TEDU / Tarena International, Inc. - Depositary Receipt (Common Stock) - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission File Number: 001-36363 TCTM KIDS IT EDUCATION INC. 19/F, Building A, Vanke Times Center No.186 Beiyuan Road, Chaoyang District Beijing, 100102, People’s Republic of Ch

As filed with the Securities and Exchange Commission on August 12, 2025

As filed with the Securities and Exchange Commission on August 12, 2025 Registration No.

Depositary's Notice of Extraordinary General Meeting of TCTM Kids IT Education Inc. (formerly, Tarena International, Inc.)

Exhibit 99.4 Time Sensitive Materials Depositary's Notice of Extraordinary General Meeting of TCTM Kids IT Education Inc. (formerly, Tarena International, Inc.) ADSs: Restricted American Depositary Shares representing Deposited Securities. ADS CUSIP No.: 876108986. ADS Record Date: July 23, 2025 (New York City time). Meeting Specifics: Extraordinary General Meeting to be held on August 25, 2025 at

TCTM KIDS IT EDUCATION INC. (incorporated in the Cayman Islands with limited liability) FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING to be held on August 25, 2025 (or any adjourned or postponed meeting thereof)

Exhibit 99.2 TCTM KIDS IT EDUCATION INC. (incorporated in the Cayman Islands with limited liability) FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING to be held on August 25, 2025 (or any adjourned or postponed meeting thereof) I/we, the undersigned acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders and Proxy Statement and, being the registered holder of Class A

Extraordinary General Meeting The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on August 20, 2025 for action to be taken.

Exhibit 99.5 Extraordinary General Meeting The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on August 20, 2025 for action to be taken. 2025 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES (“ADSs”) TCTM Kids IT Education Inc. (formerly, Tarena International, Inc.) (the “Company”) ADS CUSIP No.: 876108200. ADS Record Date

Depositary's Notice of Extraordinary General Meeting of TCTM Kids IT Education Inc. (formerly, Tarena International, Inc.)

Exhibit 99.3 Time Sensitive Materials Depositary's Notice of Extraordinary General Meeting of TCTM Kids IT Education Inc. (formerly, Tarena International, Inc.) ADSs: American Depositary Shares representing Deposited Securities. ADS CUSIP No.: 876108200. ADS Record Date: July 23, 2025 (New York City time). Meeting Specifics: Extraordinary General Meeting to be held on August 25, 2025 at 11:00 a.m.

Extraordinary General Meeting The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on August 20, 2025 for action to be taken.

Exhibit 99.6 Extraordinary General Meeting The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on August 20, 2025 for action to be taken. 2025 VOTING INSTRUCTIONS RESTRICTED AMERICAN DEPOSITARY SHARES (“ADSs”) TCTM Kids IT Education Inc. (formerly, Tarena International, Inc.) ADS CUSIP No.: 876108986. ADS Record Date: Jul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-363

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-36363 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

TCTM KIDS IT EDUCATION INC. (incorporated in the Cayman Islands with limited liability) (NASDAQ: VSA) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 TCTM KIDS IT EDUCATION INC. (incorporated in the Cayman Islands with limited liability) (NASDAQ: VSA) NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of shareholders (the “Meeting”) of TCTM Kids IT Education Inc. (the “Company”) will be held on August 25, 2025, at 11:00 a.m, ET, at 405 Lexington Avenue, 26th Floor,

FORM OF ORDINARY SHARES PURCHASE WARRANT TCTM KIDS IT EDUCATION INC.

Exhibit 99.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT 证券购买协议    This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of , 2025 by and among TCTM Kids IT Education Inc., a Cayman Islands exempted company, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”). 本证券购买协议(“

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-36363

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-36363 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 T

SHARE SALE AND PURCHASE AGREEMENT by and among First Winner Management Limited; Kids IT Education Inc.; Tarena Hong Kong Limited; TCTM Kids IT Education Inc. Dated as of July 22, 2025 Table of Contents

Exhibit 99.1 SHARE SALE AND PURCHASE AGREEMENT by and among First Winner Management Limited; Kids IT Education Inc.; Tarena Hong Kong Limited; and TCTM Kids IT Education Inc. Dated as of July 22, 2025 Table of Contents Page SECTION 1. Description of Transaction 1 1.1 Purchase and Sale 1 1.2 Closing 1 1.3 Closing Payments 2 1.4 Further Action 2 SECTION 2. Representations and Warranties of the Targe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-36363

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-36363 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 T

TCTM Kids IT Education Inc., Issuer [TRUSTEE], Trustee Dated as of [·], 20__ Debt Securities Table Of Contents

Exhibit 4.7 TCTM Kids IT Education Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20 Debt Securities Table Of Contents Page article 1    DEFINITIONS 1 Section 1.01 Definitions of Terms 1 article 2    ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certifi

As filed with the Securities and Exchange Commission on July 21, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 21, 2025 Registration No.

VSA Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 VSA Regains Compliance with Nasdaq Minimum Bid Price Requirement BEIJING, China, July 9, 2025 /PRNewswire/ - TCTM Kids IT Education Inc. (NASDAQ: VSA) (“VSA” or the “Company”), an emerging technology services company, specializing in biomedical applications, research & development and online education, today announced that it has received a written compliance notification from the sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-36363

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-36363 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 T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-36363

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-36363 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 T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-36363

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-36363 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 T

May 10, 2025

Exhibit 16.2 May 10, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by TCTM Kids IT Education Inc. in the Item 16F of its Annual Report on Form 20-F for the year ended December 31, 2024. We agree with the statements concerning our firm contained therein. We are not in a position to agree or disagree with other stateme

Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xiaolan Tang, certify that: 1. I have reviewed this annual report on Form 20-F of TCTM Kids IT Education Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,

Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of TCTM Kids IT Education Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiaolan Tang, Chief Financial Officer of the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024. OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH

CONYERS DILL & PEARMAN

Exhibit 15.1 CONYERS DILL & PEARMAN 29th Floor One Exchange Square 8 Connaught Place Central Hong Kong T +852 2524 7106 | F +852 2845 9268 conyers.com 15 May 2025 Matter No.: 1005234 Doc ID: 110869857 (852) 2842 9556 / 2842 9552 [email protected] [email protected] TCTM Kids IT Education Inc. 6/F, No. 1 Andingmenwai Street Lychee Plaza Chaoyang District Beijing 100011 The Pe

May 15, 2025

Exhibit 15.2 May 15, 2025 TCTM Kids IT Education Inc., 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Dear Sir/Madam: We hereby consent to the reference of our name under the headings on “Item 3 Key Information—Permissions Required from the PRC Government Authorities for Our Operations”, “Item 3 Key Information—D. RISK FACTORS—Risks Rela

TARENA INTERNATIONAL, INC. AMENDED AND RESTATED STATEMENT OF POLICIES GOVERNING MATERIAL NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING (AS ADOPTED BY THE BOARD OF DIRECTORS OF TARENA INTERNATIONAL, INC. ON NOVEMBER 14, 2023)

Exhibit 11.2 TARENA INTERNATIONAL, INC. AMENDED AND RESTATED STATEMENT OF POLICIES GOVERNING MATERIAL NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING (AS ADOPTED BY THE BOARD OF DIRECTORS OF TARENA INTERNATIONAL, INC. ON NOVEMBER 14, 2023) This Amended and Restated Statement of Policies Governing Material Non-Public Information and the Prevention of Insider Trading (this “Statement”)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-284305) and Form S-8 (Nos. 333-279404, 333-270547, 333-228771, 333-204494 and 333-197226) of our report dated May 14, 2025, relating to the consolidated financial statements of TCTM Kids IT Education Inc. as of and for the year ended

Independent Registered Public Accounting Firm’s Consent

Exhibit 15.4 Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statements on Form F-3 (No.333-284305) and Form S-8 (No.333-279404, No.333-270547, No.333-228771, No.333-204494 and No.333-197226) of our report dated April 19, 2024 relating to the financial statements of TCTM Kids IT Education Inc. appearing in this Annual Report

Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of TCTM Kids IT Education Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Heng Wang, Chief Executive Officer of the Compan

BEIJING OFFICE • Units 06-09 • 46th Floor • China World Tower B • No. 1 Jian Guo Men Wai Avenue • Chaoyang District • Beijing • 100004 Phone 8610.8518.7992 • Fax 8610.8518.7993 • www.marcumasia.com

