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 November 2017
Commission File Number: 001-34656
China Lodging Group, Limited
(Translation of registrant’s name into English)
No. 2266 Hongqiao Road
Changning District
Shanghai 200336
People’s Republic of China
(86) 21 6195-2011
(Address of principal executive office)
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 ☒ 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):___
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 | ||
| (Registrant) | ||
| Date: November 14, 2017 | By: |
/s/ Min (Jenny) Zhang |
| Name: | Min (Jenny) Zhang | |
| Title: | Chief Executive Officer |
EXHIBIT INDEX
| Exhibit Number | 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 99.1
November 6, 2017
China Lodging Group, Limited to Hold 2017 Annual General Meeting on December 13, 2017
SHANGHAI, China, Nov. 06, 2017 (GLOBE NEWSWIRE) -- China Lodging Group, Limited (NASDAQ:HTHT) (the "Company"), a leading and fast-growing multi-brand hotel group in China, today announced that it will hold its 2017 annual general meeting of shareholders at No. 2266, Hongqiao Road, Changning District, Shanghai, People's Republic of China on December 13, 2017 at 10:00 a.m., local time. Holders of record of ordinary shares of the Company at the close of business on November 2, 2017 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.huazhu.com.
About China Lodging Group, Limited
China Lodging Group, Limited is a leading hotel operator and franchisor in China. As of September 30, 2017, the Company had 3,656 hotels or 372,464 rooms in operation in 375 cities. With a primary focus on economy and midscale hotel segments, China Lodging Group's brands include Hi Inn, HanTing Hotel, Elan Hotel, HanTing Plus Hotel, JI Hotel, Starway Hotel, Manxin Hotel, Joya Hotel, CitiGo Hotel, VUE Hotel, Crystal Orange Hotel, Orange Hotel Select, and Orange Hotel. The Company also has the rights as master franchisee for Mercure, Ibis and Ibis Styles, and co-development rights for Grand Mercure and Novotel, in Pan-China region.
The Company's business includes leased and owned, manachised and franchised models. Under the lease and ownership model, the Company directly operates hotels typically located on leased or owned properties. Under the manachise model, the Company manages manachised hotels through the on-site hotel managers it appoints and collects fees from franchisees. Under the franchise model, the Company provides training, reservation and support services to the franchised hotels and collects fees from franchisees but does not appoint on-site hotel managers. The Company applies a consistent standard and platform across all of its hotels. The Company applies a consistent standard and platform across all of its hotels. As of September 30, 2017, China Lodging Group operates 23 percent of its hotel rooms under lease and ownership model, 77 percent under manachise and franchise models.
For more information, please visit the Company's website: http://ir.huazhu.com.
Contact Information
Ida Yu
Sr. Manager, Investor Relations Tel: +86 (21) 6195 9561
Email: ir@huazhu.com
http://ir.huazhu.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 13, 2017
(or any adjourned 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 December13, 2017 at 10:00 a.m., local time, and at any adjourned 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 Certified Public Accountants LLP. as auditor of the Company at a fee to be agreed by the Board be and is hereby 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.”
The Board of Directors of the Company has fixed the close of business on November 2, 2017 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 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 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 | ||
| Executive Chairman |
Shanghai, November 6, 2017
1
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 13, 2017
(or any adjourned 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 13, 2017 at 10:00 a.m. (local time), and at any adjourned 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 November 2, 2017 (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 9, 2017.
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 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: Hu Yan) 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 13, 2017
(or any adjourned 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 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 | ||||||||||
| 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. | |||||||||||||
| Dated , 2017 | 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. |