fv1za
As filed with the Securities and
Exchange Commission on March 18, 2010
Registration
No. 333-165247
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
AMENDMENT NO. 3
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
China Lodging Group,
Limited
(Exact Name of Registrant as
Specified in Its Charter)
Not Applicable
(Translation of registrants
name into English)
|
|
|
|
|
Cayman Islands
|
|
7011
|
|
Not Applicable
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification Number)
|
5th Floor, Block 57,
No. 461 Hongcao Road
Xuhui District
Shanghai 200233
Peoples Republic of
China
(86) 21 5153-9477
(Address, including zip code and
telephone number, including area code, of registrants
principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th
Floor
New York, New York
10011
(212) 604-1666
(Name, address, including zip code
and telephone number, including area code, of agent for service)
Copies to:
|
|
|
Howard Zhang, Esq.
Davis Polk & Wardwell LLP
26/F, Twin Towers (West)
B12 Jian Guo Men Wai Avenue, Chaoyang District
Beijing 100022, China
(86) 10-8567-5000
|
|
Chris K.H. Lin, Esq.
Simpson Thacher & Bartlett LLP
35/F, ICBC Tower
3 Garden Road
Central, Hong Kong
(852) 2514-7600
|
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of this
Registration Statement.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following box.
o
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.
o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
o
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the
registration statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to such
Section 8(a), may determine.
Explanatory Note
The sole purpose of this amendment is to amend the exhibit index and to file Exhibit 1.1 to
the registration statement. No other changes have been made to the registration statement.
Accordingly, this amendment consists only of the facing page, this explanatory note and Part II of
the registration statement.
1
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
|
ITEM 6
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
|
Cayman Islands law does not limit the extent to which a
companys articles of association may provide for
indemnification of officers and directors, except to the extent
any such provision may be held by the Cayman Islands courts to
be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime.
Our amended and restated memorandum and articles of association,
which will become effective upon the closing of this offering,
will provide for indemnification of officers and directors for
losses, damages, costs and expenses incurred in their capacities
as such, except through their own dishonesty or fraud.
Under the form of indemnification agreements filed as
Exhibit 10.4 to this registration statement, we will agree
to indemnify our directors and executive officers against
certain liabilities and expenses incurred by such persons in
connection with claims made by reason of their being such a
director or executive officer.
The form of underwriting agreement is filed as Exhibit 1.1
to this registration statement will also provide for
indemnification of us and our officers and directors.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or
persons controlling us under the foregoing provisions, we have
been informed that in the opinion of the Securities and Exchange
Commission, or the SEC, such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable.
|
|
ITEM 7
|
RECENT
SALES OF UNREGISTERED SECURITIES
|
During the past three years, we have issued and sold the
securities listed below without registering the securities under
the Securities Act.
We believe that our issuances of our (i) ordinary shares,
(ii) Series A preferred shares,
(iii) Series B preferred shares, (iv) warrants to
purchase our Series B preferred shares and
(v) warrants to purchase our ordinary shares were exempt
from registration under the Securities Act in reliance on
Regulation S under the Securities Act or under
Section 4(2) of the Securities Act regarding transactions
not involving a public offering.
Based on our Amended and Restated 2007 Global Share Plan,
Amended and Restated 2008 Global Share Plan and Amended and
Restated 2009 Share Incentive Plan, we granted options to
purchase our ordinary shares to certain of our former or current
directors, executive officers, consultants and employees from
time to time, during the period between February 2007 and
February 2010. In March 2010, certain of our officers and
employees respectively exercised their options to purchase
7,708,665 ordinary shares in total. After such exercise of
options and as of the date of this prospectus, the aggregate
number of our ordinary shares underlying our outstanding options
is 10,430,403. See Management Share Incentive
Plans.
We believe that our issuances of options to purchase our
ordinary shares were exempt from registration under the
Securities Act in reliance on Rule 701, which allows an
issuer that is not at the time of grant subject to the reporting
requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 and is not an investment company to make
option grants pursuant to a written share incentive plan.
II-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting
|
|
|
Date of Sale or
|
|
Number of
|
|
Consideration in
|
|
Discount and
|
Purchaser
|
|
Issuance
|
|
Securities
|
|
U.S. dollars
|
|
Commission
|
|
Series A Preferred Shares
|
|
|
|
|
|
|
|
|
|
|
Powerhill Holdings Limited
|
|
February 4, 2007
|
|
40,000,000, of
which 20,000,000
held on behalf of
Qi Ji and
20,000,000 held on
behalf of Tongtong
Zhao
|
|
US$20,000,000 ((i)
in the form of 100%
of registered
capital of HanTing
Xingkong
(Shanghai)
Hotel Management
Co., Ltd. and
Shanghai HanTing Hotel
Management Group, Ltd.,
representing 100%
shares of such
companies, and (ii)
payment of
US$200,000 in cash
to us)
|
|
|
-
|
|
John Jiong Wu
|
|
February 4, 2007
|
|
4,000,000
|
|
US$2,000,000 (in
the form of 100%
registered capital
of Yiju (Shanghai)
Hotel Management
Co., Ltd.
|
|
|
-
|
|
Series B Preferred
Shares(1)
|
|
|
|
|
|
|
|
|
|
|
Chengwei Partners, L.P.
|
|
June 20, 2007
|
|
466,480
|
|
US$594,999.90
|
|
|
-
|
|
Chengwei Ventures Evergreen Fund, L.P.
|
|
June 20, 2007
|
|
11,446,755
|
|
US$14,600,450.47
|
|
|
-
|
|
Chengwei Ventures Evergreen Advisors Fund, LLC
|
|
June 20, 2007
|
|
1,414,768
|
|
US$1,804,550.73
|
|
|
-
|
|
CDH Courtyard Limited
|
|
June 20, 2007
|
|
13,328,003
|
|
US$17,000,001.11
|
|
|
-
|
|
Pinpoint Capital 2006 A Limited
|
|
June 20, 2007
|
|
1,568,001
|
|
US$2,000,000.96
|
|
|
-
|
|
Northern Light Venture Fund, L.P.
|
|
June 20, 2007
|
|
1,179,450
|
|
US$1,504,400.27
|
|
|
-
|
|
Northern Light Partners Fund, L.P.
|
|
June 20, 2007
|
|
129,517
|
|
US$165,200.23
|
|
|
-
|
|
Northern Light Strategic Fund, L.P.
|
|
June 20, 2007
|
|
259,034
|
|
US$330,400.46
|
|
|
-
|
|
IDG-Accel China Growth Fund L.P.
|
|
June 20,2007
|
|
4,687,033
|
|
US$5,428,408.85
(including
US$2,312,100.43 in
cash and
US$3,116,308.42 in
cancellation of an
outstanding
convertible
promissory note)
|
|
|
-
|
|
IDG-Accel China Growth Fund-A L.P.
|
|
June 20, 2007
|
|
957,840
|
|
US$1,109,347.18
(including
US$472,499.41 in
cash and
US$636,847.77 in
cancellation of an
outstanding
convertible
promissory note)
|
|
|
-
|
|
IDG-Accel China Investors L.P.
|
|
June 20, 2007
|
|
436,654
|
|
US$505,722.19
(including
US$215,400.48 in
cash and
US$290,321.71 in
cancellation of an
outstanding
convertible
promissory note)
|
|
|
-
|
|
Winner Crown Holdings Limited
|
|
December 21, 2007
|
|
4,704,001
|
|
US$6,000,000
|
|
|
|
|
II-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting
|
|
|
Date of Sale or
|
|
Number of
|
|
Consideration in
|
|
Discount and
|
Purchaser
|
|
Issuance
|
|
Securities
|
|
U.S. dollars
|
|
Commission
|
|
CDH Courtyard Limited
|
|
December 21, 2007
|
|
1,440,865
|
|
US$1,837,837.72
|
|
|
-
|
|
Pinpoint Capital 2006 A Limited
|
|
December 21, 2007
|
|
571,133
|
|
US$874,183.02
|
|
|
-
|
|
Northern Light Venture Fund, L.P.
|
|
December 21, 2007
|
|
429,606
|
|
US$657,560.10
|
|
|
-
|
|
Northern Light Partners Fund, L.P.
|
|
December 21, 2007
|
|
47,176
|
|
US$72,208.15
|
|
|
-
|
|
Northern Light Strategic Fund, L.P.
|
|
December 21, 2007
|
|
94,351
|
|
US$144,414.77
|
|
|
-
|
|
Chengwei Partners, L.P.
|
|
December 30, 2007
|
|
50,430
|
|
US$64,323.97
|
|
|
|
|
Chengwei Ventures Evergreen Fund, L.P.
|
|
December 30, 2007
|
|
1,237,487
|
|
US$1,578,427.04
|
|
|
-
|
|
Chengwei Ventures Evergreen Advisors Fund, LLC
|
|
December 30, 2007
|
|
152,948
|
|
US$195,086.70
|
|
|
-
|
|
IDG-Accel China Growth Fund L.P.
|
|
December 30, 2007
|
|
195,966
|
|
US$249,956.59
|
|
|
-
|
|
IDG-Accel China Growth Fund-A L.P.
|
|
December 30, 2007
|
|
40,048
|
|
US$51,081.62
|
|
|
-
|
|
IDG-Accel China Investors L.P.
|
|
December 30, 2007
|
|
18,257
|
|
US$23,286.99
|
|
|
-
|
|
Winner Crown Holdings Limited
|
|
February 5, 2008
|
|
7,513,335
|
|
US$11,500,000
|
|
|
-
|
|
Tongtong Zhao
|
|
February 5, 2008
|
|
3,266,667
|
|
US$5,000,000
|
|
|
-
|
|
Jiong (John) Wu
|
|
February 5, 2008
|
|
980,000
|
|
US$1,500,000
|
|
|
-
|
|
Winner Crown Holdings Limited
|
|
March 15, 2008
|
|
11,760,002
|
|
US$18,000,000
|
|
|
-
|
|
Powerhill Holdings Limited
|
|
May 31, 2008
|
|
1,306,667
|
|
US$2,000,000 (all
in the form of
assignment of loan
to us)
|
|
|
-
|
|
Winner Crown Holdings Limited
|
|
May 31, 2008
|
|
1,306,667
|
|
US$2,000,000
|
|
|
-
|
|
Northern Light Venture Fund, L.P.
|
|
July, 4 2008
|
|
3,160,213
|
|
US$4,837,059.97
|
|
|
-
|
|
Northern Light Partners Fund, L.P.
|
|
July 4, 2008
|
|
347,027
|
|
US$531,163.46
|
|
|
-
|
|
Northern Light Strategic Fund, L.P.
|
|
July 4, 2008
|
|
694,054
|
|
US$1,062,326.92
|
|
|
-
|
|
IDG-Accel China Growth Fund L.P.
|
|
July 4, 2008
|
|
1,707,217
|
|
US$2,613,086.83
|
|
|
-
|
|
IDG-Accel China Growth Fund-A L.P.
|
|
July 4, 2008
|
|
348,886
|
|
US$534,009.10
|
|
|
-
|
|
IDG-Accel China Investors L.P.
|
|
July 4, 2008
|
|
159,048
|
|
US$243,440.78
|
|
|
-
|
|
Jiong (John) Wu
|
|
July 4, 2008
|
|
653,333
|
|
US$1,000,000
|
|
|
-
|
|
Ordinary
Shares(2)
|
|
|
|
|
|
|
|
|
|
|
Offshore Incorporations (Cayman) Limited
|
|
January 4, 2007
|
|
1
|
|
US$0.0001
|
|
|
-
|
|
Jiong (John) Wu
|
|
February 4, 2007
|
|
3,999,999
|
|
US$400
|
|
|
-
|
|
Winner Crown Holdings Limited
|
|
February 4, 2007
|
|
25,000,000
|
|
US$2,500
|
|
|
-
|
|
Tongtong Zhao
|
|
February 4, 2007
|
|
15,000,000
|
|
US$1,500
|
|
|
-
|
|
Winner Crown Holdings Limited
|
|
June 20, 2007
|
|
7,840,001
|
|
US$9,999,996.68
|
|
|
-
|
|
Yongbin Cai, Yangqing Shi, Wenying Yang and Hui Zhu
|
|
August 14, 2007
|
|
1,550,533
|
|
US$1,977,718.06
|
|
|
|
|
Jihua Ma, Shengli Wang and Rongying Xue
|
|
December 21, 2007
|
|
680,601
|
|
US$1,129,864.07
|
|
|
|
|
Hui Wan
|
|
May 22, 2009
|
|
811,539
|
|
US$1,464,236
|
|
|
-
|
|
Crown Horse Limited
|
|
May 22, 2009
|
|
807,418
|
|
US$1,456,800
|
|
|
-
|
|
Qinghua Cai
|
|
May 22, 2009
|
|
554,241
|
|
US$1,000,000
|
|
|
-
|
|
Heiho Tong
|
|
May 22, 2009
|
|
405,770
|
|
US$732,118
|
|
|
-
|
|
Ge Feng
|
|
May 22, 2009
|
|
358,435
|
|
US$646,713
|
|
|
-
|
|
Jun Zhu
|
|
May 22, 2009
|
|
243,462
|
|
US$439,271
|
|
|
-
|
|
Jacob International Limited
|
|
May 22, 2009
|
|
113,616
|
|
US$204,993
|
|
|
-
|
|
Global Crystal Consultants Limited
|
|
May 22, 2009
|
|
81,154
|
|
US$146,424
|
|
|
-
|
|
Richtime Dev. Limited
|
|
August 6, 2009
|
|
735,000
|
|
US$551,250
|
|
|
|
|
Winner Crown Holdings Limited
|
|
August 6, 2009
|
|
1,982,509
|
|
US$3,576,981
|
|
|
-
|
|
Bo Li
|
|
August 6, 2009
|
|
482,866
|
|
US$871,220
|
|
|
-
|
|
Huiqiu Cheng
|
|
August 6, 2009
|
|
162,308
|
|
US$292,847
|
|
|
-
|
|
Jacob International Limited
|
|
August 6, 2009
|
|
138,560
|
|
US$250,000
|
|
|
-
|
|
Everlasting Investment Management Co., Ltd
|
|
February 8, 2010
|
|
1,500,000
|
|
US$2,310,000
|
|
|
-
|
|
II-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting
|
|
|
Date of Sale or
|
|
Number of
|
|
Consideration in
|
|
Discount and
|
Purchaser
|
|
Issuance
|
|
Securities
|
|
U.S. dollars
|
|
Commission
|
|
Tongren Investment Holdings Limited
|
|
February 8, 2010
|
|
200,000
|
|
US$308,000
|
|
|
-
|
|
Certain officers
|
|
March 8, 2010
|
|
3,276,875
|
|
US$3,264,625
|
|
|
-
|
|
Certain employees
|
|
March 8, 2010
|
|
4,431,790
|
|
US$2,756,740
|
|
|
-
|
|
|
|
(1) |
Include Series B preferred shares issued as a result of the
exercise of warrants.
|
|
|
(2) |
Include ordinary shares issued as a result of the exercise of
warrants and options.
|
In June 2007, we issued the following warrants to purchasers of
our Series B preferred shares and Winner Crown for the
purchase of additional Series B preferred shares. The
warrants were issued in connection with the sale of our
Series B preferred shares in June 2007 and we did not
receive any separate consideration for the warrants. The number
of Series B preferred shares covered by each warrant, the
per share exercise price and current status of each warrant are
listed below.