Exhibit 16.1 May 15, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by TCTM Kids IT Education Inc. under Item 16F of its Form 20-F dated May 15, 2025. We agree with the statements concerning our Firm in such Form 20-F; we are not in a position to agree or disagree with other statements of TCTM Kids IT Education Inc. c

Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Heng Wang, certify that: 1. I have reviewed this annual report on Form 20-F of TCTM Kids IT Education Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-36363 CUSIP NUMBER: 876108200 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-3636

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-36363 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

Advisory Agreement

Exhibit 99.1 Advisory Agreement This agreement (the “Agreement”) is made as of [ ], 2025, by and between TCTM Kids IT Education Inc. (the “Company”), a Cayman Islands exempted company, with its principal offices at 19/F, Building A, Vanke Times Center, No.186 Beiyuan Road, Chaoyang District, Beijing, PRC, The People’s Republic of China and [ ] (the “Advisor”). WHEREAS, the Company requires experti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-3636

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-36363 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-3636

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-36363 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

TCTM Announces Entering into An Intangible Asset Purchase Agreement

Exhibit 99.1 TCTM Announces Entering into An Intangible Asset Purchase Agreement BEIJING, April 7, 2025 /PRNewswire/ - TCTM Kids IT Education Inc. (NASDAQ: TCTM) (“TCTM” or the “Company”), a leading provider of IT-focused supplementary STEM education services in China, today announced that it has entered into an intangible asset purchase agreement with Jeethen International Co., Limited (“Jennthen

TCTM Announces US$2.0 million Private Placement of Class A Ordinary Shares

Exhibit 99.1 TCTM Announces US$2.0 million Private Placement of Class A Ordinary Shares BEIJING, April 7, 2025 /PRNewswire/ - TCTM Kids IT Education Inc. (NASDAQ: TCTM) (“TCTM” or the “Company”), a leading provider of IT-focused supplementary STEM education services in China, today announced that it has entered into share purchase agreements with certain investors on April 1, 2025. Under the share

SHARE PURCHASE AGREEMENT

Exhibit 99.2 Execution Version SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”) is dated as of April 1, 2025, between TCTM Kids IT Education Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). Whereas, subject to the terms and conditions set forth in this

INTANGIBLE ASSET PURCHASE AGREEMENT

  Exhibit 99.2 THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY ***, THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INTANGIBLE ASSET PURCHASE AGREEMENT   THIS INTANGIBLE ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 1, 2025, between TCTM Kids IT Education Inc., a Cayman Islands exempted company (“Buyer”) and JEETHEN INTERNATIONAL CO.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-3636

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-36363 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

TCTM Announces Ticker Symbol Change

Exhibit 99.1 TCTM Announces Ticker Symbol Change BEIJING, April 3, 2025 /PRNewswire/ - TCTM Kids IT Education Inc. (NASDAQ: TCTM) (“TCTM” or the “Company”), a leading provider of IT-focused supplementary STEM education services in China, today announced that it will change the ticker symbol of its American depositary shares (“ADSs”) listed on the Nasdaq Capital Market from “TCTM” to “VSA.” The ADS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-3636

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-36363 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-3636

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-36363 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-36363 TCTM KIDS IT EDUCATION INC. 19/F, Building A, Vanke Times Center No.186 Beiyuan Road, Chaoyang District Beijing, 100102, People’s Republic of Chi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-36363 TCTM KIDS IT EDUCATION INC. 19/F, Building A, Vanke Times Center No.186 Beiyuan Road, Chaoyang District Beijing, 100102, People’s Republic of Chi

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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 Educat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-36

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-36363 TCTM KIDS IT EDUCATION INC. 19/F, Building A, Vanke Times Center No.186 Beiyuan Road, Chaoyang District Beijing, 100102, People’s Republic of Chin

Calculation of Filing Fee Tables FORM F-3 (Form Type)

Exhibit 107 Calculation of Filing Fee Tables FORM F-3 (Form Type) TCTM Kids IT Education Inc.

As filed with the Securities and Exchange Commission on January 15, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 15, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of January 2025 (Report No. 1) Commission file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of January 2025 (Report No. 1) Commission file number: 001-36363 TCTM KIDS IT EDUCATION INC. (Translation of registrant’s name into English) 19/F, Building A, Vanke Times Center No.186 Beiyuan Roa

TCTM KIDS IT EDUCATION INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.1 TCTM KIDS IT EDUCATION INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management’s Discussion and Analysis of Financial Condition and Results of Operations (this “Management’s Discussion and Analysis”) is designed to provide you with a narrative explanation of the consolidated financial condition and results of operations of TCTM Kids I

TCTM Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price

Exhibit 99.1 TCTM Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price BEIJING, January 8, 2025 /PRNewswire/ — TCTM Kids IT Education Inc. (NASDAQ: TCTM) (“TCTM” or the “Company”), a leading provider of IT-focused supplementary STEM education services in China, today announced that it received a written notification from the Staff of the Listing Qualifications Department of the Nas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-36363 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

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Balance Sheets as of December 31, 2023 and June 30, 2024 F-2 Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Six Months ended June 30, 2023 and 2024 F-3 Unaudited Condensed Consolidated Statements of Changes in Defic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-36

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-36363 TCTM KIDS IT EDUCATION INC. 19/F, Building A, Vanke Times Center No.186 Beiyuan Road, Chaoyang District Beijing, 100102, People's Republic of Chin

TCTM Announces the Unaudited Results for the First Half of 2024

Exhibit 99.2 TCTM Announces the Unaudited Results for the First Half of 2024 BEIJING, December 27, 2024, TCTM Kids IT Education Inc. (NASDAQ: TCTM) (“TCTM” or the “Company”), a leading provider of IT-focused supplementary STEM education services in China, today announced its unaudited financial results for the first half ended June 30, 2024. Highlights for the First Half of 2024 · Total student en

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-36363 TCTM KIDS IT EDUCATION INC. 19/F, Building A, Vanke Times Center No.186 Beiyuan Road, Chaoyang District Beijing, 100102, People's Republic of Chin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-36363 TCTM KIDS IT EDUCATION INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-36

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-36363 TCTM KIDS IT EDUCATION INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-36363 TCTM KIDS IT EDUCATION INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 1

* * *

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. (th

Han Shaoyun - SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* TCTM Kids IT Education Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) Shaoyun Han Lijuan Han Ying Sun c/o 6/F, No. 1 Andingmenwai Street, Litchi Tower Chaoyang District,

Han Shaoyun - EXHIBIT 99.1

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of TCTM Kids IT Education Inc., including Class A Ordinary Shares and Class B Ordinary Shares,

Han Shaoyun - EXHIBIT 99.2

Exhibit 99.2 TCTM Kids IT Education Inc. (the “Company”) INSTRUMENT OF TRANSFER FOR VALUE RECEIVED USD1.0 , (amount) We, Moocon Education Limited of (transferor) Trident Chambers, P.O. Box 146, Road Town, Tortola VG1110, British Virgin Islands (address) hereby sell, assign and transfer unto Connion Capital Limited (transferee) of Trident Chambers, P.O. Box 146, Town, Tortola, British Virgin Island

As filed with the Securities and Exchange Commission on May 14, 2024

As filed with the Securities and Exchange Commission on May 14, 2024 Registration No.

Calculation of Filing Fee Table Form S-8 (Form Type) TCTM Kids IT Education Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) TCTM Kids IT Education Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(2) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Equity Class A ordi

Han Shaoyun - SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* TCTM Kids IT Education Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) Shaoyun Han Lijuan Han Ying Sun c/o 6/F, No. 1 Andingmenwai Street, Litchi Tower Chaoyang District,

JOINT FILING AGREEMENT

EX-99.1 2 tm2412479d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of TCTM Kids IT Education Inc., including Class A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

Exhibit 15.3 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements of TCTM Kids IT Education Inc. on Form S-8 (No.333-204494, No.333-197226, No. 333-228771 and No.333-270547) of our report dated April 19, 2024, with respect to our audits of the consolidated financial statements of TCTM Kids IT Education Inc. as of Decemb

Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TCTM Kids IT Education Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiaobo Shao, Chief Financial Officer of the Comp

TCTM KIDS IT EDUCATION INC. CLAWBACK POLICY

Exhibit 97.1 TCTM KIDS IT EDUCATION INC. CLAWBACK POLICY The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of TCTM Kids IT Education Inc. (formerly known as Tarena International, Inc.) (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this

Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TCTM Kids IT Education Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ying Sun, Chief Executive Officer of the Company

Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xiaobo Shao, certify that: 1. I have reviewed this annual report on Form 20-F of TCTM Kids IT Education Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,

Certificate of Incorporation on Change of Name I DO HEREBY CERTIFY that Tarena International, Inc.

