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 x  Form 40-F o

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): o

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): o

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.

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The document attached as exhibit 99.1 to this 6-K (except the sixth bullet point of the introductory paragraph and the section headed “Guidance” therein) shall be incorporated by reference into the Registrant’s Registration Statement on Form F-3 initially filed on October 26, 2017 (No. 333-221129).

EXHIBIT INDEX

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Exhibit 99.1

Contact Information

Investor Relations

Tel: +86 (21) 6195 9561

Email: ir@huazhu.com

http://ir.huazhu.com

China Lodging Group, Limited

Reports Third Quarter of 2017 Results

·                  A total of 3,656 hotels or 372,464 hotel rooms in operation as of September 30, 2017.

·                  Net revenues increased 33.8% year-over-year to RMB2,373.0 million (US$356.7 million) 1 for the third quarter of 2017, at the high-end of the guidance previously announced.

·                  EBITDA (non-GAAP) increased 55.4% year-over-year to RMB849.6 million (US$127.7 million) for the third quarter of 2017.

·                  Net income attributable to China Lodging Group, Limited increased 60.0% year-over-year to RMB470.1 million (US$70.7 million) for the third quarter of 2017.

·                  Basic earnings per ADS2 were RMB6.72 (US$1.01) and diluted earnings per ADS were RMB6.50 (US$0.98) for the third quarter of 2017. Excluding share-based compensation expenses, adjusted basic earnings per ADS (non-GAAP) were RMB6.94 (US$1.04) and adjusted diluted earnings per ADS (non-GAAP) were RMB6.71 (US$1.01) for the third quarter of 2017.

·                  The Company expects the Q4 2017 net revenues growth of 29% to 32% year-over-year; and projects the full year 2017 net revenues growth of 24% to 25%

Shanghai, China, November 28, 2017 — China Lodging Group, Limited (NASDAQ: HTHT) (“China Lodging Group”, “Huazhu” or the “Company”), a leading and fast-growing multi-brand hotel group in China, today announced its unaudited financial results for the third quarter ended September 30, 2017.

Third Quarter of 2017 Operational Highlights

·     During the third quarter of 2017, China Lodging Group opened 167 hotels, including 7 leased (“leased-and-operated”) hotels and 160 manachised (“franchised-and-managed”) hotels and franchised hotels.

The Company closed a total of 52 hotels, which included 9 leased hotels and 43 manachised and franchised hotels, during the third quarter of 2017. This was mainly due to:

a)                     The Company’s strategic focus to upgrade the quality of the product and service. The Company closed 13 hotels on a temporary basis for brand upgrade purposes and permanently removed 8 hotels from its network for their non-compliance with the brand and operating standards. These hotels were mainly related to the HanTing and Elan brands. By removing hotels of lower quality, the Company is able to provide a more consistent customer experience, which will help enhance both the brands and future profitability.

1 The conversion of Renminbi (“RMB”) into United States dollars (“US$”) is based on the exchange rate of US$1.00=RMB6.6533 on September 29, 2017 as set forth in H.10 statistical release of the U.S. Federal Reserve Board and available at http://www.federalreserve.gov/releases/h10/hist/dat00_ch.htm.

2 Each ADS represents four of the Company’s ordinary shares.

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b)                     Property related issues, including rezoning and returning of military-owned properties, and expiry of leases, which accounted for the closure of 22 hotels.

c)                      Operating losses from hotels located mainly in selected 3rd or lower tier cities which accounted for the closure of 9 hotels.

·     As of September 30, 2017, the Company had 684 leased and owned hotels, 2,766 manachised hotels, and 206 franchised hotels in operation in 375 cities. The number of hotel rooms in operation totaled 372,464, an increase of 15.4% from a year ago. As of September 30, 2017, the Company had a total number of 606 hotels contracted or under construction, including 38 leased hotels and 568 manachised and franchised hotels.

·   The ADR, which is defined as the average daily rate for all hotels in operation, was RMB218 in the third quarter of 2017, compared with RMB194 in the third quarter of 2016 and RMB199 in the previous quarter. The year-over-year increase of 12.1% was due to both an increase in ADR of the mature hotels, as well as an increase in the proportion of midscale and upscale hotels with higher ADR in the Company’s brand mix. The sequential increase resulted mainly from seasonality.

