[1. Name Of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Orchid Asia VI, L.P. 2. Check The Appropriate Box if a Member of a Group (a) [ ] (b) [ ] N/A 3. SEC Use Only 4. Citizenship or Place of Organization: Cayman Islands Number Of Shares Beneficially Owned By Each Reporting Person With: 0 5. Sole]
[Title of each class Name of each exchange on which registered American Depositary Shares, each representing one Class A ordinary share, par value US$0.001 per share The NASDAQ Stock Market LLC (The NASDAQ Global Select Market) Class A ordinary shares, par value US$0.001 per share The NASDAQ Stock Market LLC (The NASDAQ Global Select Market)* * Not for trading, but] [REGISTRATION RIGHTS AGREEMENT by and between Tarena International, Inc. and Talent Fortune Investment Limited Table of Contents Page Article I Definitions 1 1.1 Defined Terms. 1 1.2 Other Definitional Provisions; Interpretation 4 Article II Registration Rights 5 2.1 Securities Act Registration on Request. 5 2.2 Piggyback Registration. 7 2.3 Expenses. 8 2.4 Registration Procedures. 9 2.5 Underwritten Offerings. 12 2.6] [List of Major Subsidiaries and Variable Interest Entities Name Jurisdiction Incorporation Affiliate Relationship with Tarena Hong Kong Limited Hong Kong Wholly-owned subsidiary Tarena Software Technology (Hangzhou) Co., Ltd. PRC Wholly-owned subsidiary Tarena Technologies Inc. PRC Wholly-owned subsidiary Shenyang Tarena Technology Co., Ltd. PRC Wholly-owned subsidiary Jinan Tarena Software Co., Ltd. PRC Wholly-owned subsidiary Qingdao Tarena Software Technology Co., Ltd. PRC] [I, Shaoyun Han, certify that: 1. I have reviewed this Annual Report on Form 20-F of Tarena International, Inc.; 2. Based on my knowledge, this 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 circumstances under which such statements were made,] [I, Yuduo Yang, certify that: 1. I have reviewed this Annual Report on Form 20-F of Tarena International, Inc.; 2. Based on my knowledge, this 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 circumstances under which such statements were made,] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 20, 2016 Shaoyun Han Chief Executive Officer] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 20, 2016 Yuduo Yang Chief Financial Officer] [April 20, 2016 Matter No.: 822393 Doc Ref: 102510014 852 2842 9556 Christopher.bickleyl@conyersdill.com Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza A18 Bei San Huan West Road Haidian District The People’s Republic of China Dear Sirs, Tarena International, Inc. Re: Annual Report SEC We consent to the reference to our firm under the heading “Item 10. Additional Information —] [[Han Kun Law Offices Letterhead] April 20, 2016 Tarena International, Inc. Dear Sir/Madam: Annual Report SEC We hereby consent to the reference of our name under the heading “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure,” “Item 4. Information on the Company—C. Organizational Structure” and “Item 10. Additional Information—E. Taxation—People’s Republic of China Taxation” in Tarena International,] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements on Form S-8 (No. 333-204494 and No. 333-197226) of Tarena International, Inc. of our report dated April 20, 2016, with respect to the consolidated balance sheets of Tarena International, Inc. as of December 31, 2014 and 2015, and the related consolidated statements]
[Tarena International, Inc. Announces Results for the Fourth Quarter 2015 and Fiscal Year 2015 Fourth Quarter Net Revenues Increased by 51.2% Year-Over-Year, Exceeding Guidance Fourth Quarter Net Income Increased by 92.2% Year-Over-Year Non-GAAP Fourth Quarter Net Income Increased by 86.8% Year-Over-Year Fiscal Year Net Revenues Increased by 38.9% Year-Over-Year, Exceeding Guidance Fiscal Year Net Income Increased by 16.3% Year-Over-Year Non-GAAP] []
[Tarena International, Inc. Announces Results for the Fourth Quarter 2015 and Fiscal Year 2015 Fourth Quarter Net Revenues Increased by 51.2% Year-Over-Year, Exceeding Guidance Fourth Quarter Net Income Increased by 92.2% Year-Over-Year Non-GAAP Fourth Quarter Net Income Increased by 86.8% Year-Over-Year Fiscal Year Net Revenues Increased by 38.9% Year-Over-Year, Exceeding Guidance Fiscal Year Net Income Increased by 16.3% Year-Over-Year Non-GAAP] []
[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 subject to the liabilities of]
[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 subject to the liabilities of]
[*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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to]
[*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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to]