Exhibit 1.1 CT-204994 Certificate of Incorporation on Change of Name I DO HEREBY CERTIFY that Tarena International, Inc. having by Special resolution dated 20th day of February Two Thousand Twenty-Four changed its name, is now incorporated under name of TCTM Kids IT Education Inc. Given under my hand and Seal at George Town in the Island of Grand Cayman this 21st day of February Two Thousand Twent

Share Pledge Agreement

Exhibit 4.13 Share Pledge Agreement This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on July 24, 2023 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Tongcheng Shidai Technology Co., Ltd. (hereinafter “Pledgee”); Address: Room 614, Floor 6, Building 1, 1 Andingmenwai Avenue, Chaoyang District, Beijing Party B: L

Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ying Sun, certify that: 1. I have reviewed this annual report on Form 20-F of TCTM Kids IT Education Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in

Spousal Consent

Exhibit 4.14 Spousal Consent The undersigned, Niu Xiaomei (ID card No. ***), is the lawful spouse of Li Jin (ID card No. ***). I hereby unconditionally and irrevocably agree to the execution of the following documents (hereinafter referred to as the “Transaction Documents”) by Li Jin on July 24, 2023, and the disposal of the equity interests of Beijng Tongcheng Shidai Jinqiao Technology Co., Ltd.

Loan Agreement

Exhibit 4.12 Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of July 24, 2023 in Beijing, People's Republic of China (“PRC” or “China”): (1) Beijing Tongcheng Shidai Technology Co., Ltd. (the “Lender”), a Wholly Foreign Owned Enterprise, organized and existing under the laws of China, with its address at Room 614, Floor 6, Building

Exclusive Option Agreement

Exhibit 4.11 Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of July 24, 2023 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A:Beijing Tongcheng Shidai Technology Co., Ltd. Address:Room 614, Floor 6, Building 1, 1 Andingmenwai Avenue, Chaoyang District, Beijing; Party B:Li Jin Identification N

Equity Transfer Agreement Tarena Software Technology (Hangzhou) Co., Ltd. Tarena Technologies Inc. December 24, 2023

Exhibit 4.15 Equity Transfer Agreement between Tarena Software Technology (Hangzhou) Co., Ltd. and Tarena Technologies Inc. December 24, 2023 Table of Contents Article 1   Definitions 2 Article 2   Equity Transfer 5 Article 3   Closing 6 Article 4   Transition Period 10 Article 5   Representations and Warranties 11 Article 6   Commitments 11 Article 7   Confidentiality 13 Article 8   Taxes and Due

Power of Attorney

Exhibit 4.10 Power of Attorney I, Li Jin a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 30% of the entire registered capital in Beijng Tongcheng Shidai Jinqiao Technology Co., Ltd. (“Tongcheng Shidai Jinqiao”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Tongcheng Shidai Technology Co., Ltd. (the “Designee”) to exercise t

, 202

Exhibit 15.2 April 19, 2024 TCTM Kids IT Education Inc. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, The People’s Republic of China Dear Sir/Madam: We hereby consent to the reference of our name under the heading “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure,” “Item 4. Information on the Company—C. Organizational Structure” an

CONYERS DILL & PEARMAN

Exhibit 15.1 CONYERS DILL & PEARMAN 29th Floor One Exchange Square 8 Connaught Place Central Hong Kong T +852 2524 7106 | F +852 2845 9268 conyers.com 19 April 2024 Matter No.: 838010 Doc ID: 109885013 (852) 2842 9556 / 2842 9552 [email protected] TCTM Kids IT Education Inc. [email protected] 6/F, No. 1 Andingmenwai Street Lychee Plaza Chaoyang District Beijing 100011 The P

Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”)

Exhibit 2.4 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) American Depositary Shares (“ADSs”) each representing five Class A ordinary shares of TCTM Kids IT Education Inc. (the “we,” “our,” “our company,” or “us”) are listed and traded on the Nasdaq Capital Market and are registered under Section 12(b) of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-36363 TCTM KIDS IT EDUCATION INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10 6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-36363 TCTM KIDS IT EDUCATION INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 1

TCTM KIDS IT EDUCATION INC. 2024 SHARE INCENTIVE PLAN Article 1

Exhibit 99.1 TCTM KIDS IT EDUCATION INC. 2024 SHARE INCENTIVE PLAN Article 1 PURPOSE The purpose of the TCTM Kids Education Inc. (formerly known as Tarena International, Inc.) 2024 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of TCTM Kids Education Inc. (formerly known as Tarena International, Inc.), a company formed under the laws of the Cayman Islands (the “C

AMERICAN DEPOSITARY RECEIPT AMERICAN DEPOSITARY SHARES DEPOSITED ORDINARY SHARES TCTM Kids IT Education Inc. (Incorporated under the laws of the Cayman Islands)

Filed pursuant to Rule 424(b)(3) Registration Statement on Form F-6 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-36

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-36363 TCTM KIDS IT EDUCATION INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 1

TCTM Announces Trading Under New Name on Nasdaq

Exhibit 99.1 TCTM Announces Trading Under New Name on Nasdaq BEIJING, Feb 27, 2024 /PRNewswire/ — TCTM Kids IT Education Inc. (NASDAQ: TCTM) (“TCTM” or the “Company”), a leading provider of IT-focused supplementary STEM education services in China, today announced that its American depositary shares, each representing five Class A ordinary shares, par value US$0.001 per share (the “ADSs”), will co

KKR Group Partnership L.P. - SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, New York 10001 Tele

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10

TCTM Announces Corporate Name Change

Exhibit 99.1 TCTM Announces Corporate Name Change BEIJING, Feb 20, 2024 /PRNewswire/ — TCTM Kids IT Education Inc., formerly known as Tarena International, Inc. (NASDAQ: TCTM) (“TCTM” or the “Company”), a leading provider of IT-focused supplementary STEM education services in China, today announced the results of its Extraordinary General Meeting of Shareholders held on February 20, 2024, in Beiji

JOINT FILING AGREEMENT

EX-99.1 2 d616783dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the American depositary shares, one (1) of which represents five (5) Class A ordinary shares, par value of $0.001 per share, of Tarena International, Inc., dated as of February 14, 2024 is, and any further amendments thereto signed by each of the u

TEDU / Tarena International, Inc. - Depositary Receipt (Common Stock) / King Theodore Walker Cheng-de - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* TARENA INTERNATIONAL, INC. (Name of Issuer) American depositary shares, one of which represents five Class A ordinary shares, par value of $0.001 per share (Title of Class of Securities) 876108101 (CUSIP Number) December 31, 2023 (Date of Event

KKR Group Partnership L.P. - SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, New York 10001 Tele

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-363

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10

Tarena to Change Ticker Symbol and Ring Nasdaq Opening Bell on January 10, 2024

Exhibit 99.1 Tarena to Change Ticker Symbol and Ring Nasdaq Opening Bell on January 10, 2024 BEIJING, January 9, 2024 /PRNewswire/ - Tarena International, Inc. (Nasdaq: TEDU) ("Tarena" or the "Company"), a leading provider of IT-focused supplementary STEM education services in China, announced that it will change its ticker symbol on the Nasdaq from “TEDU” to “TCTM” effective on January 10, 2024 a

TEDU / Tarena International, Inc. - Depositary Receipt (Common Stock) / KKR Group Partnership L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, New York 10001 Tele

Tarena to Hold an Extraordinary General Meeting on February 20, 2024

Exhibit 99.1 Tarena to Hold an Extraordinary General Meeting on February 20, 2024 BEIJING, Jan 2, 2024 /PRNewswire/ — Tarena International, Inc. (NASDAQ: TEDU) (“Tarena” or the “Company”), a leading provider of IT professional education and IT-focused supplementary STEAM education services in China, today announced that it will hold an Extraordinary General Meeting of Shareholders (the "EGM") at C

Tarena International, Inc. (incorporated in the Cayman Islands with limited liability) (NASDAQ: TEDU) (the “Company”)

