ChinaCast Education Corporation Announces Full Year 2006 U.S. GAAP Results


BEIJING, April 17, 2007 (PRIME NEWSWIRE) -- ChinaCast Education Corporation (OTCBB:CEUC) ("ChinaCast" or "the Company"), one of the leading e-learning services providers to educational institutions, government agencies and corporate enterprises in China, today announced financial results for the year ended December 31, 2006.

2006 HIGHLIGHTS



  --  Strong growth in revenues, up 25% overall, with especially
      strong contribution from equipment sales.
  --  Net income, before non-recurring charges, up 5% year over year.
  --  Successful acquisition of ChinaCast Communication Holdings by
      ChinaCast Education Corporation (formerly Great Wall Acquisition 
      Corporation Corporation).

 Financial Highlights  (1)

 ---------------------------------------------------------------------
 In millions                     RMB                     USD
 ---------------------------------------------------------------------
                          FY 2006     FY 2005    FY2006       FY2005
 ------------------     ----------  ----------  ----------  ----------
 Total Revenue               189.7       152.3       $24.3       $19.0
 ------------------     ----------  ----------  ----------  ----------
    University
     Distance
     Learning                 71.6        51.2        $9.1        $6.4
 ------------------     ----------  ----------  ----------  ----------
   K-12
    Educational
    Content                   78.5        71.6       $10.1        $8.9
 ------------------     ----------  ----------  ----------  ----------
  Vocational/Career
   Training                   39.6        29.5        $5.1        $3.7
 ------------------     ----------  ----------  ----------  ----------
 Gross Profit                 86.6        78.6       $11.1        $9.8
 ------------------     ----------  ----------  ----------  ----------
 Profit from
  Operations                  46.0        50.9        $5.9        $6.4
 ------------------     ----------  ----------  ----------  ----------
 Profit Before
  Income Tax                  41.1        56.1        $5.3        $7.0
 ------------------     ----------  ----------  ----------  ----------
 Net Profit                   19.7        34.9        $2.5       $4.4
 ------------------     ----------  ----------  ----------  ----------
 Net Profit before
  non-recurring               36.8        34.9        $4.7        $4.4
  charges of
  RMB17.1 Mn at end
  2006
 ------------------     ----------  ----------  ----------  ----------
 Per Share Data                  RMB                     USD
 ------------------     ----------  ----------  ----------  ----------
                          FY 2006     FY 2005     FY2006       FY2005
 ------------------     ----------  ----------  ----------  ----------
 Earnings per share
  (Basic)                     1.17        2.09       $0.15       $0.26
 ------------------     ----------  ----------  ----------  ----------
 Share count
  (Basic)               16,872,309  16,657,872  16,872,309  16,657,872
 ------------------     ----------  ----------  ----------  ----------
 Earnings per
  share (Diluted)             1.00        2.02       $0.13       $0.25
 ------------------     ----------  ----------  ----------  ----------
 Share count
   (Diluted)            19,731,999  17,292,280  19,731,999  17,292,280
 ------------------     ----------  ----------  ----------  ----------



 (1) Dollar values calculated at the exchange rate of US$1 = RMB 7.81
     for 2006, and US$1 = RMB 8.0 for 2005

Chairman and Chief Executive, Ron Chan, commented: "We remain very positive on our prospects in the China education market, which is one of the largest and fastest growing in the world. We have a strong e-learning business that provides our core revenue characterized by long term contracts with our educational institution partners. Our growth is being fueled by the further expansion of course offerings by our university distance learning partners, the increased number of vocational/career training programs for our government and enterprise customers and the increase in distribution channels for our K-12 educational content.

"The acquisition of ChinaCast Communication Holdings (CCH) by the Company has resulted in an increase in our net cash position which we intend to utilize to accelerate the expansion of our education business. In 2007, we plan to enter into the private education market and to make additional acquisitions in the post-secondary and vocational/career training markets. We believe our strong strategic and financial position will enable the company the company to reap the benefits of the fast growth in the PRC education market in 2007 and beyond."

