SC 13G 1 a11-5592_2sc13g.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
Rubin Li

 

 

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
20,484,930 Ordinary Shares

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
20,484,930  Ordinary Shares

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
20,484,930  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
14.8%

 

 

12

Type of Reporting Person
IN

 

2


 

CUSIP No. 98418W109

Schedule 13G

 

 

1

Name of Reporting Person
Goodor 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
20,484,930 Ordinary Shares

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
20,484,930  Ordinary Shares

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
20,484,930  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
14.8%

 

 

12

Type of Reporting Person
CO

 

3


 

CUSIP No. 98418W109

Schedule 13G

 

 

1

Name of Reporting Person
Leiou 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
20,484,930 Ordinary Shares

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
20,484,930  Ordinary Shares

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
20,484,930  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
14.8%

 

 

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 Leiou 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
20,484,930 Ordinary Shares

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
20,484,930  Ordinary Shares

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
20,484,930  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
14.8%

 

 

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)   Rubin Li;

(b)   Goodor Corporation (“Goodor”);

(c)   Leiou Limited (“Leiou”); and

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

Item 2(b).

Address of Principal Business Office, or, if none, Residence:
For Rubin Li:

 

A-4 Xibahe Beili, Chaoyang District

Beijing 100028

People’s Republic of China

 

For Goodor:

 

Trinity Chambers, P.O.Box 4301

Road Town, Tortola

British Virgin Islands

 

For Leiou:

 

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. Li is a citizen of the Peoples Republic of China.  Goodor is a British Virgin Islands company.  Leiou is a Bahamas company. Trustee is a Singaporean company.

 

6


 

CUSIP No. 98418W109

Schedule 13G

 

 

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, 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:

 

 

Rubin Li

 

20,484,930

 

14.8

%

20,484,930

 

0

 

20,484,930

 

0

 

 

Goodor

 

20,484,930

 

14.8

%

20,484,930

 

0

 

20,484,930

 

0

 

 

Leiou

 

20,484,930

 

14.8

%

20,484,930

 

0

 

20,484,930

 

0

 

 

Trustee

 

20,484,930

 

14.8

%

20,484,930

 

0

 

20,484,930

 

0

 

 

 

Goodor is the record holder of 20,484,930 Ordinary Shares of the Issuer.  Goodor is 100% beneficially owned by Leiou, which in turn is wholly owned by the Trustee, as the trustee, on behalf of Mr. Rubin Li’s family trust.  Mr. Li has voting and investment power with respect to these Ordinary Shares.  Mr. Li, Goodor, Leiou 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

 

7


 

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

 

 

 

Rubin Li

 

 

 

 

 

 

/s/ Rubin Li

 

 

Rubin Li

 

 

 

 

 

Goodor Corporation

 

 

 

 

 

 

 

By:

/s/ Rubin Li

 

 

Name: Rubin Li

 

 

Title: Director

 

 

 

 

 

Leiou 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 Leiou 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

 

8


 

CUSIP No. 98418W109

Schedule 13G

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

9