Exhibit 99.3 Tarena International, Inc. (incorporated in the Cayman Islands with limited liability) (NASDAQ: TEDU) (the “Company”) Proxy forM FOR the Extraordinary General Meeting of the Company (or any adjournment thereof, the “extraordinary general meeting”) To Be Held at Conference Room 1, 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of Chin

Tarena International, Inc. (incorporated in the Cayman Islands with limited liability) (NASDAQ: TEDU) (the “Company”) NOTICE OF EXTRAORDINARY GENERAL MEETING

Exhibit 99.2 Tarena International, Inc. (incorporated in the Cayman Islands with limited liability) (NASDAQ: TEDU) (the “Company”) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of the Company will be held at Conference Room 1, 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10

Tarena International, Inc. (incorporated in the Cayman Islands with limited liability) (NASDAQ: TEDU) (the “Company”) NOTICE OF EXTRAORDINARY GENERAL MEETING

Exhibit 99.2 Tarena International, Inc. (incorporated in the Cayman Islands with limited liability) (NASDAQ: TEDU) (the “Company”) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of the Company will be held at Conference Room 1, 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic

Tarena to Hold an Extraordinary General Meeting on February 20, 2024

Exhibit 99.1 Tarena to Hold an Extraordinary General Meeting on February 20, 2024 BEIJING, Jan 2, 2024 /PRNewswire/ — Tarena International, Inc. (NASDAQ: TEDU) (“Tarena” or the “Company”), a leading provider of IT professional education and IT-focused supplementary STEAM education services in China, today announced that it will hold an Extraordinary General Meeting of Shareholders (the "EGM") at C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 1

Tarena International, Inc. (incorporated in the Cayman Islands with limited liability) (NASDAQ: TEDU) (the “Company”)

Exhibit 99.3 Tarena International, Inc. (incorporated in the Cayman Islands with limited liability) (NASDAQ: TEDU) (the “Company”) Proxy forM FOR the Extraordinary General Meeting of the Company (or any adjournment thereof, the “extraordinary general meeting”) To Be Held at Conference Room 1, 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of Chin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-36

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10

Tarena Signs Equity Transfer Agreement to Dispose of Professional Education Business

Exhibit 99.1 Tarena Signs Equity Transfer Agreement to Dispose of Professional Education Business BEIJING, December 26, 2023 /PRNewswire/ — Tarena International, Inc. (NASDAQ: TEDU) (“Tarena” or the “Company”), a leading provider of IT professional education and IT-focused supplementary STEAM education services in China, today announced that it has signed an equity transfer agreement (the “Equity

Equity Transfer Agreement Tarena Software Technology (Hangzhou) Co., Ltd. Tarena Technologies Inc. December 24, 2023 Table of Contents

Exhibit 99.2 Equity Transfer Agreement between Tarena Software Technology (Hangzhou) Co., Ltd. and Tarena Technologies Inc. December 24, 2023 Table of Contents Article 1   Definitions 2 Article 2   Equity Transfer 5 Article 3   Closing 6 Article 4   Transition Period 10 Article 5   Representations and Warranties 11 Article 6   Commitments 11 Article 7   Confidentiality 13 Article 8   Taxes and Due

TEDU / Tarena International, Inc. - Depositary Receipt (Common Stock) / KKR Group Partnership L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) Christopher Lee, Esq. Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, New York 10001 Tele

Tarena Receives Approval to Transfer to Nasdaq Capital Market

Exhibit 99.1 Tarena Receives Approval to Transfer to Nasdaq Capital Market BEIJING, November 16, 2023 /PRNewswire/ — Tarena International, Inc. (NASDAQ: TEDU) (“Tarena” or the “Company”), a leading provider of IT professional education and IT-focused supplementary STEAM education services in China, today announced that on November 15, 2023, the Listing Qualifications department of the Nasdaq Stock

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10

INSTRUMENT OF TRANSFER LEARNINGON LIMITED

EX-99.4 5 tm2330336d1ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 INSTRUMENT OF TRANSFER LEARNINGON LIMITED I, Han Shaoyun of Room 301, Unit 1, Building 1, Yard 1, Chenghui Road, Chaoyang District, Beijing, China in consideration of the Sum of Nil paid to us by Han Lijuan of Han Yuan, No. 6, Youyi East Road, Taiyilu Street, Beilin District, Xi'an City, Shaanxi Province, China (hereinafter called "the said

JOINT FILING AGREEMENT

EX-99.1 2 tm2330336d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of Tarena International, Inc., including Class A

Tarena International, Inc. (the “Company”) INSTRUMENT OF TRANSFER

EX-99.7 8 tm2330336d1ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 Tarena International, Inc. (the “Company”) INSTRUMENT OF TRANSFER FOR VALUE RECEIVED USD1.00 , (amount) I, HAN Shaoyun of (transferor) 6F, No.1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People's Republic of China, (address) hereby sell, assign and transfer unto SUN Ying (transferee) of Room 1809, GTC Residence Be

INSTRUMENT OF TRANSFER CONNION CAPITAL LIMITED

EX-99.3 4 tm2330336d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 INSTRUMENT OF TRANSFER CONNION CAPITAL LIMITED I, Han Shaoyun of Room 301, Unit 1, Building 1, Yard 1, Chenghui Road, Chaoyang District, Beijing, China in consideration of the Sum of Nil paid to us by Sun Ying of Room 1809, GTC Residence Beijing NO.36 North Third Ring Road East, Dongcheng District, Beijing, China (hereinafter called "the sa

INSTRUMENT OF TRANSFER MOOCON EDUCATION LIMITED

EX-99.2 3 tm2330336d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 INSTRUMENT OF TRANSFER MOOCON EDUCATION LIMITED I, Han Shaoyun of Room 301, Unit 1, Building 1, Yard 1, Chenghui Road, Chaoyang District, Beijing, China in consideration of the Sum of Nil paid to us by Sun Ying of Room 1809, GTC Residence Beijing NO.36 North Third Ring Road East, Dongcheng District, Beijing, China (hereinafter called"the sa

Tarena International, Inc. (the “Company”) INSTRUMENT OF TRANSFER

EX-99.6 7 tm2330336d1ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 Tarena International, Inc. (the “Company”) INSTRUMENT OF TRANSFER FOR VALUE RECEIVED USD1.0 , (amount) I, Techedu Limited of (transferor) Trident Chambers, P.O. Box 146, Road Town, Tortola VG1110, British Virgin Islands (address) hereby sell, assign and transfer unto Connion Capital Limited (transferee) of Trident Chambers, P.O. Box 146, To

TEDU / Tarena International Inc - ADR / Han Shaoyun - SC 13D/A Activist Investment

SC 13D/A 1 tm2330336d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) Shaoyun Han Lijuan Han Ying Sun Connion Capital Limited c/

Tarena International, Inc. (the “Company”) INSTRUMENT OF TRANSFER

EX-99.5 6 tm2330336d1ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 Tarena International, Inc. (the “Company”) INSTRUMENT OF TRANSFER FOR VALUE RECEIVED USD1.0 , (amount) I, HAN Shaoyun of (transferor) 6F, No.1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People's Republic of China, (address) hereby sell, assign and transfer unto SUN Ying (transferee) of Room 1809, GTC Residence Bei

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10 6

Tarena Announces the Results for the Second Quarter of 2023

Exhibit 99.1 Tarena Announces the Results for the Second Quarter of 2023 BEIJING, August 28, 2023 /PRNewswire/ - Tarena International, Inc. (NASDAQ: TEDU) ("Tarena" or the "Company"), a leading provider of IT professional education and IT-focused supplementary STEAM education services in China, today announced its unaudited financial results for the second quarter ended June 30, 2023. Highlights f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10 6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10 621

Tarena Announces Receipt of Nasdaq Notification Regarding Minimum Market Value of Publicly Held Shares

Exhibit 99.1 Tarena Announces Receipt of Nasdaq Notification Regarding Minimum Market Value of Publicly Held Shares BEIJING, July 28, 2023 /PRNewswire/ — Tarena International, Inc. (NASDAQ: TEDU) (“Tarena” or the “Company”), a leading provider of IT professional education and IT-focused supplementary STEAM education services in China, today announced that it received a written notification from th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10 621

