SecProbe.io

December 20, 2013

Via Email
Mr. Shaoyun Han
Chief E xecutive officer
Tarena International, Inc.
Suite 10017, Building E
Zhongkun Plaza, A18 Bei San Huan West  Road
Haidian  District, Beijing 100098
People’s Republic of China

Re: Tarena International, Inc.
Draft Registration Statement on Form F -1
Submitted November 26, 2013
  CIK No. 0001592560

Dear Mr. Han :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft  registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewin g the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. We remind you of the Rule in Item 8(A)(4) of Form 20 -F, that in the case  of a company’s
initial public offering, the audited financial statements must be as of a date not older than
12 months at the time the document is filed.   In this regard, please revise as needed based
upon this rule.

2. Please be advised that you should in clude the price range, size of the offering, and all
other required information in an amendment to your Form F -1 prior to any distribution of
preliminary prospectuses so that we may complete our review. Note that we may have
additional comments once you ha ve provided this disclosure. Therefore, please allow us

Mr. Shaoyun Han
Tarena International, Inc.
December 20, 2013
Page 2

 sufficient time to review your complete disclosure prior to any distribution of preliminary
prospectuses.

3. Please furnish a statement as to whether or not the amount of compensation to be allowed
or paid to the underwriters has been cleared with FINRA. Prior to the effectiveness of this
registration statement, please provide us with a copy of the letter informing you that
FINRA has no objections.

4. Please supplementally provide us with copies of all wr itten communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, supplementally
provide us with any research reports about you that are published or distributed in
reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of
the Jumpstart Our Business Startups Ac t by any broker or dealer that is participating or
will participate in your offering.

5. Provide us with copies of any industry analysis or reports that you cite or upon which you
rely, including, but not limited to, market research reports and data prepare d by IDC.
Confirm for us that these documents are publicly available.  Please clearly mark the
specific portions that you are relying upon so that we can reference them easily.

6. Please provide us with English versions of your VIE agreements .

Prospectus Summary, page 1

7. Revise your disclosure to distinguish your current operations from any prospective
endeavors.  Prominently disclose that you derive a majority of your net revenues from
Java courses.  Disclose that in 2011, 2012 and the nine months ended S eptember  30,
2013, your Java course contributed approximately 73.4%, 73.3% and 65.1% of your net
revenues, respectively.  To provide balance in this disclosure, state the risk that reduction
of usage of Java in the IT industry would impact your operations and financial results.
With this in mind, please revise statements indicating more aspirational roles in this
business area.  By way of example, we include such statements that:
 You are the largest provider in China of IT professional education services;
 The basis for your statement that you believe that you are one of China’s leading
brands in professional education;
 What makes your platform innovative; and
 What exactly your “partnership” with global Fortune 500 companies includes .

8. Revise to disclose the  more specific findings of the IDC report.  Given your reliance on
Java, please explain your current disclosure that the IDC report says that you are the
largest provider of IT professional education services in China.

Mr. Shaoyun Han
Tarena International, Inc.
December 20, 2013
Page 3

 9. Include balanced disclosure to pres ent your position in this industry among the
competition, by market share, regionally relevant as necessary, revenue, etc.  We note
your disclosure on page 100.  Tell us why the market information you provide with this
revision is directly applicable to yo ur business, taking into consideration your reliance on
Java.

10. Tell us, with a view toward disclosure, which entity holds your intellectual property,
including registered 13 software copyrights for your proprietary TTS and your one
trademark,  registered 4 0 domain names relating to your business, including your
www.tarena.com.cn and www.it211.com.cn websites, etc.

11. Please clarify in plain English your use of “high -demand industry verticals.”

12. Please expand your disclosure to explain how you deliver high quality lectures through a
group of experienced and passionate instructors in Beijing to a nationwide network of 86
directly operated learning centers in 32 cities in China.  For example, if these lectures are
broadcast live over your website to students s itting in learning centers, this should be
made clear.  Articulate the breakdown of in -audience live lectures, broadcast live lectures
and pre -recorded videos.  Provide a basis for your statement that you do this “without
impacting the quality of [y]our co urse offerings.”

