SecProbe.io

January 31, 2014

Via Email
Mr. Shaoyun Han
Chief Executive 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 January 24, 2014
  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 reques ted 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, p lease tell us why in your response.

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

Note 9. Related Party Transac tions, page F -25

1. We note your response to comment five.   In your explanation of step four in the lending
process, you state that under PRC laws and regulations a company -to-person loan is
restricted unless the company has the relevant business license.   Please tell us if this
restriction also applies to Tarena and its Chinese subsidiaries, and if not, why the
company guarantees payments to third -parties rather than lend directly to the students.

2. Additionally, to help us better understand the student l oan program with Chuanbang,
please provide us with the following information:

Mr. Shaoyun Han
Tarena International, Inc.
January 31, 2014
Page 2

  Tell us why the company is willing, or required, to provide a guarantee to the third -
party lenders;
 Tell us why a guarantee is required if the student loan default rate is low, a s implied
by your historical experience;
 Noting that historically you have not been called upon by the third party individual
lenders to fulfill the guarantee obligation, please provide us with the analysis of actual
defaults, estimated future defaults, an d understanding of the students’ status and
existing economic conditions that you have relied upon to estimate the fair value of
your guarantee obligation for each period presented;
 Tell us at what point in the process the guarantee is executed, and by whi ch specific
entity or entities;
 Tell us which party remunerates the guarantee fee to Tarena;
 Tell us whether the guarantee is secured or unsecured; and
 Tell us if the guarantee covers both principal and interest of the student loan;

3. Considering that Mr. Han owns 100% of Chuanbang, tell us how the terms of the
agreements between Tarena and Chuanbang were negotiated.   Tell us whether Mr. Han
needed to obtain approval from the other shareholders to enter into the student lending
program involving Chuanbang and Tarena and describe   Mr. Han’s involvement in the
approval process.

4. Explain to us in more detail why Mr. Han enters into the loan agreement with the student
borrower and then immediately assigns it to a third -party lender.   In other words, explain
why the lending agreement is not created directly between the student borrower and
third -party lender when both Mr. Han and the third -party lenders are individuals that
would be allowed to participate in P2P lending.

5. Tell us in m ore detail why you believe that, through the assignment agreement and under
PRC laws, the student borrower is considered the primary obligor to the third -party
lender.

6. Please provide us with typical examples of the following agreements:   guarantee; loan;
assignment and cash collection.

7. Please tell us if you guarantee any loans made to your students that are provided or
arranged by Bank of Beijing Consumer Finance Company and CreditEase Business
Consulting (Beijing) Co., Ltd..

Mr. Shaoyun Han
Tarena International, Inc.
January 31, 2014
Page 3

 Risk Factors

Our bus iness and financial results may be materially and adversely affected if we are unable to
maintain our cooperative relationships with financing service providers for student loans, page
21

8. We note that you have entered into a cooperative agreement with BOB  CFC that expires
August 1, 2014, pursuant to which BOB CFC provides loans to your students for the
payment of tuition fees.   You further express the risk that you may not be able to renew
the agreement on commercially reasonable terms or at all.   Please t ell us about the nature
of these cooperative agreements including the significant provisions, specifically
describing any related fees or guarantees.

 You may contact Christy Adams, Senior Staff Accountant, at 202 -551-3363 or Ivette
Leon, Assistant Chief Accountant, at 202 -551-3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact Ajay Koduri, Staff Attorney, at
202-551-3310 or Celeste M. Murphy, Legal Branch Chief, at 202 -551-3257 with any other
questions.

        Sincerely,

        /s/ Larry Spirgel

 Larry Spirgel
        Assistant Director

cc:  Via E -mail
 Julie Gao, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP