[None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 130,377,436 Ordinary Shares o Yes x No o Yes x No x Yes o No x Yes o No Large accelerated filer o Accelerated filer x Non-accelerated filer o U.S.] [FIRSTLEAP EDUCATION SERIES A PREFERRED SHARES PURCHASE AGREEMENT July 9 , 20 12 TABLE OF CONTENTS Page 1. DEFINITIONS 2 1.1 Certain Defined Terms 2 1.2 Interpretation and Rules of Construction 7 2. SALE AND PURCHASE, CLOSING 8 2.1 Authorization 8 2.2 Agreement to Purchase and S a l e 8 2.3 Closing 8 2.4 Closing Deliverables] [Entrusted Loan Agreement Serial No.: 2012 Wei Dai Zi No. 036 Entrustor : Beijing Xueda Information Technology Co., Ltd. Address: Room 9506-9508, Building 3, Area 1, 19 Xinjiekouwai Avenue, Haidian District, Beijing Legal Representative: Li Rubin Telephone: 64278899 Entrustee : Bank of Beijing Co., Ltd., Shuangyushu Sub-branch Address: Jia 22 Shuangyushu Dongli, Haidian District, Beijing Manager: Wang Yi Telephone: 82116611] [Entrusted Loan Agreement Serial No.: 2012 Wei Dai Zi No. 116 Entrustor : Beijing Xueda Information Technology Co., Ltd. Address: No.4 Xibahebeili, Chaoyang District, Beijing Legal Representative: Li Rubin Telephone: 64278899 Entrustee : Bank of Beijing Co., Ltd., Shuangyushu Sub-branch Address: Jia 22 Shuangyushu Dongli, Haidian District, Beijing Manager: Wang Yi Telephone: 82116611 Borrower : Beijing Lebai Education Consulting Co.,] [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, Christine Lu-Wong, 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 a13-6623_1ex13d1.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 a13-6623_1ex13d2.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 reports dated April 3, 2013, relating to the consolidated financial statements of Xueda Education Group, its subsidiaries, its variable interest entity (the “VIE”) and its VIE’s subsidiaries (collectively, the “Group”) (which report expresses an unqualified]