·   The occupancy rate for all hotels in operation was 93.1% in the third quarter of 2017, compared with 88.9% in the third quarter of 2016 and 90.1% in the previous quarter. The year-over-year increase of 4.2-percentage points due to improved performance across all brands as driven by strong travel demand and increasing popularity of the Company’s brands. The sequential increase resulted mainly from seasonality.

·   RevPAR, defined as revenue per available room for all hotels in operation, was RMB203 in the third quarter of 2017, compared with RMB173 in the third quarter of 2016 and RMB179 in the previous quarter. The year-over-year increase of 17.3% was attributable to both higher ADR and occupancy. The sequential increase resulted mainly from seasonality.

·   For all hotels which had been in operation for at least 18 months, the same-hotel RevPAR was RMB193 for the third quarter of 2017, representing a 9.5% increase from RMB177 for the third quarter of 2016, with a 4.5% increase in ADR and a 4.4-percentage-point increase in occupancy rate. The midscale and upscale hotels registered a 9.5% same-hotel RevPAR improvement, driven by a 5.2% increase in ADR and a 3.6-percentage-point increase in occupancy rate. The economy hotels also registered a 9.4% same-hotel RevPAR improvement, driven by a 4.3% increase in ADR and a 4.5-percentage-point increase in occupancy rate. Crystal Orange hotels3 will not be counted in the same-hotel RevPAR sample until they are in Huazhu system for 18 months.

3 As of September 30, 2017, the Company is still in the process of evaluating the purchase price allocation for Crystal Orange. Hence, the financial results for the second and third quarters of 2017 are based on the preliminary numbers for the purchase price allocation and are subject to change upon finalization.

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·   As of September 30, 2017, the Company’s loyalty program had approximately 97 million members, who contributed approximately 76% of room nights sold during the third quarter of 2017. In the third quarter of 2017, approximately 86% of room nights were sold through the Company’s own direct channels. The strong leisure travel demands as well as the expansion of our newly launched midscale brands attract increasing bookings from third party channels.

“Fueled by strong domestic travel demand, our same-hotel RevPAR growth accelerated to 9.5% in the third quarter, the highest in the past five years. The consumption upgrade in China continued to benefit both our economy and midscale hotels. Our flagship economy brand, HanTing, recorded a same-hotel RevPAR growth of 9.8%, driven by upgraded HanTing hotels. In addition, we have also recently rolled-out new models for our other two economy hotel brands, Elan and Hi Inn. We expect our upgraded economy hotel brands will provide better customer experience.” Said Ms. Jenny Zhang, Chief Executive Officer of China Lodging Group.

“In September, we had completed the integration of Crystal Orange into Huazhu’s platform, including operational and booking systems, membership program and back-office supports. In the third quarter, Crystal Orange hotels posted a 14.5% year-over-year growth in same-hotel RevPAR. At the end of the third quarter, midscale and upscale rooms accounted for 25% and 66% of our total room count in operation and in pipeline, respectively.” Ms. Zhang added.

Third Quarter of 2017 Financial Results

Net revenues for the third quarter of 2017 were RMB2,373.0 million (US$356.7 million), representing a 33.8% year-over-year increase and a 19.3% sequential increase. The year-over-year increase was primarily due to the Company’s hotel network expansion, improved blended RevPAR and the acquisition of Crystal Orange.

Net revenues from leased and owned hotels for the third quarter of 2017 were RMB1,857.8 million (US$279.2 million), representing an 33.6% year-over-year increase and a 20.4% sequential increase.

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Net revenues from manachised and franchised hotels for the third quarter of 2017 were RMB506.7 million (US$76.2 million), representing a 35.8% year-over-year increase and a 16.3% sequential increase. Net revenues from manachised and franchised hotels accounted for 21.4% of the Company’s net revenues in the third quarter of 2017, up from 21.0% a year ago.

