美股上市：学大教育招股书.docx

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORMF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF1933Xueda Education Group(Exact name of Registrant as Specified in its Charter)Cayman Islands(State or Other Jurisdiction ofIncorporation or Organization)8200(Primary Standard IndustrialClassification Code Number)Not Applicable(I.R.S. EmployerIdentification Number)A-4 Xibahe BeiliChaoyang DistrictBeijing 100028Peoples Republic of ChinaTelephone: (8610) 6427-8899(Address and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)Law Debenture Corporate ServicesInc.400 Madison Avenue, 4thFloorNew York, New York 10017, United States(212)750-6474(Name, Address and Telephone Number, Including Area Code, of Agent for Service)Copies to:Leiming ChenSimpson Thacher& BartlettLLP35thFloor, ICBC Tower3 Garden RoadCentral, Hong Kong(852)2514-7600Howard ZhangDavis Polk& WardwellLLP26/F, Twin Towers (West)B12 Jian Guo Men Wai Avenue, Chaoyang DistrictBeijing 100022, China(8610) 8567-5000Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule415 under the Securities Act of 1933, check the following box.oIf this Form is filed to register additional securities for an offering pursuant to Rule462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.oIf this Form is a post-effective amendment filed pursuant to Rule462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.oIf this Form is a post-effective amendment filed pursuant to Rule462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.oCALCULATION OF REGISTRATION FEETitle of Each Class of Securitiesto be Registered(1)ProposedMaximum AggregateOffering Price(2)(3)Amount ofRegistration FeeOrdinary shares, par value $0.0001 per share$80,000,000$9,288(1)American depositary shares, or ADSs, evidenced by American depositary receipts issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on FormF-6 (File No.333-169976). Each ADS represents two ordinary shares.(2)Includes (a)ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their over-allotment option and (b)all ordinary shares represented by ADSs initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public.(3)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule457(o) under the Securities Act of 1933, as amended.The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall filea further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section8(a), may determine.The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Subject to Completion. Dated, 2011Xueda Education GroupAmerican Depositary SharesRepresentingOrdinary SharesThe selling shareholders identified in this prospectus, including certain of our directors and executive officers who are beneficial owners of our ordinary shares, are offering an aggregate ofAmerican depositary shares, or ADSs. Each ADS represents two ordinary shares, par value $0.0001 per share. We will not receive any proceeds from the ADSs sold by the selling shareholders.Our ADSs are listed on the New York Stock Exchange, or the NYSE, under the symbol XUE. On May24, 2011, the closing price of our ADSs on the NYSE was $10.52 per ADS.Investing in our ADSs involves a high degree of risk. See Risk Factors beginning on page12.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.Per ADSTotalPublic offering price$Underwriting discount$Proceeds, before expenses, to the selling shareholders$The selling shareholders have granted to the underwriters an option to purchase up to an aggregate of additionalADSs at the public offering price, less the underwriting discount, within 30days from the date of this prospectus.The underwriters expect to deliver the ADSs to purchasers on or about, 2011.Goldman Sachs (Asia) L.L.C.Barclays CapitalProspectus dated, 2011.TABLE OF CONTENTSPageProspectus Summary1Risk Factors12Forward-Looking Statements46Use of Proceeds47Dividend Policy47Capitalization48Dilution49Market Price Information for Our ADSs50Exchange Rate Information51Enforcement of Civil Liabilities52Our History and Corporate Structure54Selected Consolidated Financial and Operating Data60Managements Discussion and Analysis of Financial Condition and Results of Operations63Our Industry96Our Business100Regulations118Management128Principal Shareholders136Related Party Transactions139Description of Share Capital140Description of American Depositary Shares151Shares Eligible for Future Sale161Taxation163Underwriting170Legal Matters176Experts176Where You Can Find More Information176Index to Consolidated Financial StatementsF-1No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.Neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.iPROSPECTUS SUMMARYThis summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our ADSs. You should carefully read the entire prospectus, including Risk Factors and the financial statements and related notes appearing elsewhere in this prospectus, before making an investment decision.Our BusinessWe are the leading national provider of tutoring services for primary and secondary school students in China with a focus on offering personalized tutoring services. We are the largest provider of primary and secondary school tutoring services in China in terms of revenue for the year of 2009, according to International Data Corporation, or IDC, an independent market research firm. According to a 2010 market research report issued by IDC, or the IDC report, in 2009, our market share was the largest among primary and secondary school tutoring service providers in China, accounting for approximately 0.42% of the highly fragmented market, in which the top five players by revenue held an aggregate of 1.6% market share. We believe our leadership position and the fragmentation of the market provide us with significant growth opportunities. According to the IDC report, we operate the largest tutoring service network in terms of number of cities covered as of June30, 2010. Since opening our first learning center in 2004, we have organically built an extensive tutoring service network comprised of 218 learning centers and over 10,100 full-time service professionals, serving customers located in 54 economically developed cities across 27 of Chinas 31 provinces and municipalities as of March31, 2011.We have established Xueda as a leading brand in Chinas tutoring sector. According to the IDC report, Xueda is one of only a few nationwide, highly-recognized Chinese education brands. In 2010, we were named an Education Institution with A Top National Brand by T, one of the largest and most used Internet service providers in China. In 2011, S, one of the most visited Internet portals in China, named us one of the 2010 A-List After-School Education Institutions. We believe our strong brand helps us reach a broad customer base and has contributed to our rapid growth.As a pioneer in providing personalized tutoring services in China, we strive to help students improve their