[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS XUEDA EDUCATION GROUP (Exact name of issuer of deposited securities as specified in its charter) N/A The Cayman Islands ) (Jurisdiction of incorporation or organization of issuer CITIBANK, N.A. ) (Exact name of depositary as specified in its charter 399 Park] [DEPOSIT AGREEMENT by and among XUEDA EDUCATION GROUP AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of ________, 2010 TABLE OF CONTENTS Page No. ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 2 Section 1.4] [October 15, 2010 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act ADSs Company Deposit Agreement ADR Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective by the]