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Series B
|
|
|
|
|
|
|
|
|
Preferred Shares
|
|
Per Share Exercise
|
|
|
Warrant No.
|
|
Purchaser
|
|
Covered
|
|
Price
|
|
Current Status
|
|
No. 1
|
|
Chengwei Partners, L.P.
|
|
169,912
|
|
US$1.530612
|
|
Exercised in full
|
No. 2
|
|
Chengwei Ventures Evergreen Fund, L.P.
|
|
4,169,396
|
|
US$1.530612
|
|
Exercised in full
|
No. 3
|
|
Chengwei Ventures Evergreen Advisors Fund, LLC
|
|
515,319
|
|
US$1.530612
|
|
Exercised in full
|
No. 4
|
|
CDH Courtyard Limited
|
|
4,854,626
|
|
US$1.530612
|
|
Expired. Not exercised.
|
No. 5
|
|
Pinpoint Capital 2006 A Limited
|
|
571,133
|
|
US$1.530612
|
|
Exercised in full
|
No. 6
|
|
Northern Light Venture Fund, L.P.
|
|
429,606
|
|
US$1.530612
|
|
Exercised in full
|
No. 7
|
|
Northern Light Partners Fund, L.P.
|
|
47,176
|
|
US$1.530612
|
|
Exercised in full
|
No. 8
|
|
Northern Light Strategic Fund, L.P.
|
|
94,351
|
|
US$1.530612
|
|
Exercised in full
|
No. 9
|
|
IDG-Accel China Growth Fund L.P.
|
|
1,707,217
|
|
US$1.530612
|
|
Exercised in full
|
No. 10
|
|
IDG-Accel China Growth Fund-A L.P.
|
|
348,886
|
|
US$1.530612
|
|
Exercised in full
|
No. 11
|
|
IDG-Accel China Investors L.P.
|
|
159,048
|
|
US$1.530612
|
|
Exercised in full
|
No. 12
|
|
Chengwei Partners, L.P.
|
|
50,430
|
|
US$1.27551
|
|
Exercised in full
|
No. 13
|
|
Chengwei Ventures Evergreen Fund, L.P.
|
|
1,237,487
|
|
US$1.27551
|
|
Exercised in full
|
No. 14
|
|
Chengwei Ventures Evergreen Advisors Fund, LLC
|
|
152,948
|
|
US$1.27551
|
|
Exercised in full
|
No. 15
|
|
CDH Courtyard Limited
|
|
1,440,865
|
|
US$1.27551
|
|
Exercised in full
|
No. 16
|
|
IDG-Accel China Growth Fund L.P.
|
|
195,966
|
|
US$1.27551
|
|
Exercised in full
|
No. 17
|
|
IDG-Accel China Growth Fund-A L.P.
|
|
40,048
|
|
US$1.27551
|
|
Exercised in full
|
No. 18
|
|
IDG-Accel China Investors L.P.
|
|
18,257
|
|
US$1.27551
|
|
Exercised in full
|
No. 19
|
|
Winner Crown Holdings Limited
|
|
4,704,001
|
|
US$1.27551
|
|
Exercised in full
|
In March 2007, we issued the following convertible promissory
notes, all of which were converted into our Series B
preferred shares in June 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting
|
|
|
|
|
|
|
Discount and
|
Purchaser
|
|
Principal Amount
|
|
Consideration
|
|
Commission
|
|
IDG-Accel China
Growth Fund L.P.
|
|
US$3,082,800
|
|
US$3,082,800
|
|
|
-
|
|
IDG-Accel China
Growth Fund-A L.P.
|
|
US$630,000
|
|
US$630,000
|
|
|
-
|
|
IDG-Accel China
Investors L.P.
|
|
US$287,200
|
|
US$287,200
|
|
|
-
|
|
II-4
In January 2010, we issued the following warrants. The number of
ordinary shares covered by each warrant, the per share exercise
price and current status of each warrant are listed below.
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Ordinary
|
|
Per Share
|
|
|
Warrant No.
|
|
Purchaser
|
|
Shares Covered
|
|
Exercise Price
|
|
Current Status
|
No. 1
|
|
Everlasting Investment Management Co., Ltd.
|
|
1,500,000
|
|
US$1.54
|
|
Exercised in full
|
No. 2
|
|
Tongren Investment Holdings Limited
|
|
200,000
|
|
US$1.54
|
|
Exercised in full
|
|
|
ITEM 8
|
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
|
See Exhibit Index beginning on
page II-8
of this registration statement.
|
|
(b) |
Financial Statement Schedules
|
Schedules have been omitted because the information required to
be set forth therein is not applicable or is shown in our
consolidated financial statements or the notes thereto.
The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting
agreements, certificates in such denominations and registered in
such names as required by the underwriter to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant under the provisions
described in Item 6, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under
the Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant under Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability
under the Securities Act, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form F-1
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in
Shanghai, Peoples Republic of China, on March 18,
2010.
China Lodging Group, Limited
By:
/s/ Tuo
(Matthew) Zhang
Name: Tuo (Matthew) Zhang
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on March 18, 2010.
|
|
|
Signature
|
|
Title
|
|
|
|
|
*
Name:
Qi Ji
|
|
Executive Chairman of the Board of Directors
|
|
|
|
/s/ Tuo
(Matthew) Zhang
Name:
Tuo (Matthew) Zhang
|
|
Chief Executive Officer
(principal executive officer)
|
|
|
|
/s/ Min
(Jenny) Zhang
Name:
Min (Jenny) Zhang
|
|
Chief Financial Officer
(principal financial and accounting officer)
|
|
|
|
*
Name:
John Jiong Wu
|
|
Director
|
|
|
|
*
Name:
Tongtong Zhao
|
|
Director
|
|
|
|
*
Name:
Ping Ping
|
|
Independent Director
|
|
|
|
*
Name:
Yan Huang
|
|
Independent Director
|
|
|
|
*By: /s/ Tuo
(Matthew) Zhang
Name:
Tuo (Matthew) Zhang
Attorney-in-fact
|
|
|
II-6
SIGNATURE
OF AUTHORIZED U.S. REPRESENTATIVE
Under the Securities Act, the undersigned, the duly authorized
representative in the United States of China Lodging Group,
Limited, has signed this registration statement or amendment
thereto in Newark, Delaware, on March 18, 2010.
Authorized U.S. Representative
By:
/s/ Donald
J. Puglisi
|
|
|
|
Name:
|
Donald J. Puglisi
|
|
Title:
|
Managing Director
|
II-7
China
Lodging Group, Limited
EXHIBIT INDEX
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
1
|
.1
|
|
Form of Underwriting Agreement
|
|
3
|
.1
|
|
Amended and Restated Memorandum and Articles of Association of
the Registrant, as currently in effect
|
|
3
|
.2
|
|
Amended and Restated Memorandum and Articles of Association of
the Registrant, to become effective upon the completion of this
offering
|
|
4
|
.1
|
|
Form of the Registrants American Depositary Receipt
(included in Exhibit 4.3)
|
|
4
|
.2
|
|
Specimen Certificate for Ordinary Shares of the Registrant
|
|
4
|
.3
|
|
Form of Deposit Agreement among the Registrant, the Depositary
and all Holders and Beneficial Owners of the American Depositary
Shares issued thereunder
|
|
4
|
.4
|
|
Ordinary Share and Series A Preferred Share Purchase
Agreement, dated February 4, 2007
|
|
4
|
.5
|
|
Supplemental Agreement of Ordinary Share and Series A
Preferred Share Purchase Agreement, dated April 18, 2007
|
|
4
|
.6
|
|
Series A Preferred Shareholders Agreement, dated
February 4, 2007
|
|
4
|
.7
|
|
Series B Preferred Share Purchase Agreement, dated
June 20, 2007
|
|
4
|
.8
|
|
Amended and Restated Shareholders Agreement, dated June 20,
2007
|
|
4
|
.9
|
|
Form of Certificate of Warrant to Purchase Series B
Preferred Stock
|
|
4
|
.10
|
|
Form of Series B Convertible Preferred Shares Subscription
Agreement and its amendment
|
|
4
|
.11
|
|
Warrant for the Purchase of Shares of Common Stock of the
Registrant, dated January 8, 2010
|
|
4
|
.12
|
|
Warrant for the Purchase of Shares of Common Stock of the
Registrant, dated January 15, 2010
|
|
5
|
.1
|
|
Opinion of Conyers Dill & Pearman regarding the
validity of the ordinary shares being registered
|
|
8
|
.1
|
|
Opinion of Conyers Dill & Pearman regarding certain
Cayman Islands tax matters
|
|
8
|
.2
|
|
Opinion of Davis Polk & Wardwell LLP regarding certain
U.S. tax matters
|
|
10
|
.1
|
|
Amended and Restated 2007 Global Share Plan, amended and
restated as of December 12, 2007
|
|
10
|
.2
|
|
Amended and Restated 2008 Global Share Plan, amended and
restated as of October 31, 2008
|
|
10
|
.3
|
|
Amended and Restated 2009 Share Incentive Plan, amended and
restated as of October 1, 2009
|
|
10
|
.4
|
|
Form of Indemnification Agreement with the Registrants
Directors
|
|
10
|
.5
|
|
Form of Employment Agreement between the Registrant and
Executive Officers of the Registrant
|
|
10
|
.6
|
|
Facility Agreement between China Merchants Bank and HanTing
Xingkong (Shanghai) Hotel Management Co., Ltd., dated
June 19, 2009
|
|
10
|
.7
|
|
Fixed Assets Loan Agreement between the Industrial and
Commercial Bank of China and Shanghai HanTing Hotel Management
Group, Ltd. (formerly known as Lishan Senbao (Shanghai)
Investment Management Co., Ltd.), dated September 22, 2008
|
|
10
|
.8
|
|
Fixed Assets Loan Contract between the Industrial and Commercial
Bank of China and HanTing Xingkong (Shanghai) Hotel Management
Co., Ltd., dated January 4, 2010
|
|
10
|
.9
|
|
Subscription Agreement between the Registrant and Ctrip.com
International, Ltd., dated March 12, 2010
|
|
10
|
.10
|
|
Investor and Registration Rights Agreement between the
Registrant and Ctrip.com International, Ltd., dated
March 12, 2010
|
|
16
|
.1
|
|
Letter from Ernst & Young Hua Ming regarding change in
certifying accountant
|
|
21
|
.1
|
|
Subsidiaries of the Registrant
|
|
23
|
.1
|
|
Consent of Deloitte Touche Tohmatsu CPA Ltd.
|
|
23
|
.2
|
|
Consent of Conyers Dill & Pearman (included in
Exhibits 5.1 and 8.1)
|
|
23
|
.3
|
|
Consent of Davis Polk & Wardwell LLP (included in
Exhibit 8.2)
|
|
23
|
.4
|
|
Consent of Jun He Law Offices
|
|
23
|
.5
|
|
Consent of Shanghai Inntie Hotel Management Consulting Co., Ltd.
|
|
23
|
.6
|
|
Consent of Euromonitor International
|
|
23
|
.7
|
|
Consent of Smith Travel Research
|
|
23
|
.8
|
|
Consent of iResearch Consulting Group
|
|
23
|
.9
|
|
Consent of Min Fan
|
|
24
|
.1
|
|
Powers of Attorney (included on the signature page in
Part II of this registration statement)
|
|
99
|
.1
|
|
Code of Business Conduct and Ethics of the Registrant
|
Previously filed.
II-8
exv1w1
Exhibit 1.1
CHINA LODGING GROUP, LIMITED
9,000,000 American Depositary Shares
Representing
36,000,000 Ordinary Shares
(par value US$0.0001 per share)
Form of Underwriting Agreement
, 2010
Goldman Sachs (Asia) L.L.C.
68th Floor, Cheung Kong Center
2 Queens Road Central
Hong Kong
Morgan Stanley & Co. International plc
25 Cabot Square, Canary Wharf
London E14 4QA
United Kingdom
As Representatives of the several Underwriters
named in Schedule I attached hereto.
Ladies and Gentlemen:
China Lodging Group, Limited, an exempted company incorporated in the Cayman Islands (the
Company), proposes, subject to the terms and conditions stated herein, to issue and sell to the
Underwriters named in Schedule I hereto (the Underwriters) an aggregate of 9,000,000 American
Depositary Shares representing 36,000,000 ordinary shares, par value US$0.0001 per share (the
Ordinary Shares), of the Company and, at the election of the Underwriters, up to 1,350,000
additional American Depositary Shares representing 5,400,000 Ordinary Shares. The aggregate of
9,000,000 American Depositary Shares representing 36,000,000 Ordinary Shares to be sold by the
Company is herein called the Firm ADSs, and the aggregate of 1,350,000 American Depositary Shares
representing 5,400,000 additional Ordinary Shares that may be sold by the Company at the election
of the Underwriters is herein called the Optional ADSs. The Firm ADSs and the Optional ADSs that
the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the ADSs.
The
Ordinary Shares represented by the Firm ADSs are hereinafter called the Firm Shares and the
Ordinary Shares represented by the Optional ADSs are hereinafter called the Optional Shares, and
the Firm Shares and the Optional Shares are herein collectively called the Shares.
The ADSs are to be issued pursuant to a deposit agreement (the Deposit Agreement), dated as
of [ ], among the Company, Citibank, N.A., as depositary (the Depositary), and holders from time
to time of the American Depositary Receipts (the ADRs) issued by the Depositary and evidencing
the ADSs. The ADSs will represent the right to receive the Ordinary Shares deposited pursuant to
the Deposit Agreement.
The Company hereby acknowledges that, in connection with the proposed offering of the Shares
and ADSs, it has requested the Morgan Stanley & Co. International plc (Morgan Stanley) to
administer a directed share program (the Directed Share Program) under which up to 585,000 Firm
ADSs, or 6.5% of the Firm ADSs to be purchased by the Underwriters (the Reserved ADSs), shall be
reserved for sale by Morgan Stanley and its affiliates at the initial public offering price to the
Companys officers, directors, employees and consultants and other persons having a relationship
with the Company as designated by the Company (the Directed Share Participants) as part of the
distribution of the ADSs by the Underwriters, subject to the terms of this Agreement, the
applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority
(the FINRA) and all other applicable laws, rules and regulations. The number of ADSs available
for sale to the general public will be reduced to the extent that Directed Share Participants
purchase Reserved ADSs. Morgan Stanley and its affiliates may offer any Reserved ADSs not purchased
by Directed Share Participants to the general public on the same basis as the other ADSs being
issued and sold hereunder. The Company has supplied Morgan Stanley with the names, addresses and
telephone numbers of the individuals or other entities which the Company has designated to be
participants in the Directed Share Program. It is understood that any number of those so designated
to participate in the Directed Share Program may decline to do so.
It is understood by all parties that the Underwriters are offering ADSs in the United States
and internationally outside of the Peoples Republic of China (the PRC), which, for purposes of
this Agreement only, excludes Taiwan, The Hong Kong Special Administrative Region (the Hong Kong
S.A.R.) and The Macau Special Administrative Region.
1. (a) The Company and, each of Qi Ji and Winner Crown Holdings Limited (the Controlling
Shareholders), each jointly and severally represents and warrants to, and agrees with, each of the
Underwriters that:
(i) A registration statement on Form F-1 (File No. 333-165247) (the Initial Registration
Statement) in respect of the Shares has been filed with the
2
U.S. Securities and Exchange Commission (the Commission); the Initial Registration Statement
and any post-effective amendment thereto, each in the form heretofore delivered to the
Representatives, and, excluding exhibits thereto, to the Representatives for each of the other
Underwriters, have been declared effective by the Commission in such form; other than a
registration statement, if any, increasing the size of the offering (a Rule 462(b) Registration
Statement), filed pursuant to Rule 462(b) under the U.S. Securities Act of 1933, as amended (the
Act), which became or will become effective upon filing, no other document with respect to the
Initial Registration Statement has heretofore been filed with the Commission; and no stop order
suspending the effectiveness of the Initial Registration Statement, any post-effective amendment
thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for
that purpose has been initiated or, to the Companys knowledge after due inquiry, threatened by the
Commission (any preliminary prospectus included in the Initial Registration Statement or filed with
the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act
is hereinafter called a Preliminary Prospectus; the various parts of the Initial Registration
Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and
including the information contained in the form of final prospectus filed with the Commission
pursuant to Rule 424(b) under the Act in accordance with Section 4(a) hereof and deemed by virtue
of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was
declared effective, each as amended at the time such part of the Initial Registration Statement
became effective or such part of the Rule 462(b) Registration Statement, if any, became or
hereafter becomes effective, are hereinafter collectively called the Registration Statement; the
Preliminary Prospectus relating to the Shares and ADSs that was included in the Registration
Statement immediately prior to the Applicable Time (as defined in Section 1(a)(iii) hereof) is
hereinafter called the Pricing Prospectus; such final prospectus, in the form first filed
pursuant to Rule 424(b) under the Act, is hereinafter called the Prospectus; any issuer free
writing prospectus as defined in Rule 433 under the Act relating to the Shares and ADSs is
hereinafter called an Issuer Free Writing Prospectus; and any bona fide electronic roadshow as
defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction
to any person is hereinafter called a broadly available roadshow);
(ii) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer
Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the
time of filing thereof, and each broadly available roadshow, if any, when considered together with
the Pricing Prospectus, conformed in all material respects to the requirements of the Act and the
rules and regulations of the Commission thereunder, and did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in the
3
light of the circumstances under which they were made, not misleading; provided, however, that
this representation and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by an Underwriter
through the Representatives expressly for use therein;
(iii) For the purposes of this Agreement, the Applicable Time is [insert time immediately
following pricing] (New York time) on the date of this Agreement. The Pricing Prospectus, as
supplemented by the pricing information set forth in Schedule II(a) attached hereto, taken
together, as of the Applicable Time, did not include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and each Issuer Free Writing
Prospectus listed in Schedule II(a) attached hereto does not conflict with the information
contained in the Registration Statement, the Pricing Prospectus or the Prospectus; and each such
Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus
as of the Applicable Time, did not include any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, however, that this representation and
warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in
reliance upon and in conformity with information furnished in writing to the Company by an
Underwriter through the Representatives expressly for use therein.
