TEDU [Tarena International] 8-A12B: INFORMATION REQUIRED IN REGISTRATION STATEMENT 2
[INFORMATION REQUIRED IN REGISTRATION STATEMENT 2]
[INFORMATION REQUIRED IN REGISTRATION STATEMENT 2]
[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 Companys 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 Peoples 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 Peoples 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 Peoples Republic of China Dear Sirs or Madams: PRC China We are]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ________________ Tarena International, Inc. (Exact name of issuer of deposited securities as specified in its charter) ________________ N/A ________________ The Cayman Islands ) (Jurisdiction of incorporation or organization of issuer CITIBANK, N.A. ) (Exact name of depositary as specified in its] [DEPOSIT AGREEMENT by and among Tarena International, Inc. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER March Dated as of 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)”] [March 18, 2014 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act ADSs Company Deposit Agreement ADR(s) Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective by the]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ________________ Tarena International, Inc. (Exact name of issuer of deposited securities as specified in its charter) ________________ N/A ________________ The Cayman Islands ) (Jurisdiction of incorporation or organization of issuer CITIBANK, N.A. ) (Exact name of depositary as specified in its] [DEPOSIT AGREEMENT by and among Tarena International, Inc. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER March Dated as of 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)”] [March 18, 2014 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act ADSs Company Deposit Agreement ADR(s) Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective by the]
[KADDEN RPS LATE EAGHER LOM S ARTNERS P OHN DEBIYI ¿ J HRISTOPHER ETTS C DWARD AM ¿ E AUL ITCHARD ¿ G.S. P LIVE OUGH ¿ C ONATHAN TONE J LEC RACY A ¿ LSO DMITTED IN NGLAND ALES LSO DMITTED IN EW ORK * (A EGISTERED OREIGN AWYERS R ULIE AO ALIFORNIA Z. J ORY C LPINE NGLAND]
[KADDEN RPS LATE EAGHER LOM S ARTNERS P OHN DEBIYI ¿ J HRISTOPHER ETTS C DWARD AM ¿ E AUL ITCHARD ¿ G.S. P LIVE OUGH ¿ C ONATHAN TONE J LEC RACY A ¿ LSO DMITTED IN NGLAND ALES LSO DMITTED IN EW ORK * (A EGISTERED OREIGN AWYERS R ULIE AO ALIFORNIA Z. J ORY C LPINE NGLAND]
[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 Companys 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 Peoples 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 Peoples 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 Peoples 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, Peoples 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, Peoples 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 Peoples 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 Peoples 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 Peoples 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 Peoples 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 Peoples 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, Peoples 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, Peoples 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 Peoples 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 Peoples 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 Peoples 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 Peoples 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 Peoples Republic of China Tel: +86 10 6213-5687 Ladies and Gentlemen: Sincerely yours, EX-99.6 38 d627523dex996.htm EX-99.6]
[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 Companys 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 Peoples 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 Peoples 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 Peoples 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, Peoples 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, Peoples 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 Peoples 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 Peoples 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 Peoples 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 Peoples 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 Peoples 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, Peoples 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, Peoples 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 Peoples 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 Peoples 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 Peoples 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 Peoples 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 Peoples Republic of China Tel: +86 10 6213-5687 Ladies and Gentlemen: Sincerely yours, EX-99.6 38 d627523dex996.htm EX-99.6]
[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] [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 18, 2014 EX-23 2 filename2.htm]
[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] [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 18, 2014 EX-23 2 filename2.htm]