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/o 6/F, No. 1 Andingmenwai Street, Litchi
Tower
Chaoyang District, Beijing 100011
People’s Republic of China
+86 (10) 6213-5687
|
|
|
With copies to: |
|
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
+852 3740-4700 |
|
Yilin Xu, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
30/F, China World Office 2
No. 1, Jianguomenwai Avenue
Beijing 100004, China
+86 (10) 6535-5500 |
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications) |
November 8, 2023 |
(Date of Event Which Requires Filing of this Statement) |
|
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ⌧
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* This
statement on Schedule 13D (the “Schedule 13D”) constitutes Amendment No. 10 to the initial Schedule 13D (the “Original
Schedule 13D”) filed on July 24, 2015 on behalf of Mr. Shaoyun Han, Ms. Lijuan Han, Ms. Ying Sun, and Connion
Capital Limited (“Connion,” and collectively with Mr. Shaoyun Han, Ms. Lijuan Han, Ms. Ying Sun, the “Reporting
Persons” ), as amended by the Amendment No.1 to the Original Schedule 13D filed on September 8, 2017, Amendment No. 2
to the Original Schedule 13D filed on October 13, 2017, Amendment No. 3 to the Original Schedule 13D filed on December 10,
2018, Amendment No. 4 to the Original Schedule 13D filed on October 15, 2019, Amendment No. 5 to the Original Schedule
13D filed on December 11, 2020, Amendment No. 6 to the Original Schedule 13D filed on January 21, 2021, Amendment No. 7
to the Original Schedule 13D filed on May 3, 2021, Amendment No. 8 to the Original Schedule 13D filed on November 16, 2021
and Amendment No. 9 to the Original Schedule 13D filed on May 28, 2023 on behalf of the Reporting Persons (together with the
Original Schedule 13D, the “Original Filings”), with respect to the ordinary shares (the “Ordinary Shares”), comprising
Class A ordinary shares, par value $0.001 per share (“Class A Ordinary Shares”), and Class B ordinary shares,
par value $0.001 per share (“Class B Ordinary Shares”), of Tarena International, Inc., a Cayman Islands company
(the “Company”). Except as amended hereby, the Original Filings remain in full force and effect. Capitalized terms used but
not defined in this Amendment No. 10 to the Schedule 13D have the meanings ascribed to them in the Original Filings. The Ordinary
Shares beneficially owned by the Reporting Persons were previously reported on a Schedule 13G filed on February 10, 2015, as amended
by amendments thereto.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes). |
CUSIP
No. G8675B 105 |
13D |
Page 2
of 8
|
1 |
NAMES OF REPORTING PERSONS
Shaoyun Han |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⌧
(b) o |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
683,285(1) Ordinary Shares |
8 |
SHARED VOTING POWER
9,399,279(2) Ordinary Shares |
9 |
SOLE DISPOSITIVE POWER
683,285(1) Ordinary Shares |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,082,564 Ordinary Shares |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5% of the Class A Ordinary Shares(3) (or 18.5%
of the total Ordinary Shares(4) assuming conversion of all outstanding Class B Ordinary Shares into Class A
Ordinary Shares, representing 62.8% of the total outstanding voting power). |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
|
|
|
|
| (1) | 136,657 ADSs representing 683,285 Class A Ordinary Shares that Mr. Shaoyun Han may purchase upon exercise of options within
60 days of November 8, 2023. Mr. Shaoyun Han is the record owner of these options. |
| (2) | Composed of (i) 7,206,059 Class B Ordinary Shares held by Learningon and (ii) 438,644 restricted ADSs representing
2,193,220 Class A Ordinary Shares held by Learningon. Learningon is ultimately owned by Ms. Lijuan Han, sister of Mr. Shaoyun
Han. By virtue of such relationship, Ms. Lijuan Han and Mr. Shaoyun Han undertake to act in concert in accordance with the instructions
of Mr. Shaoyun Han with regard to any matter submitted to vote by the shareholders of Learningon. Therefore, Mr. Shaoyun Han
may be deemed to share the voting power with respect to these shares. |
