[Table of Contents] [AMENDED AND RESTATED PLEDGE AGREEMENT THIS PLEDGE AGREEMENT ” (this “Agreement December 31, 2010 in Beijing: BETWEEN Pledgee: Xuecheng Century (Beijing) Information Technology Co., Ltd. Registered Address: Room 172, Building No. 1, 3 Xijing Road, Badachu High Technology Park, Shijingshan District, Beijing Pledgors: Jin Xin ID No.: 110105197702260013; Li Rubin ID No.: 372831197709070053; Yao Jinbo ID No.: 432321197610190959; Zhu Changyong] [List of Subsidiaries Wholly-Owned Subsidiaries 1. China Xueda Corporation Limited 2. Xuecheng Century (Beijing) Information Technology Co., Ltd. Consolidated Affiliated Entities 1. Beijing Xueda Information Technology Co., Ltd. EX-8.1 3 a2204257zex-8_1.htm EX-8.1] [CODE OF BUSINESS CONDUCT AND ETHICS OF XUEDA EDUCATION GROUP I. Purpose Xueda Education Group Company Code and its subsidiaries (the “ This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) SEC (iii) compliance with applicable governmental] [Certification by the Chief Executive Officer I, Xin Jin, certify that: 1. I have reviewed this annual report on Form 20-F of Xueda Education Group; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, Junfeng Gao, certify that: 1. I have reviewed this annual report on Form 20-F of Xueda Education Group; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (a) (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 7 a2204257zex-13_1.htm EX-13.1] [Certification by the Chief Financial Officer (a) (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 8 a2204257zex-13_2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No.333-171434 on Form S-8 of our report dated May 23, 2011 relating to the consolidated financial statements of Xueda Education Group, its subsidiaries, its variable interest entity (the “VIE”) and its VIE’s subsidiaries, appearing in the Annual Report on Form 20-F of]