0001068238-11-000218.txt : 20110621 0001068238-11-000218.hdr.sgml : 20110621 20110621171156 ACCESSION NUMBER: 0001068238-11-000218 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110621 DATE AS OF CHANGE: 20110621 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS, LLC GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY X, L.P. GROUP MEMBERS: WARBURG PINCUS X LLC GROUP MEMBERS: WARBURG PINCUS X PARTNERS, L.P. GROUP MEMBERS: WARBURG PINCUS X, L.P. GROUP MEMBERS: WP X INVESTMENTS IV LTD. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85750 FILM NUMBER: 11924087 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/A 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/A 1 xueda_13da.htm XUEDA EDUCATION GROUP xueda_13da.htm
 
 
 
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 1)
 
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
 
 
June 17, 2011
(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).

 

 
 
 
 
 
 
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 8. Shared Voting Power
Owned by Each Reporting    
Person With   13,374,000* (See Items 3 and 5)
     
  9. Sole Dispositive Power
     
    0
     
  10. Shared Dispositive Power
     
    13,374,000* (See Items 3 and 5)
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
     
   
13,374,000* (See Items 3 and 5)
     
 
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)
     
   
9.6%
     
 
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 15
 
 
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 8. Shared Voting Power
Owned by Each Reporting    
Person With   12,959,406* (See Items 3 and 5)
     
  9. Sole Dispositive Power
     
    0
     
  10. Shared Dispositive Power
     
    12,959,406* (See Items 3 and 5)
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
     
   
12,959,406* (See Items 3 and 5)
     
 
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)
     
   
9.3%
     
 
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 15
 
 
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 8. Shared Voting Power
Owned by Each Reporting    
Person With  
414,594* (See Items 3 and 5)
     
  9. Sole Dispositive Power
     
    0
     
  10. Shared Dispositive Power
     
   
414,594* (See Items 3 and 5)
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
     
   
414,594* (See Items 3 and 5)
     
 
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 15
 

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 8. Shared Voting Power
Owned by Each Reporting    
Person With  
13,374,000* (See Items 3 and 5)
     
  9. Sole Dispositive Power
     
    0
     
  10. Shared Dispositive Power
     
   
13,374,000* (See Items 3 and 5)
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
     
   
13,374,000* (See Items 3 and 5)
     
 
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)
     
   
9.6%
     
 
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 15
 

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 8. Shared Voting Power
Owned by Each Reporting    
Person With  
13,374,000* (See Items 3 and 5)
     
  9. Sole Dispositive Power
     
    0
     
  10. Shared Dispositive Power
     
   
13,374,000* (See Items 3 and 5)
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
     
   
13,374,000* (See Items 3 and 5)
     
 
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)
     
   
9.6%
     
 
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 15
 

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 8. Shared Voting Power
Owned by Each Reporting    
Person With  
13,374,000* (See Items 3 and 5)
     
  9. Sole Dispositive Power
     
    0
     
  10. Shared Dispositive Power
     
   
13,374,000* (See Items 3 and 5)
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
     
   
13,374,000* (See Items 3 and 5)
     
 
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)
     
   
9.6%
     
 
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 15
 

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 8. Shared Voting Power
Owned by Each Reporting    
Person With  
13,374,000* (See Items 3 and 5)
     
  9. Sole Dispositive Power
     
    0
     
  10. Shared Dispositive Power
     
   
13,374,000* (See Items 3 and 5)
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
     
   
13,374,000* (See Items 3 and 5)
     
 
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)
     
   
9.6%
     
 
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 15
 

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 8. Shared Voting Power
Owned by Each Reporting    
Person With  
13,374,000* (See Items 3 and 5)
     
  9. Sole Dispositive Power
     
    0
     
  10. Shared Dispositive Power
     
   
13,374,000* (See Items 3 and 5)
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
     
   
13,374,000* (See Items 3 and 5)
     
 
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)
     
   
9.6%
     
 
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 15
 
 
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 8. Shared Voting Power
Owned by Each Reporting    
Person With  
13,374,000* (See Items 3 and 5)
     
  9. Sole Dispositive Power
     
    0
     
  10. Shared Dispositive Power
     
   
13,374,000* (See Items 3 and 5)
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
     
