LIMITED GUARANTEELimited Guarantee • May 3rd, 2021 • Han Shaoyun • Services-educational services • New York
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 indicated, capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to them in the Merger Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENT by and between Tarena International, Inc. and Talent Fortune Investment Limited Dated as of July 17, 2015Registration Rights Agreement • July 24th, 2015 • Han Shaoyun • Services-educational services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of July 17, 2015, by and between Tarena International, Inc., a Cayman Islands exempted company (the “Company”), and Talent Fortune Investment Limited, a Cayman Islands limited liability company (“KKR”).
SHARE CHARGE AGREEMENT (this “Charge”) is made as a deed on July 15, 2015. BETWEEN: RECITALS: AGREEMENT:Share Charge Agreement • July 24th, 2015 • Han Shaoyun • Services-educational services
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 24th, 2015 • Han Shaoyun • Services-educational services • New York
SHARE PURCHASE AGREEMENT (this “Agreement”) dated June 13, 2015, is entered into between Talent Fortune Investment Limited, a limited liability company incorporated under the laws of Cayman Islands (the “KKR Purchaser”), Connion Capital Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Founder Purchaser”, and, together with the KKR Purchaser, each a “Purchaser” and collectively the “Purchasers”) and Goldman Sachs Investment Partners Master Fund, L.P., a Cayman Islands exempted limited partnership, and Goldman Sachs Investment Partners Private Opportunities Holdings, L.P., a Cayman Islands exempted limited partnership, (collectively, the “Sellers” and each, individually, a “Seller”).
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • May 3rd, 2021 • Han Shaoyun • Services-educational services • New York
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”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Exhibit VHan Shaoyun • May 3rd, 2021 • Services-educational services
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 Limited, a BVI business company incorporated under the laws of the British Virgin Islands (the “Purchaser A”), Banyan Enterprises A Limited, a BVI business company incorporated under the laws of the British Virgin Islands (the “Purchaser B,” and, together with the Purchaser A, each a “Purchaser” and collectively the “Purchasers”) and Techedu Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (the “Seller”), as amended by an Amendment to Share Purchase Agreement (the “First Amendment”), dated as of October 12, 2019, by and among the Purchasers, the Seller and Mr. Shaoyun Han (“Founder”), and (B) the Personal Guarantee, dated October 12, 2019 (the “Personal Guarantee”), by and among Founder (as the Guarantor), the Seller (as the Debtor) and the Purchasers (as the Creditors). All capit
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2015 • Han Shaoyun • Services-educational services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of $0.001 per share, of Tarena International, Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 24th, 2015 • Han Shaoyun • Services-educational services • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of July 10, 2015, is made by and between Connion Capital Limited, a limited liability company incorporated under the laws of British Virgin Islands (“Assignor”) and Moocon Education Limited, a limited liability company incorporated under the laws of British Virgin Islands (“Assignee”). The Assignor and the Assignee are each referred to as a “Party” and are referred to collectively as the “Parties.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 10th, 2018 • Han Shaoyun • Services-educational services • Hong Kong
SHARE PURCHASE AGREEMENT (this “Agreement”) dated December 7, 2018, is entered into by and among Banyan Enterprises Limited, a BVI business company incorporated under the laws of the British Virgin Islands (the “Purchaser A”), Banyan Enterprises A Limited, a BVI business company incorporated under the laws of the British Virgin Islands (the “Purchaser B”, and, together with the Purchaser A, each a “Purchaser” and collectively the “Purchasers”) and Techedu Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (the “Seller”).
THIS DEED is dated August 30, 2017 and made among: IT IS AGREED as follows:Deed • September 8th, 2017 • Han Shaoyun • Services-educational services • Hong Kong
JOINT FILING AGREEMENTJoint Filing Agreement • April 24th, 2024 • Han Shaoyun • Services-educational services
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, 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.
JOINT FILING AGREEMENTJoint Filing Agreement • December 10th, 2018 • Han Shaoyun • Services-educational services
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 represented by American depositary 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.
JOINT FILING AGREEMENTJoint Filing Agreement • November 9th, 2023 • Han Shaoyun • Services-educational services
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.
JOINT FILING AGREEMENTJoint Filing Agreement • July 24th, 2015 • Han Shaoyun • Services-educational services
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 represented by American depositary 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.
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 15th, 2019 • Han Shaoyun • Services-educational services
This Amendment (this “Amendment”) to the Share Purchase Agreement, dated as of December 7, 2018 (the “SPA”) by and among Banyan Enterprises Limited, a BVI business company incorporated under the laws of the British Virgin Islands (the “Purchaser A”), Banyan Enterprises A Limited, a BVI business company incorporated under the laws of the British Virgin Islands (the “Purchaser B”, and, together with the Purchaser A, each a “Purchaser” and collectively the “Purchasers”) and Techedu Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (the “Seller”) is entered into as of October 12, 2019 by and between the Purchasers, the Seller and Mr. Shaoyun Han (韩少云) (the “Founder”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 15th, 2019 • Han Shaoyun • Services-educational services
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 represented by American depositary 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.
This 12th day of October, 2019 HAN Shaoyun as the Guarantor and Techedu Limited as the Debtor and Banyan Enterprises Limited together with Banyan Enterprises A Limited as the Creditors Personal GuaranteePersonal Guarantee • October 15th, 2019 • Han Shaoyun • Services-educational services • Hong Kong
JOINT FILING AGREEMENTJoint Filing Agreement • October 13th, 2017 • Han Shaoyun • Services-educational services
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 represented by American depositary 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.
JOINT FILING AGREEMENTJoint Filing Agreement • September 8th, 2017 • Han Shaoyun • Services-educational services
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 represented by American depositary 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.
CONVERTIBLE BOND PURCHASE AGREEMENT (this “Agreement”) made on July 14, 2015 AMONG: RECITALS: AGREEMENT:Convertible Bond Purchase Agreement • July 24th, 2015 • Han Shaoyun • Services-educational services • Hong Kong
Exhibit THan Shaoyun • May 3rd, 2021 • Services-educational services
Kidtech Limited (“Issuer”) Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111, Cayman Islands
JOINT FILING AGREEMENTJoint Filing Agreement • April 10th, 2015 • Han Shaoyun • Services-educational services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.001 per share, of Tarena International, Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
