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Going private transaction by certain issuers

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3
(Amendment No. 2)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934

Xueda Education Group
(Name of the Issuer)

Xueda Education Group
Xiamen Insight Investment Co., Ltd.
Xueda Acquisition Limited
Rubin Li
Goodor Corporation
Xin Jin
Golden Section Holding Corporation
Jinbo Yao
Nihao China Corporation
(Names of Persons Filing Statement)

Ordinary Shares, par value $0.0001 per share
American Depositary Shares, each representing two Ordinary Shares
(Title of Class of Securities)

98418W109
(CUSIP Number)

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

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction:

Calculation of Filing Fee

TABLE OF CONTENTS

INTRODUCTION

This Amendment No. 1 to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this "Transaction Statement"), is being filed with the Securities and Exchange Commission pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) Xueda Education Group, an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands (the "Company"), the issuer of the ordinary shares, par value $0.0001 per share (each, a "Share" and collectively, the "Shares"), including the Shares represented by the American depositary shares, each representing two Shares ("ADSs"); (b) Xiamen Insight Investment Co., Ltd., a joint stock company established and existing under the laws of the People's Republic of China ("Parent"); (c) Xueda Acquisition Limited ("Merger Sub"), an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent formed solely for the purpose of effecting the merger; (d) Mr. Rubin Li, the chairman of the board of directors of the Company ("Mr. Li"); (e) Goodor Corporation, a British Virgin Islands company 100% beneficially owned by Mr. Li; (f) Mr. Xin Jin, a director and the chief executive officer of the Company ("Mr. Jin"); (g) Golden Section Holding Corporation, a British Virgin Islands company 100% beneficially owned by Mr. Jin; (h) Mr. Jinbo Yao, a director of the Company ("Mr. Yao"); and (i) Nihao China Corporation, a British Virgin Islands company 100% beneficially owned by Mr. Yao. Mr. Li, Mr. Jin and Mr. Yao are each referred to herein as a "Founder" and collectively the "Founders." Mr. Li, Goodor Corporation, Mr. Jin, Golden Section Holding Corporation, Mr. Yao and Nihao China Corporation are each referred to herein as a "Founder Party" and collectively as the "Founder Parties." Parent and the Founder Parties are each referred to herein as a "member of the Buyer Group" and collectively as the "Buyer Group." The Founders, each through his wholly-owned PRC investment company, have entered into share purchase agreements, to be effective pending the conditions set forth therein, to purchase newly-issued shares of Parent for cash pursuant to a proposed private placement of Parent's shares which is expected to close after the completion of the merger.

On July 26, 2015, Parent and the Company entered into an agreement and plan of merger (the "merger agreement") which included a plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Exhibit A to the merger agreement (the "plan of merger"). According to the merger agreement, Parent shall form an exempted company with limited liability under the laws of the Cayman Islands, Merger Sub, as a new wholly-owned subsidiary of Parent, and cause Merger Sub to join the merger agreement. If the merger agreement and the plan of merger are approved and authorized by the Company's shareholders and the other conditions to the closing of the merger (as described below) are met or waived, Merger Sub will merge with and into the Company (the "merger"), with the Company continuing as the surviving company after the merger as a wholly-owned subsidiary of Parent.

If the merger is completed, subject to the terms of the merger agreement, each Share, other than (a) Shares beneficially owned by the Company or its subsidiaries, (b) any Shares, including Shares held by Citibank, N.A., in its capacity as ADS depositary (the "ADS depositary") in respect of ADSs, reserved (but not yet allocated) by the Company for issuance by the Company upon exercise by the holders of any option or the exercise by the holders of any restricted share unit to receive Shares, or the conversion by the holders of any restricted share unit to Shares, and (c) Shares ("Dissenting Shares") owned by holders who have validly exercised and not effectively withdrawn or lost their right to dissent from the merger pursuant to Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the "Cayman Companies Law") (Shares described under (a) through (c) above are collectively referred to herein as the "Excluded Shares"), will be cancelled and cease to exist in exchange for the right to receive $2.75 in cash per Share without interest payable in accordance with the procedures set forth in the merger agreement. As each ADS represents two

Shares, each ADS issued and outstanding immediately prior to the effective time of the merger, other than ADSs representing Excluded Shares, will represent the right to receive $5.50 in cash per ADS without interest (less a cancellation fee of $0.05 per ADS pursuant to the terms of the deposit agreement, dated as of November 5, 2010, by and among the Company, the ADS depositary and the holders and beneficial owners of ADSs issued thereunder (the "ADS deposit agreement")), which will be distributed by the ADS depositary to the holders of such ADSs net of any applicable withholding taxes. The Excluded Shares (other than Dissenting Shares) will be cancelled for no consideration. Dissenting Shares will be cancelled and each holder thereof will be entitled to receive only the payment of the fair value of such Dissenting Shares held by them determined in accordance with the provisions of the Cayman Companies Law.

In addition, at the effective time of the merger, the Company will terminate its 2009 Share Incentive Plan and any relevant award agreements with respect thereto, and each option, restricted share unit and restricted share granted under the 2009 Share Incentive Plan that is outstanding, whether or not vested, and whether or not exercisable or convertible for Shares, as applicable, will be cancelled. Each option holder will, in consideration for such cancellation, be paid promptly and no later than five business days after the effective time of the merger, a cash amount equal to (i) the excess, if any, of $2.75 over the exercise price of each option then held by such holder, multiplied by (ii) the number of Shares underlying such option, provided that if the exercise price of such option is equal to or greater than $2.75, such option shall be cancelled without payment of any consideration.

Furthermore, each holder of restricted share units or restricted shares that are cancelled at the effective time of the merger will, in consideration for such cancellation, be paid as soon as reasonably practicable following the effective time of the merger, a cash amount equal to $2.75 multiplied by the number of Shares underlying such restricted share units or restricted shares.

The merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including obtaining the requisite authorizations and approvals of the shareholders of the Company and the shareholders of Parent. In order for the merger to be completed, the merger agreement, the plan of merger and the merger must be authorized and approved by a special resolution of the Company passed by an affirmative vote of holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting...


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