UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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ChinaEDU Corporation
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(Name of Issuer)
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Ordinary Shares in the form of American Depositary Shares
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(Title of Class of Securities)
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Michael Self
601 Union Street, Suite 4616
Seattle, WA 98101
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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November 28, 2012
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(Date of event which requires filing of this statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g) check the following box
¨
.
Note
: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
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CUSIP No.
16945L107
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SCHEDULE 13D
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P
age
2 OF 9
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1
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NAMES OF REPORTING PERSONS.
Lake Union Capital Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,910,921
1
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,910,921
1
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,910,921
1
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.41%
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14
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TYPE OF REPORTING PERSON
PN
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1
As of December 18, 2012, the Reporting Person beneficially
owns 970,307 American Depositary Shares, representing 2,910,921 underlying Ordinary Shares.
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CUSIP No.
16945L107
|
SCHEDULE 13D
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P
age
3 of
9
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1
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NAMES OF REPORTING PERSONS.
Lake Union Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,955,921
1
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,955,921
1
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,955,921
1
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.49%
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14
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TYPE OF REPORTING PERSON
IA
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1
As of December 18, 2012, the Reporting Person beneficially
owns 985,307 American Depositary Shares, representing 2,955,921 underlying Ordinary Shares.
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CUSIP No.
16945L107
|
SCHEDULE 13D
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P
age
4
of
9
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1
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NAMES OF REPORTING PERSONS.
Michael Self
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
2,955,921
1
|
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9
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SOLE DISPOSITIVE POWER
0
|
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10
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SHARED DISPOSITIVE POWER
2,955,921
1
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,955,921
1
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.49%
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14
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TYPE OF REPORTING PERSON
IN
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1
As of December 18, 2012, the Reporting Person beneficially
owns 985,307 American Depositary Shares, representing 2,955,921 underlying Ordinary Shares.
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CUSIP No.
16945L107
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SCHEDULE 13D
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P
age
5
of
9
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Item 1:
This Amendment No. 8 (the “Amendment”)
amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”)
on August 17, 2011, as amended on October 14, 2011, December 12, 2011, December 15, 2011, January 12, 2012, May 7, 2012, July 9,
2012 and August 17, 2012 (the “Schedule 13D”), by the New Vernon Aegir Master Fund Ltd., New Vernon Investment Management
LLC., New Vernon Partners LLC., Trent Stedman, Thomas Patrick (the “Aegir Parties”), Lake Union Capital Fund, LP, Lake
Union Capital TE Fund, LP, Michael Self, Lake Union Capital Management, LLC (the "Lake Union Parties"), and the
Columbia Pacific Opportunity Fund, L.P., Columbia Pacific Advisors LLC., Alexander B. Washburn, Daniel R. Baty, Stanley L. Baty,
Brandon D. Baty (the “Columbia Pacific Parties”) relating to ordinary shares in the form of American Depositary Shares
(“ADSs”) issued by ChinaEDU Corporation (the “Issuer” or the “Company”), the principal executive
office of which is located at 4th Floor-A, GeHua Building, No. 1 QinglongHutong, Dongcheng District, Beijing, 100007 People’s
Republic of China. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such
terms in the Schedule 13D.
Any items that are reported are deemed to amend and supplement
the existing items in the Schedule 13D. Capitalized terms used in this Amendment and not defined herein have the respective meanings
ascribed to such terms in the Schedule 13D, as previously amended.
Item 3. Source and Amount
of Funds or Other Consideration.
:
Lake Union Parties
The 98,700 Ordinary Shares in
the form of ADSs purchased by Lake Union Parties since September 27, 2012 were acquired by Lake Union Capital Fund, L.P. (53,700
Ordinary Shares) and by Lake Union Capital TE Fund, L.P (45,000 Ordinary Shares) for an aggregate purchase price of approximately
$185,100 and were acquired with the investment capital of Lake Union Fund, as more fully detailed in Item 5 herein.
Item 4. Purpose of Transaction.
