UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: October 2011
Commission File Number: 001-34656
China Lodging Group, Limited
(Exact name of registrant as specified in its charter)
No. 2266 Hongqiao Road
Changning District
Shanghai 200336
People’s Republic of China
(86) 21 6195-2011
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| China Lodging Group, Limited | ||||
| By: | /s/ Tuo (Matthew) Zhang | |||
| Name: | Tuo (Matthew) Zhang | |||
| Title: | Chief Executive Officer | |||
Date: October 25, 2011
2
EXHIBIT INDEX
| Exhibit |
Description | |
| Exhibit 99.1 | Press Release | |
| Exhibit 99.2 | Notice of Annual General Meeting | |
| Exhibit 99.3 | Form of Proxy for Annual General Meeting | |
| Exhibit 99.4 | Voting Instruction Card for American Depositary Shares | |
| Exhibit 99.5 | Depositary’s Notice of Shareholders’ Meeting of China Lodging Group, Limited | |
3
Exhibit 99.1
FINAL
Contact Information
Ida Yu
Investor Relations Manager
Tel: 86 (21) 6195 9561
Email: ir@htinns.com
http://ir.htinns.com
China Lodging Group, Limited to Hold 2011 Annual General Meeting on December 8, 2011
Shanghai, China, October 24, 2011 –China Lodging Group, Limited (NASDAQ: HTHT) (the “Company”), a leading and high-growth economy hotel chain operator in China, today announced that it will hold its 2011 annual general meeting of shareholders at No. 2266, Hongqiao Road, Changning District, Shanghai, People’s Republic of China on December 8, 2011 at 10 a.m., local time. Holders of record of ordinary shares of the Company at the close of business on October 25, 2011 are entitled to notice of, and to vote at, the annual general meeting or any adjournment or postponement thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company’s ADS program, Citibank, N.A.
The notice of the annual general meeting, which sets forth the resolutions to be submitted to shareholder approval at the meeting, is available on the Investor Relations section of the Company’s website at http://ir.htinns.com.
About China Lodging Group, Limited
China Lodging Group, Limited is a leading economy hotel chain operator in China. The Company provides business and leisure travelers with high-quality, and conveniently-located hotel products under three brands, namely, HanTing Seasons Hotel, HanTing Express Hotel, and HanTing Hi Inn. The Company’ ADSs, each of which represents four ordinary shares, are currently trading on the NASDAQ Global Market under the symbol “HTHT.” For more information about the Company, please visit http://ir.htinns.com.
Exhibit 99.2
CHINA LODGING GROUP, LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: HTHT)
NOTICE OF ANNUAL GENERAL MEETING
to Be Held on December 8, 2011
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of China Lodging Group, Limited (the “Company”) will be held at No. 2266 Hongqiao Road, Changning District, Shanghai, People’s Republic of China on December 8, 2011 at 10 a.m., local time, and at any adjourned or postponed meeting thereof, for the following purposes:
1. To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“RESOLVED, as an ordinary resolution:
THAT the appointment of Deloitte Touche Tohmatsu CPA Ltd. as auditor of the Company at a fee to be agreed by the Board be and is hereby is approved and confirmed, and where necessary ratified; and
THAT each director or officer of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolution as such director or officer, in his or her absolute discretion, thinks fit.”
1
The Board of Directors of the Company has fixed the close of business on October 25, 2011 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof.
Please refer to the proxy form, which is attached to and made a part of this notice. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned or postponed meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Citibank, N.A., the depositary of the Company’s ADS program.
Holders of record of the Company’s ordinary shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.
| By Order of the Board of Directors, |
| Qi Ji |
| Director |
Shanghai, October 25, 2011
2
Exhibit 99.3
CHINA LODGING GROUP, LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: HTHT)
Form of Proxy for Annual General Meeting
to Be Held on December 8, 2011
(or any adjourned or postponed meeting thereof)
Introduction
This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of China Lodging Group, Limited, a Cayman Islands exempted company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares, par value US$0.0001 per share, of the Company (the “Ordinary Shares”) to be exercised at the Annual General Meeting of the Company (the “AGM”) to be held at No. 2266, Hongqiao Road, Changning District, Shanghai, People’s Republic of China on December 8, 2011 at 10 a.m. (local time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”).
Only the holders of record of the Ordinary Shares at the close of business on October 25, 2011 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matter requiring shareholders’ vote at the AGM, each Ordinary Share is entitled to one vote. The quorum of the AGM is one shareholder holding no less than an aggregate of one-third of all voting share capital of the Company in issue present in person or by proxy and entitled to vote at the AGM. This Form of Proxy and the accompanying AGM Notice will be first mailed to the shareholders of the Company on or about November 1, 2011.
The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered office at the offices of Cricket Square, Hutchins Drive, P.O. box 2681, Grand Cayman, KY1-1111, Cayman Islands, with a copy delivered to its offices at No. 2266, Hongqiao Road, Changning District, Shanghai 200336, People’s Republic of China, or (ii) by voting in person at the AGM.