In December 2006, ChinaCast Education Corporation (formerly Great Wall Acquisition Corporation) successfully acquired CCH, a company listed on the Singapore Stock Exchange ("SGX") (Reuters: CCCH.SI). As of April 13, 2007, ChinaCast Education Corporation had acquired approximately 98% of CCH and intends to de-list CCH from the SGX and apply for listing on the NASDAQ Stock Market.

Revenues for ChinaCast Education Corporation reached RMB 189.7 million in 2006, up 25% over the previous year reflecting the solid growth in services, which were up 15%, and strong performance in equipment sales, which were up 63%. All three major business lines, namely, university distance learning, K-12 educational content and vocational/career training, reported revenue growth in FY 2006.

Net revenue from post secondary education distance learning services increased from RMB 51.2 million in 2005 to RMB 71.6 million in 2006, a 40% increase. The total number of post-secondary students enrolled in courses using the Company's distance learning platforms increased to 128,000 from 113,000 at end 2005.

Revenue from the K-12 and content delivery business increased by 10% to RMB 78.5 million and the number of subscribing schools for K-12 distance learning services has stabilized at 6,500.

Net revenue from vocational and career training services and government/enterprise training and networking services increased 34% from RMB 29.5 million to RMB 39.6 million. This increase was mainly due to equipment sales for projects.

Cost of sales of the Group increased by 40% from RMB 73.8 million in 2005 to RMB 103.0 million in 2006. The increase was due to higher equipment sales which have lower margins and the amortization of intangibles arising from the acquisition of Tongfang Education in 2005. Amortization of intangibles amounted to RMB 5.4 million in 2006 compared to RMB 1.4 million in 2005. The intangible asset is amortized over 46 months from the time of the acquisition of Tongfang Education.

In 2006, the Group received a service fee of RMB 11.6 million, as compared to RMB 14.3 million in 2005. The service arose from various agreements with CCL that entitled the Group to the economic benefits of its Beijing Branch - CCLBJ. CCLBJ is in the process of transferring all its outstanding businesses, mainly in post secondary education distance learning, to the Group.

Selling expenses increased slightly by 4% to RMB 3.7 million in 2006 from RMB 3.5 million in 2005 primarily due to the additional expenses from consolidating the results of Tongfang Education for the full year as well as increased marketing activities in 2006.

General and administrative expenses increased by 29% to RMB 46.5 million in 2006 from RMB 36.1 million in 2005 due to the increase in professional fees and other expenses related to the acquisition exercise. These expenses included the additional work related to filing of documents in the U.S. as well as the additional compliance costs in Singapore where CCH is listed.

The investment impairment loss of RMB 13.3 million arose from the re-evaluation of the Group's 20% stake in Teacher.com.cn, a subscription based internet portal providing distance learning courses to China's teachers and school principals. It has over 300,000 paying subscribers and the business turned profitable in 2006.

The Group has foreign exchange losses of RMB 2.1 million in 2006 compared to RMB 2.4 million in 2005 because of the continuous appreciation of the RMB against the U.S. dollar which the Group has significant holdings and is unable to convert to RMB due to the exchange control regulations in China.

The increase in interest income from RMB 4.6 million in 2005 to RMB 8.3 million in 2006 was mainly due to the increase in the Group's cash and term deposits as well as the higher interest rates enjoyed during the year.

Overall, profit before income tax decreased from RMB 56.1 million in 2005 to RMB 41.1 million in 2006. Profit before income tax was affected by the higher professional and expenses related to the acquisition of CCH as well as the impairment loss in relation to Teacher.com.cn.

The Group's share of net investment losses from various joint ventures amounted to RMB 0.9 million in 2006 compared to RMB 0.4 million in 2005.

