SecProbe.io

PARTNERS
JOHN ADEBIYI +
CHRISTOPHER W. BETTS
EDWARD H.P. LAM+*
G.S. PAUL MITCHARD QC +
CLIVEW.ROUGH+ SKADDEN ARPS SLATE MEAGHER & FLOM ' ' ' JONATHAN B. STONE*
ALEC P. TRACY *
+ (ALSO ADMITTED IN ENGLAND & WALES)
*(ALSO ADMITTED IN NEW YORK) -tlt it ~ ~ 1.t ~rp • :tn-?Jt
REGISTERED FOREIGN LAWYERS
Z. JULIE GAO (CALIFORNIA)
GREGORY G.H. MIAO (NEW YORK)
ALAN G. SCHIFFMAN (NEW YORK) 42/F, EDINBURGH TOWER, THE LANDMARK
15 QUEEN'S ROAD CENTRAL, HONG KONG
Mail Stop 3720 TEL: (852) 3740-4700
FAX: (852) 3740-4727
www.skadden.com
Larry Spirgel, Assistant Director
Celeste M. Murphy, Legal Branch Chief
Ajay Koduri, Staff Attorney
Ivette Leon, Assistant Chief Accountant
Christy Adams, Senior Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N .E.
Washington, D.C. 20549
RE: Tarena International, Inc.
CIK No. 0001592560 January 15, 2014
Dear Mr. Spirgel, Ms. Murphy, Mr. Koduri, Ms. Leon and Ms. Adams:
On behalf of our client, Tarena International, Inc., a foreign private issuer
organized under the laws of the Cayman Islands (the "Company"), we hereby
respectfully request that the Securities and Exchange Commission (the
"Commission") waive the requirement ofltem 8.A.4 of Form 20-F, which states
that in the case of a company's initial public offering ("IPO") the Registration
Statement on Form F-1 (the "Registration Statement") must contain audited
financial statements of a date not older than 12 months from the date of the
offering unless a waiver is obtained. See also Division of Corporation Finance,
Financial Reporting Manual, Section 6220.3.
At the time of the Company's initial submission on November 26, 2013,
the Registration Statement satisfies Item 8.A.4 ofForrn 20-F, which is applicable
to the Registration Statement pursuant to Item 4(a) ofForrn F-1, because it
393255.02A-HKGSR01A- MSW AFFILIATE OFFICES
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
NEW YORK
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
BEIJING
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FRANKFURT
LONDON
MOSCOW
MUNICH
PARIS
SAO PAULO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
TORONTO

January 15, 2014
Page2
contains audited financial statements for the two years ended December 31, 2011
and 2012 and unaudited financial statements for the nine months ended
September 30, 2012 and 2013, in each case prepared in accordance with
generally accepted accounting principles in the United States. ("U.S. GAAP").
However, the Company has made the second submission and may make
additional submissions before the middle of March 2014 containing the same
financial statements as those that are contained in the initial submission because
its audited financial statements for 2013 will not be available until the middle of
March 2014.
The Company is submitting this waiver request pursuant to Instruction 2
to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the
12-month age of financial statements requirement "in cases where the company is
able to represent adequately to us that it is not required to comply with this
requirement in any other jurisdiction outside the United States and that
complying with this requirement is impracticable or involves undue hardship."
See also the Staffs 2004 release entitled International Reporting and Disclosure
Issues in the Division of Corporation Finance (available on the Commission's
website at http://www.sec.gov/divisions/corpfin/intematl/cfirdissues1104.htm) at
Section III.B.c, in which the Staff notes:
"the instruction indicates that the staff will waive the 12-month
requirement where it is not applicable in the registrant's other
filing jurisdictions and is impracticable or involves undue
hardship. As a result, we expect that the vast majority of IPOs will
be subject only to the 15-month rule. The only times that we
anticipate audited financial statements will be filed under the 12-
month rule are when the registrant must comply with the rule in
another jurisdiction, or when those audited financial statements are
otherwise readily available." (emphasis added)
In connection with this request, the Company represents to the
Commission that:
1. The Company is not currently a public reporting company in any
jurisdiction.
2. The Company is not required by any jurisdiction outside the
United States to prepare, and has not prepared, consolidated financial statements
audited under any generally accepted auditing standards for any interim period.
3. Compliance with Item 8.A.4 of Form 20-F is impracticable and
involves undue hardship for the Company.
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393255.02A-HKGSR01A- MSW

January 15, 2014
Page 3
4. The Company does not anticipate that its audited financial
statements for the year ended December 31, 2013 will be available until the
middle ofMarch 2014.
5. In no event will the Company seek effectiveness of the
Registration Statement if its audited financial statements are older than 15 months
at the time of the offering.
The Company will file this letter as an exhibit to the Registration
Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.
If you have any questions regarding the above, please contact the
undersigned by phone at +852-3740-4850 or via e-mail at
julie.gao@skadden.com.
Very truly yours,
Z. Julie Gao
cc: Shaoyun Han, Chairman and Chief Executive Officer, Tarena
International, Inc.
Suhai Ji, ChiefFinancial Officer, Tarena International, Inc.
David Kong, KPMG Huazhen (SGP)
Francis Duan, KPMG Huazhen (SGP)
David Roberts, O'Melveny & Myers LLP
Ke Geng, O'Melveny & Myers LLP
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393255.02A-HKGSROIA- MSW