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10 621

Tarena International, Inc. Announces the Results for the First Quarter of 2023

Exhibit 99.1 Tarena International, Inc. Announces the Results for the First Quarter of 2023 BEIJING, June 12, 2023 /PRNewswire/ - Tarena International, Inc. (NASDAQ: TEDU) (“Tarena” or the “Company”), a leading provider of IT professional education and IT-focused supplementary STEAM education services in China, today announced its unaudited financial results for the first quarter ended March 31, 2

TEDU / Tarena International Inc - ADR / Han Shaoyun - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) Shaoyun Han Connion Capital Limited Learningon Limited c/o 6/F, No. 1 Andingmenwai Street, Litchi Tow

Agreements in connection with the disposal of equity interest in Gaohuiqiangxue Software (Hainan) Co., Ltd. [Note:Pending execution]

Exhibit 4.28 Gaohuiqiangxue Software (Hainan) Co., Ltd. Investment Agreement April 2023 Contents Article I Definition 4 Article II Transaction Contents 8 Article III Closing 10 Article IV Representations and Warranties 13 Article V Obligations in the Transition Period 15 Article VI Post-closing Undertakings 17 Article VII Corporate Governance Structure 22 Article VIII Information Right and Inspect

CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ying Sun, certify that: 1. I have reviewed this annual report on Form 20-F of Tarena International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l

Power of Attorney dated August 29, 2022 granted to Tongcheng Shidai by Mr. Shenghuan Feng and acknowledged by Beijing Tongcheng

Exhibit 4.19 I, Feng Shenghuan, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 30% of the entire registered capital in Beijng Tongcheng Shidai Jinqiao Technology Co., Ltd. (“Tongcheng Shidai Jinqiao”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Tongcheng Shidai Technology Co., Ltd. (the “Designee”) to exercise the follow

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Tarena International, Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ping Wei, Chief Financial Officer of the Company,

Share Pledge Agreement dated August 29, 2022 among Tongcheng Shidai, Mr. Shaoyun Han and Beijing Tongcheng

Exhibit 4.24 This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on August 29, 2022 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Tongcheng Shidai Technology Co., Ltd. (hereinafter “Pledgee”) ； Address: Room 614, Floor 6, Building 1, 1 Andingmenwai Avenue, Chaoyang District, Beijing Party B: Han Shaoyun (hereinaf

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Tarena International, Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ying Sun, Chief Executive Officer of the Company,

Loan Agreement dated August 29, 2022 between Tongcheng Shidai and Mr. Shenghuan Feng in connection with Beijing Tongcheng

Exhibit 4.23 This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of August 29, 2022 in Beijing, People's Republic of China (“PRC” or “China”): (1) Beijing Tongcheng Shidai Technology Co., Ltd. (the “Lender”), a Wholly Foreign Owned Enterprise, organized and existing under the laws of China, with its address at Room 614, Floor 6, Building 1, 1 Andingm

Exclusive Option Agreement dated August 29, 2022 among Tongcheng Shidai, Mr. Shenghuan Feng and Beijing Tongcheng

Exhibit 4.21 This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of August 29, 2022 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Tongcheng Shidai Technology Co., Ltd. Address: Room 614, Floor 6, Building 1, 1 Andingmenwai Avenue, Chaoyang District, Beijing; Party B: Feng Shenghuan Identification No.: *** Party

Exclusive Business Cooperation Agreement dated August 29, 2022 between Tongcheng Shidai and Beijing Tongcheng

Exhibit 4.17 This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on August 29, 2022 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A:Beijing Tongcheng Shidai Technology Co., Ltd. Address:Room 614, Floor 6, Building 1, 1 Andingmenwai Avenue, Chaoyang District, Beijing Party B:Beijng Tongcheng Shidai

Consent of Marcum Asia CPAs, LLP

Exhibit 15.3 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements of Tarena International, Inc. on Form S-8 (No.333-204494, No.333-197226, No. 333-228771 and No.333-270547) of our report dated April 28, 2023, with respect to our audits of the consolidated financial statements of Tarena International Inc. as of December

CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ping Wei, certify that: 1. I have reviewed this annual report on Form 20-F of Tarena International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l

Sales and Purchase Agreement in connection with an office building in Beijing

Exhibit 4.27 Sale Contract for Commercial Housing in Beijing Instructions 1. This Contract is applicable to the purchase and sale of commercial office housing in Beijing. 2. Before this Contract is signed, the Seller shall present to the Buyer the ownership certificate for commercial housing as well as other related certificates and documentary evidences. 3. Major taxes and fees involved in the re

Power of Attorney dated August 29, 2022 granted to Tongcheng Shidai by Mr. Shaoyun Han and acknowledged by Beijing Tongcheng

Exhibit 4.18 I, Han Shaoyun, a Chinese citizen with Chinese Identification Card No.: ***, and a holder of 70% of the entire registered capital in Beijng Tongcheng Shidai Jinqiao Technology Co., Ltd. (“Tongcheng Shidai Jinqiao”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Tongcheng Shidai Technology Co., Ltd. (the “Designee”) to exercise the following

Consent of Han Kun Law Offices

Exhibit 15.2 April 28, 2023 Tarena International, Inc. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, The People’s Republic of China Dear Sir/Madam: We hereby consent to the reference of our name under the heading “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure,” “Item 4. Information on the Company—C. Organizational Structure” and

Loan Agreement dated August 29, 2022 between Tongcheng Shidai and Mr. Shaoyun Han in connection with Beijing Tongcheng

Exhibit 4.22 This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of August 29, 2022 in Beijing, People's Republic of China (“PRC” or “China”): (1) Beijing Tongcheng Shidai Technology Co., Ltd. (the “Lender”), a Wholly Foreign Owned Enterprise, organized and existing under the laws of China, with its address at Room 614, Floor 6, Building 1, 1 Andingm

Spousal consent letter dated August 29, 2022 signed by Sun Yi in connection with Beijing Tongcheng

EX-4.26 11 tedu-20221231xex4d26.htm EX-4.26 Exhibit 4.26 The undersigned, Sun Yi (ID card No. ***), is the lawful spouse of Feng Shenghuan (ID card No. ***). I hereby unconditionally and irrevocably agree to the execution of the following documents (hereinafter referred to as the “Transaction Documents”) by Feng Shenghuan on August 29, 2022, and the disposal of the equity interests of Beijng Tongc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

Share Pledge Agreement dated August 29, 2022 among Tongcheng Shidai, Mr. Shenghuan Feng and Beijing Tongcheng

Exhibit 4.25 This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on August 29, 2022 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Tongcheng Shidai Technology Co., Ltd. (hereinafter “Pledgee”) ； Address: Room 614, Floor 6, Building 1, 1 Andingmenwai Avenue, Chaoyang District, Beijing Party B: Feng Shenghuan (herei

Exclusive Option Agreement dated August 29, 2022 among Tongcheng Shidai, Mr. Shaoyun Han and Beijing Tongcheng

Exhibit 4.20 This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of August 29, 2022 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Tongcheng Shidai Technology Co., Ltd. Address: Room 614, Floor 6, Building 1, 1 Andingmenwai Avenue, Chaoyang District, Beijing; Party B: Han Shaoyun Identification No.: *** Party C:

Consent of Conyers Dill & Pearman

Exhibit 15.1 28 April 2023 Matter No.: 837071 (852) 2842 9556 / 2842 9552 [email protected] [email protected] Tarena International, Inc. 6/F, No. 1 Andingmenwai Street Lychee Plaza Chaoyang District Beijing 100011 The People’s Republic of China Dear Sirs, Re: Tarena International, Inc. We consent to the reference to our firm under the heading “Item 10. Additional Informatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10 62

Tarena International, Inc. Announces the Unaudited Results for the Fourth Quarter and Fiscal Year of 2022

Exhibit 99.1 Tarena International, Inc. Announces the Unaudited Results for the Fourth Quarter and Fiscal Year of 2022 BEIJING, Mar 27, 2023 /PRNewswire/ - Tarena International, Inc. (NASDAQ: TEDU) ("Tarena" or the "Company"), a leading provider of IT professional education and IT-focused supplementary STEAM education services in China, today announced its unaudited financial results for the fourt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China Tel: +86 10 62

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Tarena International, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(2) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Equity Class A ordin

As filed with the Securities and Exchange Commission on March 15, 2023

As filed with the Securities and Exchange Commission on March 15, 2023 Registration No.

