UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Tsingda eEDU Corporation

(Name of Issuer)

Ordinary Share, par value $0.000384 per share

(Title of Class of Securities)

G9113Q 100

(CUSIP Number)

MA Platform, Inc.

2-3-17 Toranomon, Minato-ku Tokyo 105-0001 Japan

Tsing Da Century Education Technology Co., Ltd.

Suite 2, 3 Floor, No. 10 Eve Street, Belize City, Belize

Zhang Hui

Liu Juntao

No. 39, Block 74, Lugu Rd., Shinjingshan District,

Beijing, PR China, 100040

Yangyi Yu

16F, Building17, No.1599 Dingxiang Road, Pudong New Area,

Shanghai, PRC

Ji Qing Wang

6F, Taiping Life Tower, No.1399 Minsheng Road, Pudong New Area,

Shanghai , PRC

Capvent Asia Consumption Co-Investment Fund Ltd

3rd Floor, Harbour Front Building, President John Kennedy Street,

Port Louis, Republic of Mauritius

Yun Hui Yu

6F, No.1399, Minsheng Road, Shanghai, PRC

Yu Sheng

45F, Building 2, Henglong Plaza, No.1366 Nanjingxi Road,

Shanghai, PRC

Kang Chungmai

Zhang Meng Kung

No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town, Tongzhou District,

Beijing, PR China

Yang Fanbin

23F, No.7 Jianye Road, Siming District, Xiamen,

Fujian Province, PRC

Feng Chengxiang

No.7, South Street, Qiaosi Town, Yuhang District, Hangzhou,

Zhejiang Province, PRC

Li Li

No.2 Xibahe Dongli, Chaoyang District,

Beijing, PRC

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

with a copy to:

Shuang Zhao, Esq.

Shearman & Sterling LLP

c/o 12th Floor, Gloucester Tower

15 Queen’s Road

Central, Hong Kong

(852) 2978-8000

March 1, 2013

(Date of Event Which Requires Filing of this Statement)

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 § 240.13d-7(b) 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 (however, see the Notes).

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MA Platform, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 18,251,494
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 18,251,494
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,251,494
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.44%
14	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tsing Da Century Education Technology Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Belize
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 11,422,706
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,422,706
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,422,706
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.94%
14	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zhang Hui
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION PR China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 11,422,706¹
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 11,422,706¹
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,422,706¹
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.94%
14	TYPE OF REPORTING PERSON (See Instructions) IN

¹ Solely as a holder of 81.7% of shares of Tsing Da Century Education Technology Co., Ltd.

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Liu Juntao
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION PR China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 11,422,706²
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 11,422,706²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,422,706²
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.94%
14	TYPE OF REPORTING PERSON (See Instructions) IN

² Solely as a holder of 18.3% of shares of Tsing Da Century Education Technology Co., Ltd.

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yangyi Yu
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION PR China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,193,750
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,193,750
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,193,750
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.94%
14	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ji Qing Wang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION PR China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,603,125
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,603,125
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,603,125
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.34%
14	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capvent Asia Consumption Co-Investment Fund Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Mauritius
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,098,103
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,098,103
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,098,103
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.97%
14	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yun Hui Yu
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION PR China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 675,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 675,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 675,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.83%
14	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yu Sheng
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION PR China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 461,625
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 461,625
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 461,625
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.25%
14	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kang Chungmai
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 300,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 300,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.81%
14	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zhang Meng Kung
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION PR China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 400,000³
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 400,000⁶
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000⁶
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.08%
14	TYPE OF REPORTING PERSON (See Instructions) IN

³ Including 100,000 Ordinary Shares issuable upon exercise of options and based on a total of 37,014,237 outstanding Ordinary Shares (including 100,000 Ordinary Shares issuable upon exercise of such options).

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yang Fanbin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION PR China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 252,125
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 252,125
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 252,125
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.68%
14	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Feng Chengxiang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION PR China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 73,207
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 73,207
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,207
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.20%
14	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. G9113Q 100

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Li Li
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) S (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				£
6	CITIZENSHIP OR PLACE OF ORGANIZATION PR China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 55,149
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 55,149
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,149
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			£
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.15%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Item 1.

Security and Issuer.

This Amendment No. 1 to Schedule 13D (this “Amendment No.1”) relates to ordinary shares, par value $0.000384 per share (the “Ordinary Share”), of Tsingda eEDU Corporation, a Cayman Islands company (the “Company”). The Company’s principal executive office is No. 39, Block 74, Lugu Rd., Shinjingshan District, Beijing, China, 100040.

