xueda_13d.htm

0001068238-10-000396.txt : 20101112 0001068238-10-000396.hdr.sgml : 20101111 20101112162617 ACCESSION NUMBER: 0001068238-10-000396 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Xueda Education Group CENTRAL INDEX KEY: 0001499619 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85750 FILM NUMBER: 101187004 BUSINESS ADDRESS: STREET 1: A-4 Xibahe Beili STREET 2: Chaoyang District CITY: Beijing STATE: F4 ZIP: 100028 BUSINESS PHONE: (8610) 6427-8899 MAIL ADDRESS: STREET 1: A-4 Xibahe Beili STREET 2: Chaoyang District CITY: Beijing STATE: F4 ZIP: 100028 FORMER COMPANY: FORMER CONFORMED NAME: China Xueda Education Ltd DATE OF NAME CHANGE: 20100819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO CENTRAL INDEX KEY: 0000929408 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 136358475 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 SC 13D 1 xueda_13d.htm XUEDA EDUCATION GROUP xueda_13d.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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:

Maurice Hoo, Esq.

Orrick, Herrington & Sutcliffe

43/F, Gloucester Tower, The Landmark

15 Queen's Road Central, Hong Kong

+852-2218-9100

November 5, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 17

CUSIP No. 98418W992
	1.	Names of Reporting Persons.
		WP X Investments IV Ltd.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		Cayman Islands
			7.	Sole Voting Power
				0
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				12,124,000*
			9.	Sole Dispositive Power
				0
			10.	Shared Dispositive Power
				12,124,000*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		12,124,000*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)
		8.8%
	14.	Type of Reporting Person (See Instructions)
		CO

* Such amount includes 1,000,000 American Depositary Shares ("ADS") of Xueda Education Group (the "Company"). Each ADS represents two Ordinary Shares of the Company.

Page 2 of 17

CUSIP No. 98418W992
	1.	Names of Reporting Persons.
		Warburg Pincus Private Equity X, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		Delaware
			7.	Sole Voting Power
				0
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				11,748,156*
			9.	Sole Dispositive Power
				0
			10.	Shared Dispositive Power
				11,748,156*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		11,748,156*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)
		8.5%
	14.	Type of Reporting Person (See Instructions)
		PN

* Such amount includes 969,000 American Depositary Shares ("ADS") of Xueda Education Group (the "Company"). Each ADS represents two Ordinary Shares of the Company.

Page 3 of 17

CUSIP No. 98418W992
	1.	Names of Reporting Persons.
		Warburg Pincus X Partners, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		Delaware
			7.	Sole Voting Power
				0
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				375,844*
			9.	Sole Dispositive Power
				0
			10.	Shared Dispositive Power
				375,844*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		375,844*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)
		Less than 1%
	14.	Type of Reporting Person (See Instructions)
		PN

* Such amount includes 31,000 American Depositary Shares ("ADS") of Xueda Education Group (the "Company"). Each ADS represents two Ordinary Shares of the Company.

Page 4 of 17

CUSIP No. 98418W992
	1.	Names of Reporting Persons.
		Warburg Pincus X, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		Delaware
			7.	Sole Voting Power
				0
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				12,124,000*
			9.	Sole Dispositive Power
				0
			10.	Shared Dispositive Power
				12,124,000*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		12,124,000*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)
		8.8%
	14.	Type of Reporting Person (See Instructions)
		PN

* Such amount includes 1,000,000 American Depositary Shares ("ADS") of Xueda Education Group (the "Company"). Each ADS represents two Ordinary Shares of the Company.

Page 5 of 17

CUSIP No. 98418W992
	1.	Names of Reporting Persons.
		Warburg Pincus X LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		Delaware
			7.	Sole Voting Power
				0
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				12,124,000*
			9.	Sole Dispositive Power
				0
			10.	Shared Dispositive Power
				12,124,000*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		12,124,000*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)
		8.8%
	14.	Type of Reporting Person (See Instructions)
		OO

* Such amount includes 1,000,000 American Depositary Shares ("ADS") of Xueda Education Group (the "Company"). Each ADS represents two Ordinary Shares of the Company.

Page 6 of 17

CUSIP No. 98418W992
	1.	Names of Reporting Persons.
		Warburg Pincus Partners, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		New York
			7.	Sole Voting Power
				0
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				12,124,000*
			9.	Sole Dispositive Power
				0
			10.	Shared Dispositive Power
				12,124,000*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		12,124,000*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)
		8.8%
	14.	Type of Reporting Person (See Instructions)
		OO

* Such amount includes 1,000,000 American Depositary Shares ("ADS") of Xueda Education Group (the "Company"). Each ADS represents two Ordinary Shares of the Company.

Page 7 of 17

CUSIP No. 98418W992
	1.	Names of Reporting Persons.
		Warburg Pincus & Co.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		New York
			7.	Sole Voting Power
				0
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				12,124,000*
			9.	Sole Dispositive Power
				0
			10.	Shared Dispositive Power
				12,124,000*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		12,124,000*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)
		8.8%
	14.	Type of Reporting Person (See Instructions)
		PN

* Such amount includes 1,000,000 American Depositary Shares ("ADS") of Xueda Education Group (the "Company"). Each ADS represents two Ordinary Shares of the Company.

Page 8 of 17

CUSIP No. 98418W992
	1.	Names of Reporting Persons.
		Warburg Pincus LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		New York
			7.	Sole Voting Power
				0
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				12,124,000*
			9.	Sole Dispositive Power
				0
			10.	Shared Dispositive Power
				12,124,000*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		12,124,000*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)
		8.8%
	14.	Type of Reporting Person (See Instructions)
		OO

* Such amount includes 1,000,000 American Depositary Shares ("ADS") of Xueda Education Group (the "Company"). Each ADS represents two Ordinary Shares of the Company.