   
13,374,000* (See Items 3 and 5)
     
 
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)
     
   
9.6%
     
 
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 15
 

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 8. Shared Voting Power
Owned by Each Reporting    
Person With  
13,374,000* (See Items 3 and 5)
     
  9. Sole Dispositive Power
     
    0
     
  10. Shared Dispositive Power
     
   
13,374,000* (See Items 3 and 5)
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
     
   
13,374,000* (See Items 3 and 5)
     
 
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)
     
   
9.6%
     
 
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 15
 
 
Pursuant to Rule 13d-2 promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule 13D/A (this “Amendment No. 1”) amends the Schedule 13D filed on November 12, 2010 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”).  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, a New York limited liability company and the sole general partner of WP X LP ("WP X LLC"), (vi) Warburg Pincus Partners, LLC, a New York limited liability company and the sole member of WP X LLC ("WPP LLC"), (vii) Warburg Pincus LLC, a New York limited liability company that manages each of the Funds ("WP LLC"), (viii) Warburg Pincus & Co., a New York general partnership and the managing  member of WPP LLC, ("WP") 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, each of whom may be deemed to control the Funds, WP X LP, WP X LLC, WPP LLC, WP LLC and WP (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").  This Amendment No. 1 relates to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) of Xueda Education Group, an exempted company incorporated in the Cayman Islands (the “Company”).  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 (2) Ordinary Shares.  The principal executive offices of the Company are located at A-4 Xibahe Beili, Chaoyang District, Beijing F4 100028, People's Republic of China.
 
Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Original Schedule 13D.
 
Item 3.   Source and Amount of Funds or Other Consideration
 
Item 3 of the Schedule 13D is hereby amended to include the following:
 
On June 17, 2011, WP X LTD, Kaiyuan Technology Limited, a British Virgin Islands company (“Kaiyuan”) and Mr. Qiang DENG, entered into a Share Purchase Agreement (the “Kaiyuan Agreement”) pursuant to which WP X LTD agreed to purchase from Kaiyuan 1,250,000 Ordinary Shares at a purchase price of $4.00 per Ordinary Share in a private placement.  Kaiyuan is 100% beneficially owned by Mr. Qiang DENG, a Vice President of the Company.  Such transaction is expected to close promptly following approval by the Board of Directors of the Company to update the register of members of the Company to reflect such purchase.
 
A copy of the Kaiyuan Agreement is attached hereto as Exhibit F. The description of the abovementioned documents contained herein is qualified in its entirety by reference to Exhibit F, which is incorporated herein by reference.
 
Upon the closing of the transaction contemplated by the Kaiyuan Agreement (the “Kaiyuan Closing”), WP X LTD shall hold an aggregate of 13,374,000 Ordinary Shares of the Company (including 2,000,000 Ordinary Shares represented by ADS’s), representing 9.6% of the Company’s total outstanding Ordinary Shares as of May 20, 2011.  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 to be paid by WP X LTD to purchase the securities of the Company to be purchased pursuant to the Kaiyuan Agreement shall be $5,000,000.
 
Item 4.   Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended to include the following:
 
Kaiyuan Agreement
 
The description of the Kaiyuan Agreement set forth in Item 3 herein is hereby incorporated by reference in this Item 4.
 
Item 5.   Interest in Securities of the Issuer
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a)           The percentages used herein are calculated based upon the 139,918,640 Ordinary Shares that were outstanding as of May 20, 2011, as reported in the Company’s Form 20-F filed with the United States Securities and Exchange Commission on May 23, 2011.
 
Upon the consummation of the Kaiyuan Closing, WP X LTD shall be the direct owner of 13,374,000 Ordinary Shares, representing approximately 9.6% of the outstanding Ordinary Shares.  WP X shall be the indirect owner of 12,959,406 Ordinary Shares, representing approximately 9.3% of the outstanding Ordinary Shares. WPP X shall be the indirect owner of 414,594 Ordinary Shares, representing approximately 0.3% of the outstanding Ordinary Shares.  Accordingly, following the consummation of the
 
 

 
 
 
Page 12 of 15
 

Kaiyuan Closing, the Funds may be deemed to beneficially own an aggregate of 13,374,000 Ordinary Shares, representing approximately 9.6% of the outstanding Ordinary Shares.
 
