XUE [Xueda Education] SC 13D: JOINT FILING AGREEMENT Dated: November 12, 2010 WP

[JOINT FILING AGREEMENT Dated: November 12, 2010 WP X INVESTMENTS IV LTD. Dated: November 12, 2010 WARBURG PINCUS PRIVATE EQUITY X, L.P.] [EXECUTION VERSION SHARES PURCHASE AGREEMENT Agreement THIS SHARES PURCHASE AGREEMENT (this " (1) Investor WP X Investments IV Ltd. (the " (2) Selling Shareholder Selling Shareholders Each of the selling shareholders listed on Schedule I hereto (each a " Parties Party The parties listed above are collectively referred to herein collectively as the " RECITALS (A) Company Public Offering ADS] [EXECUTION VERSION Xueda Education Group Amended Lock-Up Agreement November 1, 2010 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queen's Road Central Hong Kong As Representative of the several Underwriters named in Schedule I attached to the Underwriting Agreement Re: Xueda Education Group Ladies and Gentlemen: provided then permitted by the Company, bona fide provided provide and provided] [SCHEDULE 13D Xueda Education Group (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 98418W992 (CUSIP Number) Scott A. Arenare, Esq. Managing Director and General Counsel Warburg Pincus LLC 450 Lexington Avenue New York, New York 10017 (212) 878−0600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to:]

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XUE [Xueda Education] 424B4: (Original Filing)

[This is our initial public offering. We are offering 13,430,000 American depositary shares, or ADSs. Each ADS represents two ordinary shares, par value $0.0001 per share. The initial public offering price is $9.50 per ADS. Investing in our ADSs involves a high degree of risk. For a description of the risks that you should consider before buying the ADSs see]

By | 2016-03-18T12:00:09+00:00 November 2nd, 2010|Categories: Chinese Stocks, SEC Original, XUE|Tags: , , , , , |0 Comments

XUE [Xueda Education] 424B4: This is our initial public offering. We are

[This is our initial public offering. We are offering 13,430,000 American depositary shares, or ADSs. Each ADS represents two ordinary shares, par value $0.0001 per share. The initial public offering price is $9.50 per ADS. Investing in our ADSs involves a high degree of risk. For a description of the risks that you should consider before buying the ADSs see]

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XUE [Xueda Education] EFFECT: (Original Filing)

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XUE [Xueda Education] EFFECT: .FormData {color: blue; background-color: white; font-size: small; font-family:

[.FormData {color: blue; background-color: white; font-size: small; font-family: Times, serif} .SmallFormData {color: blue; background-color: white; font-size: x-small; font-family: Times, serif} .FootnoteData {color: green; background-color: white; font-size: x-small; font-family: Times, serif} .FormText {font-size: x-small; font-family: arial, helvetica, sans-serif} .SmallFormText {font-size: xx-small; font-family: arial, helvetica, sans-serif} .FormTitle {font-size: medium; font-family: arial, helvetica, sans-serif; font-weight: bold} .FormName {font-size: large; font-family: arial, helvetica, sans-serif;]

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XUE [Xueda Education] F-1/A: (Original Filing)

[AMENDMENT No. 4 FORM F-1 REGISTRATION STATEMENT Xueda Education Group Cayman Islands 8200 Not Applicable A-4 Xibahe Beili Law Debenture Corporate Services Inc. (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Leiming Chen Approximate date of commencement of proposed sale to the public: o o o o] [1 November 2010 Our Ref: DW/CW/C-4049-H04937 Xueda Education Group A-4 Xibahe Beili, Chaoyang District Beijing 100028 P.R. China Dear Sirs XUEDA EDUCATION GROUP We have acted as Cayman Islands legal advisers to Xueda Education Group Company Registration Statement (the “ Ordinary Shares relating to the offering by the Company of American Depositary Shares representing the Company’s Ordinary Shares of a]

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XUE [Xueda Education] F-1/A: AMENDMENT No. 4 FORM F-1 REGISTRATION STATEMENT Xueda

[AMENDMENT No. 4 FORM F-1 REGISTRATION STATEMENT Xueda Education Group Cayman Islands 8200 Not Applicable A-4 Xibahe Beili Law Debenture Corporate Services Inc. (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Leiming Chen Approximate date of commencement of proposed sale to the public: o o o o] [1 November 2010 Our Ref: DW/CW/C-4049-H04937 Xueda Education Group A-4 Xibahe Beili, Chaoyang District Beijing 100028 P.R. China Dear Sirs XUEDA EDUCATION GROUP We have acted as Cayman Islands legal advisers to Xueda Education Group Company Registration Statement (the “ Ordinary Shares relating to the offering by the Company of American Depositary Shares representing the Company’s Ordinary Shares of a]

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XUE [Xueda Education] F-1/A: AMENDMENT No. 3 FORM F-1 REGISTRATION STATEMENT Xueda