Page 9 of 17

CUSIP No. 98418W992
	1.	Names of Reporting Persons.
		Charles R. Kaye
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		United States of America
			7.	Sole Voting Power
				0
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				12,124,000*
			9.	Sole Dispositive Power
				0
			10.	Shared Dispositive Power
				12,124,000*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		12,124,000*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)
		8.8%
	14.	Type of Reporting Person (See Instructions)
		IN

* Such amount includes 1,000,000 American Depositary Shares ("ADS") of Xueda Education Group (the "Company"). Each ADS represents two Ordinary Shares of the Company.

Page 10 of 17

CUSIP No. 98418W992
	1.	Names of Reporting Persons.
		Joseph P. Landy
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization
		United States of America
			7.	Sole Voting Power
				0
Number of Shares Beneficially Owned by Each Reporting Person With			8.	Shared Voting Power
				12,124,000*
			9.	Sole Dispositive Power
				0
			10.	Shared Dispositive Power
				12,124,000*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
		12,124,000*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)
		8.8%
	14.	Type of Reporting Person (See Instructions)
		IN

* Such amount includes 1,000,000 American Depositary Shares ("ADS") of Xueda Education Group (the "Company"). Each ADS represents two Ordinary Shares of the Company.

Page 11 of 17

Item 1. Security and Issuer

This statement on Schedule 13D (the "Schedule 13D") relates to the ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), of Xueda Education Group, a Cayman Islands company (the "Company "), and is being filed pursuant to Rule 13d-1 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). American Depositary Shares (each an "ADS") of the Company are listed on the New York Stock Exchange under the symbol "XUE". Each ADS represents two Ordinary Sha res. The principal executive offices of the Company are located at A-4 Xibahe Beili, Chaoyang District, Beijing F4 100028, People's Republic of China.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by (i) WP X Investments IV Ltd., a Cayman Islands company ("WP X LTD") and a wholly owned subsidiary of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X") and Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPP X" and together with WP X, the "Funds"), (ii) WP X, (iii) WPP X, (iv) Warburg Pincus X, L.P., a Delaware limited partnership and the sole general partner of each of the Funds ("WP X LP"), (v) Warburg Pincus X LLC ("WP X LLC"), a New York limited liability company and the sole general partner of WP X LP, (vi) Warburg Pincus Partners, LLC ("WPP LLC"), a New York limited liability company and the sole member of WP X LLC, (vii) Warburg Pincus LLC, a New York limited liability company that manages each of the Funds ("WP LLC"), (viii) Warburg Pincus & Co. ("WP"), a New York general partnership and the managing member of WPP LLC, and Messrs. (ix) Charles R. Kaye and (x) Joseph P. Landy, each a Managing General Partner of WP and Co-President and Managing Member of WP LLC (Mr. Kaye, Mr. Landy, WP X LTD, WP X, WPP X, WP X LP, WP X LLC, WPP LLC, WP LLC and WP collectively being referred to as the "Reporting Persons"). The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Exchange Act (the "Joint Filing Agreement"), dated November 12, 2010, is attached hereto as Exhibit A.

(b) The address of the principal business and principal office of each of the Reporting Persons, other than WP X LTD is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017. The address of the principal business and principal office of WP X LTD is c/o Warburg Pincus Asia Ltd, 8th Floor, Newton Tower, Sir William Newton Street, Port Louis, Mauritius. The general partners of WP and the members of WP LLC, and their respective business addresses, are set forth on Schedule I hereto, which is incorporated herein by reference.

(c) The principal business of WP X LTD is that of investment holding. The principal business of the Funds is that of making private equity and related investments. The principal business of WP is acting as the managing member of WPP LLC. The principal business of WPP LLC is acting as general partner to certain private equity funds and as the sole member of WP X LLC. The principal business of WP X LLC is acting as general partner of WP X LP. The principal business of WP X LP is acting as general partner of the Funds. The principal business of WP LLC is managing certain private equity funds, including the Funds. The principal business of each of Messrs. Kaye and Landy is acting as a Managing General Partner of WP and a Co-Preside nt and Managing Member of WP LLC. The principal occupation of each of the general partners of WP and the members of WP LLC is set forth on Schedule I hereto, which is incorporated herein by reference.

(d) During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the general partners, members or directors named on Schedule I, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the partners, members and managing directors named on Schedule I, have been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) WP X LTD is a company incorporated under the laws of the Cayman Islands. WP X, WPP X and WP X LP are each limited partnerships organized under the laws of the State of Delaware. WPP LLC and WP LLC are each limited liability companies organized under the laws of the State of New York, and WP X LLC is a limited liability company organized under the laws of the State of Delaware. WP is a general partnership organized under the laws of the State of New York. Messrs. Kaye and Landy are citizens of the United States of America and, except as otherwise indicated on Schedule I hereto, each of the individuals referred to on Schedu le I hereto is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

On November 5, 2010, pursuant to the subscription agreement (the "Subscription Agreement") dated October 20, 2010 by and between WP X LTD and the Company, the Company sold and issued to WP X LTD 7,124,000 Ordinary Shares at a purchase price of $4.75 per Ordinary Share in a private placement.

Page 12 of 17

On November 5, 2010, pursuant to the shares purchase agreement (the "Shares Purchase Agreement") dated October 20, 2010 by and among WP X LTD and Goodor Corporation, WP X LTD purchased 3,000,000 Ordinary Shares of the Company at a purchase price of $4.75 per Ordinary Share from Goodor Corporation.

A copy of the Subscription Agreement and the Shares Purchase Agreement are attached hereto as Exhibit B and Exhibit C, respectively. The description of the abovementioned documents contained herein is qualified in its entirety by reference to Exhibit B and Exhibit C, which are incorporated herein by reference.

In addition, on November 5, 2010, WP X LTD purchased 1,000,000 ADSs representing 2,000,000 Ordinary Shares of the Company in the Company's initial public offering at a purchase price of $9.50 per ADS, or $4.75 per Ordinary Share.

Upon the closing of the transactions described above, WP X LTD holds an aggregate of 12,124,000 Ordinary Shares of the Company (including 2,000,000 Ordinary Shares represented by ADSs), representing 8.8% of the Company's total outstanding Ordinary Shares as of November 5, 2010. All of the funds required to acquire the Ordinary Shares were obtained from the working capital of each of the Funds, which in turn was obtained from capital contributions from the respective limited partners of the Funds. The total amount of funds paid by WP X LTD to purchase the securities of the Company purchased on November 5, 2010 as described herein was $57,589,000.