Due to their respective relationships, each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 13,374,000 Ordinary Shares.  Each of the Funds, 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 to which such Reporting Persons do not have a pecuniary interest. 
 
(b)          Upon the consummation of the Kaiyuan Closing, each of  WP X LP, WP X LLC, WPP LLC, WP LLC, WP, Mr. Kaye and Mr. Landy shall be 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 13,374,000 Ordinary Shares.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Persons or any of their affiliates constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. 
 
(c)           Except for the transactions described in Items 3 and 4 above, during the last sixty (60) days there were no other transactions in the Ordinary Shares effected by the Reporting Persons, nor, to the best of their knowledge, any of their general partners, members or managing directors as set forth on Schedule I to the Original 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.
 
Item 6 of the Schedule 13D is hereby amended to include the following:
 
The Kaiyuan Agreement is described in Item 3 and Item 4 above, such summary being incorporated in this Item 6 by reference.  The summary of the Kaiyuan Agreement in this Schedule 13D is qualified in its entirety, a copy of which is attached hereto as Exhibit F.
 
Item 7.   Material to be filed as Exhibits
 
Item 7 of the Schedule 13D is hereby amended to include the following:
 
Exhibit F – Kaiyuan Agreement, dated June 17, 2011, between Kaiyuan Technology Limited, Mr. Qiang DENG and WP X Investments IV Ltd.
 

 
 
 
Page 13 of 15
 

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.
 
Dated:  June 21, 2011
WP X INVESTMENTS IV LTD.
 
 
  
 
 
 
  
 
 
By:
    /s/ Tara O'Neill  
 
 
 Name: Tara O’Neill
 
 
 
 Title: Director
 
 
 
  
 
 
 
  
 
Dated:  June 21, 2011
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:  June 21, 2011
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:  June 21, 2011
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
 
 
 
 
 
 
 
Page 14 of 15
 
 
Dated:  June 21, 2011
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:  June 21, 2011
WARBURG PINCUS PARTNERS, LLC
 
 
 
By: Warburg Pincus & Co., its managing member
 
 
  
 
 
 
  
 
 
By:
     /s/ Scott A. Arenare  
 
 
 Name: Scott A. Arenare
 
 
 
 Title: Partner
 
 
 
  
 
 
 
  
 
Dated:  June 21, 2011
WARBURG PINCUS & CO.
 
 
  
 
 
 
  
 
 
By:
     /s/ Scott A. Arenare  
 
 
 Name: Scott A. Arenare
 
 
 
 Title: Partner
 
       
       
Dated:  June 21, 2011 WARBURG PINCUS LLC  
       
       
  By:     /s/ Scott A. Arenare  
    Name: Scott A. Arenare  
    Title: Managing Director  
       
       
Dated:  June 21, 2011 CHARLES R. KAYE  
       
       
  By:     /s/ Scott A. Arenare  
    Scott A. Arenare, Attorney-in-fact*  
       
       
Dated: June 21, 2011
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.
 
 

 Page 15 of 15
 
 EX-1 2 exhibit-f.htm EXHIBIT F - SHARE PURCHASE AGREEMENT exhibit-f.htm

EXHIBIT F
 
KAIYUAN AGREEMENT
 
 
 
 
SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), made and entered into as of this 17th day of June, 2011, by and among Kaiyuan Technology Limited, a British Virgin Islands company (“Seller”), Mr. Qiang DENG (邓强), holder of Chinese Identity Card No. 110102196711032318 (“Principal”) and WP X Investments IV Ltd. (“Buyer”).

W I T N E S S E T H:

WHEREAS, Seller desires to sell 1,250,000 ordinary shares, par value $0.0001 per share (the “Shares”), of Xueda Education Group, an exempted company incorporated in the Cayman Islands (the “Company”), registered in the name of Seller, to Buyer and Buyer desires to buy the Shares from Seller:

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, and upon the terms and subject to the conditions hereinafter set forth, the parties do hereby agree as follows:

           1.           Sale and Purchase of Shares.

 
       (a)           Sale and Purchase. Subject to compliance with all of the terms and conditions of this Agreement, Seller agrees to sell, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, at the Closing (as hereinafter defined) the Shares for an aggregate of Five Million U.S. Dollars ($5,000,000) (the “Purchase Price”), subject to adjustment as provided in Section 1(c).
 
