[None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 133,505,836 Ordinary Shares o Yes x No o Yes x No x Yes o No o Yes o No Large accelerated filer o Accelerated filer x Non-accelerated filer o U.S.] [Beijing Weland International Education and Technology Corp. Share Transfer Framework Agreement Among Zhang Tian Xu Heng Beijing Xueda Information Technology Co., Ltd. Chen Li and Song Junbo March 30, 2012 1 TABLE OF CONTENT SECTION 1 DEFINITION 4 SECTION 2 FUNDAMENTAL TRANSACTION ARRANGEMENT 5 SECTION 3 SHARE TRANSFER AND PAYMENT ARRANGEMENT RELATED TO SHARE TRANSFER 5 SECTION 4 HANDOVER 7] [List of Subsidiaries Name Jurisdiction of Incorporation Wholly-Owned Subsidiaries China Xueda Corporation Limited Hong Kong Xuecheng Century (Beijing) Information Technology Co., Ltd. China Beijing Xueda Education & Training Consulting Co., Ltd. China Consolidated Affiliated Entities Beijing Xueda Information Technology Co., Ltd. China EX-8.1 3 a12-6680_1ex8d1.htm EX-8.1] [Certification by the Chief Executive Officer I, Xin Jin, certify that: 1. I have reviewed this annual report on Form 20-F of Xueda Education Group; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, Junfeng Gao, certify that: 1. I have reviewed this annual report on Form 20-F of Xueda Education Group; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 6 a12-6680_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 7 a12-6680_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-171434 on Form S-8 of our reports dated April 27, 2012, relating to the consolidated financial statements of Xueda Education Group, its subsidiaries, its variable interest entity (the “VIE”) and its VIE’s subsidiaries (collectively, the “Group”), and the effectiveness of the]