Item 3.02 Unregistered Sales of Equity Securities.

As previously reported in the Company's Form 8-K dated September 17, 2009, ChinaCast Education Corporation (the "Company") closed a $19.9 million direct investment by the former minority shareholders of The Foreign Trade and Business College of Chongqing Normal University in the Company, pursuant to which such shareholders purchased approximately 2.6 million restricted shares of common stock of the Company. The Company and the investors executed a Share Purchase Agreement dated as of September 18, 2009 with respect to this investment. A copy of the Share Purchase Agreement is filed herewith as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1 Share Purchase Agreement dated as of September 18, 2009 by and among Chinacast Education Corporation and the investors named therein.

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