13. Distinguish between your students’ involvement with instructors as opposed to your in -
class teaching assistants who “coach,  tutor and supervise” students.

14. Please explain how your student -to-instructor ratio is broken down.  For example, are
these all live lectures broadcast from the Beijing instructors?  If so, to what size “classes”
in how many cities, etc.

15. To provide balance and context, please disclose  that the registrant is a holding company
and clarify that your operational consolidated affiliated entity in the PRC includes a
variable interest entity holding the ICP license, material to your business operations and
financial results.  Disclose that it  is through the contractual arrangements that you have
effective control, which allows you to consolidate the financial results of the VIE in your
financial statements.  Disclose that, if your PRC VIE and its shareholders fail to perform
their obligations under the contractual arrangements, you could be limited in your ability
to enforce the contractual arrangements that give you effective control.  Further, if you
are unable to maintain effective control, you would not be able to continue to use the
materi al ICP license to operate your business and that you are not eligible as a FIE to
hold an ICP.   Disclose the percentage of revenues in your consolidated financial
statements that are derived from your use of the ICP held by the VIE.

16. We note your disclos ure on pages 18 and 19 regarding a risk factor concerning learning
centers operating outside their scope or license.  Please summarize this risk in the
Prospectus Summary or Challenges section, breaking out the categories by degree of risk,

Mr. Shaoyun Han
Tarena International, Inc.
December 20, 2013
Page 4

 e.g., 29.9% of your student enrollments are from learning centers with neither
professional education services nor education information related consultation as an
authorized scope of business, 14.3% of your student enrollments come from centers
operated outside their ap proved districts without obtaining relevant licenses and permits,
etc.  The extent of these risks should be prominently disclosed.  We note your disclosure
on pages 18 -19.

17. We note your disclosure on page 20 regarding a risk factor concerning your coopera tive
relationship with certain financing entities.  Please summarize this risk in the Prospectus
Summary or Challenges section.

18. We note your disclosure at the bottom of page 21 and top of page 22 regarding your
leasehold interests.  Please summarize th is risk in the Prospectus Summary or Challenges
section.

Organizational Chart, page 4

19. Amend your chart to include your subsidiaries and schools, including principals and
control people.  Please include sponsor information for the schools and distinguish them
from subsidiaries of which you hold direct equity.

Risk Factors, page 14

The operations of certain of our learning centers are, or may be deemed by relevant PRC
government authorities to be …, page 19

20. Please revise your disclosure to make clear how you have actually “changed the sponsors
of two schools” yet the change is not effective.   Make clear what will happen if you do
not receive approval.

Risks Relating to Our Corporate Structure, page 26

If the PRC government finds that the agreements t hat establish the structure for holding our ICP
license do not comply with applicable PRC laws and regulations, we could be subject to severe
penalties, page 26

21. Add the PRC law on the foreign ownership restriction on Internet content and other
value -added  telecommunication services.  We note your disclosure on page 108.  The
force of the prohibitions and restrictions should be prominent at this risk factor.

22. Please revise your disclosure throughout this offering document to eliminate reference
that you en tered into a VIE structure “to comply” with PRC laws and regulations.  We
note such disclosure on page 108 as well, for example.

Mr. Shaoyun Han
Tarena International, Inc.
December 20, 2013
Page 5

 23. Revise your disclosure to state the materiality of the ICP to the entirety of your business
operations and financial results.   Disclose the portion of your operations that could be run
without your ICP license and your www.it211.com.cn website.

24. Describe the risks to your operations of and financial results from your TTS online
platform relative to the risks surrounding the ICP .

25. Please revise to remove disclosure that reduces the perception of the materiality of the
ICP to your entire operations and financial results, including your disclosure here that
insignificant revenue is generated from your VIE, Beijing Tarena, etc .

