SecProbe.io

CORRESP
 1
 filename1.htm

 August 19, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Eddie Kim
Taylor Beech

 Re: TCTM Kids IT Education Inc.
 Registration Statement on Form F-3 (File No. 333-284305)
 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461
of Regulation C (" Rule 461 ") promulgated under the Securities Act of 1933, as amended, the undersigned
registrant (the " Registrant ") hereby requests that the effectiveness of the above-referenced Registration
Statement on Form F-3 (File No. 333-284305), as amended (the " Registration Statement ") be accelerated
to, and that the Registration Statement become effective at, 9:00 a.m., Eastern Time on August 21, 2025, or as soon thereafter as
practicable.

 If there is any change in
the acceleration request set forth above, the Registrant will promptly notify you of the change, in which case the Registrant may be making
an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may
be made by an executive officer of the Registrant or by any attorney from the Registrant's U.S. counsel, Cooley LLP.

 If you have any questions
regarding this request and to provide notice of effectiveness, please contact Yilin Xu by phone at +86 10 8540 0695 or via email at yilin.xu@cooley.com.

 Very truly yours,

 TCTM Kids IT Education Inc.

 By:
 /s/ Heng Wang

 Name:
 Heng Wang

 Title:
 Director and Chief Executive Officer

 cc: Yilin Xu, Esq., Cooley LLP

CORRESP
 1
 filename1.htm

 Yilin Xu

 T: +86 10 8540 0695

 yilin.xu@cooley.com

 August 12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Eddie Kim
 Taylor Beech

 Re: TCTM Kids IT Education Inc.
 Amendment No. 1 to Registration Statement on Form F-3 Filed July 21, 2025
File No. 333-284305

 Ladies and Gentlemen:

 On behalf of our client, TCTM Kids IT Education
Inc. (the " Company "), we are responding to the comments of the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") contained in the letter dated August 4, 2025
(the " Comment Letter "), relating to the above referenced Amendment No. 1 to Registration Statement on Form F-3
(the " Amendment No. 1 "). In response to the comments set forth in the Comment Letter, the Company has revised
the Amendment No. 1 and is filing the Amendment No. 2 to Registration Statement on Form F-3 (the " Amendment
No. 2 ") and certain exhibits via EDGAR with this response letter. Set forth below are the Company's responses
to the Comments. The Staff's comments are repeated below in bold and are followed by the Company's responses.

 Amendment No. 1 to Registration Statement on Form F-3

 Exhibits

 1. Please list a statement of eligibility of trustee for the indenture as an Exhibit 25 to your registration statement. See Item
601(b)(25) of Regulation S-K. If you wish to designate the trustees on a delayed basis, as permitted by Section 305(b)(2) of
the Trust Indenture Act, please indicate that you will separately file the Form T-1 under the electronic form type "305B2"
in the notes to the index. For further guidance, please refer to Trust Indenture Act of 1939 Compliance and Disclosure Interpretations
Question 206.01.

 In response to the Staff's comment, the Company
has revised the exhibit index of the Amendment No.2 to include the statement of eligibility of trustee on Form T-1 as Exhibit
25.1 and to indicate that it will be filed in a subsequent filing, where applicable, in accordance with
Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

 2. Please include Beijing DOCVIT Law Firm's consent as an exhibit to the registration statement.
 Refer to Item 601(b)(23)(i) of Regulation S-K.

 In response to the Staff's comment, the Company has
filed the consent letter of Beijing DOCVIT Law Firm as Exhibit 23.5 and updated the exhibit index of the Amendment No.2 accordingly.

 * * *

 Cooley LLP China World Office Tower A Suite 5201
No. 1 Jianguomenwai Avenue, Beijing 100004, China

 t: +86 10 8540 0600 f: +86 10 8540 0700 cooley.com

 August 12, 2025
Page Two

 If you have any questions regarding the Amendment No. 2, please contact the undersigned by phone at +86 10 8540 0695 or via e-mail at yilin.xu@cooley.com.

 Very
 truly yours,

 /s/
Yilin Xu

 Yilin
 Xu

 cc: Heng Wang, Chief Executive Officer, TCTM Kids IT Education Inc.

 Cooley LLP China World Office
Tower A Suite 5201 No. 1 Jianguomenwai Avenue, Beijing 100004, China

 t: +86 10 8540 0600 f: +86 10 8540 0700 cooley.com

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 4, 2025

Heng Wang
Chief Executive Officer
TCTM Kids IT Education Inc.
19/F, Building A, Vanke Times Center
No.186 Beiyuan Road
Chaoyang District Beijing, 100102
People s Republic of China

 Re: TCTM Kids IT Education Inc.
 Amendment No. 1 to Registration Statement on Form F-3
 Filed July 21, 2025
 File No. 333-284305
Dear Heng Wang:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form F-3
Exhibits

1. Please list a statement of eligibility of trustee for the indenture as
an Exhibit 25 to
 your registration statement. See Item 601(b)(25) of Regulation S-K. If
you wish to
 designate the trustees on a delayed basis, as permitted by Section
305(b)(2) of the
 Trust Indenture Act, please indicate that you will separately file the
Form T-1 under
 the electronic form type "305B2" in the notes to the index. For further
guidance,
 please refer to Trust Indenture Act of 1939 Compliance and Disclosure
Interpretations
 Question 206.01.
2. Please include Beijing DOCVIT Law Firm's consent as an exhibit to the
registration
 statement. Refer to Item 601(b)(23)(i) of Regulation S-K.
 August 4, 2025
Page 2

 Please contact Eddie Kim at 202-551-8713 or Taylor Beech at 202-551-4515
with any
other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Yilin Xu
</TEXT>
</DOCUMENT>

February 20, 2025
Xiaobo Shao
Chief Financial Officer
TCTM Kids IT Education Inc.
6/F, No. 1 Andingmenwai Street, Litchi Tower
Chaoyang District, Beijing 100011
People's Republic of China
Re:TCTM Kids IT Education Inc.
Annual Report on Form 20-F for Fiscal Year Ended December 31, 2023
Filed April 19, 2024
File No. 001-36363
Dear Xiaobo Shao:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Haiping Li

CORRESP
1
filename1.htm

TCTM
Kids IT Education Inc.

19/F,
Building A, Vanke Times Center

No.186
Beiyuan Road, Chaoyang District

Beijing,
100102

People’s
Republic of China

February 18,
2025

VIA EDGAR

Mr. Tony Watson

Mr. Joel Parker

Ms. Rebekah Reed

Ms. Taylor Beech

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: TCTM
Kids IT Education Inc. (the “Company”)

    Annual Report
on Form 20-F for Fiscal Year Ended December 31, 2023

    Filed
on April 19, 2024

    File No. 001-36363

Dear
Mr. Watson, Mr. Parker, Ms. Reed, and Ms. Beech,

This
letter sets forth the Company’s responses to the comments contained in the letter dated February 4, 2025 from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s
annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Commission on April 19, 2024 (the
 “2023 Form 20-F”) and the Company’s response letter submitted on September 30, 2024. The Staff’s
comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined
in this letter shall have the meaning ascribed to such terms in the 2023 Form 20-F.

Annual
Report on Form 20-F filed on April 19, 2024

Item 3. Key Information, page 3

1. We note your response to
prior comment 3. Please further revise your statement regarding the availability of cash or assets in your business here
and in the summary risk factors, risk factors, and Operating and Financial Review and Prospects sections to reflect that to the extent
cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available
to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash or assets. In this
regard, we note that you have a Hong Kong intermediate holding company in your organizational structure.

In
response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page reference
is made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with
deletions shown as strike-through and additions underlined), subject to updates and adjustments to be made in connection with any material
development of the subject matter being disclosed. The bold text is added on top of the proposed disclosure in the Company’s
prior response:

    1

Page 6:

Cash and Asset Flows through Our
Organization

TCTM
is a holding company with no operations of its own. We conduct our operations in mainland China primarily through our subsidiaries and
the variable interest entities in mainland China. As a result, although other means are available for us to obtain financing at the holding
company level, TCTM’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends
paid by our subsidiaries in mainland China and service fees paid by the variable interest entities. If any of our subsidiaries incurs
debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to TCTM. In addition,
to the extent cash or assets in our business is in the PRC mainland China or Hong Kong or
a PRC mainland China or Hong Kong entity, the funds or assets may not be available to fund operations
or for other use outside of the PRC mainland China or Hong Kong as we, our subsidiaries,
and the consolidated variable interest entities are subject to certain restrictions with respect to paying dividends
or otherwise transferring any of their cash or assets offshore, and there is no assurance the PRC government will
not intervene in or impose restrictions on the ability of us, our subsidiaries, and the consolidated variable interest
entities to transfer cash (or assets). See “Item 3. Key Information—D. Risk Factors—Risks Related to Our
Corporate Structure—We may rely on dividends and other distributions on equity paid by our subsidiaries in
mainland China to fund any cash and financing requirements we may have. To the extent cash or assets in the business
is in the PRC mainland China or Hong Kong or a PRC mainland China or
Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the
PRC mainland China or Hong Kong as we, our subsidiaries, and the consolidated variable interest entities
are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their cash or assets offshore,
and any such restrictions could have a material and adverse effect on our ability to conduct our business.” and
 “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Holding Company
Structure.” In addition, our subsidiaries in mainland China are permitted to pay dividends to TCTM only out of their retained
earnings, if any, as determined in accordance with accounting standards and regulations of mainland China. Further, our subsidiaries and
the variable interest entities in mainland China are required to make appropriations to certain statutory reserve funds or may make appropriations
to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies.
For more details, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Holding
Company Structure.”

Page 15:

Risks Related to Our Corporate
Structure

[...]

 · We may rely on dividends and other distributions on equity paid by our subsidiaries in mainland China to fund any cash and financing
requirements we may have. To the extent cash or assets in the business is in the PRC mainland China or Hong
Kong or a PRC mainland China or Hong Kong entity, the funds or assets may not be available
to fund operations or for other use outside of the PRC mainland China or Hong Kong as we, our
subsidiaries, and the consolidated variable interest entities are subject to certain restrictions with respect to paying
dividends or otherwise transferring any of their cash or assets offshore, and any such restriction could
have a material and adverse effect on our ability to conduct our business. For more details, see “Risk Factors—Risks
Related to Our Corporate Structure—We may rely on dividends and other distributions on equity paid by our subsidiaries
in mainland China to fund any cash and financing requirements we may have. To the extent cash or assets in the business is in the
PRC mainland China or Hong Kong or a PRC mainland China or Hong Kong entity,
the funds or assets may not be available to fund operations or for other use outside of the PRC mainland
China or Hong Kong as we, our subsidiaries, and the consolidated variable interest entities are subject to certain restrictions
with respect to paying dividends or otherwise transferring any of their cash or assets offshore, and any such restriction could have a
material and adverse effect on our ability to conduct our business.”

