CEDU Chinaedu Corp. ADS, Each Representing Three Ordinary Shares (MM)

Item 1. Security and Issuer

This Schedule 13D (the “ Schedule 13D ”) relates to the ordinary shares, par value US$0.01 per share, of the Issuer (the “ Ordinary Shares ”). The principal executive offices of the Issuer are located at 4th Floor-A, GeHua Building, No.1 Qinglong Hutong, Dongcheng District, Beijing, 100007, the People’s Republic of China.

Item 2. Identity and Background

The Reporting Persons are making this joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Statement.

Mr. Shawn Ding is the chief executive officer and a director of the Issuer. Mr. Ding is a citizen of the United States. His principal occupation is as an officer and a director of the Issuer. Mr. Ding’s business address is 4th Floor-A, GeHua Building, No.1 Qinglong Hutong, Dongcheng District, Beijing, 100007, The People’s Republic of China.

Moral Known Industrial Limited (“ Moral Known ”) is a company incorporated under the laws of the British Virgin Islands. Moral Known is an investment holding company wholly owned by Mr. Ding. Moral Known’s principal business address, which also serves as its principal office, is c/o 4th Floor-A, GeHua Building, No.1 Qinglong Hutong, Dongcheng District, Beijing, 100007, The People’s Republic of China. Mr. Ding is the sole director and officer of Moral Known.

Ms. Julia Huang is the executive chairman of the board of directors of the Issuer. Ms. Huang is a citizen of the United States. Her principal occupation is as the executive chairman of the Issuer. Ms. Huang’s business address is 4th Floor-A, GeHua Building, No.1 Qinglong Hutong, Dongcheng District, Beijing, 100007, The People’s Republic of China.

South Lead Technology Limited (“ South Lead ”) is a company incorporated under the laws of the British Virgin Islands. South Lead is an investment holding company wholly owned by Ms. Huang. South Lead’s principal business address, which also serves as its principal office, is c/o 4th Floor-A, GeHua Building, No.1 Qinglong Hutong, Dongcheng District, Beijing, 100007, The People’s Republic of China. Ms. Huang is the sole director and officer of South Lead.

Due to the nature of the transaction described in Item 4 of this statement, the each of the Reporting Persons could be deemed to be part of a “group” (within the meaning of Section 13(d)(3) of the Act) with each other.

Each of the Reporting Persons hereby disclaims beneficial ownership of any Ordinary Shares beneficially owned by any of the other Reporting Persons or any other person, and does not affirm membership in a “group” (within the meaning of Rule 13(d)-5 of the Act) with any of the other Reporting Persons or any other person, and this Schedule 13D shall not be construed as acknowledging that any of the Reporting Persons, for any or all purposes, beneficially owns any Ordinary Shares beneficially owned by any of the other Reporting Persons or any other person or is a member of a group with the other Reporting Person or any other person.

Item 3. Source and Amount of Funds or Other Consideration

The information set forth in or incorporated by reference in Items 2, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 3. No Ordinary Shares were purchased by the Reporting Persons and thus no funds were used by any of the Reporting Persons for such purpose.

Item 4. Purpose of Transaction

On June 20, 2013, Mr. Ding and Ms. Huang submitted a non-binding proposal (the “Proposal”) to the Issuer’s board of directors related to the proposed acquisition (the “Acquisition”) of all of the outstanding Ordinary Shares and American Depositary Shares (“ADSs”, each representing three Ordinary Shares) of the Issuer, in both cases, that are not beneficially owned by them for cash consideration equal to US$7.00 per ADS, or US$2.33 per Ordinary Share, to be funded by debt and/or equity capital. Mr. Ding and Ms. Huang have proposed to conduct customary due diligence and indicated that they are prepared to promptly negotiate and finalize definitive agreements with respect to the Acquisition.

None of the Issuer or any of the Reporting Persons is obligated to complete the transactions described herein, and a binding commitment with respect to the Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation.

Other than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present Board or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the Board; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; and taking any action similar to any of those enumerated above.

The description of the Proposal set forth above in this Item 4 do not purport to be complete and are qualified in its entirety by reference to the full text of the Proposal, which has been filed as Exhibit 2, and is incorporated herein by this reference.

Item 5. Interest in Securities of the Issuer

The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.

(a)–(b) The following disclosure assumes that there are a total of 36,883,095 Ordinary Shares, including the Ordinary Shares not outstanding that are subject to options and units but deemed to be outstanding for the purpose of computing the percentage of the Ordinary Shares beneficially owned by the Reporting Person, and the Ordinary Shares outstanding as of March 31, 2013, based on the information provided in the Issuer’s Annual Report on Form 20-F and Current Report on Form 6-K filed with the SEC on April 25, 2013 and June 20, 2013, respectively. .

Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to beneficially own 5,642,320 Ordinary Shares, which constitutes approximately 15.3% of the total outstanding Ordinary Shares, including 75,000 Ordinary Shares held by Mr. Ding, 425,160 Ordinary Shares held through Moral Known by Mr. Ding, 2,625,380 Ordinary Shares held through Moral Known issuable to Mr. Ding underlying stock options and restricted share units exercisable within 60 days, 33,000 Ordinary Shares held by Ms. Huang, and 2,483,780 Ordinary Shares held through South Lead issuable to Ms. Huang underlying stock options and restricted share units exercisable within 60 days. Mr. Ding is the sole director of Moral Known and holds 100% of its total outstanding shares. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Mr. Ding may be deemed to beneficially own all of the Ordinary Shares held by Moral Known. Ms. Huang is the sole director of South Lead and holds 100% of its total outstanding shares. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Ms. Huang may be deemed to beneficially own all of the Ordinary Shares held by South Lead.

(c) During the last sixty days, Shawn Ding purchased 25,000 ADSs at $6.0 per ADS, representing 75,000 Ordinary Shares, on June 21, 2013, and Julia Huang purchased 8,000 ADSs, of which 3,000 ADSs were purchased at $6.2 per ADS, 3,000 ADSs at $6.05 per ADS, and 2,000 ADSs at $6 per ADS, representing an aggregate of 24,000 Ordinary Shares, on June 21, 2013, through open market transactions with respect to all the purchases. Except as disclosed herein, none of the Reporting Persons has effected any transactions in the Ordinary Shares (including Ordinary Shares represented by ADSs) during the last sixty days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth or incorporated in Item 3 and Item 4 is hereby incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

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: July 1, 2013

INDEX TO EXHIBITS