[Subject tompletion Preliminary prospectusted, 2010 American Depositary Shares China Lodging, Limited Representing Ordinary Shares This is our initial public offering. We are offering American depositary shares, orSs, each representing of our ordinary shares, par value US$0.0001 per share. No public market currently exists for our ordinary shares orSs.] [THEMPANIES LAW 1. The name of thempany is China Lodging, Limited. 2. The Registered Office of thempany shall be at the offices of Offshoreorporations (Cayman) Limited ofotia Centre, 4th Floor, PO Box 2804, George Town, Grandyman,1-1112,yman Islands. 3. Subject to the following provisions of this Memorandum, the objects for which thempany is established are unrestricted.] [EX-4.2 h03703exv4w2.htm 3 EX-4.2] [thted February 4 WINNER CROWNS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING, LIMITED ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING, LIMITED th THIS SERIES A PREFERRED SHARE PURCHASEREEMENT (thisreement) is made and entered into of February 4] [Executionpyted April18 th , 2007 WINNER CROWNS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING, LIMITED SUPPLEMENTALREEMENT of ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING, LIMITED Executionpy SUPPLEMENTALREEMENT th THIS 1.] [Executionpyted February 4 th , 2007 WINNER CROWNS LIMITED and MS. TONGTONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING, LIMITED SHAREHOLDERSREEMENT Executionpy Shareholdersreement th This Shareholdersreement (thisreement) is made and entered into of February 4 1. WINNER CROWNS LIMITED] [Dated June20, 2007 CHINA LODGING, LIMITED FOUNDERS NAMED INHEDULE 1 WFOES NAMED INHEDULE 2 and INVESTORS NAMED INHEDULE 3 SERIES B PREFERRED SHARE Page 1 SERIES B PREFERRED SHARES PURCHASEREEMENTreementmpanyhedule1 Founder Foundershedule2 WFOE WFOEshedule3 Investor Investors THIS SERIES B PREFERRED SHARES PURCHASEREEMENT (this] [Dated June20, 2007 CHINA LODGING, LIMITEDmpany ) AMENDED AND RESTATED TABLE OFNTENT RECITALS 1 CERTAIN DEFINITIONS 1 1. INFORMATION RIGHTS; BOARD REPRESENTATION 8 2. REGISTRATION RIGHTS 16 3. RIGHT OF PARTICIPATION 28 4. TRANSFER RESTRICTIONS 30 5. DRAG-ALONG RIGHTS 39 6.SIGNMENT AND AMENDMENT 40 7.NFIDENTIALITY AND NON-DISCLOSURE] [OF CHINA LODGING, LIMITED (Subject tojustment) NO. _____________ [DATE] THIS CERTIFIES THAT, Investor Holdermpany Effectivete Expirationte Purchase Price Purchasereement 1. CERTAIN DEFINITIONS.mpany Financing to the Transaction Documents (as defined in the Purchasereement) or the Share Option Plan (as defined in the Purchasereement).] [FORM OF SERIES BNVERTIBLE PREFERRED SHARES SUBSCRIPTIONREEMENT CHINA LODGING, LIMITED Gentlemen:reementmpany SeriesB Preferred Shares This SeriesBnvertible Preferred Shares Subscriptionreement (this Shares 1. Bank: SWIFTde: Account No.: Beneficiary: 2. (a)The subscription for the Sharesntained herein may be accepted or rejected, in whole or in part, by thempany in its sole andsolute discretion. No subscription shall be] [CHINA LODGING, LIMITED No. 1 1,500,000 Shares FOR VALUE RECEIVED, CHINA LODGING, LIMITEDmpany Holdermmon Stock Definitions. 1. Board of Directors Businessy Exercise Price Expiration Time Person 2. provided (c) Restrictive Legend 3. Reservation of Shares 4. Fractional Shares. 5. 6. Restrictions on Transfer. 7. 8. Anti-dilution Provisions] [CHINA LODGING, LIMITED No. 2 200,000 Shares FOR VALUE RECEIVED, CHINA LODGING, LIMITEDmpany Holdermmon Stock Definitions. 1. Board of Directors Businessy Exercise Price Expiration Time Person 2. provided Restrictive Legend 3. Reservation of Shares 4. Fractional Shares. 5. 6. Restrictions on Transfer. 7. 8. Anti-dilution Provisions] [[DAVIS POLK & WARDWELL LETTERHEAD] March 5, 2010 5th Floor, Block 57, No.461 Hongcao Road Ladies and Gentlemen: We are of the opinion that the section entitled Taxation U.S. Federalome Taxnsiderations in the Registration Statement, insofar it relates to U.S. federalome tax matters currently applicable to U.S. holders of thempanys ordinary shares or American depositary] [CHINA LODGING, LIMITED AMENDED AND RESTATED 2007 GLOBAL SHARE PLAN th th (adopted by thempanys Board of Directors on February 4 Purposes of the Plan 1. Definitions 2. Acquisitionte (a)ministrator (b) Applicable Law (c) Award (d) Board (e) Change inntrol (f) (i)any person (as such term is used in Sections 13(d) and 14(d) of the] [CHINA LODGING, LIMITED AMENDED AND RESTATED 2008 GLOBAL SHARE PLAN (adopted by thempanys Board of Directors on June15, 