Form SC 13G/A Xueda Education Group Filed by: Yao Jinbo

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 98418W109

Schedule 13G

1

Name of Reporting Person
Jinbo Yao

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
10,972,720 Ordinary Shares

6

Shared Voting Power
0

7

Sole Dispositive Power
10,972,720 Ordinary Shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,972,720 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)
8.9%

12

Type of Reporting Person
IN

CUSIP No. 98418W109

Schedule 13G

1

Name of Reporting Person
Nihao China 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
10,972,720 Ordinary Shares

6

Shared Voting Power
0

7

Sole Dispositive Power
10,972,720 Ordinary Shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,972,720 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)
8.9%

12

Type of Reporting Person
CO

CUSIP No. 98418W109

Schedule 13G

1

Name of Reporting Person
Xinyi 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
10,972,720 Ordinary Shares

6

Shared Voting Power
0

7

Sole Dispositive Power
10,972,720 Ordinary Shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,972,720 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)
8.9%

12

Type of Reporting Person
CO

CUSIP No. 98418W109

Schedule 13G

1

Name of Reporting Person
Credit Suisse Trust Limited as Trustee of The Xinyi 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
10,972,720 Ordinary Shares

6

Shared Voting Power
0

7

Sole Dispositive Power
10,972,720 Ordinary Shares

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,972,720 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)
8.9%

12

Type of Reporting Person
OO

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)   Jinbo Yao;

(b)   Nihao China Corporation (“Nihao China”);

(c)   Xinyi Limited (“Xinyi”); and

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

Item 2(b).

Address of Principal Business Office, or, if none, Residence:
For Jinbo Yao:

A-4 Xibahe Beili, Chaoyang District
Beijing 100028
People’s Republic of China

For Nihao China:

Trinity Chambers, P.O. Box 4301
Road Town, Tortola
British Virgin Islands

For Xinyi:

The Bahamas Financial Centre,

Shirley and Charlotte Streets

P.O. Box N-3023, Nassau, Bahamas

For Trustee:

1 Raffles Link #05-02

Singapore 039393

CUSIP No. 98418W109

Schedule 13G

Item 2(c).

Citizenship:
Mr. Yao is a citizen of the People’s Republic of China. Nihao China is a British Virgin Islands company.  Xinyi is a Bahamas company. Trustee is a Singaporean company.

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, 2014. The percentage amounts are based on 122,860,624 Ordinary Shares outstanding, which is the total number of Ordinary Shares issued and outstanding as of March 28, 2014, as disclosed in the Issuer’s Form 20-F filed on March 31, 2014 with the Securities and Exchange Commission.

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:

Jinbo Yao

10,972,720

8.9%

10,972,720

0

10,972,720

0

Nihao China

10,972,720

8.9%

10,972,720

0

10,972,720

0

Xinyi

10,972,720

8.9%

10,972,720

0

10,972,720

0

Trustee

10,972,720

8.9%

10,972,720

0

10,972,720

0

Nihao China is the record holder of 10,972,720 Ordinary Shares of the Issuer. Nihao   China is 100% beneficially owned by Xinyi, which in turn is wholly owned by the Trustee, as the trustee, on behalf of Mr. Jinbo Yao’s family trust. Mr. Yao has voting and investment power with respect to these Ordinary Shares. Mr. Yao, Nihao China, Xinyi 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. The Trustee disclaims beneficial ownership of the ordinary shares.  The filing of this Schedule 13G should not be deemed an admission that the Trustee is the beneficial owner of such ordinary shares for any purpose.

CUSIP No. 98418W109

Schedule 13G

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.

Item 10.

Certification.

Not applicable.

CUSIP No. 98418W109

Schedule 13G

Dated: February 13, 2015

Jinbo Yao

/s/ Jinbo Yao

Jinbo Yao

Nihao China Corporation

By:

/s/ Jinbo Yao

Name: Jinbo Yao

Title: Director

Xinyi Limited

By:

/s/ Jesmin Low & Mark John Farrell

Name: Jesmin Low & Mark John Farrell

Title: Authorized Signatories

For and on behalf of

Bakit Merah Limited

As Corporate Director

Credit Suisse Trust Limited as Trustee of The Xinyi Trust

By:

/s/ Jesmin Low & Mark John Farrell

Name: Jesmin Low & Mark John Farrell

Title: Authorized Signatories

For and on behalf of

Credit Suisse Trust Limited

CUSIP No. 98418W109

Schedule 13G

Exhibit No.

Description

99.1

Joint Filing Agreement

Jinbo Yao

/s/ Jinbo Yao

Jinbo Yao

Nihao China Corporation

By:

/s/ Jinbo Yao

Name: Jinbo Yao

Title: Director

Xinyi Limited

By:

/s/ Jesmin Low & Mark John Farrell

Name:

Jesmin Low & Mark John Farrell

Title:

Authorized Signatories

For and on behalf of

Bakit Merah Limited

As Corporate Director

Credit Suisse Trust Limited as Trustee of The Xinyi Trust

By:

/s/ Jesmin Low & Mark John Farrell

Name:

Jesmin Low & Mark John Farrell

Title:

Authorized Signatories

For and on behalf of

Credit Suisse Trust Limited