(iv) The Registration Statement conforms, and any further amendments or supplements to the
Registration Statement or the Prospectus will conform, in all material respects to the requirements
of the Act and the rules and regulations of the Commission thereunder and do not and will not, as
of the applicable effective date as to each part of the Registration Statement and any amendment
thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement
thereto, contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; provided, however,
that this representation and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing to the Company by an
Underwriter through the Representatives expressly for use therein;
(v) A registration statement on Form F-6 (File No. 333-165402) in respect of the ADSs has been
filed with the Commission; such registration statement in the form heretofore delivered to the
Representatives and, excluding exhibits, to the Representatives for each of the other Underwriters,
has been declared effective by the Commission in such form; no other document with respect to such
registration statement has heretofore been filed with the Commission; no stop order suspending the
effectiveness of such registration statement has been issued and no proceeding for that purpose has
been initiated or, to the Companys
4
knowledge after due inquiry, threatened by the Commission (the various parts of such
registration statement, including all exhibits thereto, each as amended at the time such part of
the registration statement became effective, being hereinafter called the ADS Registration
Statement); and the ADS Registration Statement when it became effective conformed, and any further
amendments thereto will conform, in all material respects to the requirements of the Act and the
rules and regulations of the Commission thereunder, and did not, as of the applicable effective
date, contain an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
(vi) A registration statement on Form 8-A (File No. 001-34656) in respect of the registration
of the Shares and ADSs under the U.S. Securities Exchange Act of 1934, as amended (the Exchange
Act), has been filed with the Commission; such registration statement in the form heretofore
delivered to the Representatives and, excluding exhibits, to the Representatives for each of the
other Underwriters, has been declared effective by the Commission in such form; no other document
with respect to such registration statement has heretofore been filed with the Commission; no stop
order suspending the effectiveness of such registration statement has been issued and no proceeding
for that purpose has been initiated or, to the Companys knowledge after due inquiry, threatened by
the Commission (the various parts of such registration statement, including all exhibits thereto,
each as amended at the time such part of the registration statement became effective, being
hereinafter called the Form 8-A Registration Statement); and the Form 8-A Registration Statement
when it became effective conformed, and any further amendments thereto will conform, in all
material respects to the requirements of the Exchange Act and the rules and regulations of the
Commission thereunder, and did not and will not, as of the applicable effective date, contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading;
(vii) The Company does not own or control, directly or indirectly, any corporation,
association or entity other than China Lodging Holdings (HK) Limited (CLHK), HanTing Xingkong
(Shanghai) Hotel Management Co., Ltd. (HanTing Xingkong), Shanghai HanTing Hotel Management
Group, Ltd. (Shanghai HanTing, formerly known as Lishan Senbao (Shanghai) Investment Management
Co., Ltd.), Yiju (Shanghai) Hotel Management Co., Ltd. (Yiju), HanTing (Tianjin) Investment
Consulting Co., Ltd. (HanTing Tianjin) and HanTing Technology (Suzhou) Co., Ltd. (HanTing
Technology) and the other subsidiaries listed in Exhibit 21.1 to the Registration Statement. Each
such subsidiary is referred to as a subsidiary and they are referred to collectively as the
subsidiaries.
(viii) Neither the Company nor any of its subsidiaries has sustained since the date of the
latest audited financial statements included in the Pricing Prospectus any material loss or
interference with its business from fire, explosion,
5
flood or other calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth or contemplated in the
Pricing Prospectus; and, since the respective dates as of which information is given in the
Registration Statement and Pricing Prospectus, there has not been any change in the capital stock,
short-term debt or long-term debt of the Company or any of its subsidiaries or any material adverse
change, or any development involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, shareholders equity or results of operations of
the Company and its subsidiaries taken as a whole (a Material Adverse Effect), otherwise than as
set forth or contemplated in the Pricing Prospectus;
(ix) Each of the Company and its subsidiaries has good and marketable title to all real
property and all personal property owned by them, in each case free and clear of all liens,
encumbrances and defects except such as are described in the Pricing Prospectus or such as do not
materially affect the value of such property and do not interfere with the use made and proposed to
be made of such property by the Company and its subsidiaries; and any real property and buildings
held under lease by each of the Company and its subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the Company and its
subsidiaries;
(x) The Company and its subsidiaries, and to the Companys knowledge after due inquiry of the
owners of the properties leased and operated or managed by the Company, are insured by insurers
with appropriately rated claims paying abilities against such losses and risks and in such amounts
as are prudent and customary for the businesses in which they are engaged; all such policies of
insurance insuring the Company or any of its subsidiaries, and to the Companys knowledge after due
inquiry the owners of the properties leased and operated or managed by the Company, or their
respective assets are in full force and effect; the Company and its subsidiaries, and to the
Companys knowledge after due inquiry of the owners of the properties leased and operated or
managed by the Company, are in compliance with the terms of such policies and instruments in all
material respects; and there are no claims by the Company or any of its subsidiaries, or to the
Companys knowledge after due inquiry of the owners of the properties leased and operated or
managed by the Company, under any such policy or instrument as to which any insurance company is
denying liability or defending under a reservation of rights clause; neither the Company nor any
such subsidiary has been refused any insurance coverage sought or applied for; neither the Company
nor any such subsidiary has any reason to believe that it, or to the Companys knowledge after due
inquiry of the owners of the properties leased and operated or managed by the Company, will not be
able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
6
business; and the Company has obtained or will obtain directors and officers insurance in
such amounts as is customary for an initial public offering;
(xi) The Company has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the Cayman Islands, with power and authority (corporate and other) to
own, lease and operate its properties and conduct its business as described in the Pricing
Prospectus, and has been duly qualified as a foreign corporation for the transaction of business
and is in good standing under the laws of each other jurisdiction in which it owns or leases
properties or conducts any business so as to require such qualification, except where the failure
to be so qualified in any such jurisdiction would not, individually or in the aggregate, have a
Material Adverse Effect; and each subsidiary of the Company has been duly incorporated or organized
and is validly existing as a corporation or organization in good standing under the laws of its
jurisdiction of incorporation or organization, with power and authority (corporate and other) to
own, lease and operate its properties and conduct its business as described in the Pricing
Prospectus, and has been duly qualified as a foreign corporation for the transaction of business
and is in good standing under the laws of each other jurisdiction in which it owns or leases
properties or conducts any business so as to require such qualification, except where the failure
to be so qualified in any such jurisdiction would not, individually or in the aggregate, have a
Material Adverse Effect; and each of the business licenses and articles of association of each of
the subsidiaries formed under the laws and regulations of the PRC is in full force and effect
under, and in compliance with PRC law;
(xii) Neither the Company nor any of its subsidiaries has sent or received any written
communication regarding termination of, or intent not to renew, any of the material contracts or
agreements specifically referred to or described in the Pricing Prospectus, or specifically
referred to or described in, or filed as an exhibit to, the Registration Statement, and no such
termination or non-renewal has been threatened by the Company, any of its subsidiaries or, to the
Companys knowledge after due inquiry, any other party to any such contract or agreement;
(xiii) Except as disclosed in the Pricing Prospectus, each of the Company and its subsidiaries
has all the necessary licenses, franchises, concessions, consents, authorizations, approvals,
orders, certificates and permits of and from, and has made all declarations and filings with, all
governmental agencies to own, lease, license and use its properties, assets and conduct its
business in the manner described in the Pricing Prospectus, except where the failure to have any
such license, franchise, concession, consent, authorization, approval, order, certificate or permit
would not have a Material Adverse Effect and such licenses, franchises, concessions, consents,
authorizations, approvals, orders, certificates or permits contain no material restrictions or
conditions not described in the Pricing Prospectus; neither the Company nor any of its subsidiaries
is aware that any regulatory body is considering modifying, suspending or revoking any such
licenses, consents, authorizations, approvals, orders, certificates or permits, and
7
the Company and its subsidiaries are in compliance with the provisions of all such licenses,
consents, authorizations, approvals, orders, certificates or permits in all material respects;
(xiv) Except as disclosed in the Pricing Prospectus, neither the Company nor any of its
subsidiaries is (A) in breach of or in default under any laws, regulations, rules, orders, decrees,
guidelines or notices of the PRC, the Cayman Islands or Hong Kong S.A.R.,, and any other
jurisdiction where it was incorporated or operates, (B) in breach of or in default under any
approval, consent, waiver, authorization, exemption, permission, endorsement or license granted by
any court or governmental agency or body of any stock exchange authorities (Governmental Agency)
in the PRC, Cayman Islands, Hong Kong S.A.R. or any other jurisdiction where it was incorporated or
operates, (C) in violation of its constitutive or organizational documents or (D) in default in the
performance or observance of any obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which
it is a party or by which it or any of its properties may be bound, except in the case of (A), (B)
and (D) above, where any such breach or default would not, individually or in aggregate, have a
Material Adverse Effect;
(xv) The Company has an authorized capitalization as set forth in the Pricing Prospectus and
all of the issued shares of the Company have been duly and validly authorized and issued, are fully
paid and non-assessable and conform in all material respects to the description thereof contained
in the Pricing Prospectus; and all of the issued shares of capital stock of each subsidiary of the
Company have been duly and validly authorized and issued, are fully paid and non-assessable and are
owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or
claims; the holders of outstanding Ordinary Shares are not entitled to preemptive or other rights
to acquire Shares or ADSs; there are no outstanding securities convertible into or exchangeable
for, or warrants, rights or options to purchase from the Company, or obligations of the Company to
issue, Shares, ADSs or any other class of capital stock of the Company except as disclosed in the
Pricing Prospectus; the Shares, when issued and delivered against payment therefor, may be freely
deposited by the Company with the Depositary against issuance of ADRs evidencing ADSs; the ADSs,
when issued and delivered against payment therefor, will be freely transferable by the Company to
or for the account of the several Underwriters and the initial purchasers thereof; and there are no
restrictions on subsequent transfers of the Shares or ADSs under the laws of the PRC, Cayman
Islands, Hong Kong S.A.R., or United States except as described in the Pricing Prospectus;
(xvi) Except as described in the Pricing Prospectus (excluding the exhibits thereto), (A) no
person has any preemptive rights, resale rights, rights of first refusal or other rights to
purchase any Shares, ADSs or any other capital stock of or other equity interests in the Company,
CLHK, HanTing Xingkong, Shanghai
8
HanTing, Yiju, HanTing Tianjin, HanTing Technology or, to the Companys knowledge after due
inquiry any of its other subsidiaries and (B) no person has the right to act as an underwriter or
as a financial advisor to the Company in connection with the offer and sale of the Shares and ADSs;
(xvii) All of the outstanding series A preferred shares of the Company, series B preferred
shares of the Company (collectively, the Preferred Shares) and warrants of the Company (the
Warrants) have been duly authorized and validly issued and are fully paid and non-assessable and
conform in all material respects to the descriptions thereof contained in the Pricing Prospectus,
and apart from the Preferred Shares, the Warrants and the Ordinary Shares, there are no other
classes or series of shares of capital stock, options, warrants, rights or other securities
convertible, exchangeable or exercisable for shares of capital stock (including without limitation
special voting rights, veto rights, minority shareholder or equity interest holder rights,
preemptive rights or rights of first refusal), proxy or shareholder agreements, or contracts,
agreements or understandings of any kind for the purchase or acquisition from the Company or the
subsidiaries of any of their shares, equity interests or other securities; all of the Ordinary
Shares issuable upon the mandatory conversion of the Preferred Shares as described in the
Prospectus have been duly authorized; and, prior to or concurrently with the First Time of Delivery
(as defined in Section 4 hereof), all of the Preferred Shares will be converted into Ordinary
Shares and all such Ordinary Shares will be duly authorized, validly issued and fully paid and
non-assessable;
(xviii) The Shares and ADSs to be sold by the Company to the Underwriters hereunder have been
duly and validly authorized and, when issued and delivered against payment therefor as provided
herein, will be duly and validly issued and fully paid and non-assessable and will conform in all
material respects to the description of the Shares and ADSs contained in the Prospectus;
(xix) Except as described in the Pricing Prospectus, there are no contracts, agreements or
understandings between the Company and any person granting such person the right to require the
Company to file a registration statement under the Act with respect to any securities of the
Company owned or to be owned by such person or to require the Company to include such securities in
the securities registered pursuant to the Registration Statement, the ADS Registration Statement or
in any securities being registered pursuant to any other registration statement filed by the
Company under the Act;
(xx) This Agreement has been duly authorized, executed and delivered by the Company;
(xxi) The Deposit Agreement has been duly authorized and, when executed and delivered by the
Company and, assuming due authorization, execution and delivery by the Depositary, will constitute
a valid and legally binding agreement of the Company, enforceable in accordance with its terms,
subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar laws of
9
general applicability relating to or affecting creditors rights and to general equity
principles, and upon issuance by the Depositary of ADRs evidencing ADSs and the deposit of Shares
in respect thereof in accordance with the provisions of the Deposit Agreement, such ADRs will be
duly and validly issued and the persons in whose names the ADRs are registered will be entitled to
the rights specified therein and in the Deposit Agreement; and the Deposit Agreement and the ADRs
conform in all material respects to the descriptions thereof contained in the Prospectus;
(xxii) All dividends and other distributions declared and payable on the Shares may under the
current laws and regulations of the Cayman Islands be paid to the Depositary, and all such
dividends and other distributions will not be subject to withholding or other taxes under the laws
and regulations of the Cayman Islands and are otherwise free and clear of any other tax,
withholding or deduction in the Cayman Islands and without the necessity of obtaining any consents,
approvals, authorizations, orders, registrations, clearances or qualifications of or with any court
or Governmental Agency having jurisdiction over the Company or any of its subsidiaries or any of
their respective properties (hereinafter referred to as Governmental Authorizations) in the
Cayman Islands;
(xxiii) All dividends and other distributions declared and payable on the share capital of
CLHK may under the current laws and regulations of the Hong Kong S.A.R. be paid to the Company, and
all such dividends and other distributions will not be subject to withholding or other taxes under
the laws and regulations of the Hong Kong S.A.R. and are otherwise free and clear of any other tax,
withholding or deduction in the Hong Kong S.A.R. and without the necessity of obtaining any
Governmental Authorization in the Hong Kong S.A.R.;
(xxiv) Except as described in the Pricing Prospectus, all dividends and other distributions
declared and payable on the share capital of any of HanTing Xingkong, Shanghai HanTing, Yiju,
HanTing Tianjin and HanTing Technology and their subsidiaries may under the current laws and
regulations of the PRC be freely transferred out of the PRC and may be paid in U.S. dollars, and
all such dividends and other distributions will not be subject to withholding or other taxes under
the laws and regulations of the PRC and are otherwise free and clear of any other tax, withholding
or deduction in the PRC, and without the necessity of obtaining any Governmental Authorization in
the PRC;
(xxv) The issue and sale of the Shares and ADSs, the deposit of the Shares with the Depositary
against issuance of the ADRs evidencing the ADSs, the compliance by the Company with this Agreement
and the Deposit Agreement and the consummation of the transactions herein and therein contemplated
will not (A) conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries is bound
10
or to which any of the property or assets of the Company or any of its subsidiaries is
subject, (B) result in any violation of the provisions of the constitutive or organizational
documents of the Company or any subsidiary or (C) result in any violation of any statute or any
order, rule or regulation of any Governmental Agency having jurisdiction over the Company or any of
its subsidiaries or any of their properties or assets;
(xxvi) No consent, approval, authorization, order, registration or qualification of or with
any court or Governmental Agency is required for the issue and sale of the Shares or ADSs, for the
deposit of the Shares with the Depositary against issuance of ADRs evidencing the ADSs to be
