Filing Details
- Accession Number:
- 0001653246-16-000004
- Form Type:
- 13G Filing
- Publication Date:
- 2016-04-27 07:17:17
- Filed By:
- Areo Holdings Ltd
- Company:
- Tarena International Inc. (NASDAQ:TEDU)
- Filing Date:
- 2016-04-27
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Orchid Asia VI | 0 | 5,639,577 | 0 | 5,639,577 | 5,639,577 | 12.82% |
Orchid Asia V Co-Investment Limited | 0 | 225,741 | 0 | 225,741 | 225,741 | 0.51% |
OAVI Holdings | 0 | 5,639,577 | 0 | 5,639,577 | 5,639,577 | 12.82% |
Orchid Asia VI GP, Limited | 0 | 5,639,577 | 0 | 5,639,577 | 5,639,577 | 12.82% |
Orchid Asia V Group Management, Limited | 0 | 5,639,577 | 0 | 5,639,577 | 5,639,577 | 12.82% |
Orchid Asia V Group, Limited | 0 | 5,639,577 | 0 | 5,639,577 | 5,639,577 | 12.82% |
AREO Holdings Limited | 0 | 5,865,318 | 0 | 5,865,318 | 5,865,318 | 13.33% |
Ms. Lam Lai Ming | 0 | 5,865,318 | 0 | 5,865,318 | 5,865,318 | 13.33% |
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) April 26, 2016 (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 5,639,577 ADS 07. Sole Dispositive Power 0 8. Shared Dispositive Power 5,639,577 ADS 09. Aggregate Amount Beneficially Owned By Each Reporting Person 5,639,577 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) 12.82%* 12. Type of Reporting Person PN *Calculated using number of outstanding Class A ordinary share of 43,988,425 as reported to be outstanding in the Issuer's Form 20-F filed with the Securities Exchange Commission on April 26, 2016. 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 225,741 ADS 07. Sole Dispositive Power 0 8. Shared Dispositive Power 225,741 ADS 09. Aggregate Amount Beneficially Owned By Each Reporting Person 225,741 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) 0.51%* 12. Type of Reporting Person CO *Calculated using number of outstanding Class A ordinary share of 43,988,425 as reported to be outstanding in the Issuer's Form 20-F filed with the Securities Exchange Commission on April 26, 2016. 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 5,639,577 ADS 0 7. Sole Dispositive Power 0 8. Shared Dispositive Power 5,639,577 ADS 09. Aggregate Amount Beneficially Owned By Each Reporting Person 5,639,577 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) 12.82%* 12. Type of Reporting Person HC *Calculated using number of outstanding Class A ordinary share of 43,988,425 as reported to be outstanding in the Issuer's Form 20-F filed with the Securities Exchange Commission on April 26, 2016. 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 5,639,577 ADS 07. Sole Dispositive Power 0 8. Shared Dispositive Power 5,639,577 ADS 09. Aggregate Amount Beneficially Owned By Each Reporting Person 5,639,577 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) 12.82%* 12. Type of Reporting Person HC *Calculated using number of outstanding Class A ordinary share of 43,988,425 as reported to be outstanding in the Issuer's Form 20-F filed with the Securities Exchange Commission on April 26, 2016. 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 5,639,577 ADS 0 7. Sole Dispositive Power 0 8. Shared Dispositive Power 5,639,577 ADS 09. Aggregate Amount Beneficially Owned By Each Reporting Person 5,639,577 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) 12.82%* 12. Type of Reporting Person HC *Calculated using number of outstanding Class A ordinary share of 43,988,425 as reported to be outstanding in the Issuer's Form 20-F filed with the Securities Exchange Commission on April 26, 2016. 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 5,639,577 ADS 7. Sole Dispositive Power 0 8. Shared Dispositive Power 5,639,577 ADS 09. Aggregate Amount Beneficially Owned By Each Reporting Person 5,639,577 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) 12.82%* 12. Type of Reporting Person HC *Calculated using number of outstanding Class A ordinary share of 43,988,425 as reported to be outstanding in the Issuer's Form 20-F filed with the Securities Exchange Commission on April 26, 2016. 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 5,865,318 ADS 0 7. Sole Dispositive Power 0 8. Shared Dispositive Power 5,865,318 ADS 9. Aggregate Amount Beneficially Owned By Each Reporting Person 5,865,318 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) 13.33%* 12. Type of Reporting Person HC *Calculated using number of outstanding Class A ordinary share of 43,988,425 as reported to be outstanding in the Issuer's Form 20-F filed with the Securities Exchange Commission on April 26, 2016. 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 5,865,318 ADS 0 7. Sole Dispositive Power 0 8. Shared Dispositive Power 5,865,318 ADS 09. Aggregate Amount Beneficially Owned By Each Reporting Person 5,865,318 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) 13.33%* 12. Type of Reporting Person IN *Calculated using number of outstanding Class A ordinary share of 43,988,425 as reported to be outstanding in the Issuer's Form 20-F filed with the Securities Exchange Commission on April 26, 2016.
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 5,639,577 ADS (ii) Orchid Asia V Co-Investment Limited2 225,741 ADS (iii) OAVI Holdings, L.P.3 5,639,577 ADS (iv) Orchid Asia VI GP, Limited4 5,639,577 ADS (v) Orchid Asia V Group Management, Ltd.5 5,639,577 ADS (vi) Orchid Asia V Group, Limited6 5,639,577 ADS (vii) AREO Holdings Limited7 5,865,318 ADS (viii) Ms. Lam Lai Ming8 5,865,318 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 26, 2016 ORCHID ASIA VI, L.P. By: /s/ Gabriel Li Name: Gabriel Li Title: Authorized RepresentativeORCHID ASIA V CO-INVESTMENT LIMITED By: /s/ Gabriel Li Name: Gabriel Li Title: DirectorOAVI HOLDINGS, L.P. By: /s/ Gabriel Li Name: Gabriel Li Title: Authorized Representative ORCHID ASIA VI GP, LIMITEDBy: /s/ Gabriel Li Name: Gabriel Li Title: Authorized Representative ORCHID ASIA V GROUP MANAGEMENT LIMITED By: /s/ Gabriel Li Name: Gabriel Li Title: Authorized RepresentativeORCHID ASIA V GROUP, LIMITED By: /s/ Gabriel Li Name: Gabriel Li Title: Authorized RepresentativeAREO HOLDINGS LIMITED By: /s/ Gabriel Li Name: Gabriel Li Title: Authorized RepresentativeMS. 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 26th day of April, 2016. ORCHID ASIA VI, L.P. By: /s/ Gabriel Li Name: Gabriel Li Title: Authorized RepresentativeOAVI 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 RepresentativeORCHID ASIA V GROUP, LIMITED By: /s/ Gabriel Li Name: Gabriel Li Title: Authorized RepresentativeAREO HOLDINGS LIMITED By: /s/ Gabriel Li Name: Gabriel Li Title: Authorized RepresentativeMS. 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 5,639,577 ADS, which represents 5,639,577 Class A ordinary shares 2 Orchid Asia V Co-Investment Limited beneficially owns 225,741 ADS, which represents 225,741 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 5,865,318 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 5,865,318 ADS.