    2

Page 34:

We
may rely on dividends and other distributions on equity paid by our subsidiaries in mainland China to fund any cash and financing requirements
we may have. To the extent cash or assets in the business is in the PRC mainland China
or Hong Kong or a PRC mainland China or Hong Kong entity, the funds or assets may not be available
to fund operations or for other use outside of the PRC mainland China or Hong Kong as we, our subsidiaries,
and the consolidated variable interest entities are subject to certain restrictions with respect to paying dividends
or otherwise transferring any of their cash or assets offshore, and any such restriction limitation
on the ability of our subsidiaries in mainland China to make payments to us could have a material and adverse effect on our ability to
conduct our business.

We
are a holding company, and we may rely on dividends and other distributions on equity paid by our subsidiaries in mainland China for our
cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service
any debt we may incur. If these subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict
their ability to pay dividends or make other distributions to us. In addition, to the extent cash or assets in the business
is in the PRC mainland China or Hong Kong or a PRC mainland China
or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of
the PRC mainland China or Hong Kong as we, our subsidiaries, and the consolidated
variable interest entities are subject to certain restrictions with respect to paying dividends or otherwise transferring
any of their cash or assets offshore, and there is no assurance the PRC government will not intervene in or impose
restrictions on the ability of us, our subsidiaries, and the consolidated variable interest entities to transfer
cash (or assets). Also see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and
Capital Resources— Holding Company Structure.”

[...]

Page 97:

Holding Company Structure

We
are a holding company with no material operations of our own. We conduct our operations primarily through our subsidiaries and the variable
interest entities in mainland China. As a result, our ability to pay dividends depends upon dividends paid by our mainland China subsidiaries
and service fees paid by the variable interest entities in mainland China. If our wholly owned subsidiaries or any newly formed subsidiaries
incur any debt in the future, the instruments governing their debt may restrict their ability to pay dividends to us. To the extent
cash or assets in the business is in the PRC mainland China or Hong Kong or a PRC
mainland China or Hong Kong entity, the funds or assets may not be available to fund operations or for other
use outside of the PRC mainland China or Hong Kong as we, our subsidiaries, and the consolidated
variable interest entities are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their
cash or assets offshore, and there is no assurance the PRC government will not intervene in or impose restrictions on the ability of us,
our subsidiaries, and the consolidated variable interest entities to transfer cash (or assets). See “Item 3. Key Information—D.
Risk Factors—Risks Related to Our Corporate Structure—We may rely on dividends and other distributions on equity paid by
our subsidiaries in mainland China to fund any cash and financing requirements we may have. To the extent cash or assets
in the business is in the PRC mainland China or Hong Kong or a PRC mainland
China or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside
of PRC mainland China or Hong Kong as we, our subsidiaries, and the consolidated variable
interest entities are subject to certain restrictions with respect to paying dividends or otherwise transferring any
of their cash or assets offshore, and any such restriction could have a material and adverse effect on our ability
to conduct our business.” In addition, our mainland China subsidiaries and the variable interest entities are required to
make appropriations to certain statutory reserve funds, which are not distributable as cash dividends except in the event of a solvent
liquidation of the companies.

    3

2. We note your response to prior comment 5 and reissue in part. Acknowledge in the summary risk factors
that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.

In
response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows (page reference
is made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with
deletions shown as strike-through and additions underlined), subject to updates and adjustments to be made in connection with any material
development of the subject matter being disclosed. The bold text is added on top of the proposed disclosure in the Company’s
prior response:

Page 15:

Risks Related to Doing Business
in China

[...]

 · The PRC government’s significant oversight and discretion over our business operation could result in
a material adverse change in our operations and the value of our ADSs. In addition, any actions by the Chinese
government may to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers, which could result
in a material change in our operations and/or the value of our securities significantly limit or completely hinder our ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC government’s
significant oversight and discretion over our business operation could result in a material adverse change in our operations
and the value of our ADSs. In addition, any actions by the Chinese government may
to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers, which could result in a material change in our operations
and/or the value of our securities significantly limit or completely hinder our ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.”

Page 36:

The PRC government’s significant
oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our
ADSs. In addition, the Chinese government may exert more control over offerings conducted overseas and/or foreign investment in
China-based issuers, which could result in a material change in our operations and/or the value of our securities. any actions
by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in
China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.

*	           *	           *

    4

If
you have any additional questions or comments regarding the 2023 Form 20-F, please contact the undersigned at +86 10
6213 5687 or tangxl@tctm.cn or the Company’s U.S. counsel, Yilin Xu of Cooley LLP at +86 10 8540 0695 or yilin.xu@cooley.com.

    Very truly yours,

    /s/ Xiaolan Tang

    Xiaolan Tang

    Chief Executive Officer

Enclosures

February 4, 2025
Xiaobo Shao
Chief Financial Officer
TCTM Kids IT Education Inc.
6/F, No. 1 Andingmenwai Street, Litchi Tower
Chaoyang District , Beijing 100011
People's Republic of China
Re:TCTM Kids IT Education Inc.
Annual Report on Form 20-F for Fiscal Year Ended December 31, 2023
Response dated September 30, 2024
File No. 001-36363
Dear Xiaobo Shao:
            We have reviewed your September 30, 2024 response to our comment letter and have
the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 19, 2024 letter.
Annual Report on Form 20-F for Fiscal Year Ended December 31, 2023
Item 3. Key Information, page 3
1.We note your response to prior comment 3. Please further revise your statement
regarding the availability of cash or assets in your business here and in the summary
risk factors, risk factors, and Operating and Financial Review and Prospects sections
to reflect that to the extent cash or assets in the business is in the PRC or Hong Kong
or a PRC or Hong Kong  entity, the funds or assets may not be available to fund
operations or for other use outside of the PRC or Hong Kong  due to interventions in
or the imposition of restrictions and limitations on the ability of you, your
subsidiaries, or the consolidated VIEs by the PRC government to transfer cash or
assets. In this regard, we note that you have a Hong Kong intermediate holding
company in your organizational structure.

February 4, 2025
Page 2
2.We note your response to prior comment 5 and reissue in part. Acknowledge in the
summary risk factors that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
            Please contact Tony Watson at 202-551-3318 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Haiping Li

CORRESP
1
filename1.htm

TCTM Kids IT Education Inc.

6/F, No. 1 Andingmenwai Street, Litchi
Tower

Chaoyang District , Beijing 100011

People’s Republic of China

September 30, 2024

VIA EDGAR

Mr. Tony Watson

Mr. Joel Parker

Ms. Jenna Hough

Ms. Taylor Beech

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: TCTM Kids IT Education Inc. (the “Company”)

Annual Report on Form 20-F for the Fiscal Year Ended
December 31, 2023

Filed on April 19, 2024

File No. 001-36363

Dear Mr. Watson, Mr. Parker, Ms. Hough, and Ms. Beech,

This letter sets forth the Company’s responses
to the comments contained in the letter dated September 19, 2024 from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal
year ended December 31, 2023 filed with the Commission on April 19, 2024 (the “2023 Form 20-F”). The
Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used
but not defined in this letter shall have the meaning ascribed to such terms in the 2023 Form 20-F.

Annual Report on Form 20-F filed April 19,
2024

Item 3. Key Information, page 3

 1. Please revise to disclose that the VIE structure involves unique risks to investors, explain whether the VIE structure is used
to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment
in the operating companies, and disclose that investors may never hold equity interests in the Chinese operating company. Also acknowledge
that Chinese regulatory authorities could disallow this structure, which would likely result in a material change in your operations and/or
a material change in the value of your securities. Additionally, your disclosure should clarify that you are the primary beneficiary of
the VIE for accounting purposes.

Division of Corporation Finance

Securities and Exchange Commission

September 30, 2024

Page 2

In response to the Staff’s comment, the Company respectfully
proposes to revise the referenced disclosure as follows (page reference is made to the 2023 Form 20-F to illustrate the approximate
location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through and additions underlined), subject
to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.

Page 3:

Our Holding Company Structure and Contractual Arrangements
with the Variable Interest Entities

TCTM is not a PRC operating company but a Cayman Islands
holding company with operations primarily conducted through (i) our subsidiaries incorporated in mainland China, or mainland China
subsidiaries, and (ii) contractual arrangements with the variable interest entities based in mainland China. Laws and regulations
of mainland China restrict and impose conditions on foreign investment in certain internet value-added businesses. Accordingly, we operate
these businesses in mainland China through the variable interest entities in order to comply with these laws and regulations, and rely
on contractual arrangements among our mainland China subsidiaries, the variable interest entities, and their nominee shareholders to control
the business operations of the variable interest entities. Such structure enables investors to share economic interests in China-based
companies in sectors where foreign direct investment is prohibited or restricted under laws and regulations in mainland China.

Revenues from continuing operations contributed by the variable
interest entities accounted for 1.3%, 2.9% and 6.6% of our net revenues from continuing operations for the years of 2021, 2022 and 2023,
respectively. As used in this annual report, “we,” “us,” “our” or “TCTM” refers to TCTM
Kids IT Education Inc. (formerly known as Tarena International, Inc.), its subsidiaries, and, in the context of describing our operations
and consolidated financial information, the variable interest entities in mainland China, including but are not limited to, Beijing Tarena
and Beijing Tongcheng for the effective period of their respective contractual arrangements with us. The current VIE, Beijing Tongcheng,
holds our ICP license as an internet information provider and a permit for the production and operation of radio and television programs,
and operates our 61it.cn website and Tongcheng Online App. Our variable interest entities are domestic companies incorporated in mainland
China in which we do not have any equity ownership but whose financial results have been consolidated into our consolidated financial
statements based solely on contractual arrangements in accordance with U.S. GAAP, and we are the primary beneficiary of the variable
interest entities for accounting purpose only. Investors in our ADSs are not purchasing any equity interest in the variable interest
entities in mainland China, but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands, and
may never directly hold equity interests in the variable interest entities in China.

