UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Tarena International, Inc.
(Name of Issuer)
American depositary shares,
one of which represents one Class A ordinary shares
, par value $0.001 per share
(Title of Class of Securities)
876108101
(CUSIP Number)
February 28, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in 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. 876108101
1. Name Of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Orchid Asia VI, L.P.
2. Check The Appropriate Box if a Member of a Group
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Cayman Islands
Number Of Shares Beneficially Owned
By Each Reporting
Person With:
0
5. Sole Voting Power
0
6. Shared Voting Power
6,355,741 ADS
07. Sole Dispositive Power
0
8. Shared Dispositive Power
6,355,741 ADS
09. Aggregate Amount Beneficially Owned By Each Reporting Person
6,355,741 ADS
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
13.48%*
12. Type of Reporting Person
PN
*Calculated using number of outstanding Class A ordinary share of
47,160,248 as reported to be outstanding in the Issuer's Form 6-K
filed with the Securities Exchange Commission on February 28, 2017.
CUSIP NO. 876108101
1. Name Of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Orchid Asia V Co-Investment Limited
2. Check The Appropriate Box if a Member of a Group
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
British Virgin Islands
Number Of Shares Beneficially Owned
By Each Reporting
Person With:
0
5. Sole Voting Power
0
6. Shared Voting Power
318,241 ADS
07. Sole Dispositive Power
0
8. Shared Dispositive Power
318,241 ADS
09. Aggregate Amount Beneficially Owned By Each Reporting Person
318,241 ADS
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
0.67%*
12. Type of Reporting Person
CO
*Calculated using number of outstanding Class A ordinary share of
47,160,248 as reported to be outstanding in the Issuer's Form 6-K
filed with the Securities Exchange Commission on February 28, 2017.
CUSIP NO. 876108101
1. Name Of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
OAVI Holdings, L.P.
2. Check The Appropriate Box if a Member of a Group
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Cayman Islands
Number Of Shares Beneficially Owned
By Each Reporting
Person With:
0
5. Sole Voting Power
0
6. Shared Voting Power
6,355,741 ADS
0
7. Sole Dispositive Power
0
8. Shared Dispositive Power
6,355,741 ADS
09. Aggregate Amount Beneficially Owned By Each Reporting Person
6,355,741 ADS
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
13.48%*
12. Type of Reporting Person
HC
*Calculated using number of outstanding Class A ordinary share of
47,160,248 as reported to be outstanding in the Issuer's Form 6-K
filed with the Securities Exchange Commission on February 28, 2017.
CUSIP NO. 876108101
1. Name Of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Orchid Asia VI GP, Limited
2. Check The Appropriate Box if a Member of a Group
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Cayman Islands
Number Of Shares Beneficially Owned
By Each Reporting
Person With:
05. Sole Voting Power
0
6. Shared Voting Power
6,355,741 ADS
07. Sole Dispositive Power
0
8. Shared Dispositive Power
6,355,741 ADS
09. Aggregate Amount Beneficially Owned By Each Reporting Person
6,355,741 ADS
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
13.48%*
12. Type of Reporting Person
HC
*Calculated using number of outstanding Class A ordinary share of
47,160,248 as reported to be outstanding in the Issuer's Form 6-K
filed with the Securities Exchange Commission on February 28, 2017.
CUSIP NO. 876108101
1. Name Of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Orchid Asia V Group Management, Limited
2. Check The Appropriate Box if a Member of a Group
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Cayman Islands
Number Of Shares Beneficially Owned
By Each Reporting
Person With:
0
5. Sole Voting Power
0
6. Shared Voting Power
6,355,741 ADS
0
7. Sole Dispositive Power
0
8. Shared Dispositive Power
6,355,741 ADS
09. Aggregate Amount Beneficially Owned By Each Reporting Person
6,355,741 ADS
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
13.48%*
12. Type of Reporting Person
HC
*Calculated using number of outstanding Class A ordinary share of
47,160,248 as reported to be outstanding in the Issuer's Form 6-K
filed with the Securities Exchange Commission on February 28, 2017.