The rights of the holders of Class A Ordinary Shares
and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B
Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
| (3) | Based on 46,602,057 Class A Ordinary Shares outstanding as of February 28, 2023 as reported on the Company’s 20-F,
assuming all Class B Ordinary Shares held by such reporting person are converted into Class A Ordinary Shares and all share
options held by such reporting person that are exercisable within 60 days of November 8, 2023 are exercised. |
| (4) | Based on 53,808,116 outstanding Ordinary Shares, being the sum of 46,602,057 Class A Ordinary Shares and 7,206,059 Class B
Ordinary Shares outstanding as of February 28, 2023 as reported on the Company’s 20-F, assuming conversion of all Class B
Ordinary Shares into Class A Ordinary Shares and all share options held by such reporting person that are exercisable within 60 days
of November 8, 2023 are exercised. |
CUSIP
No. G8675B 105 |
13D |
Page 3
of 8
|
1 |
NAMES OF REPORTING PERSONS
Lijuan Han |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⌧
(b) o |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
151,445(5) Ordinary Shares |
8 |
SHARED VOTING POWER
9,399,279(6) Ordinary Shares |
9 |
SOLE DISPOSITIVE POWER
9,550,724 Ordinary Shares |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,550,724 Ordinary Shares |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7% of the Class A Ordinary Shares(5) (or 17.7%
of the total Ordinary Shares(6) assuming conversion of all outstanding Class B Ordinary Shares into Class A
Ordinary Shares, representing 62.7% of the total outstanding voting power). |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
|
|
|
|
| (5) | 30,289 ADSs representing 151,445 Class A Ordinary Shares. Ms. Lijuan Han is the record owner of these shares. |
| (6) | Composed of (i) 7,206,059 Class B Ordinary Shares held by Learningon and (ii) 438,644 restricted ADSs representing
2,193,220 Class A Ordinary Shares held by Learningon. Learningon is ultimately owned by Ms. Lijuan Han, sister of Mr. Shaoyun
Han. By virtue of such relationship, Ms. Lijuan Han and Mr. Shaoyun Han undertake to act in concert in accordance with the instructions
of Mr. Shaoyun Han with regard to any matter submitted to vote by the shareholders of Learningon. Therefore, Ms. Lijuan Han
may be deemed to share the voting power with respect to these shares. |
The rights of the holders of Class A Ordinary Shares
and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B
Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
| (7) | Based on 46,602,057 Class A Ordinary Shares outstanding as of February 28, 2023 as reported on the Company’s 20-F,
assuming all Class B Ordinary Shares held by such reporting person are converted into Class A Ordinary Shares and all share
options held by such reporting person that are exercisable within 60 days of November 8, 2023 are exercised. |
| (8) | Based on 53,808,116 outstanding Ordinary Shares, being the sum of 46,602,057 Class A Ordinary Shares and 7,206,059 Class B
Ordinary Shares outstanding as of February 28, 2023 as reported on the Company’s 20-F, assuming conversion of all Class B
Ordinary Shares into Class A Ordinary Shares and all share options held by such reporting person that are exercisable within 60 days
of November 8, 2023 are exercised. |
CUSIP
No. G8675B 105 |
13D |
Page 4
of 8
|
1 |
NAMES OF REPORTING PERSONS
Ying Sun |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⌧
(b) o |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
8,298,224(9) Ordinary Shares |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
8,298,224(9) Ordinary Shares |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,298,224(9) Ordinary Shares |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7% of the Class A Ordinary Shares(10) (or 15.3%
of the total Ordinary Shares(11) assuming conversion of all outstanding Class B Ordinary Shares into Class A Ordinary
Shares, representing 7.0% of the total outstanding voting power). |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
|
|
|
|
| (9) | Composed of (i) 4,746,618 Class A Ordinary Shares held by Connion, (ii) 2,000,000 Class A Ordinary Shares held