The Lake Union Parties acquired
their interests in the Company between April 7, 2008 and Dec 14, 2012, and presently hold approximately 5.49% of the Company’s
Ordinary Shares in the form of ADSs. The purchases of the ADSs were made in the Lake Union Parties’ ordinary course of business
and were not made for the purpose of acquiring control of the Company.
The Aegir Parties, Lake Union
Parties and the Columbia Pacific Parties formed The ChinaEDU Value Realization Committee (the “Committee”) which may
be deemed to be a group under Section 13(d) of the Securities Exchange Act of 1934 representing approximately 32.97% of the Company’s
outstanding Ordinary Shares in the Form of ADSs.
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CUSIP No.
16945L107
|
SCHEDULE 13D
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P
age
6
of
9
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Item 5. Interest in Securities
of the Issuer.
The Reporting Persons, as part
of the committee described in item 4, may be deemed to have formed a “group” within the meaning of Section 13(d)(3)
of the Securities Act of 1934. Collectively, the group may be deemed to have voting control over a combined 17,738,181, of the
Ordinary Shares in the form of ADSs of the Issuer.
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(a),(b)
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As of the close of trading on December 18, 2012, (i) Lake Union Capital Fund, L.P. directly beneficially owns (as that term
is defined in Rule 13d-3 under the Act) 2,910,921 Ordinary Shares in the form of ADSs over which it has sole voting and dispositive
power and (ii) Lake Union Capital TE Fund, L.P directly beneficially owns 45,000 Ordinary Shares in the form of ADSs over which
it has sole voting and dispositive power.
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Lake Union Capital Management, LLC is the investment
manager and general partner of Lake Union Capital Fund, L.P. and Lake Union Capital TE Fund, L.P. and, as such, may be deemed to
have shared voting and dispositive power over the Ordinary Shares in the form of ADSs directly beneficially owned by Lake Union
Capital Fund, L.P. and Lake Union Capital TE Fund, L.P. and, accordingly, may be deemed to indirectly beneficially own such shares.
Mr. Self is the managing member of Lake Union Capital
Management, LLC. In such capacity, Mr. Self controls the trading of securities held by Lake Union Capital Fund L.P and Lake Union
Capital TE Fund, L.P. As a result of such role and otherwise by virtue of his relationship to Lake Union Capital Fund, L.P., Lake
Union Capital TE Fund, L.P. and Lake Union Capital Management LLC, Mr. Self may be deemed to have shared voting and dispositive
power over the Ordinary Shares in the form of ADSs directly beneficially owned by Lake Union Capital Fund, L.P. and Lake Union
Capital TE Fund, L.P. and, accordingly, may be deemed to indirectly beneficially own such shares.
The 5.49% of the Ordinary Shares in the form of ADSs
beneficially owned by each of Lake Union Capital Fund, L.P., Lake Union Capital TE Fund, L.P., Lake Union Capital Management, LLC
and Mr. Self are based on 53,804,980 Ordinary Shares in the form of ADSs that were outstanding as of December 31, 2011 (as set
forth on the Issuer’s Form 20-F filed April 27, 2012 with the Securities and Exchange Commission).
Lake Union Capital Management LLC and Mr. Self disclaim
beneficial ownership of the Ordinary Shares in the form of ADSs held by Lake Union Capital Fund, L.P. and Lake Union Capital TE
Fund, L.P., except to the extent of their pecuniary interest therein.
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CUSIP No.
16945L107
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SCHEDULE 13D
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P
age
7
of
9
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(c)
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The trading dates, number of Ordinary Shares in the form of ADSs purchased and sold and price per share for all transactions
in the Ordinary Shares in the form of ADSs in since September 27, 2012 by the Lake Union Parties were all effected in unsolicited
broker transactions on the NASDAQ Global Market as set forth in Schedule B.
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Other than the acquisition of the 98,700 shares of the
Issuer’s Ordinary Shares in the form of ADSs set forth on Schedule B hereto, the Lake Union Parties have not engaged in any
transactions in the Issuer’s Ordinary Shares in the form of ADSs in since September 27, 2012.
