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)
|
David J. Sorkin, Esq.
Kohlberg Kravis Roberts & Co. L.P 30 Hudson Yards New York, New York 10001 Telephone: (212) 750-8300 with a copy to:
Judie Ng Shortell, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Unit 5201, Fortune Financial Center, 5 Dongsanhuan Zhonglu
Chaoyang District, Beijing, 100020
People’s Republic of China
Telephone: +86-10-5828-6318
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
April 30, 2021
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|||
Talent Fortune Investment Limited
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|||
(a) [ X ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
OO
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Cayman Islands
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
6,826,263 Shares
|
||||
8
|
SHARED VOTING POWER
|
|||
None
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,826,263 Shares
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
None
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,826,263 Shares
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||
[ X ]1
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
14.1%2
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
CO
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|||
Talent Fortune Holdings Limited
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) [ X ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Cayman Islands
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
6,826,263 Shares
|
||||
8
|
SHARED VOTING POWER
|
|||
None
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,826,263 Shares
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
None
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,826,263 Shares
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||
[ X ]1
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
14.1%2
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
CO
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR China Growth Fund L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) [ X ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Cayman Islands
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
6,826,263 Shares
|
||||
8
|
SHARED VOTING POWER
|
|||
None
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,826,263 Shares
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
None
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,826,263 Shares
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||
[ X ]1
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
14.1%2
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
PN
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR Associates China Growth L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) [ X ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Cayman Islands
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
6,826,263 Shares
|
||||
8
|
SHARED VOTING POWER
|
|||
None
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,826,263 Shares
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
None
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,826,263 Shares
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||
[ X ]1
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
14.1%2
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
PN
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR China Growth Limited
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) [ X ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Cayman Islands
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
6,826,263 Shares
|
||||
8
|
SHARED VOTING POWER
|
|||
None
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,826,263 Shares
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
None
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,826,263 Shares
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||
[ X ]1
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
14.1%2
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
CO
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR Group Partnership L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) [ X ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Cayman Islands
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
6,826,263 Shares
|
||||
8
|
SHARED VOTING POWER
|
|||
None
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,826,263 Shares
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
None
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,826,263 Shares
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||
[ X ]1
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
14.1%2
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
PN
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR Group Holdings Corp.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) [ X ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
6,826,263 Shares
|
||||
8
|
SHARED VOTING POWER
|
|||
None
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,826,263 Shares
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
None
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,826,263 Shares
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||
[ X ]1
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
14.1%2
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
CO
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR & Co. Inc.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) [ X ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
6,826,263 Shares
|
||||
8
|
SHARED VOTING POWER
|
|||
None
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,826,263 Shares
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
None
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,826,263 Shares
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||
[ X ]1
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
14.1%2
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
CO
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|||
KKR Management LLP
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) [ X ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
6,826,263 Shares
|
||||
8
|
SHARED VOTING POWER
|
|||
None
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
6,826,263 Shares
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
None
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,826,263 Shares
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||
[ X ]1
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
14.1%2
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
PN
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|||
Henry R. Kravis
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) [ X ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
United States
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
None
|
||||
8
|
SHARED VOTING POWER
|
|||
6,826,263 Shares
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
None
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
6,826,263 Shares
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,826,263 Shares
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||
[ X ]1
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
14.1%2
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
IN
|
CUSIP No.
