[PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2014 American Depositary Shares Tarena International, Inc. Representing Class A Ordinary Shares Tarena International, Inc. is offering American depositary shares, or ADSs[, and the selling shareholders are offering ADSs]. Each ADS represents Class A ordinary shares, par value $0.001 per share. [We will not receive any proceeds from the ADSs sold by the selling] [OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF TARENA INTERNATIONAL, INC. (Adopted by Special Resolution of the Shareholders on August 26, 2011, with effect from September 6, 2011) 1. The name of the Company is: TARENA INTERNATIONAL, INC. 2. The Registered Office of the Company shall be offices of Trident Trust Company] [EX-4.2 3 d627523dex42.htm EX-4.2] [SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED THIS SEPTEMBER 6, 2011 BY AND AMONG TARENA INTERNATIONAL, INC. (as “Company”) Schedule 1 each of the Persons listed on (as “Investors”) Schedule 2 the Person listed on (as “Founder”) CONNION CAPITAL LIMITED (as “Key Holder”) ZHAO MEI (as “Existing Holder”) Schedule 3 each of the Persons listed on (as “Domestic Companies”) AND] [TARENA INTERNATIONAL, INC. 2008 SHARE PLAN (Adopted by the members of the Company on September 22, 2008; and adopted by the Company’s Board of Directors on September 22, 2008; amended on November 28, 2012; share information has reflected the 10-for-1 share split effective on December 16, 2008) Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b)] [TARENA INTERNATIONAL, INC. 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Tarena International, Inc. 2014 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “ NOW, THEREFORE,] [TARENA INTERNATIONAL, INC. DIRECTOR SERVICE AGREEMENT Agreement Company Director This Director Service Agreement (the “ I. SERVICES Board of Directors Board Effectiveness Date Expiration Date Memorandum and Articles Director Services Director Services 1.2 II. COMPENSATION Compensation Schedule I 2.1 III. DUTIES OF DIRECTOR Fiduciary Duties 3.1 Confidentiality Confidential Information 3.3 Return of the Company Property Company Property 3.4 IV. COVENANTS] [EMPLOYMENT AGREEMENT Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Amended and Restated Exclusive Business Cooperation Agreement This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Han Shaoyun, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 70% of the entire] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Li Jianguang, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 30% of the entire] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena International, Inc. Address: Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B: Tarena] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena International, Inc. Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B: Tarena Technologies] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Han Shaoyun Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Li Jianguang Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Spousal Consent Transaction Documents Beijing Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Han Shaoyun, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Han Shaoyun, the WFOE, Beijing Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Han Shaoyun; (4) Amended and] [Spousal Consent Transaction Documents Beijing Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Li Jianguang, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Li Jianguang, the WFOE, Beijing Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Li Jianguang; (4) Amended and] [Amended and Restated Exclusive Business Cooperation Agreement This Amended and Restated Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Han Shaoyun, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 49% of the entire] [Power of Attorney This Power of Attorney (this “Power of Attorney”) shall supersede and replace the power of attorney I executed on December 31, 2006 (the “Original Power of Attorney”) upon the effective date stipulated in this Power of Attorney. I, Li Jianguang, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 51% of the entire] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena International, Inc. Address: Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B: Tarena] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the Parties below as of November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A : Tarena International, Inc. Address: Fourth Floor, One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands Party B:] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Han Shaoyun Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Loan Agreement This Amended and Restated Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 25, 2013 in Beijing, People’s Republic of China (“PRC” or “China”): (1) Tarena Technologies Inc. (2) Li Jianguang Each of the Lender and the Borrower shall be hereinafter referred to as a “Party”] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Amended and Restated Share Pledge Agreement This Amended and Restated Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 25, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Tarena Technologies Inc. Address: Suite 3709, 18 Jia West Road of North Third Ring, Haidian District, Beijing Party B:] [Spousal Consent Transaction Documents Shanghai Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Han Shaoyun, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Han Shaoyun, the WFOE, Shanghai Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Han Shaoyun; (4) Amended and] [Spousal Consent Transaction Documents Shanghai Tarena (1) WFOE Amended and Restated Equity Interest Pledge Agreement entered into between Li Jianguang, Tarena Technologies Inc. (hereinafter referred to as the “ (2) Amended and Restated Exclusive Option Agreement entered into between Li Jianguang, the WFOE, Shanghai Tarena and Tarena International, Inc.; (3) Power of Attorney executed by Li Jianguang; (4) Amended and] [List of Subsidiaries Name Jurisdiction of 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 Wholly-owned subsidiary Tarena (Wuhan) Technology] [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 February 27, 2014 EX-23.1 33 d627523dex231.htm EX-23.1] [TARENA INTERNATIONAL, INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting] [January 15, 2014 Page 2 3. Compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company. 4. The Company does not anticipate that its audited financial statements for the year ended December 31, 2013 will be available until the middle of March 2014. 5. In no event will the Company seek effectiveness] [February 27, 2014 Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Tel: +86 10 6213-5687 Ladies and Gentlemen: Sincerely yours, EX-99.4 36 d627523dex994.htm EX-99.4] [February 27, 2014 Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Tel: +86 10 6213-5687 Ladies and Gentlemen: Sincerely yours, EX-99.5 37 d627523dex995.htm EX-99.5] [February 19, 2014 Tarena International, Inc. Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan West Road, Haidian District, Beijing 100098 People’s Republic of China Tel: +86 10 6213-5687 Ladies and Gentlemen: Sincerely yours, EX-99.6 38 d627523dex996.htm EX-99.6]