[TABLE OFNTENTS Page INTRODUCTION 1 PART I. 1 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT ANDVISERS 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 ITEM 4. INFORMATION ON THEMPANY 22 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 42 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES] [HOME INNS & HOTELS MANAGEMENT, ISSUER 2.00%NVERTIBLE SENIOR NOTES DUE DECEMBER 15, 2015 INDENTURETED OF DECEMBER 21, 2010 THE BANK OF NEW YORK MELLON TRUSTEE TABLE OFNTENTS PAGE ARTICLE 1 Definitions andorporation by Reference Section1.01. Definitions 1 Section1.02. TIA Provisions 9 Section1.03. Rules ofnstruction] [AMENDMENTREEMENTreementmpany Trustee THIS AMENDMENTREEMENT (this RECITALS Original Indenture WHEREAS, thempany and the Trustee are party to that certain Indenture,ted December21, 2010 (the provided provided further WHEREAS, thempany has provided the Trustee with the Officers Certificate described in these recitals; and WHEREAS,lnditions precedent to the execution of thisreement have beenmplied with.] [HOME INNS & HOTELS MANAGEMENT Registration Rightsreement Registration Rightsreement This Registration Rightsreement (reementmpany Initial Purchasers Purchasereement In order to induce the Initial Purchasers to enter into the Purchasereement, thempany hasreed to provide the registration rights set forth in thisreement. The execution and delivery of thisreement is andition to the closing under the Purchasereement. The terms] [US$160,000,000 PURCHASEREEMENT December14, 2010 To: Credit Suisse Securities (USA)LLC Eleven Madison Avenue New York, NY 10010 J.P. Morgan Securities 125 London Wall London EC2Y 5AJ United Kingdom (the Managers) Dear Sirs, The Notes will be issued under an indenture (the Indenture) to beted on or around December21, 2010 between the Issuer and The Bank of] [EMPLOYMENTREEMENTreement Effectivetempany HuipingYAN Executive This EMPLOYMENTREEMENT (the RECITALS Senior Vice President of Finance and Strategy A.Thempany desires to employ the Executive its Senior Vice President of Finance and Strategy B.The Executive desires to be employed by thempany itsREEMENT The parties heretoree follows:] [AMENDMENT TO EMPLOYMENTREEMENT THIS AMENDMENT TO EMPLOYMENTREEMENT (this Amendment), effective of January1, 2008, is made and entered into by and between Home Inns & Hotels Management ayman Islandsmpany (thempany), and Jason Xiangxin Zong (the Executive). WHEREAS, thempany and the Executive are parties to an Employmentreementted January1, 2007 (thereement); and] [AMENDMENT TO EMPLOYMENTREEMENT THIS AMENDMENT TO EMPLOYMENTREEMENT (this Amendment), effective of April22, 2010, is made and entered into by and between Home Inns & Hotels Management ayman Islandsmpany (thempany), and May Yihong Wu (the Executive). WHEREAS, thempany and the Executive are parties to an Employmentreementted January1, 2007 (thereement); and] [AMENDMENT TO EMPLOYMENTREEMENT THIS AMENDMENT TO EMPLOYMENTREEMENT (this Amendment), effective of April22, 2010, is made and entered into by and between Home Inns & Hotels Management ayman Islandsmpany (thempany), and Huiping Yan (the Executive). WHEREAS, thempany and the Executive are parties to an Employmentreementted July13, 2009 (thereement); and] [List of Subsidiaries Significant Subsidiaries: Home Inns & Hotels Management (Hong Kong) Limitedorporated in Hong Kong Hong Kong Ai Home Hotel Investment Limitedorporated in Hong Kong He Mei Hotel Management (Shanghai) Limitedorporated in the Home Inns & Hotels Management (Beijing) Limitedorporated in the Home Inns Hotel Management (Shanghai)orporated in the] [I,vid Jian Sun, certify that: 1. I have reviewed this annual report on Form 20-F of Home Inns & Hotels Management; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [Certification by the Principal Financial Officer I, Huiping Yan, certify that: I have reviewed this annual report on Form20-F of Home Inns & Hotels Management; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [(1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany.vid Jian Sun Chief Executive Officer c14487exv13w1.htm 13 EX-13.1] [Certification by the Principal Financial Officer (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Huiping Yan Chief Financial Officer c14487exv13w2.htm 14 EX-13.2] [Consent of Maples andlder Our ref VZL\620456\4406025v1 Home Inns & Hotels Management 27 April, 2011 Dear Sir Re: Home Inns & Hotels Management We herebynsent to the reference of our name under the heading Item16Grporate Governance in the Form 20-F. Yours faithfully c14487exv23w1.htm 15 EX-23.1] [11th Floor PricewaterhouseCoopers Center 2rporate Avenue 202 Hu Bin Road Shanghai 200021 Peoples Republic of China Telephone +86 (21)2323 8888 Facsimile +86 (21)2323 8800 www.pwccn.comNSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in the Registration Statement FormS-8 (No. 333-163519) of Home Inns & Hotels Management of our reportted April27, 2011]