[Homeinns Hotel Group Announces Extraordinary General Meeting of Shareholders Shareholders of record at the close of business in the Cayman Islands on March 4, 2016 will be entitled to attend and vote at the EGM. ADS holders as of the close of business in New York City on February 23, 2016 will be entitled to instruct The Bank of New] []
[PROXY STATEMENT OF THE COMPANY February 23, 2016 Shareholders of Homeinns Hotel Group Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Homeinns Hotel Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), to be held on March] [Office Memorandum To: Credit Suisse 2015/07/28 cc: 2015/07/28 From: Huatai United/CITIC Department: Subject: Project House - Indicative Timeline ¨ R Urgent ¨ Reply ASAP ¨ Please Comment Subject: Participants: I. Indicative Timeline Time Going-Private Transaction Share Exchange Transaction August 2015 ü Obtain “preliminary approval” from National Development and Reform Commission (“NDRC”) for this transaction ü Obtain “preliminary approval” from NDRC] [Office Memorandum To: Credit Suisse 2015/07/28 cc: 2015/07/28 From: Huatai United/CITIC Department: Subject: Project House - Indicative Transaction Structure R Urgent Please Comment ☐ Subject: Participants: I. Structure of Going-Private Transaction In the current going-private transaction, a buyer group consisting of BTG Hotels, Poly Victory (a BVI company owned by BTG Group), Ctrip, Neil Nanpeng Shen (who owns Smart Master,] []
[Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 1,665,600 Item 6: 0 Item 7: 8,176,400 Item 8: 0 Item 9: 8,176,400 Item 11: 8.479% Item 12: HC Cusip #G6647N108 Item 1: Reporting Person - Abigail P. Johnson Item 2: (a) [ ] (b) [ ] Item 5: 0]
[Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 1,665,600 Item 6: 0 Item 7: 8,176,400 Item 8: 0 Item 9: 8,176,400 Item 11: 8.479% Item 12: HC Cusip #G6647N108 Item 1: Reporting Person - Abigail P. Johnson Item 2: (a) [ ] (b) [ ] Item 5: 0]
[PRELIMINARY PROXY STATEMENT OF THE COMPANY , 2016 Shareholders of Homeinns Hotel Group Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Homeinns Hotel Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), to be held on ,] []
[PRELIMINARY PROXY STATEMENT OF THE COMPANY , 2016 Shareholders of Homeinns Hotel Group Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Homeinns Hotel Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), to be held on ,] [June 30, 2015 Homeinns Hotel Group No. 124 Caobao Road Xuhui District Shanghai 200235 China Dear Sir/Madam: Transaction Discloser BTG Hotels Poly Victory Ctrip Mr. Shen Mr. Liang Mr. Sun Recipients Recipient Agreement In connection with the proposed transaction (the “ Confidential Material The term “ Representatives Affiliate The term “ Exchange Act 1 Recipients may disclose to and discuss] []
[PRELIMINARY PROXY STATEMENT OF THE COMPANY , 2016 Shareholders of Homeinns Hotel Group Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Homeinns Hotel Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), to be held on ,] [] [Valuation Report On Acquisition of Homeinns Hotel Group and By BTG Hotels (Group) Co., Ltd. Prepared by Huatai United Securities Co., Ltd. and CITIC Securities Co., Ltd. Table of Content Statement 3 Chapter 1 Background Information 5 I. Transaction background and structure 5 II. The Client, the valuation subjects and other users of the report 5 III. Valuation background 10] [Performance Guarantee To: Suzhou Hengchuang Software Co., Ltd. Whereas Homeinns Hotel Group, the parent company of the Beneficiary and BTG Hotels (Group) Co., Ltd. (the “Counterparty”) will enter into an agreement and plan of merger (the “Master Agreement”) on December 6, 2015, we hereby issue this Performance Guarantee in favor of the Beneficiary at the request of the Counterparty as] []