Item 2.

Identity and Background.

This Amendment No.1 amends and supplements the Statement on Schedule 13D jointly filed on January 24, 2013 by MA Platform, Inc., Tsing Da Century Education Technology Co., Ltd., Zhang Hui, Liu Juntao, Yangyi Yu, Ji Qing Wang, Capvent Asia Consumption Co-Investment Fund Ltd, Yun Hui Yu, Yu Sheng, Kang Chungmai, Zhang Meng Kung, Yang Fanbin, Feng Chengxiang and Li Li (together, the “Reporting Persons” and each, a “Reporting Person”) pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 Exchange Act with respect to the transactions described in Item 4 of this Schedule 13D.

Except as expressly otherwise set forth in this Amendment No.1, each Reporting Person disclaims beneficial ownership of Ordinary Shares beneficially owned by any other Reporting Person or any other person. The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 99.1. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

The business address of MA Platform, Inc.is 2-3-17 Toranomon, Minato-ku Tokyo 105-0001 Japan.

The business address of Tsing Da Century Education Technology Co., Ltd. is Suite 2, 3 Floor, No. 10 Eve Street, Belize City, Belize.

The business address of each of Zhang Hui and Liu Juntao is No. 39, Block 74, Lugu Rd., Shinjingshan District, Beijing, PRC, 100040.

The business address of Yangyi Yu is 16F, Building17, No.1599 Dingxiang Road, Pudong New Area, Shanghai, PRC.

The business address of Ji Qing Wang is 6F, Taiping Life Tower, No.1399 Minsheng Road, Pudong New Area, Shanghai, PRC.

The business address of Capvent Asia Consumption Co-Investment Fund Ltd is 3rd Floor, Harbour Front Building, President John Kennedy Street, Port Louis, Republic of Mauritius.

The business address of Yun Hui Yu is Yu is 6F, No.1399, Minsheng Road, Shanghai, PRC.

The business address of Yu Sheng is 45F, Building 2, Henglong Plaza, No.1366 Nanjingxi Road, Shanghai, PRC.

The business address of each of Kang Chungmai and Zhang Meng Kung is No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town, Tongzhou District, Beijing, PR China.

The business address of Yang Fanbin is 23F, No.7 Jianye Road, Siming District, Xiamen, Fujian Province, PRC.

The business address of Feng Chengxiang is No.7, South Street, Qiaosi Town, Yuhang District, Hangzhou, Zhejiang Province, PRC.

The business address of Li Li is No.2 Xibahe Dongli, Chaoyang District, Beijing, PRC.

MA Platform, Inc. is a corporation formed under the laws of Japan. The principal business of MA Platform, Inc. is investment. Akira Mori is its chairman and Masaki Murata is its president. Both Akira Mori and Masaki are Japanese. The business address of Akira Mori and Masaki Murata is 2-3-17 Toranomon, Minato-ku Tokyo 105-0001 Japan.

Tsing Da Century Education Technology Co., Ltd. is a company formed under the laws of Belize. The principal business of Tsing Da Century Education Technology Co., Ltd. is investment holding. Zhang Hui is its sole director.

Zhang Hui is the Company’s chairman, chief executive officer and president. Mr. Zhang is a citizen of China.

Liu Juntao is the Company’s chief operating officer, executive vice president and director. Mr. Liu is a citizen of China.

Yangyi Yu is an angel investor. Mr. Yu is a citizen of China.

Ji Qing Wang is executive director and general manager of Shanghai Rolling Stone Investment Management Co., Ltd. Ms. Wang is a citizen of China.

Capvent Asia Consumption Co-Investment Fund Ltd is a Category 1 global business company formed under the laws of the Republic of Mauritius. The principal business of Capvent Asia Consumption Co-Investment Fund Ltd is investment in the significant small and mid-market private equity opportunities in sectors relating to the consumption value chain in South East Asia, including consumer products and services particularly in India, Vietnam and China. Its directors are Thomas Franz Clausen, Mohammad Salim Jhumka and Tanya Sek Sum. Mr. Thomas Franz Clausen is a citizen of Switzerland and his business address is c/o Capvent AG, Dufourstrasse 24, 8008, Zurich, Switzerland. Mr. Mohammad Salim Jhumka and Ms. Tanya Sek Sum are citizens of Republic of Mauritius and their addresses are 3^rd Floor, Harbour Front Building, President John Kennedy Street, Port Louis, Republic of Mauritius.