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CUSIP No.
16945L107
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SCHEDULE 13D
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P
age
8
of
9
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SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 18, 2012
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Lake Union Capital Fund, LP
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By: Lake Union Capital Management, LLC
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__
/s/ Michael Self
__________________
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Name: Michael Self
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Title: General Partner
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Lake Union Capital Management, LLC
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__
/s/ Michael Self
__________________
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Name: Michael Self
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Title: Managing Member
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__
/s/ Michael Self
__________________
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Name: Michael Self
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CUSIP No.
16945L107
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SCHEDULE 13D
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P
age
9
of
9
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SCHEDULE B
TRANSACTIONS BY THE LAKE UNION PARTIES
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Lake Union Capital Fund, L.P.
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9/27/2012
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BUY
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300
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900
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6.12
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Lake Union Capital Fund, L.P.
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10/9/2012
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BUY
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700
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2100
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5.99
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Lake Union Capital Fund, L.P.
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10/10/2012
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BUY
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400
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1200
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6.09
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Lake Union Capital Fund, L.P.
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10/11/2012
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BUY
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1400
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4200
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5.97
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Lake Union Capital Fund, L.P.
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10/15/2012
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BUY
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200
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600
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5.98
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Lake Union Capital Fund, L.P.
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10/16/2012
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BUY
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800
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2400
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5.92
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Lake Union Capital Fund, L.P.
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10/18/2012
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BUY
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400
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1200
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5.87
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Lake Union Capital Fund, L.P.
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10/19/2012
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BUY
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1000
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3000
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5.73
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Lake Union Capital Fund, L.P.
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10/22/2012
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BUY
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400
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1200
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5.89
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Lake Union Capital Fund, L.P.
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10/25/2012
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BUY
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200
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600
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5.96
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Lake Union Capital Fund, L.P.
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10/31/2012
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BUY
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600
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1800
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5.91
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Lake Union Capital Fund, L.P.
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11/2/2012
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BUY
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100
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300
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5.99
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Lake Union Capital Fund, L.P.
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11/5/2012
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BUY
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800
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2400
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6.00
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Lake Union Capital Fund, L.P.
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11/8/2012
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BUY
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100
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300
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5.98
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Lake Union Capital Fund, L.P.
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11/12/2012
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BUY
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100
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300
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6.00
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Lake Union Capital Fund, L.P.
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11/13/2012
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BUY
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100
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300
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5.85
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Lake Union Capital Fund, L.P.
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11/14/2012
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BUY
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100
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300
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5.83
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Lake Union Capital Fund, L.P.
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11/15/2012
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BUY
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4500
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13500
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5.49
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Lake Union Capital TE Fund, L.P.
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11/15/2012
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BUY
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15000
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45000
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5.43
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Lake Union Capital Fund, L.P.
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11/21/2012
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BUY
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300
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900
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5.84
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Lake Union Capital Fund, L.P.
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11/23/2012
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BUY
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100
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300
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5.90
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Lake Union Capital Fund, L.P.
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11/26/2012
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BUY
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1000
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3000
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5.85
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Lake Union Capital Fund, L.P.
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11/27/2012
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BUY
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100
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300
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5.85
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Lake Union Capital Fund, L.P.
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11/28/2012
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BUY
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400
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1200
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5.88
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Lake Union Capital Fund, L.P.
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11/30/2012
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BUY
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3300
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9900
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5.82
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Lake Union Capital Fund, L.P.
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12/3/2012
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BUY
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300
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900
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5.89
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Lake Union Capital Fund, L.P.
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12/14/2012
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BUY
|
200
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600
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5.89
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(1)
American Depositary Shares,
each representing three Ordinary Shares, par value US $0.01 per share
Chinaedu Corp. ADS, Each Representing Three Ordinary Shares (MM) (NASDAQ:CEDU)
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From May 2024 to Jun 2024
Chinaedu Corp. ADS, Each Representing Three Ordinary Shares (MM) (NASDAQ:CEDU)
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From Jun 2023 to Jun 2024