JOINT FILING AGREEMENT

EX-99.1 2 d375103dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the American depositary shares, one (1) of which represents five (5) Class A ordinary shares, par value of $0.001 per share, of Tarena International, Inc., dated as of February 17, 2023 is, and any further amendments thereto signed by each of the u

TEDU / Tarena International, Inc. / King Theodore Walker Cheng-de - SC 13G/A Passive Investment

SC 13G/A 1 d375103dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* TARENA INTERNATIONAL, INC. (Name of Issuer) American depositary shares, one of which represents five Class A ordinary shares, par value of $0.001 per share (Title of Class of Securities) 876108101 (CUSIP Number) Dec

Tarena Announces Changes to Board Composition

Exhibit 99.2 Tarena Announces Changes to Board Composition BEIJING, CHINA Nov. 29th, 2022 /PRNewswire/ — Tarena International, Inc. (NASDAQ: TEDU) (“Tarena” or the “Company”), a leading provider of IT professional education and IT-focused supplementary STEAM education services in China, today announced that Ms. Mingjie Sun has been appointed as an independent director of the board of directors of

Tarena International, Inc. Announces the Results for the Third Quarter of 2022 and a Share Repurchase Program

Exhibit 99.1 Tarena International, Inc. Announces the Results for the Third Quarter of 2022 and a Share Repurchase Program BEIJING, November 29, 2022 /PRNewswire/ - Tarena International, Inc. (NASDAQ: TEDU) ("Tarena" or the "Company"), a leading provider of IT professional education and IT-focused supplementary STEAM education services in China, today announced its unaudited financial results for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

6-K 1 tm2231528d16k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, Peopl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

6-K 1 tm2227981d16k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Re

Tarena Announces the Results for the Second Quarter of 2022 with revenues exceeding guidance and appoints New Chief Financial Officer

Exhibit 99.1 Tarena Announces the Results for the Second Quarter of 2022 with revenues exceeding guidance and appoints New Chief Financial Officer BEIJING, August 16, 2022 /PRNewswire/ - Tarena International, Inc. (NASDAQ: TEDU) ("Tarena" or the "Company"), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced its unaudit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-3636

6-K 1 tm2223565d16k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 10 621

Tarena International, Inc. Extends Its Share Repurchase Program

Exhibit 99.1 Tarena International, Inc. Extends Its Share Repurchase Program BEIJING, June 29, 2022 /PRNewswire/ ? Tarena International, Inc. (NASDAQ: TEDU) (?Tarena? or the ?Company?), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced that its board of directors has authorized the Company to extend its share repurcha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 10 621

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

6-K 1 tm2217594d16k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s

Tarena Regains Compliance with Nasdaq Listing Rules

Exhibit 99.1 Tarena Regains Compliance with Nasdaq Listing Rules BEIJING, June 2, 2022 /PRNewswire/ ? Tarena International, Inc. (NASDAQ: TEDU) (?Tarena? or the ?Company?), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced that it received a notification letter from the Listing Qualifications Department of the Nasdaq

TEDU / Tarena International, Inc. / King Theodore Walker Cheng-de - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* TARENA INTERNATIONAL, INC. (Name of Issuer) American depositary shares, one of which represents one Class A ordinary shares, par value of $0.001 per share (Title of Class of Securities) 876108101 (CUSIP Number) December 1, 2021 (Date of Event Which Requi

TEDU / Tarena International, Inc. / King Theodore Walker Cheng-de - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* TARENA INTERNATIONAL, INC. (Name of Issuer) American depositary shares, one of which represents five Class A ordinary shares, par value of $0.001 per share (Title of Class of Securities) 876108101 (CUSIP Number) May 17, 2022 (Date of Event Which Requires

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 10 6213

Tarena International, Inc. Announces the Results for the First Quarter of 2022

Exhibit 99.1 Tarena International, Inc. Announces the Results for the First Quarter of 2022 BEIJING, May 17, 2022 /PRNewswire/ - Tarena International, Inc. (NASDAQ: TEDU) ("Tarena" or the "Company"), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced its unaudited financial results for the first quarter ended March 31,

CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 ? Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ? I, Ying Sun, certify that: ? 1. I have reviewed this annual report on Form 20-F of Tarena International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made

Consent of Marcum Bernstein & Pinchuk LLP

? Exhibit 15.3 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM?S CONSENT We consent to the incorporation by reference in the Registration Statements of Tarena International, Inc. on Form S-8 (No. 333-204494, No. 333-197226 and No. 333-228771) of our report dated April 26, 2022, with respect to our audits of the consolidated financial statements of Tarena International Inc. as of December 31, 2020 an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 ? Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ? I, Wing Kee Lau, certify that: ? 1. I have reviewed this annual report on Form 20-F of Tarena International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 ? Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ? In connection with the Annual Report of Tarena International, Inc. (the ?Company?) on Form 20-F for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Ying Sun, Chief Executive Officer of the Comp

Consent of Conyers Dill & Pearman

Exhibit 15.1 ? April 26, 2022 ? [email protected] ? Tarena International, Inc. 6/F, No. 1 Andingmenwai Street, Lychee Plaza, Chaoyang District, Beijing 100011, The People?s Republic of China ? Dear Sirs, ? Re: Tarena International, Inc. ? We consent to the reference to our firm under the heading ?Item 10. Additional Information ? E. Taxation ? Cayman Islands Taxation? in Tarena

Consent of Han Kun Law Offices

Exhibit 15.2 ? April 26, 2022 ? Tarena International, Inc. 6/F, No. 1 Andingmenwai Street, Lychee Plaza, Chaoyang District, Beijing 100011, The People?s Republic of China ? Dear Sir/Madam: ? We hereby consent to the reference of our name under the heading ?Item 3. Key Information?D. Risk Factors?Risks Related to Our Corporate Structure,? ?Item 4. Information on the Company?C. Organizational Struct

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

? Exhibit 13.2 ? Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ? In connection with the Annual Report of Tarena International, Inc. (the ?Company?) on Form 20-F for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Wing Kee Lau, Chief Financial Officer of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2022 Commission File Number: 001-36363

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2022 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 10 62

Tarena International, Inc. Announces the Results for the Fourth Quarter and Fiscal Year of 2021

Exhibit 99.1 Tarena International, Inc. Announces the Results for the Fourth Quarter and Fiscal Year of 2021 BEIJING, March 16, 2022 /PRNewswire/ - Tarena International, Inc. (NASDAQ: TEDU) ("Tarena" or the "Company"), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced its unaudited financial results for the fourth qua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

6-K 1 tm227466d16k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2022 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People

Tarena Announces Changes to Board Composition

Exhibit 99.1 Tarena Announces Changes to Board Composition BEIJING, February 23, 2022 /PRNewswire/ ? Tarena International, Inc. (NASDAQ: TEDU) (?Tarena? or the ?Company?), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced that Mr. Shengwen (Roy) Rong has been appointed as an independent director of the board of direct

Tarena Announces Receipt of Nasdaq Notification Regarding Minimum Market Value of Publicly Held Shares

Exhibit 99.1 Tarena Announces Receipt of Nasdaq Notification Regarding Minimum Market Value of Publicly Held Shares BEIJING, Jan 25, 2022 /PRNewswire/ ? Tarena International, Inc. (NASDAQ: TEDU) (?Tarena? or the ?Company?), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced that it received a written notification from

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number: 001-363

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 10

Tarena International, Inc. Announces Share Repurchase Program

Exhibit 99.1 Tarena International, Inc. Announces Share Repurchase Program BEIJING, December 31, 2021 /PRNewswire/ ? Tarena International, Inc. (NASDAQ: TEDU) (?Tarena? or the ?Company?), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced that its board of directors (?the Board?) has authorized a share repurchase progr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

6-K 1 tm221272d16k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-36

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 10

Tarena Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price and Expects to Regain Compliance after the ADS Ratio Change

Exhibit 99.1 Tarena Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price and Expects to Regain Compliance after the ADS Ratio Change BEIJING, December 14, 2021 /PRNewswire/ ? Tarena International, Inc. (NASDAQ: TEDU) (?Tarena? or the ?Company?), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced that it

DEPOSIT AGREEMENT by and among Tarena International, Inc. CITIBANK, N.A., as Depositary, THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of April 2, 2014 TABLE OF CONTENTS

Exhibit (a)(ii) DEPOSIT AGREEMENT by and among Tarena International, Inc. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of April 2, 2014 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ?ADS Record Date? 1 Section 1.2 ?Affiliate? 2 Section 1.3 ?American Depositary Receipt(s)?, ?ADR(s)? and ?Receipt(s)? 2 Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS tarena international,

As filed with the Securities and Exchange Commission on December 13, 2021 Registration No.