delivered or the consummation by the Company of the transactions contemplated by this Agreement and
the Deposit Agreement, except (A) the registration under the Act of the Shares and ADSs and listing
of the ADSs on the NASDAQ Global Market, (B) such Governmental Authorizations as have been duly
obtained and are in full force and effect and copies of which have been furnished to the
Representatives and (C) such Governmental Authorizations as may be required under state securities
or Blue Sky laws or any laws of jurisdictions outside the PRC, Cayman Islands, Hong Kong S.A.R. and
United States in connection with the purchase and distribution of the Shares and ADSs by or for the
respective accounts of the several the Underwriters;
(xxvii) The ADSs have been approved for listing on the NASDAQ Global Market, subject to notice
of issuance;
(xxviii) Except as disclosed in the Pricing Prospectus, no stamp or other issuance or transfer
taxes or duties and no capital gains, income, withholding or other taxes are payable by or on
behalf of the Underwriters to the government of the PRC, Cayman Islands or any political
subdivision or taxing authority thereof or therein in connection with: (A) the deposit with the
Depositary of the Shares by the Company against the issuance of ADRs evidencing the ADSs, (B) the
sale and delivery by the Company of the Shares and ADSs to or for the respective accounts of the
several Underwriters or (C) the sale and delivery by the Underwriters of the Shares and ADSs to the
initial purchasers thereof in the manner contemplated by this Agreement;
(xxix) None of the Company or any of the subsidiaries is engaged in any trading activities
involving commodity contracts or other trading contracts which are not currently traded on a
securities or commodities exchange and for which the market value cannot be determined;
(xxx) Neither the Company nor any of its subsidiaries has taken, directly or indirectly, any
action which was designed to or which has constituted or which might reasonably be expected to
cause or result in stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares and ADSs:
11
(xxxi) The statements set forth in the Pricing Prospectus under the captions Description of
Share Capital and Description of American Depositary Shares, insofar as they purport to
constitute a summary of the terms of the Shares and ADSs, respectively, and under the captions
Taxation and Underwriting, insofar as they purport to describe the provisions of the laws and
documents referred to therein, are accurate, complete and fair in all material respects;
(xxxii) Other than as set forth in the Pricing Prospectus, there are no legal, arbitration or
governmental proceedings (including, without limitation, governmental investigations or inquiries)
pending to which the Company or any of its subsidiaries or the Companys directors and executive
officers is a party or of which any property of the Company or any of its subsidiaries is the
subject (A) that, if determined adversely to the Company or any of its subsidiaries, would have a
Material Adverse Effect or (B) that are required to be described in the Registration Statement,
Pricing Prospectus and Prospectus and are not so described; and, to the Companys knowledge after
due inquiry, no such proceedings are threatened or contemplated by governmental authorities or
threatened by others;
(xxxiii) The Company is not and, after giving effect to the offering and sale of the Shares
and ADSs and the application of the proceeds thereof, will not be an investment company, as such
term is defined in the U.S. Investment Company Act of 1940, as amended (the Investment Company
Act);
(xxxiv) At the time of filing the Initial Registration Statement, the Company was not and is
not an ineligible issuer, as defined under Rule 405 under the Act;
(xxxv) Each of this Agreement and the Deposit Agreement is in proper form to be enforceable
against the Company in the Cayman Islands in accordance with its terms; to ensure the legality,
validity, enforceability or admissibility into evidence in the Cayman Islands of this Agreement or
the Deposit Agreement, it is not necessary that this Agreement or the Deposit Agreement be filed or
recorded with any court or other authority in the Cayman Islands or that any stamp or similar tax
in the Cayman Islands be paid on or in respect of this Agreement, the Deposit Agreement or any
other documents to be furnished hereunder, except for nominal stamp duty if the documents are
executed in or brought into the Cayman Islands;
(xxxvi) The Registration Statement, Pricing Prospectus, Prospectus, any Issuer Free Writing
Prospectus, Form 8-A Registration Statement and ADS Registration Statement and the filing of the
Registration Statement, Pricing Prospectus, Prospectus, any Issuer Free Writing Prospectus, Form
8-A Registration Statement and ADS Registration Statement with the Commission have been duly
authorized by and on behalf of the Company, and the Registration Statement, Form 8-A Registration
Statement and ADS Registration Statement
12
have been duly executed pursuant to such authorization by and on behalf of the Company;
(xxxvii) There are no contracts or documents which are required to be described in the
Registration Statement, the Pricing Prospectus, the Pricing Disclosure Package or the Prospectus or
to be filed as exhibits to the Registration Statement that have not been so described and filed as
required;
(xxxviii) Except as described in the Pricing Prospectus, Each of the Company and its
subsidiaries owns, possesses, licenses or has other rights to use all patents and patent
applications, copyrights, trademarks, service marks, trade names, Internet domain names,
technology, and/or know-how (including trade secrets and other unpatented and/or unpatentable
proprietary rights) (collectively, Intellectual Property) that are necessary or used in any
material respect to conduct their business in the manner in which it is being conducted and in the
manner in which it is contemplated as set forth in the Pricing Prospectus; all material copyrights
and patents owned or licensed by the Company (including all material copyrights and patents owned
or licensed by the Companys subsidiaries) are valid, enforceable and not subject to any ongoing or
threatened interference, reexamination, judicial or administrative proceeding pertaining to
validity, enforceability or scope; neither the Company nor any of its subsidiaries has received any
notice alleging infringement, violation or conflict with (and neither the Company nor any of its
subsidiaries knows of any basis for alleging infringement, violation or conflict with) the
Intellectual Property rights of any third party by the Company, its subsidiaries, or their
products; there are no pending or, to the Companys knowledge after due inquiry, threatened
actions, suits, proceedings or claims that allege the Company or any of its subsidiaries is
infringing or has infringed any Intellectual Property right of any third party; the discoveries,
inventions, products or processes of the Company and its subsidiaries referenced in the Pricing
Prospectus, to the Companys knowledge after due inquiry, do not violate or conflict with any
Intellectual Property right of any third party including any discovery, invention, product or
process that is the subject of a patent application filed by any third party; neither the Company
nor any of its subsidiaries are in breach of any license or other agreement (to which it is a
party) related to the Intellectual Property rights of the Company, its subsidiaries or any third
party; and except for those contracts and/or documents filed as an exhibit to or described in the
Registration Statement, there are no other contracts and/or documents related to Intellectual
Property required to be filed as an exhibit to or described in the Registration Statement;
(xxxix) The Company does not believe it was a passive foreign investment company within the
meaning of Section 1297(a) of the United States Internal Revenue Code of 1986, as amended, for its
2009 taxable year and it does not expect to be one in the foreseeable future;
13
(xl) Except as described in the Pricing Prospectus, the Company has not sold, issued or
distributed any Shares during the six-month period preceding the date hereof, including any sales
pursuant to Rule 144A, Regulation D or Regulation S promulgated under the Act, other than shares
issued pursuant to employee benefit plans, qualified share option plans or other employee
compensation plans or pursuant to outstanding options, rights or warrants;
(xli) The Company is a foreign private issuer within the meaning of Rule 405 under the Act;
(xlii) Except as described in the Pricing Prospectus, no material indebtedness (actual or
contingent) and no material contract or arrangement is outstanding between the Company or any of
its subsidiaries and any director or executive officer of the Company or any of its subsidiaries or
any person connected with such director or executive officer (including his/her spouse, infant
children, any company or undertaking in which he/she holds a controlling interest); and there are
no material relationships or transactions between the Company or any of its subsidiaries on the one
hand and its affiliates, officers and directors or their shareholders, customers or suppliers on
the other hand except as disclosed in the Pricing Prospectus;
(xliii) Deloitte Touche Tohmatsu CPA Ltd., who have certified certain financial statements of
the Company and its subsidiaries, are independent public accountants as required by the Act and the
rules and regulations of the Commission thereunder and are independent in accordance with the
requirements of the U.S. Public Company Accounting Oversight Board;
(xliv) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that: (A) transactions are executed in accordance with managements general or
specific authorizations; (B) transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting principles in the United
States (US GAAP); (C) access to assets is permitted only in accordance with managements general
or specific authorization; (D) the recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate actions are taken with respect to any differences;
and (E) the Company has made and kept books, records and accounts which, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of assets of such entity;
(xlv) The Company has established and maintains and evaluates a system of internal control
over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that
complies with the requirements of the Exchange Act and has been designed by the Companys principal
executive officer and principal financial officer, or under their supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with US GAAP; such
14
internal control over financial reporting has been designed by the Companys chief executive
officer and chief financial officer, or under their supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with US GAAP; all material weaknesses, if any, in internal controls
have been identified to the Companys independent auditors; since the date of the latest audited
financial statements included in the Pricing Prospectus there has been no change in the Companys
internal control over financial reporting or in other factors that could significantly affect
internal controls, including any corrective actions with regard to significant deficiencies and
material weaknesses, and, except as described in the Pricing Prospectus, the Companys independent
public accountants have not notified the Company of any reportable conditions (as that term is
defined under standards established by the American Institute of Certified Public Accountants) in
the Companys internal accounting controls, or other weaknesses or deficiencies in the design or
operation of the Companys internal accounting controls, that has materially affected, or is
reasonably likely to materially affect, the Companys internal control over financial reporting, or
could adversely affect the Companys ability to record, process, summarize and report financial
data consistent with the assertions of the Companys management in the financial statements; and
the Company has taken all necessary actions to ensure that, upon and at all times after the filing
of the Registration Statement, the Company and its subsidiaries and their respective officers and
directors, in their capacities as such, are in compliance in all material respects with the
applicable provisions of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) and the rules
and regulations promulgated thereunder. The Company has established and maintains and evaluates
disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act)
that comply with the requirements of the Exchange Act, such disclosure controls and procedures have
been designed to ensure that material information relating to the Company and its subsidiaries is
made known to the Companys principal executive officer and principal financial officer by others
within those entities; and such disclosure controls and procedures are effective to perform the
functions for which they were established;
(xlvi) Except as described in the Pricing Prospectus, neither the Company nor any of its
subsidiaries has any material obligation to provide retirement, healthcare, death or disability
benefits to any of the present or past employees of the Company or any of its subsidiaries, or to
any other person;
(xlvii) No material labor dispute, work stoppage, slow down or other conflict with the
employees of the Company or any of its subsidiaries exists or, to the Companys knowledge after due
inquiry, is threatened or contemplated;
(xlviii) The section entitled Managements Discussion and Analysis of Financial Condition and
Results of Operations Critical Accounting Policies in the Pricing Prospectus truly, accurately
and completely in all material respects describes: (A) accounting policies which the Company
believes are the most
15
important in the portrayal of the Companys financial condition and results of operations and
which require managements most difficult, subjective or complex judgments (Critical Accounting
Policies); (B) judgments and uncertainties affecting the application of Critical Accounting
Policies; and (C) the likelihood that materially different amounts would be reported under
different conditions or using different assumptions; and the Companys Board of Directors and
management have reviewed and agreed with the selection, application and disclosure of Critical
Accounting Policies and have consulted with its legal counsel and independent public accountants
with regard to such disclosure;
(xlix) Since the date of the latest audited financial statements included in the Pricing
Prospectus, neither the Company nor any of its subsidiaries has: (A) entered into or assumed any
contract, (B) incurred or agreed to incur any liability (including any contingent liability) or
other obligation, (C) acquired or disposed of or agreed to acquire or dispose of any business or
any other asset or (D) assumed or acquired or agreed to assume or acquire any liabilities
(including contingent liabilities), that would, in any of clauses (A) through (D) above, be
material to the Company and its subsidiaries and that are not otherwise described in the Pricing
Prospectus;
(l) The section entitled Managements Discussion and Analysis of Financial Condition and
Results of Operations in the Pricing Prospectus accurately and fully describes: (A) all material
trends, demands, commitments, events, uncertainties and risks, and the potential effects thereof,
that the Company believes would materially affect liquidity and are reasonably likely to occur; and
(B) all off-balance sheet transactions, arrangements, and obligations, including, without
limitation, relationships with unconsolidated entities that are contractually limited to narrow
activities that facilitate the transfer of or access to assets by the Company or any of its
subsidiaries, such as structured finance entities and special purpose entities (collectively,
off-balance sheet arrangements) that are reasonably likely to have a material effect on the
liquidity of the Company or any of its subsidiaries or the availability thereof or the requirements
of the Company or any of its subsidiaries for capital resources;
(li) Except as disclosed in the Pricing Prospectus, none of the Company or any of its
subsidiaries is engaged in any material transactions with its directors, officers, management,
shareholders, or any other affiliate, including any person who formerly held a position as a
director, officer and/or shareholder;
(lii) No holder of any of the Shares or ADSs after the consummation of the transactions
contemplated by this Agreement or the Deposit Agreement is or will be subject to any personal
liability in respect of any liability of the Company by virtue only of its holding of any such
Shares or ADSs; and except as set forth in the Pricing Prospectus, there are no limitations on the
rights of holders of the Shares or ADSs to hold, vote or transfer their securities;
16
(liii) The audited consolidated financial statements (and the notes thereto) of the Company
included in the Registration Statement, Pricing Prospectus and Prospectus fairly present in all
material respects the consolidated financial position of the Company as of the dates specified and
the consolidated results of operations and changes in the consolidated financial position of the
Company for the periods specified, and such financial statements have been prepared in conformity
with US GAAP applied on a consistent basis throughout the periods presented (other than as
described therein); the summary and selected consolidated financial data included in the
Registration Statement, Pricing Prospectus and Prospectus present fairly the information shown
therein and have been compiled on a basis consistent with that of the audited consolidated
financial statements included therein, subject, in the case of the preliminary unaudited financial
results, to the fact that such results are subject to completion of the Companys normal period-end
closing procedures and review by the Companys independent public accountants in accordance with
Statement of Auditing Standards No. 100;
(liv) Under the laws of the Cayman Islands, each holder of ADRs evidencing ADSs issued
pursuant to the Deposit Agreement shall be entitled, subject to the Deposit Agreement, to seek
enforcement of its rights through the Depositary or its nominee registered as representative of the
holders of the ADRs in a direct suit, action or proceeding against the Company;
(lv) Except as set forth in the Pricing Prospectus and this Agreement all amounts payable by
the Company to an Underwriter in respect of the ADRs evidencing the ADSs or the underlying Shares
shall be made free and clear of and without deduction for or on account of any taxes imposed,
assessed or levied by the Cayman Islands or any authority thereof or therein (except such income
taxes as may otherwise be imposed by the Cayman Islands on payments hereunder to an Underwriter
whose net income is subject to tax by the Cayman Islands or withholding, if any, with respect to
any such income tax) nor are any taxes imposed in the Cayman Islands on, or by virtue of the
execution or delivery of, such documents provided they remain outside the Cayman Islands;
(lvi) All returns, reports or filings which ought to have been made by or in respect of the
Company and its subsidiaries for taxation purposes as required by the law of the jurisdictions in
which the Company and its subsidiaries are incorporated, managed or engage in business have been
made and all such returns are correct and on a proper basis in all respects, except where failure
to make such return, report or filing, or correctly and properly file any such return, report or
filing would not have a Material Adverse Effect; no such returns, reports or filings are the
subject of any dispute with the relevant revenue or other appropriate authorities except as may be
being contested in good faith and by appropriate proceedings; the provisions included in the
audited consolidated financial statements as set out in the Pricing Prospectus included appropriate
provisions required under US GAAP for all taxation in respect of accounting
17