[…]

Division of Corporation Finance

Securities and Exchange Commission

September 30, 2024

Page 3

This type of corporate structure may affect investors and
the value of their investment. The contractual arrangements may not be as effective as direct ownership in providing us with control
over the variable interest entities, and we may incur substantial costs to enforce the terms of the arrangements. If the variable interest
entities or the nominee shareholders fail to perform their respective obligations under the contractual arrangements, we could be limited
in our ability to enforce the contractual arrangements that effectively assigned us the voting rights in the variable interest entities,
and these agreements have not been tested in the courts of mainland China. Furthermore, if we are unable to maintain such effective assignment,
we would not be able to continue to consolidate the financial results of these entities in our financial statements. As such, the VIE
structure involves unique risks to investors of our Cayman Islands holding company. See “Item 3. Key Information—D. Risk
Factors—Risks Related to Our Corporate Structure—Any failure by Beijing Tongcheng or its shareholders to perform their obligations
under our contractual arrangements with them would have an adverse effect on our business” and “Item 3. Key Information—D.
Risk Factors—Risks Related to Our Corporate Structure—The shareholders of Beijing Tongcheng may have potential conflicts of
interest with us, which may materially and adversely affect our business and financial condition.”

There are also substantial uncertainties regarding the interpretation
and application of current and future laws, regulations and rules of mainland China regarding the status of the rights of our Cayman
Islands holding company with respect to its contractual arrangements with the variable interest entities and their nominee shareholders.
It is uncertain whether any new laws or regulations of mainland China relating to variable interest entity structures will be adopted
or if adopted, what they would provide. If the PRC government deems that our contractual arrangements with the variable interest entities
do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation
of existing regulations change in the future, we could be subject to material penalties or be forced to relinquish our interests in those
operations or otherwise significantly change our corporate structure. We and our investors face significant uncertainty about potential
future actions by the PRC government that could affect the legality and enforceability of the contractual arrangements with the variable
interest entities and, consequently, significantly affect our ability to consolidate the financial results of the variable interest entities
and the financial performance of our company as a whole, which would likely result in a material change in our operations and/or a material
change in the value of our securities. If we or the variable interest entities are found to be in violation of any existing or future
laws or regulations of mainland China, or fail to obtain or maintain any of the required permits or approvals, the PRC regulatory authorities
would have broad discretion in accordance with the applicable laws and regulations to take action in dealing with such violations or failures.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds
that the agreements that establish the structure for holding our ICP license do not comply with applicable laws and regulations of mainland
China, or if these laws and regulations or the interpretation of existing laws and regulations change in the future, we could be subject
to severe penalties or be forced to relinquish our interests in those operations” and “—If the PRC authorities determine
that we can no longer own and operate certain of our learning centers through our subsidiaries in mainland China, we may need to restructure
the ownership and operation of these learning centers (including possibly transferring these learning centers to the variable interest
entities), our business may be disrupted and we may be exposed to increased risks associated with the contractual arrangements relating
to the variable interest entities.”

Division of Corporation Finance

Securities and Exchange Commission

September 30, 2024

Page 4

2. Please disclose the location of your auditor’s headquarters
                                            and whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated
                                            Appropriations Act, 2023, and related regulations will affect your company. Also provide
                                            cross references to applicable risk factors.

In response to the Staff’s comment, the Company respectfully
proposes to add relevant disclosure as follows (page references are made to the 2023 Form 20-F to illustrate the approximate
location of the disclosure) in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any
material development of the subject matter being disclosed.

Page 12:

The Holding Foreign Companies Accountable Act

Pursuant to the Holding Foreign Companies Accountable
Act, or the HFCAA , as amended by the Consolidated Appropriations Act, 2023, if the SEC determines that we have filed audit reports issued
by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit
our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate
completely registered public accounting firms headquartered in mainland China and Hong Kong, or the PCAOB Determination Report. On December 15,
2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the
list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.

Our current auditor, Marcum Asia CPAs LLP, or Marcum Asia,
the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor
of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States
pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Marcum Asia,
whose audit report is included in this annual report on Form 20-F, is headquartered in New York, New York, and was not included in
the list of PCAOB identified firms in the PCAOB Determination Report issued in December 2021. Our ability to retain an auditor subject
to PCAOB inspection and investigation, including but not limited to inspection of the audit working papers related to us, may depend on
the relevant positions of U.S. and Chinese regulators. Marcum Asia’s audit working papers related to us are located in mainland
China. With respect to audits of companies with operations in mainland China, such as us, there are uncertainties about the ability of
our auditor to fully cooperate with a request by the PCAOB for audit working papers in mainland China without the approval of Chinese
authorities.

Division of Corporation Finance

Securities and Exchange Commission

September 30, 2024

Page 5

Each
year, the PCAOB will determine whether it can inspect and investigate completely registered public accounting firms in mainland China
and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate
completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions
to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following
the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified
as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become
subject to the prohibition on trading in the United States under the HFCAA. For more details, see “Item 3. Key Information—D.
Risk Factors—Risks Relating to Doing Business in China— Our ADSs will be prohibited from trading in the United
States under the Holding Foreign Companies Accountable Act, or the HFCAA, in the future if the PCAOB is unable to inspect or investigate
completely our auditors. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value
of your investment.”

3. Please amend your disclosure here and in the Summary Risk Factors, Risk Factors, and Operating and Financial Review and Prospects
sections to state that, to the extent cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets
may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions
and limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash or assets, and
state that there is no assurance the PRC government will not intervene in or impose restrictions on the ability of you, your subsidiaries,
and the consolidated VIEs to transfer cash (or assets). Provide cross-references to these other discussions. To the extent you have cash
management policies that dictate how funds are transferred between you, your subsidiaries, the consolidated VIEs or investors, summarize
the policies and disclose the source of such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.);
alternatively, state that you have no such cash management policies that dictate how funds are transferred. Also discuss whether there
are any restrictions on your ability to convert Renminbi into foreign currencies. Lastly, provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.

In response to the Staff’s comment, the Company respectfully
proposes to revise the referenced disclosure as follows (page reference is made to the 2023 Form 20-F to illustrate the approximate
l

September 19, 2024
Ying Sun
Chief Executive Officer
TCTM Kids IT Education Inc.
6/F, No. 1 Andingmenwai Street, Litchi Tower
Chaoyang District , Beijing 100011
People's Republic of China
Re:TCTM Kids IT Education Inc.
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2023
Filed April 19, 2024
File No. 001-36363
Dear Ying Sun:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Annual Report on Form 20-F filed April 19, 2024
Item 3. Key Information, page 3
1.Please revise to disclose that the VIE structure involves unique risks to investors, explain
whether the VIE structure is used to provide investors with exposure to foreign
investment in China-based companies where Chinese law prohibits direct foreign
investment in the operating companies, and disclose that investors may never hold equity
interests in the Chinese operating company. Also acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or a material change in the value of your securities. Additionally,
your disclosure should clarify that you are the primary beneficiary of the VIE for
accounting purposes.
2.Please disclose the location of your auditor’s headquarters and whether and how the
Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company. Also provide
cross references to applicable risk factors.

September 19, 2024
Page 2
3.Please amend your disclosure here and in the Summary Risk Factors, Risk Factors, and
Operating and Financial Review and Prospects sections to state that, to the extent cash or
assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or
assets may not be available to fund operations or for other use outside of the PRC/Hong
Kong due to interventions in or the imposition of restrictions and limitations on the ability
of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer
cash or assets, and state that there is no assurance the PRC government will not intervene
in or impose restrictions on the ability of you, your subsidiaries, and the consolidated
VIEs to transfer cash (or assets). Provide cross-references to these other discussions. To
the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies and disclose the source of such policies (e.g., whether they are contractual in
nature, pursuant to regulations, etc.); alternatively, state that you have no such cash
management policies that dictate how funds are transferred. Also discuss whether there
are any restrictions on your ability to convert Renminbi into foreign currencies. Lastly,
provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.
4.Revise the diagram of your corporate structure on page 5 to identify the person or entity
that owns the equity in each depicted entity. In this regard, you have not identified the
equity owners of the VIE. In addition, remove the arrow from the dotted line indicating
contractual arrangements in your diagram.
5.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your securities. Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
We note that you give examples of the "material" permissions required to operate your
business, "among others." Please revise to disclose each permission or approval that you,
your subsidiaries, or the VIEs are required to obtain from Chinese authorities to operate
your business and to offer your securities to foreign investors, and the disclosure here
should not be qualified by materiality. Also revise to explain the basis for your
conclusions that CSRC and CAC approval is not required, and state whether you relied on
an opinion of counsel in those determinations. If not, explain why. Additionally, you state
that you are not subject to CSRC approval, yet you also state that you will be required to
file with the CSRC for overseas offerings as a result of the Trial Administrative Measures. 6.

September 19, 2024
Page 3
Revise for consistency. State affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Please also describe the consequences to you and your investors if you, your subsidiaries,
or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
Item 4.D. Risk Factors, page 14
7.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given
recent statements by the Chinese government indicating an intent to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in
China-based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.
8.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your securities and to what extent you believe that you are compliant with
the regulations or policies that have been issued by the CAC to date. If you believe certain
permissions/approvals are not required/applicable, please discuss how you came to that
conclusion, why that is the case, and the basis on which you made that determination. In
this regard, your risk factor on page 24 merely describes the CAC regulations and does
not specify how they apply to your business.

September 19, 2024
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Tony Watson at 202-551-3318 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Taylor Beech at 202-551-4515 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    Fang Xue, Esq.

    Direct: +86 10 6502 8687

    Fax: +86 10 6502 8510

    fxue@gibsondunn.com

July 6, 2021

Daniel F. Duchovny

Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:	Tarena
International, Inc.

Schedule 13E-3

Filed on May 25, 2021

Filed by Tarena
International, Inc., Mr. Shaoyun Han, Kidedu Holdings

Limited, Kidarena Merger Sub, Kidtech
Limited, Ascendent Capital

Partners III, L.P., Connion Capital Limited, Learningon Limited,

Moocon Education Limited, Techedu Limited,
and Titanium

Education (Cayman) Limited

File No. 005-88126

Dear Mr. Duchovny:

On behalf of Tarena International,
Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”),
we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) contained in its letter, dated June 16, 2021, with respect to the Schedule 13E-3,
File No.005-88126 (the “Schedule 13E-3”) filed on May 25, 2021 by the Company and the other filing persons named
therein. For your convenience, the Staff’s comments are repeated below in bold and italics, followed in each case by the responses
of the filing persons and certain other relevant persons.

Please note that, except where
indicated otherwise, all references to page numbers in the responses are references to the page numbers in Amendment No. 1 to the Schedule
13E-3 (the “Amendment”) or the revised preliminary proxy statement attached as Exhibit (a)-(1) thereto (the
 “Revised Proxy Statement”), as the case may be, both of which have been filed concurrently with the submission
of this letter in response to the Staff’s comments. All capitalized terms not otherwise defined herein are defined in the Revised
Proxy Statement.

