Xueda Education (XUE) SC 13G/A Xueda Education Group

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO

FILED PURSUANT TO 13d-2

(Amendment No. 1)*

Xueda Education Group

(Name of Issuer)

Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

98418W109(1)

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

[Continued on following pages]

(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Ordinary Shares.

CUSIP No. 98418W109						Schedule 13G
	1	Name of Reporting Person Rubin Li
	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 21,150,930 Ordinary Shares
			6		Shared Voting Power 0
			7		Sole Dispositive Power 21,150,930  Ordinary Shares
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 21,150,930  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 16.2%
	12	Type of Reporting Person IN

2

CUSIP No. 98418W109						Schedule 13G
	1	Name of Reporting Person Goodor 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 21,150,930 Ordinary Shares
			6		Shared Voting Power 0
			7		Sole Dispositive Power 21,150,930  Ordinary Shares
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 21,150,930  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 16.2%
	12	Type of Reporting Person CO

3

CUSIP No. 98418W109						Schedule 13G
	1	Name of Reporting Person Leiou 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 21,150,930 Ordinary Shares
			6		Shared Voting Power 0
			7		Sole Dispositive Power 21,150,930  Ordinary Shares
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 21,150,930  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 16.2%
	12	Type of Reporting Person CO

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CUSIP No. 98418W109						Schedule 13G
	1	Name of Reporting Person Credit Suisse Trust Limited as Trustee of The Leiou 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 21,150,930 Ordinary Shares
			6		Shared Voting Power 0
			7		Sole Dispositive Power 21,150,930  Ordinary Shares
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 21,150,930  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 16.2%
	12	Type of Reporting Person OO

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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)   Rubin Li; (b)   Goodor Corporation (“Goodor”); (c)   Leiou Limited (“Leiou”); and (d)   Credit Suisse Trust Limited as Trustee of The Leiou Trust (“Trustee”).
Item 2(b).	Address of Principal Business Office, or, if none, Residence: For Rubin Li: A-4 Xibahe Beili, Chaoyang District Beijing 100028 People’s Republic of China For Goodor: Trinity Chambers, P.O.Box 4301 Road Town, Tortola British Virgin Islands For Leiou: The Bahamas Financial Centre Shirley and Charlotte Streets, P.O. Box N-3023, Nassau, Bahamas For Trustee: 1 Raffles Link #05-02 Singapore 039393
Item 2(c)	Citizenship: Mr. Li is a citizen of the Peoples Republic of China.  Goodor is a British Virgin Islands company.  Leiou is a Bahamas company. Trustee is a Singapore company.

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CUSIP No. 98418W109		Schedule 13G
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, 2013.  The percentage amounts are based on 130,669,020 Ordinary Shares outstanding as of March 26, 2013, as disclosed in the Issuer’s Form 20-F filed on April 3, 2013 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:
Rubin Li	21,150,930	16.2	%	21,150,930	0	21,150,930	0
Goodor	21,150,930	16.2	%	21,150,930	0	21,150,930	0
Leiou	21,150,930	16.2	%	21,150,930	0	21,150,930	0
Trustee	21,150,930	16.2	%	21,150,930	0	21,150,930	0

	Goodor is the record holder of 21,150,930 Ordinary Shares of the Issuer, including 666,000 Ordinary Shares represented by 333,000 American Depositary Shares which were purchased from the open market.  Goodor is 100% beneficially owned by Leiou, which in turn is wholly owned by the Trustee, with Mr. Rubin Li as settlor and Mr. Rubin Li and his family members as beneficiaries.  Mr. Rubin Li has voting and investment power with respect to these Ordinary Shares.  Mr. Rubin Li, Goodor, Leiou 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.
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

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CUSIP No. 98418W109		Schedule 13G
Item 10.	Certification.
	Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2014

Rubin Li
	/s/ Rubin Li
	Rubin Li
Goodor Corporation
By:	/s/ Rubin Li
	Name: Rubin Li
	Title: Director
Leiou Limited
By:	/s/ Valerie Wong & Dominik Birri
	Name:	Valerie Wong & Dominik Birri
	Title:	Authorized Signatories For and on behalf of Bakit Merah Limited As Corporate Director
Credit Suisse Trust Limited as Trustee of
The Leiou Trust
By:	/s/ Valerie Wong & Dominik Birri
	Name:	Valerie Wong & Dominik Birri
	Title:	Authorized Signatories For and on behalf of Credit Suisse Trust Limited

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CUSIP No. 98418W109 Schedule 13G

LIST OF EXHIBITS

Exhibit No.	Description
99.1	Joint Filing Agreement

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