Item 4. Purpose of Transaction

The acquisition by WP X LTD of the Ordinary Shares as described herein was effected because of the belief that the Ordinary Shares represent an attractive investment. WP X LTD beneficially owns, and the Reporting Persons may be deemed to beneficially own, the Ordinary Shares as an investment. Depending on prevailing market, economic and other conditions, the Reporting Persons may from time to time acquire additional Ordinary Shares or engage in discussions with the Company concerning future acquisitions of shares of its capital stock. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Company or otherwise. The Reporting Persons intend to review their investment in the Company on a continuing basis and, depending upon the price and availability of shares of the Company's capital stock, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Company.

Subscription Agreement

The description of the Subscription Agreement set forth in Item 3 is hereby incorporated by reference in this Item 4. WP X LTD also agreed to enter into a lock-up agreement with the lead underwriters of the initial public offering. The terms of such lock-up agreement are described below.

Shares Purchase Agreement

The description of the Shares Purchase Agreement set forth in Item 3 is hereby incorporated by reference in this Item 4.

Investor and Registration Rights Agreement

On October 20, 2010, WP X LTD and the Company entered into an Investor and Registration Rights Agreement (the "Investor and Registration Rights Agreement"), a copy of which is attached as Exhibit D hereto. Pursuant to the Investor and Registration Rights Agreement, WP X LTD is entitled to appoint one director to the Company's board of directors (the "Board") so long as WP X LTD, together with its affiliates (as defined in the Rule 405 under the Securities Act of 1933) remains the beneficial owner of at least 5% of the Company's outstanding voting securities.

Pursuant to the Investor and Registration Rights Agreement, the Company agreed to provide WP X LTD with certain registration rights in respect of the Ordinary Shares held by WP X LTD.

The description of the Investor and Registration Rights Agreement contained herein is qualified in its entirety by reference to Exhibit D, which is incorporated herein by reference.

Lock-Up Agreement

On November 1, 2010, WP X LTD entered into an Amended Lock-Up Agreement addressed to Goldman Sachs (Asia) L.L.C. as representative of the underwriters of the initial public offering (the "Lock-Up Agreement"), a copy of which is attached as Exhibit E hereto. Pursuant to the Lock-Up Agreement, WP X LTD agreed, subject to certain limited exceptions, for a period of 180 days after November 5, 2010, not to sell, transfer or otherwise dispose of, and not to announce an intention to sell, transfer or otherwise dispose of Ordinary Shares acquired by WP X LTD pursuant to the Subscription Agreement, the Shares Purchase Agreement and the ADSs purchased in the initial public offering without the prior writ ten approval of Goldman Sachs (Asia) L.L.C.

Page 13 of 17

The description of the Lock-Up Agreement contained herein is qualified in its entirety by reference to Exhibit E, which is incorporated herein by reference.

Additional Disclosure

Except as set forth above in this Schedule 13D, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons set forth on Schedule I, has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) The percentages used herein are calculated based upon the 138,328,640 Ordinary Shares that were outstanding as of November 5, 2010.

WP X LTD is the direct owner of 12,124,000 Ordinary Shares, representing approximately 8.8% of the outstanding Ordinary Shares. WP X is the indirect owner of 11,748,156 Ordinary Shares, representing approximately 8.5% of the outstanding Ordinary Shares. WPP X is the indirect owner of 375,844 Ordinary Shares, representing approximately 0.3% of the outstanding Ordinary Shares. Accordingly, as of November 5, 2010, the Funds may be deemed to beneficially own an aggregate of 12,124,000 Ordinary Shares, representing approximately 8.8% of the outstanding Ordinary Shares.

Due to their respective relationships with the Funds and each other, each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 12,124,000 Ordinary Shares. Each of WP, WPP LLC, WP LLC, WP X LLC, WP X LP, Mr. Kaye and Mr. Landy disclaim beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of all of the Ordinary Shares.

(b) Each of the Reporting Persons is deemed to share with WP X LTD and the Funds the power to vote or to direct the vote and to dispose or to direct the disposition of 12,124,000 Ordinary Shares.

(c) Except for the transactions described in Items 3 and 4 above, no other transactions in the Ordinary Shares were effected by the Reporting Persons or any persons set forth on Schedule I hereto during the sixty days before the date of this Schedule 13D.

(d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of the Ordinary Shares is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into the Joint Filing Agreement, attached hereto as Exhibit A, with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto.

The Subscription Agreement is described in Item 3 and Item 4 above, such summary being incorporated in this Item 6 by reference. The summary of the Subscription Agreement in this Schedule 13D is qualified in its entirety by reference to the Subscription Agreement, a copy of which is attached hereto as Exhibit B.

The Shares Purchase Agreement is described in Item 3 and Item 4 above, such summary being incorporated in this Item 6 by reference. The summary of the Shares Purchase Agreement in this Schedule 13D is qualified in its entirety by reference to the Shares Purchase Agreement, a copy of which is attached hereto as Exhibit C.

Page 14 of 17

The Investor and Registration Rights Agreement is described in Item 4 above, such summary being incorporated in this Item 6 by reference. The summary of the Investor and Registration Rights Agreement in this Schedule 13D is qualified in its entirety by reference to the Investor and Registration Rights Agreement, a copy of which is attached hereto as Exhibit D.

The Lock-Up Agreement is described in Item 4 above, such summary being incorporated in this Item 6 by reference. The summary of the Lock-Up Agreement in this Schedule 13D is qualified in its entirety by reference to the Lock-Up Agreement, a copy of which is attached hereto as Exhibit E.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above or between such persons and any other person with respect to any securities of the Company.

Item 7. Material to be filed as Exhibits

Exhibit A – Joint Filing Agreement, dated November 12, 2010, among the Reporting Persons, relating to the filing of a joint statement on Schedule 13D.