The Amendment and the Revised
Proxy Statement incorporate the changes made in response to the Staff’s comments, as well as certain other updated information.
In addition, a marked copy of the Amendment and the Revised Proxy Statement indicating changes against the Schedule 13E-3 and the preliminary
proxy statement attached as Exhibit (a)-(1) thereto is being provided separately to the Staff via email.

We represent the special committee
of the board of directors of the Company. To the extent any response relates to information concerning any person other than the Company,
such response is included in this letter based on information provided to the Company by such other persons or their respective representatives.

Proxy Statement

 1. It appears that the Other Rollover Shareholders are affiliates of the issuers and engaged in the
going private transaction. Thus, please include the Other Rollover Shareholders as filing persons in the Schedule 13E-3 and all required
disclosure for each such entity. Alternatively, provide us your detailed legal analysis explaining why you do not believe such entities
should be filing persons.

Each of the Other Rollover Shareholders
believes that it should not be viewed as an affiliate of the Company, and accordingly determined that it does not need to be included
as filing persons in the Schedule 13E-3. Each of the Other Rollover Shareholders respectfully advises the Staff the following:

KKR

With respect to KKR (defined as Talent
Fortune Investment Limited in the Schedule 13E-3), KKR believes that it is not an affiliate of the Company engaged in the transaction
pursuant to Rule 13e-3 under the Exchange Act (“Rule 13e-3”) and therefore should not be added as a filing person
to the Schedule 13E-3, even though KKR has entered into a rollover and support agreement (the “Support Agreement”),
where KKR has agreed to vote all of the shares beneficially owned by KKR in favor of the authorization and approval of the Merger Agreement,
the Plan of Merger and the Transactions.

In reaching this conclusion, KKR considered,
among other things, the Staff’s analysis and interpretive position set forth in its Rule 13e-3 Compliance and Disclosure Interpretations
(“CDIs”) and believes that the facts and circumstances at issue here do not conclude that KKR should be deemed
to be an affiliate engaged in the transaction for purposes of Rule 13e-3. Specifically,

 A. KKR is not an affiliate of the Company or any of the existing
filing persons of the Schedule 13E-3.

 a. KKR’s current voting power (5.6%) in the Company does not give it the right or ability to control
the Company. In addition, KKR has no ownership interest in any of the entities in the Buyer Group.

 b. KKR does not play any role in the management of either the Company or any of the entities in the Buyer
Group, nor is it entitled to nominate or elect any director to the board of directors of the Company or any of the entities in the Buyer
Group.

 c. KKR does not have any contract, arrangement or understanding giving it the right or ability to otherwise
control the Company or any member of the Buyer Group, including the Chairman, nor does the Chairman have any contract, arrangement or
understanding giving him the right or ability to otherwise control KKR.

      2

 B. Following the merger transaction, KKR will hold the same voting
power (5.6%) in Parent as it did in the Company immediately prior to the Merger. In addition, as was the case with the Company, KKR will
not play any role in the management of the Surviving Company or Parent, nor will KKR have any right to nominate or elect any director
to the board of directors of either the Surviving Company or Parent following the completion of the Merger. Furthermore, as was the case
with the Company, KKR will not have any contracts, arrangements, or understandings that would give it control of either the Surviving
Company or Parent.

 C. KKR is also not engaged in the transaction within the meaning
of Rule 13e-3 and the Staff’s CDIs. KKR played no role in conceiving, planning, or pursuing the transaction, and KKR does not expect
to, and will not, receive any special treatment in the transaction, other than the fact that it was invited to roll over its equity into
Parent, and KKR accepted the invitation to maintain its investment in the business of the Company. Other than the Support Agreement,
KKR is not a party to any of the other agreements entered into in connection with the transaction, including the Merger Agreement, the
Equity Commitment Letter, the Limited Guarantees, the Consortium Agreement, the Interim Investor Agreement, the Personal Guarantee and
the Gaorong Letter of Undertaking.

 D. While CDI Question 102.01 provides that the presence of a
 “controlling or majority security holder” of the issuer “does not necessarily preclude a holder of a lesser amount
of securities from being considered an ‘affiliate’ for purposes of Rule 13e-3,” the CDI also makes it clear that even
a holder of a “significant stake” in the securities of the issuer is not necessarily an “affiliate” of the issuer
for Rule 13e-3 purposes. In the current case, while KKR may beneficially own 12.1% of the total economic interest in the Company (assuming
conversion of all outstanding class B ordinary shares into class A ordinary shares), KKR’s shareholding represents only 5.6% of
the total voting power of the Company. KKR’s voting power represents only a fraction of the 67.4% total voting power of the Company
held by the Chairman and entities affiliated with the Chairman, which are the controlling security holders and “affiliates”
of the Company “engaged” in the Rule 13e-3 transaction.

      3

 E. KKR has not taken any position that can in any way be construed
as “recommending” the transaction to the unaffiliated holders of the Company’s securities (CDI Question 101.03).

KKR would like to highlight its lack
of involvement in the management and affairs of the business of the Company, both before and after the Rule 13e-3 transaction. Moreover,
KKR has not been involved in conceiving, planning, or pursuing the transaction itself, and accordingly, is not in a position to have an
independent view on whether it “reasonably believes that the Rule 13e-3 transaction is fair or unfair to unaffiliated security holders”
of the Company, as required of all Rule 13e-3 filing persons by Item 1014(a) of Regulation M-A (CDI Question 101.01). KKR respectfully
submits that the addition of KKR as a filing person would involve considerable burden and delay while adding little information about
the transaction that would be beneficial to unaffiliated security holders of the Company given that KKR has essentially not been involved
in the structuring, negotiation, or implementation of the transaction in any way.

For the foregoing reasons, KKR believes
that it should not be included as a filing person to the Schedule 13E-3.

New Oriental

Rule 13e-3(a)(1) defines “affiliate
of an issuer” to mean “a person that directly or indirectly through one or more intermediaries controls, is controlled by,
or is under common control with such issuer.” New Oriental Education & Technology Group Inc. (“New Oriental”)
respectfully advises the Staff that New Oriental does not have any representation on the Company’s board of directors and as reported
in Schedule 13D filed by New Oriental with the SEC on May 10, 2021, New Oriental owns only 1,000,000 Class A ordinary shares of the Company
(“New Oriental Rollover Shares”), representing only 1.8% of the total outstanding ordinary shares of the Company
and 0.8% of the voting power of all outstanding ordinary shares of the Company (in each case, based on 48,439,184 Class A ordinary shares
and 7,206,059 Class B ordinary shares outstanding as of February 28, 2021, as reported in the Company’s Annual Report on Form 20-F
filed with the SEC on April 13, 2021). Other than its ownership of shares of the Company as described above, New Oriental has no relationship
with the Company. As a result, New Oriental is not, and should not be deemed to be, an affiliate of the Company.

New Oriental is not a member to the
Buyer Group and has no previous relationship with any member of the Buyer Group or any other Rollover Shareholders. New Oriental was not
approached by the Buyer Group until March 2021, at which time it was only given the opportunity to roll over the New Oriental Rollover
Shares in the merger transaction. Other than the negotiation of a rollover and support agreement in connection with the rollover of the
New Oriental Rollover Shares, New Oriental was not involved in the initiation, preparation, negotiation and finalization of the preliminary
non-binding proposal letter submitted by the Chairman to the board of directors of the Company on December 8, 2020, any negotiations or
discussions between the Buyer Group and the Company or any transaction documents in relation to the merger transaction, including but
not limited to the Merger Agreement. New Oriental would also note that it is not a party to either the Consortium Agreement or the Interim
Investment Agreement which govern the relationship among the members of the Buyer Group.

      4

Rule 13e-3(a)(1) further provides,

For the purposes of this section only,
a person who is not an affiliate of an issuer at the commencement of such person’s tender offer for a class of equity securities
of such issuer will not be deemed an affiliate of such issuer prior to the stated termination of such tender offer and any extensions
thereof.

While the acquisition of the Company
is structured as a merger, rather than a tender offer, the principle remains the same. New Oriental was not rendered an affiliate of the
Company merely by agreeing to participate as a rollover shareholder in the acquisition. It has not acquired the power to influence the
Company’s policies or its response to the acquisition offer. Nor is it controlled by the Company or under common control with the
Company by its management.

Rule 13e-3(d) requires a Schedule 13E-3 to be filed by an issuer or
affiliate engaging in a Rule 13e-3 transaction. It does not require each person participating in a Rule 13e-3 transaction in which an
issuer or an affiliate is engaged to file a Schedule 13E-3 or each person deemed to be a member of “group” that includes affiliates
to file a Schedule 13E-3. Therefore, New Oriental respectfully submits to the Staff that New Oriental is not required to be identified
as a filing person because it is not, and will not be upon consummation of the transactions contemplated by the Merger Agreement, an affiliate
of the Company or any member of the Buyer Group and does not believe it has “engaged” in the 13e-3 transaction proposed by
the Buyer Group.

Gaorong

With respect to Banyan Enterprises A
Limited and Banyan Enterprises Limited (collectively, “Gaorong”), Gaorong respectfully advises the Staff that
neither Banyan Enterprises A Limited nor Banyan Enterprises Limited falls within the definition of “affiliate” of the Company
and thus should not be a filing person on the Schedule 13E-3.

Rule 13e-3 requires that each issuer
and affiliate engaged, directly or indirectly, in a going private transaction file a Schedule 13E-3 and furnish the required disclosures.
Rule 13e-3(a)(1) under the Exchange Act defines an “affiliate” of an issuer as “a person that directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under common control with such issuer.” Rule 12b-2 under the
Exchange Act defines “control” to mean the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

In the present case, Banyan Enterprises
A Limited and Banyan Enterprises Limited hold 127,173 Class A ordinary shares and 720,644 Class A ordinary shares of the Company (collectively,
 “Gaorong Rollover Shares”), representing 0.2% and 1.3% of the Company (based on 55,645,243 ordinary shares outstanding
as of February 28, 2021, as reported in the Form 20-F filed by the Company on April 13, 2021), respectively. Gaorong is not a member to
the Buyer Group and played no role in conceiving, planning, pursuing or negotiating the merger transaction. As a Rollover Shareholder,
Gaorong has merely entered into a rollover and support agreement in connection with the rollover of the Gaorong Rollover Shares and a
letter of undertaking, which honors the existing obligations of Mr. Shaoyun Han and Techedu Limited under a share purchase agreement dated
as of December 7, 2018 (as amended) following the merger transaction. Neither Gaorong’s share ownership in the Company nor any contractual
arrangement it has entered into gives Gaorong any right or ability to influence the governance or operation of the Company, whether prior
to or after the merger transaction. Similarly, Gaorong is not controlled by or under common control with the Company. Therefore, Banyan
Enterprises A Limited and Banyan Enterprises Limited should not be considered as affiliates of the Company, and thus are not filing persons
on the Schedule 13E-3.

