0001104659-15-021583.txt : 20150323 0001104659-15-021583.hdr.sgml : 20150323 20150323082901 ACCESSION NUMBER: 0001104659-15-021583 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150323 DATE AS OF CHANGE: 20150323 GROUP MEMBERS: NEW SUPER GROUP 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-85750 FILM NUMBER: 15717744 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: Jiang Yufei CENTRAL INDEX KEY: 0001637138 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 9F,BLOCK A,THTF SCIENCE&TECHNOLOGY PLAZA STREET 2: NO.1, WANG ZHUANG ROAD, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100083 SC 13D 1 a15-7379_2sc13d.htm SC 13D

 

 

UNITED STATES

 

 

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 US$0.0001 per share

(Title of Class of Securities)

 

98418W109(1)

(CUSIP Number)

 

Yufei Jiang

9F, Block A, THTF Science & Technology Plaza

No. 1 Wang Zhuang Road, Haidian District

Beijing 100083

People’s Republic of China

Tel: +(86-10) 8318-9166

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 12, 2014

(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).

 

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

 


 

CUSIP No. 98418W109

 

 

1.

Name of Reporting Person
Yufei Jiang

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
People’s Republic of China

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
10,100,650 Ordinary Shares

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
10,100,650 Ordinary Shares

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,100,650 Ordinary Shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%(1)

 

 

14.

Type of Reporting Person
IN

 

(1)     The percentage is based on 124,659,037 Ordinary Shares issued and outstanding as of March 23, 2015 (excluding 7,587,784 unvested restricted shares), as provided by the Issuer.

 

2


 

CUSIP No. 98418W109

 

 

1.

Name of Reporting Person
New Super Group Limited

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
British Virgin Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
10,100,650 Ordinary Shares

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
10,100,650 Ordinary Shares

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,100,650 Ordinary Shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.1%(1)

 

 

14.

Type of Reporting Person
CO

 

(1)     The percentage is based on 124,659,037 Ordinary Shares issued and outstanding as of March 23, 2015 (excluding 7,587,784 unvested restricted shares), as provided by the Issuer.

 

3


 

Item 1.

Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to the ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), and American Depositary Shares (the “ADSs”), as evidenced by American Depositary Receipts, each representing two Ordinary Shares, of Xueda Education Group, an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”).  The ADSs are listed on the New York Stock Exchange under the symbol “XUE.”  The Issuer’s principal executive office is located at A-4 Xibahe Beili, Chaoyang District, Beijing 10028, People’s Republic of China.

 

 

Item 2.

Identity and Background

This Schedule 13D is being filed jointly, pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (a) Yufei Jiang, a citizen of the People’s Republic of China and (b) New Super Group Limited, a company organized under the laws of the British Virgin Islands (“New Super”). Yufei Jiang and New Super are together referred to in this Schedule 13D as the “Reporting Persons.” Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.

 

Mr. Yufei Jiang is a professional investor. The business address of Mr. Yufei Jiang is 9F, Block A, THTF Science & Technology Plaza, No. 1 Wang Zhuang Road, Haidian District, Beijing 100083, People’s Republic of China.

 

New Super’s principal business is making financial investments, and is wholly owned by Mr. Yufei Jiang.  The address of its principal office is P.O. Box 957, Offshore incorporation Centre, Road Town, Tortola, British Virgin Islands. Mr. Yufei Jiang is the sole director of New Super.  New Super does not have any executive officers.

 

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a 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.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Persons are filing this Schedule 13D to report the purchase by New Super of 10,100,650 Ordinary Shares from CDH Xueda Limited, a British Virgin Islands company (“CDH”), pursuant to a certain Share Purchase Agreement dated as of March 12, 2015, by and between New Super and CDH. The share purchase closed on March 13, 2015 (Hong Kong time). New Super paid an aggregate purchase price of US$11,337,980 for these Ordinary Shares at US$1.1225 per Ordinary Share.

 

New Super financed the share acquisition described above with capital contribution from Mr. Yufei Jiang’s personal funds.

 

4


 

Item 4.

Purpose of Transaction

The Reporting Persons acquired the Ordinary Shares covered by this Schedule 13D for long-term investment purposes and intend to review their investment in the Issuer on a continuous basis.

 

Other than as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Persons may, at any time, review or reconsider their position with respect to the Issuer and reserve the right to develop such plans or proposals.

 

 

Item 5.

Interest in Securities of the Issuer

(a) After the closing of all the transactions described in this Schedule 13 D, New Super is be the record holder of 10,100,650 Ordinary Shares, constituting approximately8.1% of the outstanding Ordinary Shares of the Issuer, based on 124,659,037 Ordinary Shares outstanding as of March 23, 2015 (excluding 7,587,784 unvested restricted shares), as provided by the Issuer.

 

(b) Mr. Yufei Zhang has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of, such Ordinary Shares.

 

(c) Except as set forth herein, the Reporting Persons have not effected any transaction in the Issuer’s Ordinary Shares during the past sixty (60) days.

 

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares or ADSs.

 

(e) Not applicable.

 

 

Item 6.

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

None.

 

5


 

Item 7.            Material to be Filed as Exhibits

 

Exhibit

 

Description

 

 

 

99.1

 

Joint Filing Agreement, dated as of March 23, 2016, by and among the Reporting Persons.

 

6


 

SIGNATURES

 

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

 

Dated:  March 23, 2015

 

 

Yufei Jiang

 

 

 

 

 

/s/ Yufei Jiang

 

Yufei Jiang

 

 

 

 

 

New Super Group Limited

 

 

 

 

 

By:

/s/ Yufei Jiang

 

Name:

Yufei Jiang

 

Title:

Director

 

7

 EX-99.1 2 a15-7379_2ex99d1.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 13D referred to below) on behalf of each of them of a statement on Schedule 13D (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 March 23, 2015.

 

 

 

Yufei JIANG

 

 

 

 

 

/s/ Yufei Jiang

 

Yufei Jiang

 

 

 

 

 

New Super Group Limited

 

 

 

 

 

By:

/s/ Yufei Jiang

 

Name:

Yufei Jiang

 

Title:

Director