periods ended on or before the accounting reference date to which such audited accounts relate
for which the Company was then or might reasonably be expected thereafter to become or have become
liable; and neither the Company nor any of its subsidiaries has received notice of any tax
deficiency with respect to the Company or any of its subsidiaries;
(lvii) The Company has provided or made available to the Representatives true, correct, and
complete copies of all documentation pertaining to any extension of credit in the form of a
personal loan made, directly or indirectly, by the Company or any of its subsidiaries to any
director or executive officer of the Company or any of its subsidiaries; and since September 30,
2009, the Company has not, directly or indirectly, including through any of its subsidiaries: (A)
extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a
personal loan, to or for any director or executive officer of the Company or any of its
subsidiaries, or to or for any family member or affiliate of any director or executive officer of
the Company or any of its subsidiaries; or (B) made any material modification, including any
renewal thereof, to any term of any personal loan to any director or executive officer of the
Company or any of its subsidiaries, or any family member or affiliate of any director or executive
officer, which loan was outstanding on September 30, 2009, that (x) is outstanding on the date
hereof and (y) constitutes a violation of any applicable law or regulation;
(lviii) Any statistical and market-related data included in the Pricing Prospectus and
Prospectus are based on or derived from sources that the Company reasonably believes to be reliable
and accurate, and the Company has obtained the written consent for the use of such data from such
sources to the extent required;
(lix) The application of the net proceeds from the offering of ADSs, as described in the
Pricing Prospectus, will not (A) contravene any provision of any current and applicable laws or the
current constituent documents of the Company or any of its subsidiaries, (B) contravene the terms
or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust,
loan agreement, note, lease or other agreement or instrument currently binding upon the Company or
any of its subsidiaries or (C) contravene or violate the terms or provisions of any Governmental
Authorization applicable to any of the Company or any of its subsidiaries;
(lx) There are no contracts, agreements or understandings between the Company and any person
that would give rise to a valid claim against the Company or any Underwriter for a brokerage
commission, finders fee or other like payment in connection with the issuance and sale of the
Shares and ADSs;
(lxi) Under the laws of the Cayman Islands and the Hong Kong S.A.R., the courts of the Cayman
Islands and the Hong Kong S.A.R. will recognize and give effect to the choice of law provisions set
forth in Section 14 hereof and enforce judgments of U.S. courts obtained against the Company to
enforce this
18
Agreement; under the laws of the PRC, the choice of law provisions set forth in Section 14
hereof will be recognized by the courts of the PRC and any judgment obtained in any state or
federal court located in the Borough of Manhattan, The City of New York, New York (each, a New
York Court) arising out of or in relation to the obligations of the Company under this Agreement
will be recognized in PRC courts subject to the discretion of the relevant courts and public
policies and other principles to be considered by such courts and the other conditions described
under the section titled Enforceability of Civil Liabilities in the Pricing Prospectus;
(lxii) None of the Company, any of its subsidiaries, any of the Companys directors or
executive officers, or, to the Companys knowledge after due inquiry, any agent, employee or other
person associated with or acting on behalf of the Company or any of its subsidiaries, has taken any
action in furtherance of an offer, payment, promise to pay, or authorization or approval of the
payment or giving of money, property, gifts or anything else of value, directly or indirectly, to
any government official (including any officer or employee of a government or government-owned or
controlled entity or of a public international organization, or any person acting in an official
capacity for or on behalf of any of the foregoing, or any political party or party official or
candidate for political office) to influence official action or secure an improper advantage; and
the Company and its subsidiaries and affiliates have conducted their businesses in compliance with
applicable anti-corruption laws and have instituted and maintain and will continue to maintain
policies and procedures designed to promote and achieve compliance with such laws and with the
representation and warranty contained herein;
(lxiii) The operations of the Company and the subsidiaries are and have been conducted at all
times in compliance with applicable financial recordkeeping and reporting requirements, including
those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Bank Secrecy
Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the money
laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or
similar rules, regulations or guidelines, issued, administered or enforced by any governmental
agency (collectively, the Money Laundering Laws); and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator or non-governmental authority
involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is
pending or, to the Companys knowledge after due inquiry, threatened;
(lxiv) The descriptions of the events and transactions set forth in the Pricing Prospectus in
the section entitled History and Corporate Structure are accurate, complete and fair in all
material respects; and each of the events and transactions set forth therein has been duly
authorized and does not (A) contravene any provision of applicable law or statute, rule or
regulation of any Governmental
19
Agency having jurisdiction over the Company or any of its subsidiaries or any of their
properties (including but not limited to the Ministry of Commerce, the State Administration of
Industry and Commerce and the State Administration of Foreign Exchange of the PRC), (B) contravene
the articles of association, business license or other constitutive documents of the Company or any
of its subsidiaries, or (C) conflict with or result in a breach of violation of any of the terms or
provisions of, or constitute a default under, any license, indenture, mortgage, deed of trust, loan
agreement, note, lease or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any
of the property or assets of the Company or any of its subsidiaries is subject, except, in the case
of clauses (A) and (C), as would not, individually or in the aggregate, have a Material Adverse
Effect;
(lxv) The Company is aware of and has been advised as to, the content of the Rules on Mergers
and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry
of Commerce, the State Assets Supervision and Administration Commission, the State Tax
Administration, the State Administration of Industry and Commerce, the China Securities Regulatory
Commission (CSRC) and the State Administration of Foreign Exchange of the PRC on August 8, 2006
(the M&A Rules), in particular the relevant provisions thereof which purport to require offshore
special purpose vehicles, or SPVs, formed for listing purposes and controlled directly or
indirectly by PRC companies or individuals, to obtain the approval of the CSRC prior to the listing
and trading of their securities on an overseas stock exchange; the Company has received legal
advice specifically with respect to the M&A Rules from its PRC counsel and the Company understands
such legal advice; and the Company has fully communicated such legal advice from its PRC counsel to
each of its directors that signed the Initial Registration Statement and each director has
confirmed that he or she understands such legal advice; the Company and each director of the
Company that signed the Initial Registration Statement understand the potential personal liability
to which each director of the Company that signed the Initial Registration Statement and the
executive officers of the Company may be subject in the event that the offering and sales of the
Shares and ADSs as contemplated in this Agreement or the listing and trading of the ADSs on the
NASDAQ Global Market were deemed not to be in compliance with the PRC Mergers and Acquisitions
Rules;
(lxvi) The issuance and sale of the Shares and ADSs, the listing and trading of the ADSs on
the NASDAQ Global Market or the consummation of the transactions contemplated by this Agreement and
the Deposit Agreement is not and will not be, as of the date hereof or at each Time of Delivery (as
defined in Section 3 hereof), adversely affected by the M&A Rules or any official clarifications,
guidance, interpretations or implementation rules in connection with
20
or related to the M&A Rules (collectively, the M&A Rules and Related Clarifications);
(lxvii) Each of the Company and its subsidiaries that were incorporated outside of the PRC has
taken, or is in the process of taking, reasonable steps to comply with, and to ensure compliance by
each of its shareholders, option holders, directors, officers, employees and Directed Share
Participants that is, or is directly or indirectly owned or controlled by, a PRC resident or
citizen with any applicable rules and regulations of the relevant PRC government agencies
(including but not limited to the Ministry of Commerce, the National Development and Reform
Commission and the State Administration of Foreign Exchange) relating to overseas investment by PRC
residents and citizens or the repatriation of the proceeds from overseas offering and listing by
offshore special purpose vehicles controlled directly or indirectly by PRC companies and
individuals, such as the Company, (the PRC Overseas Investment and Listing Regulations),
including without limitation, requesting each shareholder, option holder, director, officer,
employees and Directed Share Participants that is, or is directly or indirectly owned or controlled
by, a PRC resident or citizen to complete any registration and other procedures required under
applicable PRC Overseas Investment and Listing Regulations;
(lxviii) (A) None of the Company, its subsidiaries, affiliates, employees, agents, directors
or officers in the United States: (i) does any business with or involving the government of, or any
person or project located in, any country targeted by any of the economic sanctions promulgated by
any Executive Order issued by the President of the United States or administered by the United
States Treasury Departments Office of Foreign Assets Control (the OFAC) (collectively,
Sanctions); or (ii) supports or facilitates any such business or project, in each case other than
as permitted under such economic sanctions; (B) the Company is not controlled (within the meaning
of the Executive Orders or regulations promulgating such economic sanctions or the laws authorizing
such promulgation) by any such government or person; (C) the proceeds from the offering of the
Shares and ADSs contemplated hereby will not be used to fund any operations in, to finance any
investments, projects or activities in, or to make any payments to, any country, or to make any
payments to, or finance any activities with, any person targeted by any of such economic sanctions;
and (D) the Company maintains and has implemented adequate internal controls and procedures to
monitor and audit transactions that are reasonably designed to detect and prevent any use of the
proceeds from the offering of the Shares and ADSs contemplated hereby that is inconsistent with any
of the Companys representations and obligations under clause (C) of this paragraph or in the
Registration Statement, Pricing Prospectus and Prospectus;
(lxix) Except as described in the Pricing Prospectus, the Company and its subsidiaries and
their respective properties, assets and operations are in compliance with, and the Company and each
of its subsidiaries hold all permits,
21
authorizations and approvals required under Environmental Laws (as defined below); there are
no past, present or, to the Companys knowledge after due inquiry, reasonably anticipated future
events, conditions, circumstances, activities, practices, actions, omissions or plans that could
give rise to any material costs or liabilities to the Company or any subsidiary under, or to
interfere with or prevent compliance by the Company or any subsidiary with, Environmental Laws;
neither the Company nor any of its subsidiaries (A) is the subject of any investigation, (B) has
received any notice or claim, (C) is a party to or affected by any pending or, to the Companys
knowledge after due inquiry, threatened action, suit or proceeding, (D) is bound by any judgment,
decree or order or (E) has entered into any agreement, in each case relating to any alleged
violation of any Environmental Law or any actual or alleged release or threatened release or
cleanup at any location of any Hazardous Materials (as defined below) (as used herein,
Environmental Law means any national, provincial, municipal or other local or foreign law,
statute, ordinance, rule, regulation, order, notice, directive, decree, judgment, injunction,
permit, license, authorization or other binding requirement, or common law, relating to health,
safety or the protection, cleanup or restoration of the environment or natural resources, including
those relating to the distribution, processing, generation, treatment, storage, disposal,
transportation, other handling or release or threatened release of Hazardous Materials, and
Hazardous Materials means any material (including, without limitation, pollutants, contaminants,
hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under
any Environmental Law);
(lxx) Except as described in the Pricing Prospectus, there are no affiliations or associations
between any member of the FINRA and the Company; there are no affiliations or associations between
(A) any member of the FINRA and (B) any of the Companys officers, directors or 5% or greater
security holders or any beneficial owner of the Companys unregistered equity securities that were
acquired at any time on or after the 180th day immediately preceding the date the Registration
Statement was initially filed with the Commission;
(lxxi) The Registration Statement, Pricing Prospectus, Prospectus and each Issuer Free Writing
Prospectus comply, and any further amendments or supplements thereto will comply, with any
applicable laws or regulations of any jurisdiction in which any Preliminary Prospectus, Pricing
Prospectus, Prospectus or any Issuer Free Writing Prospectus is distributed in connection with the
Directed Share Program; and no Governmental Authorization, other than those heretofore obtained, is
required in connection with the offering of the Reserved ADSs in any jurisdiction where the
Reserved ADSs are being offered;
(lxxii) The Company has not offered, or caused the Underwriters to offer, Shares or ADSs to
any person pursuant to the Directed Share Program with the intent to influence unlawfully (A) a
customer or supplier of the Company or any of its subsidiaries to alter the customers or
suppliers level or type of business with the Company or any of its subsidiaries, or (B) a trade
journalist or publication to
22
write or publish favorable information about the Company or any of its subsidiaries or any of
their respective products or services;
(lxxiii) There are no business relationships or related-party transactions involving the
Company or any of its subsidiaries or any other person required to be described in the Registration
Statement, Pricing Prospectus and Prospectus which have not been described as required;
(lxxiv) The Company has taken all reasonable steps to comply with, and to ensure compliance by
all of the Companys shareholders and prior holders who are PRC residents or PRC citizens with any
applicable rules and regulations of the State Administration of Foreign Exchange (the SAFE Rules
and Regulations), including without limitation, taking reasonable steps to require each of its
shareholders and option holders that is, or is directly or indirectly owned or controlled by, a PRC
resident or PRC citizen to complete any registration and other procedures required under applicable
SAFE Rules and Regulations;
(lxxv) Each forward-looking statement (within the meaning of Section 27A of the Act or
Section 21E of the Exchange Act) contained in the Registration Statement, each Preliminary
Prospectus, the Pricing Prospectus, the Prospectus and each Issuer Free Writing Prospectus, if any,
has been made or reaffirmed with a reasonable basis and in good faith;
(lxxvi) The issuance and sale of Shares by the Company to Ctrip.com International Ltd.
(Ctrip) pursuant to a Subscription Agreement dated as of March 12, 2010 and the sale of Shares by
certain shareholders of the Company (the Privat Placement Sellers) to Ctrip pursuant to a Share
Purchase and Sale Agreement, dated as of March 12, 2010 (such transactions collectively, the
Private Placement) were conducted in accordance with Regulation S under the Securities Act or
pursuant to an exemption from registration under the Securities Act, and all requirements of
Regulation S or of such exemption were duly complied with by the Company, the Private Placement
Sellers and Ctrip; and
(lxxvii) The Private Placement will not be integrated with the offering of Shares and ADSs
hereunder pursuant to applicable rules and regulations issued under the Securities Act.
In addition, any certificate signed by any officer of the Company or any of its subsidiaries
and delivered to the Underwriters or counsel for the Underwriters in connection with the offering
of the Shares and ADSs shall be deemed to be a representation and warranty by the Company, as to
matters covered thereby, to each of the Underwriters.
(b) Each of the Controlling Shareholders severally represents and warrants as to and in
respect of itself to, and agrees with, each of the Underwriters and the Company that:
23
(i) This Agreement has been duly authorized, executed and delivered by or on behalf of such
Controlling Shareholder; and to ensure the legality, validity, enforceability or admissibility into
evidence in the PRC, Cayman Islands or the British Virgin Islands of this Agreement, it is not
necessary that this Agreement be filed or recorded with any court or other authority in the PRC,
Cayman Islands or the British Virgin Islands or that any stamp or similar tax in the PRC, Cayman
Islands or British Virgin Islands be paid on or in respect of this Agreement or any other documents
to be furnished hereunder;
(ii) No Governmental Authorizations are required for the execution and delivery by such
Controlling Shareholder of this agreement; and such Controlling Shareholder has full legal right,
power and authority (corporate and other) to enter into this agreement;
(iii) The compliance by such Controlling Shareholder with all of the provisions of this
Agreement and the consummation of the transactions herein and therein contemplated will not
conflict with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any material statute, indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which such Controlling Shareholder is a party or by
which such Controlling Shareholder is bound, or to which any of the property or assets of such
Controlling Shareholder is subject, nor will such action result in any violation of any statute or
any order, rule or regulation of any court or Governmental Agency having jurisdiction over such
Controlling Shareholder or the property of such Controlling Shareholder; and
(iv) Neither such Controlling Shareholder nor, to the best of such Controlling Shareholders
knowledge after due inquiry, any of its affiliates, nor any person acting on its or their behalf
has taken, and such Controlling Shareholder shall not take and shall use its best efforts to cause
any of its affiliates or person acting on its or their behalf not to take, directly or indirectly,
any action which is designed to or which has constituted or which might reasonably be expected to
cause or result in stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares or the ADSs.