To be valid, this Form of Proxy must be completed, signed and returned to the Company’s offices (to the attention of: Wang Duo) at No. 2266, Hongqiao Road, Changning District, Shanghai 200336, People’s Republic of China as soon as possible so that it is received by the Company no later than 48 hours before the time of the AGM.
CHINA LODGING GROUP, LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: HTHT)
Form of Proxy for Annual General Meeting
to Be Held on December 8, 2011
(or any adjourned or postponed meeting thereof)
I/We of , being the registered holder of ordinary shares 1, par value US$0.0001 per share, of China Lodging Group, Limited (the “Company”), hereby appoint the Chairman of the Annual General Meeting 2 or of as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at No. 2266, Hongqiao Road, Changning District, Shanghai, People’s Republic of China, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit 3.
| No. |
RESOLUTION |
FOR 3 | AGAINST 3 | ABSTAIN 3 | ||||
| 3. | The resolution as set out in Item 1 of the Notice of Annual General Meeting regarding the appointment of Deloitte Touche Tohmatsu CPA Ltd as auditor of the Company. |
| Dated , 2011 | Signature(s) 4 |
|
| 1 | Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 2 | If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
| 3 | IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”. |
| 4 | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. |
Exhibit 99.4
Annual General Meeting of Shareholders
The Voting Instructions must be signed, completed and received at the indicated address prior to
10:00 A.M. (New York City time) on December 1, 2011 for action to be taken.
| 2011 VOTING INSTRUCTIONS | AMERICAN DEPOSITARY SHARES |
China Lodging Group, Limited (the “Company”)
| ADS CUSIP No.: | 16949N109, 16949N182. | |
| ADS Record Date: | October 25, 2011. | |
| Meeting Specifics: | Annual General Meeting (the “Meeting”) - December 8, 2011 at 10:00 a.m. (local time) at No. 2266 Hongqiao Road, Changning District, Shanghai, People’s Republic of China. | |
| Meeting Agendas: | Please refer to the Company’s Notice of Meeting enclosed herewith. | |
| Depositary: | Citibank, N.A. | |
| Deposit Agreement: | Deposit Agreement, dated as of March 25, 2010. | |
| Deposited Securities: | Ordinary shares, par value $0.0001 per share, of the Company. | |
| Custodian: | Citibank, N.A. - Hong Kong Office. |
The undersigned holder, as of the ADS Record Date, of the American Depositary Shares identified above (such American Depositary Shares, the “ADSs”), acknowledges receipt of a copy of the Depositary’s Notice of Meeting and hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof.
Please note that pursuant to Section 4.10 of the Deposit Agreement, the Depositary (or the Custodian) will vote on a show of hands unless a poll is demanded. When voting is made by show of hands, the Depositary shall vote or shall instruct the Custodian to vote in accordance with instructions received from a majority of Holders giving instructions. In case of a poll, the Depositary shall vote or cause the Custodian to vote in accordance with the instructions as received from the Holders giving instructions.
Please further note that, as set forth in Section 4.10 of the Deposit Agreement, under the Articles of Association of the Company (as in effect of the date thereof), a poll may be demanded at any meeting by (i) the chairman of the meeting, or (ii) at least three shareholders present in person, or a corporation’s representative, or by proxy for the time being entitled to vote at the meeting, or (iii) any shareholder present in person, or a corporation’s representative, or by proxy and representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the Meeting, or (iv) by a shareholder present in person, or a corporation’s representative, or by proxy and holding shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid on all shares conferring the right to vote at the meeting, or (v) if required by the rules of Nasdaq, by any director or directors who individually or collectively hold proxies in respect of shares representing 5% or more of the total voting rights at the Meeting. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of the ADSs.
Please also note that, in accordance with and subject to the terms of Section 4.10 of the Deposit Agreement, if voting is by poll and the Depositary shall not have received the Voting Instructions from an ADS Holder on or prior to the ADS Voting Instructions Deadline, such Holder shall be deemed and the Depositary shall deem such Holder to have instructed the Depositary to provide a discretionary proxy to a person designated by the Company for the purpose of exercising the voting rights pertaining to the Deposited Securities represented by such Holder’s ADSs; provided, however, that no such discretionary proxy will be given by the Depositary with respect to any matters as to which the Company informs the Depositary that (a) it does not wish such proxy to be given; (b) substantial opposition exists; or (c) the rights of Holders may be adversely affected.
Voting Instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities.
In addition, please note that the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities for the sole purpose of establishing a quorum at the Meeting.
Please indicate on the reverse side hereof how the Deposited Securities are to be voted.
The Voting Instructions must be marked, signed and returned on time in order to be counted.
By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the Voting Instructions contained herein.
| 1. | The resolution as set out in Item 1 of the Notice of Annual General Meeting regarding the appointment of Deloitte Touche Tohmatsu CPA Ltd. as auditor of the Company. |
| A | Issues China Lodging Group, Limited |
| For | Against | Abstain | ||||
| 1. Resolution |
¨ | ¨ | ¨ | |||
| B | Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. |
If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give voting instructions “FOR” the unmarked issue.
