[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 Howard Zhang Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE Title of Each Class] [25 May 2011 Our Ref: DW/JL/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] [May 25, 2010 Xueda Education Group A-4 Xibahe Beili Chaoyang District People’s Republic of China Ladies and Gentlemen: relating to the registration of shares of the Company’s ordinary shares, par value US$0.0 00 1 per share, which will be represented by American depositary shares evidenced by American depositary receipts. We have examined the Registration Statement. In addition, we have examined,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated May 23, 2011 relating to the consolidated financial statements of Xueda Education Group as of December 31, 2009 and 2010 and for each of the three years in the period ended December 31, 2010, appearing in the] [25 May 2011 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 a2204321zex-23_4.htm EX-23.4] [Xueda Education Group A-4 Xibahe Beili Chaoyang District Beijing 100028 People’s Republic of China Content Permission Form IDC grants Xueda Education Group permission to disclose the following information in any documents used in relation to the proposed public offering by certain pre-IPO shareholders of ordinary shares of Xueda Education Group in the form of American depositary shares: 1. As of] [[LETTERHEAD OF EUROMONITOR INTERNATIONAL] May 25, 2011 The Directors Xueda Education Group A-4 Xibahe Beili Chaoyang District Beijing 100028 People’s Republic of China Dear Sirs Xueda Education Group (the “Company”) Euromonitor Form F-1 SEC We, Euromonitor International (“ · “According to Euromonitor, as of July 2010, the total private spending on education in China amounted to RMB408 billion in 2004] [May 25, 2011 Xueda Education Group A-4 Xibahe Beili, Chaoyang District Beijing 100028 People’s Republic of China Dear Sirs, PRC We are qualified lawyers of the People’s Republic of China (the “ Company Registration Statement SEC Securities Act ADSs Ordinary Shares Offered Securities We have acted as PRC counsel for Xueda Education Group, a company incorporated under the laws of]