1、CHINA LODGING GROUP, LTDFORM 424B4(Prospectus filed pursuant to Rule 424(b)(4)Filed 03/26/10TelephoneCIKSymbolSIC CodeFiscal Year86-21-5153-94770001483994HTHT7011 - Hotels and Motels12/31http:/www.edgar- Copyright 2010, EDGAR Online, Inc. All Rights Reserved.Distribution and use of this document res
2、tricted under EDGAR Online, Inc. Terms of Use.Table of ContentsTable of ContentsFiled pursuant to Rule 424(b)(4)Registration No. 333-1652479,000,000 American Depositary SharesChina Lodging Group, LimitedRepresenting 36,000,000 Ordinary SharesThis is our initial public offering. We are offering 9,000
3、,000 American depositary shares, or ADSs, each representing four of ourordinary shares, par value US$0.0001 per share. No public market currently exists for our ordinary shares or ADSs.The initial public offering price per ADS is US$12.25. Our ADSs have been approved for listing on the NASDAQ Global
4、Market under the symbol “HTHT.”Investing in our ADSs involves a high degree of risk. See “Risk Factors” beginning on page 13.Per ADS TotalPublic offering price US$ 12.25 US$110,250,000Underwriting discount US$ 0.8575 US$ 7,717,500Proceeds, before expenses, to us US$11.3925 US$102,532,500We have gran
5、ted the underwriters a 30-day option to purchase up to 1,350,000 additional ADSs from us at the initial publicoffering price less the underwriting discount and commission.Delivery of our ADSs will be made on or about March 31, 2010.Neither the Securities and Exchange Commission nor any state securit
6、ies commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is acriminal offense.Goldman SachsOppenheimer “ADSs” are to our American depositary shares, each representing four ordinary shares;“China” or t
7、he “PRC” are to the Peoples Republic of China, excluding, for purposes of this prospectus, HongKong, Macau and Taiwan;“Ordinary shares” are to our ordinary shares, par value US$0.0001 per share;“Series A preferred shares” are to our Series A convertible preferred shares, par value US$0.0001 per shar
8、e;“Series B preferred shares” are to our Series B convertible redeemable preferred shares, par value US$0.0001 pershare;“RMB” and “Renminbi” are to the legal currency of China;“US$,” “U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States; and“we,” “us,” “our company,” “our
9、,” and “HanTing” refer to China Lodging Group, Limited, a Cayman Islandscompany, and its predecessor entities and subsidiaries.This prospectus contains translations of RMB amounts into U.S. dollars at specific rates solely for the convenience ofthe reader, and unless otherwise indicated, conversions
10、 of RMB into U.S. dollars in this prospectus are based on the exchangerate set forth in the H.10 weekly statistical release of the Federal Reserve Bank of New York, or the exchange rate, onDecember 31, 2009. We make no representation that any RMB or U.S. dollar amounts could have been, or could be,
11、convertedinto U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The PRC government imposes controls over itsforeign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and throughrestrictions on foreign trade. See “Risk Factors
12、 Risks Related to Doing Business in China Governmental control ofcurrency conversion may limit our ability to pay dividends in foreign currencies to our shareholders and therefore adverselyaffect the value of your investment” and “Risk Factors Risks Related to Doing Business in China Fluctuation in
13、the valueof the Renminbi may have a material adverse effect on your investment” for discussions of the effects of fluctuating exchangerates and currency control on the value of our ADSs. On March 19, 2010, the exchange rate was RMB6.8265 to US$1.00.This prospectus contains statistical data that we o
14、btained from various government and private publications. We havenot independently verified the data in these reports. Statistical data in these publications also include projections based on anumber of assumptions. If any one or more of the assumptions underlying the statistical data turns out to b
15、e incorrect, actualresults may differ from the projections based on these assumptions. In particular, this prospectus contains statistical dataextracted from two reports issued by Shanghai Inntie Hotel Management Consultant Co., Ltd., a PRC consulting and marketresearch firm specializing in economy
16、hotel business in the PRC. One report, publicly issued in March 2009, is titled Analysis ofEconomy Hotel Customers Future Demands , which we refer to as the March 2009 Inntie Report in this prospectus. The otherreport, issued in October 2009 and subsequently amended, is titled Analysis of Competitio
17、n among Economy Hotel Chains inChina , which we refer to as the October 2009 Inntie Report in this prospectus. The October 2009 Inntie Report wascommissioned by us for a fee that is more than nominal. Furthermore, this prospectus contains a ranking of Chinas top 20 cities,as measured by gross region