academic performance and reach their potential by building on their strengths, filling in knowledge gaps, inspiring interest in learning, cultivating good study habits and fostering self-confidence. We have developed and implemented a results-oriented, student-centric service delivery model. Compared to the conventional, class-based tutoring, our service model features personalized tutoring services tailored to each of our students needs and preferences and delivered by a dedicated team of full-time service professionals primarily through one-on-one tutoring. As such, we believe we are a provider of premium tutoring services. By helping students improve academic performance and become motivated and well-rounded learners, we have won the trust of tens of thousands of students and parents, which has in turn helped us further enhance our brand awareness and customer loyalty.As a result of our strong brand and effective service model, our business has experienced rapid growth.l Service Network.We expanded our tutoring service network from 108 learning centers in 28 cities in 2008 to 131 learning centers in 33 cities in 2009 and 207 learning centers in 53 cities in 2010. As of March31, 2011, we operated 218 learning centers in 54 cities, including some of Chinas most economically developed cities such as Beijing, Guangzhou, Shanghai, Tianjin, Shenzhen, Chongqing, Nanjing and Wuhan.1l Students Served.We increased the number of students served each year from approximately 27,100 in 2008, to approximately 54,100 in 2009 and approximately 89,000 in 2010. In the three months ended March31, 2011, we served approximately 56,700 students, compared to approximately 36,700 for the same period in 2010.l Course Hours Delivered.We increased the course hours delivered each year from approximately 1.8million hours in 2008, to approximately 3.9million hours in 2009, and to approximately 7.0million course hours in 2010. For the three months ended March31, 2011, we delivered approximately 2.2million course hours, compared to approximately 1.5million hours for the same period in 2010.l Financial Performance.Our net revenue increased significantly from $4.4million in 2007 to $34.1million, $77.2million and $154.1million in 2008, 2009 and 2010, respectively, representing a CAGR of 227%. From the three months ended March31, 2010 to the three months ended March31, 2011, our net revenue increased from $30.9million to $50.8million. We recorded annual net losses of $6.0million, $12.5million and $1.6million in 2007, 2008 and 2009, respectively. We generated net income of $10.3million in 2010. For the three months ended March31, 2011, we generated net income of $5.9million, compared to net income of $3.4million for the three months ended March31, 2010.We conduct our tutoring business through our variable interest entity, or VIE, and its subsidiaries and schools located in 54 cities in China as of March31, 2011. Although we do not hold any equity interest in our VIE, we exercise effective control over and receive substantially all of the economic benefits from our VIE and its subsidiaries and schools through a series of contractual arrangements with our VIE and its shareholders.Our IndustryChinas private educational services market is large and growing as a result of strong economic growth, an increasingly large and affluent urban population, cultural emphasis on the importance of education and positive correlation between higher education and higher income.Education needs in China have historically been met by a public school system run by the Ministry of Education, or the MOE. The quality of schools and teachers in public school system varies widely, and teachers are often over-worked due to the typically large class size. According to the MOE, the average class size of urban primary and secondary schools in China in 2008 was approximately 50 students per class. These issues have led to a strong demand for supplementary educational service in China. However, supply of supplementary educational service is limited by certain government regulations restricting public school teachers from providing paid after-school tutoring services, and also by the fact that parents are often not well suited to tutor their children due to changing curriculum and their own work schedule.Given the high demand for supplementary educational services and a lack of viable alternatives to tutoring, there is a vibrant market for tutoring services. According to the IDC report, spending for tutoring services at the primary and secondary school levels will increase significantly from RMB131.9billion ($20.1billion) in 2009 to RMB220.6billion ($33.7billion) in 2014, representing a CAGR of 10.8%.The tutoring services market can be segmented into two subsectors according to teaching models: class-based tutoring and personalized tutoring. According to the IDC report, total spending in the personalized tutoring subsector for primary and secondary school students were RMB38.6billion ($5.9billion) for 2009, which is expected to grow to RMB71.9billion ($11.0billion) in 2014, at a CAGR of 13.3%, compared to the projected CAGR of 9.8% for the class-based tutoring subsector during the same period.2Our Competitive StrengthsWe believe the following competitive strengths have contributed to, and continue to reinforce, our leadership position in Chinas tutoring services sector and will continue to drive our future growth:l Differentiated, personalized service model;l Extensive nationwide learning center network;l Leading national brand;l Scalable operating platform;l Expertise in building and managing a large full-time service team; andl Experienced and professional management team.Our Growth StrategiesOur goal is to further strengthen our leadership position in Chinas primary and secondary school tutoring sector, and continue to expand our market share in the highly fragmented private educational services market in China. We intend to leverage our established leading market position and strong brand in pursuing the following strategies:l Further improve existing learning centers performance;l Increase market penetration and continue geographical expansion;l Continue to develop and diversify service offerings;l Continue to optimize operating platform; andl Selectively pursue strategic alliances and complementary acquisitions.Our ChallengesOur business and successful execution of our strategies are subject to certain challenges, risks and uncertainties related to our business and our industry, regulation of our business and corporate structure and doing business in China.The challenges, risks and uncertainties we face include, but are not limited to:l our ability to continue to attract and retain students and service professionals;l our ability to achieve and maintain profitability, especially in light of our past net losses;l our ability to manage our business expa