Income taxes increased by 17% from RMB 10.5 million in 2005 to RMB 12.3 million in 2006 despite lower profits. The higher income tax was due to additional tax provisions of approximately RMB 1.8 million for a PRC national tax that has been in effect for a few years but had not been levied by the district tax offices. With the increasing attention of the PRC tax offices in this area and in view of the likely impact of this in 2007 under FIN48, the Group made an additional provision for the potential tax liabilities for the period 2004-2006 during the year.

Minority interest of RMB 8.1 million arose mainly as a result from the 19.73% of CCH shareholders who did not exchange for CEC shares at the end of the offer period on January 18, 2007.

Net income of the Group amounted to RMB 19.7 million in 2006 compared to RMB 34.9 million in 2005. The decrease was a result of taking a one-time investment impairment charge of RMB 13.3 million and higher professional fees and compliance costs incurred as a direct result of ChinaCast's takeover of CCH, which caused administration expenses to jump by over 29% to RMB 46.5 million.

CCH generated over RMB 99.9 million of cash from operations in 2006 and its cash, bank balances and term deposits amounted to RMB 721 million, an increase of over 83% since the end of 2005 while remaining virtually debt free.

About ChinaCast Communication Holdings Limited ("CCH"), ChinaCast Co., Ltd. ("CCL Beijing") and ChinaCast Li Xiang Col, Ltd. ("CCLX")

Established in 1999 and headquartered in Beijing, CCH (SGX, Reuters: CCCH.SI) provides e-learning services and content to educational institutions, government agencies and Fortune 500 enterprises. These services include broadband network services, interactive distance learning applications, multimedia education content, educational portals, as well as IT certification and management training courses. CCH has entered into technical service agreements with each of CCL Beijing and CCLX (collectively, the "Satellite Operating Entities" or "SOE"), pursuant to which CCH provides the SOE with certain technical services and ancillary equipment in connection with their satellite communication businesses. As compensation, CCH receives a service fee that equals the difference between the SOE's total monthly revenues net of respective operating expenses. CCH went public on the SGX on May 14, 2004.

About ChinaCast Education Corporation ("ChinaCast") (OTCBB:CEUC)

In December 2006, ChinaCast (formerly known as Great Wall Acquisition Corporation, OTCBB: GWAQ) made a successful general offer to acquire CCH. As of April 13, 2007, ChinaCast holds approximately 98% of CCH and intends to de-list CCH from the SGX and to eventually seek a listing on the NASDAQ.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

This press release may contain statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements express our current expectations or forecasts of possible future results or events, including projections of future performance, statements of management's plans and objectives, future contracts, and forecasts of trends and other matters. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as "anticipate," "estimate," "expect," "believe," "will likely result," "outlook," "project" and other words and expressions of similar meaning. No assurance can be given that the results in any forward-looking statements will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

For more information, please contact:



 Michael J. Santos, Chief Marketing Officer & Investor
    Relations Officer
 ChinaCast Education Corporation
 15/F Ruoy Chai Building
 No. 8 Yong An-Dongli, Jianguomenwai Avenue, Chaoyang District
 Beijing 100022, PRC
 Tel:  (86-10) 6566-7788
 Email:  mjsantos@chinacast.com.cn
 Web:  www.chinacastcomm.com

 U.S. Investor Relations Contact:
 Miranda Weeks
 Advanced Investor Relations, L.L.C.
 Tel: (703) 485-6067
 Email: Miranda@advancedinvestorrelations.com

 Conference Call Information
 Date:  Wednesday April 18, 2007
 Time:  10 am EST*

 Conference Dial In Numbers:
 U.S./Canada  Toll Free:  1 800 310 6649
 International: +1 719 457 2693

 Live Webcast:
 http://investor.shareholder.com/media/chinacast/

 Replay Details

 The replay will be available from 1:00 pm EST* Wednesday
 April 18, 2007 until midnight EST* April 25, 2007

 Conference Replay Dial In Numbers:
 U.S./Canada Toll Free: 1 888 203 1112
 International:  +1 719 457 0820

 Pass Code:  6824749

 Web Replay:
 http://investor.shareholder.com/media/chinacast/

 * EST=Eastern Standard Time

A copy of the company's latest investor presentation will also be available at the above web link no later than 10 am EST on 18 April 2007.



