[PROSPECTUS (SUBJECT TO COMPLETION) DATED MARCH 19, 2014 15,300,000 American Depositary Shares Tarena International, Inc. Representing 15,300,000 Class A Ordinary Shares Tarena International, Inc. is offering 11,500,000 American depositary shares, or ADSs, and the selling shareholders are offering 3,800,000 ADSs. Each ADS represents one Class A ordinary share, par value $0.001 per share. We will not receive any proceeds from] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TARENA INTERNATIONAL, INC. (adopted by a Special Resolution passed on March 3, 2014 and effective conditional and immediately upon the effectiveness of the Registration Statement on Form F-1 relating to the initial public offering of the Company’s American Depository] [TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ADS Record Date “ 1 Section 1.2 Affiliate “ 2 Section 1.3 American Depositary Receipt(s) ADR(s) Receipt(s) “ 2 Section 1.4 American Depositary Share(s) ADS(s) “ 2 Section 1.5 Applicant “ 2 Section 1.6 Articles of Association “ 2 Section 1.7 Beneficial Owner “ 3 Section 1.8 Certificated ADS(s) “ 3] [5 March, 2014 Matter No.:878816 Doc Ref: JS/cy/4686307 (852) 2842 9552 Christopher.Bickley@conyersdill.com Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Dear Sirs, Re: Tarena International, Inc. (the “Company”) IPO ADSs Shares Sale Shares Registration Statement Securities Act Commission We have acted as special Cayman legal] [5 March, 2014 Matter No.:878816 Doc Ref: JS/cy/4686163 (852) 2842 9552 Junko.Shiokawa@conyersdill.com Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Dear Sirs, Re: Tarena International, Inc. (the “Company”) IPO Shares Prospectus Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com March 19, 2014 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY Tarena International, Inc. Suite 10017, Building E,] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ Company (1) Tarena International, Inc., a company incorporated in the Cayman Islands (the “ Purchaser Party Parties (2) New Oriental Education & Technology Group Inc., a company incorporated in the Cayman Islands (the “ W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares WHEREAS,] [REGISTRATION RIGHTS AGREEMENT Agreement Company Investor Party Parties RECITALS Subscription Agreement The Company and the Investor have entered into a Subscription Agreement dated as of March 19, 2014 (the “ B. In connection with the Subscription Agreement and in order to induce the Investor to consummate the transactions contemplated under the Subscription Agreement, the Company and the Investor have agreed] [Consent of Independent Registered Public Accounting Firm The Board of Directors Tarena International, Inc.: We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the registration statement. Beijing, China March 19, 2014 EX-23.1 9 d627523dex231.htm EX-23.1] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T March 19, 2014 To: Tarena International, Inc. Suite 10017, Building E Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Dear Sirs or Madams: PRC China We are]