Yun Hui Yu is a visiting professor of Xiamen University. Mr. Yu is a citizen of China.

Yu Sheng is general manager of Pacific Guarantee (Shanghai) Co., Ltd. Yu Sheng is a citizen of China.

Kang Chungmai is the chief financial officer and secretary of the Company. Mr. Kang is a citizen of the Republic of China.

Zhang Meng Kung is a senior manager of Beijing Tsingda Century Investment Consultant of Education Co., Ltd. Ms. Zhang is a citizen of China.

Yang Fanbin is general manager of Xiamen Senpeng Investment & Management Co., Ltd. Mr. Yang is a citizen of China.

Feng Chengxiang is an angel investor. Mr. Feng is a citizen of China.

Li Li is an angel investor. Ms. Li is a citizen of China.

During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons listed in this Item 2, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Considerations.

On January 24, 2013, the Company, the Reporting Persons and TEC Merger Sub (“Merger Sub”), a Cayman Islands company recently formed by the Reporting Persons, filed a Schedule 13E-3 (the “Schedule 13E-3”) with the SEC announcing their intention to cause Merger Sub to merge with the Company in a “short-form” merger under Section 233(7) of the Companies Law (2011 Revision) of the Cayman Islands (the “Merger”). Pursuant to a contribution agreement and the amendment to the contribution agreement by and between MA Platform, Inc., Tsing Da Century Education Technology Co., Ltd., Yangyi Yu, Ji Qing Wang, Capvent Asia Consumption Co-Investment Fund Ltd, Yun Hui Yu, Yu Sheng, Kang Chungmai, Zhang Meng Kung, Yang Fanbin, Feng Chengxiang and Li Li (collectively, the “Rollover Stockholders”) and Merger Sub dated as of January 24, 2013 and March 1, 2013 respectively, attached hereto as Exhibits 99.2 and 99.3 (the “Contribution Agreement”), the Rollover Stockholders agreed to contribute their Ordinary Shares to Merger Sub immediately prior to the Merger, upon the completion of which Merger Sub will hold approximately 99.38% of the outstanding Ordinary Shares. Upon the effective date of the Merger, each Ordinary Share (other than shares held by Merger Sub and shares with respect to which dissenters’ rights

have been properly exercised and not withdrawn or lost) will be cancelled and automatically converted into the right to receive $2.30 in cash, without interest. The total amount of funds expected to be required by Merger Sub to pay the aggregate merger consideration for the outstanding Ordinary Shares (other than shares held by Merger Sub and shares with respect to which dissenters’ rights have been properly exercised and not withdrawn or lost), and to pay related fees and expenses, is estimated to be approximately $900,000. The Rollover Stockholders will provide the necessary funding to Merger Sub with cash on hand. Because Rollover Stockholders intend to provide the necessary funding for the Merger, Merger Sub has not arranged for any alternative financing arrangements. The Merger will not be subject to any financing conditions.

Item 4.

Purpose of Transaction.

The information set forth in Items 3 and 6 of this Statement is hereby incorporated by reference in this Item 4.

As announced in the Schedule 13E-3 filed by the Reporting Persons and Merger Sub on January 24, 2013, the Reporting Persons intend to cause Merger Sub to merge with the Company, with the Company continuing as the surviving corporation, as a means of acquiring all other Ordinary Shares not owned directly or indirectly by the Reporting Persons and providing a source of immediate liquidity to the holders of such Ordinary Shares. Following the Merger, Merger Sub will own 100% of Ordinary Shares. Once the Merger is effective, the registration of Ordinary Shares under the Securities Exchange Act will be terminated.

The Schedule 13E-3 and the Contribution Agreement are incorporated by reference into this Item 4 and any description thereof is qualified in its entirety by reference thereto.

Other than as described in Item 4 above, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2, has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Company, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

The responses of Reporting Persons to Rows (7) through (13) of the cover page of this Amendment No.1 are hereby incorporated by reference in this Item 5.

(a) and (b). The calculation of the following percentage is based on 36,914,237 Ordinary Shares of the Company as of March 1, 2013.

As of the date of this Amendment No.1, MA Platform, Inc. directly holds and has the sole voting and dispositive power over 18,251,494 Ordinary Shares, representing approximately 49.44% of the outstanding Ordinary Shares.