      5

 2. On a related note, we note in the cover letter that several of the parties to the merger agreement
can designate a company other than entity currently named to own Parent at the effective time of the merger. Please confirm that any such
designation will be accompanied by the filing of an amendment to the Schedule 13E-3 to include such designated entities as filing persons.

Ascendent Capital Partners III,
L.P. and Titanium Education (Cayman) Limited

Ascendent Capital Partners III,
L.P. (“Sponsor”) respectfully advises the Staff that, Sponsor currently has no intention to designate any
of its affiliates, other than its wholly owned subsidiary, Titanium Education (Cayman) Limited
(“Investor”), to own, at the effective time of the Merger, directly or indirectly, certain equity
securities of Parent (or certain

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 June 16 , 2021

By E-Mail
Fang Xue, Esq.
Gibson, Dunn & Crutcher  LLP
Unit 1301, Tower 1, China Central Place
No. 81 Jianguo Road
Chaoyang District
Beijing 100025, PRC

Re: Tarena International, Inc.
Schedule 13E -3
Filed on May 25, 2021
Filed by Tarena International,  Inc., Mr. Shaoyun Han , Kidedu Holdings
Limited , Kidarena Merger Sub , Kidtech Limited , Ascendent Capital
Partners III, L.P. , Connion Capital Limited , Learningon Limited ,
Moocon Education Limited , Techedu Limited , and Titanium
Education (Cayman) Limited
File No. 005-88126

Dear Ms. Xue :

We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with informat ion so we may bett er understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to you r facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have additional comments.

Proxy Statement
1. It appears that the Other Rollover Shareholders are affiliates of the issuers and engaged in
the going private transaction. Thus, p lease include the Other Rollover Shareholders as
filing persons in the Schedule 13E -3 and all required disclosure for each such entity.
Alternatively, provide us your detailed legal analysis explaining why you do not believe
such entities should be filing  persons.
2. On a related note, w e note in the cover letter that several of the parties to the merger
agreement can designate a company other than entity currently named to own Parent at

Fang Xue, Esq.
Gibson, Dunn & Crutcher  LLP
June 16 , 2021
Page 2

 the effective time of the merger. Please confirm that an y such designation will be
accompanied by the filing of an amendment to the Schedule 13E -3 to include such
designated entit ies as filing persons.

Summary Term Sheet, page 1
3. Please shorten the summary term sheet and Q&A sections significantly while keeping
only a description of the most material terms of the proposed transaction. Refer t o Item
1001 of Regulation M -A.

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions

Mail Stop 3720
February 1 , 2017

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.
 Form 20-F for Fiscal Year Ended December 31, 2015
Filed April 20, 2016
File No. 001 -36363

Dear Mr. Han :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
 AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

Tarena International, Inc.

Suite 10017, Building E

Zhongkun Plaza, A18 Bei San Huan West Road

Haidian District, Beijing 100098

People’s
Republic of China

January 27, 2017

VIA EDGAR

Larry Spirgel, Assistant Director

Kathleen Krebs, Special Counsel

Joshua Shainess, Staff Attorney

Terry French, Accountant Branch Chief

Charles Eastman, Senior Staff Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Tarena International, Inc. (the “Company”)

                                         Form 20-F for Fiscal Year Ended December 31, 2015 (the “2015 20-F”)

                                         Filed April 20, 2016

                                         File No. 001-36363

Dear Mr. Spirgel, Ms. Krebs, Mr. Shainess, Mr. French and Mr.
Eastman:

This letter sets forth the Company’s
response to the comments contained in the letter dated January 19, 2017 from the staff of the Securities and Exchange Commission
(the “Staff”) regarding
the 2015 20-F. The “Company” is used in this letter to refer to Tarena International, Inc., its subsidiaries, and its
variable interest entities. The comments are repeated below and followed by the response thereto.

Form 20-F for the Fiscal Year ended December 31, 2015

Item 3. Key Information

D. Risk Factors

We may not be able to maintain our high job placement rate
for students, which could harm our ability to attract student enrollments, page 6

 1. We note your response to our comment 1 describing your methodology for calculating the six-month post-course
job placement rates for your students. To provide further context, please disclose the percentage of your students who filled out
your initial surveys, the percentage of enrolled students who graduated, and the percentage of students who are deemed to be “job-seeking”
students.

      1

In response to the Staff’s comment, the Company
proposes to further supplement this risk factor and the sub-section titled Student job placement services in its future
Form 20-F filings by adding the following disclosure:

“Among the students enrolled in 2014 and 2015
who later successfully graduated from our programs with graduation certificates awarded and who were job-seeking, 100% and 100%
of such students, respectively, filled out our surveys. Among the students enrolled in 2014 and 2015, 89% and 86% of such students,
respectively, graduated from our programs with graduation certificates awarded. Among the students enrolled in 2014 and 2015 who
later successfully graduated from our programs with graduation certificates awarded, 81% and 77% of such students, respectively,
were deemed to be job-seeking students.”

Item 5. Operating and Financial Review and Prospects, page
67

 2. We note your response to our comment 4 that, as a result of your plan to devote more resources to
your management of accounts receivable, you believe the delinquency risk for these accounts and additions to your bad debt allowances
will not continue to increase. Please disclose the specific resources that you plan to devote in this respect, and explain how
these resources will lessen the delinquency risk.

In response to the Staff’s comment, the Company
proposes to further supplement its General and Administrative Expenses (for The Year Ended December 31, 2015 Compared to the
Year Ended December 31, 2014) in its future Form 20-F filings by adding the following disclosure:

“Since July 2015, we focused more on tracking
and updating the personal information of our alumni who used the post-graduation payment option, and we began to (i) task our career
counselors with accounts receivable collection from their former students in such class and (ii) add accounts receivable collection
rate as a KPI for our regional managers, learning center managers and career counselors. We believe that our stricter tracking
and management of accounts receivable have been effective in generally preventing the overall delinquency risk from increasing.”

*       *       *

      2

If you have any additional questions or
comments regarding the 2015 20-F, please contact the undersigned at +86 (10) 6213-5687 or the Company’s U.S. counsel, Z.
Julie Gao and Will H. Cai of Skadden, Arps, Slate, Meagher & Flom LLP, at +852 3740-4863 / +852 3740-4891.

    Very truly yours,

    /s/
                                         Yuduo Yang

                                                         Yuduo
                                         Yang

                                                         Chief
                                         Financial Officer

 cc: Shaoyun Han, Chairman and Chief Executive Officer, Tarena International, Inc.

Z. Julie Gao, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Will H. Cai, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Bruce K. Zirlen, Partner, KPMG Huazhen LLP

Francis Duan, Partner, KPMG Huazhen LLP

      3

Mail Stop 3720
January 19, 2017

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.
 Form 20-F for  Fiscal Year Ended December 31, 2015
Response dated  January 12, 2017
File No. 001 -36363

Dear Mr. Han :

We have reviewed your January 12, 2017  response to our comment letter and have the
following comments.  Please comply with the following comments in future filings.  Confirm in
writing that you will do so and explain to us how you intend to comply .  In some of our
comments, we may ask you to p rovide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our Decemb er
28, 2016  letter.

Risk Factors

We may not be able to maintain our high job placement rate for students, which could harm our
ability to attract student enrollments, page 6

1. We note your response to our comment 1 describing your methodology for calcul ating
the six -month post -course job placement rates for your students .  To provide further
context, please disclose the percentage of your students who filled out your initial
surveys, the percentage of enrolled students who graduated, and the percentage o f
students who are deemed to be “job -seeking” students.

Mr. Shaoyun Han
Tarena International, Inc.
January 19, 2017
Page 2

Item 5.  Operating and Financial Review and Prospects, page 67

2. We note your response to our comment 4  that, as a result of your plan to devote more
resources to your management of accounts receivabl e, you believe the delinquency risk
for these accounts and additions to your bad debt allowances will not continue to
increase.  Please disclose  the specific resources that you plan to  devote in this respect ,
and explain how these resources will lessen the  delinquency risk .

You may contact Charles Eastman , Senior Staff Accountant at (202) 551 -3794 or Terry
French , Accountant Branch Chief  at (202) 551 -3828  if you have questions regarding comments
on the financial statements and related matters.  Please contact Joshua Shainess at (202) 551 -
7951 , Kathleen Krebs, Special Counsel at (202) 551 -3350,  or me at (202) 551 -3810 with any
other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
 AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

Tarena International, Inc.

Suite 10017, Building E

Zhongkun Plaza, A18 Bei San Huan West Road

Haidian District, Beijing 100098

People’s
Republic of China

January 12, 2017

VIA EDGAR

Larry Spirgel, Assistant Director

Kathleen Krebs, Special Counsel

Joshua Shainess, Staff Attorney

Terry French, Accountant Branch Chief

Charles Eastman, Senior Staff Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Tarena International, Inc. (the “Company”)

Form 20-F for Fiscal Year Ended December 31, 2015 (the “2015 20-F”)

Filed April 20, 2016

File No. 001-36363

Dear Mr. Spirgel, Ms. Krebs, Mr. Shainess, Mr. French and Mr.
Eastman:

This letter sets forth the Company’s
response to the comments contained in the letter dated December 28, 2016 from the staff of the Securities and Exchange Commission
(the “Staff”) regarding
the 2015 20-F. The “Company” is used in this letter to refer to Tarena International, Inc., its subsidiaries, and its
variable interest entities. The comments are repeated below and followed by the response thereto.

Form 20-F for the Fiscal Year ended December 31, 2015

Item 3. Key Information

D. Risk Factors

We may not be able to maintain our high job placement rate
for students, which could harm our ability to attract student enrollments, page 6

 1. Please expand your disclosure to include specific historical job placement percentage figures in order
to provide context to this risk factor and your statement on page 46 that you “have an effective job placement program”
for your adult students. Disclose how you determine these placement figures, such as the time frame from course completion, nature
of the job (e.g., full-time or part-time, salary, and whether the job is in the student’s field of study) and nature of the
student (e.g., recipient of a graduate certificate from the company or other certificates upon passage of certain exams).