2. Subject to the terms and conditions herein set forth, (a) the Company agrees to sell to
each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at a purchase price per ADS of
US$[], the number of Firm ADSs (to
be adjusted by the Underwriters so as to eliminate fractional shares) determined by multiplying the
aggregate number of Firm ADSs to be sold by the Company as set forth opposite their respective
names in Schedule II attached hereto by a fraction, the numerator of which is the aggregate
number of Firm ADSs to be purchased by such Underwriter as set forth opposite the name of such
Underwriter in Schedule I attached hereto and the denominator of which is the aggregate
number of Firm ADSs to be purchased by all of the Underwriters from the Company hereunder and (b)
in the event and to
24
the extent that the Underwriters shall exercise the election to purchase Optional ADSs as
provided below, the Company agrees to sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price
per ADS set forth in clause (a) of this Section 2, that portion of the number of Optional ADSs as
to which such election shall have been exercised (to be adjusted by the Underwriters so as to
eliminate fractional shares) determined by multiplying such number of Optional ADSs by a fraction
the numerator of which is the maximum number of Optional ADSs which such Underwriter is entitled to
purchase as set forth opposite the name of such Underwriter in Schedule I attached hereto
and the denominator of which is the maximum number of Optional ADSs that all of the Underwriters
are entitled to purchase hereunder.
The Company hereby grants to the Underwriters the right to purchase at their election up to
1,350,000 Optional ADSs, at the purchase price per share set forth in the paragraph above, for the
sole purpose of covering sales of shares in excess of the number of Firm ADSs. Any such election to
purchase Optional ADSs shall be made in proportion to the maximum number of Optional ADSs to be
sold by the Company. Any such election to purchase Optional ADSs may be exercised only by written
notice from the Representatives to the Company, given within a period of 30 calendar days after the
date of this Agreement, setting forth the aggregate number of Optional ADSs to be purchased and the
date on which such Optional ADSs are to be delivered, as determined by the Representatives but in
no event earlier than the First Time of Delivery (as defined in Section 3 hereof) or, unless the
Representatives, the Company otherwise agree in writing, earlier than two or later than ten
business days after the date of such notice.
3. Upon the authorization by you of the release of the Firm ADSs, the several Underwriters
propose to offer the Firm ADSs for sale upon the terms and conditions set forth in the Prospectus.
4. (a) The ADSs to be purchased by each Underwriter hereunder, in definitive form, and in such
authorized denominations and registered in such names as the Representatives may request upon at
least forty-eight hours prior notice to the Company prior to a Time of Delivery (the Notification
Time) shall be delivered by or on behalf of the Company to the Representatives, through the
facilities of the Depository Trust Company (DTC), for the account of such Underwriter, against
payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of
Federal (same-day) funds to the account specified by the Company to the Representatives at least
forty-eight hours in advance of such Time of Delivery. The Company will cause the certificates
representing the Shares to be made available for checking and packaging at least twenty-four hours
prior to each Time of Delivery (as defined below) at the office of DTC or its designated custodian
(the Designated Office). The time and date of such delivery and payment shall be, with respect to
the Firm Shares, 9:30 a.m., New York City time, on [ ], 2010 or such other time and date as the
25
Representatives and the Company may agree upon in writing, and, with respect to the Optional
ADSs, 9:30 a.m., New York City time, on the date specified by the Representatives in the written
notice given by the Representatives of the Underwriters election to purchase such Optional Shares,
or such other time and date as the Representatives and the Company may agree upon in writing. Such
time and date for delivery of the Firm ADSs is herein called the First Time of Delivery, such
time and date for delivery of the Optional ADSs, if not the First Time of Delivery, is herein
called the Second Time of Delivery, and each such time and date for delivery is herein called a
Time of Delivery.
(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties
hereto pursuant to Section 8 hereof, including the cross receipt for the ADSs and any additional
documents requested by the Underwriters pursuant to Section 8 hereof, will be delivered at the
offices of Simpson Thacher & Bartlett LLP, 35th Floor, ICBC Tower, 3 Garden Road, Central, Hong
Kong (the Closing Location), and the Shares will be delivered at the Designated Office, all at
such Time of Delivery. A meeting will be held at the Closing Location
at [ ] p.m., Hong Kong
time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final
drafts of the documents to be delivered pursuant to the preceding sentence will be available for
review by the parties hereto. For the purposes of this Section 3, New York Business Day shall
mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York City are generally authorized or obligated by law or executive order to
close.
5. (a) The Company agrees with each of the Underwriters:
(i) To prepare the Prospectus in a form approved by the Representatives and to file such
Prospectus pursuant to Rule 424(b) under the Act not later than the Commissions close of business
on the second business day following the execution and delivery of this Agreement, or, if
applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no
further amendment or any supplement to the Registration Statement or the Prospectus prior to the
last Time of Delivery which shall be disapproved by the Representatives promptly after reasonable
notice thereof; to advise the Representatives, promptly after it receives notice thereof, of the
time when any amendment to the Registration Statement has been filed or becomes effective or any
amendment or supplement to the Prospectus has been filed and to furnish the Representatives copies
thereof; to file promptly all material required to be filed by the Company with the Commission
pursuant to Rule 433(d) under the Act; to advise the Representatives, promptly after it receives
notice thereof, of the issuance by the Commission of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares and
ADSs, of the suspension of the qualification of the Shares and ADSs for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the
26
amending or supplementing of the Registration Statement, any Preliminary Prospectus, the
Prospectus or any Issuer Free Writing Prospectus or for additional information; in the event of
such request for amendment or supplement, to provide the Representatives and their counsel copies
of any proposed amendment or supplement for review and comment a reasonable amount of time prior to
any proposed filing and to file no such amendment or supplement unless approved by the
Representatives and, in the event of the issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or other prospectus or suspending any such
qualification, promptly to use its best efforts to obtain the withdrawal of such order;
(ii) Promptly from time to time to take such action as the Representatives may reasonably
request to qualify the Shares and ADSs for offering and sale under the securities laws of such
jurisdictions as the Representatives may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Shares and ADSs, provided that in connection therewith the Company
shall not be required to qualify as a foreign corporation or to file a general consent to service
of process in any jurisdiction;
(iii) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding
the date of this Agreement and from time to time, to furnish the Underwriters with written and
electronic copies of the Prospectus in New York City in such quantities as the Representatives may
reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred
to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months
after the time of issue of the Prospectus in connection with the offering or sale of the Shares and
ADSs and if at such time any event shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule
173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus in order to comply with the
Act, to notify the Representatives and upon the request of the Representatives to prepare and
furnish without charge to each Underwriter and to any dealer in securities as many written and
electronic copies as the Representatives may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement or omission or
effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu
thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of
the Shares and ADSs at any time nine months or more after the time of issue of the Prospectus, upon
the request of the Representatives but at the expense of such Underwriter, to prepare and deliver
to such Underwriter as many written and electronic copies as the Representatives
27
may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the
Act;
(iv) To make generally available to its securityholders as soon as practicable, but in any
event not later than sixteen months after the effective date of the Registration Statement (as
defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule 158);
(v) During the period beginning from the date hereof and continuing to and including the date
180 days after the date of the Prospectus (the Lock-Up Period), not to offer, sell, contract to
sell, pledge, grant any option to purchase, make any short sale, lend or otherwise dispose, except
as provided hereunder, of any securities of the Company that are substantially similar to the
Shares or ADSs, including but not limited to any options or warrants to purchase Shares or ADSs or
any securities that are convertible into or exchangeable for, or that represent the right to
receive, Shares or ADSs or any such substantially similar securities (other than (x) pursuant to
employee stock option plans existing on the date of this Agreement, (y) upon the conversion or
exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement or
(z) the issuance and sale of Shares to Ctrip.com International Ltd. (Ctrip) in connection with a
private placement pursuant to a Subscription Agreement, dated as of March 12, 2010, between the
Company and Ctrip), without prior written consent of the Representatives; provided, however, that
if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results
or announces material news or a material event or (2) prior to the expiration of the initial
Lock-Up Period, the Company announces that it will release earnings results during the 15-day
period following the last day of the initial Lock-Up Period, then in each case the Lock-Up Period
will be automatically extended until the expiration of the 18-day period beginning on the date of
release of the earnings results or the announcement of the material news or material event, as
applicable, unless the Representatives waive, in writing, such extension; the Company will provide
the Representatives and each shareholder subject to the Lock-Up Period pursuant to the lockup
letters described in Section 8(o) with prior notice of any such announcement that gives rise to an
extension of the Lock-up Period;
(vi) Not to facilitate any shareholders conversion of Shares to ADSs during the Lock-Up
Period (including any automatic extension thereof as contemplated in Sections 5(v) above) and not
to release the Depositary from the obligations set forth in, or otherwise amend, terminate or fail
to enforce, the Depositary Agreement without the prior written consent of the Representatives;
(vii) To furnish to its shareholders within such period required by the Exchange Act after the
end of each fiscal year an annual report (in English) (including a balance sheet and statements of
income, shareholders equity and
28
cash flows of the Company and its consolidated subsidiaries prepared in conformity with US
GAAP and certified by independent public accountants) and, as soon as practicable after the end of
each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending
after the effective date of the Registration Statement), to make available to its shareholders
consolidated summary financial information of the Company and its subsidiaries for such quarter in
reasonable detail;
(viii) During a period of three (3) years from the effective date of the Registration
Statement, to furnish to the Representatives copies of all reports or other communications
(financial or other) furnished to shareholders, and to deliver to the Representatives (i) as soon
as they are available, copies of any reports and financial statements furnished to or filed with
the Commission or any securities exchange on which any class of securities of the Company is
listed; and (ii) such additional information concerning the business and financial condition of the
Company as the Representatives may from time to time reasonably request (such financial statements
to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are
consolidated in reports furnished to its shareholders generally or to the Commission) provided,
however, that in each case the Company will have no obligation to deliver such reports or other
communications (financial or other) to the extent they are publicly available on the Companys
website or the Commissions EDGAR internet database;
(ix) To use the net proceeds received by it from the sale of the Shares and ADSs pursuant to
this Agreement in the manner specified in the Pricing Prospectus under the caption Use of
Proceeds and in compliance with any applicable laws, rules and regulations of any Governmental
Agency having jurisdiction over the Company or its subsidiaries; the Company will not use any of
the proceeds from the offering of the Shares and ADSs contemplated hereby to fund any operations
in, to finance any investments, projects or activities in, or to make any payments to, any country,
or to make any payments to, or finance any activities with, any person, targeted by any of the
economic sanctions promulgated by any Executive Order issued by the President of the United States
or administered by the OFAC or that is otherwise the subject of Sanctions; and the Company will
maintain and implement adequate internal controls and procedures to monitor and audit transactions
that are reasonably designed to detect and prevent any use of the proceeds from the offering of the
Shares and ADSs contemplated hereby that is inconsistent with any of the Companys representations
and obligations under the preceding sentence;
(x) Prior to each Time of Delivery to deposit Shares with the Depositary in accordance with
the provisions of the Deposit Agreement and otherwise to comply with the Deposit Agreement so that
ADRs evidencing ADSs will be executed (and, if applicable, countersigned) and issued by the
Depositary against receipt of such Shares and delivered to the Underwriters at such Time of
Delivery;
29
(xi) Not to (and to cause its affiliates not to) take, directly or indirectly, any action
which is designed to or which constitutes or which would reasonably be expected to cause or result
in stabilization or manipulation of the price of any security of the Company or facilitate the sale
or resale of the Shares and ADSs;
(xii) To use its best efforts to list the ADSs on the NASDAQ Global Market;
(xiii) To file with the Commission such information on Form 20-F as may be required by Rule
463 under the Act;
(xiv) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b)
Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M.,
Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing
either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give
irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act;
(xv) Upon request of any Underwriter, to furnish, or cause to be furnished, to such
Underwriter an electronic version of the Companys trademarks, servicemarks and corporate logo for
use on the website, if any, operated by such Underwriter for the purpose of facilitating the
on-line offering of the Shares and ADSs (the License); provided, however, that the License shall
be used solely for the purpose described above, is granted without any fee and may not be assigned
or transferred;
(xvi) To indemnify and hold each of the Underwriters harmless against any documentary, stamp
or similar issuance or transfer taxes, duties or fees and any transaction levies, commissions or
brokerage charges, including any interest and penalties, which are or may be required to be paid in
connection with the creation, allotment, issuance, offer and distribution of the Shares and ADSs to
be sold by the Company and the execution and delivery of this Agreement and the Deposit Agreement;
(xvii) To comply with Rule 433(d) under the Act (without reliance on Rule 164(b) under the
Act) and with Rule 433(g) under the Act;
(xviii) Prior to each Time of Delivery, to issue no press release or other communication
directly or indirectly and hold no press conferences with respect to the Company or any of its
subsidiaries, the financial condition, results of operations, business, properties, assets, or
liabilities of the Company or any of its subsidiaries, or the offering of the Shares and ADSs,
without prior consent of the Representatives;
(xix) Not, at any time at or after the execution of this Agreement, to, directly or
indirectly, offer or sell any Shares or ADSs by means of any prospectus (within the meaning of
the Act), or use any prospectus (within the meaning of the Act) in connection with the offer or
sale of the Shares or ADSs, in each case other than the Prospectus; and
30
(xx) To comply with all applicable securities and other laws, rules and regulations in
each jurisdiction in which the Reserved ADSs are offered in connection with the Directed Share
Program.
6. (a) The Company represents and agrees that, without the prior consent of the
Representatives, it has not made and will not make any offer relating to the Shares and ADSs that
would constitute a free writing prospectus as defined in Rule 405 under the Act; each Underwriter
represents and agrees that, without the prior consent of the Company and the Representatives, it
has not made and will not make any offer relating to the Shares and ADSs that would constitute a
free writing prospectus; any such free writing prospectus the use of which has been consented to by
the Company and the Representatives is listed on Schedule II hereto;
(b) The Company has complied and will comply with the requirements of Rule 433 under the Act
applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or
retention where required and legending; and the Company represents that it has satisfied and agrees
that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file
with the Commission any electronic roadshow; and
(c) The Company agrees that if at any time following issuance of an Issuer Free Writing
Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus
would conflict with the information in the Registration Statement, the Pricing Prospectus or the
Prospectus or would include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances then
prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and,
if requested by the Representatives, will prepare and furnish without charge to each Underwriter an
Issuer Free Writing Prospectus or other document which will correct such conflict, statement or
omission; provided, however, that this representation and warranty shall not apply to any
statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in
conformity with information furnished in writing to the Company by an Underwriter through the
Representatives expressly for use therein.
7. The Company covenants and agrees with the several Underwriters that the Company will pay or
cause to be paid the following: (i) the fees, disbursements and expenses of the Companys counsel
and accountants in connection with the registration of the Shares under the Act and all other
expenses in connection with the preparation, printing, reproduction and filing of the Registration
Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and
amendments and supplements thereto and
31
the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum,
closing documents (including any compilations thereof) and any other documents in connection with
the offering, purchase, sale and delivery of the Shares and ADSs; (iii) all expenses in connection
with the qualification of the Shares and ADSs for offering and sale under the laws of the
jurisdictions as provided in Section 4(a)(ii) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in connection with the Blue
Sky survey (iv) all fees and expenses in connection with listing the ADSs on the NASDAQ Global
Market; (v) the filing fees incident to, and the fees and disbursements of counsel for the
Underwriters in connection with, any required review by the FINRA of the terms of the sale of the
Shares and ADSs; (vi) the cost of preparing stock certificates; (vii) the cost and charges of any
transfer agent or registrar; and (viii) all other costs and expenses incident to the performance of
its obligations hereunder which are not otherwise specifically provided for in this Section;
provided, however, that the Underwriters agree to pay costs and expenses relating to any road
show in connection with the offering and sale of the ADSs including, without limitation, any
travel and lodging expenses of the Companys officers and employees. It is understood, however,
that, except as provided in this Section, and Sections 8 and 11 hereof, the Underwriters will pay
all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on
resale of any of the Shares by them, and any advertising expenses connected with any offers they
may make.