|
G8675B 105
|
1
|
NAMES OF REPORTING PERSONS
|
|||
George R. Roberts
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) [ X ]
(b) [ ]
|
||||
3
|
SEC USE ONLY
|
|||
|
||||
4
|
SOURCE OF FUNDS
|
|||
AF
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|||
[ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
United States
|
||||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
None
|
||||
8
|
SHARED VOTING POWER
|
|||
6,826,263 Shares
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
None
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
6,826,263 Shares
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
6,826,263 Shares
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||
[ X ]1
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
14.1%2
|
||||
14
|
TYPE OF REPORTING PERSON
|
|||
IN
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
(i) |
Talent Fortune Investment Limited, a Cayman Islands exempted limited liability company (“Talent”);
|
(ii) |
Talent Fortune Holdings Limited, a Cayman Islands exempted limited liability company (“Talent Holdings”);
|
(iii) |
KKR China Growth Fund L.P., a Cayman Islands exempted limited partnership (“KKR CGF”);
|
(iv) |
KKR Associates China Growth L.P., a Cayman Islands exempted limited partnership (“KKR Associates”);
|
(v) |
KKR China Growth Limited, a Cayman Islands exempted limited company (“KKR China Growth”);
|
(vi) |
KKR Group Partnership L.P, a Cayman Islands exempted limited partnership (“KKR Group Partnership”);
|
(vii) |
KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);
|
(viii) |
KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);
|
(ix) |
KKR Management LLP, a Delaware limited liability partnership (“KKR Management”);
|
(x) |
Henry R. Kravis, a United States citizen; and
|
(xi) |
George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xi) are collectively referred to herein as the “Reporting Persons”).
|
(b) |
The address of the principal business office of Talent, Talent Holdings, KKR CGF, KKR Associates and KKR China Growth is:
|
(c) |
Each of KKR Group Partnership, KKR Group Holdings, KKR & Co. and KKR Management is principally engaged as a holding company. Talent and Talent Holdings were formed solely for purposes relating to investing in the Issuer. KKR CGF is
principally engaged in the business of investing in other companies. Each of KKR Associates and KKR China Growth is principally engaged in the business of managing KKR CGF.
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit A |
Exhibit B |
Exhibit C |
Share Purchase Agreement dated June 13, 2015, by and among Talent, the GS Sellers, and Connion, previously filed.
|
Exhibit D |
Share Purchase Agreement dated June 13, 2015, by and among Talent, the IDG Sellers, and Connion, previously filed.
|
Exhibit E |
Convertible Bond Purchase Agreement dated July 14, 2015, by and among Talent, Talent Wise, Moocon and Mr. Han., previously filed.
|
Exhibit F |
Registration Rights Agreement dated July 17, 2015, by and between the Issuer and Talent, previously filed.
|
Exhibit G |
Exhibit H |
Agreement and Plan of Merger, among Kidedu Holdings Limited, Kidarena Merger Sub and the Issuer, dated as of April 30, 2021, incorporated herein by reference to Exhibit 99.2 to the Report on Form 6-K filed by the Issuer to the Securities
and Exchange Commission on May 3, 2021.
|
Talent Fortune Investment Limited
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Director
|
|
Talent Fortune Holdings Limited
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Director
|
|
KKR China Growth Fund L.P.
|
||
By: KKR Associates China Growth L.P., its General Partner
|
||
By: KKR China Growth Limited, its General Partner
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Director
|
|
KKR Associates China Growth L.P.
|
||
By: KKR China Growth Limited, its General Partner
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Director
|
|
KKR China Growth Limited
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Director
|
|
KKR Group Partnership L.P.
|
||
By: KKR Group Holdings Corp., its General Partner
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Chief Financial Officer
|
KKR Group Holdings Corp.
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Chief Financial Officer
|
|
KKR & Co. Inc.
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Chief Financial Officer
|
|
KKR Management LLP
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Chief Financial Officer
|
|
Henry R. Kravis
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Henry R. Kravis
|
|
George R. Roberts
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for George R. Roberts
|
Name
|
Principal Occupation
|
Henry R. Kravis
|
Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
|
George R. Roberts
|
Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
|
Joseph Y. Bae
|
Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
|
Scott C. Nuttall
|
Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
|
Mary N. Dillon
|
Chief Executive Officer of Ulta Beauty, Inc.
|
Joseph A. Grundfest
|
William A. Franke Professor of Law and Business of Stanford Law School
|
Arturo Gutierrez
|
Chief Executive Officer of Arca Continental, S.A.B. de C.V.
|
John B. Hess
|
Chief Executive Officer of Hess Corporation
|
Dane E. Holmes
|
Chief Executive Officer and Co-Founder of Eskalera Inc.
