0001104659-11-006971.txt : 20110214 0001104659-11-006971.hdr.sgml : 20110214 20110214060041 ACCESSION NUMBER: 0001104659-11-006971 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: CREDIT SUISSE TRUST LIMITED AS TRUSTEE OF THE XINYI TRUST GROUP MEMBERS: NIHAO CHINA CORPORATION GROUP MEMBERS: XINYI LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Yao Jinbo CENTRAL INDEX KEY: 0001510922 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: XUEDA EDUCATION GROUP A-4 XIBAHE BEILI STREET 2: CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100028 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-85750 FILM NUMBER: 11601931 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 SC 13G 1 a11-5592_3sc13g.htm SC 13G

	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

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, 2010

(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 Jinbo Yao

	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 14,452,980 Ordinary Shares

			6		Shared Voting Power 0

			7		Sole Dispositive Power 14,452,980 Ordinary Shares

			8		Shared Dispositive Power 0

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 14,452,980 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 10.4%

	12	Type of Reporting Person IN

CUSIP No. 98418W109						Schedule 13G

	1	Name of Reporting Person Nihao China 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 14,452,980 Ordinary Shares

			6		Shared Voting Power 0

			7		Sole Dispositive Power 14,452,980 Ordinary Shares

			8		Shared Dispositive Power 0

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 14,452,980 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 10.4%

	12	Type of Reporting Person CO

CUSIP No. 98418W109						Schedule 13G

	1	Name of Reporting Person Xinyi 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 14,452,980 Ordinary Shares

			6		Shared Voting Power 0

			7		Sole Dispositive Power 14,452,980 Ordinary Shares

			8		Shared Dispositive Power 0

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 14,452,980 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 10.4%

	12	Type of Reporting Person CO

CUSIP No. 98418W109						Schedule 13G

	1	Name of Reporting Person Credit Suisse Trust Limited as Trustee of The Xinyi 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 14,452,980 Ordinary Shares

			6		Shared Voting Power 0

			7		Sole Dispositive Power 14,452,980 Ordinary Shares

			8		Shared Dispositive Power 0

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 14,452,980 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 10.4%

	12	Type of Reporting Person OO

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) Jinbo Yao; (b) Nihao China Corporation (“Nihao China”); (c) Xinyi Limited (“Xinyi”); and (d) Credit Suisse Trust Limited as Trustee of The Xinyi Trust (“Trustee”).
Item 2(b).	Address of Principal Business Office, or, if none, Residence: For Jinbo Yao: A-4 Xibahe Beili, Chaoyang District Beijing 100028 People’s Republic of China For Nihao China: Trinity Chambers, P.O.Box 4301 Road Town, Tortola British Virgin Islands For Xinyi: 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. Yao is a citizen of the Peoples Republic of China. Nihao China is a British Virgin Islands company. Xinyi 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.

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, 2010. The percentage amounts are based on 138,328,640 Ordinary Shares outstanding as of December 31, 2010, as derived from the Issuer’s corporate records.

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:
Jinbo Yao	14,452,980	10.4	%	14,452,980	0	14,452,980	0
Nihao China	14,452,980	10.4	%	14,452,980	0	14,452,980	0
Xinyi	14,452,980	10.4	%	14,452,980	0	14,452,980	0
Trustee	14,452,980	10.4	%	14,452,980	0	14,452,980	0

	Nihao China is the record holder of 14,452,980 Ordinary Shares of the Issuer. Nihao China is 100% beneficially owned by Xinyi, which in turn is wholly owned by the Trustee, as the trustee, on behalf of Mr. Jinbo Yao’s family trust. Mr. Yao has voting and investment power with respect to these Ordinary Shares. Mr. Yao, Nihao China, Xinyi 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 repor ting 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

CUSIP No. 98418W109

Schedule 13G

Item 10.	Certification.
	Not applicable

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 14, 2011


	Jinbo Yao


		/s/ Jinbo Yao
		Jinbo Yao


	Nihao China Corporation


	By:		/s/ Jinbo Yao
			Name: Jinbo Yao
			Title: Director


	Xinyi Limited


	By:		/s/ Joni Sim & Tang Yang Ping
			Name:	Joni Sim & Tang Yang Ping
			Title:	Authorized Signatories For and on behalf of Bakit Merah Limited As Corporate Director


	Credit Suisse Trust Limited as Trustee of
	The Xinyi Trust


	By:		/s/ Joni Sim & Tang Yang Ping
			Name:	Joni Sim & Tang Yang Ping
			Title:	Authorized Signatories For and on behalf of Credit Suisse Trust Limited As Corporate Director

CUSIP No. 98418W109

Schedule 13G

LIST OF EXHIBITS

Exhibit No.		Description
99.1		Joint Filing Agreement

EX-99.1 2 a11-5592_3ex99d1.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 14, 2011.


Jinbo Yao


	/s/ Jinbo Yao
	Jinbo Yao


Nihao China Corporation


By:	/s/ Jinbo Yao
	Name: Jinbo Yao
	Title: Director


Xinyi Limited


By:	/s/ Joni Sim & Tang Yang Ping
	Name:	Joni Sim & Tang Yang Ping
	Title:	Authorized Signatories For and on behalf of Bakit Merah Limited As Corporate Director


Credit Suisse Trust Limited as Trustee of
The Xinyi Trust


By:	/s/ Joni Sim & Tang Yang Ping
	Name:	Joni Sim & Tang Yang Ping
	Title:	Authorized Signatories For and on behalf of Credit Suisse Trust Limited As Corporate Director