ChinaEdu Corporation Announces Receipt of "Going Private" Proposal

      ChinaEdu Corporation Announces Receipt of "Going Private" Proposal

PR Newswire

BEIJING, June 20, 2013

BEIJING, June 20, 2013 /PRNewswire/ -- ChinaEdu Corporation ("CEDU")
("ChinaEdu" or the "Company"), a leading online educational services provider
in China, today announced that its board of directors has received a
preliminary, non-binding proposal letter dated June 20, 2013 from Julia Huang,
executive chairman of the board of directors and Shawn Ding, CEO of the
Company (collectively, the "Buyer Parties"), to acquire all of the outstanding
ordinary shares of the Company not currently owned by the Buyer Parties and
certain other shareholders of the Company who may join the Buyer Parties,
including ordinary shares represented by the Company's American depositary
shares, or "ADSs" (each representing three ordinary shares of the Company), at
a proposed price of $2.33 in cash per ordinary share, or $7.00 in cash per
ADS, subject to certain conditions.

According to the proposal letter, the acquisition is intended to be financed
by debt and/or equity capital and the Buyer Parties have been in discussions
with one or more financial institutions which have expressed interest in
financing the proposed acquisition. Furthermore, the proposal letter specifies
that the Buyer Parties' proposal constitutes only a preliminary indication of
its interest, and is subject to negotiation and execution of definitive
agreements relating to the proposed transaction.A copy of the proposal letter
is attached hereto as Exhibit A.

The Company's board of directors intends to form a special committee of
disinterested directors to consider the proposal and cautions the Company's
shareholders and others considering trading in its securities that the board
of directors has just received the proposal and has not made any decisions
with respect to the Company's response to the proposal. There can be no
assurance that any definitive offer will be made by the Buyer Parties or any
other person, that any definitive agreement will be executed relating to the
proposed transaction, or that this or any other transaction will be approved
or consummated.

About ChinaEdu

ChinaEdu Corporation is an educational services provider in China,
incorporated as an exempted limited liability company in the Cayman Islands.
Established in 1999, the Company's primary business is to provide
comprehensive services to the online degree programs of leading Chinese
universities. These services include academic program development, technology
services, enrollment marketing, student support services and finance
operations. The Company's other lines of businesses include the operation of
private primary and secondary schools, online interactive tutoring services
and providing marketing, support for international and elite curriculum
programs and online learning community for adult students.

The Company believes it is the largest service provider to online degree
programs in China in terms of the number of higher education institutions that
are served and the number of student enrollments supported. The Company
currently has entered into collaborative alliances with 13 universities,
ranging from 15 to 50 years in length. The Company has also entered into
technology agreements with 8 universities. Besides, ChinaEdu performs
recruiting services for 23 universities through a nationwide learning center
network.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, including certain plans,
expectations, goals, and projections, which are subject to numerous
assumptions, risks, and uncertainties. Forward-looking statements involve
known and unknown risks, uncertainties and contingencies, many of which are
beyond our control which may cause actual results, levels of activity,
performance or achievements to differ materially from any future results,
levels of activity, performance or achievements expressed or implied by such
forward-looking statements. The Company's actual results could differ
materially from those contained in the forward-looking statements due to a
number of factors, including those described under the heading "Risk Factors"
in the Company's Annual Report on Form20-F for the year ended December31,
2012, and in documents subsequently filed by the Company from time to time
with the Securities and Exchange Commission. Unless required by law, the
Company undertakes no obligation to (and expressly disclaim any such
obligation to) update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

For investor and media inquiries, please contact:

Helen Plummer
Senior Investor Relations Coordinator
ChinaEdu Corporation
Phone: +1 908-442-9395
E-mail: helen@chinaedu.net

Simon Mei
Chief Financial Officer
ChinaEdu Corporation
Phone: +86 10 8418-7301
E-mail: simon@chinaedu.net

Exhibit A

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

Dear Sirs:

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

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

1.Consortium. The Buyer Parties intend to work with each other exclusively
    in pursuing the Acquisition during the course of the transaction. Please
    also note that the Buyer Parties are currently only interested in pursuing
    the Acquisition and have no interest in selling their ordinary shares in
    any other transaction involving the Company.
2.Purchase Price. The Buyer Parties are prepared to pay for the Shares and
    ADSs to be acquired in the Acquisition at a price of US$2.33 per Share and
    US$7.00 per ADS, as the case may be, in cash.
3.Funding.It is intended that the Acquisition will be funded by debt and/or
    equity capital. We expect definitive commitments for the required debt
    financing and/or equity funding, subject to terms and conditions set forth
    therein, to be in place when the Definitive Agreements (as defined below)
    are signed.
4.Due Diligence. We will be in a position to commence our due diligence for
    the Acquisition immediately upon receiving access to the relevant
    materials. We believe that we will be in a position to complete customary
    legal, financial and accounting due diligence for the Acquisition in a
    timely manner and in parallel with discussions on the Definitive
    Agreements.
5.Definitive Agreements. We are prepared to promptly negotiate and finalize
    definitive agreements (the "Definitive Agreements") providing for the
    Acquisition and related transactions. These Definitive Agreements will
    include representations, warranties, covenants and conditions which are
    typical, customary and appropriate for transactions of this type.
6.Process. We recognize that the Company's Board of Directors (the "Board")
    will evaluate the Acquisition independently before it can make its
    determination to endorse it. Given the involvement of Mr. Ding and Ms.
    Huang in the Acquisition, we appreciate that the independent members of
    the Board will proceed to consider the proposed Acquisition and that Mr.
    Ding and Ms. Huang will recuse themselves from participating in any Board
    deliberations and decisions related to the Acquisition.
7.Advisors. The Buyer Parties have retained Loeb & Loeb LLP as U.S. legal
    counsel in connection with the Acquisition.
8.Confidentiality. We are sure you will agree with us that it is in all of
    our interests to ensure that we proceed in a confidential manner, unless
    otherwise required by law or mutually agreed to by the parties, until we
    have executed the Definitive Agreements or terminated our discussions.
9.No Binding Commitment. This letter constitutes only a preliminary
    indication of our interest, and does not constitute any binding commitment
    with respect to the Acquisition. A binding commitment will result only
    from the execution of Definitive Agreements, and then will be on terms and
    conditions provided in such documentation.

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

/s/ Shawn Ding
Shawn Ding
/s/ Julia Huang
Julia Huang

SOURCE ChinaEdu Corporation

Website: http://ir.chinaedu.net/index.html
 
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