SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 1)*
Information to be Included in Statements Filed Pursuant to § 240.13-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
China Lodging Group, Limited
(Name of Issuer)
Ordinary Shares, Par Value $0.0001 Per Share
(Title of Class of Securities)
G21182 103
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G21182 103 | 13G | Page 2 of 14 Pages |
| 1 |
Names of Reporting Persons
Qi Ji | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Singapore | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
114,824,516 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
79,824,516 | |||||
| 8 | Shared Dispositive Power
35,000,000 | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
114,824,516 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row 9
47.2% | |||||
| 12 |
Type of Reporting Person
IN | |||||
| CUSIP No. G21182 103 | 13G | Page 3 of 14 Pages |
| 1 |
Names of Reporting Persons
Winner Crown Holdings Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
British Virgin Islands | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
79,607,849 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
79,607,849 | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
79,607,849 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row 9
32.7% | |||||
| 12 |
Type of Reporting Person
CO | |||||
| CUSIP No. G21182 103 | 13G | Page 4 of 14 Pages |
| 1 |
Names of Reporting Persons
Sherman Holdings Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Commonwealth of the Bahamas | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
79,607,849 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
79,607,849 | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
79,607,849 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row 9
32.7% | |||||
| 12 |
Type of Reporting Person
CO | |||||
| CUSIP No. G21182 103 | 13G | Page 5 of 14 Pages |
| 1 |
Names of Reporting Persons
Credit Suisse Trust Limited, as Trustee of the Ji Family Trust | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Singapore | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
79,607,849 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
79,607,849 | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
79,607,849 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row 9
32.7% | |||||
| 12 |
Type of Reporting Person
CO | |||||
| CUSIP No. G21182 103 | 13G | Page 6 of 14 Pages |
| 1 |
Names of Reporting Persons
Tongtong Zhao | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Canada | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
1,924,671 | ||||
| 6 | Shared Voting Power
35,000,000 | |||||
| 7 | Sole Dispositive Power
36,924,671 | |||||
| 8 | Shared Dispositive Power
0 | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,924,671 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row 9
15.2% | |||||
| 12 |
Type of Reporting Person
IN | |||||
| CUSIP No. G21182 103 | 13G | Page 7 of 14 Pages |
| 1 |
Names of Reporting Persons
East Leader International Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
British Virgin Islands | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
36,870,504 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
36,870,504 | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,870,504 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row 9
15.2% | |||||
| 12 |
Type of Reporting Person
CO | |||||
| CUSIP No. G21182 103 | 13G | Page 8 of 14 Pages |
| 1 |
Names of Reporting Persons
Perfect Will Holdings Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
British Virgin Islands | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
36,870,504 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
36,870,504 | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,870,504 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row 9
15.2% | |||||
| 12 |
Type of Reporting Person
CO | |||||
| CUSIP No. G21182 103 | 13G | Page 9 of 14 Pages |
| Item 1 | (a). |
Name of Issuer: | ||||||||||
| China Lodging Group, Limited | ||||||||||||