Exhibit B – Subscription Agreement, dated October 20, 2010, between the Company and WP X Investments IV Ltd. (incorporated herein by reference to Exhibit 10.8 of the Company's Registration Statement on Form F-1/A (File No. 333-169971) filed on October 20, 2010).

Exhibit C – Shares Purchase Agreement, dated October 20, 2010, between Goodor Corporation and WP X Investments IV Ltd.

Exhibit D – Investor and Registration Rights Agreement, dated October 20, 2010, between the Company and WP X Investments IV Ltd. (incorporated herein by reference to Exhibit 10.9 of the Company's Registration Statement on Form F-1/A (File No. 333-169971) filed on October 20, 2010).

Exhibit E – Amended Lock-Up Agreement, dated November 1, 2010, by WP X Investments IV Ltd. to Goldman Sachs (Asia) L.L.C. as representative of the underwriters of the initial public offering.

Page 15 of 17

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: November 12, 2010	WP X INVESTMENTS IV LTD.


	By:	/s/ Timothy J. Curt
		Name: Timothy J. Curt
		Title: Director


Dated: November 12, 2010	WARBURG PINCUS PRIVATE EQUITY X, L.P.

	By: Warburg Pincus X, L.P., its general partner
	By: Warburg Pincus X LLC, its general partner
	By: Warburg Pincus Partners, LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: November 12, 2010	WARBURG PINCUS X PARTNERS, L.P.

	By: Warburg Pincus X, L.P., its general partner
	By: Warburg Pincus X LLC, its general partner
	By: Warburg Pincus Partners, LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: November 12, 2010	WARBURG PINCUS X, L.P.

	By: Warburg Pincus X LLC, its general partner
	By: Warburg Pincus Partners, LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

Dated: November 12, 2010	WARBURG PINCUS X LLC

	By: Warburg Pincus Partners, LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: November 12, 2010		WARBURG PINCUS PARTNERS, LLC

		By: Warburg Pincus & Co., its managing member


		By:	/s/ Scott A. Arenare
			Name: Scott A. Arenare
			Title: Partner


Dated: November 12, 2010		WARBURG PINCUS & CO.


		By:	/s/ Scott A. Arenare
			Name: Scott A. Arenare
			Title: Partner


Dated: November 12, 2010		WARBURG PINCUS LLC


		By:	/s/ Scott A. Arenare
			Name: Scott A. Arenare
			Title: Managing Director


Dated: November 12, 2010		CHARLES R. KAYE


		By:	/s/ Scott A. Arenare
			Scott A. Arenare, Attorney-in-fact*


Dated: November 12, 2010		JOSEPH P. LANDY


		By:	/s/ Scott A. Arenare
			Scott A. Arenare, Attorney-in-fact**

	__________________

*	Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

**	Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

SCHEDULE I

Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. ("WP") and members of Warburg Pincus LLC (including its subsidiaries, "WP LLC"). Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States.

GENERAL PARTNERS OF WP

NAME	PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP, AND POSITIONS WITH THE REPORTING ENTITIES
Scott A. Arenare	Partner of WP; Member and Managing Director of WP LLC
David Barr	Partner of WP; Member and Managing Director of WP LLC
Alain J.P. Belda	Partner of WP; Member and Managing Director of WP LLC
Alexander Berzofsky	Partner of WP; Member and Managing Director of WP LLC
Sean D. Carney	Partner of WP; Member and Managing Director of WP LLC
Mark Colodny	Partner of WP; Member and Managing Director of WP LLC
David A. Coulter	Partner of WP; Member and Managing Director of WP LLC
Timothy J. Curt	Partner of WP; Member and Managing Director of WP LLC
Cary J. Davis	Partner of WP; Member and Managing Director of WP LLC
Dai Feng	Partner of WP; Member and Managing Director of WP LLC
Steven Glenn	Partner of WP; Member and Managing Director of WP LLC
Jeffrey G. Goldfaden	Partner of WP; Member and Managing Director of WP LLC
Cecilia Gonzalo	Partner of WP; Member and Managing Director of WP LLC
Michael Graff	Partner of WP; Member and Managing Director of WP LLC
Patrick T. Hackett	Partner of WP; Member and Managing Director of WP LLC
E. Davisson Hardman	Partner of WP; Managing Director of WP LLC
Jeffrey A. Harris	Partner of WP; Member and Managing Director of WP LLC
In Seon Hwang	Partner of WP; Member and Managing Director of WP LLC
William H. Janeway	Partner of WP; Member and Senior Advisor of WP LLC
Chansoo Joung	Partner of WP; Member and Managing Director of WP LLC
Kenneth Juster	Partner of WP; Member and Managing Director of WP LLC
Peter R. Kagan	Partner of WP; Member and Managing Director of WP LLC
Charles R. Kaye	Managing General Partner of WP; Managing Member and Co-President of WP LLC
Henry Kressel	Partner of WP; Member and Managing Director of WP LLC
David Krieger	Partner of WP; Member and Managing Director of WP LLC
Joseph P. Landy	Managing General Partner of WP; Managing Member and Co-President of WP LLC
Kewsong Lee	Partner of WP; Member and Managing Director of WP LLC
Jonathan S. Leff	Partner of WP; Member and Managing Director of WP LLC
Michael Martin	Partner of WP; Member and Managing Director of WP LLC
James Neary	Partner of WP; Member and Managing Director of WP LLC
Dalip Pathak	Partner of WP; Member and Managing Director of WP LLC
Michael F. Profenius	Partner of WP; Managing Director of WP LLC
Justin Sadrian	Partner of WP; Member and Managing Director of WP LLC
Henry B. Schacht	Partner of WP; Member and Senior Advisor of WP LLC
Steven G. Schneider	Partner of WP; Member and Managing Director of WP LLC
Patrick Severson	Partner of WP; Member and Managing Director of WP LLC
John Shearburn	Partner of WP; Member and Managing Director of WP LLC
Christopher H. Turner	Partner of WP; Member and Managing Director of WP LLC
John L. Vogelstein	Partner of WP; Member and Senior Advisor of WP LLC
Elizabeth H. Weatherman	Partner of WP; Member and Managing Director of WP LLC
Daniel Zilberman	Partner of WP; Member and Managing Director of WP LLC
Rosanne Zimmerman	Partner of WP; Member and Managing Director of WP LLC
WP & Co. Partners, L.P.*
Warburg Pincus Principal

