Filing Details

Accession Number:
0001140361-24-000838
Form Type:
13D Filing
Publication Date:
2024-01-04 19:00:00
Filed By:
Kkr Group Partnership L.p.
Company:
Tarena International Inc. (NASDAQ:TEDU)
Filing Date:
2024-01-05
SEC Url:
13D Filing
Ownership Summary

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
Talent Fortune Investment Limited 5,263,858 5,263,858 5,263,858 11.3%
Talent Fortune Holdings Limited 5,263,858 5,263,858 5,263,858 11.3%
KKR China Growth Fund 5,263,858 5,263,858 5,263,858 11.3%
KKR Associates China Growth 5,263,858 5,263,858 5,263,858 11.3%
KKR China Growth Limited 5,263,858 5,263,858 5,263,858 11.3%
KKR Group Partnership 5,263,858 5,263,858 5,263,858 11.3%
KKR Group Holdings Corp 5,263,858 5,263,858 5,263,858 11.3%
KKR Group Co. Inc 5,263,858 5,263,858 5,263,858 11.3%
KKR Co. Inc 5,263,858 5,263,858 5,263,858 11.3%
KKR Management LLP 5,263,858 5,263,858 5,263,858 11.3%
Henry R. Kravis 5,263,858 5,263,858 5,263,858 11.3%
George R. Roberts 5,263,858 5,263,858 5,263,858 11.3%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934 (Amendment No. 7)

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)

Christopher Lee, 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)

January 2, 2024
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 240.13d-7(b) for other parties to whom copies are to be sent.
 

Page 1
SCHEDULE 13D
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)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
5,263,858 Shares
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,263,858 Shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,263,858 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.3%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 



1 Based on 46,602,057 Class A Ordinary Shares outstanding as of February 28, 2023, as reported in the Issuer’s Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission on April 28, 2023 (the “Form 20-F”).  If the percentage ownership of the Reporting Person was to be calculated in relation to the Issuer’s outstanding Class A and B Ordinary Shares, such percentage would be 9.8%, based on 53,808,116 Ordinary Shares outstanding as of February 28, 2023, as reported in the Form 20-F.  The voting power of the Issuer’s outstanding Ordinary Shares beneficially owned by the Reporting Person represents 4.4% of the voting power of all Class A and Class B Ordinary Shares, based on 46,602,057 Class A Ordinary Shares and 7,206,059 Class B Ordinary Shares outstanding as of February 28, 2023, as reported in the Form 20-F.

Page 2
SCHEDULE 13D
 
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)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
5,263,858 Shares
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,263,858 Shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,263,858 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.3%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

Page 3
SCHEDULE 13D
 
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)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
5,263,858 Shares
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,263,858 Shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,263,858 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.3%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

Page 4
SCHEDULE 13D

 
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)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
5,263,858 Shares
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,263,858 Shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,263,858 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.3%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

 
Page 5
SCHEDULE 13D

 
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)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
5,263,858 Shares
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,263,858 Shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,263,858 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.3%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

Page 6
SCHEDULE 13D
 
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)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
5,263,858 Shares
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,263,858 Shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,263,858 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.3%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

Page 7
SCHEDULE 13D

 
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)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
5,263,858 Shares
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,263,858 Shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,263,858 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.3%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

Page 8
SCHEDULE 13D

 
CUSIP No.
G8675B 105

1
NAMES OF REPORTING PERSONS
 
 
KKR Group Co. Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
5,263,858 Shares
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,263,858 Shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,263,858 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.3%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

Page 9
SCHEDULE 13D

 
CUSIP No.
G8675B 105

1
NAMES OF REPORTING PERSONS
 
 
KKR & Co. Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
5,263,858 Shares
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,263,858 Shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,263,858 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.3%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
Page 10
SCHEDULE 13D

 
CUSIP No.
G8675B 105

1
NAMES OF REPORTING PERSONS
 
 
KKR Management LLP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
5,263,858 Shares
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,263,858 Shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,263,858 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.3%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

Page 11
SCHEDULE 13D

 
CUSIP No.
G8675B 105

1
NAMES OF REPORTING PERSONS
 
 
Henry R. Kravis
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
5,263,858 Shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
None
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,263,858 Shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,263,858 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.3%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

Page 12
SCHEDULE 13D

 
CUSIP No.
G8675B 105

1
NAMES OF REPORTING PERSONS
 
 
George R. Roberts
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
5,263,858 Shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
None
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,263,858 Shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,263,858 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.3%1
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

Page 13
The following amendment constitutes Amendment No. 7 (the “Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 22, 2015, as amended by (i) Amendment No. 1, which was filed with the SEC on July 23, 2015, (ii) Amendment No. 2, which was filed with the SEC on September 8, 2017, (iii) Amendment No. 3, which was filed with the SEC on October 12, 2017, (iv) Amendment No. 4, which was filed with the SEC on May 3, 2021, (v) Amendment No. 5, which was filed with the SEC on December 1, 2021, and (vi) Amendment No. 6, which was filed with the SEC on December 19, 2023 (collectively, the “Schedule 13D”).
 