If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” voting instruction for such issue.
Please be sure to sign and date this Voting Instruction Card.
Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be in full name by a duly authorized officer with full title as such.
| Signature 1 - Please keep signature within the line | Signature 2 - Please keep signature within the line | Date (mm/dd/yyyy) | ||||||
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/ / | ||||||
Exhibit 99.5
| Time Sensitive Materials |
Depositary’s Notice of
Shareholders’ Meeting of
China Lodging Group, Limited
| ADSs: | American Depositary Shares. | |
| ADS CUSIP No.: | 16949N109, 16949N182. | |
| ADS Record Date: | October 25, 2011. | |
| Meeting Specifics: | Annual General Meeting - December 8, 2011 at 10:00 a.m. (local time) at No. 2266 Hongqiao Road, Changning District, Shanghai, People’s Republic of China. | |
| Meeting Agendas: | Please refer to the Company’s Notice of Annual General Meeting enclosed herewith. | |
| ADS Voting Instructions Deadline: | On or before 10:00 A.M. (New York City time) on December 1, 2011. | |
| Deposited Securities: | Ordinary shares, par value $0.0001 per share, of China Lodging Group, Limited, a company incorporated under the laws of the Cayman Islands. | |
| ADS Ratio: | 4 ordinary shares to 1 ADS. | |
| Depositary: | Citibank, N.A. | |
| Custodian(s) of Deposited Securities: | Citibank, N.A. - Hong Kong Office. | |
| Deposit Agreement: | Deposit Agreement, dated as of March 25, 2010, by and among the Company, the Depositary and all Holders and Beneficial Owners ADSs, issued thereunder. | |
To be counted, your Voting Instructions need to be received by the Depositary
prior to 10:00 A.M. (New York City time) on December 1, 2011.
Note that if you do not timely return the Voting Instructions to the
Depositary, the Deposited Securities represented by your ADSs may
nevertheless be voted upon the terms set forth in the Deposit Agreement.
The Company has announced that an Annual General Meeting of Shareholders (the “Meeting”) will be held at the date, time and location identified above.* Copies of the Notice of Annual General Meeting from the Company which includes the agenda for such Meeting is enclosed.
Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.
Upon timely receipt of signed and completed Voting Instructions from a Holder of ADSs, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and the provisions of the Deposited Securities to vote, or cause the Custodian to vote (by means of the appointment of a proxy or otherwise) the Deposited Securities in respect of which Voting Instructions have been received in accordance with the instructions contained therein.
Please note that pursuant to Section 4.10 of the Deposit Agreement, the Depositary (or the Custodian) will vote on a show of hands unless a poll is demanded. When voting is made by show of hands, the Depositary shall vote or shall instruct the Custodian to vote all Deposited Securities in accordance with instructions received from a majority of Holders giving instructions. In case of a poll, the Depositary shall vote or cause the Custodian to vote the Deposited Securities in accordance with the instructions as received from the Holders giving instructions.
Please further note that, as set forth in Section 4.10 of the Deposit Agreement, under the Articles of Association of the Company (as in effect of the date thereof), a poll may be demanded at any meeting by (i) the chairman of the meeting, or (ii) at least three shareholders present in person, or a corporation’s representative, or by proxy for the time being entitled to vote at the meeting, or (iii) any shareholder present in person, or a corporation’s representative, or by proxy and representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the Meeting, or (iv) by a shareholder present in person, or a corporation’s representative, or by proxy and holding shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid on all shares conferring the right to vote at the meeting, or (v) if required by the rules of Nasdaq, by any director or directors who individually or collectively hold proxies in respect of shares representing 5% or more of the total voting rights at the Meeting. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of the ADSs.
Please also note that, in accordance with and subject to the terms of Section 4.10 of the Deposit Agreement, if voting is by poll and the Depositary shall not have received the Voting Instructions from an ADS Holder on or prior to the ADS Voting Instructions Deadline, such Holder shall be deemed and the Depositary shall deem such Holder to have instructed the Depositary to provide a discretionary proxy to a person designated by the Company for the purpose of exercising the voting rights pertaining to the Deposited Securities represented by such Holder’s ADSs; provided, however, that no such discretionary proxy will be given by the Depositary with respect to any matters as to which the Company informs the Depositary that (a) it does not wish such proxy to be given; (b) substantial opposition exists; or (c) the rights of Holders may be adversely affected.
Voting Instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities.
In addition, please note that the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities for the sole purpose of establishing a quorum at the Meeting.
The information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forwarding this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in its entirety in the Deposit Agreement and summarized in the ADRs. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.
If you have any questions about the way in which Voting Instructions may be delivered to the Depositary, please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).
Citibank, N.A., as Depositary
| * | As set forth in the Deposit Agreement, Holders of record of ADRs as of the close of business on the ADS Record Date, will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company, and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holders’ ADSs. |