8. The obligations of the Underwriters hereunder, as to the ADSs to be delivered at each Time
of Delivery, shall be subject, in their discretion, to the condition that all representations and
warranties and other statements of the Company herein are, at and as of such Time of Delivery, true
and correct, the condition that the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b)
under the Act within the applicable time period prescribed for such filing by the rules and
regulations under the Act and in accordance with Section 4(a) hereof; all material required
to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with
the Commission within the applicable time period prescribed for such filing by Rule 433; if
the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b)
Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on
the date of this Agreement; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that purpose
shall have been initiated or, to the knowledge of the Company after due inquiry, threatened
by the Commission; no stop order
32
suspending or preventing the use of the Prospectus or any Issuer Free Writing
Prospectus shall have been initiated or, to the knowledge of the Company after due inquiry,
threatened by the Commission; and all requests for additional information on the part of
the Commission shall have been complied with to the reasonable satisfaction of the
Representatives;
(b) Simpson Thacher & Bartlett LLP, U.S. counsel to the Underwriters, shall have
furnished to the Representatives such written opinion or opinions, dated such Time of
Delivery, in form and substance satisfactory to the Representatives, and such counsel shall
have received such papers and information as they may reasonably request to enable them to
pass upon such matters;
(c) Zhong Lun Law Firm, PRC counsel to the Underwriters, shall have furnished and
addressed to the Representatives their written opinion, dated such Time of Delivery, to the
effect set forth in Annex III, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such matters:
(d) Davis Polk & Wardwell LLP, U.S. counsel to the Company, shall have furnished to
the Representatives their written opinion, dated such Time of Delivery, to the effect set
forth in Annex IV, and such counsel shall have received such papers and information
as they may reasonably request to enable them to pass upon such matters;
(e) Jun He Law Offices, PRC counsel to the Company, shall have furnished to the
Representatives their written opinion, dated such Time of Delivery, to the effect set forth
in Annex V, and such counsel shall have received such papers and information as
they may reasonably request to enable them to pass upon such matters;
(f) Conyers Dill & Pearman, Cayman Islands counsel to the Company, shall have
furnished to the Representatives their written opinion, dated such Time of Delivery, to the
effect set forth in Annex VI, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such matters;
(g) Simmons & Simmons, Hong Kong S.A.R. counsel to the Company shall have furnished to
the Representatives their written opinion, dated such Time of Delivery, to the effect set
forth in Annex VII, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such matters;
(h) Counsel from the jurisdiction or organization or resident, as applicable, for each
Controlling Shareholder, shall have furnished to the Representatives their written opinion,
dated such Time of Delivery, to the effect set forth in Annex VIII, and such
counsel shall have received such
33
papers and information as they may reasonably request to enable them to pass upon such
matters;
(i) Patterson Belknap Webb & Tyler, counsel to the Depositary, shall have furnished to
the Representatives their written opinion, dated such Time of Delivery, to the effect set
forth in Annex IX, and such counsel shall have received such papers and information
as they may reasonably request to enable them to pass upon such matters;
(j) On the date of the Prospectus at a time prior to the execution of this Agreement,
at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to
the Registration Statement filed subsequent to the date of this Agreement and also at each
Time of Delivery, Deloitte Touche Tohmatsu CPA Ltd. shall have furnished to the
Representatives a letter or letters, dated the respective dates of delivery thereof, in
form and substance satisfactory to the Representatives, to the effect set forth in
Annex X hereto;
(k) No Preliminary Prospectus, Pricing Prospectus, Issuer Free Writing Prospectus or
Prospectus or amendment or supplement to the Registration Statement, Preliminary
Prospectus, Pricing Prospectus or Prospectus shall have been filed to which the
Representatives shall have objected;
(l) (i) Neither the Company nor any of its subsidiaries shall have sustained since the
date of the latest audited financial statements included in the Pricing Prospectus any loss
or interference with its business from fire, explosion, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii)
since the respective dates as of which information is given in the Pricing Prospectus there
shall not have been any change in the share capital, short- or long-term debt of the
Company or any of its subsidiaries or any change, or any development involving a
prospective change, in or affecting the general affairs, management, financial position,
shareholders equity or results of operations of the Company and its subsidiaries,
otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which,
in any such case described in clause (i) or (ii), is in the judgment of the Representatives
so material and adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Shares being delivered at such Time of Delivery on
the terms and in the manner contemplated in the Prospectus;
(m) On or after the Applicable Time there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities generally on
the NASDAQ Global Market, New York Stock Exchange, The Stock Exchange of Hong Kong Limited
and the London
34
Stock Exchange, (ii) a suspension or material limitation in trading in the Companys
securities on the NASDAQ Select Global Market; (iii) a general moratorium on commercial
banking activities in New York, the Hong Kong S.A.R., London, the PRC or the Cayman Islands
declared by the relevant authorities, or a material disruption in commercial banking or
securities settlement or clearance services in the United States; (iv) a change or
development involving a prospective change in taxation affecting the Company, any of its
subsidiaries or the Shares or the ADSs or the transfer thereof; (v) the enactment,
publication, decree or other promulgation of any statute, regulation, rule or order of any
Governmental Agency materially affecting the business or operations of the Company or its
subsidiaries; (vi) the outbreak or escalation of hostilities or acts of terrorism involving
the United States, United Kingdom, the Hong Kong S.A.R., the PRC or the Cayman Islands or
the declaration by the United States, United Kingdom or the PRC of a national emergency or
war or (vii) the occurrence of any other calamity or crisis or any change in financial,
political or economic conditions or currency exchange rates or controls in the United
States, United Kingdom, Hong Kong, the PRC or Cayman Islands or elsewhere, if the effect of
any such event specified in clause (v), (vi) or (vii) in the sole judgment of the
Representatives makes it impracticable or inadvisable to proceed with the public offering
or the delivery of the Shares and ADSs being delivered at such Time of Delivery on the
terms and in the manner contemplated in the Prospectus;
(n) The ADSs to be sold by the Company at such Time of Delivery shall have been duly
listed on the NASDAQ Global Market, subject only to notice of issuance;
(o) The Depositary shall have furnished or caused to be furnished to the
Representatives at such Time of Delivery certificates satisfactory to the Representatives
evidencing the deposit with it of the Shares being so deposited against issuance of ADRs
evidencing the ADSs to be delivered by the Company at such Time of Delivery, and the
execution, countersignature (if applicable), issuance and delivery of ADRs evidencing such
ADSs pursuant to the Deposit Agreement;
(p) Each party set forth in Annex I attached hereto shall have entered into an
agreement (each a Lock-Up Agreement) in the form attached as Annex II hereto;
(q) The Company shall have complied with the provisions of Section 5(a)(iii) hereof
with respect to the furnishing of prospectuses on the New York Business Day next succeeding
the date of this Agreement; and
(r) The Company shall have furnished or caused to be furnished to the Representatives
at such Time of Delivery certificates of officers of the Company, respectively,
satisfactory to the Representatives as to the
35
accuracy of the representations and warranties of the Company, respectively, herein at
and as of such Time of Delivery, as to the performance by the Company of all of their
respective obligations hereunder to be performed at or prior to such Time of Delivery, and
as to such other matters as the Representatives may reasonably request, including, without
limitation, certificates of officers of the Company satisfactory to the Representatives
with respect to the memorandum and articles of association and other organizational
documents of the Company, all resolutions of the board of directors of the Company and
other corporate actions relating to this Agreement and the authorization, issue and sale of
the Shares and ADSs and the incumbency and specimen signatures of signing officers, and the
Company shall have furnished or caused to be furnished certificates as to the matters set
forth in subsections (a), (k) and (r) of this Section and as to such other matters as the
Representatives may reasonably request;
(s) There shall not be any litigation, proceedings, investigations, processes for
administrative sanctions or other actions initiated or threatened by any Governmental
Agency, in each case with due authority, against or involving any party hereto, in the PRC
or elsewhere, that seeks to declare non-compliance, unlawful or illegal, under PRC laws,
rules and regulations, the issuance and sales of the Shares and ADSs, the listing and
trading of the ADSs on the NASDAQ Global Market or the transactions contemplated by this
Agreement and the Deposit Agreement; and
(t) There shall not be any adverse legislative or regulatory developments related to
the M&A Rules and Related Clarifications which in the sole judgment of the Representatives
(after consultation with the Company if practicable) would make it inadvisable to proceed
with the public offering or the delivery of the Shares and ADSs being delivered at such
Time of Delivery on the terms and in the manner contemplated in this Agreement (including
any such development that results in either PRC counsel to the Company or PRC counsel to
the Underwriters not being able to confirm, on the date of the Prospectus at a time prior
to the execution of this Agreement and at such Time of Delivery, the respective opinions of
such counsel, each dated as of such Time of Delivery, respectively, and attached hereto as
Annex VI and Annex IV to this Agreement).
9. (a) The Company and each of the Controlling Shareholders jointly and severally,
will indemnify and hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, the ADS Registration Statement,
any Preliminary Prospectus, the Pricing
36
Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free
Writing Prospectus or any issuer information filed or required to be filed pursuant to
Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are incurred;
provided, however, that the Company and the Controlling Shareholders shall not be liable in
any such case to the extent that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, the ADS Registration Statement, any
Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or
supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in
conformity with written information furnished to the Company by any Underwriter through the
Representatives expressly for use therein.
(b) Without limitation of and in addition to its obligations under the other
paragraphs of this Section 9, the Company agrees to indemnify, defend and hold harmless
Morgan Stanley & Co. International plc (the DSP Underwriter) and its partners, directors
and officers, and any person who controls the DSP Underwriter within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of
the foregoing persons, from and against any loss, damage, expense, liability or claim
(including the reasonable cost of investigation) which, jointly or severally, the DSP
Underwriter or any such person may incur under the Act, the Exchange Act, the common law or
otherwise, insofar as such loss, damage, expense, liability or claim (i) arises out of or
is based upon (x) any of the matters referred to in Section 9(a) hereof, or (y) any untrue
statement or alleged untrue statement of a material fact contained in any material prepared
by or on behalf or with the consent of the Company for distribution to Directed Share
Participants in connection with the Directed Share Program or caused by any omission or
alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; (ii) is or was caused by the
failure of any Directed Share Participant to pay for and accept delivery of Reserved Shares
that the Directed Share Participant has agreed to purchase; or (iii) otherwise arises out
of or is based upon the Directed Share Program, provided, however, that the Company shall
not be responsible under this clause (iii) for any loss, claim, damage or liability (or
expenses relating thereto) that are finally judicially determined to have resulted from the
bad faith or gross negligence of the DSP Underwriter.
37
(c) Each Underwriter will severally and not jointly indemnify and hold harmless the
Company and each Controlling Shareholder against any losses, claims, damages or liabilities
to which the Company or such Controlling Shareholder may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, the ADS Registration Statement,
any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or
supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in the Registration Statement, the ADS
Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the
Prospectus, or any amendment or supplement thereto, or any issuer Free Writing Prospectus
in reliance upon and in conformity with written information furnished to the Company by
such Underwriter through the Representatives expressly for use therein; and will reimburse
the Company and each Controlling Shareholder for any legal or other expenses reasonably
incurred by the Company or such Controlling Shareholder in connection with investigating or
defending any such action or claim as such expenses are incurred,
(d) Promptly after receipt by an indemnified party under subsection (a), (b) or (c)
above of notice of the commencement of any action, such indemnified party shall, if a claim
in respect thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party shall not relieve it from any liability which it may have
to any indemnified party otherwise than under such subsection. In case any such action
shall be brought against any indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under such subsection for any legal expenses
of other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than
38
reasonable costs of investigation. No indemnifying party shall, without the written
consent of the indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim in respect
of which indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim) unless such
settlement, compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or on behalf
of any indemnified party.
(e) lf the indemnification provided for in this Section 9 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above
in respect of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company and the Controlling Shareholders on the one
hand and the Underwriters on the other from the offering of the ADSs. If, however, the
allocation provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under subsection (d)
above, then each indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company and the Controlling Shareholders on the
one hand and the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative benefits
received by the Company and the Controlling Shareholders on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company and the
Controlling Shareholders bear to the total underwriting discounts and commissions received
by the Underwriters hereunder, in each case as set forth in the table on the cover page of
the Prospectus. The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company or
any Controlling Shareholder on the one hand or the Underwriters on the other and the
parties relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company, each of the Controlling Shareholders and
the Underwriters agree that it would not be just and
39
equitable if contribution pursuant to this subsection (e) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations
referred to above in this subsection (e). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (e) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
subsection (e), no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Shares and ADSs underwritten by it and
distributed to the public were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The
Underwriters obligations in this subsection (e) to contribute are several in proportion to
their respective underwriting obligations and not joint.
(f) The obligations of the Company, the Controlling Shareholders under this Section 9
shall be in addition to any liability which the Company and the Controlling Shareholders
may otherwise have and shall extend, upon the same terms and conditions, to each person, if
any, who controls any Underwriter within the meaning of the Act and to each broker-dealer
affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9
shall be in addition to any liability which the respective Underwriters may otherwise have
and shall extend, upon the same terms and conditions, to each officer and director of the
Company (including any person who, with his or her consent, is named in the Registration
Statement as about to become a director of the Company) and any Controlling Shareholder and
to each person, if any, who controls the Company or any Controlling Shareholder within the
meaning of the Act.
10. (a) If any Underwriter shall default in its obligation to purchase the Shares and
ADSs which it has agreed to purchase hereunder at a Time of Delivery, the Representatives
may in their discretion arrange for the Representatives or another party or other parties
to purchase such Shares and ADSs on the terms contained herein. If within thirty-six hours
after such default by any Underwriter the Representatives do not arrange for the purchase
of such Shares and ADSs, then the Company shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties satisfactory to the
Representatives to purchase such Shares and ADSs on such terms. In the event that, within
the respective prescribed
40
periods, the Representatives notify the Company that the Representatives have so
arranged for the purchase of such Shares and ADSs, or the Company notify the
Representatives that they have so arranged for the purchase of such Shares and ADSs, the
Representatives or the Company shall have the right to postpone such Time of Delivery for a
period of not more than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the Representatives may
thereby be made necessary. The term Underwriter as used in this Agreement shall include
any person substituted under this Section with like effect as if such person had originally
been a party to this Agreement with respect to such Shares and ADSs.
(b) If, after giving effect to any arrangements for the purchase of the Shares and
ADSs of a defaulting Underwriter or Underwriters by the Representatives, the Company as
provided in subsection (a) above, the aggregate number of such Shares and ADSs which
remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares
and ADSs to be purchased at such Time of Delivery, then the Company shall have the right to
require each non-defaulting Underwriter to purchase the number of Shares and ADSs which
such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to
require each non-defaulting Underwriter to purchase its pro rata share (based on the number
of Shares and ADSs which such Underwriter agreed to purchase hereunder) of the Shares and
ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of the Shares and
ADSs of a defaulting Underwriter or Underwriters by the Representatives and the Company as
provided in subsection (a) above, the aggregate number of such Shares and ADSs which
remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares and ADSs
to be purchased at such Time of Delivery, or if the Company shall not exercise the right
described in subsection (b) above to require non-defaulting Underwriters to purchase Shares
and ADSs of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect
to the Second Time of Delivery, the obligations of the Underwriters to purchase, and of the
to sell, the Optional ADSs) shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter, the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 7 hereof and the indemnity and
41
contribution agreements in Section 9 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
11. The respective indemnities, agreements, representations, warranties and other
statements of the Company, the Controlling Shareholders and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of any Underwriter or any
controlling person of any Underwriter, or the Company, or any of the Controlling
Shareholders, or any officer or director or controlling person of the Company, or any
controlling person of any Controlling Shareholder, and shall survive delivery of and
payment for the Shares and ADSs.
12. (a) This Agreement shall become effective when the parties hereto have executed
and delivered this Agreement.
(b) If the Representatives elect to terminate this Agreement as provided in this
Section 12, the Company, the Controlling Shareholders and each other Underwriter shall be
notified promptly in writing.
(c) If this Agreement shall be terminated pursuant to Section 10 hereof, none of the
Company, any of the Controlling Shareholders shall then be under any liability to any
Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason,
any Shares or ADSs are not delivered by or on behalf of the Company as provided herein, the
Company will, upon the occurrence of any failure to complete the sale and delivery of the
Shares or ADSs, promptly (and, in any event, not later than 30 days), jointly and
severally, reimburse the Underwriters through the Representatives for all out-of-pocket
expenses approved in writing by the Representatives, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of the Shares or ADSs not so delivered, but the Company shall then be
under no further liability to any Underwriter in respect of the Shares or ADSs not so
delivered except as provided in Sections 7 and 9 hereof.