CUSIP NO. 876108101
1. Name Of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Orchid Asia V Group, Limited
2. Check The Appropriate Box if a Member of a Group
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Cayman Islands
Number Of Shares Beneficially Owned
By Each Reporting
Person With:
0
5. Sole Voting Power
0
6. Shared Voting Power
6,355,741 ADS
7. Sole Dispositive Power
0
8. Shared Dispositive Power
6,355,741 ADS
09. Aggregate Amount Beneficially Owned By Each Reporting Person
6,355,741 ADS
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
13.48%*
12. Type of Reporting Person
HC
*Calculated using number of outstanding Class A ordinary share of
47,160,248 as reported to be outstanding in the Issuer's Form 6-K
filed with the Securities Exchange Commission on February 28, 2017.
CUSIP NO. 876108101
1. Name Of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
AREO Holdings Limited
2. Check The Appropriate Box if a Member of a Group
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
British Virgin Islands
Number Of Shares Beneficially Owned
By Each Reporting
Person With:
0
5. Sole Voting Power
0
6. Shared Voting Power
6,673,982 ADS
0
7. Sole Dispositive Power
0
8. Shared Dispositive Power
6,673,982 ADS
9. Aggregate Amount Beneficially Owned By Each Reporting Person
6,673,982 ADS
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
14.15%*
12. Type of Reporting Person
HC
*Calculated using number of outstanding Class A ordinary share of
47,160,248 as reported to be outstanding in the Issuer's Form 6-K
filed with the Securities Exchange Commission on February 28, 2017.
CUSIP NO. 876108101
1. Name Of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Ms. Lam Lai Ming
2. Check The Appropriate Box if a Member of a Group
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Hong Kong
Number Of Shares Beneficially Owned
By Each Reporting
Person With:
0
5. Sole Voting Power
0
6. Shared Voting Power
6,673,982 ADS
0
7. Sole Dispositive Power
0
8. Shared Dispositive Power
6,673,982 ADS
09. Aggregate Amount Beneficially Owned By Each Reporting Person
6,673,982 ADS
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
14.15%*
12. Type of Reporting Person
IN
*Calculated using number of outstanding Class A ordinary share of
47,160,248 as reported to be outstanding in the Issuer's Form 6-K
filed with the Securities Exchange Commission on February 28, 2017.
Item 1.
(a) Name of Issuer:
Tarena International, Inc.
(b) Address of Issuer's Principal Executive Offices:
Suite 10017, Building E, Zhongkun Plaza, A18 Bei San Huan
West Road, Haidian 100098, China
Item 2.
(a) Name of Person Filing:
This Schedule 13G is being filed jointly by:
(i) Orchid Asia VI, L.P., a Cayman Islands exempted limited partnership;
(ii) Orchid Asia V Co-Investment Limited, a British Virgin Islands company;
(iii) OAVI Holdings, L.P., a Cayman Islands exempted limited partnership;
(iv) Orchid Asia VI GP, Limited, a Cayman Islands exempt company;
(v) Orchid Asia V Group Management, Ltd., a Cayman Islands exempted company;
(vi) Orchid Asia V Group, Limited, a Cayman Islands exempted company;
(vii) AREO Holdings Limited, a British Virgin Islands company;
and (viii) Ms. Lam Lai Ming, a citizen of Hong Kong.
(b) Address of Principal Business Offices or, if none, Residence:
The Principal Business Office of Orchid Asia VI, L.P.,
Orchid Asia V Co-Investment Limited,
OAVI Holdings, L.P.,
Orchid Asia VI GP, Limited,
Orchid Asia V Group Management, Ltd.,
Orchid Asia V Group, Limited,
AREO Holdings Limited is
Suites 6211-12, 62nd Floor, The Center, 99 Queen's Road, Central, Hong Kong.
The Resident address of Ms. Lam Lai Ming is Flat A on
43Floor of South Tower 8, Resident Bel-Air, Island South,
38 Bel-Air Avenue, Hong Kong.
(c) Citizenship
Please see response to part (a) of this Item 2.
(d) Title of Class of Securities:
American depositary shares, one of which represents
one Class A ordinary shares
(e) CUSIP Number:
876108101
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of
the Securities Exchange Act of 1934 (the "Act").
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19)
of the Act.
(d) [ ] Investment company registered under Section 8
of the Investment Company Act of 1940.
(e) [ ] An investment advisor in accordance with
Section 240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund
in accordance with Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person
in accordance with Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14)
of the Investment Company Act of 1940.
