Chinacast Education 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.2

UNAUDITED PRO FORMA FINANCIAL INFORMATION

On October 5, 2009, ChinaCast Communication Holdings Limited (the “Purchaser”), a subsidiary of Company, completed the acquisition (the “Acquisition”) of East Achieve Limited (“East Achieve”), the holding company which owns 100% of Lijiang College, from Xie Jiqing who holds 100% of the equity interest in East Achieve for a total purchase price of RMB365,000,000 (or approximately $53.7 million). RMB295,000,000 (or approximately $43.4 million) of the purchase price has been paid and the remaining RMB70,000,000 (or approximately $10.3 million) will be paid within 30 days of August 31, 2010. The source of the cash used for the acquisition is from working capital of the Company.

East Achieve owns 100% of the equity interest in Shanghai Xijiu Information Technology Co., Ltd. (“Xijiu”), which in turn owns 100% of the equity interest in China Lianhe Biotechnology Co., Ltd. (“Lianhe”). As a result of the consummation of the acquisition, the Purchaser now holds 100% of the equity interest in Lianhe. Lijiang College is jointly sponsored by Lianhe and Guangxi Normal University. Lijiang College was founded in 2001 as an independent, accredited college affiliated with Guangxi Normal University, which is located in the city of Guilin in Southwestern China. The university has 415 full-time and part-time instructors and offers fully accredited bachelor degree and diploma courses in tourism, hospitality, language studies, computer engineering, economics, law, music, art and physical education. After the Acquisition, East Achieve, Xijiu and Lianhe are holding companies with no other business. Before the Acquisition, as part of a reorganization (the “Reorganization”), Xijiu and Lianhe has disposed of all assets and liabilities not related to the operations of Lijiang College and Xijiu purchased the entire interest in Lianhe, which was accounted for using the purchase method of accounting.

The following unaudited pro forma combined condensed financial statements reflect the acquisition using the purchase method of accounting. The pro forma adjustments are based upon available information and assumptions that the Company believes are reasonable. The pro forma adjustments are preliminary and have been prepared to illustrate the estimated effect of the acquisition. Consequently, the amounts reflected in the unaudited pro forma combined condensed financial statements are subject to change, and the final amounts may differ substantially.

The unaudited pro forma combined condensed balance sheet as of September 30, 2009 gives effect to the Acquisition as if it was completed on that date, and was derived from the historical unaudited balance sheet of East Achieve as of September 30, 2008, combined with ChinaCast’ historical unaudited balance sheet as of September 30, 2009.

The unaudited pro forma combined condensed statement of operations for the year ended December 31, 2008 illustrates the effect of the acquisition of East Achieve as if the Acquisition and the Reorganization had occurred on January 1, 2008, and was derived from the historical audited statement of operations for East Achieve for the year ended December 31, 2008, combined with ChinaCast’s historical audited statement of operations for the year ended December 31, 2008.

The unaudited pro forma combined condensed statement of operations for the nine months ended September 30, 2009 illustrates the effect of the acquisition of East Achieve as if the Acquisition and the Reorganization had occurred on January 1, 2009 and combines the historical unaudited statement of operations of ChinaCast for the nine months ended September 30, 2009 and the historical unaudited statement of operations of East achieve through the date of acquisition.

The pro forma combined condensed financial statements should be read in conjunction with the historical audited financial statements and notes thereto of ChinaCast contained in its 2008 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 16, 2009, the historical unaudited financial statements and notes thereto of ChinaCast contained in its September 30, 2009 Quartely Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2009 and the historical audited financial statements and notes thereto of East Achieve which are included as Exhibit 99.1 to this Current Report on Form 8-K. The unaudited pro forma combined condensed financial statements do not include any pro forma adjustments relating to costs of integration that the combined company may incur as such adjustments.

The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the acquisition had occurred as of the date or during the period presented nor is it necessarily indicative of future operating results or financial position.