Partnership, L.P.**
Warburg Pincus Real Estate Principal Partnership, L.P.**
Warburg Pincus 2006 Limited Partnership**
Warburg Pincus 2007 Limited Partnership**

_____________________

* New York limited partnership; primary activity is ownership interest in WP

** Delaware limited partnership; primary activity is ownership interest in WP

MEMBERS OF WP LLC

NAME	PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS WITH THE REPORTING ENTITIES
Scott A. Arenare	Member and Managing Director of WP LLC; Partner of WP
David Barr	Member and Managing Director of WP LLC; Partner of WP
Alain J.P. Belda	Member and Managing Director of WP LLC; Partner of WP
Alexander Berzofsky	Member and Managing Director of WP LLC; Partner of WP
Sean D. Carney	Member and Managing Director of WP LLC; Partner of WP
Julian Cheng (1)	Member and Managing Director of WP LLC
Miao Chi (2)	Member and Managing Director of WP LLC
Stephen John Coates (3)	Member and Managing Director of WP LLC
Mark Colodny	Member and Managing Director of WP LLC; Partner of WP
David A. Coulter	Member and Managing Director of WP LLC; Partner of WP
Timothy J. Curt	Member and Managing Director of WP LLC; Partner of WP
Cary J. Davis	Member and Managing Director of WP LLC; Partner of WP
Martin D. Dunnett (3)	Member and Managing Director of WP LLC
Dai Feng	Member and Managing Director of WP LLC; Partner of WP
Robert Feuer (4)	Member and Managing Director of WP LLC
Rajiv Ghatalia (1)	Member and Managing Director of WP LLC
Steven Glenn	Member and Managing Director of WP LLC; Partner of WP
Jeffrey G. Goldfaden	Member and Managing Director of WP LLC; Partner of WP
Cecilia Gonzalo	Member and Managing Director of WP LLC; Partner of WP
Michael Graff	Member and Managing Director of WP LLC; Partner of WP
Patrick T. Hackett	Member and Managing Director of WP LLC; Partner of WP
Jeffrey A. Harris	Member and Managing Director of WP LLC; Partner of WP
In Seon Hwang	Member and Managing Director of WP LLC; Partner of WP
William H. Janeway	Member and Senior Advisor of WP LLC; Partner of WP
Chansoo Joung	Member and Managing Director of WP LLC; Partner of WP
Kenneth Juster	Member and Managing Director of WP LLC; Partner of WP
Peter R. Kagan	Member and Managing Director of WP LLC; Partner of WP
Charles R. Kaye	Managing Member and Co-President of WP LLC; Managing General Partner of WP
Henry Kressel	Member and Managing Director of WP LLC; Partner of WP
David Krieger	Member and Managing Director of WP LLC; Partner of WP
Joseph P. Landy	Managing Member and Co-President of WP LLC; Managing General Partner of WP
Kewsong Lee	Member and Managing Director of WP LLC; Partner of WP
Jonathan S. Leff	Member and Managing Director of WP LLC; Partner of WP
David Li (1)	Member and Managing Director of WP LLC
Vishal Mahadevia	Member and Managing Director of WP LLC
Niten Malhan (5)	Member and Managing Director of WP LLC
Michael Martin	Member and Managing Director of WP LLC; Partner of WP
Luca Molinari (6)	Member and Managing Director of WP LLC
James Neary	Member and Managing Director of WP LLC; Partner of WP
Dalip Pathak	Member and Managing Director of WP LLC; Partner of WP
Leo Puri (5)	Member and Managing Director of WP LLC
Justin Sadrian	Member and Managing Director of WP LLC; Partner of WP
Adarsh Sarma (5)	Member and Managing Director of WP LLC
Henry B. Schacht	Member and Senior Advisor of WP LLC; Partner of WP
Steven G. Schneider	Member and Managing Director of WP LLC; Partner of WP
Joseph C. Schull (2)	Member and Managing Director of WP LLC
Patrick Severson	Member and Managing Director of WP LLC; Partner of WP
John Shearburn	Member and Managing Director of WP LLC; Partner of WP
Chang Q. Sun (1)	Member and Managing Director of WP LLC
Christopher H. Turner	Member and Managing Director of WP LLC; Partner of WP
John L. Vogelstein	Member and Senior Advisor of WP LLC; Partner of WP
Elizabeth H. Weatherman	Member and Managing Director of WP LLC; Partner of WP
Frank Wei (1)	Member and Managing Director of WP LLC

Peter Wilson (3)	Member and Managing Director of WP LLC
Jeremy S. Young (3)	Member and Managing Director of WP LLC
Daniel Zilberman	Member and Managing Director of WP LLC; Partner of WP
Rosanne Zimmerman	Member and Managing Director of WP LLC; Partner of WP

(1)

Citizen of Hong Kong

(2)

Citizen of Canada

(3)

Citizen of United Kingdom

(4)

Citizen of Hungary

(5)

Citizen of India

(6)

Citizen of Italy

As of November 1, 2010

EX-1 2 exhibit_a.htm EXHIBIT A JOINT FILING AGREEMENT exhibit_a.htm

EXHIBIT A

JOINT FILING AGREEMENT

THIS JOINT FILING AGREEMENT is entered into as of November 12, 2010, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the ordinary shares, par value $0.0001 per share, of Xueda Education Group and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: November 12, 2010	WP X INVESTMENTS IV LTD.


	By:	/s/ Timothy J. Curt
		Name: Timothy J. Curt
		Title: Director


Dated: November 12, 2010	WARBURG PINCUS PRIVATE EQUITY X, L.P.

	By: Warburg Pincus X, L.P., its general partner
	By: Warburg Pincus X LLC, its general partner
	By: Warburg Pincus Partners, LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: November 12, 2010	WARBURG PINCUS X PARTNERS, L.P.