As of the date of this Amendment No.1, Tsing Da Century Education Technology Co., Ltd. directly holds and has the sole voting and dispositive power over 11,422,706 Ordinary Shares, representing approximately 30.94% of the outstanding Ordinary Shares.

As of the date of this Amendment No.1, Zhang Hui, as a holder of 81.7% of shares of Tsing Da Century Education Technology Co., Ltd., holds and has the shared voting and

dispositive power over 11,422,706 Ordinary Shares, representing approximately 30.94% of the outstanding Ordinary Shares.

As of the date of this Amendment No.1, Liu Juntao, as a holder of 18.3% of shares of Tsing Da Century Education Technology Co., Ltd., holds and has the shared voting and dispositive power over 11,422,706 Ordinary Shares, representing approximately 30.94% of the outstanding Ordinary Shares.

As of the date of this Amendment No.1, Yangyi Yu directly holds and has the sole voting and dispositive power over 2,193,750 Ordinary Shares or approximately 5.94% of outstanding Ordinary Shares.

As of the date of this Amendment No.1, Ji Qing Wang directly holds and has the sole voting and dispositive power over 1,603,125 Ordinary Shares or approximately 4.34% of outstanding Ordinary Shares.

As of the date of this Amendment No.1, Capvent Asia Consumption Co-Investment Fund Ltd directly holds and has the sole voting and dispositive power over 1,098,103 Ordinary Shares, representing approximately 2.97% of the outstanding Ordinary Shares.

As of the date of this Amendment No.1, Yun Hui Yu directly holds and has the sole voting and dispositive power over 675,000 Ordinary Shares or approximately 1.83% of outstanding Ordinary Shares.

As of the date of this Amendment No.1, Yu Sheng directly holds and has the sole voting and dispositive power over 461,625 Ordinary Shares, representing approximately 1.25% of the outstanding Ordinary Shares.

As of the date of this Amendment No.1, Kang Chungmai directly holds and has the sole voting and dispositive power over 300,000 Ordinary Shares, representing approximately 0.81% of the outstanding Ordinary Shares.

As of the date of this Amendment No.1, Zhang Meng Kung directly holds and has the sole voting and dispositive power over 400,000 Ordinary Shares, which consists of 300,000 outstanding Ordinary Shares and options to purchase 100,000 Ordinary Shares exercisable within 60 days, or approximately 1.08% of outstanding Ordinary Shares, assuming that the Company has a total of 37,014,237 outstanding Ordinary Shares (including 100,000 Ordinary Shares issuable upon exercise of such options).

As of the date of this Amendment No.1, Yang Fanbin directly holds and has the sole voting and dispositive power over 252,125 Ordinary Shares, representing approximately 0.68% of the outstanding Ordinary Shares.

As of the date of this Amendment No.1, Feng Chengxiang directly holds and has the sole voting and dispositive power over 73,207 Ordinary Shares, representing approximately 0.20% of the outstanding Ordinary Shares.

As of the date of this Amendment No.1, Li Li directly holds and has the sole voting and dispositive power over 55,149 Ordinary Shares, representing approximately 0.15% of the outstanding Ordinary Shares.

In accordance with Rule 13d-4 under the Exchange Act, each of the Reporting Persons disclaims beneficial ownership of all Ordinary Shares beneficially owned by any of the other Reporting Persons.

(c) On December 18, 2012 MA platform, Inc. purchased 1,424,129 Ordinary Shares from Eastbridge Investment Group Corp. at a price of $2.30 per share. On February 5, 2013, Yangyi Yu, Ji Qing Wang and Yun Hui Yu exercised warrants to purchase 568,750, 415,625, 175,000 Ordinary Shares, respectively, at an exercise price of $1.60 per share. Other than these transactions, there were no transactions in the Ordinary Shares effected during the past 60 days by the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons named in Item 2.

(d) Not applicable.

(e) Not applicable.

Item 6.

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

The information set forth in Items 3 and 4 of this Statement is hereby incorporated by reference.

Contribution Agreement. On January 24, 2013, the Reporting Persons entered into the Contribution Agreement with Merger Sub which was amended by the Reporting Person on March 1, 2013. Pursuant to the Contribution Agreement, the Rollover Stockholders have agreed to contribute immediately prior to the Merger an aggregate of 36,686,284 Ordinary Shares, or approximately 99.38% of the total outstanding Ordinary Shares, to Merger Sub. In consideration for the Rollover Stockholders’ contribution of their Ordinary Shares to Merger Sub, Merger Sub will issue its ordinary shares to the Rollover Stockholders in proportion to their contributed Ordinary Shares.

