0001104659-15-009973.txt : 20150213 0001104659-15-009973.hdr.sgml : 20150213 20150213085301 ACCESSION NUMBER: 0001104659-15-009973 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: CREDIT SUISSE TRUST LTD AS TRUSTEE OF THE MORNING RAIN TRUST GROUP MEMBERS: GOLDEN SECTION HOLDING CORP GROUP MEMBERS: GOLDEN SEED VENTURE 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85750 FILM NUMBER: 15609223 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: Jin Xin CENTRAL INDEX KEY: 0001510921 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: XUEDA EDUCATION GROUP A-4 XIBAHE BEILI STREET 2: CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100028 SC 13G/A 1 a15-4162_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO

FILED PURSUANT TO 13d-2

(Amendment No.3) *

 

Xueda Education Group

(Name of Issuer)

Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

98418W109(1)

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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).

 

[Continued on following pages]

 

(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Ordinary Shares.

 


 

CUSIP No. 98418W109

Schedule 13G

 

 

 

1

Name of Reporting Person
Xin Jin

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
People’s Republic of China

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
28,180,098 Ordinary Shares

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
28,180,098 Ordinary Shares

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
28,180,098 Ordinary Shares

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
22.9%

 

 

12

Type of Reporting Person
IN

 

2


 

CUSIP No. 98418W109

Schedule 13G

 

 

 

1

Name of Reporting Person
Golden Section Holding Corporation

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
28,180,098 Ordinary Shares

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
28,180,098 Ordinary Shares

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
28,180,098 Ordinary Shares

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
22.9%

 

 

12

Type of Reporting Person
CO

 

3


 

CUSIP No. 98418W109

Schedule 13G

 

 

 

1

Name of Reporting Person
Golden Seed Venture Limited

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Bahamas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
28,180,098 Ordinary Shares

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
28,180,098 Ordinary Shares

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
28,180,098 Ordinary Shares

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
22.9%

 

 

12

Type of Reporting Person
CO

 

4


 

CUSIP No. 98418W109

Schedule 13G

 

 

 

1

Name of Reporting Person
Credit Suisse Trust Limited as Trustee of The Morning Rain Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Singapore

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
28,180,098 Ordinary Shares

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
28,180,098 Ordinary Shares

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
28,180,098 Ordinary Shares

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
22.9%

 

 

12

Type of Reporting Person
OO

 

5


 

CUSIP No. 98418W109

Schedule 13G

 

 

 

Item 1(a).

Name of Issuer:
Xueda Education Group (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
A-4 Xibahe Beili, Chaoyang District

Beijing 100028

People’s Republic of China

 

Item 2(a).

Name of Person Filing:
This Schedule 13G is filed by and on behalf of:

(a)   Xin Jin;

(b)   Golden Section Holding Corporation (“Golden Section”);

(c)   Golden Seed Venture Limited (“Golden Seed”); and

(d)   Credit Suisse Trust Limited as Trustee of The Morning Rain Trust (“Trustee”).

Item 2(b).

Address of Principal Business Office, or, if none, Residence:
For Xin Jin:

A-4 Xibahe Beili, Chaoyang District

Beijing 100028

People’s Republic of China

 

For Golden Section:

Trinity Chambers, P.O.Box 4301

Road Town, Tortola

British Virgin Islands

 

For Golden Seed:

The Bahamas Financial Centre

Shirley and Charlotte Streets

P.O. Box N-3023, Nassau, Bahamas

 

For Trustee:

1 Raffles Link #05-02

Singapore 039393

Item 2(c).

Citizenship:
Mr. Jin is a citizen of the Peoples Republic of China.  Golden Section is a British Virgin Islands company.  Golden Seed is a Bahamas company. Trustee is a Singaporean company.

Item 2(d).

Title of Class of Securities:
Ordinary Shares

Item 2(e).

CUSIP Number:
98418W109

 

Item 3.

Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):

 

Not applicable.

 

6


 

CUSIP No. 98418W109

Schedule 13G

 

 

 

Item 4.

Ownership:

 

The following information with respect to the ownership of the Ordinary Shares of the Issuer by the persons filing this statement is provided as of December 31, 2014.  The percentage amounts are based on 122,860,624 Ordinary Shares outstanding, which is the total number of Ordinary Shares issued and outstanding as of March 28, 2014, as disclosed in the Issuer’s Form 20-F filed on March 31, 2014 with the Securities and Exchange Commission.