       (b)           The Closing.

(i)           The closing of the sales and purchases of the Shares pursuant to Section 1(a) (the “Closing”) shall take place at such time, place and date as Seller and Buyer shall agree (the “Closing Date”).

(ii)           At the Closing:

      (A)          Seller shall cause the Company to deliver (i) one or more duly executed duly instruments of transfer in original form, registered in the name of the Buyer, (ii) a certified true copy of the resolutions (the “Resolutions”) of the Board of Directors of the Company (the “Board”) approving the transactions contemplated hereby and thereby and instructing the registered office provider of the Company to update the Register of Members of the Company to evidencing the Shares being transferred to the Buyer; and (iii) a written receipt confirming the Seller’s receipt of the Purchase Price from the Buyer; and

 
  (B)           Buyer shall deliver to Seller the Purchase Price by wire transfer of immediately available funds to the account designated in Exhibit A hereto.
 

 

 
 
 

 
(c)           Adjustment in Connection with Share Changes.  If the Company, after the date of this Agreement, but prior to the Closing, shall combine or split its ordinary shares, the Shares shall be proportionately decreased or proportionately increased.
 
(d)           Representations and Warranties. The parties agree that in the event that the execution and delivery of this Agreement and the Closing pursuant to Section 1(a) do not occur simultaneously, the representations and warranties contained herein shall also be deemed to be made as of the Closing Date.

            (e)           Long-Stop Date.  If the Closing fails to occur on or prior to the tenth (10th) Business Day after the Board adopts the Resolutions (the “Long-Stop Date”), the Buyer and the Seller shall each have the right (but not the obligation) to terminate this Agreement and the transaction contemplated hereunder.  If either the Buyer or the Seller terminates this Agreement pursuant to this Section 1(d), the parties hereto shall be relieved of any and all of their obligations under this Agreement without prejudice to any accrued rights they may have and the Seller shall retain ownership of the Shares provided that Seller has returned to Buyer any of the Purchase Price that it has received from Buyer.  For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or Sunday, on which commercial banks are open for normal business in Hong Kong.
 
(f)           Efforts to Consummate Closing.  The Parties shall use best efforts to ensure that the Closing occurs prior to the Long-Stop Date.

 
2.          Representations, Warranties and Covenants of Seller.

 
(a)           Seller represents and warrants that it has been duly organized and is validly existing as a limited liability company in good standing in its jurisdiction of formation.

(b)           Seller represents and warrants that Principal is the sole shareholder and sole beneficiary of Seller.

(c)           Seller represents and warrants that it has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the execution, delivery and performance of this Agreement by Seller have been duly and validly authorized by all necessary corporate action.

(d)           Seller represents and warrants that the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, or constitute or result in a breach, default or violation under, any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Seller is a party or by which Seller is bound and will not violate, with or without notice or passage of time or both, any statute, law, rule, regulation or order of any court or governmental authority.

(e)           Seller represents and warrants that there is no authorization, consent, order or approval of, or notice to, or filing with, any governmental authority required to be obtained as a condition to the lawful consummation by Seller of the sale of the Shares pursuant to this Agreement.

 
 

 
2
 

(f)          Seller represents and warrants that this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforceability of creditors’ rights generally and except that the remedy of specific performance or similar equitable relief may be subject to equitable defenses and to the discretion of the court before which enforcement is sought.
 
(g)         Seller has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(h)         Seller represents it is entitled to receive the Purchase Price free of withholding of any tax.

(i)          Seller understands that Buyer may be in possession of material non-public information regarding the Company, that such information has not been disclosed to it by Buyer and that Seller waives any claims that it may have against the Buyer in connection with Buyer’s failure to disclose such information in connection with this Agreement.

(j)           If, after the date of this Agreement, Seller receives any distribution in cash or in kind in respect of the Shares, Seller shall cause the same to be delivered to Buyer at the earlier of the Closing or receipt and in the case of an in-kind distribution to use its best efforts to cause the property delivered to be registered in Buyer’s name.