by Moocon, (iii) 1,207,106 Class A Ordinary Shares held by Ms. Ying Sun and (iv) 68,900 ADSs representing 344,500
Class A Ordinary Shares that Ms. Ying Sun may purchase upon exercise of options within 60 days of November 8, 2023. Ms. Ying
Sun is the ultimate owner of Connion and Moocon. |
| (10) | Based on 46,602,057 Class A Ordinary Shares outstanding as of February 28, 2023 as reported on the Company’s 20-F,
assuming all share options held by such reporting person that are exercisable within 60 days of November 8, 2023 are exercised. |
| (11) | Based on 53,808,116 outstanding Ordinary Shares, being the sum of 46,602,057 Class A Ordinary Shares and 7,206,059 Class B
Ordinary Shares outstanding as of February 28, 2023 as reported on the Company’s 20-F, assuming conversion of all Class B
Ordinary Shares into Class A Ordinary Shares and all share options held by such reporting person that are exercisable within 60 days
of November 8, 2023 are exercised. |
CUSIP
No. G8675B 105 |
13D |
Page 5
of 8
|
1 |
NAMES OF REPORTING PERSONS
Connion Capital Limited |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⌧
(b) o |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
4,746,618(12) Ordinary Shares |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
4,746,618(12) Ordinary Shares |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,746,618(12) Ordinary Shares |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2% of the Class A Ordinary Shares(13) (or 8.8% of
the total Ordinary Shares(14) assuming conversion of all outstanding Class B Ordinary Shares into Class A Ordinary
Shares, representing 4.0% of the total outstanding voting power). |
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
|
|
|
|
| (12) | 4,746,618 Class A Ordinary Shares held by Connion. Ms. Ying Sun is the ultimate owner of Connion. |
| (13) | Based on 46,602,057 Class A Ordinary Shares outstanding as of February 28, 2023 as reported on the Company’s 20-F,
assuming all share options held by such reporting person that are exercisable within 60 days of November 8, 2023 are exercised. |
| (14) | Based on 53,808,116 outstanding Ordinary Shares, being the sum of 46,602,057 Class A Ordinary Shares and 7,206,059 Class B
Ordinary Shares outstanding as of February 28, 2023 as reported on the Company’s 20-F, assuming conversion of all Class B
Ordinary Shares into Class A Ordinary Shares and all share options held by such reporting person that are exercisable within 60 days
of November 8, 2023 are exercised. |
Item 2. Identity and Background.
Item 2(a)–(f) of the Schedule 13D is
hereby amended and restated as follows:
(a)–(c), (f) Ms. Lijuan Han is
the sister of Mr. Shaoyun Han, founder and chairman of the Company. She currently serves as the general manager of Bodun Vocational
Training School located in Xi’an, China, a professional education institution focusing on IT training. The business address is c/o
601-606, Jiaotong University Publishing and Midea Building, South Second Ring Road East, Xi’an, Shannxi Province, People’s
Republic of China. Ms. Ying Sun currently serves as the CEO of the Company. Each of Ms. Lijuan Han and Ms. Ying Sun is
a PRC citizen.
(d) – (e) During the last five
years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
Item 5(a)–(d) of the Schedule 13D is
hereby amended and restated as follows:
(a)–(b) The
responses of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule
13D are hereby incorporated by reference in this Item 5.
By virtue of the relationship between Mr. Shaoyun
Han and Ms. Lijuan Han, Mr. Shaoyun Han and Ms. Lijuan Han undertake to act in concert in accordance with the instructions
of Mr. Shaoyun Han with regard to any matter submitted to vote by the shareholders of Learningon. Hence, Mr. Shaoyun Han and
Ms. Lijuan Han may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act, and
each as a member of a group may be deemed to beneficially own the 9,399,279 Ordinary Shares held by Learningon.
Except as disclosed in this Schedule 13D, none
of the Reporting Persons beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.