[AMENDMENT No. 3 FORM F-1 REGISTRATION STATEMENT Xueda Education Group Cayman Islands 8200 Not Applicable A-4 Xibahe Beili Law Debenture Corporate Services Inc. (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Leiming Chen Approximate date of commencement of proposed sale to the public: o o o o] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 3 to Registration Statement No. 333-169971 of our report dated July 29, 2010, except for notes 20 and 21, as to which the date is September 10, 2010, relating to the consolidated financial statements of Xueda Education Group as of and for the years]

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XUE [Xueda Education] F-1/A: (Original Filing)

[AMENDMENT No. 2 FORM F-1 REGISTRATION STATEMENT Xueda Education Group Cayman Islands 8200 Not Applicable A-4 Xibahe Beili Law Debenture Corporate Services Inc. (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Leiming Chen Approximate date of commencement of proposed sale to the public: o o o o] [XUEDA EDUCATION GROUP 13,430,000 American Depositary Shares Representing 26,860,000 Ordinary Shares (par value US$0.0001 per share) Form of Underwriting Agreement , 2010 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong Schedule I Schedule II As Representative of the several Underwriters named in Ladies and Gentlemen: Company Schedule I U.S. Underwriters Schedule II International] [25 October 2010 Our Ref: DW/CW/C-4049-H04937 Xueda Education Group A-4 Xibahe Beili, Chaoyang District Beijing 100028 P.R. China Dear Sirs XUEDA EDUCATION GROUP We have acted as Cayman Islands legal advisers to Xueda Education Group Company Registration Statement (the “ Ordinary Shares relating to the offering by the Company of American Depositary Shares representing the Company’s Ordinary Shares of a] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 2 to Registration Statement No. 333-169971 of our report dated July 29, 2010, except for notes 20 and 21, as to which the date is September 10, 2010, relating to the consolidated financial statements of Xueda Education Group as of and for the years] [22 October 2010 Mr. Jeffery Gao Chief Financial Officer Xueda Education Group No. 4, Xibahe Beili, Chaoyang District, Beijing, 100028, P.R.C. Subject: WRITTEN CONSENT TO REFERENCE MARSH FINANCIAL ADVISORY SERVICES LIMITED VALUATION IN F-1 FILING OF XUEDA EDUCATION GROUP Dear Mr. Gao: Yours faithfully, Marsh Financial Advisory Services Limited EX-23.4 5 a2200591zex-23_4.htm EX-23.4]

By | 2016-03-18T12:18:14+00:00 October 29th, 2010|Categories: Chinese Stocks, SEC Original, XUE|Tags: , , , , , |0 Comments

XUE [Xueda Education] F-1/A: AMENDMENT No. 2 FORM F-1 REGISTRATION STATEMENT Xueda

[AMENDMENT No. 2 FORM F-1 REGISTRATION STATEMENT Xueda Education Group Cayman Islands 8200 Not Applicable A-4 Xibahe Beili Law Debenture Corporate Services Inc. (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Leiming Chen Approximate date of commencement of proposed sale to the public: o o o o] [XUEDA EDUCATION GROUP 13,430,000 American Depositary Shares Representing 26,860,000 Ordinary Shares (par value US$0.0001 per share) Form of Underwriting Agreement , 2010 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong Schedule I Schedule II As Representative of the several Underwriters named in Ladies and Gentlemen: Company Schedule I U.S. Underwriters Schedule II International] [25 October 2010 Our Ref: DW/CW/C-4049-H04937 Xueda Education Group A-4 Xibahe Beili, Chaoyang District Beijing 100028 P.R. China Dear Sirs XUEDA EDUCATION GROUP We have acted as Cayman Islands legal advisers to Xueda Education Group Company Registration Statement (the “ Ordinary Shares relating to the offering by the Company of American Depositary Shares representing the Company’s Ordinary Shares of a] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 2 to Registration Statement No. 333-169971 of our report dated July 29, 2010, except for notes 20 and 21, as to which the date is September 10, 2010, relating to the consolidated financial statements of Xueda Education Group as of and for the years] [22 October 2010 Mr. Jeffery Gao Chief Financial Officer Xueda Education Group No. 4, Xibahe Beili, Chaoyang District, Beijing, 100028, P.R.C. Subject: WRITTEN CONSENT TO REFERENCE MARSH FINANCIAL ADVISORY SERVICES LIMITED VALUATION IN F-1 FILING OF XUEDA EDUCATION GROUP Dear Mr. Gao: Yours faithfully, Marsh Financial Advisory Services Limited EX-23.4 5 a2200591zex-23_4.htm EX-23.4]

By | 2016-03-18T12:19:23+00:00 October 29th, 2010|Categories: Chinese Stocks, Webplus ver, XUE|Tags: , , , , , |0 Comments
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