TEDU Tarena International Inc

 

 

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 6213-5687   1/F, Block A, Training Building, 65 Kejiyuan Road, Baiyang Jie Dao, Economic Development District, Hangzhou 310000, People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F

x

Form 40-F

¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	TARENA INTERNATIONAL, INC.
	By:	/s/ Xiaobo Shao
	Name:	Xiaobo Shao
	Title:	Chief Financial Officer
Date: January 2, 2024

 

 

EXHIBIT INDEX

 

Exhibit 99.1 – Press Release

 

Exhibit 99.2 – Notice of Extraordinary General Meeting

 

Exhibit 99.3 – Form of Proxy for the Extraordinary General Meeting

 

 

 

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 Conference Room 1, 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China, on February 20, 2024 at 10:00 am (Beijing time).

 

The purpose of the EGM is for the Company’s shareholders to consider, and if thought fit, approve the change of the Company’s legal name from “Tarena International, Inc.” to “TCTM Kids IT Education Inc.”. The proposed name change will not affect any rights of shareholders or the Company’s operations and financial position.

 

The board of directors of the Company has fixed the close of business on January 8, 2024 as the record date (the “Record Date”) in order to determine the shareholders entitled to receive notice of the EGM or any adjourned or postponed meeting thereof. The Notice of EGM and form of proxy for the EGM are available on the Company’s website at https://ir.tedu.cn.

 

Holders of the Company’s ordinary shares whose names are on the register of members of the Company at the close of business on the Record Date are entitled to attend the EGM and any adjournment or postponement thereof in person. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program.

 

About Tarena International, Inc.

 

Tarena is a leading provider of IT professional education and IT-focused supplementary STEAM education services in China. Through its innovative education platform combining live distance instruction, classroom-based tutoring and online learning modules, Tarena offers professional education courses in IT and non-IT subjects. Its professional education courses provide students with practical skills to prepare them for jobs in industries with significant growth potential and strong hiring demand. Tarena also offers IT-focused supplementary STEAM education programs, including computer coding and robotics programming courses, etc., targeting students between three and eighteen years of age. Aiming to encourage “code to learn,” Tarena embraces the latest trends in STEAM education and technology to develop children's logical thinking and learning abilities while allowing them to discover their interests and potential.

 

Safe Harbor Statement

 

This press release contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Tarena may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including any business outlook and statements about Tarena’s beliefs and expectations, are forward-looking statements. Many factors, risks and uncertainties could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but not limited to the following: Tarena’s goals and strategies; its future business development, financial condition and results of operations; its ability to continue to attract students to enroll in its courses; its ability to continue to recruit, train and retain qualified instructors and teaching assistants; its ability to continually tailor its curriculum to market demand and enhance its courses to adequately and promptly respond to developments in the professional job market; its ability to maintain or enhance its brand recognition, its ability to maintain high job placement rate for its students, and its ability to maintain cooperative relationships with financing service providers for student loans.

 

 

Further information regarding these and other risks, uncertainties or factors is included in Tarena’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and Tarena does not undertake any obligation to update such information, except as required under applicable law.

 

For further information, please contact:

 

Investor Relations Contact

Tarena International, Inc.

Email: ir@tedu.cn

 

 

 

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 of China on February 20, 2024 at 10 A.M. (Beijing time) to consider and, if thought fit, pass with or without modification the following resolution as a special resolution:

 

SPECIAL RESOLUTION

 

“THAT:

 

(a)

subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the “Registrar”) being obtained, the name of the Company be changed from “Tarena International, Inc.” to “TCTM Kids IT Education Inc.” with effect from the date on which the Registrar enters the new name in the Register of Companies in place of the current name of the Company and issues the certificate of incorporation on change of name (the “Change of Company Name”); and

 

(b)

any one or more of the directors of the Company, acting collectively and individually, be and are hereby authorized to take all such steps, do all such acts, matters and things and to sign, execute (under hand, as a deed or under seal (where required)) and deliver all such documents which he/she may in his/her absolute discretion, consider necessary, appropriate, desirable or expedient in connection with or to implement or give effect to the Change of Company Name and to attend any necessary registration and/or filing for and on behalf of the Company.”

 

By Order of the Board

 

/s/ Shaoyun Han
Shaoyun Han
Chairman of the Board of Directors

 

Beijing, China

 

Date: December 29, 2023

 

 

 

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 China on February 20, 2024 at 10 A.M. (Beijing time)

 

I/We,

Please Print Name(s)

 

of

Please Print Address(es)

 

the undersigned, being the registered holder(s) of _____________________ Class ___ Ordinary Shares ^{(Note 1)}, par value US$0.001 per share, of Tarena International, Inc. (the “Company”), hereby appoint the Chairman of the Extraordinary General Meeting^{(Note 2)} or _________________________ of ______________________________________________ as my/our proxy to attend and act for me/us at the Extraordinary General Meeting and at any adjournment(s) or postponement(s) thereof, and in the event of a poll voting, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.

 

	PROPOSALS	FOR (Note 3)	AGAINST (Note 3)	ABSTAIN (Note 3)
	As a SPECIAL RESOLUTION:   THAT: (a) subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the “Registrar”) being obtained, the name of the Company be changed from “Tarena International, Inc.” to “TCTM Kids IT Education Inc.” with effect from the date on which the Registrar enters the new name in the Register of Companies in place of the current name of the Company and issues the certificate of incorporation on change of name (the “Change of Company Name”); and (b) any one or more of the directors of the Company, acting collectively and individually, be and are hereby authorized to take all such steps, do all such acts, matters and things and to sign, execute (under hand, as a deed or under seal (where required)) and deliver all such documents which he/she may in his/her absolute discretion, consider necessary, appropriate, desirable or expedient in connection with or to implement or give effect to the Change of Company Name and to attend any necessary registration and/or filing for and on behalf of the Company.”

 

	1	Please insert the NUMBER of and the CLASS of shares (i.e., Class A or Class B) registered in your name(s) to which this proxy relates. If no number and/or class is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).
	2	If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING OR” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his or her stead. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT.
	3	IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.” IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “ABSTAIN.” And write down the number of shares you wish to allocate in each box if you wish to allocate your votes partially “FOR”, partially “AGAINST” and/or partially “ABSTAIN”. Failure to complete any or all the boxes will entitle your proxy to cast his or her votes at his or her discretion.

 

 

Dated

Signature(s) (Note 4)

 

This proxy FORM must be duly completed and DEPOSITED AT 6/F, No. 1 Andingmenwai Street, Litchi Tower, Chaoyang District, Beijing 100011, People’s Republic of China noT less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting.

 

4

This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed under the hand of a director, an officer or an attorney duly authorized to sign the same.

 

 

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