Except as disclosed in this Schedule 13D, none
of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary
Shares which it may be deemed to beneficially own.
(c) Except
as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60
days.
(d) Except
as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting
Persons.
(e) Not
Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and
supplemented by the following:
On October 30, 2023, Mr. Shaoyun Han
and Ms. Ying Sun entered into an Instrument of Transfer, pursuant to which Mr. Shaoyun Han agreed to transfer his equity interest
in Moocon Education Limited to Ms. Ying Sun in a consideration of nil.
On November 2, 2023, Mr. Shaoyun Han
and Ms. Ying Sun entered into an Instrument of Transfer, pursuant to which Mr. Shaoyun Han agreed to transfer his equity interest
in Connion to Ms. Ying Sun in a consideration of nil.
On November 2, 2023, Mr. Shaoyun Han
and Ms. Lijuan Han entered into an Instrument of Transfer, pursuant to which Mr. Shaoyun Han agreed to transfer his equity interest
in Learningon to Ms. Ying Sun in a consideration of nil.
On November 3, 2023, Mr. Shaoyun Han
and Ms. Ying Sun entered into an Instrument of Transfer, pursuant to which Mr. Shaoyun Han agreed to transfer 415,000 Class A
Ordinary Shares of the Company to Ms. Ying Sun in a consideration of USD$1.00.
CUSIP
No. G8675B 105 |
13D |
Page 7
of 8
|
On November 3, Mr. Shaoyun Han and Connion
entered into an Instrument of Transfer, pursuant to which Mr. Shaoyun Han agreed to transfer his interest in Techedu Limited to Connion
in a consideration of USD$1.00.
On November 8, 2023, Mr. Shaoyun Han
and Ms. Ying Sun entered into an Instrument of Transfer, pursuant to which Mr. Shaoyun Han agreed to transfer 250,000 Class A
Ordinary Shares of the Company to Ms. Ying Sun in a consideration of USD$1.00.
The description of the above Instruments of Transfer
is qualified in its entirety by reference to the full text of each of such agreements, a copy of which is filed by the Reporting Person
as exhibits to this Schedule 13D.
To the best knowledge of the Reporting Persons,
except as provided herein and disclosed before, there are no other contracts, arrangements, understandings or relationships (legal or
otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities
of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the
giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the
securities of the Company.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 9, 2023
|
Shaoyun Han |
|
|
|
/s/ Shaoyun Han |
|
Shaoyun Han |
|
|
|
Lijuan Han |
|
|
|
/s/ Lijuan Han |
|
Lijuan Han |
|
|
|
Ying Sun |
|
|
|
/s/ Ying Sun |
|
Ying Sun |
|
|
|
Connion Capital Limited |
|
|
|
By: |
/s/ Shaoyun Han |
|
|
Name: |
Shaoyun Han |
|
|
Title: |
Director |
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 Ordinary Shares and Class B Ordinary Shares, and that this Agreement be included as an Exhibit to such joint filing.
Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule
13D, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it
knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement as of November 9, 2023.
|
Shaoyun Han |
|
|
|
/s/ Shaoyun Han |
|
Shaoyun Han |
|
|
|
Lijuan Han |
|
|
|
/s/ Lijuan Han |
|
Lijuan Han |
|
|
|
Ying Sun |
|
|
|
/s/ Ying Sun |
|
Ying Sun |
|
|
|
Connion Capital Limited |
|
|
|
By: |
/s/ Shaoyun Han |
|
|
Name: |
Shaoyun Han |
|
|
Title: |
Director |
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 said Transferee") do hereby
transfer to the said Transferee the 1 share numbered 1-1 standing in my name in the Register of Moocon Education Limited to hold
unto the said transferee her Executors, Administrators or Assigns, subject to the several conditions upon which my hold the same at the
time of execution hereof. And I the said Transferee do hereby agree to take the said share subject to the same conditions.