Except as specifically amended by this Amendment, the Schedule 13D remains in full force and effect.  Capitalized terms used but not defined in this Amendment have the meanings provided in the Schedule 13D.
 
Item 2.
Identity and Background
 
Item 2 of the Schedule 13D is hereby amended and supplemented to include the following:
 
Mr. Dane Holmes currently serves as an executive officer of KKR & Co. Inc.  Mr. Holmes is a United States citizen and his business address is c/o Kohlberg Kravis Roberts & Co. L.P., 555 California Street, 50th Floor, San Francisco, CA 94104.
 
The directors of KKR & Co. Inc. are listed on the amended and restated Annex A attached hereto, which is incorporated herein by reference.
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 of the Schedule 13D is hereby amended and restated as follows:
 
(a) and (b)
 
The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
 
Talent directly beneficially owns 5,263,858 Class A Ordinary Shares.  The shares that Talent directly beneficially owns represent 11.3% of the Class A Ordinary Shares outstanding.  Talent has sole voting and dispositive power over the Class A Ordinary Shares it directly owns.
 
Each of Talent Holdings (as sole shareholder of Talent), KKR CGF (as controlling shareholder of Talent Holdings), KKR Associates (as the general partner of KKR CGF), KKR China Growth (as the general partner of KKR Associates), KKR Group Partnership (as the sole shareholder of KKR China Growth), KKR Group Holdings (as the general partner of KKR Group Partnership), KKR Group (as the sole shareholder of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR Group), KKR Management (as the Series I preferred stockholder of KKR & Co.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management) may be deemed to beneficially own the securities that are beneficially owned by Talent.
 
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person (other than Talent for its directly held shares) that it is the

Page 14
beneficial owner of any Class A Ordinary Shares for any purpose, and such beneficial ownership is expressly disclaimed.
 
To the best knowledge of the Reporting Persons, none of the other persons named in Item 2 beneficially owns any Class A Ordinary Shares except as described herein.
 
(c)  Except as set forth on in the table below, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in the Class A Ordinary Shares in the past 60 days.  The table below sets forth the transactions effected by the Reporting Persons with respect to the Class A Ordinary Shares during the past sixty days.  All such transactions were sales of Class A Ordinary Shares in the form of ADSs in the open market.  One ADS represents five Class A Ordinary Shares.  The weighted average price per ADS excludes commissions.
 
               
 
Reporting Person
 
Trade Date
 
Number of
ADSs Sold
 
Weighted
Average Price
per ADS
               
 
Talent
 
November 24, 2023
 
2,888
 
US$1.3503
               
 
Talent
 
November 27, 2023
 
17,221
 
US$1.3085
               
 
Talent
 
November 28, 2023
 
28,720
 
US$1.3076
               
 
Talent
 
November 29, 2023
 
5,767
 
US$1.2482
               
 
Talent
 
November 30, 2023
 
3,427
 
US$1.2183
               
 
Talent
 
December 1, 2023
 
2,468
 
US$1.2100
               
 
Talent
 
December 4, 2023
 
1,746
 
US$1.2482
               
 
Talent
 
December 5, 2023
 
1,201
 
US$1.1600
               
 
Talent
 
December 6, 2023
 
18,257
 
US$1.1088
               
 
Talent
 
December 7, 2023
 
26,644
 
US$1.0044
               
 
Talent
 
December 8, 2023
 
35,190
 
US$1.0171
               
 
Talent
 
December 11, 2023
 
16,639
 
US$1.0100
               
 
Talent
 
December 12, 2023
 
3,280
 
US$0.9871
               
 
Talent
 
December 14, 2023
 
7,500
 
US$0.9000
               
 
Talent
 
December 22, 2023
 
17,447
 
US$1.2347
               
 
Talent
 
December 26, 2023
 
43,700
 
US$1.2176

Page 15
               
 
Talent
 
December 27, 2023
 
3,400
 
US$1.1756
               
 
Talent
 
December 28, 2023
 
11,195
 
US$1.1664
               
 
Talent
 
December 29, 2023
 
3,751
 
US$1.0757
               
 
Talent
 
January 2, 2024
 
35,310
 
US$1.0222
               
 
Talent
 
January 3, 2024
 
13,079
 
US$1.0120
               
 
Talent
 
January 4, 2024
 
13,651
 
US$1.0001
 
(d)  To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.
 
(e)  Not applicable.
 
Item 7.
Material to Be Filed as Exhibits
 
Item 7 of the Schedule 13D is hereby amended and restated as follows:
 
Exhibit A
Joint Filing Agreement dated December 19, 2023, by and among the Reporting Persons, previously filed.
   