Other revenues represent revenues generated from other than hotel businesses, which mainly include revenues from HuaZhu mall and the provision of IT products and services to outside customers, totaling RMB8.4 million (US$1.3 million) in the third quarter of 2017.

Hotel operating costs for the third quarter of 2017 were RMB1,504.1 million (US$226.1 million), compared to RMB1,249.7 million in the third quarter of 2016 and RMB1,348.3 million in the previous quarter, representing a 20.4% year-over-year increase and an 11.6% sequential increase. Total hotel operating costs excluding share-based compensation expenses (non-GAAP) for the third quarter of 2017 were RMB1,499.6 million (US$225.4 million), representing 63.2% of net revenues, compared to 70.3% for the third quarter in 2016 and 67.6% for the previous quarter. The year-over-year decrease in the percentage was mainly attributable to the improved blended RevPAR and increased portion of manachised-and-franchised revenue. The sequential decrease was mainly due to seasonality.

Selling and marketing expenses for the third quarter of 2017 were RMB51.6 million (US$7.8 million), compared to RMB31.3 million in the third quarter of 2016 and RMB45.3 million in the previous quarter. Selling and marketing expenses excluding share-based compensation expenses (non-GAAP) for the third quarter of 2017 were RMB51.2 million (US$7.7 million), or 2.2% of net revenues, compared to 1.8% for the third quarter of 2016 and 2.3% for the previous quarter.

General and administrative expenses for the third quarter of 2017 were RMB153.7 million (US$23.1 million), compared to RMB123.2 million in the third quarter of 2016 and RMB135.7 million in the previous quarter. General and administrative expenses excluding share-based compensation expenses (non-GAAP) for the third quarter of 2017 were RMB143.2 million (US$21.5 million), representing 6.1% of net revenues, compared with 6.5% of net revenues in the third quarter of 2016 and 6.2% in the previous quarter.

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Pre-opening expenses for the third quarter of 2017 were RMB67.6 million (US$10.2 million), representing a 304.7% year-over-year increase and a 56.8% sequential increase. The year-over-year and sequential increases were mainly because more midscale or upscale leased hotels and Crystal Orange hotels were under construction in the third quarter of 2017.

Income from operations for the third quarter of 2017 was RMB591.3 million (US$88.9 million), compared to RMB351.0 million in the third quarter of 2016 and RMB442.7 million in the previous quarter. The operating margin, defined as income from operations as percentage of net revenues, for the third quarter of 2017 was 24.9%, compared with 19.8% in the third quarter of 2016 and 22.3% in the previous quarter. The improved year-over-year operating margin was mainly attributable to the improved blended RevPAR.

Net income attributable to China Lodging Group, Limited for the third quarter of 2017 was RMB470.1 million (US$70.7 million), as 19.8% of net revenues, compared to RMB293.9 million, as 16.6% of net revenues in the third quarter of 2016 and RMB389.6 million, as 19.6% of net revenues in the previous quarter. This demonstrated a 60.0% year-over-year increase and a 20.6% sequential increase. The year-over-year and sequential increases were mainly attributable to the Company’s expanded hotel network, the improved blended RevPAR, and the acquisition of Crystal Orange.

Basic and diluted earnings per share/ADS. For the third quarter of 2017, basic earnings per share were RMB1.68 (US$0.25) and diluted earnings per share were RMB1.62 (US$0.24); basic earnings per ADS were RMB6.72 (US$1.01) and diluted earnings per ADS were RMB6.50 (US$0.98). For the third quarter of 2017, excluding share-based compensation expenses, adjusted basic earnings per share (non-GAAP) were RMB1.74 (US$0.26) and adjusted diluted earnings per share (non-GAAP) were RMB1.68 (US$0.25); adjusted basic earnings per ADS (non-GAAP) were RMB6.94 (US$1.04) and adjusted diluted earnings per ADS (non-GAAP) were RMB6.71 (US$1.01).

EBITDA (non-GAAP) for the third quarter of 2017 was RMB849.6 million (US$127.7 million), as 35.8% of net revenues, compared with RMB546.7 million, as 30.8% of net revenues in the third quarter of 2016 and RMB703.1 million, as 35.3% of net revenues in the previous quarter. This demonstrated a 55.4% year-over-year increase and a 20.8% sequential increase.