                             CHINACAST EDUCATION CORPORATION
                               CONSOLIDATED BALANCE SHEETS
                         (In thousands, except share-related data)

                                              As of December 31,
                                        -----------------------------
                                          2005      2006       2006
                                          ----      ----       ----
                                           RMB       RMB        US$
 Assets

 Current assets:
  Cash and cash equivalents              120,368   278,067    35,650
  Term deposits                          273,798   442,921    56,785
  Accounts receivable, net of
   allowance of RMB37 and RMB148
   for 2005 and 2006, respectively        39,277    41,692     5,345
  Inventory                                3,276     3,067       393
  Prepaid expenses and other current
   assets                                 16,489     5,199       667
  Amounts due from related parties         8,605     2,583       331
                                         -------   -------   -------

 Total current assets                    461,813   773,529    99,171
 Property and equipment, net              20,264    14,332     1,837
 Acquired intangible assets, net          19,378    14,028     1,798
 Refundable deposit for the purchase
  of equipment                             3,800        --        --
 Long-term investments                    19,298     5,114       656
 Deferred tax assets                         345       172        22
 Non-current advances to a related
  party                                  148,477   129,866    16,649
 Goodwill                                  3,538     3,538       454
                                         -------   -------   -------

 Total assets                            676,913   940,579   120,587
                                         =======   =======   =======

 Liabilities, minority interest, and
  shareholders' equity

 Current liabilities:
  Accounts payable                        10,627    16,403     2,103
  Accrued expenses and other current
   liabilities                            44,847    96,204    12,334
  Amounts due to related parties              87     4,469       573
  Income taxes payable                    28,280    43,497     5,576
  Current portion of capital lease
   obligation                                152       146        19
                                         -------   -------   -------

 Total current liabilities                83,993   159,991    20,512
                                         -------   -------   -------

 Capital lease obligation, net of
  current portion                            190        37         5
                                         -------   -------   -------

 Total liabilities                        84,183   160,028    20,517
                                         -------   -------   -------


 Minority interest                       135,580   145,501    18,654
                                         -------   -------   -------
 Commitments 

 Shareholders' equity:
  Ordinary shares (US$0.0001 par 
   value; 20,000,000 and 100,000,000 
   shares authorized in 2005 and 2006,
   respectively; 16,657,872 and 
   23,140,702 shares issued and 
   outstanding in 2005 and 2006, 
   respectively)                              13        18         2
  Additional paid-in capital             493,306   653,000    83,718
  Statutory reserve                        6,533     9,721     1,246
  Accumulated other comprehensive 
   loss                                   (1,259)   (2,762)     (354)
  Accumulated deficit                    (41,443)  (24,927)   (3,196)
                                         -------   -------   -------

 Total shareholders' equity              457,150   635,050    81,416
                                         -------   -------   -------

 Total liabilities, minority interest,
  and shareholders' equity               676,913   940,579   120,587
                                         -------   -------   -------


                      CHINACAST EDUCATION CORPORATION
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                 (In thousands, except share-related data)

                                For the years ended December 31, 
                       ----------------------------------------------
                          2004        2005        2006         2006
                          ----        ----        ----         ----
                           RMB         RMB         RMB          US$

 Revenues:
   Service                 79,408     122,550     141,126      18,093
   Equipment                1,163      29,797      48,563       6,226
                       ----------  ----------  ----------  ----------

                           80,571     152,347     189,689      24,319
                       ----------  ----------  ----------  ----------

 Cost of revenues:
   Service                (38,979)    (44,703)    (54,914)     (7,040)
   Equipment                 (734)    (29,054)    (48,139)     (6,172)
                       ----------  ----------  ----------  ----------