	By: Warburg Pincus X, L.P., its general partner
	By: Warburg Pincus X LLC, its general partner
	By: Warburg Pincus Partners, LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: November 12, 2010	WARBURG PINCUS X, L.P.

	By: Warburg Pincus X LLC, its general partner
	By: Warburg Pincus Partners, LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

Dated: November 12, 2010	WARBURG PINCUS X LLC

	By: Warburg Pincus Partners, LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: November 12, 2010		WARBURG PINCUS PARTNERS, LLC

		By: Warburg Pincus & Co., its managing member


		By:	/s/ Scott A. Arenare
			Name: Scott A. Arenare
			Title: Partner


Dated: November 12, 2010		WARBURG PINCUS & CO.


		By:	/s/ Scott A. Arenare
			Name: Scott A. Arenare
			Title: Partner


Dated: November 12, 2010		WARBURG PINCUS LLC


		By:	/s/ Scott A. Arenare
			Name: Scott A. Arenare
			Title: Managing Director


Dated: November 12, 2010		CHARLES R. KAYE


		By:	/s/ Scott A. Arenare
			Scott A. Arenare, Attorney-in-fact*


Dated: November 12, 2010		JOSEPH P. LANDY


		By:	/s/ Scott A. Arenare
			Scott A. Arenare, Attorney-in-fact**

	__________________

*	Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

**	Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

EX-2 3 exhibit_c.htm EXHIBIT C SHARES PURCHASE AGREEMENT exhibit_c.htm

EXHIBIT C

EXECUTION VERSION

SHARES PURCHASE AGREEMENT

THIS SHARES PURCHASE AGREEMENT (this "Agreement") is made as of October 20, 2010, by and among:

(1)

WP X Investments IV Ltd. (the "Investor");

(2)

Each of the selling shareholders listed on Schedule I hereto (each a "Selling Shareholder" and collectively, the "Selling Shareholders").

The parties listed above are collectively referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

(A)

Xueda Education Group, an exempted company incorporated in the Cayman Islands (the "Company") desires to engage in an initial public offering (the "Public Offering") of the Company's American Depositary Shares ("ADS"), each representing such number of ordinary shares ("Ordinary Shares") of the Company as specified in the registration statement on Form F-1 filed with the United States Securities and Exchange Commission on October 15, 2010; and

(B)	at the Closing (as defined below) and subject to terms and the conditions of this Agreement, the Investor wishes to purchase certain number of Ordinary Shares from each of the Selling Shareholders.

WITNESSETH

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1.	Purchase and Sale.

1.1 Upon the terms and subject to the conditions of this Agreement, the Investor hereby agrees to purchase, and each of the Selling Shareholders hereby agrees to sell and deliver to the Investor, severally but not jointly, at the Closing, at the Offer Price Per Share (as defined below) that number of Ordinary Shares (as adjusted for any share splits, share dividends, share combinations, share reclassifications, capitalization issue or like transactions affecting such

Ordinary Share between the date hereof and the Closing Date (as defined below)) (the "Secondary Shares") set forth opposite the name of such Selling Shareholder on Schedule I hereto.

1.2 The "Offer Price Per Share" means the "public offering price per ADS" set forth on the cover of the Company's final prospectus (the "Final Prospectus") filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) under the U.S. Securities Act of 1933, as amended (the "Securities Act") in connection with the Public Offering divided by the number of Ordinary Shares represented by one ADS as set forth in the Final Prospectus.

Closing.

2.1 Subject to Section 6, the closing (the "Closing") of the sale and purchase of the Secondary Shares pursuant to Section 1 shall take place upon and concurrently with the closing of the Public Offering at the same offices for the closing of the Public Offering or at such other time and place as the Selling Shareholders holding a majority of the Secondary Shares and the Investor may mutually agree. The date and time of the Closing are referred to herein as the "Closing Date."

2.2 At the Closing, the Investor shall pay and deliver the total purchase price to each of the Selling Shareholders in U.S. dollars by wire transfer, or by such other method mutually agreeable to the parties, of immediately available funds to each such bank account designated in writing by each such Selling Shareholder and each Selling Shareholder shall cause the Company to deliver one or more duly executed share certificates in original form, registered in the name of the Investor, together with a certified true copy of the register of the members of the Company, evidencing the Secondary Shares being transferred to the Investor. For the avoidance of doubt, the failure by one or more Selling Shareholders to perform their respective obligations or to fulfill or waive any condition precedent to the Closing hereunder shall not affect the ability of any other Selling Shareholder to consummate or not to consummate the transactions contemplated hereunder in accordance with this Agreement.

3.	Representations and Warranties of the Selling Shareholders.

Each of the Selling Shareholders hereby severally but not jointly represents and warrants to, and agrees with the Investor that:

3.1 Such Selling Shareholder, if an entity, has been duly organized and is validly existing as a limited liability company or a limited partnership, as the case may be, in good standing in its jurisdiction of formation.

3.2 This Agreement has been duly authorized, executed and delivered by such Selling Shareholder and constitutes valid, legal and binding obligations of such Selling Shareholders, enforceable against such Selling Shareholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.3 Neither the execution of this Agreement nor the performance by such Selling Shareholder of its obligations under this Agreement violates or will violate such Selling Shareholder's organizational documents, if any.

3.4 Subject to the accuracy of the representations and warranties of the Investor in Section 4 hereof, no consent or approval of, or filing with, any governmental authority or other person is required for the execution, delivery and performance by such Selling Shareholder or consummation by such Selling Shareholder of the transaction contemplated by this Agreement, other than those that have been duly obtained and are in full force and effect or will be duly obtained prior to the Closing.

3.5 Such Selling Shareholder has good and valid title to the Secondary Shares to be sold by such Selling Shareholder hereunder. Each of the Secondary Shares, when sold in accordance with the terms of this Agreement will have been fully paid and non-assessable, will be free from any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind or another type of preferential arrangement.

3.6 No "directed selling efforts" (as defined in Rule 902 of Regulation S under the Securities Act) have been made by any of the Selling Shareholders, any of its affiliates or any person acting on its behalf with respect to any Secondary Shares that are not registered under the Securities Act; and none of such persons has taken any actions that would result in the sale of the Secondary Shares to the Investor under this Agreement requiring registration under the Securities Act.