Cash flow. Operating cash inflow for the third quarter of 2017 was RMB888.5 million (US$133.5 million). Investing cash outflow for the third quarter of 2017 was RMB519.9 million (US$78.1 million).

Cash and cash equivalents and Restricted cash. As of September 30, 2017, the Company had a total balance of cash and cash equivalents and restricted cash of RMB3,826.6 million (US$575.1 million).

Debt financing. As of September 30, 2017, the Company had a total loan balance of RMB3,716.7 million (US$558.6 million), including a syndicated loan of US$500.0 million for the acquisition of Crystal Orange, which was drawn down in May 2017.

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Guidance

For the fourth quarter of 2017, the Company expects net revenues to grow 29% to 32% year-over-year. For the full year of 2017, the Company projects net revenues growth in the range of 24% to 25%.

The Company reaffirms gross opening of approximately 500 hotels in 2017, on top of the 138 hotels added to its network through the Crystal Orange acquisition. The Company anticipates to increase the gross opening to 650-700 hotels in 2018, 60%-65% of which are midscale and upscale hotels.

The above forecast reflects the Company’s current and preliminary view, which is subject to change.

Conference Call

China Lodging Group’s management will host a conference call at 8 p.m. ET, Tuesday, November 28, 2017 (or 9 a.m. on Wednesday, November 29, 2017 in the Shanghai/Hong Kong time zone) following the announcement. To participate in the event by telephone, please dial +1 (855) 500 8701 (for callers in the US), +86 400 120 0654 (for callers in China Mainland), +852 3018 6776 (for callers in Hong Kong) or +65 6713 5440 (for callers outside of the US, China Mainland, and Hong Kong) and enter pass code 7888218.  Please dial in approximately 10 minutes before the scheduled time of the call.

A recording of the conference call will be available after the conclusion of the conference call through December 6, 2017. Please dial +1 (855) 452 5696 (for callers in the US) or +61 2 9003 4211 (for callers outside the US) and entering pass code 7888218.

The conference call will also be webcast live over the Internet and can be accessed by all interested parties at the Company’s Web site, http://ir.huazhu.com .

Use of Non-GAAP Financial Measures

To supplement the Company’s unaudited consolidated financial results presented in accordance with U.S. GAAP, the Company uses the following non-GAAP measures defined as non-GAAP financial measures by the SEC: hotel operating costs excluding share-based compensation expenses; general and administrative expenses excluding share-based compensation expenses; selling and marketing expenses excluding share-based compensation expenses; adjusted income from operations excluding share-based compensation expenses; adjusted net income attributable to China Lodging Group, Limited excluding share-based compensation expenses; adjusted basic and diluted earnings per share and per ADS excluding share-based compensation expenses; EBITDA; and adjusted EBITDA excluding share-based compensation expenses. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of GAAP and non-GAAP results” set forth at the end of this release. The Company believes that these non-GAAP financial measures provide meaningful supplemental information regarding Company performance by excluding share-based compensation expenses that may not be indicative of Company operating performance. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing Company performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to the Company’s historical performance. The Company believes these non-GAAP financial measures are also useful to investors in allowing for greater transparency with respect to supplemental information used regularly by Company management in financial and operational decision-making. A limitation of using non-GAAP financial measures excluding share-based compensation expenses is that share-based compensation expenses have been — and will continue to be — a significant recurring expense in the Company’s business. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to non-GAAP financial measures.