Tarena International, Inc. CITIBANK, N.A., as Depositary, THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE DEPOSIT AGREEMENT, DATED AS OF APRIL 2, 2014 Amendment No. 1 the Deposit Agreement Dated as o

Exhibit (a)(i) Tarena International, Inc. and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE DEPOSIT AGREEMENT, DATED AS OF APRIL 2, 2014 Amendment No. 1 to the Deposit Agreement Dated as of [?], 2021 Table of Contents Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Effective Date 2 ARTICLE II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-36

6-K 1 tm2134315d16k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, Peopl

Tarena International, Inc. Announces Plan to Implement ADS Ratio Change

Exhibit 99.1 Tarena International, Inc. Announces Plan to Implement ADS Ratio Change BEIJING, December 1, 2021 /PRNewswire/ ? Tarena International, Inc. (NASDAQ: TEDU) (?Tarena? or the ?Company?), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced that it plans to change the ratio of its American Depositary Shares (?AD

TEDU / Tarena International, Inc. / KKR Group Partnership L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P 30 Hudson Yards New York, New York 10001 Telep

TEDU / Tarena International, Inc. / King Theodore Walker Cheng-de - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TARENA INTERNATIONAL, INC. (Name of Issuer) American depositary shares, one of which represents one Class A ordinary shares, par value of $0.001 per share (Title of Class of Securities) 876108101 (CUSIP Number) November 18, 2021 (Date of Event Which Requi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-36

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 10

Tarena International, Inc. Announces the Results for the Third Quarter of 2021

Exhibit 99.1 Tarena International, Inc. Announces the Results for the Third Quarter of 2021 BEIJING, November 23, 2021 /PRNewswire/ - Tarena International, Inc. (NASDAQ: TEDU) ("Tarena" or the "Company"), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced its unaudited financial results for the third quarter ended Sept

TEDU / Tarena International, Inc. / New Oriental Education & Technology Group Inc. - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment

Schedule 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) New Oriental Education & Technology Group Inc. No. 6 Hai Dian Zhong Stre

TEDU / Tarena International, Inc. / Han Shaoyun - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) Shaoyun Han Connion Capital Limited Learningon Limited Techedu Limited Moocon Education Limited c/o 6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-36

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 10

TERMINATION AND SETTLEMENT AGREEMENT

Exhibit 99.2 Execution Version TERMINATION AND SETTLEMENT AGREEMENT TERMINATION AND SETTLEMENT AGREEMENT, dated as of November 15, 2021 (this ?Agreement?), among Tarena International, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the ?Company?), Kidedu Holdings Limited, an exempted company with limited liability incorporated under the laws of t

(d)(14) Termination Agreement among the Chairman, Parent, Kidtech Limited, the Sponsor and the Investor, dated November 15, 2021.

Exhibit (d) (14) Execution Version TERMINATION AGREEMENT This TERMINATION AGREEMENT (this ?Agreement?) is made as of November 15, 2021, by and among, Mr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) Tarena International, Inc. (Name of the Issue

SC 13E3/A 1 tm2132924d2sc13e3a.htm SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) Tarena International, Inc. (Name of the Issuer) Tarena International, Inc. Mr. Shaoyun Han Kidedu Holdings Limited Kidarena Merger Sub Kidtech Limited

Tarena and the Buyer Group Agree to Terminate Merger Agreement

Exhibit 99.1 Tarena and the Buyer Group Agree to Terminate Merger Agreement BEIJING, November 15, 2021 /PRNewswire/ - Tarena International, Inc. (Nasdaq: TEDU) (?Tarena? or the ?Company?), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced that the Company and the buyer group (the ?Buyer Group Parties?) consisting of M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) Tarena International, Inc. (Name of the Issue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) Tarena International, Inc. (Name of the Issuer) Tarena International, Inc. (Name of Person Filing Statement) Class A Ordinary Shares, par value $0.001 per share American Depositary Shares, each r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 1

Tarena Delivers Notice of Intent to Terminate Merger Agreement Due to Breach by Parent and Merger Sub

Exhibit 99.1 Tarena Delivers Notice of Intent to Terminate Merger Agreement Due to Breach by Parent and Merger Sub BEIJING, September 30, 2021 /PRNewswire/ - Tarena International, Inc. (Nasdaq: TEDU) (?Tarena? or the ?Company?), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced that it has delivered a written notice t

Tarena International, Inc. Announces the Results for the Second Quarter of 2021

Exhibit 99.1 Tarena International, Inc. Announces the Results for the Second Quarter of 2021 BEIJING, September 24, 2021 /PRNewswire/ - Tarena International, Inc. (NASDAQ: TEDU) ("Tarena" or the "Company"), a leading provider of adult professional education and childhood & adolescent quality education services in China, today announced its unaudited financial results for the second quarter ended J

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 1

TEDU / Tarena International, Inc. / AREO HOLDINGS LTD - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Tarena International, Inc. (Name of Issuer) American depositary shares, one of which represents one Class A ordinary shares, par value of $0.001 per share (Title of Class of Securities) 876108101 (CUSIP Number) August 16, 2021 (Date of Event Which Requires

TEDU / Tarena International, Inc. / AREO HOLDINGS LTD - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Tarena International, Inc. (Name of Issuer) American depositary shares, one of which represents one Class A ordinary shares, par value of $0.001 per share (Title of Class of Securities) 876108101 (CUSIP Number) August 4, 2021 (Date of Event Which Requires

Limited Guarantee, dated as of April 30, 2021, by and between the Sponsor and the Company.

Exhibit (d)(7) Execution Version LIMITED GUARANTEE This Limited Guarantee (this ?Limited Guarantee?), dated as of April 30, 2021, is made by Ascendent Capital Partners III, L.

Discussion Materials prepared by Duff & Phelps for discussion with the special committee of the board of directors of the Company, dated April 30, 2021.

Exhibit (c)(2) Tarena International, Inc. Confidential Fairness Analysis Presented to the Special Committee of Independent Directors April 30, 2021 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is fu rnished by us. Reproduction, publication, or dissemination of any portion hereof may not be made without prior approval of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) Tarena International, Inc. (Name of the Issue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) Tarena International, Inc. (Name of the Issuer) Tarena International, Inc. Mr. Shaoyun Han Kidedu Holdings Limited Kidarena Merger Sub Kidtech Limited Ascendent Capital Partners III, L.P. Connion

Support Agreement, dated as of April 30, 2021, by and among Gaorong and Parent.

Exhibit (d)(5) Execution Version ROLLOVER AND SUPPORT AGREEMENT This ROLLOVER AND SUPPORT AGREEMENT (this ?Agreement?) is entered into as of April 30, 2021 by and among Kidedu Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (?Parent?) and the persons set forth on Schedule A hereto (each, a ?Rollover Shareholder? and collectively, ?Rollover Shareholders?).

Opinion of Duff & Phelps, A Kroll Business operating as Kroll, LLC (formerly known as Duff & Phelps, LLC) (“Duff & Phelps”), dated April 30, 2021, incorporated herein by reference to Annex C to the Proxy Statement.

Exhibit (a)-(1) PRELIMINARY PROXY STATEMENT OF THE COMPANY Shareholders of Tarena International, Inc.

* * *

Fang Xue, Esq. Direct: +86 10 6502 8687 Fax: +86 10 6502 8510 [email protected] 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, Kide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2021 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 10 621

Tarena International, Inc. Announces the Results for the First Quarter of 2021

Exhibit 99.1 Tarena International, Inc. Announces the Results for the First Quarter of 2021 BEIJING, May 25, 2021 /PRNewswire/ - Tarena International, Inc. (NASDAQ: TEDU) ("Tarena" or the "Company"), a leading provider of professional education and K-12 education services in China, today announced its unaudited financial results for the first quarter ended March 31, 2021. First Quarter 2021 Highli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) Tarena International, Inc. (Name of the Issuer) Tarena Internat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) Tarena International, Inc. (Name of the Issuer) Tarena International, Inc. Mr. Shaoyun Han Kidedu Holdings Limited Kidarena Merger Sub Kidtech Limited Ascendent Capital Partners III, L.P. Connion Capital Limited L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-36363 T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 10 6213

Limited Guarantee, dated as of April 30, 2021, by and between the Sponsor and the Company.