    1

In response to the Staff’s comment, the Company
proposes to supplement this risk factor and the sub-section titled Student job placement services in its future Form 20-F
filings by adding the following disclosure:

“We gather data on post-course job placement
rates by conducting surveys of our graduates. Based on the survey responses, we calculate the six-month post-course job placement
rates for a month by dividing (i) the number of job-seeking students enrolled in such month who (A) successfully graduated from
our programs with graduation certificates awarded and (B) indicated that they had received employment offers within six months
of graduation, by (ii) the total number of job-seeking students enrolled in such month who later successfully graduated from our
programs with graduation certificates awarded. We calculate the average six-month post-course job placement rate for a year by
averaging the six-month post-course job placement rates of each month of such year. Our average six-month post-course job placement
rate for each of 2014 and 2015 was over 90%. When calculating such job placement rates for 2014 and 2015, a majority of the employment
reported by relevant students were full-time employment, and a majority of the employment reported by relevant students were in
the fields of their studies with us.”

Item 4. Information on the Company

B. Business Overview, page 39

 2. We note that in December 2015, you launched new education programs that target and contain curricula
that are customized for primary to high school students aged between 8 and 18 and are taught by teaching assistants face-to-face
in offline classrooms. Please specifically address how Chinese government regulations apply to these new programs, and the extent
to which the regulations differ from the regulations that apply to your adult, professional training programs. For example, discuss
whether these programs are subject to approval by education authorities rather than authorities in charge of labor and social welfare.
As another example, we note that several provinces, municipalities, and other regulatory agencies in the PRC have promulgated various
regulations and policies that prohibit or restrict the ability of public school teachers to act in a separate capacity as private
tutors or teachers. Please tell us the degree to which these regulations and policies have had or will have a material impact upon
your business.

In response to the Staff’s comment, the Company
proposes to supplement the sub-section titled Government Regulations in its future Form 20-F filings by adding the following
disclosure:

    2

“Our new kid education programs launched in
December 2015 are mostly operated through our learning centers in Beijing. The kid education programs contain IT training courses
and non-IT training courses, both of which fall within the category of professional education training. Under PRC regulations,
the kid education programs offered through professional education training entities shall not be subject to supplemental governmental
pre-approval. The governmental authorities that have approved the establishment of the professional education training entities
shall be the same authorities that continue to regulate new programs launched by such training entities. In the case of our learning
centers operating our kid education programs, their establishment are approved by the relevant governmental authorities in charge
of labor and social welfare, and as such, the kid education programs will be under the governance of the same governmental authorities.
Furthermore, current PRC laws and regulations do not specifically distinguish between adult professional education training and
minor professional education training. Thus, from a regulatory prospective, the kid education programs do not have material difference
as compared with adult professional education training programs and shall follow the same PRC regulations that apply to our adult
professional education training programs. According to the Regulation on Prohibiting Primary to High Schools and Their Teachers
from Paid Teaching after School issued by the Ministry of Education on June 29, 2015 and the implementation documents issued by
local education authorities, only teachers of primary to high schools are not allowed to teach paid lessons after school nor act
in a separate capacity as private tutors or teachers. None of teachers in our kids education programs are teachers of primary to
high schools, and most of such teachers are our full-time employees.”

The Company respectfully advises the Staff that the
Company believes that the regulations and policies mentioned in the Staff’s comment did not and will not have a material
impact upon the Company’s business.

Item 4. Operating and Financial Review and Prospects, page
67

 3. We note that you offer three payment options for your students: (1) one-time full payment upon enrollment,
(2) multiple payments within two months of enrollment, and (3) payment within a period of time after graduation by qualified students.
Please disclose the percentage of students who use each option in each period discussed. With respect to the post-graduation payment
option, please disclose the repayment periods and how students qualify for this payment option.

In response to the Staff’s comment, the Company
proposes to supplement Item 4A – Operating Results in its future Form 20-F filings by adding the following disclosure:

“In
2015, 77.7% of our enrolled students paid one-time in full upon enrollment, 8.8% of our enrolled students paid multiple times within
two months of enrollment and 13.5% of our enrolled students utilized the option to pay within a period of time after graduation.
For our post-graduation payment option, qualified students are given a grace period of up to six months after graduation to look
for employment, during which time no repayment needs to be made. After such grace period, students are given a ten-month repayment
period. In order to qualify for such payment option, students must pass our credit screening by furnishing to us a number of supporting
documents, for instance a credit report from the People’s Bank of China.”

    3

 4. We note that additions to your bad debt allowances (as well as write-offs) have significantly increased
in 2014 and 2015 and that you attribute the increase to your post-graduation tuition installment payment option for qualified students
enrolled from 2010 to 2014. Please discuss in more detail the underlying reasons for these increases. Disclose whether you expect
this trend to continue and explain why.

In response to the Staff’s comment, the Company
proposes to supplement its General and Administrative Expenses (for The Year Ended December 31, 2015 Compared to the Year Ended
December 31, 2014) in its future Form 20-F filings by adding the following disclosure:

“The
amount of bad debt allowance in 2014 mainly reflects our assessment of the delinquency risk for students enrolled between 2010
and 2013 who used the post-graduation payment option. In 2015, we observed an increase in the overall account aging for students
enrolled between 2010 and 2014 who used the post-graduation payment option, as well as an increase in the cumulative default amount
of accounts receivable from such students. As a result, we determined that the delinquency risk for the corresponding accounts
receivable has increased as well. As we devote more resources towards accounts receivable management, we do not believe that the
overall delinquency risk for our accounts receivable will continue to increase.”

Item 6. Directors, Senior Management and Employees

B. Share Ownership, page 95

 5. We note your disclosure in note (6) to the table on page 95 that the beneficial ownership of the KKR
funds consists of all of the Class A and Class B ordinary shares held by Mr. Shaoyun Han as a result of a convertible bond purchase
agreement entered among Talent Fortune Investment Limited (an affiliate of the KKR funds) and Mr. Shaoyun Han on July 14, 2015.
Please disclose how the July 2015 convertible bond purchase agreement resulted in the KKR funds beneficially owning Mr. Han’s
shares. Also disclose the veto and other rights given to KKR over potential corporate actions that Mr. Han could take due to his
controlling interest in the company. Clarify whether operation of the agreements (including a default by Mr. Han’s of the
payment of the bond) could result in a change in control of the company.

In
response to the Staff’s comment, the Company proposes to supplement the relevant note for KKR to the Share Ownership
table in the Company’s future Form 20-F filings by adding the following disclosure:

“As
disclosed in a Schedule 13D amendment filed by KKR & Co. L.P. and its affiliated entities (collectively, “KKR Parties”)
on July 23, 2015 (the “KKR 13D”), KKR Parties took the view that they may be deemed to share the beneficial ownership
of our ordinary shares owned by Mr. Shaoyun Han by virtue of a convertible bond purchase agreement (the “CBPA”) entered
into on July 14, 2015 among (i) Moocon Education Limited (“Moocon”), a limited liability company incorporated in the
British Virgin Islands wholly owned by Mr. Shaoyun Han, (ii) Mr. Han, (iii) Talent Wise Investment Limited (“Talent”),
an exempted company with limited liability incorporated in Cayman Islands indirectly controlled by KKR & Co. L.P. and its affiliated
entities and (iv) Talent Fortune Investment Limited (“Talent Fortune”, together with Talent, the “Talent Parties”),
an exempted company with limited liability incorporated in Cayman Islands indirectly controlled by KKR & Co. L.P. and its affiliated
entities.

    4

Under
the CBPA, neither Mr. Han nor any entity directly or indirectly controlled by him, excluding us (together with Mr. Han, the “Founder
Entities”) may agree to have us take any of the following actions without the approval of Talent Wise, provided that
the Talent Parties and their affiliates hold not less than 4,195,662 Class A ordinary shares of ours and Moocon has not redeemed
the Bond (as defined in the CBPA) in full:

 (i) issue any securities of any type or class, carry out any equity financing or undertake any obligation in relation to any of
the above, with certain exceptions;

 (ii) merge, amalgamate or reorganization, or acquisition exceeding US$10 million, or take any action which would result in a change
of control or a transfer of an asset valued at US$10 million or more;

 (iii) carry out business other than education; or

 (iv) delist or change its listing place, or take any other actions which may affect the liquidity of the KKR Parties’ investment.”

In
response to the Staff’s comment, the Company proposes to supplement the disclosure in Item 6E – Share Ownership
in its future Form 20-F filings by adding the following disclosure:

“In
the event of Talent Wise elects to convert all of the Bond into the shares of the Moocon under the CBPA, following the occurrence
of an Event of Default (as define in the CBPA), and therefore acquires the control of Moocon, Talent Wise may be deemed to beneficially
own all of the shares of the Company held by Moocon. As of March 31, 2016, Moocon held 2,000,000 Class A ordinary shares of ours,
representing approximately 1.3% of the total outstanding voting power of the our company. The calculation of the voting power is
based on 55,944,298 outstanding ordinary shares as a single class, being the sum of 45,369,402 Class A ordinary shares and
10,574,896 Class B ordinary shares outstanding as of September 30, 2016, assuming conversion of all Class B ordinary shares into
Class A ordinary shares. Since Mr. Han would still control more than 50% of the total outstanding voting power of our company
following the occurrence of an Event of Default, the operation of the CBPA would not result in a change of control.”

*       *       *

    5

If you have any additional questions or
comments regarding the 2015 20-F, please contact the undersigned at +86 (10) 6213-5687 or the Company’s U.S. counsel, Z.
Julie Gao and Will H. Cai of Skadden, Arps, Slate, Meagher & Flom LLP, at +852 3740-4863 / +852 3740-4891.

    Very truly yours,

    /s/ Yuduo Yang

    Yuduo Yang

    Chief Financial Officer

 cc: Shaoyun Han, Chairman and Chief Executive Officer, Tarena International, Inc.

Z. Julie Gao, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Will H. Cai, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Bruce K. Zirlen, Partner, KPMG Huazhen LLP

Francis Duan, Partner, KPMG Huazhen LLP

    6

Mail Stop 3720
December 28 , 2016

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.
 Form 20-F for  Fiscal Year Ended December 31, 2015
Filed April 20, 2016
File No. 001 -36363

Dear Mr. Han :

We have reviewed your filing an d have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclo sure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why i n your response.

After reviewing your response to these  comments, we may have  additional comments.