| Item 1 | (b). |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| No. 2266 Hongqiao Road, Changning District Shanghai 200336, People’s Republic of China |
||||||||||||
| Item 2 | (a). |
Name of Persons Filing: | ||||||||||
| I: | Qi Ji | |||||||||||
| II: | Winner Crown Holdings Limited | |||||||||||
| III: | Sherman Holdings Limited | |||||||||||
| IV: | Credit Suisse Trust Limited, as Trustee of the Ji Family Trust | |||||||||||
| V: | Tongtong Zhao | |||||||||||
| VI: | East Leader International Limited | |||||||||||
| VII: | Perfect Will Holdings Limited | |||||||||||
| Item 2 | (b). |
Address of Principal Business Office or, if None, Residence: | ||||||||||
| I: | The home address for Qi Ji is: | |||||||||||
| 72 Bayshore Road #24-15 Costa Del Sol, Singapore 469988 |
||||||||||||
| II: | The principal business office for Winner Crown Holdings Limited is: | |||||||||||
| No. 2266 Hongqiao Road, Changning District Shanghai 200336, People’s Republic of China |
||||||||||||
| III: | The principal business office for Sherman Holdings Limited is: | |||||||||||
| The Bahamas Financial Centre Shirley & Charlotte Streets P.O. Box N-3023 Nassau Bahamas |
||||||||||||
| IV: | The principal business office for Credit Suisse Trust Limited is: | |||||||||||
| 1 Raffles Link, #05-02 Singapore 039393 |
||||||||||||
| CUSIP No. G21182 103 | 13G | Page 10 of 14 Pages |
| V: | The home address for Tongtong Zhao is: | |||||||||||
| No. 9 Lane 699 Cuibai Road Shanghai 201206, People’s Republic of China |
||||||||||||
| VI: | The principal business office for East Leader International Limited is: | |||||||||||
| Room 22 C, Building 5, 118 Long Zi Yun Road Shanghai 200051, People’s Republic of China |
||||||||||||
| VII: | The principal business office for Perfect Will Holdings Limited is: | |||||||||||
| c/o Sarasin Trust Company (Singapore) Limited 77 Robinson Road, #31-00 Singapore 068896 |
||||||||||||
| Item 2 | (c). |
Citizenship: | ||||||||||
| See Item 4 of each cover page. | ||||||||||||
| Item 2 | (d). |
Title of Class of Securities: | ||||||||||
| Ordinary Share, par value US$0.0001 per share. | ||||||||||||
| Item 2 | (e). |
CUSIP Number: | ||||||||||
| G21182 103 | ||||||||||||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| Not Applicable | ||||||||||||
| CUSIP No. G21182 103 | 13G | Page 11 of 14 Pages |
| Item 4. | Ownership: | |||||||||
| (a) | Amount beneficially owned: | |||||||||
| I: | Qi Ji beneficially owns 114,824,516 ordinary shares, including 216,667 vested options. | |||||||||
| II. | Winner Crown Holdings Limited (“Winner Crown”) owns of record 79,607,849 ordinary shares. | |||||||||
| III: | Sherman Holdings Limited owns all of the equity interests in Winner Crown and is wholly owned by Credit Suisse Trust Limited, as Trustee of the Ji Family Trust (“CS Trustee”). | |||||||||
| IV: | CS Trustee owns all the equity interests in Winner Crown. It acts as trustee of the Ji Family Trust of which Qi Ji and his family members are the beneficiaries. CS Trustee disclaims beneficial ownership of the ordinary shares. The filing of this Schedule 13G should not be deemed an admission that CS Trustee is the beneficial owner of such ordinary shares for any purpose. | |||||||||
| V: | Tongtong Zhao beneficially owns 36,924,671 ordinary shares, including 54,167 vested options. | |||||||||
| VI: | East Leader International Limited (“East Leader”) owns of record 36,870,504 ordinary shares, including: (i) 15,000,000 ordinary shares, over which Qi Ji has voting power pursuant to a power of attorney dated February 25, 2010, and (ii) 4,000,000 restricted ADSs representing 16,000,000 ordinary shares, 930,000 ADSs representing 3,720,000 ordinary shares and 280,000 ordinary shares held by East Leader, over which Qi Ji has voting power pursuant to a power of attorney dated March 29, 2011. | |||||||||
| VII: | Perfect Will Holdings Limited owns all of the equity interest in East Leader and is wholly owned by Asia Square Holdings Ltd., as nominee for Sarasin Trust Company (Singapore) Limited (“Sarasin Trust”). Sarasin Trust acts as trustee of the Tanya Trust of which Tongtong Zhao, a co-founder and independent director of the Issuer, and her family members are the beneficiaries. | |||||||||