Witness to our hands the 30th October 2023
Witness to the signature(s) of the Transferor
Address |
|
/s/ Han Shaoyun |
6F, No.1, Andingmenwai Street, Litchi Tower,
Chaoyang District, Beijing, China |
|
Han Shaoyun (Transferor) |
Witness to the signature(s) of the Transferee
|
|
/s/ Sun Ying |
|
|
Sun Ying (Transferee) |
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 said Transferee") do hereby transfer to the said Transferee the 1 share numbered 1-1 standing in my name in the
Register of Connion Capital Limited to hold unto the said transferee her Executors, Administrators or Assigns, subject to the
several conditions upon which my hold the same at the time of execution hereof. And I the said Transferee do hereby agree to take the
said share subject to the same conditions.
Witness
to our hands the 2nd November 2023
Witness
to the signature(s) of the Transferor
Address
|
|
/s/
Han Shaoyun |
6F, No.1, Andingmenwai
Street, Litchi Tower, Chaoyang District, Beijing, China |
|
Han
Shaoyun (Transferor) |
Witness
to the signature(s) of the Transferee
|
|
/s/ Sun
Ying
|
|
|
Sun
Ying (Transferee) |
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 Transferee") do hereby transfer to the said Transferee the 50,000 shares numbered 1-50,000 standing in my
name in the Register of Learningon Limited to hold unto the said transferee her Executors, Administrators or Assigns, subject
to the several conditions upon which my hold the same at the time of execution hereof. And I the said Transferee do hereby agree to take
the said share subject to the same conditions.
Witness to our hands the 2th
November, 2023
Witness to the signature(s)
of the Transferor
|
/s/
Han Shaoyun |
|
Han
Shaoyun (Transferor) |
Witness to the signature(s)
of the Transferee
|
/s/
Han Lijuan |
|
Han
Lijuan (Transferee) |
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 Beijing NO.36 North
Third Ring Road East, Dongcheng District,
Beijing, China, |
|
(address) |
|
|
|
|
415,000 |
Class
A Ordinary Shares |
|
|
|
|
of |
Tarena
International, Inc. |
|
(company
name) |
|
|
|
|
|
|
|
|
|
|
|
Dated
this 3 day of November, 2023
Signed
by the Transferor:
/s/
Han Shaoyun |
|
Name:
Han Shaoyun
Signed
by the Transferee:
/s/
Sun Ying |
|
Name:
Sun Ying |
|
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,
Town, Tortola, British Virgin Islands |
|
(address) |
|
|
|
|
1,152,183 |
Class
A Ordinary Shares |
|
|
|
|
of |
Tarena
International, Inc. |
(company
name) |
|
|
|
|
|
|
|
|
|
|
|
|
Dated
this 3 day of November, 2023
Tarena
International, Inc.
(the
“Company”)
INSTRUMENT
OF TRANSFER
Signed
by the Transferor:
/s/
Han Shaoyun |
|
For
and on behalf of
Techedu
Limited
Name:Han
Shaoyun
Title:Director
|
|
Signed
by the Transferee:
/s/
Han Shaoyun |
|
For
and on behalf of
Connion
Capital Limited
Name:Han
Shaoyun
Title:Director |
|
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 Beijing NO.36 North Third
Ring Road East, Dongcheng District,
Beijing, China, |
|
(address) |
|
|
|
|
250,000 |
Class
A Ordinary Shares |
|
|
|
|
of |
Tarena
International, Inc. |
|
(company
name) |
|
|
|
|
|
|
|
|
|
|
|
|
Dated
this 8 day of November, 2023
Signed
by the Transferor:
/s/
Han Shaoyun
|
|
Name: Han Shaoyun |
|
Signed
by the Transferee:
/s/
Sun Ying
|
|
Name: Sun Ying |
|
Grafico Azioni Tarena (NASDAQ:TEDU)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Tarena (NASDAQ:TEDU)
Storico
Da Lug 2023 a Lug 2024