Risk Factors

We may not be able to maintain our high job placement rate for students, which could harm our
ability to attract student enrol lments, page 6

1. Please expand  your disclosure to include specific historical job placement percentage
figures in order to provide context to this risk factor and your statement on page 46 that
you “have an effective job placement program” for your adult st udents.  Disclose how
you determine these placement figures, such as the time frame from course completion,
nature of the job (e.g., full -time or part -time, salary , and whether the job is in the
student’s field of study) and nature of the student (e.g., re cipient of a graduate certificate
from the company or other certificates upon passage of certain exams) .

Mr. Shaoyun Han
Tarena International, Inc.
December 28 , 2016
Page 2

Business Overview, page 39

2. We note that  in December 2015, you launched new education programs th at target and
contain curricula  that are customized f or primary to high school students aged between 8
and 18 and are taught by teaching assistants face -to-face in offline classrooms.  Please
specifically address how Chinese government regulations apply to these new programs,
and the extent to which the regu lations differ from the regulations that apply to your
adult, professional training programs.  For example, discuss whether these programs are
subject to approval by education authorities rather than authorities in charge of labor and
social welfare.  As a nother example, we note that several provinces, municipalities, and
other regulatory agencies in the PRC have promulgated various regulations and policies
that prohibit or restrict the ability of public school teachers to act in a separate capacity as
private tutors or teachers.  Please tell us the degree to which these regulations and
policies have had or will have a material i mpact upon your business.

Item 5.  Operating and Financial Review and Prospects , page 67

3. We note that you offer three payment options for your students:  (1) one -time full
payment upon enrollment, (2) multiple payments within two months of enrollment, and
(3) payment within a period of time after graduation by qualified students.  Please
disclose the percentage of students who us e each option in each period discussed.  With
respect to the post -graduation payment option, please disclose the repayment periods and
how students qualify for this payment option.

4. We note that  additions to your bad debt allowances (as well as write -offs)  have
significantly increased in 2014 and 2015 and that you attribute the increase to your post -
graduation tuition installment payment option for qualified students enrolled from 2010
to 2014.  Please discuss in more detail the underlying reasons for these  increases.
Disclose whether you expect this trend to continue and explain why.

Share Ownership, page 95

5. We note your disclosure in note (6) to the table on page 95 that the beneficial ownership
of the KKR funds consists of all of the Class A and Class B ordinary shares held by  Mr.
Shaoyun Ha n as a result of a convertible bond purchase agreement entered among Talent
Fortune Investment Limited (an affiliate of the KKR funds) and Mr. Shaoyun Han on
July 14, 2015.  Please disclose how the July 2015 converti ble bond purchase agreement
resulted in the KKR funds beneficially owning Mr. Han’s shares.  Also disclose the veto
and other rights given to KKR over potential corporate actions that Mr. Han could take
due to his controlling interest in the company.  Clar ify whether operation of the
agreements (including a default by Mr. Han’s of the payment of the bond) could result in
a change in control of the company.

Mr. Shaoyun Han
Tarena International, Inc.
December 28 , 2016
Page 3

 We remind you that the company and its management are responsible for the accuracy
and adequacy of t heir disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Charles Eastman , Senior Staff Accountant at (202) 551 -3794 or Terry
French , Accountant Branch Chief  at (202) 551 -3828  if you have questions  regarding comments
on the financial statements and related matters.  Please contact Joshua Shainess at (202) 551 -
7951 , Kathleen Krebs, Special Counsel at (202) 551 -3350,  or me at (202) 551 -3810 with any
other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
 AD Office 11 – Telecommunications

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
BRUSSELS
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.
2
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
3
393255.02A-HKGSROIA- MSW

CORRESP
1
filename1.htm

    Unassociated Document

[CITIBANK LETTERHEAD]

March 28, 2014

Via EDGAR and Telecopier

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attention:

Paul Dudek, Esq

Division of International Corporate Finance

Fax:  (202) 772-9207

Re:

Tarena International, Inc.

Registration Statement on Form F-6 (Registration No.:  333-194662)

Dear Mr. Dudek:

Citibank N.A., as depositary (the “Depositary”) and acting solely on behalf of the legal entity created by the Form of Deposit Agreement, by and among the Depositary, Tarena International, Inc., a company organized and existing under the laws of the Cayman Islands (the “Company”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder representing one (1) Class A ordinary share of the Company, hereby requests that the effectiveness of Registration Statement on Form F-6 (Registration No.:  333-194662) be accelerated to coincide with the accelerated effectiveness of the Company’s Registration Statement on Form F-1 (Registration No. 333-194191).

Please call me at (212) 816-6351 if you have any questions.

Very truly yours,

CITIBANK, N.A.

By:

/s/ Keith Galfo

Name:
Keith Galfo

Title:
Vice President

cc:           Herman H. Raspé, Esq. (Patterson Belknap Webb & Tyler LLP)

CORRESP
1
filename1.htm

The SEC letter

 TARENA INTERNATIONAL, INC.

March 28, 2014

 VIA EDGAR AND EMAIL

 Mr. Larry Spirgel, Assistant Director

Ms. Celeste M. Murphy, Legal Branch Chief

Mr. Ajay Koduri, Staff Attorney

 Ms. Terry French,
Accountant Branch Chief

 Ms. Christy Adams, Senior Staff Accountant

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F St. NE

 Washington, D.C. 20549

Re:
Tarena International, Inc.

 Registration Statement on Form F-1 (Registration
No. 333-194191)

 Registration Statement on Form 8-A (Registration No. 001-36363)

Dear Ladies and Gentlemen:

 Pursuant to Rule
461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Tarena International, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at 5:00 p.m., Eastern Daylight Time on April 2, 2014, or as soon thereafter as
practicable.

 The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering
the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A,
the “Registration Statements”).

 If there is any change in the acceleration request set forth above, the Company will promptly
notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of
the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 The Company
understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”)
today.

 The Company hereby acknowledges the following:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [Signature page follows]

Very truly yours,

Tarena International, Inc.

By:

 /s/ Shaoyun Han

Name:

Shaoyun Han

Title:

Chairman and Chief Executive Officer

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

The SEC Letter

 As Representatives of the Several Underwriters

March 28, 2014

 Via EDGAR & EMAIL

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington D.C. 20549

Attn:
Mr. Larry Spirgel, Assistant Director

 Ms. Celeste M. Murphy, Legal Branch Chief

Mr. Ajay Koduri, Staff Attorney

Ms. Terry French, Accountant Branch Chief

Ms. Christy Adams, Senior Staff Accountant

Re:
Tarena International, Inc.

 Registration Statement on Form F-1 (Registration No.
333-194191)

 Dear Ladies and Gentlemen:

In connection with the above-captioned Registration Statements and pursuant to Rule 460 of the General Rules and Regulations under the
Securities Act of 1933, as amended, we, as representative of the several underwriters of the offering, wish to advise you that through the date hereof 1,695 copies of the preliminary prospectus dated March 19, 2014 were distributed as follows: 930
copies to institutional investors and 765 copies to prospective underwriters, dealers, individuals and others.

 We have been informed by
the participating underwriters that they are aware of their obligations under the Securities Act of 1933, as amended, and have complied with, and will continue to comply with, the requirements of Rule 15c2-8 under the Securities Exchange Act of
1934, as amended.

 We hereby join in the request of Tarena International, Inc. that the effectiveness of the above-captioned Registration
Statement, as amended, be accelerated to 5:00 p.m., Eastern Daylight Time on April 2, 2014, or as soon thereafter as practicable.

[Acceleration Request Letter]

 Very truly yours,

Acting on behalf of themselves and as the Representatives of

the several Underwriters

By GOLDMAN SACHS (ASIA) L.L.C.

By

 /s/ Xiaoyin Zhang

Name:

Xiaoyin Zhang

Title:

Managing Director

By CREDIT SUISSE SECURITIES (USA) LLC

By

 /s/ Sam Shah

Name:

Sam Shah

Title:

Director

 [Acceleration Request Letter]

CORRESP
1
filename1.htm

Correspondence

 SKADDEN, ARPS, SLATE,
MEAGHER & FLOM

 DIRECT DIAL

+852 3740 4850

 DIRECT
FAX

 +852 3910 4850

EMAIL ADDRESS

JULIE.GAO@SKADDEN.COM

PARTNERS

 JOHN
ADEBIYI ¿

 CHRISTOPHER W. BETTS

EDWARD H.P. LAM ¿*

G.S. PAUL MITCHARD QC ¿

CLIVE W. ROUGH ¿

JONATHAN B. STONE *

ALEC P. TRACY *

 ¿ (ALSO ADMITTED IN ENGLAND & WALES)

* (ALSO ADMITTED IN NEW YORK)

 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

———

 TEL: (852)
3740-4700

 FAX: (852) 3740-4727

www.skadden.com

 AFFILIATE OFFICES

———

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 NEW YORK

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

 ———

BEIJING

 BRUSSELS

FRANKFURT

 LONDON

MOSCOW

 MUNICH

PARIS

 SÃO PAULO

SHANGHAI

 SINGAPORE

SYDNEY

 TOKYO

TORONTO

 March 26, 2014

VIA EDGAR

 Larry Spirgel, Assistant Director

Celeste M. Murphy, Legal Branch Chief

 Ajay Koduri, Staff
Attorney

 Terry French, Accountant Branch Chief

 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

Response to the Staff’s Comment Letter Dated March 24, 2014

Dear Mr. Spirgel, Ms. Murphy, Mr. Koduri, Ms. French and Ms. Adams:

On behalf of our client, Tarena International, Inc., a foreign private issuer organized under the laws of the Cayman Islands
(“Tarena” or the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comment contained in the Staff’s letter dated March 24, 2014.

 The Staff’s comment is repeated below in bold and is
followed by the Company’s response.

 March 26, 2014

 Page
 2

 Critical Accounting Policies

Share-Based Compensation, page 72

1.
We note that you have estimated the offering price to be between $8.00 and $10.00 per share. Please tell us about each significant factor contributing to the difference between the estimated IPO Price and the fair
value of your shares since the September 2013 grant and any subsequent grants through the date of your response. In your response, please tell us about significant intervening events and reasons for changes in assumptions, as well as the weighting
of expected outcomes and selection of valuation techniques employed.

 The Company respectfully advises the Staff that
since September 2013, the Company granted options to a number of executive officers and employees on February 20, 2014. With the assistance of an independent valuation firm, the Company has determined the fair value of its ordinary shares as of
February 20, 2014 was US$8.60 per share.

 In assessing the fair value of the ordinary shares of the Company as of February 20,
2014, the Company followed the same discounted cash flow method, which is consistent with the prior practice of the Company. The discounted cash flow analysis is based on the Company’s projected cash flow using management’s best estimate
as of the valuation date. Estimating future cash flow requires the Company to analyze projected net revenue growth, gross margins and terminal value.