The foregoing descriptions of the terms of the Contribution Agreement are qualified in their entirety by reference to the full texts of such agreements listed in Item 7 and incorporated herein by reference.

Item 7.

Materials to be Filed as Exhibits.

Exhibit No.

Description

99.1

Joint Filing Agreement by and between the Reporting Persons, dated January 24, 2013 (incorporated herein by reference to Exhibit (99.1) to the Schedule 13D filed by the Reporting Persons on January 24, 2013).

99.2

Contribution Agreement by and between MA Platform, Inc., Tsing Da Century Education Technology Co., Ltd., Yangyi Yu, Ji Qing Wang, Capvent Asia Consumption Co-Investment Fund Ltd, Yun Hui Yu, Yu

Sheng, Kang Chungmai, Zhang Meng Kung, Yang Fanbin, Feng Chengxiang, Li Li and TEC Merger Sub, dated January 24, 2013 (incorporated herein by reference to Exhibit (d)(2) to the Schedule 13E-3 filed by the Reporting Persons, the Company and TEC Merger Sub on January 24, 2013).

99.3

Amendment to Contribution Agreement by and among TEC Merger Sub, a Cayman Islands company and MA Platform, Inc., Tsing Da Century Education Technology Co., Ltd., Yangyi Yu, Ji Qing Wang, Capvent Asia Consumption Co-Investment Fund Ltd, Yun Hui Yu, Yu Sheng, Kang Chungmai, Zhang Meng Kung, Yang Fanbin, Feng Chengxiang, and Li Li, dated March 1, 2013 (incorporated herein by reference to Exhibit (d)(3) to the Schedule 13E-3 filed by the Reporting Persons, the Company and TEC Merger Sub on March 1, 2013).

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: March 1, 2013

	MA PLATFORM, INC.
	By:	/s/ Masaki Murata
	Name: Masaki Murata
	Title: President

	TSING DA CENTURY EDUCATION TECHNOLOGY CO., LTD.
	By:	/s/ Zhang Hui
	Name: Zhang Hui
	Title: Director

	ZHANG HUI
	/s/ Zhang Hui

	LIU JUNTAO
	/s/ Liu Juntao

	YANGYI YU
	/s/ Yangyi Yu

	JI QING WANG
	/s/ Ji Qing Wang

	CAPVENT ASIA CONSUMPTION CO-INVESTMENT FUND LTD
	By:	/s/ Thomas Clausen
	Name: Thomas Clausen
	Title: Director

	YUN HUI YU
	/s/ Yun Hui Yu

	YU SHENG
	/s/ Yu Sheng

	KANG CHUNGMAI
	/s/ Kang Chungmai


	ZHANG MENG KUNG
	/s/ Zhang Meng Kung

	YANG FANBIN
	/s/Yang Fanbin

	FENG CHENGXIANG
	/s/ Feng Chengxiang

	LI LI
	/s/ Li Li

EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint Filing Agreement by and between the Reporting Persons, dated January 24, 2013 (incorporated herein by reference to Exhibit (99.1) to the Schedule 13D filed by the Reporting Persons on January 24, 2013).
99.2	Contribution Agreement by and among TEC Merger Sub, a Cayman Islands company and MA Platform, Inc., Tsing Da Century Education Technology Co., Ltd., Yangyi Yu, Ji Qing Wang, Capvent Asia Consumption Co-Investment Fund Ltd, Yun Hui Yu, Yu Sheng, Kang Chungmai, Zhang Meng Kung, Yang Fanbin, Feng Chengxiang, and Li Li, dated January 24, 2013 (incorporated herein by reference to Exhibit (d)(2) to the Schedule 13E-3 filed by the Company, the Reporting Persons and TEC Merger Sub on January 24, 2013).
99.3	Amendment to Contribution Agreement by and among TEC Merger Sub, a Cayman Islands company and MA Platform, Inc., Tsing Da Century Education Technology Co., Ltd., Yangyi Yu, Ji Qing Wang, Capvent Asia Consumption Co-Investment Fund Ltd, Yun Hui Yu, Yu Sheng, Kang Chungmai, Zhang Meng Kung, Yang Fanbin, Feng Chengxiang, and Li Li, dated March 1, 2013 (incorporated herein by reference to Exhibit (d)(3) to the Schedule 13E-3 filed by the Reporting Persons, the Company and TEC Merger Sub on March 1, 2013).

Tsingda eEDU Corp SC 13D/A