SC 13G/A 1 v368189_sc13ga.htm FORM SC13G/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

 

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, 2013
 
(Date of Event Which Requires Filing of this Statement)

 

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

 

¨ Rule 13d-1(b)

 

¨ 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 the disclosures provided in a prior cover page.

 

The information required in 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 of the Issuer.

 

 
 

 

CUSIP NO.: 98418W109

 

(1) NAME OF REPORTING PERSONS
  CDH Xueda Limited
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) ¨  
         
    (b) ¨  
         
(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    
  19,253,726 Ordinary Shares in the form of American Depositary Shares  (“ADSs”), each representing two Ordinary Shares of the Issuer. Each of CDH Venture Partners, L.P. and CDH Venture GP I Company Limited may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4)
(6) SHARED VOTING POWER    
  0
(7) SOLE DISPOSITIVE POWER    
  19,253,726 Ordinary Shares in the form of ADSs, each representing two Ordinary Shares of the Issuer. Each of CDH Venture Partners, L.P. and CDH Venture GP I Company Limited may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4)
(8) SHARED DISPOSITIVE POWER    
  0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  19,253,726 Ordinary Shares in the form of ADSs, each representing two Ordinary Shares of the Issuer
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  14.8%1
(12) TYPE OF REPORTING PERSON
  CO
               

 

1 Percentage calculated based on 130,377,436 Ordinary Shares issued and outstanding as of December 31, 2013.

 

 

1
 

 

CUSIP NO.: 98418W109

 

(1) NAME OF REPORTING PERSONS
  CDH Venture Partners, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) ¨  
         
    (b) ¨  
         
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
  Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (5) SOLE VOTING POWER    
  19,253,726 Ordinary Shares in the form of ADSs, each representing two Ordinary Shares of the Issuer. Each of CDH Xueda Limited and CDH Venture GP I Company Limited may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4)
(6) SHARED VOTING POWER    
  0
(7) SOLE DISPOSITIVE POWER    
  19,253,726 Ordinary Shares in the form of ADSs, each representing two Ordinary Shares of the Issuer. Each of CDH Xueda Limited and CDH Venture GP I Company Limited may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4)
(8) SHARED DISPOSITIVE POWER    
  0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  19,253,726 Ordinary Shares in the form of ADSs, each representing two Ordinary Shares of the Issuer.
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  14.8%2
(12) TYPE OF REPORTING PERSON
  PN
               

 

2 Percentage calculated based on 130,377,436 Ordinary Shares issued and outstanding as of December 31, 2013.

 

2
 

 
CUSIP NO.: 98418W109

 

(1) NAME OF REPORTING PERSONS
  CDH Venture GP I Company Limited
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) ¨  
         
    (b) ¨  
         
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
  Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (5) SOLE VOTING POWER    
  19,253,726 Ordinary Shares in the form of ADSs, each representing two Ordinary Shares of the Issuer. Each of CDH Xueda Limited  and CDH Venture Partners, L.P. may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4)
(6) SHARED VOTING POWER    
  0
(7) SOLE DISPOSITIVE POWER    
  19,253,726 Ordinary Shares in the form of ADSs, each representing two Ordinary Shares of the Issuer. Each of CDH Xueda Limited  and CDH Venture Partners, L.P. may also be deemed to have sole dispositive power with respect to the above shares. (See Item 4)
(8) SHARED DISPOSITIVE POWER    
  0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  19,253,726 Ordinary Shares in the form of ADSs, each representing two Ordinary Shares of the Issuer.
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ¨
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  14.8%3
(12) TYPE OF REPORTING PERSON
  CO
               

 

3 Percentage calculated based on 130,377,436 Ordinary Shares issued and outstanding as of December 31, 2013.

 

3
 

 

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) CDH Xueda Limited (“CDH Xueda”);
  (b) CDH Venture Partners, L.P. (“CDH Fund”); and
  (c) CDH Venture GP I Company Limited (“GP”).
   
Item 2(b). Address of Principal Business Office or, if None, Residence:
   
  For CDH Xueda:
   
  c/o CDH Investments Management (Hong Kong) Limited
  1503 Level 15, International Commerce Centre, 1 Austin Road West
  Kowloon, Hong Kong
   
  For CDH Fund:
   
  Ugland House, P.O. Box 309GT
  South Church Street, George Town
  Grand Cayman, KY1-1104
  Cayman Islands
   
  For GP:
   
  Ugland House, P.O. Box 309GT
  South Church Street, George Town
  Grand Cayman, KY1-1104
  Cayman Islands
   
Item 2(c). Citizenship:
   
  CDH Xueda is a British Virgin Islands company. CDH Fund is a Cayman Islands limited liability partnership. GP is a Cayman Islands 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  
   
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, 2013. The percentage amounts are based on 130,377,436 Ordinary Shares outstanding as of December 31, 2013, as derived from the Issuer’s corporate records.

 

4
 

 

      Number of shares as to which such person has:
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
CDH Xueda 19,253,726 14.8% 19,253,726 0 19,253,726 0
CDH Fund 19,253,726 14.8% 19,253,726 0 19,253,726 0
GP 19,253,726 14.8% 19,253,726 0 19,253,726 0

 

CDH Xueda is the record holder of 19,253,726 Ordinary Shares in the form of ADSs, each representing two Ordinary Shares of the Issuer. CDH Xueda is 100% owned by CDH Fund, whose general partner is GP and has the power to direct CDH Fund as to the voting and disposition of shares directly and indirectly held by CDH Fund.

 

The investment committee of GP comprises Shangzhi Wu, Shuge Jiao, Wenjiang Chen and William Hsu. Changes to the investment committee require the approval of the directors of GP. The directors of GP are nominated by the principal shareholders of GP, being (i) China Venture Team, L.P. and (ii) CDH Venture Holdings Company Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Shangzhi Wu, Shuge Jiao, Wenjiang Chen and William Hsu may be deemed to share beneficial ownership of the ordinary shares directly held by CDH Xueda. Each of Shangzhi Wu, Shuge Jiao, Wenjiang Chen and William Hsu disclaims the beneficial ownership of any of the shares of the issuer directly held by CDH Xueda, except to the extent of each of their pecuniary interests therein.

 

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: ¨

 

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 or Control Person:

 

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. Certifications:

 

Not applicable

 

5
 

 

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 12, 2014

 

CDH Xueda Limited
By: /s/ Kiang Hua Lew
 

Name: Kiang Hua Lew

Title: Director


 

CDH Venture Partners, L.P.

 

By: CDH Venture GP I Company Limited,
its general partner

 

By: /s/ William Hsu
 

Name: William Hsu

Title: Director


 

CDH Venture GP I Company Limited
 
By: /s/ William Hsu
 

Name: William Hsu

Title: Director


 
 

 

LIST OF EXHIBITS

 

Exhibit No.

  

Description 

     
99.1   Joint Filing Agreement