[PRELIMINARY PROXY STATEMENT OF THE COMPANY , 2016 Shareholders of Homeinns Hotel Group Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Homeinns Hotel Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), to be held on ,] [] [Valuation Report On Acquisition of Homeinns Hotel Group and By BTG Hotels (Group) Co., Ltd. Prepared by Huatai United Securities Co., Ltd. and CITIC Securities Co., Ltd. Table of Content Statement 3 Chapter 1 Background Information 5 I. Transaction background and structure 5 II. The Client, the valuation subjects and other users of the report 5 III. Valuation background 10] [Performance Guarantee To: Suzhou Hengchuang Software Co., Ltd. Whereas Homeinns Hotel Group, the parent company of the Beneficiary and BTG Hotels (Group) Co., Ltd. (the “Counterparty”) will enter into an agreement and plan of merger (the “Master Agreement”) on December 6, 2015, we hereby issue this Performance Guarantee in favor of the Beneficiary at the request of the Counterparty as] []
[JOINT FILING AGREEMENT [ BTG Hotels (Group) Co., Ltd. BTG Hotels Group (HONGKONG) Holdings Co., Limited Beijing Tourism Group Co., Ltd. Poly Victory Investments Limited Ctrip.com International, Ltd. C-Travel International Limited] [Execution Version INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH 725 Fifth Avenue, 20/F CONFIDENTIAL December 6, 2015 BTG Hotels (Group) Co., Ltd. 51 Fuxingmennei Avenue BTG Hotels Group (HONGKONG) Holdings Co., Limited 51 Fuxingmennei Avenue Project H Ladies and Gentlemen: ICBC NY we us Commitment Party Initial Lender HoldCo Sponsor Transaction Description Term Sheet Commitment Letter You] [Agreement for Assets Purchase by Share Issue among BTG Hotels (Group) Co., Ltd. and Beijing Tourism Group Co., Ltd. and Relevant Shareholders of Homeinns Hotel Group December 2015 1 Contents Article 1 Definitions 6 Article 2 Structure of the Transaction 8 Article 3 Price of the Target Assets and Pricing Basis 11 Article 4 Employee Resettlement and Debt Disposal 12] [EXECUTION VERSION SUPPORT AGREEMENT Agreement Parent Holdco Company Schedule A Shareholder Shareholders This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger Surviving Company WHEREAS, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd Shares ADSs Rollover Shares Schedule A Securities WHEREAS, as of the date hereof, each Shareholder is the owner of record of certain ordinary shares, par value US$0.005] [EXECUTION VERSION CONSORTIUM AGREEMENT by and among BTG HOTELS (GROUP) CO., LTD., POLY VICTORY INVESTMENTS LIMITED, CTRIP.COM INTERNATIONAL, LTD., Neil Nanpeng Shen, JAMES JIANZHANG LIANG and DAVID JIAN SUN Dated as of December 6, 2015 TABLE OF CONTENTS Article I Participation in Transaction; Advisors; Approvals 1 Section 1.01 Transaction Process 1 Section 1.02 Information Sharing and Roles 1 Section 1.03] []
[JOINT FILING AGREEMENT [ BTG Hotels (Group) Co., Ltd. BTG Hotels Group (HONGKONG) Holdings Co., Limited Beijing Tourism Group Co., Ltd. Poly Victory Investments Limited Ctrip.com International, Ltd. C-Travel International Limited] [Execution Version INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH 725 Fifth Avenue, 20/F CONFIDENTIAL December 6, 2015 BTG Hotels (Group) Co., Ltd. 51 Fuxingmennei Avenue BTG Hotels Group (HONGKONG) Holdings Co., Limited 51 Fuxingmennei Avenue Project H Ladies and Gentlemen: ICBC NY we us Commitment Party Initial Lender HoldCo Sponsor Transaction Description Term Sheet Commitment Letter You] [Agreement for Assets Purchase by Share Issue among BTG Hotels (Group) Co., Ltd. and Beijing Tourism Group Co., Ltd. and Relevant Shareholders of Homeinns Hotel Group December 2015 1 Contents Article 1 Definitions 6 Article 2 Structure of the Transaction 8 Article 3 Price of the Target Assets and Pricing Basis 11 Article 4 Employee Resettlement and Debt Disposal 12] [EXECUTION VERSION SUPPORT AGREEMENT Agreement Parent Holdco Company Schedule A Shareholder Shareholders This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger Surviving Company WHEREAS, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd Shares ADSs Rollover Shares Schedule A Securities WHEREAS, as of the date hereof, each Shareholder is the owner of record of certain ordinary shares, par value US$0.005] [EXECUTION VERSION CONSORTIUM AGREEMENT by and among BTG HOTELS (GROUP) CO., LTD., POLY VICTORY INVESTMENTS LIMITED, CTRIP.COM INTERNATIONAL, LTD., Neil Nanpeng Shen, JAMES JIANZHANG LIANG and DAVID JIAN SUN Dated as of December 6, 2015 TABLE OF CONTENTS Article I Participation in Transaction; Advisors; Approvals 1 Section 1.01 Transaction Process 1 Section 1.02 Information Sharing and Roles 1 Section 1.03] []