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
September 30, 2009

	Historical			Historical			Pro Forma						Pro Forma
	ChinaCast			East Achieve			Adjustments			Notes			Combined
	RMB			RMB			RMB						RMB
	(In thousands, except share-related data)
Assets
Cash and cash equivalents		398,312			72,726			(265,000	)		(a	)		206,038
Term deposits		280,000			—			—						280,000
Accounts receivable, net		55,670			23,873			—						79,543
Inventory		1,705			—			—						1,705
Prepaid expenses and other current assets		6,468			6,577			—						13,045
Amount due from related parties		2,088			—			—						2,088
Total current assets		744,243			103,176			(265,000	)					582,419
Non-current assets:
Non-current deposits		3,818			—			—						3,818
Property and equipment, net		261,940			254,854			—						516,794
Land use rights, net		119,810			16,747			—						136,557
Acquired intangible assets, net		19,497			34,305			—			(c	)		53,802
Deposit for investments		103,000			—			(100,000	)		(a	)		3,000
Long term investments		3,854			—			—						3,854
Non-current advances to a related party		97,606			—			—						97,606
Goodwill		311,332			117,318			129,550			(b	)		558,200
Total assets		1,665,100			526,400			(235,450	)					1,956,050
Liabilities, minority interest and shareholders’ equity
Current liabilities:
Account payable		18,054			7,295			—						25,349
Deferred revenue		90,751			106,899			—						197,650
Accrued expenses and other current liabilities		107,492			80,718			—						188,210
Amount due to a related party		528			—			—						528
Income tax payable		64,009			6,038			—						70,047
Current portion of bank borrowings		94,400			—			—						94,400
Current portion of capital lease obligation		1,289			—			—						1,289
Other borrowings		580			—			—						580
Total current liabilities		377,103			200,950			—						578,053
Long-term bank borrowings		54,000			90,000			—						144,000
Capital lease obligation, net of current portion		1,313			—			—						1,313
Deferred tax liabilities		19,214			—			—						19,214
Unrecognized tax benefits		50,403			—			—						50,403
Total non-current liabilities		124,930			90,000			—						214,930
Total liabilities		502,033			290,950			—						792,983
Shareholders’ equity:
Ordinary shares		29			—			—						29
Additional paid-in capital		989,945			236,412			(236,412	)		(d	)		989,945
Statutory reserve		28,117			—			—						28,117
Accumulated other comprehensive loss		(6,159	)		—			—						(6,159	)
Retained earnings (Accumulated deficit)		128,361			(962	)		962			(d	)		128,361
Total Company shareholders’ equity		1,140,293			235,450			(235,450	)					1,140,293
Noncontrolling interest		22,774			—			—						22,774
Total shareholders’ equity		1,163,067			—			—						1,163,067
Total liabilities, minority interest and shareholders’ equity		1,665,100			526,400			(235,450	)					1,956,050

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

	Historical			Historical			Pro Forma						Pro Forma
	ChinaCast			East Achieve			Adjustments			Notes			Combined
	RMB			RMB			RMB						RMB
	(In thousands, except share-related data)
Revenues:
Service		229,886			6,970			72,721			(e	)		309,577
Equipment		6,065			—			—						6,065
		235,951			6,970			72,721						315,642
Cost of revenues:
Service		(85,188	)		(5,972	)		(62,142	)		(e	) (f)		(153,302	)
Equipment		(6,001	)		—			—						(6,001	)
		(91,189	)		(5,972	)		(62,142	)					(159,303	)
Gross profit		144,762			998			10,579						156,339
Operating (expenses) income:
Selling and marketing expenses		(3,640	)		—			—						(3,640	)
General and administrative expenses		(44,472	)		(74	)		(70	)		(e	)		(44,616	)
Foreign exchange loss		65			—			—						65
Management service fee		3,806			—			—						3,806
Other operating income(loss)		387			—			—						387
Total operating expenses, net		(43,854	)		(74	)		(70	)					(43,998	)
Income from operations		100,908			924			10,509						112,341
Interest income		6,923			27			(3,945	)		(e	) (g)		3,005
Interest expense		(5,591	)		(447	)		(5,392	)					(11,430	)
Income before provision for income taxes and loss in equity investments		102,240			504			1,172						103,916
Provision for income taxes		(21,090	)		(215	)		(2,357	)		(e	)		(23,662	)
Income before loss in equity investments		81,150			289			(1,185	)					80,254
(Loss)gain in equity investments		(1,370	)		—			—						(1,370	)
Net income		79,780			289			(1,185	)					78,884
Less: Net income attributable to noncontrolling interest		(6,945	)		—			—						(6,945	)
Net income (loss) attributable to the Company		72,835			289			(1,185	)					71,939
Net income per share
Basic		2.03												2.01
Diluted		2.03												2.00
Weighted average shares used in computation:
Basic		35,813,325												35,813,325
Diluted		35,945,264												35,945,264

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2008

	Historical			Historical			Pro Forma						Pro Forma
	ChinaCast			East Achieve			Adjustments			Notes			Combined
	RMB			RMB			RMB						RMB
	(In thousands, except share-related data)
Revenues:
Service		257,126			—			90,720			(e	)		347,846
Equipment		28,912			—			—						28,912
		286,038			—			90,720						376,758
Cost of revenues:
Service		(118,860	)		—			(85,397	)		(e	)(g)		(204,257	)
Equipment		(29,122	)		—			—						(29,122	)
		(147,982	)		—			(85,397	)					(233,379	)
Gross profit		138,056			—			5,323						143,379
Operating (expenses) income:
Selling and marketing expenses		(7,096	)		—			—						(7,096	)
General and administrative expenses		(69,679	)		(269	)		(69	)		(e	)		(70,017	)
Foreign exchange loss		(1,162	)		(5	)		—						(1,167	)
Management service fee		6,463			—			—						6,463
Other operating income		37			—			24			(e	)		61
Total operating expenses, net		(71,437	)		(274	)		(45	)					(71,756	)
Income from operations		66,619			(274	)		5,278						71,623
Impairment loss on cost method investment		(8,500	)		—			—						(8,500	)
Interest income		19,462			1			(10,400	)		(e	)(f)		9,063
Interest expense		(2,575	)		(566	)		(8,906	)		(e	)		(12,047	)
Income before provision for income taxes and loss in equity investments		75,006			(839	)		(14,028	)					60,139
Provision for income taxes		(24,381	)		—			(1,615	)		(e	)		(25,996	)
Net income before loss in equity investments		50,625			(839	)		(15,643	)					34,143
Loss in equity investments		(441	)		—			—						(441	)
Net income (loss)		50,184			(839	)		(15,643	)					33,702
Less: Net income attributable to noncontrolling interest		(7,517	)		—			—						(7,517	)
Net income (loss) attributable to the Company		42,667			(839	)		(15,643	)					26,185
Net income per share
Basic		1.40												0.86
Diluted		1.39												0.85
Weighted average shares used in computation:
Basic		30,442,992												30,442,992
Diluted		30,691,742												30,691,742