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
(i) Orchid Asia VI, L.P.1 6,355,741 ADS
(ii) Orchid Asia V Co-Investment Limited2 318,241 ADS
(iii) OAVI Holdings, L.P.3 6,355,741 ADS
(iv) Orchid Asia VI GP, Limited4 6,355,741 ADS
(v) Orchid Asia V Group Management, Ltd.5 6,355,741 ADS
(vi) Orchid Asia V Group, Limited6 6,355,741 ADS
(vii) AREO Holdings Limited7 6,673,982 ADS
(viii) Ms. Lam Lai Ming8 6,673,982 ADS
Items (b) and (c):
Please see items 1 and 2-9 of the cover pages to this filing.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
See Exhibit A
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect.
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: April 20, 2017
ORCHID ASIA VI, L.P.
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Representative
ORCHID ASIA V CO-INVESTMENT LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
OAVI HOLDINGS, L.P.
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Representative
ORCHID ASIA VI GP, LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Representative
ORCHID ASIA V GROUP MANAGEMENT LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Representative
ORCHID ASIA V GROUP, LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Representative
AREO HOLDINGS LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Representative
MS. LAM LAI MING
/s/ Veronica Lam Lai Ming
Joint Filing Agreement
The undersigned hereby agree to the joint filing with
each other of a Schedule 13G, and all amendments thereto, with
respect to each holding as to which such a report must be made,
and that each such Schedule and all amendments thereto are made
on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute
this agreement this 20th day of April, 2017.
ORCHID ASIA VI, L.P.
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Representative
ORCHID ASIA V CO-INVESTMENT LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
OAVI HOLDINGS, L.P.
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Representative
ORCHID ASIA VI GP, LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Representative
ORCHID ASIA V GROUP MANAGEMENT LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Representative
ORCHID ASIA V GROUP, LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Representative
AREO HOLDINGS LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Representative
MS. LAM LAI MING
/s/ Veronica Lam Lai Ming
EXHIBIT A
Orchid Asia VI, L.P. and Orchid Asia V Co-Investment
Limited are part of Orchid Asia V Group, Limited, an investment
complex that focuses on companies in Asia and China in particular.
OAVI Holdings, L.P. is the general partner of
Orchid Asia VI, L.P. Orchid Asia VI GP, Limited is the
general partner of OAVI Holdings, L.P. which is in turn a
wholly-owned subsidiary of Orchid Asia V Group Management Limited.
Orchid Asia V Group Management Limited is a wholly-owned
subsidiary of Orchid Asia V Group, Limited. AREO Holdings Limited
is controlling shareholder of Orchid Asia V Group, Limited,
and is wholly-owned by Ms. Lam Lai Ming.
AREO Holdings Limited is also controlling shareholder of
Orchid Asia V Co-Investment Limited.
1 Orchid Asia VI, L.P. beneficially owns 6,355,741 ADS,
which represents 6,355,741 Class A ordinary shares
2 Orchid Asia V Co-Investment Limited beneficially owns
318,241 ADS, which represents 318,241 Class A ordinary shares
3 OAVI Holdings, L.P. is the general partner of Orchid Asia VI, L.P.
and thus may be deemed to share the power to vote and dispose or direct
the disposition of such ordinary shares held by Orchid Asia VI, L.P.
4 Orchid Asia VI GP, Limited is the general partner of
OAVI Holdings, L.P. and thus may be deemed to share the power to
vote and dispose or direct the disposition of such ADS held by
Orchid Asia VI, L.P.
5 Orchid Asia V Group Management Limited wholly-owns
Orchid Asia VI GP, Limited and thus may be deemed to share
the power to vote and dispose or direct the disposition of
such ADS held by Orchid Asia VI, L.P.
6 Orchid Asia V Group, Limited wholly-owns Orchid Asia
V Group Management Ltd. and thus may be deemed to share the
power to vote and dispose or direct the disposition of such ADS held
by Orchid Asia VI, L.P.
7 As described further in Exhibit A, AREO Holdings Limited is
controlling shareholder of Orchid Asia V Group, Limited and
Orchid Asia V Co-Investment Limited and thus may be deemed to
share the power to vote and dispose or direct the disposition
of the 6,673,982 ADS.
8 As described further in Exhibit A, Ms. Lam Lai Ming is the
sole shareholder of AREO Holdings Limited. As such, Ms. Lam Lai Ming
may be deemed to share the power to vote and dispose or direct the
disposition of 6,673,982 ADS.