 

Reporting Person

 

Amount
beneficially owned:

 

Percent of class:

 

Sole power
to vote or
direct
the vote:

 

Shared
power to vote
or to direct
the vote:

 

Sole power to
dispose or to
direct the
disposition of:

 

Shared power
to dispose or to
direct the
disposition of:

 

Xin Jin

 

28,180,098

 

22.9

%

28,180,098

 

0

 

28,180,098

 

0

 

Golden Section

 

28,180,098

 

22.9

%

28,180,098

 

0

 

28,180,098

 

0

 

Golden Seed

 

28,180,098

 

22.9

%

28,180,098

 

0

 

28,180,098

 

0

 

Trustee

 

28,180,098

 

22.9

%

28,180,098

 

0

 

28,180,098

 

0

 

 

 

Golden Section is the record holder of 28,180,098 Ordinary Shares of the Issuer, including 740,418 Ordinary Shares represented by 370,209 American Depositary Shares which were purchased from the open market. Golden Section is 100% beneficially owned by Golden Seed, which in turn is wholly owned by the Trustee, with Mr. Xin Jin as settlor and Mr. Xin Jin and his family members as beneficiaries.  Mr. Xin Jin has voting and investment power with respect to these Ordinary Shares. Mr. Xin Jin, Golden Section, Golden Seed and the Trustee are making this single, joint filing pursuant to Rule 13d-1(k) of the Act because each of them is reporting as to the beneficial ownership of the same securities and because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing or anything contained herein shall be deemed to be an admission by the reporting persons that a group exists.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:   o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

The members of this group are set forth as reporting persons on Schedule 13G.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

 

Item 10.

Certification.

 

Not applicable.

 

7


 

CUSIP No. 98418W109

Schedule 13G

 

 

SIGNATURE

 

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: February 13, 2015

 

 

Xin Jin

 

 

 

/s/ Xin Jin

 

Xin Jin

 

 

 

 

 

Golden Section Holding Corporation

 

 

 

 

 

By:

/s/ Xin Jin

 

 

Name:

Xin Jin

 

 

Title:

Director

 

 

 

 

 

Golden Seed Venture Limited

 

 

 

 

 

By:

/s/ Jesmin Low & Mark John Farrell

 

 

Name:

Jesmin Low & Mark John Farrell

 

 

Title:

Authorized Signatories

 

 

 

For and on behalf of

 

 

 

Bukit Merah Limited

 

 

 

As Corporate Director

 

 

 

 

 

Credit Suisse Trust Limited as Trustee of The Morning Rain Trust

 

 

 

 

 

By:

/s/ Jesmin Low & Mark John Farrell

 

 

Name:

Jesmin Low & Mark John Farrell

 

 

Title:

Authorized Signatories

 

 

 

For and on behalf of

 

 

 

Credit Suisse Trust Limited

 

8


 

CUSIP No. 98418W109

Schedule 13G

 

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

9

 EX-99.1 2 a15-4162_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0001 per share, of Xueda Education Group, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Remainder of this page has been left intentionally blank.]

 


 

Signature Page

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2015.

 

 

 

Xin Jin

 

 

 

 

 

/s/ Xin Jin

 

Xin Jin

 

 

 

 

 

Golden Section Holding Corporation

 

 

 

 

 

By:

/s/ Xin Jin

 

 

Name: Xin Jin

 

 

Title: Director

 

 

 

 

 

 

 

Golden Seed Venture Limited

 

 

 

 

 

 

 

By:

/s/ Jesmin Low & Mark John Farrell

 

 

Name:

Jesmin Low & Mark John Farrell

 

 

Title:

Authorized Signatories

 

 

 

For and on behalf of

 

 

 

Bukit Merah Limited

 

 

 

As Corporate Director

 

 

 

 

 

 

 

Credit Suisse Trust Limited as Trustee of The Morning Rain Trust

 

 

 

 

 

 

 

By:

/s/ Jesmin Low & Mark John Farrell

 

 

Name:

Jesmin Low & Mark John Farrell

 

 

Title:

Authorized Signatories

 

 

 

For and on behalf of

 

 

 

Credit Suisse Trust Limited