                          (39,713)    (73,757)   (103,053)    (13,212)
                       ----------  ----------  ----------  ----------

 Gross profit              40,858      78,590      86,636      11,107
                       ----------  ----------  ----------  ----------

 Operating (expenses)
  income:
 Selling and marketing
  expenses (including
  share-based
  compensation of
  RMB1,623, RMB148 and
  RMBnil for 2004, 2005
  and 2006,
   respectively)           (3,613)     (3,543)     (3,679)       (472)
 General and administrative
  expenses (including
  share-based
  compensation of
  RMB21,699, RMB1,770
  and RMB1,181 for
  2004, 2005 and
  2006, respectively)     (49,893)    (36,065)    (46,459)     (5,956)
 Foreign exchange loss        (78)     (2,361)     (2,118)       (272)
 Management service fee    34,451      14,286      11,623       1,490
                       ----------  ----------  ----------  ----------

 Total operating
  expenses, net           (19,133)    (27,683)    (40,633)     (5,210)
                       ----------  ----------  ----------  ----------

 Income from operations    21,725      50,907      46,003       5,897
 Impairment loss on
  cost method
  investment                   --          --     (13,270)     (1,701)
 Interest income            2,648       4,604       8,345       1,070
 Interest expense            (391)        (19)        (18)         (2)
 Other income                 144         581          --          --
                       ----------  ----------  ----------  ----------

 Income before
  provision for income
  taxes, earnings in
  equity investments,
  and minority interest    24,126      56,073      41,060       5,264
 Provision for income
  taxes                    (8,689)    (10,540)    (12,299)     (1,577)
 Net income before
  earnings in equity
  investments and
  minority interest        15,437      45,533      28,761       3,687
 Earnings in equity
  investments                  --        (402)       (914)       (117)
 Minority interest         (3,045)    (10,243)     (8,143)     (1,044)
                       ----------  ----------  ----------  ----------

 Net income                12,392      34,888      19,704       2,526
 Deemed dividend on
  redeemable
  convertible
  preference shares        (8,490)         --          --          --
                       ----------  ----------  ----------  ----------

 Net income
  attributable to
  holders of ordinary
  shares                    3,902      34,888      19,704       2,526
                       ==========  ==========  ==========  ==========

 Net income per share
   Basic                     0.29        2.09        1.17        0.15
                       ==========  ==========  ==========  ==========

   Diluted                   0.28        2.02        1.00        0.13
                       ==========  ==========  ==========  ==========

 Weighted average
  shares used in
  computation:

   Basic               13,435,378  16,657,872  16,872,309  16,872,309
                       ==========  ==========  ==========  ==========

   Diluted             13,903,398  17,292,280  19,731,999  19,731,999
                       ==========  ==========  ==========  ==========

                    CHINACAST EDUCATION CORPORATION
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands)

                                   For the years ended December 31,
                            ------------------------------------------
                            2004       2005       2006          2006
                            ----       ----       ----          ----
                            RMB        RMB        RMB            US$
 Cash flows from
  operating activities:

 Net income                 12,392     34,888      19,704        2,526
 Adjustments to
  reconcile net
  income to net cash
  provided by
  operating activities:
   Minority interest         3,045     10,243       8,143        1,044
   Depreciation and
    amortization             5,740      8,745      12,336        1,582
   Amortization of
    deferred
    share-based
    compensation            23,322      1,918       1,181          151
   Provision for bad
    debts                      --          37         111           14
   Loss on disposal
    of property and
    equipment                  229          3           7            1
   Earnings in equity
    investments                --         402         914          117
   Impairment loss on
    cost method
    investment                 --         --       13,270        1,701
 Changes in assets
  and liabilities:
 Accounts receivable        10,055    (22,713)     (3,212)        (412)
 Inventory                    (338)      (508)        352           45
 Prepaid expenses and
  other current
  assets                    (1,037)    (5,345)      9,524        1,221
 Amounts due from
  related parties            4,937     (1,694)        821          105
 Accounts payable            1,493      7,418       5,776          740
 Accrued expenses and
  other current
  liabilities                6,025     16,941      13,961        1,792
 Amount due to
  related parties              --          87         243           31
 Income taxes payable        8,296      7,335      11,639        1,492
 Deferred tax assets           173        172         173           22
                          --------   --------    --------     --------