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
STATEMENTS OF OPERATIONS

     The unaudited pro forma combined condensed statements of operations for the year ended December 31, 2008 and the nine months ended September 30, 2009 were prepared by combining the Company’s historical statements of operations for the year ended December 31, 2008 and the nine months ended September 30, 2009 with East Achieve’s historical results for the year ended December 31, 2008 and the period from January 1, 2009 to September 30, 2009, respectively, giving effect to the acquisition as though it was completed on January 1, 2008 and January 1, 2009 respectively. Certain historical information of East Achieve has been reclassified to conform to the presentation of the Company’s historical statements.

1. Acquisition

     On October 5, 2009, ChinaCast Communication Holdings Limited (the “Purchaser”), a subsidiary of Company, completed the acquisition (the “Acquisition”) of East Achieve Limited (“East Achieve”), the holding company which owns 100% of Lijiang College, from Xie Jiqing who holds 100% of the equity interest in East Achieve for a total purchase price of RMB365,000,000 (or approximately $53.7 million). RMB295,000,000 (or approximately $43.4 million) of the purchase price has been paid and the remaining RMB70,000,000 (or approximately $10.3 million) will be paid within 30 days of August 31, 2010. The source of the cash used for the acquisition is from working capital of the Company.

     East Achieve owns 100% of the equity interest in Shanghai Xijiu Information Technology Co., Ltd. (“Xijiu”), which in turn owns 100% of the equity interest in China Lianhe Biotechnology Co., Ltd. (“Lianhe”). As a result of the consummation of the acquisition, the Purchaser now holds 100% of the equity interest in Lianhe. Lijiang College is jointly sponsored by Lianhe and Guangxi Normal University. Lijiang College was founded in 2001 as an independent, accredited college affiliated with Guangxi Normal University, which is located in the city of Guilin in Southwestern China. The university has 415 full-time and part-time instructors and offers fully accredited bachelor degree and diploma courses in tourism, hospitality, language studies, computer engineering, economics, law, music, art and physical education. After the Acquisition, East Achieve, Xijiu and Lianhe are holding companies with no other business. Before the Acquisition, as part of a reorganization (the “Reorganization”), Xijiu and Lianhe had disposed of all assets and liabilities not related to the operations of Lijiang College and Xijiu purchased the entire interest in Lianhe, which was accounted for using the purchase method of accounting.

     The Company has completed a preliminary allocation of the purchase price to the fair value of assets acquired and liabilities assumed at the date of acquisition included as adjustment notes 2(b). It is possible that the purchase price allocation will be adjusted upon finalization of the accounting for the acquired assets.

     The amortizable intangible includes RMB34.3 million of acquired customer relationship. Useful lives of 47 months have been assigned to the customer relationship intangible. The identifiable intangible assets and goodwill are not deductible for tax purposes.

2. Pro forma adjustments made by ChinaCast in connection with the preparation of the unaudited pro forma combined condensed balance sheet as of September 30, 2009 and the unaudited pro forma combined condensed statement of operations for the year ended December 31, 2008 and nine months ended September 30, 2009 are as follows:

(a)	To reduce cash and cash equivalent on the RMB265 million of cash and RMB100 million of deposit for investment utilized by the Company to fund the acquisition
(b)	Purchase price allocation:
	The purchase price for the acquisition amounted to RMB365 million. The estimated purchase price has been preliminarily allocated as follows based on the assets and liabilities acquired as of September 30, 2009:
	Estimated fair value of net tangible assets acquired and liabilities assumed:

	RMB
Cash		72,726
Other current assets		30,450
Fixed asset and land use rights		271,601
Deferred revenue		(106,899	)
Other current liabilities		(94,051	)
Bank loan		(90,000	)
				83,827
Intangible assets acquired (customer relationship)				34,305
Goodwill				246,868
Total purchase price				365,000

(c)	To record intangible assets obtained in the transaction based upon the preliminary allocation of the purchase price
(d)	To eliminate East Achieve’s common stock, additional paid-in-capital and retained earnings
(e)	To record the revenue and expenses of Lijiang College assuming the completion of the Reorganization at period beginning
(f)	To reduce interest income on the RMB365 million of cash utilized by the Company to fund the acquisition
(g)	To record the amortization of expense of intangible assets obtained in the transaction based upon the preliminary allocation of the purchase price