| (b) | Percent of class: | |||||||||
| See Item 11 of each cover page. | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| See Item 5 of each cover page. | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| See Item 6 of each cover page. | ||||||||||
| (iii) | Sole power to dispose or direct the disposition | |||||||||
| See Item 7 of each cover page. | ||||||||||
| (iv) | Shared power to dispose or direct the disposition | |||||||||
| See Item 8 of each cover page. | ||||||||||
| CUSIP No. G21182 103 | 13G | Page 12 of 14 Pages |
| Item 5. | Ownership of 5 Percent or Less of a Class: | |||||||||
| Not applicable | ||||||||||
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person: | |||||||||
| Not applicable | ||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: | |||||||||
| Not applicable | ||||||||||
| Item 8. | Identification and Classification of Members of the Group: | |||||||||
| Not applicable | ||||||||||
| Item 9. | Notice of Dissolution of Group: | |||||||||
| Not applicable | ||||||||||
| Item 10. | Certification: | |||||||||
| Not applicable | ||||||||||
| CUSIP No. G21182 103 | 13G | Page 13 of 14 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
| QI JI | ||
| By: | /s/ Qi Ji | |
| Name: Qi Ji | ||
| WINNER CROWN HOLDINGS LIMITED | ||
| By: | /s/ Qi Ji | |
| Name: Qi Ji | ||
| Title: Sole Director | ||
| SHERMAN HOLDINGS LIMITED | ||
| By: | /s/ Serene Chew /s/ Dominik Birri | |
| Authorized Signatories, for and on behalf of Bukit Merah Limited as Corporate Director of Sherman Holdings Limited | ||
| CREDIT SUISSE TRUST LIMITED | ||
| By: | /s/ Serene Chew /s/ Dominik Birri | |
| Authorized Signatories of Credit Suisse Trust Limited as Trustee of The JI Family Trust | ||
| TONGTONG ZHAO | ||
| By: | /s/ Qi Ji | |
| Name: Qi Ji | ||
| Title: Attorney-in-Fact | ||
| EAST LEADER INTERNATIONAL LIMITED | ||
| By: | /s/ Qi Ji | |
| Name: Qi Ji | ||
| Title: Attorney-in-Fact | ||
| PERFECT WILL HOLDINGS LIMITED | ||
| By: | /s/ Qi Ji | |
| Name: Qi Ji | ||
| Title: Attorney-in-Fact | ||
| CUSIP No. G21182 103 | 13G | Page 14 of 14 Pages |
EXHIBITS
| Exhibit Number |
Title | |
| 1 |
Joint Filing Agreement, dated February 14, 2012, among Qi Ji, Winner Crown Holdings Limited, Sherman Holdings Limited, Credit Suisse Trust Limited, Tongtong Zhao, East Leader International Limited and Perfect Will Holdings Limited | |
| 2 |
Power of Attorney, dated February 14, 2012, granted by Tongtong Zhao | |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares of China Lodging Group, Limited and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 14, 2012.
| QI JI | ||
| By: | /s/ Qi Ji | |
| Name: Qi Ji | ||
| WINNER CROWN HOLDINGS LIMITED | ||
| By: | /s/ Qi Ji | |
| Name: Qi Ji | ||
| Title: Sole Director | ||
| SHERMAN HOLDINGS LIMITED | ||
| By: | /s/ Serene Chew /s/ Dominik Birri | |
| Authorized Signatories, for and on behalf of Bukit Merah Limited as Corporate Director of Sherman Holdings Limited | ||
| CREDIT SUISSE TRUST LIMITED | ||
| By: | /s/ Serene Chew /s/ Dominik Birri | |
| Authorized Signatories of Credit Suisse Trust Limited as Trustee of The JI Family Trust | ||
| TONGTONG ZHAO | ||
| By: | /s/ Qi Ji | |
| Name: Qi Ji | ||
| Title: Attorney-in-Fact | ||
| EAST LEADER INTERNATIONAL LIMITED | ||
| By: | /s/ Qi Ji | |
| Name: Qi Ji | ||
| Title: Attorney-in-Fact | ||
| PERFECT WILL HOLDINGS LIMITED | ||
| By: | /s/ Qi Ji | |
| Name: Qi Ji | ||
| Title: Attorney-in-Fact | ||
Exhibit 2
POWER OF ATTORNEY
Know all men by these presents that Tongtong Zhao does hereby make, constitute and appoint Qi Ji or any other person acting at the direction of him, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: Sections 13(d) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G and any and all amendments thereto. In evidence thereof, the undersigned, being duly authorized, hereby execute this Power of Attorney as of February 14, 2012.
| TONGTONG ZHAO | ||
| By: | /s/ Tongtong Zhao | |
| Name: Tongtong Zhao | ||