[XUEDA EDUCATION GROUP Mr. Xin Jin, Chief Executive Officer and Director of Xueda, commented, We welcome the selling shareholders decision not to proceed with the proposed secondary offering, as their decision underscores our belief that the current trading price of our ADSs does not reflect Xuedas strong business fundamentals and growth prospects. The effective execution of our business strategies, together] [XUEDA EDUCATION GROUP Xin Jin]
[XUEDA EDUCATION GROUP Mr. Xin Jin, Chief Executive Officer and Director of Xueda, commented, We welcome the selling shareholders decision not to proceed with the proposed secondary offering, as their decision underscores our belief that the current trading price of our ADSs does not reflect Xuedas strong business fundamentals and growth prospects. The effective execution of our business strategies, together] [XUEDA EDUCATION GROUP Xin Jin]
[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 Companys Ordinary Shares of a] [May 25, 2010 Xueda Education Group A-4 Xibahe Beili Chaoyang District Peoples Republic of China Ladies and Gentlemen: relating to the registration of shares of the Companys 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 Peoples 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 Peoples 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 Peoples Republic of China Dear Sirs, PRC We are qualified lawyers of the Peoples 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]
[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 Companys Ordinary Shares of a] [May 25, 2010 Xueda Education Group A-4 Xibahe Beili Chaoyang District Peoples Republic of China Ladies and Gentlemen: relating to the registration of shares of the Companys 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 Peoples 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 Peoples 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 Peoples Republic of China Dear Sirs, PRC We are qualified lawyers of the Peoples 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]
[Table of Contents] [AMENDED AND RESTATED PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this Agreement December 31, 2010 in Beijing: BETWEEN Pledgee: Xuecheng Century (Beijing) Information Technology Co., Ltd. Registered Address: Room 172, Building No. 1, 3 Xijing Road, Badachu High Technology Park, Shijingshan District, Beijing Pledgors: Jin Xin ID No.: 110105197702260013; Li Rubin ID No.: 372831197709070053; Yao Jinbo ID No.: 432321197610190959; Zhu Changyong] [List of Subsidiaries Wholly-Owned Subsidiaries 1. China Xueda Corporation Limited 2. Xuecheng Century (Beijing) Information Technology Co., Ltd. Consolidated Affiliated Entities 1. Beijing Xueda Information Technology Co., Ltd. EX-8.1 3 a2204257zex-8_1.htm EX-8.1] [CODE OF BUSINESS CONDUCT AND ETHICS OF XUEDA EDUCATION GROUP I. Purpose Xueda Education Group Company Code and its subsidiaries (the This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) SEC (iii) compliance with applicable governmental] [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 (a) (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 7 a2204257zex-13_1.htm EX-13.1] [Certification by the Chief Financial Officer (a) (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 8 a2204257zex-13_2.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 report dated May 23, 2011 relating to the consolidated financial statements of Xueda Education Group, its subsidiaries, its variable interest entity (the VIE) and its VIEs subsidiaries, appearing in the Annual Report on Form 20-F of]
[Table of Contents] [AMENDED AND RESTATED PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this Agreement December 31, 2010 in Beijing: BETWEEN Pledgee: Xuecheng Century (Beijing) Information Technology Co., Ltd. Registered Address: Room 172, Building No. 1, 3 Xijing Road, Badachu High Technology Park, Shijingshan District, Beijing Pledgors: Jin Xin ID No.: 110105197702260013; Li Rubin ID No.: 372831197709070053; Yao Jinbo ID No.: 432321197610190959; Zhu Changyong] [List of Subsidiaries Wholly-Owned Subsidiaries 1. China Xueda Corporation Limited 2. Xuecheng Century (Beijing) Information Technology Co., Ltd. Consolidated Affiliated Entities 1. Beijing Xueda Information Technology Co., Ltd. EX-8.1 3 a2204257zex-8_1.htm EX-8.1] [CODE OF BUSINESS CONDUCT AND ETHICS OF XUEDA EDUCATION GROUP I. Purpose Xueda Education Group Company Code and its subsidiaries (the This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) SEC (iii) compliance with applicable governmental] [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 (a) (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 7 a2204257zex-13_1.htm EX-13.1] [Certification by the Chief Financial Officer (a) (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 8 a2204257zex-13_2.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 report dated May 23, 2011 relating to the consolidated financial statements of Xueda Education Group, its subsidiaries, its variable interest entity (the VIE) and its VIEs subsidiaries, appearing in the Annual Report on Form 20-F of]
[Xueda Education Group Announces First Quarter 2011 Financial Results Net Revenue Increased 64.2% Year-Over-Year Gross Profit Increased 67.4% Year-Over-Year Net Income Increased 71.0% Year-Over-Tear Non-GAAP Net Income Increased 83.9% Year-Over-Year Total Students Served Increased 54.3% Year-Over-Year BEIJING, May 13, 2011 Xueda Education Group (NYSE: XUE) (Xueda or the Company), the leading national provider of tutoring services for primary and] [TABLE OF CONTENTS 2 XUEDA EDUCATION GROUP]
[Xueda Education Group Announces First Quarter 2011 Financial Results Net Revenue Increased 64.2% Year-Over-Year Gross Profit Increased 67.4% Year-Over-Year Net Income Increased 71.0% Year-Over-Tear Non-GAAP Net Income Increased 83.9% Year-Over-Year Total Students Served Increased 54.3% Year-Over-Year BEIJING, May 13, 2011 Xueda Education Group (NYSE: XUE) (Xueda or the Company), the leading national provider of tutoring services for primary and] [TABLE OF CONTENTS 2 XUEDA EDUCATION GROUP]
[Xueda Education Group Announces Fourth Quarter and Full Year 2010 Financial Results 2010 Net Revenue Increased 99.7% Year-Over-Year 2010 Gross Profit Increased 155.0% Year-Over-Year Total Students Served Increased 64.0% Year-Over-Year BEIJING, February 28 th , 2011 Xueda Education Group (NYSE: XUE) (Xueda or the Company), the leading national provider of tutoring services for primary and secondary school students in] [TABLE OF CONTENTS 2 XUEDA EDUCATION GROUP]
[Joint Filing Agreement Remainder of this page has been left intentionally blank [ CDH Xueda Limited CDH Venture Partners, L.P. CDH Venture GP I Company Limited, its] [(1) This CUSIP number applies to the Issuers American Depositary Shares, each representing two Ordinary Shares. Continued on following pages [ CUSIP No. 98418W109 Schedule 13G]