4.	Representations and Warranties of the Investor.

The Investor hereby represents and warrants to each of the Selling Shareholders that:

4.1 The Investor has been duly organized and is validly existing as a corporation in good standing in the jurisdiction of its incorporation.

4.2 This Agreement has been duly executed and delivered by the Investor and constitutes the legal, valid and binding obligation of the Investor, enforceable against it in

accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

4.3 The Investor is an "Accredited Investor" as defined in Rule 501 of Regulation D under the Securities Act. The Investor has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Secondary Shares. The Investor is capable of bearing the economic risks of such investment, including a complete loss of its investment. The Secondary Shares purchased hereunder, and to be received by the Investor will be acquired for investment purposes for the Investor's own account, not as a nominee or agent, and not with a view to the resale or distribution, and the Investor does not have any present intention of selling, granting any participation in, or otherwise distributing the same. The Investor does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Secondary Shares in violation of the Securities Act or any other applicable state securities law. The Investor understands that the Secondary Shares have not been qualified or registered under the Securities Act or laws of any other jurisdiction and therefore may be viewed as restricted securities under any or all of such other applicable securities laws.

4.4 The Investor is not a "U.S. person" as defined in Rule 902 of Regulation S under the Securities Act. The Investor has been advised and acknowledges that in selling the Secondary Shares to the Investor pursuant hereto, the Selling Shareholders are relying upon the exemption from registration provided by Regulation S under the Securities Act.

5.	Restrictive Legend.

Each certificate representing the Secondary Shares shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE "ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION O F THESE RESTRICTIONS SHALL BE VOID.

6.	Conditions Precedent to Closing.

6.1 Conditions to Investor's Obligations. The obligations of the Investor to purchase the Secondary Shares from the Selling Shareholders are subject to the satisfaction, or the waiver by the Investor, on or prior to the Closing Date, of the following conditions:

(i) each of the conditions set forth in Section 1.3(a) of the Subscription Agreement (other than that set forth in Section 1.3(a)(iii) thereof) has been satisfied or waived;

(ii) successful completion of the Public Offering and the listing of the ADSs on the New York Stock Exchange by December 31, 2010;

(iii) the representations and warranties of the Selling Shareholders contained herein shall be true and complete when made and shall be true and complete on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except in either case for those representations and warranties that address matters only as of a particular date, which representations will have been true and complete as of such particular date;

(iv) the Selling Shareholders shall have performed in all material respects all of their covenants and agreements required to be performed by them under this Agreement on or prior to the Closing;

(v) the underwriting agreement relating to the Public Offering shall have been entered into and become effective; and

(vi) the satisfaction or waiver of each of the conditions set forth in Section 1.3(a) of the Subscription Agreement dated as of the date hereof between the Company and the Purchaser; and

6.2 Conditions to the Selling Shareholders' Obligations. The obligations of each of the Selling Shareholders to sell the Secondary Shares to the Investor pursuant to this Agreement are subject to the satisfaction, or the waiver of such Selling Shareholder at or prior to the Closing Date, of the following conditions:

(i) each of the conditions set forth in Section 1.3(b) of the Subscription Agreement (other than that set forth in Section 1.3(b)(iii) thereof) has been satisfied or waived;

(ii) successful completion of the Public Offering and the listing of the ADSs on the New York Stock Exchange by December 31, 2010;

(iii) the representations and warranties of the Investor contained herein shall be true and complete when made and shall be true and complete on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except in either case for those representations and warranties that address matters only as of a particular date, which representations will have been true and complete as of such particular date; and

(iv) the Investor shall have performed and complied with all agreements required by this Agreement to be performed or complied with by the Investor on or prior to the Closing Date.

7.	Indemnity.

Each of the Selling Shareholders (each an "Indemnifying Party") shall severally, but not jointly, indemnify and hold the Investor and its respective directors, officers and agents (each, an "Indemnified Party") harmless from and against any losses, claims, damages, liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever, including but not limited to any investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding, and (ii) any taxes or levies that may be payable by such person by reason of the indemnification of any indemnifiable l oss hereunder (collectively, "Losses") resulting from or arising out of: (i) the breach of any representation or warranty of such Indemnifying Party contained in this Agreement or in any schedule or exhibit hereto; or (ii) the violation or nonperformance, partial or total, of any covenant or agreement of such Indemnifying Party contained in this Agreement for reasons other than gross negligence or willful misconduct of such Indemnified Party. In calculating the amount of any Losses of an Indemnified Party hereunder, there shall be subtracted the amount of any insurance proceeds and third-party payments received by the Indemnified Party with respect to such Losses, if any. Notwithstanding the foregoing, the Indemnifying Party shall have no liability (for indemnification or otherwise) with respect to any Losses in excess of the aggregate total purchase price (and with respect to each Selling Shareholder, its proportionate share of such total purchase price).

8. Amendment, Termination and Renegotiation.

8.1 This Agreement may not be amended or varied without the prior written consent of the Parties hereto.

8.2 In the event that the Closing shall not have occurred by December 31, 2010, this Agreement shall be terminated unless the Parties mutually agree by December 31, 2010 to

renegotiate; except for the provisions of Section 8.3 below, which shall survive any termination under this Section 8.2.

8.3 In the event that the Public Offering shall not have been successfully completed by December 31, 2010 and as a result the Closing shall not have occurred by that date, the Parties shall, prior to March 31, 2011, use their best efforts to renegotiate the purchase price and certain additional rights for the Investor, including a right of first refusal with respect to the Selling Shareholders' future proposed sale and transfer of shares of the Company.

9.	Miscellaneous.

9.1 Notices.

(i) Unless otherwise notified by the relevant parties, all notices delivered hereunder shall be in writing and may be delivered by hand or given by facsimile to the related addresses listed beneath each party's signature hereto.

(ii) Any notice delivered by hand shall be deemed to have been received when physically received by the person referred to in this Section 9.1 (including receipt by facsimile).