 Net cash provided by
  operating
  activities                74,332     57,929      94,943      12,172
                          --------   --------    --------     --------

 Cash flows from
  investing
  activities:

 Purchase of equity
  investment                  (400)    (4,300)        --           --
 Purchase of cost
  investment                   --     (15,000)        --           --
 Repayment from
  amount due from a
  related party                --         --        5,000          641
 Advances to related
  parties                  (11,336)   (15,182)        --           --
 Repayment from
  advance to related
  parties                      --         --       18,611        2,386
 Refundable deposit
  for the purchase
  of equipment             (20,556)    (3,800)        --           --
 Return of deposit
  for the purchase
  of equipment                --        9,004       3,800         487
 Deposits for
  business
  acquisition                 --          --      (10,000)      (1,282)
 Return of deposit
  for business
  acquisition                 --          --       10,000        1,282
 Purchase of property
  and equipment               (306)      (297)     (1,301)        (167)
 Purchase of
  subsidiaries, net
  of cash acquired            --      (12,195)         --          --
 Term deposits            (259,588)    50,103    (169,123)     (21,682)
                          --------   --------    --------     --------

 Net cash (used in)
  provided by
  investing
  activities              (292,186)     8,333    (143,013)     (18,335)
                          --------   --------    --------     --------

 Cash flows from
  financing
  activities:

 Cash paid for
  acquiring ordinary
  shares from
  minority
  shareholders                (455)       --          --           --

 Net cash proceeds
  from the Share
  Exchange
  Transaction (Note 1)         --         --      196,247       25,160


 Proceeds from
  issuance of
  ordinary shares,
  net of issuance
  cost                     239,661        --          --           --
 Repayment of capital
  lease obligation            (154)      (151)       (160)        (21)
 Repayment of bank
  loan                         (60)      (140)        --           --
 Repayment of
  advances from
  related parities         (13,402)       --          --           --
 Exercise of share
  options                      --         --        9,699        1,244
                          --------   --------    --------     --------

 Net cash provided by
  (used in) financing
  activities               225,590       (291)    205,786       26,383
                          --------   --------    --------     --------


 Effect of foreign
  exchange rate
  changes                        7        (28)        (17)          (2)

 Net increase in
  cash and cash
  equivalents                7,743     65,943     157,699       20,218
 Cash and cash
  equivalents at
  beginning of the
  year                      46,682     54,425     120,368       15,432
                          --------   --------    --------     --------

 Cash and cash
  equivalents at end
  of the year               54,425    120,368     278,067       35,650
                          ========   ========    ========     ========


 Non-cash investing
  and financing
  activities:
  Conversion of
   Series A
   redeemable
   convertible
   preference shares
   and Series B
   redeemable
   convertible
   preference shares
   into ordinary
   shares                  310,106        --          --           --
  Acquisition of
   property and
   equipment in
   exchange for
   payable                     --         392         144           18

 Supplemental cash
  flow information:

  Interest paid                391         19          18            2
                          ========   ========    ========     ========
  Income taxes paid            220      3,270       1,314          168
                          ========   ========    ========     ========

 Acquisition of
  subsidiaries:
  Cash consideration                   21,000         --           --
                                     ========    ========     ========
  Assets acquired
   (including cash
   and cash
   equivalent of
   RMB 2,505,
   intangible assets
   of RMB 20,736 and
   goodwill of
   RMB 1,595)                          27,597         --           --
  Liabilities assumed                  (4,113)        --           --
  Minority interest                    (2,484)        --           --
                                     --------    --------     --------

                                       21,000         --           --
                                     ========    ========     ========


            

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