13. In all dealings hereunder, the Representatives shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of any Underwriter made or given by the
Representatives. All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile
transmission to the Representatives at, in the case of Goldman Sachs (Asia) L.L.C., 68th
Floor, Cheung Kong Center, 2 Queens Road Central, Hong Kong, facsimile number: (852)
2978-0440, Attention: Legal
42
Department and in the case of Morgan Stanley & Co. International plc, 25 Cabot Square,
Canary Wharf, London E14 4QA United Kingdom, facsimile number:
[ ], Attention: Equity
Syndicate Desk, with a copy to the Legal Department; if to the Company shall be delivered
or sent by mail, telex or facsimile transmission to 5th Floor, Block 57, No. 461 Hongcao
Road, Xuhui District, Shanghai 200233, Peoples Republic of China, Attention: Qi Ji; if to
any Controlling Shareholder shall be delivered or sent by mail, telex or facsimile
transmission to such Controlling Shareholder c/c 5th Floor, Block 57, No. 461 Hongcao Road,
Xuhui District, Shanghai 200233, Peoples Republic of China, Attention: Qi Ji; provided,
however, that any notice to an Underwriter pursuant to Section 9(d) hereof shall be
delivered or sent by mail, telex or facsimile transmission to such Underwriter at its
address set forth in its Underwriters Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the Representatives upon
request. Any such statements, requests, notices or agreements shall take effect upon
receipt thereof.
14. This Agreement shall be binding upon, and inure solely to the benefit of, the
Underwriters, the Company and the Controlling Shareholders and, to the extent provided in
Sections 9 and 11 hereof, the officers and directors of the Company and each person who
controls the Company, any Controlling Shareholder or any Underwriter, and their respective
heirs, executors, administrators, successors and assigns, and no other person shall acquire
or have any right under or by virtue of this Agreement. No purchaser of any of the ADSs
from any Underwriter shall be deemed a successor or assign by reason merely of such
purchase.
15. Each of the parties hereto irrevocably (i) agrees that any legal suit, action or
proceeding against the Company or the Controlling Shareholders brought by any Underwriter
or by any person who controls any Underwriter arising out of or based upon this Agreement
or the transactions contemplated hereby may be instituted in any New York Court, (ii)
waives, to the fullest extent it may effectively do so, any objection which it may now or
hereafter have to the laying of venue of any such proceeding and (iii) submits to the
exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the
Company and the Controlling Shareholders has appointed CT Corporation System, 111 Eighth
Avenue, New York, New York, as its authorized agent (the Authorized Agent) upon whom
process may be served in any such action arising out of or based on this Agreement or the
transactions contemplated hereby which may be instituted in any New York Court by any
Underwriter or by any person who controls any Underwriter, expressly consents to the
jurisdiction of any such court in respect of any such action, and waives any other
requirements of or objections to personal jurisdiction with respect thereto. Such
appointment shall be irrevocable. Each of the Company and
43
the Controlling Shareholders represents and warrants that the Authorized Agent has
agreed to act as such agent for service of process and agrees to take any and all action,
including the filing of any and all documents and instruments, that may be necessary to
continue such appointment in full force and effect as aforesaid; provided that if for any
reason the Authorized Agent named above ceases to act as Authorized Agent hereunder for the
Company and the Controlling Shareholders, the Company and the Controlling Shareholders will
appoint another person acceptable to the Representatives in the Borough of Manhattan, The
City of New York, New York, as Authorized Agent. Service of process upon the Authorized
Agent and written notice of such service to the Company shall be deemed, in every respect,
effective service of process upon the Company and the Controlling Shareholders as the case
may be.
16. In respect of any judgment or order given or made for any amount due hereunder
that is expressed and paid in a currency (the judgment currency) other than United States
dollars, the Company and the Controlling Shareholders, as the case may be, will indemnify
each Underwriter against any loss incurred by such Underwriter as a result of any variation
as between (i) the rate of exchange at which the United States dollar amount is converted
into the judgment currency for the purpose of such judgment or order and (ii) the rate of
exchange at which an Underwriter is able to purchase United States dollars with the amount
of the judgment currency actually received by such Underwriter. The foregoing indemnity
shall constitute a separate and independent obligation of the Company and the Controlling
Shareholders and shall continue in full force and effect notwithstanding any such judgment
or order as aforesaid. The term rate of exchange shall include any premiums and costs of
exchange payable in connection with the purchase of or conversion into United States
dollars.
17. Time shall be of the essence of this Agreement. As used herein, the term business
day shall mean any day when the Commissions office in Washington, D.C. is open for
business.
18. Each of the Company and the Controlling Shareholders acknowledges and agrees that
(i) the purchase and sale of the Shares and ADSs pursuant to this Agreement is an
arms-length commercial transaction between the Company and, the Controlling Shareholders,
on the one hand, and the several Underwriters, on the other, (ii) in connection therewith
and with the process leading to such transaction each Underwriter is acting solely as a
principal and not the agent or fiduciary of the Company or any Controlling Shareholder,
(iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the
Company or such Controlling Shareholder with respect to the offering contemplated hereby or
the process leading thereto (irrespective of whether such
44
Underwriter has advised or is currently advising the Company or any Controlling
Shareholder on other matters) or any other obligation to the Company or such Controlling
Shareholder except the obligations expressly set forth in this Agreement and (iv) each of
the Company and the Controlling Shareholders has consulted its own legal and financial
advisors to the extent it deemed appropriate. Each of the Company and, the Controlling
Shareholders agrees that it will not claim that the Underwriters, or any of them, has
rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to
the Company or any Controlling Shareholder, in connection with such transaction or the
process leading thereto.
19. This Agreement supersedes all prior agreements and understandings (whether written
or oral) among the Company, the Controlling Shareholders and the Underwriters, or any of
them, with respect to the subject matter hereof.
20. This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
21. Each of the Company, the Controlling Shareholders and each of the Underwriters
hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby.
22. This Agreement may be executed by any one or more of the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
23. If the foregoing is in accordance with the understanding of the Representatives,
please sign and return to us seven counterparts hereof, and upon the acceptance
hereof by the Representatives, on behalf of each of the Underwriters, this letter and such
acceptance hereof shall constitute a binding agreement between each of the Underwriters and
the Company, the Controlling Shareholders. It is understood that acceptance by the
Representatives of this letter on behalf of each of the Underwriters is pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of which shall be
submitted to the Company and the Controlling Shareholders for examination upon request, but
without warranty on the part of the Representatives as to the authority of the signers
thereof.
[REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY]
45
|
|
|
|
|
|
Very truly yours,
China Lodging Group, Limited
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
Controlling Shareholder
|
|
|
|
|
|
|
|
Qi Ji |
|
|
|
|
|
|
|
Controlling Shareholder
Winner Crown Holdings Limited
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
[Representatives Signature Page Follows]
|
|
|
|
|
Accepted as of the date hereof:
Goldman Sachs (Asia) L.L.C.
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
Morgan Stanley & Co. Incorporated
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
On behalf of each of the Underwriters
SCHEDULE I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
Optional |
|
|
|
Total |
|
|
ADSs to be |
|
|
|
Number of |
|
|
Purchased if |
|
|
|
ADSs |
|
|
Maximum |
|
|
|
to be |
|
|
Option |
|
Underwriter |
|
Purchased |
|
|
Exercised |
|
|
|
|
|
Goldman
Sachs (Asia) L.L.C. |
|
|
|
|
|
|
|
|
Morgan Stanley & Co. International plc |
|
|
|
|
|
|
|
|
Oppenheimer & Co. Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
SCHEDULE II
(a) Issuer Free Writing Prospectuses Not Included in the Pricing Disclosure Package:
1. Electronic roadshow presentation, available at www.netroadshow.com
(b) Materials other than the Pricing Prospectus that comprise the Pricing
Disclosure Package:
1. Issuer Free Writing Prospectus, dated march 15, 2010;
2. The initial price to the public of US$[] per ADS;
ANNEX I
List of parties to be locked up
Qi Ji
John Jiong Wu
Tongtong Zhao
Min Fan
Ping Ping
Yan Huang
Tuo (Matthew) Zhang
Min (Jenny) Zhang
Haijun Wang
Winner Crown Holdings Limited
East Leader International Limited
Chengwei Partners, L.P.
Chengwei Ventures Evergreen Fund, L.P.
Chengwei Ventures Evergreen Advisors Fund, LLC
CDH Courtyard Limited
Pinpoint Capital 2006 A Limited
Northern Light Venture Fund, L.P.
Northern Light Partners Fund, L.P.
Northern Light Strategic Fund, L.P.
IDG-Accel China Growth Fund L.P.
IDG-Accel China Growth Fund-A L.P.
IDG-Accel China Investors L.P.
Jihua Ma
Shengli Wang
Rongying Xue
Crown Horse Limited
Zhen Gao
Qinghua Cai
Huiqiu Cheng
Ge Feng
Global Crystal Consultants Limited
Mingxiu Li
Jacob International Limited
Bo Li
Hei Ho Tong
Hui Wan
Jun Zhu
Richtime Dev. Limited
Lee Alexander Wang
Ctrip International, Ltd. and
optionholders with options vesting within 60 days of the date hereof
ANNEX II
Form of Lock-Up Agreement
[ ], 2009
Goldman Sachs (Asia) L.L.C.,
68th Floor, Cheung Kong Center
2 Queens Road Central
Hong Kong
Morgan Stanley & Co. International plc
25 Cabot Square, Canary Wharf
London E14 4QA
United Kingdom
Re: China Lodging Group, Limited Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the Representatives), propose to
enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to
such agreement (collectively, the Underwriters), with China Lodging Group, Limited, a Cayman
Islands corporation (the Company), providing for a public offering (the Public Offering) of
American Depositary Shares (the ADSs) representing ordinary shares of the Company, par value
US$0.001 per share (the Ordinary Shares), pursuant to a Registration Statement on Form F-1 (File
No. 333-165247) and a Registration Statement on Form F-6 (File No. 333-165402) to be filed with the
U.S. Securities and Exchange Commission (the SEC).
In consideration of the agreement by the Underwriters to offer and sell the ADSs, and of other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the
undersigned agrees that, during the period specified in the following paragraph (the Lock-Up
Period), the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to
purchase, purchase any option or contract to sell, make any short sale, lend or otherwise dispose
of any ADSs or Ordinary Shares or any securities of the Company that are substantially similar to
the ADSs or Ordinary Shares of the Company, or any options or warrants to purchase any ADSs or
Ordinary Shares of the Company, or any securities convertible into, exchangeable for or that
represent the right to receive ADSs or Ordinary Shares of the Company, whether now owned or
hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with
respect to which the undersigned has beneficial ownership within the rules and regulations of the
SEC (collectively the Undersigneds Shares) or (ii) make any demand for or exercise any right
with respect to
the registration of any securities of the Company or any securities convertible into or
exercisable or exchangeable for any securities of the Company; provided, however, that the
restrictions in clause (1) shall not apply to (x) transactions relating to ADSs acquired in open
market transactions after the completion of the Public Offering or to ADSs, if any, acquired as
part of the Directed Share Program, provided that no filing under Section 16(a) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), shall be required or shall be voluntarily
made in connection with subsequent sales of ADSs, Shares or other securities acquired in such open
market transactions, or (y) if applicable, the sale of Shares to Ctrip.com International Ltd.
(Ctrip) in connection with a private placement pursuant to a Share Purchase Agreement, dated as
of March 12, 2010, among Ctrip and certain shareholders of the Company. The foregoing restriction
is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction
which is designed to or which reasonably could be expected to lead to or result in a sale or
disposition of the Undersigneds Shares even if such Shares would be disposed of by someone other
than the undersigned. Such prohibited hedging or other transactions would include without
limitation any short sale or any purchase, sale or grant of any right (including without limitation
any put or call option) with respect to any of the Undersigneds Shares or with respect to any
security that includes, relates to, or derives any significant part of its value from such Shares.
The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue
for 180 days after the public offering date set forth on the final prospectus used to sell the ADSs
(the Public Offering Date) pursuant to the Underwriting Agreement; provided, however, that if (1)
during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or
announces material news or a material event or (2) prior to the expiration of the initial Lock-Up
Period, the Company announces that it will release earnings results during the 15-day period
following the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be
automatically extended until the expiration of the 18-day period beginning on the date of release
of the earnings results or the announcement of the material news or material event, as applicable,
unless the Representatives waive, in writing, such extension.
The undersigned hereby acknowledges that the Company has agreed in the Underwriting Agreement
to provide written notice of any event that would result in an extension of the Lock-Up Period
pursuant to the previous paragraph to the undersigned (in accordance with Section 13 of the
Underwriting Agreement) and agrees that any such notice properly delivered will be deemed to have
been given to, and received by, the undersigned. The undersigned hereby further agrees that, prior
to engaging in any transaction or taking any other action that is subject to the terms of this
Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the
34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the
Company and will not consummate such transaction or take any such action unless it has received
written confirmation from the Company that the Lock-Up Period (as such may have been extended
pursuant to the previous paragraph) has expired.
Notwithstanding the foregoing, the undersigned may transfer the Undersigneds Shares (i) as a
bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by
the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the
undersigned or the immediate family of the undersigned, provided that the trustee of the trust
agrees to be bound in writing by the restrictions set forth herein, and provided further that any
such transfer shall not involve a disposition for value, or (iii) with the prior written consent of
the Representatives on behalf of the Underwriters. For purposes of this Lock-Up Agreement,
immediate family shall mean any relationship by blood, marriage or adoption, not more remote than
first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the
corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such
corporation; provided, however, that in any such case, it shall be a condition to
the transfer that the transferee execute an agreement stating that the transferee is receiving and
holding such capital stock subject to the provisions of this Agreement and there shall be no
further transfer of such capital stock except in accordance with this Agreement, and provided
further that any such transfer shall not involve a disposition for value. The undersigned now has,
and, except as contemplated by clause (i), (ii), or (iii) above, for the duration of this Lock-Up
Agreement will have, good and marketable title to the Undersigneds Shares, free and clear of all
liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry
of stop transfer instructions with the Companys transfer agent and registrar against the transfer
of the Undersigneds Shares except in compliance with the foregoing restrictions.
The undersigned understands that the Company and the Underwriters are relying upon this
Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned
further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the
undersigneds heirs, legal representatives, successors, and assigns.
|
|
|
|
|
|
Very truly yours,
|
|
|
|
|
|
Exact Name of Shareholder |
|
|
|
|
|
|
|
|
Authorized Signature |
|
|
|
|
|
|
|
|
Title |
|
|
|
|
|
corresp
March 18, 2010
VIA EDGAR
Jennifer Gowetski, Senior Counsel
Kevin Woody, Accounting Branch Chief
Erin Martin, Attorney-Advisor
Howard Efron, Staff Accountant
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 3010
Washington, D.C. 20549
|
Re: |
|
China Lodging Group, Limited Amendment No. 3 to Registration Statement on
Form F-1 Publicly Filed on March 5, 2010 |
Dear Ms. Gowetski:
On behalf of our client, China Lodging Group, Limited, a corporation organized under the laws
of the Cayman Islands, we are filing herewith Amendment No. 3 to the Registration Statement on Form
F-1 (the Amendment No. 3). For ease of your reference, we will deliver to you 10 copies of this
Amendment No. 3.
If you have any questions regarding this Amendment No. 3, please do not hesitate to call me at
+86-10-8567-5002 or my colleague, Li He, at +86-10-8567-5005.
* * * *
|
|
|
|
|
|
Yours sincerely,
|
|
|
/s/ Howard Zhang
|
|
|
Howard Zhang |
|
|
|
|
|
|
|
|
Enclosures
cc: |
|
Tuo (Matthew) Zhang, Chief Executive Officer
Min (Jenny) Zhang, Chief Financial Officer
|
|
|
|
China Lodging Group, Limited |
|
|
|
John Wilde, Partner
Bonnie Zhang, Partner
|
|
|
|
Deloitte Touche Tohmatsu CPA Ltd. |
|
|
|
Chris Lin, Partner |
|
|
|
Simpson Thacher & Bartlett LLP |