|
Xavier B. Niel
|
Founder, Deputy Chairman of the Board and Chief Strategy Officer of Iliad SA
|
Patricia F. Russo
|
Retired, Former Chief Executive Officer of Alcatel-Lucent
|
Thomas M. Schoewe
|
Retired, Former Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc.
|
Robert W. Scully
|
Retired, Former Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc.
|
Talent Fortune Investment Limited
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Director
|
|
Talent Fortune Holdings Limited
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Director
|
|
KKR China Growth Fund L.P.
|
||
By: KKR Associates China Growth L.P., its General Partner
|
||
By: KKR China Growth Limited, its General Partner
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Director
|
|
KKR Associates China Growth L.P.
|
||
By: KKR China Growth Limited, its General Partner
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Director
|
KKR China Growth Limited
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Director
|
|
KKR Group Partnership L.P.
|
||
By: KKR Group Holdings Corp., its General Partner
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Chief Financial Officer
|
|
KKR Group Holdings Corp.
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Chief Financial Officer
|
|
KKR & Co. Inc.
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Chief Financial Officer
|
|
KKR Management LLP
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Robert H. Lewin, Chief Financial Officer
|
|
Henry R. Kravis
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for Henry R. Kravis
|
|
George R. Roberts
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name:
|
Terence P. Gallagher
|
|
Title:
|
Attorney-in-Fact for George R. Roberts
|
|
/s/ Henry R. Kravis
|
|
Name: Henry R. Kravis
|
|
/s/ George R. Roberts
|
|
Name: George R. Roberts
|
|
/s/ Robert H. Lewin
|
|
Name: Robert H. Lewin
|
|
|
Date: January 14, 2020
|
|
PARENT:
|
|||
Kidedu Holdings Limited
|
|||
By:
|
/s/ Shaoyun Han | ||
Name:
|
Shaoyun Han | ||
Title:
|
Director |
ROLLOVER SHAREHOLDER:
|
|||
Talent Fortune Investment Limited
|
|||
By:
|
/s/ Robert H. Lewin |
||
Name:
|
Robert H. Lewin | ||
Title:
|
Director |
Name of
Rollover
Shareholder
|
Address of Rollover
Shareholder
|
Rollover Shares
|
Parent Shares
|
||||
Talent Fortune Investment Limited
|
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
With a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Unit 5201, Fortune Financial Center, 5 Dongsanhuan Zhonglu, Chaoyang District, Beijing, 100020, People’s Republic of China Attention: Judie Ng Shortell, Esq
Email: jngshortell@paulweiss.com
|
6,826,263 Class A Ordinary Shares
|
6,826,263 Class A ordinary shares
|
Name of Other
Rollover Shareholder
|
Rollover Shares
|
Parent Shares
|
|||
Learningon Limited
|
(i) 7,206,059 Class B Ordinary Shares, and (ii) 2,193,223 Class A Ordinary Shares represented by 2,193,223 restricted ADSs
|
(i) 7,206,059 Class B ordinary shares, and (ii) 2,193,223 Class A ordinary shares
|
|||
Techedu Limited
|
1,152,183 Class A Ordinary Shares
|
1,152,183 Class A ordinary shares
|
|||
Moocon Education Limited
|
2,000,000 Class A Ordinary Shares
|
2,000,000 Class A ordinary shares
|
|||
Connion Capital Limited
|
3,594,439 Class A Ordinary Shares represented by 3,594,439 restricted ADSs
|
3,594,439 Class A ordinary shares
|
|||
Mr. Han Shaoyun
|
415,000 Class A Ordinary Shares
|
415,000 Class A ordinary shares
|
|||
New Oriental Education & Technology Group Inc.
|
1,000,000 Class A Ordinary Shares
|
1,000,000 Class A ordinary shares
|
|||
Banyan Enterprises Limited
|
720,644 Class A Ordinary Shares
|
720,644 Class A ordinary shares
|
|||
Banyan Enterprises A Limited
|
127,173 Class A Ordinary Shares
|
127,173 Class A ordinary shares
|