Exhibit (d)(7) Execution Version LIMITED GUARANTEE This Limited Guarantee (this ?Limited Guarantee?), dated as of April 30, 2021, is made by Ascendent Capital Partners III, L.

Discussion Materials prepared by Duff & Phelps for discussion with the special committee of the board of directors of the Company, dated April 30, 2021.

Exhibit (c)(2) Tarena International, Inc. Confidential Fairness Analysis Presented to the Special Committee of Independent Directors April 30, 2021 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is fu rnished by us. Reproduction, publication, or dissemination of any portion hereof may not be made without prior approval of

Support Agreement, dated as of April 30, 2021, by and among Gaorong and Parent.

Exhibit (d)(5) Execution Version ROLLOVER AND SUPPORT AGREEMENT This ROLLOVER AND SUPPORT AGREEMENT (this ?Agreement?) is entered into as of April 30, 2021 by and among Kidedu Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (?Parent?) and the persons set forth on Schedule A hereto (each, a ?Rollover Shareholder? and collectively, ?Rollover Shareholders?).

Opinion of Duff & Phelps, A Kroll Business operating as Kroll, LLC (formerly known as Duff & Phelps, LLC) (“Duff & Phelps”), dated April 30, 2021, incorporated herein by reference to Annex C to the Proxy Statement.

Exhibit (a)-(1) PRELIMINARY PROXY STATEMENT OF THE COMPANY Shareholders of Tarena International, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of

SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) New Oriental Education & Technology Group Inc. No. 6 Hai Dian Zhong Street Haidian Distri

ROLLOVER AND SUPPORT AGREEMENT

EX-2 2 d495272dex2.htm EX-2 Exhibit 2 Execution Version ROLLOVER AND SUPPORT AGREEMENT This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 30, 2021 by and between Kidedu Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the person set forth on Schedule A hereto (the “Rollover Shareholder”). C

AGREEMENT AND PLAN OF MERGER among KIDEDU HOLDINGS LIMITED, KIDARENA MERGER SUB and TARENA INTERNATIONAL, INC. Dated as of April 30, 2021 TABLE OF CONTENTS

EX-99.2 3 tm2114877d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 PRIVILEGED AND CONFIDENTIAL EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among KIDEDU HOLDINGS LIMITED, KIDARENA MERGER SUB and TARENA INTERNATIONAL, INC. Dated as of April 30, 2021 TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) Shaoyun Han Connion Capital Limited Learningon Limited Techedu Limited Moocon Education Limited c/o 6

Limited Guarantee, dated as of April 30, 2021, by and between the Chairman and the Company, incorporated herein by reference to Exhibit S to the Schedule 13D/A filed by the Chairman, Connion, Learningon, Techedu and Moocon with the SEC on May 3, 2021.

EX-99.(S) 4 tm2114883d1ex-99s.htm EXHIBIT 99.(S) Exhibit S Execution Version LIMITED GUARANTEE This Limited Guarantee (this “Limited Guarantee”), dated as of April 30, 2021, is made by Mr. Han Shaoyun (the “Guarantor”), in favor of Tarena International, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Unless otherwise indi

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-36363 TARENA INTERNATIONAL, INC. 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People?s Republic of China Tel: +86 10 6213

Powers of Attorney, filed herewith.

EX-99.B 3 brhc10023964ex99b.htm EXHIBIT B EXHIBIT B POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, plac

Exhibit A

EX-99.A 2 brhc10023964ex99a.htm EXHIBIT A EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the amendment to the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Class A Ordinary Shares, par value $0.001 per share of Tarena Internat

Interim Investor Agreement, dated April 30, 2021, by and among the Investor, Kidtech Limited, Parent and the Chairman, incorporated herein by reference to Exhibit T to the Schedule 13D/A filed by the Chairman, Connion, Learningon, Techedu and Moocon with the SEC on May 3, 2021.

Exhibit T Execution Version April 30, 2021 Kidtech Limited (?Issuer?) Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111, Cayman Islands Kidedu Holdings Limited (?Parent?) Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111, Cayman Islands Mr.

Personal Guarantee, dated April 30, 2021, by the Chairman to the Investor and the Sponsor, incorporated herein by reference to Exhibit U to the Schedule 13D/A filed by the Chairman, Connion, Learningon, Techedu and Moocon with the SEC on May 3, 2021.

Exhibit U Execution Version Dated April 30, 2021 Han Shaoyun as Guarantor and Ascendent Capital Partners III, L.

Support Agreement, dated as of April 30, 2021, by and among the Chairman, Connion, Learningon, Techedu, Moocon and Parent, incorporated herein by reference to Exhibit R to the Schedule 13D/A filed by the Chairman, Connion, Learningon, Techedu and Moocon with the SEC on May 3, 2021.

Exhibit R Execution Version ROLLOVER AND SUPPORT AGREEMENT This ROLLOVER AND SUPPORT AGREEMENT (this ?Agreement?) is entered into as of April 30, 2021 by and among Kidedu Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (?Parent?) and the persons set forth on Schedule A hereto (each, a ?Rollover Shareholder? and collectively, ?Rollover Shareholders?).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Tarena International, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G8675B 105 (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P 30 Hudson Yards New York, New York 10001 Telep

Letter of Undertaking regarding SPA and Personal Guarantee, dated April 30, 2021, by and among the Chairman, Techedu and Gaorong, incorporated herein by reference to Exhibit V to the Schedule 13D/A filed by the Chairman, Connion, Learningon, Techedu and Moocon with the SEC on May 3, 2021.

Exhibit V April 30, 2021 Banyan Enterprises Limited Banyan Enterprises A Limited OMC Chambers, Wickhams Cay 1 Road Town, Tortola, British Virgin Islands Re: Letter of Undertaking regarding SPA and Personal Guarantee (this ?Letter?) Dear Sirs: Reference is made to (A) the Share Purchase Agreement, dated as of December 7, 2018 (as amended from time to time, the ?SPA?) by and among Banyan Enterprises

Tarena Enters into Definitive Agreement for “Going Private” Transaction

EX-99.1 2 tm2114877d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Tarena Enters into Definitive Agreement for “Going Private” Transaction BEIJING, April 30, 2021 /PRNewswire/ - Tarena International, Inc. (Nasdaq: TEDU) (“Tarena” or the “Company”), a leading provider of professional education and K-12 education services in China, today announced that it has entered into an Agreement and Plan of Merger (the

Exhibit G

EX-99.G 4 brhc10023964ex99g.htm EXHIBIT G EXHIBIT G ROLLOVER AND SUPPORT AGREEMENT This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 30, 2021 by and between Kidedu Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”) and the person set forth on Schedule A hereto ( the “Rollover Shareholder”). Capi

Equity Commitment Letter, dated April 30, 2021, by and among the Sponsor, Kidtech Limited, Parent and the Chairman, incorporated herein by reference to Exhibit Q to the Schedule 13D/A filed by the Chairman, Connion, Learningon, Techedu and Moocon with the SEC on May 3, 2021.

EX-99.(Q) 2 tm2114883d1ex-99q.htm EXHIBIT 99.(Q) Exhibit Q Execution Version April 30, 2021 Kidtech Limited (“Issuer”) Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111, Cayman Islands Kidedu Holdings Limited (“Parent”) Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111, Cayman Islands Mr

CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ying Sun, certify that: 1. I have reviewed this annual report on Form 20-F of Tarena International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l

Consent of Conyers Dill & Pearman

Exhibit 15.1 April 13, 2021 [email protected] Tarena International, Inc. 6/F, No. 1 Andingmenwai Street, Lychee Plaza, Chaoyang District, Beijing 100011, The People’s Republic of China Dear Sirs, Re: Tarena International, Inc. We consent to the reference to our firm under the heading “Item 10. Additional Information — E. Taxation — Cayman Islands Taxation” in Tarena Internationa

Consent of Han Kun Law Offices

Exhibit 15.2 ? [Han Kun Law Offices Letterhead] ? April 13, 2021 ? Tarena International, Inc. 6/F, No. 1 Andingmenwai Street, Lychee Plaza, Chaoyang District, Beijing 100011, The People?s Republic of China ? Dear Sir/Madam: ? We hereby consent to the reference of our name under the heading ?Item 3. Key Information?D. Risk Factors?Risks Relating to Our Corporate Structure,? ?Item 4. Information on