for the year ended December 31, 2006.
(b)
The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 filed with the SEC on April 17, 2007;
(c)
The Company's Quarterly Report on Form 10-QSB for the quarterly period ended
March 31, 2007, filed with the SEC on May 14, 2007;
(d)
The Company's Current Report on Form 8-K, dated February 2, 2007, filed with
the SEC on February 8, 2007;
(e)
The Company's Current Report on Form 8-K, dated February 28, 2007, filed with
the SEC on March 6, 2007, as amended by our Current Report on Form 8-K/A dated Febary
28, 2007, filed with the SEC March 14, 2007;
(f)
The Company's Current Report on Form 8-K, dated April 2, 2007, filed with the
SEC on April 2, 2007;
(g)
The Company's Current Report on Form 8-K dated April 17, 2007, filed with the
SEC on April 18, 2007;
(h)
The Company's Current Report on Form 8-K dated April 30, 2007, filed with the
SEC on April 30, 2007;
(i)
The Company's Current Report on Form 8-K dated May 21, 2007, filed with the
SEC on May 22, 2007;
(j)
The description of the Company's common stock contained in the Registration
Statement on Form 8-A, SEC File No. 333-110906, filed January 13, 2004, together with
any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by reference herein or
therein shall be deemed to be modified or superseded for purposes of this Registration Statement
and the prospectus which is a part hereof (the "Prospectus") to the extent that a statement
contained herein or therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.
You may request a copy of these filings, excluding the exhibits to such filings which we have
not specifically incorporated by reference in such filings, at no cost, by writing or telephoning
us at the following address:
Antonio Sena
Chief Financial Officer and Secretary
25 Fl., Qiang Sheng Mansion No.145
Pu Jian Road, Pudong District,
Shanghai, 211217, PRC
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Item 4. Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Delaware law, we may indemnify our directors or officers or other persons who were, are
or are threatened to be made a party to an action, suit or proceeding because the person is or was
our director, officer, employee or agent, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by them in connection with
the action, suit or proceeding if the person:
(i)
acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and
(ii)
with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful.
Our bylaws include indemnification provisions under which we have agreed to indemnify our
directors and officers from and against certain claims arising from or related to future acts or
omissions as our directors or officers, except in relation to matters as to which any such director
or officer was personally involved in the situation giving rise to the injury or unless such
officer or director committed a criminal offense.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers, and controlling persons pursuant to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or paid by a director,
officer or controlling person of ours in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
Item 7. Exemption From Registration Claimed.
Not applicable.
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Item 8. Exhibits
Exhibit
Number
Description
4.1
ChinaCast Education Corporation 2007 Omnibus Securities and Incentive Plan.
5.1
Opinion of Loeb & Loeb LLP
23.1
Consent of Deloitte Touche Tohmatsu CPA Ltd.
23.2
Consent of Loeb & Loeb LLP (included in exhibit 5.1).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar amount of
securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the form
of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration Fee"
table in this effective Registration Statement;
(iii) to include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however,
that the foregoing paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial
bona fide
offering thereof; and
(3) To remove from the registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any
purchaser:
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(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of this Registration Statement as of the date the filed prospectus was
deemed part of and included in the Registration Statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a Registration Statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be
part of and included in the Registration Statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the Registration
Statement relating to the securities in the Registration Statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof,
provided, however
, that no statement made in
a Registration Statement or incorporated by reference into the Registration Statement or
prospectus that is part of the Registration Statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the Registration Statement or prospectus that was part of the
Registration Statement or made in any such document immediately prior to such effective
date.
(5) That, for the purpose of determining liability of the Registrant under the Securities
Act to any purchaser in the initial distribution of the securities:
(i) The undersigned Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this Registration Statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(ii) Any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;
(iii) Any free writing prospectus relating to the offering prepared by or on behalf
of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iv) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its securities
provided by or on behalf of the undersigned Registrant; and
(v) Any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c) Insofar as indemnification for liability arising under the Securities Act may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or
proceeding) is
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asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it or against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, on July 10, 2007.
CHINACAST EDUCATION CORPORATION
By:
/s/ Ron Chan Tze Ngon
Name:
Ron Chan Tze Ngon
Title:
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons and in the capacities and on the dates
indicated.
Date: July 10, 2007
/s/ Ron
Chan Tze Ngon
Ron
Chan Tze Ngon
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: July 10, 2007
/s/ Antonio
Sena
Antonio
Sena
Chief Financial Officer and Secretary
(Principal Accounting Officer)
Date: July 10, 2007
/s/ Yin
Jianping
Yin
Jianping
Vice Chairman
Date: July 10, 2007
/s/ Daniel
Tseung
/s/ Daniel
Tseung
Director
Date: July 10, 2007
/s/ Justin
Tang
Justin
Tang
Director
Date: July 10, 2007
/s/ Richard
Xue
Richard
Xue
Director
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EXHIBIT INDEX
Exhibit
Number
Description
4.1
ChinaCast Education Corporation 2007 Omnibus Securities and Incentive Plan.
5.1
Opinion of Loeb & Loeb LLP
23.1
Consent of Deloitte Touche Tohmatsu CPA Ltd.
23.2
Consent of Loeb & Loeb LLP (included in exhibit 5.1).
22