9.2 This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.

9.3 Each Party hereto acknowledges that the terms and conditions of this Agreement, and all schedules, exhibits, restatements and amendments hereto and thereto, including their existence, shall be considered confidential information and shall not be disclosed by it to any third party without the prior written consent of the other Parties, unless such disclosure is required by applicable laws, regulations or securities exchange rules.

9.4 Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

9.5 This Agreement shall be governed by and construed under the laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

9.6 Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination ("Dispute") shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules. There shall be three arbitrators. The language to be used in the arbitration proceedings shall be English. Each of the parties hereto irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award at tachment, post-award attachment or otherwise) in any arbitration proceedings and/or enforcement proceedings against it arising out of or based on this Agreement or the transactions contemplated hereby.

9.7 This Agreement may be executed in counterparts, each of which shall constitute an original and which together shall constitute one and the same instrument.

9.8 The parties acknowledge that money damages will not be a sufficient remedy for breach of this Agreement and that the parties hereto may obtain specific performance or other injunctive relief, without the necessity of posting a bond or security therefor.

9.9 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

9.10 If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were excluded and shall be enforceable in accordance with its terms.

9.11 Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

[Signature page to follow]

IN WITNESS WHEREOF, each of the parties has duly executed this Agreement as of the date first set forth above.

	SELLING SHAREHOLDER:
	GOODOR CORPORATION



	By: /s/ Li Rubin
	Name: Li Rubin
	Title: Director


	Address:
	c/o Xueda Education Group
	A-4 Xibahe Beili
	Chaoyang District
	Beijing 100028
	P.R. China

[signature page to the share purchase agreement]

IN WITNESS WHEREOF, each of the parties has duly executed this Agreement as of the date first set forth above.

	INVESTOR:
	WP X INVESTMENTS IV LTD.



	By: /s/ Sharmila Baichoo
	Name: Sharmila Baichoo
	Title: Authorized Representative


	Address:

		WP X Investments IV Ltd.
		c/o Warburg Pincus Asia Ltd
		8th Floor, Newton Tower
		Sir William Newton Street
		Port Louis, Mauritius
		Attention: Sharmila Baichoo

	With copy to:

		Maurice Hoo
		Orrick, Herrington & Sutcliffe
		43rd Floor, Gloucester Tower
		The Landmark
		15 Queen's Road
		Central, Hong Kong

[signature page to the share purchase agreement]

Schedule I

Exhibit A

Selling Shareholder

Names of Selling Shareholders	Number of Shares to be Sold
GOODOR Corporation	3,000,000
Total	3,000,000

EX-3 4 exhibit_e.htm EXHIBIT E AMENDED LOCK-UP AGREEMENT exhibit_e.htm

EXHIBIT E

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:

This Amended Lock-up Agreement amends and replaces the Lock-up Agreement executed by the undersigned on October 20, 2010.

The undersigned understands that you, as representative (the "Representative"), propose to enter into an underwriting agreement (the "Underwriting Agreement") on behalf of the several underwriters named in Schedule I to such agreement (collectively, the "Underwriters"), with Xueda Education Group, a company incorporated in the Cayman Islands (the "Company"), and the selling shareholders (the "Selling Shareholders") and certain other parties named in such agreement, providing for a public offering (the "Offering") of American Depositary Shares (the "ADSs") representing ordinary shares of the Company, par value US$0.0001 per share (the "Ordinary Shares"), pursuant to a Registration Statement on Form F-1 (File No. 333-169971) and a Registration Statem ent on Form F-6 (File No. 333-169976) to be filed with the U.S. Securities and Exchange Commission (the "SEC").

In consideration of the agreement by the Underwriters to offer and sell the ADSs, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of the final prospectus covering the Offering and continuing to and including the date 180 days after the date of such final prospectus (the "Lock-Up Period"), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, right or warrant to purchase, make any short sale, file a registration statement with respect to, or otherwise dispose of (including entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequence of ownership interests, whether or not such swap or other transaction is to be settled by delivery of ADSs, Ordinary Shares or such other securities, in cash or otherwise) any Ordinary Shares acquired by the undersigned pursuant to (A) that certain Subscription Agreement between the Company and the undersigned dated as of the date hereof and (B) that certain Shares Purchase Agreement between the undersigned and GOODOR Corporation dated as of the date hereof (collectively the "Undersigned's Shares") and the ADSs or ADRs acquired by the undersigned in the Offering, in each case other than (i) pursuant to the Company's equity incentive plan effective as of the date hereof, (ii)

by the undersigned under a written plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, relating to the sale of securities of the Company, if then permitted by the Company, provided that the securities subject to such plan may not be sold until after the expiration of the Lock-up Period, (iii) pursuant to a bona fide gift by an individual to a donee or a sale or transfer by an entity to an affiliate; provided that such donee or affiliate agrees to be bound in writing by the restrictions set forth herein, (iv) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provide that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (v) to any company wholly owned or controlled, directly or indirectly, by the undersigned; provided that such company agrees to be bound in writing by the restr ictions set forth herein, (vi) if the undersigned is a corporation, to any wholly-owned subsidiary of such corporation; provided that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such share capital subject to the restrictions set forth herein and there shall be no further transfer of such share capital except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value, or (vii) with your prior written consent; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Period, the Company announces, or if the Representative determines that it will release earnings results during the 15-day period following the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless the Representative waives, in writing, such extension. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersig ned's Shares even if such Undersigned's Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned's Shares. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned understands that the Company will provide the Representative and the undersigned with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period.

The undersigned understands that the Company, the Selling Shareholders and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors, and assigns.

This Lock-Up Agreement shall terminate upon the expiration of the Lock-Up Period or in the event that there is no delivery of, and payment for, the ADSs pursuant to the Underwriting Agreement, upon three days' prior written notice of such non-delivery and non-payment given by the undersigned to you.

[Signature Page to Follow]

	Very truly yours,



		WP X Investments IV Ltd.



		/s/ Sharmila Baichoo
		Authorized Signature


		Sharmila Baichoo
		Authorized Representative

[Signature Page to Amended Lock-Up Agreement]

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