2007; Purposes of the Plan 1. Definitions 2. Acquisitionte (a)ministrator (b) Applicable Law (c) Award (d) Board (e) Change inntrol (f) (i)any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)] [CHINA LODGING, LIMITED . Purpose. Section1 The purpose of this China Lodging, Limited 2009 Shareentive Plan is to enhance theility of China Lodging, Limited to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of thempany.] [CHINA LODGING, LIMITED FORM OF INDEMNIFICATIONREEMENT This Indemnificationreement (Agreement) is made of by and between China Lodging, Limited, ayman Islandsmpany (thempany), and _____________________(Indemnitee). WHEREAS, thempany wishes to attract and retain the services of Indemnitee, to serve a member of the board of directors (Director) or an officer (Officer) of thempany; and] [FORM OF EMPLOYMENTREEMENT Between China Lodging , Limited And an Executive Officer EMPLOYMENTREEMENT This EMPLOYMENTREEMENT (thereement) is signed on INNSIDERATION OF the mutualvenants hereinntained, and other good and valuablensideration, the parties heretoree follows: 1. Employment Thempany herebyrees to employ the Employee and the Employee herebyrees to serve an employee of thempany and one or more] [China Merchants Bank Facilityreement (For sharing facility of workingpital loans without individualreements) January, 2008 Facilityreement 2009 Jing 21090619 Ref: 1.Creditor: China Merchants Bank Shanghai Jingansi Branch (hereafter referred to Party A) Principal: Xu Xuehong 2.Facility applicant: HanTing Xingkong (Shanghai) Hotel Management] [Appendix2:ntract No.: 16084000557 Fixedsets Loanreement Borrower (Party A): Lishan Senbao (shanghai)Investment Management Lender (Party B): Shanghaiohejing Hi-Tech Park Branch, Industrial andmmercial Bank of China Domicile (address): No.900, Yishan Roadntents ArticleI Party statement and suretyship ArticleII Type of loans ArticleIII Use of loans] [16093500519ntract No.: Fixedsets Loanntract 2009 Version) (ecial reminder: Lender: Shanghaiohejing Hi-Tech Park Branch, Xu Guanghua Cheng Jiamin Responsible person: No.900 Yishan Road, Shanghai 200233 Domicile (address): 54235423 64956495 Telephone: E-mail: chengjiamin_ch@sh.icbc.com.cn Borrower: HanTing Xingkong (Shanghai) Hotel Management Zhang Tuo Qian Lei Legal Representative: 3rd floor of No.57 Building, No.461 Hongcao Road] [March5, 2010 Gentlemen: Shanghai, The Peoples Republic of China EX-16.1 h03703exv16w1.htm 22 EX-16.1] [List of Subsidiaries Directly-Owned Subsidiaries: Shanghai HanTing Hotel Management, (PRC) (formerly known Lishan Senbao (Shanghai) Investment Management) HanTing Xingkong (Shanghai) Hotel Management (PRC) Yiju (Shanghai) Hotel Management (PRC) HanTing (Tianjin) Investmentnsulting (PRC) China Lodgings (HK)Limited (Hong Kong) Indirectly-Owned Subsidiaries:] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.1 h03703exv23w1.htm 24 EX-23.1] [March 5, 2010 China Lodging, Limited 5th Floor, Block 57, No.461 Hongcao Road Ladies and Gentlemen, Yours faithfully, Jun He Law Offices Beijing Head Office th junhebj@junhe.com China Resources Building Shanghai Office junhesh@junhe.com Shanghai Kerry Centre Shenzhen Office junhesz@junhe.com Shenzhen Developmentlian Office th junhedl@junhe.com Chinabank Plaza Haikou Office junhehn@junhe.com] [February 26, 2010 Dear Ms.Zhang, Shanghai Inntie Hotel Management Hu Shengyang Chief Executive Officer EX-23.5 h03703exv23w5.htm 26 EX-23.5] [Dear Ms Zhang China Lodging, Limited (thempany) Registration Statement) Yours faithfully EX-23.6 h03703exv23w6.htm 27 EX-23.6] [February8, 2010 Dear Ms.Zhang, Smith Travel Research Brad Garner Vice President (U.S.) +1 (615)824 8664 www.strglobal.com (U.K.) +44 (0)20 7922 1930 EX-23.7 h03703exv23w7.htm 28 EX-23.7] [2009.12.08 Dear Ms.Zhang, EX-23.8 h03703exv23w8.htm 29 EX-23.8] [CHINA LODGING, LIMITEDde of Businessnduct and Ethics 1. Introductionde Thisde of Businessnduct and Ethics (the We must strive to foster a culture of honesty and accountability. Ourmmitment to the highest level of ethicalnduct should be reflected inl of thempanys business activitiesluding, but not limited to, relationships with employees, customers, suppliers,mpetitors, the government and the public,luding] [New York Madrid Menlo Park Tokyo Washington DC Beijing London Hong Kong Paris Howard Zhang 1 3 4 3 1 2 1 1 2 2 26 March5, 2010 VIA EDGAR Jennifer Gowetski, Seniorunsel Re: China Lodging, Limited Registration Statement on Form F-1 Publicly Filed on March5, 2010 Dear Ms.Gowetski:]