(k)          If, after the date of this Agreement, but prior to the Closing, for any reason Seller is entitled to exercise any rights (including the right to vote) with respect to the Shares, Seller agrees that it shall act or refrain from acting, as may be appropriate, in respect of any request, act, decision or vote with respect to the Shares solely at the direction of Buyer.

(l)           No “directed selling efforts” (as defined in Rule 902 of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) have been made by the Seller, any of its affiliates or any person acting on its behalf with respect to any 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 Shares to the Buyer under this Agreement requiring registration under the Securities Act.

3.          Representations, Warranties and Covenants of Buyer.

(a)          Buyer represents and warrants that it has been duly organized and is validly existing as a limited liability company in good standing in its jurisdiction of formation.

(b)          Buyer represents and warrants that it has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the execution, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary corporate action.

(c)           Buyer represents and warrants that the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, or constitute or result in a breach, default or violation under, any

 

 
3
 

contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Buyer is a party or by which Buyer is bound and will not violate, with or without notice or passage of time or both, any statute, law, rule, regulation or order of any court or governmental authority.
 
(d)          Buyer represents and warrants that there is no authorization, consent, order or approval of, or notice to, or filing with, any governmental authority required to be obtained as a condition to the lawful consummation by Buyer of the purchase of the Shares pursuant to this Agreement.

(e)           Buyer represents and warrants that this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforceability of creditors’ rights generally and except that the remedy of specific performance or similar equitable relief may be subject to equitable defenses and to the discretion of the court before which enforcement is sought.

(f)            Buyer understands that Seller may be in possession of material non-public information regarding the Company, that such information has not been disclosed to it by Seller and that Buyer waives any claims that it may have against the Seller in connection with Seller’s failure to disclose such information in connection with this Agreement.

(g)           Buyer is not a “U.S. person” as defined in Rule 902 of Regulation S under the Securities Act.  Buyer has been advised and acknowledges that in selling the Shares to Buyer pursuant hereto, the Seller is relying upon the exemption from registration provided by Regulation S under the Securities Act.

4.          Representations and Warranties with Respect to the Shares.

(a)           Seller represents and warrants that Seller is the sole record and beneficial owner of the Shares and that the Shares are fully paid.

(b)           Seller represents and warrants that Seller has good and marketable title to the Shares and the right and authority to sell the Shares to Buyer pursuant to this Agreement.

(c)           Seller represents and warrants that upon payment for and delivery of Shares to Buyer at a Closing in accordance with the terms of this Agreement, Buyer shall be the owner of such Shares, free and clear of any lien, encumbrance or other adverse claim.

5.          Conditions to Buyer’s Obligations.

(a)           The obligations of the Buyer to purchase the Shares from the Seller are subject to the satisfaction, or the waiver by the Buyer, on or prior to the Closing Date, of the following conditions:

 (i)           the representations and warranties of the Seller 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

 
4
 

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;
 
(ii)           the Seller 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;

(iii)           the Company and the Buyer shall have entered into a letter agreement, in a form acceptable to the Buyer, pursuant to which the Company shall endeavor to grant to Buyer customary registration rights with respect to the Shares;

(iv)           the Buyer shall have received a certified true copy of the Resolutions of the Board approving the transactions contemplated hereby and thereby and instructing the registered office provider of the Company to update the Register of Members of the Company to evidencing the Shares being transferred to the Buyer;

(v)           the Seller shall have delivered to Buyer a certified true copy of the register of the members of the Seller dated within five (5) Business Days preceding the Closing; and

(vi)           there shall have been no Material Adverse Effect (as defined below) since the date of this Agreement.

(b)           For the purposes of this Section 5, “Material Adverse Effect” means a material adverse effect on the business (as presently conducted and proposed to be conducted), assets (including intangible assets), affairs, liabilities, condition (financial or otherwise), properties or results of operations of the Company.

6.          Conditions to Seller’s Obligations.  The obligations of the Seller to sell the Shares to the Buyer are subject to the satisfaction, or the waiver by the Seller, on or prior to the Closing Date, of the following conditions:

(a)           the representations and warranties of the Buyer contained in Section 3 shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing; and

(b)           all covenants, agreements and conditions contained in this Agreement to be performed by the Buyer on or prior to the Closing shall have been performed or complied with in all material respects.