18、al product in 2007, issued by the National Bureau of Statistics of China.iiTable of ContentsPROSPECTUS SUMMARYThis summary highlights selected information appearing elsewhere in this prospectus. This summary may notcontain all of the information you should consider before investing in our ADSs. You
19、should carefully read thisprospectus, including our financial statements and related notes beginning on page F-1, and the registration statement ofwhich this prospectus is a part in their entirety before investing in our ADSs, especially the risks of investing in our ADSs,which we discuss under “Ris
20、k Factors.”OverviewWe operate a leading economy hotel chain in China. According to the October 2009 Inntie Report, we achievedthe highest revenues generated per available room, or RevPAR, and the highest occupancy rate in 2008 and for the firsthalf of 2009, and the highest growth rate in terms of th
21、e number of hotel rooms during the period from January 1, 2007 toJune 30, 2009, in each case among economy hotel chains in China with over 100 hotels or at least 10,000 hotel rooms.We mainly utilize a lease-and-operate model, under which we directly operate hotels that are typically located inprime
22、locations of selected cities. We also employ a franchise-and-manage model, under which we manage franchisedhotels, to expand our network coverage. We apply a consistent standard and platform across all of our hotels. As ofDecember 31, 2009, we had 173 leased-and-operated hotels and 63 franchised-and
23、-managed hotels. In addition, as of thesame date, we had 21 leased-and-operated hotels and 123 franchised-and-managed hotels under development.We offer three hotel products that are designed to target distinct groups of customers. Our flagship product,HanTing Express Hotel , targets knowledge worker
24、s and value-conscious travelers. Our premium product, HanTingSeasons Hotel , targets mid-level corporate managers and owners of small and medium enterprises, and our budgetproduct, HanTing Hi Inn , serves budget-constrained travelers. As a result of our customer-oriented approach, we havedeveloped s
25、trong brand recognition and a loyal customer base. We have received multiple awards, including “MostFavored Economy Hotel in 2008” by Traveler Magazine and “Most Suitable Economy Hotel for Business Travelers” byQ, one of the leading online travel search engines in China, in 2008. In 2009, approximat
26、ely 68% of our roomnights were sold to members of HanTing Club, our loyalty program.Our operation commenced with mid-scale limited service hotels and commercial property development andmanagement in 2005. We began migrating to our current business of operating and managing a multiple-product economy
27、hotel chain in 2007. Our total revenues grew from RMB249.4 million in 2007 to RMB1,333.9 million in 2009. Weincurred net losses attributable to our company of RMB111.6 million and RMB136.2 million in 2007 and 2008,respectively. We had net income attributable to our company of RMB42.5 million in 2009
28、.Industry BackgroundThe lodging industry in China consists of upscale luxury hotels such as four and five star hotels and otheraccommodations such as one, two and three star hotels and guest houses. The industry grew from approximately237,800 hotels in 2003 to approximately 315,900 hotels in 2008, a
29、nd 20.1 million rooms in 2003 to 27.3 million rooms in2008, according to Euromonitor International.The economy hotel industry in China, in particular the branded economy hotel chains, is at an early stage ofdevelopment and presents tremendous growth opportunities. We believe that a number of key fac
30、tors will continue todrive the strong growth of branded economy hotel chains:Chinas robust economic growth which drives overall travel and tourism industry;increasing domestic business travel, particularly with the growing importance of small and mediumenterprises;1Table of Contentsrapidly growing d
31、omestic leisure travel as a result of higher disposable income and changing lifestyle;increasing attractiveness of branded economy hotel chains; andemerging segmentation within the economy hotel industry.Our Competitive StrengthsWe believe that the following strengths differentiate us from our compe
32、titors and have enabled us to capture aleading position in the rapidly growing economy hotel industry in China:we have established a premium brand and achieved the highest RevPAR and occupancy rate in 2008 andfor the first half of 2009, according to the October 2009 Inntie Report;we have successfull
33、y established a portfolio of diversified products;we have adopted a disciplined return-driven development model with a proven track record;we have been able to achieve operational efficiency while improving productivity;we have an efficient and scalable operating system supported by advanced technol