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The Company believes that EBITDA is a useful financial metric to assess the operating and financial performance before the impact of investing and financing transactions and income taxes, given the significant investments that the Company has made in leasehold improvements, depreciation and amortization expense that comprise a significant portion of the Company’s cost structure. In addition, the Company believes that EBITDA is widely used by other companies in the lodging industry and may be used by investors as a measure of financial performance. The Company believes that EBITDA will provide investors with a useful tool for comparability between periods because it eliminates depreciation and amortization expense attributable to capital expenditures. The Company also uses adjusted EBITDA, which is defined as EBITDA before share-based compensation expenses, to assess operating results of the hotels in operation. The Company believes that the exclusion of share-based compensation expenses helps facilitate year-on-year comparison of the results of operations as the share-based compensation expenses may not be indicative of Company operating performance. Therefore, the Company believes adjusted EBITDA more closely reflects the performance capability of hotels. The presentation of EBITDA and adjusted EBITDA should not be construed as an indication that the Company’s future results will be unaffected by other charges and gains considered to be outside the ordinary course of business.

The use of EBITDA and adjusted EBITDA has certain limitations. Depreciation and amortization expense for various long-term assets (including land use rights), income tax, interest expense and interest income have been and will be incurred and are not reflected in the presentation of EBITDA. Share-based compensation expenses have been and will be incurred and are not reflected in the presentation of adjusted EBITDA. Each of these items should also be considered in the overall evaluation of the results. The Company compensates for these limitations by providing the relevant disclosure of the depreciation and amortization, interest income, interest expense, income tax expense, share-based compensation expenses and other relevant items both in the reconciliations to the U.S. GAAP financial measures and in the consolidated financial statements, all of which should be considered when evaluating the performance of the Company.

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The terms EBITDA and adjusted EBITDA are not defined under U.S. GAAP, and neither EBITDA nor adjusted EBITDA is a measure of net income, operating income, operating performance or liquidity presented in accordance with U.S. GAAP. When assessing the operating and financial performance, investors should not consider these data in isolation or as a substitute for the Company’s net income, operating income or any other operating performance measure that is calculated in accordance with U.S. GAAP. In addition, the Company’s EBITDA or adjusted EBITDA may not be comparable to EBITDA or adjusted EBITDA — or similarly titled measures utilized by other companies — since such other companies may not calculate EBITDA or adjusted EBITDA in the same manner as the Company does.

Reconciliations of the Company’s non-GAAP financial measures, including EBITDA and adjusted EBITDA, to the consolidated statement of operations information are included at the end of this press release.

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, Orange Hotel, Orange Hotel Select, Crystal Orange Hotel, and VUE 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.

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For more information, please visit the Company’s website: http://ir.huazhu.com .

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: The information in this release contains forward-looking statements which involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, which may be identified by terminology such as “may,” “should,” “will,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “forecast,” “project,” or “continue,” the negative of such terms or other comparable terminology. Readers should not rely on forward-looking statements as predictions of future events or results. Any or all of the Company’s forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions, risks and uncertainties and other factors which could cause actual events or results to be materially different from those expressed or implied in the forward-looking statements. In evaluating these statements, readers should consider various factors, including the anticipated growth strategies of the Company, the future results of operations and financial condition of the Company, the economic conditions of China, the regulatory environment in China, the Company’s ability to attract customers and leverage its brands, trends and competition in the lodging industry, the expected growth of the lodging market in China and other factors and risks outlined in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 20-F and other filings. These factors may cause the Company’s actual results to differ materially from any forward-looking statement. In addition, new factors emerge from time to time and it is not possible for the Company to predict all factors that may cause actual results to differ materially from those contained in any forward-looking statements. Any projections in this release are based on limited information currently available to the Company, which is subject to change. This release also contains statements or projections that are based upon information available to the public, as well as other information from sources which the Company believes to be reliable, but it is not guaranteed by the Company to be accurate, nor does the Company purport it to be complete. The Company disclaims any obligation to publicly update any forward-looking statements to reflect events or circumstances after the date of this document, except as required by applicable law.

—Financial Tables and Operational Data Follow—

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China Lodging Group, Limited

Unaudited Condensed Consolidated Balance Sheets

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China Lodging Group, Limited

Unaudited Condensed Consolidated Statements of Comprehensive Income

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China Lodging Group, Limited

Unaudited Condensed Consolidated Statements of Cash Flows

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China Lodging Group, Limited

Unaudited Reconciliation of GAAP and Non-GAAP Results

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China Lodging Group, Limited

Unaudited Reconciliation of GAAP and Non-GAAP Results