7.          Covenants.

(a)           Register of Members.  Within three (3) business days after the Closing, Seller shall cause the Company to deliver a certified true copy of the register of the members of the Company, evidencing the Shares being transferred to the Buyer.



 
 
5
 

(b)           Filings and Registrations.  After the Closing, Seller shall in a timely manner duly complete all filings and registrations with relevant governmental authorities as
required by applicable laws and regulations to be obtained in connection with the sale of the Shares by Seller pursuant to this Agreement.
 
8.          Indemnity.  The Seller and the Principal shall, jointly and severally, indemnify and hold the Buyer 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 loss hereunder (collectively, “Losses”) resulting from or arising out of: (i) the breach of any representation or warranty of the Seller 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 the Seller 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 Seller and the Principal shall have no liability (for indemnification or otherwise) with respect to any Losses in excess of the aggregate total purchase price.

9.          Miscellaneous.

(a)           Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof. No amendment, modification or alteration of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the parties hereto.

(b)           Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns.

(c)           Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

(d)           Confidentiality. The Buyer and the Seller hereto acknowledge 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.

(e)           Fees and Expenses. All legal and other fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses. In the event that any party hereto shall commence

 

 
6
 

legal proceedings against any other party to enforce the terms hereof, or to declare rights hereunder, the prevailing party in any such proceeding shall be entitled to recover from the losing party its costs including, but not limited to, reasonable attorneys’ fees.
 
(f)            Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand or when mailed by registered or certified mail, postage prepaid, courier or when given by telex or facsimile transmission (promptly confirmed in writing), as follows:
 
   If to Seller / Principal:    
       
   Qiang DENG (邓强)    
   Room 1604, Building 4, Yard 3    
   Sanlihe North Street    
   Xicheng District, Beijing, China    
   100045    
       
   If to Buyer:    
       
   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    


(g)           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to such state’s conflicts of laws principles.

(h)           Arbitration. 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

 

 
7
 

irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award attachment, 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.
 
[Signature Page Follows]
 
 

 
8
 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.



 
     SELLER:  
       
     KAIYUAN TECHNOLOGY LIMITED  
       
       
     By   /s/ Qiang Deng  
         
     Its  Director   
       
       
       
     PRINCIPAL:  
         
     QIANG DENG (邓强)  
       
       
       
     /s/ Qiang Deng  
     (signature)  
 
 



                                                 

                                                 







                                           

 

 


SIGNATURE PAGE TO
SHARE PURCHASE AGREEMENT

 
 
 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.
 
 
 
     BUYER:  
       
     WP X INVESTMENTS IV LTD.  
       
       
     By  /s/ Sharmila Baichoo   
       Name:  Sharmila Baichoo  
     
Title:    Authorized Representative
  
       


 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                                      
 
 


SIGNATURE PAGE TO
SHARE PURCHASE AGREEMENT

 
 
 

EXHIBIT A
 
WIRING INSTRUCTIONS
 

WIRE TRANSFER INSTRUCTIONS
 
June 17, 2011

WP X Investments IV Ltd.
 
Reference is made to the Shares Purchase Agreement dated June 17, 2011 between Kaiyuan Technology Limited (the “Seller”), Mr. Qiang DENG (邓强) and WP X Investments IV Ltd. (the “Buyer”) pursuant to which the Seller has agreed to sell to the Buyer an aggregate of 1,250,000 ordinary shares, par value US$0.0001 per share, of Xueda Education Group (the “Ordinary Shares” and the Ordinary Shares so purchased, the “Purchased Shares”).
 
Please arrange for payment in the amount of US$5,000,000.00, representing payment in full of the aggregate purchase price for the Purchased Shares at a per share price of US$4.00, to the following account:
 
Beneficiary Bank
(开户银行):
 
[Intentionally Omitted]
Beneficiary Bank Address
(开户银行地址):
 
[Intentionally Omitted]
Beneficiary Name
(户主姓名):
 
[Intentionally Omitted]
Beneficiary Account Number
(帐户号):
 
[Intentionally Omitted]
SWIFT Code:
[Intentionally Omitted]

 
     SELLER:  
       
     KAIYUAN TECHNOLOGY LIMITED  
       
       
    By    /s/ Qiang Deng  
         
    Its    Director