34、ogy platform; andwe have an experienced management team supported by a well-trained workforce.Our StrategiesOur vision is to become one of the leading hotel groups in China. We intend to achieve this goal through thefollowing strategies:enhance our market leadership through prudent return-driven net
35、work expansion;meet evolving market demand through product diversification and customer segmentation;further enhance our brand recognition and expand our customer base by leveraging our loyalty program;continue to invest in human capital to support future growth; andcontinue to implement cost contro
36、l measures to enhance our profitability.Summary of Risk FactorsInvesting in our ADSs involves a high degree of risk. You should consider carefully the risks and uncertaintiessummarized below, the risks described under “Risk Factors,” beginning on page 13, the other information contained in thisprosp
37、ectus before you decide whether to purchase our ADSs.Our operating results are subject to conditions affecting the lodging industry in general, which include,among other things, changes and volatility in general economic conditions, competition, and local marketconditions.Our limited operating histo
38、ry makes it difficult to evaluate our future prospects and results of operations.We incurred net losses attributable to our company of RMB111.6 million and RMB136.2 million in 2007and 2008, respectively, and may incur losses in the future.We may not be able to manage our planned growth.We may not be
39、 able to identify additional hotel properties for lease that satisfy our return threshold andachieve the expected economic returns on our leased-and-operated hotels.2Table of ContentsOur legal right to lease certain properties could be challenged by property owners or other third parties orsubject t
40、o government regulation.Any failure to comply with land- and property-related PRC laws and regulations may negatively affect ourability to operate our hotels and we may suffer significant losses as a result.Our success could be adversely affected by the performance of our franchised-and-managed hote
41、ls.We may not be able to maintain and enhance the attractiveness of our hotels and our reputation.As we operate as a holding company, any limitation on the ability of our subsidiaries to make payments tous could have a material adverse effect on our ability to conduct our business.Rapid urbanization
42、 and changes in zoning and urban planning in China may cause our leased properties tobe demolished, removed or otherwise affected.Corporate Structure and HistoryThe following diagram illustrates our corporate and ownership structure, the place of formation and the ownershipinterests of our subsidiar
43、ies as of the date of this prospectus.(1) Winner Crown Holdings Limited, or Winner Crown, is a British Virgin Islands company wholly owned by ShermanHoldings Limited, a Bahamas company, which is in turn wholly owned by Credit Suisse Trust Limited, or CS Trustee.CS Trustee acts as trustee of the Ji F
44、amily Trust, of which Mr. Qi Ji, our founder and executive chairman, and hisfamily members, are the beneficiaries. Mr. Ji is the sole director of Winner Crown and beneficially ownsapproximately 60.2% of our total outstanding ordinary shares on an as-converted basis, including a certain number ofshar
45、es that are held by East Leader International Limited (see footnote (2) below), over which Mr. Ji has voting powerpursuant to certain powers of attorney.3Table of Contents(2) East Leader International Limited, or East Leader, is a British Virgin Islands company wholly owned by Perfect WillHoldings L
46、imited, a British Virgin Islands company, which is in turn wholly owned by Bank Sarasin Nominees (CI)Limited, as nominee for Sarasin Trust Company Guernsey Limited, or Sarasin Trust. Sarasin Trust acts as trustee ofthe Tanya Trust, of which Ms. Tongtong Zhao, a co-founder of our company, and her fam
47、ily members, are thebeneficiaries. Ms. Zhao is the sole director of East Leader and beneficially owns approximately 20.2% of our totaloutstanding ordinary shares on an as-converted basis.(3) The Chengwei Funds include (i) Chengwei Partners, L.P., (ii) Chengwei Ventures Evergreen Fund, L.P. and(iii)
48、Chengwei Ventures Evergreen Advisors Fund, LLC. Chengwei Partners, L.P. is an exempted limited partnershipincorporated in the Cayman Islands. Chengwei Ventures Evergreen Fund, L.P. is an exempted limited partnershipincorporated in the Cayman Islands. Chengwei Ventures Evergreen Advisors Fund, LLC is
49、 an exempted limitedliability corporation incorporated in the Cayman Islands. Chengwei Ventures Evergreen Management, LLC, a CaymanIslands exempted limited liability company, is the general partner of Chengwei Partners, L.P. and Chengwei VenturesEvergreen Fund, L.P., as well as the managing member of Chengwei Ventures Evergreen Advisors Fund, LLC.(4) CDH Courtyard Limited is a British Virgin Islands company.(5) The IDG Funds include (i) IDG-Accel China Growth Fund L.P., (ii) IDG-Accel China Growth Fund-A L.P. and(iii) IDG-Accel China