The Company respectfully advises the Staff that the increase in the fair value of the ordinary shares of the Company from US$5.69 per share as
of September 16, 2013 to US$8.60 per share as of February 20, 2014 was primarily attributable to the following factors:

•

The Company adjusted its projections upward when preparing its financial forecast to determine the fair value of its ordinary shares as of February 20, 2014 based on the following operational improvements:

(i)
The Company expanded its new digital arts course offering nationally in the last quarter of 2013;

 March 26, 2014

 Page
 3

(ii)
the Company launched a new online sales and marketing course in November 2013; and

(iii)
in February 2014, the Company implemented a new pricing strategy resulting in an overall increase in tuition fees.

•

The Company made the first confidential submission of the draft registration statement on Form F-1 in respect of the proposed initial public offering (the “IPO”) in November 2013, increasing the
probability of a successful IPO. This resulted in a decrease of the discount for lack of marketability (“DLOM”) from 15% as of September 16, 2013 to 5% as of February 20, 2014. Furthermore, the Company increased the
estimated probability of a successful IPO from 60% as of September 16, 2013 to 90% as of February 20, 2014. Because the preferred shares of the Company will be automatically converted into ordinary shares upon the IPO, the increase in the
estimated probability of the IPO resulted in the allocation of a higher portion of the business enterprise value of the Company to the ordinary shares of the Company.

•

The determined weighted average cost of capital decreased from 17.5% as of September 16, 2013 to 16.5% as of February 20, 2014 to reflect the decrease in uncertainties associated with the financial forecast of
the Company, since the Company achieved its milestones, progressed to later stage of development and maintained a solid track record.

The Company believes that the increase in the fair value of the ordinary shares of the Company from US$8.60 per share as of February 20,
2014 to US$9.00, the mid-point of the current estimated offering price range is primarily attributable to the following factors:

•

The IPO will result in increased liquidity and marketability of the ordinary shares of the Company.

•

The IPO will provide the Company with additional capital, enhance the ability of the Company to access capital markets and raise the overall profile of the Company.

•

The preferred shares of the Company will be automatically converted into ordinary shares upon the IPO, which would result in the allocation of all business enterprise value of the Company to the ordinary shares of the
Company.

*                    *
         *            *

 March 26, 2014

 Page
 4

 If you have any questions regarding this letter, please contact the undersigned by phone at
+852-3740-4863 or via e-mail at julie.gao@skadden.com. Questions pertaining to accounting and auditing matters may be directed to the audit engagement partner at KPMG Huazhen (SGP), Francis Duan, by telephone at +86-10-8508-7802, or by email at
francis.duan@kpmg.com, or the filing review partner at KPMG Huazhen (SGP), David Kong, by telephone at 86-10-8508-7033, or by email at david.kong@kpmg.com. KPMG Huazhen (SGP) is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

cc:
Shaoyun Han, Chairman and Chief Executive Officer, Tarena International, Inc.

 Suhai Ji, Chief
Financial 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

March 24, 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.
Amendment No. 1 to Registration Statement on Form F -1
Filed March 19, 2014
File No. 333-194191

Dear Mr. Han:

We have reviewed your filing and have the following comment.

Please respond to this letter within ten business days by  amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment appl ies to your facts and circumstances  or do not
believe an amendment is appropriate , please tell us why in your response.

After reviewing  any amendment to your filing and  the information you provide in
response to this comment, we may have additional comments.

Critical Acc ounting Policies

Share -Based Compensation, page 72

1. We note that you have estimated the offering price to be between $8.00 and $10.00 per
share.   Please tell us about each significant factor contributing to the difference between
the estimated IPO Price and the fair value of your shares since the September 2013 grant
and any subsequent grants through the date of your response.   In your response, please
tell us about significant intervening events and reasons for changes in assumptions, as
well as the weig hting of expected outcomes and selection of valuation techniques
employed.

Mr. Shaoyun Han
Tarena International, Inc.
March 24, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of  1933 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date of
the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to  delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effecti ve, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by th e Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a
written request for acceleration of the effective date of the registration statem ent as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities spec ified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Christy Adams, Senior Staff Accountant, at (202) 551 -3363 or Terry
French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related matters.  Please contact Ajay Koduri  at (202) 551 -3310 or
me at (202) 551 -3810 with any other questions.

Sincerely,

/s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

SEC Letter

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

 PARTNERS

JOHN ADEBIYI ¿

CHRISTOPHER W. BETTS

EDWARD H.P. LAM ¿*

G.S. PAUL MITCHARD QC ¿

CLIVE W. ROUGH ¿

JONATHAN B. STONE *

ALEC P. TRACY *

 ¿ (ALSO ADMITTED IN ENGLAND & WALES)

* (ALSO ADMITTED IN NEW YORK)

 REGISTERED FOREIGN
LAWYERS

 Z. JULIE GAO (CALIFORNIA)

RORY MCALPINE (ENGLAND & WALES)

GREGORY G.H. MIAO (NEW YORK)

ALAN G. SCHIFFMAN (NEW YORK)

 42/F, EDINBURGH TOWER, THE
LANDMARK

 15 QUEEN’S ROAD CENTRAL, HONG KONG

 TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

 AFFILIATE OFFICES

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 NEW YORK

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

 BEIJING

BRUSSELS

 FRANKFURT

LONDON

 MOSCOW

MUNICH

 PARIS

SÃO PAULO

 SHANGHAI

SINGAPORE

 SYDNEY

TOKYO

 TORONTO

 February 27, 2014

 VIA EDGAR

 Mail Stop 3720

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

Registration Statement on Form F-1

 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 are filing herewith the Company’s Registration Statement on Form F-1 (the “Registration Statement”) via EDGAR
with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you today four courtesy copies of the Registration Statement, marked to show changes to the draft
registration statement confidentially submitted to the Commission on February 18, 2014.

 In accordance with the Jumpstart Our Business Startups Act, the Company plans to launch the
roadshow for the proposed offering no earlier than 21 days following the date hereof. The Company will file an amendment to the Registration Statement containing the estimated price range and offering size before launching the road show.

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at
julie.gao@skadden.com.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

 Enclosures

cc:
Shaoyun Han, Chairman and Chief Executive Officer, Tarena International, Inc.

 Suhai Ji, Chief
Financial 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

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4546

       DIVISION OF
CORPORATION FINANCE

January 1 7, 2014

Ms. Z. Julie Gao
Skadden, Arps, Slate, Meagher, Flom
42/F Edinburgh Tower, The Landmark
15 Queen’s Road
Central Hong Kong

Re: Tarena International, Inc. (the Company)
 Draft Registration Statement on Form F -1

Dear M s. Gao,

In your letter dated January 1 5, 201 4, you request on behalf of the Company that the staff
waive the requirement of Item 8.A.4 of Form 20 -F to include audited financial statements
of the Company as of a date not older than 12 months at the time the registration
statement is filed, with respec t to the Company's registration statement to be filed on
Form F -1 for the registration of its class A ordinary shares .

Your letter acknowledge s that the Company must still comply with the requirement of
Item 8.A.4 of Form 20 -F to include audited financial statements not older than 15 months
at the time the registration statement is declared effective.

Based on the information in your letter, the staff wil l waive the requirement to include
audited financial statements of the Company as of a date not older than 12 months at the
time the registration statement is filed, provided that the Company  does not file your
letter dated January 15, 2014 as an exhibit to  its registration statement and instead files
the representations  specified by Instruction 2 to Item 8.A.4 of Form 20 -F as an exhibit to
the registration statement.

The staff ’s conclusion is based solely on the information included in your letter. Differe nt
or additional material information could lead to a different conclusion. If you have any
questions regarding this letter, please call me at (202) 551 -3683.

      Sincerely,

      /s/ Carlos Pacho for

Jill Davis
      Associate Chief Accountant

January 17, 2014

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 January 10, 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 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.

Organizational Chart, page 4

1. We note your response to comment 19 and that you ha ve provided a list of your
subsidiaries as exhibit 21.  Please add disclosure to reference investors to the exhibit as
showing a list of your subsidiaries and VIEs.  Further, disclose in the exhibit the name of
the subsidiary that operates the relevant sch ool.

Mr. Shaoyun Han
Tarena International, Inc.
January 17, 2014
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
67

Net Revenues

2. We note your response to comment 33.  Please expand your disclosure to provide more
clarity about your students’ overall need for financial assistance and to what degree you
intend to continue to assist through Chuangbang and any other forms of P2P lending.

Principal  [and Selling] Shareholders, page 126

3. We note your response to comment 35.  We note you will have a dual class structure
prior to the completion of this offering where all of your currently outstanding preferred
and ordinary shares will convert into Class B shares and where you will offer Class A
shares under this registration statement.  Please reference the definitional r equirements of
a foreign private issuer and tell us tell us how you intend to qualify.

Note 1. Description of Business, Organization, Basis of Presentation and Significant
Concentrations and Risks

Note 1(b) Organization, page F -7

4. We also note from your response to comment 40 that you are not yet in a position to
estimate the individual ownership amounts after consummation of the public offering.  In
this regard, we may have additional comments after you determine these amounts.

Tarena International Inc.  and Subsidiaries

Notes to Consolidated Financial Statements

Note 9. Related Party Transactions, page F -25

5. We note your response to comment 59.  Considering the relationships between Mr. Han,
Chuangbang and the company, please help us understand why you  have not presented the
related assets and liabilities associated with the student loans in your consolidated
balance sheet.  In this regard, please help us to fully understand the relationships between
Mr. Han, Chuangbang, the third -party lenders and the company by providing us with a
robust description of the nature and extent of the purpose and design of the mechanisms
underlying the student loan program.  Describe who bears the legal liability to repay the
third -party lenders, Mr. Han, Chuanbang, or bot h.  Also please tell us more details about
Chuangbang’s business and operations.

Mr. Shaoyun Han
Tarena International, Inc.
January 17, 2014
Page 3

 6. Please tell us how you considered ASC 810 -10-25-21 and 22 to determine if Chuanbang
or some other entity could be considered a variable interest entity with respect to the
student loan program .

Note 1(a) Organization, page F -43

7. We note your response to comment 64.  You state that you expect to complete the
transfer of the remaining learning center operations of Tarena Entities to other
subsidiaries of Tarena Internationa l by the end of 2013.  Please revise to provide a current
status of the transfers as of December 31, 2013.

You may contact Christy Adams, 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/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director

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

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