If Beijing Tarena becomes the subject of a bankruptcy or liquidation proceeding, we may lose
the ability to use and enjoy its assets, which could materially and adversely affect our business,
page 30

26. We note your disclosure that “[i]f the shareholders of Be ijing Tarena were to attempt to
voluntarily dissolve or liquidate Beijing Tarena without obtaining [y]our prior consent,
[you] could effectively prevent such unauthorized voluntary liquidation by exercising
[y]our right to request Beijing Tarena’s sharehol ders to transfer all of their equity
ownership interest to a PRC entity or individual designated by [you] in accordance with
the exclusive option agreements with the shareholders of Beijing Tarena.”  Please explain
who at the company would exercise this ri ght, including the anticipated shareholding,
officer and director control of Mr. Han and his affiliates, including, but not limited to his
wife, Ms. Ying Sun.

27. Disclose the uncertainties in legal proceedings enforcing your VIE agreements
accounting for the  prohibition on your VIE holding the ICP to assist a foreign investor in
any form.  We note that “Under the MIIT Circular, a domestic company that holds an ICP
license is prohibited from leasing, transferring or selling the license to foreign investors
in any form, and from providing any assistance, including providing resources, sites or
facilities, to foreign investors that conduct value -added telecommunications business
illegally in China.”  Please include this factor in your current discussion of the ev ent that
if the shareholders of Beijing Tarena initiate a voluntary liquidation proceeding without
your authorization or attempts to distribute the retained earnings or assets of Beijing
Tarena without your prior consent, you may need to resort to legal pr oceedings to enforce
the terms of the contractual agreements.   Explain why “the outcome of such legal
proceeding would be uncertain.”

Use of Proceeds, page 52

28. Please disclose whether you plan to use any of the proceeds from this offering to fund the
operations of your VIES and their related entities.  Further, disclose whether you plan to
use the proceeds from this offering to increase the registered capital of your domestic

Mr. Shaoyun Han
Tarena International, Inc.
December 20, 2013
Page 6

 directly -held PRC subsidiaries and, if so, disclose the names of these entities  and
regulatory approvals and steps that need to be taken.

Corporate History and Structure, page 59

29. We note that you are in the process of winding down Shanghai Tarena Software
Technology Co., Ltd.  However , to provide your investors with a complete pi cture of
your current organizational structure, please revise to include Shanghai Tarena in the
diagram.  Please tell us if any other entities have been excluded from the diagram.

Equity Interest Pledge Agreements, page 62

30. Please state the steps you have taken to date to register these equity interest pledge
agreements with the competent Administration for Industry and Commerce.   Include in
this disclosure the names of the local AIC offices at which you are in the process o f
registering such equity pledges.

31. Please reconcile your disclosure that you are in the process of registering the equity
pledge agreements with your disclosure on page 27 that in the opinion of Han Kun Law
Offices the agreements are valid, binding and e nforceable.

Management’s Discussion and Analysis of Financial Condition an d Results of Operations, page
65

Net Revenues

32. We refer to your statement that you “generally collect tuition fees in advance.”  Please
reconcile this statement with your receivable balance of approximately $17 million as of
December 31, 2012 and risk factor disclosure on page 25, indicating that your historical
outstanding accounts receivable have been relatively high.

33. Expand your disclosure to discuss the economic reasons for your involvement in the
Student Loan Program.

Liquidity and Capital Resources, page 78

34. You state that your cash is unrestric ted as to withdraw al.  Please confirm that this
statement applies to cash held in your VIEs.

Principal [and Selling] Shareholders, page 123

35. Please include the corresponding percentages or portions represented by U.S. holders of
your Series A  convertible preferred shares and Series B convertible preferred shares.

Mr. Shaoyun Han
Tarena International, Inc.
December 20, 2013
Page 7

 Description of Share Capital, page 127

36. Please revise your disclosure as follows:

 Make clear, here (under “Voting Rights, page 127”) and under “How do I vote, page
139” the number o f days that notice of meetings is to be provided to shareholders;
 Include the number of “clear days” that notice is to be served to shareholders in your
discussion under “Calls on Ordinary Shares and forfeiture, page 129”; and
 Consider making clear where  your bylaws differ from what may be implied by the
bulleted list provided under  “Exempted Company, page 129”;

Taxation, page 150

37. Please revise your disclosure as follows:

 Consider including discussion of Hong Kong tax consequences and considerations,
including the extent that treaties between Hong Kong and the PRC may apply;
 Reconcile your discussion  of local tax laws in Chi