Exhibit B
Powers of Attorney for Henry R. Kravis and George R. Roberts, previously filed.
   
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
Rollover and Support Agreement dated April 30, 2021, by and between Kidedu Holdings Limited and Talent Fortune Investment Limited, previously filed.
   
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 with the SEC on May 3, 2021.
   
Exhibit J
Termination and Settlement Agreement among Kidedu Holdings Limited, Kidarena Merger Sub, Mr. Shaoyun Han, Kidtech Limited, Ascendent Capital Partners III, L.P.
 
Page 16
 
and the Issuer dated as of November 15, 2021, incorporated herein by reference to Exhibit 99.2 to the Report on Form 6-K filed by the Issuer with the SEC on November 15, 2021.

Page 17
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.

Dated: January 5, 2024
 
   
 
Talent Fortune Investment Limited
   
 
By:
/s/ Christopher Lee
 
 
Name:
Christopher Lee
 
Title:
Assistant Secretary
 
 
Talent Fortune Holdings Limited
   
 
By:
/s/ Christopher Lee
 
 
Name:
Christopher Lee
 
Title:
Assistant Secretary
     
 
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/ Christopher Lee
 
 
Name:
Christopher Lee
 
Title:
Assistant Secretary
     
 
KKR Associates China Growth L.P.
 
By: KKR China Growth Limited, its General Partner
 
 
By:
/s/ Christopher Lee
 
 
Name:
Christopher Lee
 
Title:
Assistant Secretary
     
 
KKR China Growth Limited
   
 
By:
/s/ Christopher Lee
 
 
Name:
Christopher Lee
 
Title:
Assistant Secretary
     

 
KKR Group Partnership L.P.
 
By: KKR Group Holdings Corp., its General Partner
   
 
By:
/s/ Christopher Lee
 
 
Name:
Christopher Lee
 
Title:
Secretary
 
Page 18
 
KKR Group Holdings Corp.
   
 
By: 
/s/ Christopher Lee
 
 
Name:
Christopher Lee
 
Title:
Secretary
     
 
KKR Group Co. Inc.
   
 
By:
/s/ Christopher Lee
 
 
Name:
Christopher Lee
 
Title:
Secretary
     
 
KKR & Co. Inc.
   
 
By:
/s/ Christopher Lee
 
 
Name:
Christopher Lee
 
Title:
Secretary
     
 
KKR Management LLP
   
 
By:
 /s/ Christopher Lee
 
 
Name:
Christopher Lee
 
Title:
Assistant Secretary
     
 
Henry R. Kravis
   
 
By:
/s/ Christopher Lee
 
 
Name:
Christopher Lee
 
Title:
Attorney-in-fact
     
 
George R. Roberts
   
 
By:
/s/ Christopher Lee
 
 
Name:
Christopher Lee
 
Title:
Attorney-in-fact
 
Page 19
ANNEX A
 
DIRECTORS OF KKR & CO. INC.
 
The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc., whose address (unless otherwise specified in the Schedule 13D) is c/o KKR & Co. Inc., 30 Hudson Yards, New York, New York, 10001.  Each of such persons is a citizen of the United States other than Arturo Gutiérrez Hernández, who is a citizen of Mexico, Xavier B. Niel, who is a citizen of France, Evan T. Spiegel, who is a citizen of the United States and France, and Matthew R. Cohler, who is a citizen of the United States and Malta.
 
       
 
Name
 
Principal Occupation
 
Henry R. Kravis
 
Co-Executive Chairman of KKR & Co. Inc.
       
 
George R. Roberts
 
Co-Executive Chairman of KKR & Co. Inc.
       
 
Joseph Y. Bae
 
Co-Chief Executive Officer of KKR & Co. Inc.
       
 
Scott C. Nuttall
 
Co-Chief Executive Officer of KKR & Co. Inc.
       
 
Adriane M. Brown
 
Managing Partner of Flying Fish Partners
       
 
Matthew R. Cohler
 
Former General Partner of Benchmark
       
 
Mary N. Dillon
 
President and Chief Executive Officer of Foot Locker, Inc.
       
 
Arturo Gutiérrez Hernández
 
Chief Executive Officer of Arca Continental, S.A.B. de C.V.
       
 
Xavier B. Niel
 
Founder and Chairman of the Board of Iliad SA
       
 
Kimberly A. Ross
 
Former Senior Vice President and Chief Financial Officer of Baker Hughes Company
       
 
Patricia F. Russo
 
Former Chief Executive Officer of Alcatel-Lucent
       
 
Robert W. Scully
 
Former Member of the Office of the Chairman of Morgan Stanley
       
 
Evan T. Spiegel
 
Co-Founder and Chief Executive Officer of Snap Inc.