CHRM [Charm Communications] F-1/A:
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CHRM [Charm Communications] F-1/A: (Original Filing)
[] [TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the shares standing in my name in the CHARM COMMUNICATIONS INC. undertaking called To hold the same unto the Transferee Dated Signed by the Transferor in the presence of: Witness Transferor EX-4.2 2 h03022a1exv4w2.htm EX-4.2] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1 (g) Deposited Securities 1] [SHARE SUBSCRIPTION AGREEMENT by and among MR. DANG HE MERRY CIRCLE TRADING LIMITED CHARM COMMUNICATIONS INC. and AEGIS MEDIA PACIFIC LTD. Dated as of 20 January 2010 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Additional Definitions 11 1.3 Construction 12 ARTICLE II SUBSCRIPTION OF SHARES 13 2.1 Subscription of Shares 13 2.2 Closing 13 15] [Dated 20 January 2010_ POSTERSCOPE ADVERTISING LIMITED and AEGIS MEDIA PACIFIC LTD. and MEDIA PORT HOLDINGS LIMITED and CHARM COMMUNICATIONS INC. and POSTERSCOPE (HONG KONG) LIMITED Joint Venture Agreement regarding Posterscope (Hong Kong) Limited and (Beijing Vizeum Advertising Co. Ltd.) TABLE OF CONTENT Clause Page 1. DEFINITIONS AND INTERPRETATION 5 2. ACQUISITION OF BENEFICIAL INTEREST 9 3. ACQUISITION OF TITLE] [[LETTERHEAD OF MAPLES AND CALDER] Our ref VZL\639663\3807654v4 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com th Charm Communications Inc. 16 April 2010 Dear Sirs Charm Communications Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Charm Communications Inc. (the Issued Shares The Registration Statement also relates to the offering by the selling shareholders] [[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP] April 16, 2010 Charm Communications Inc. Ladies and Gentlemen: We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated February 11, 2010, except for Note 21, as to which the date is April 16, 2010, relating to the consolidated financial statements of Charm Communications Inc. as of December 31, 2008 and 2009 and for each of] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, To: Charm Communications Inc. April 16, 2010 Dear Sir or Madam: PRC Company Charm We are qualified lawyers of the Peoples Republic of China (the Offering ADSs Shares Listing and Trading Registration Statement Commission In connection with the initial public offering (the In rendering this opinion, we]
CHRM [Charm Communications] F-1/A:
[] [TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the shares standing in my name in the CHARM COMMUNICATIONS INC. undertaking called To hold the same unto the Transferee Dated Signed by the Transferor in the presence of: Witness Transferor EX-4.2 2 h03022a1exv4w2.htm EX-4.2] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1 (g) Deposited Securities 1] [SHARE SUBSCRIPTION AGREEMENT by and among MR. DANG HE MERRY CIRCLE TRADING LIMITED CHARM COMMUNICATIONS INC. and AEGIS MEDIA PACIFIC LTD. Dated as of 20 January 2010 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Additional Definitions 11 1.3 Construction 12 ARTICLE II SUBSCRIPTION OF SHARES 13 2.1 Subscription of Shares 13 2.2 Closing 13 15] [Dated 20 January 2010_ POSTERSCOPE ADVERTISING LIMITED and AEGIS MEDIA PACIFIC LTD. and MEDIA PORT HOLDINGS LIMITED and CHARM COMMUNICATIONS INC. and POSTERSCOPE (HONG KONG) LIMITED Joint Venture Agreement regarding Posterscope (Hong Kong) Limited and (Beijing Vizeum Advertising Co. Ltd.) TABLE OF CONTENT Clause Page 1. DEFINITIONS AND INTERPRETATION 5 2. ACQUISITION OF BENEFICIAL INTEREST 9 3. ACQUISITION OF TITLE] [[LETTERHEAD OF MAPLES AND CALDER] Our ref VZL\639663\3807654v4 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com th Charm Communications Inc. 16 April 2010 Dear Sirs Charm Communications Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Charm Communications Inc. (the Issued Shares The Registration Statement also relates to the offering by the selling shareholders] [[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP] April 16, 2010 Charm Communications Inc. Ladies and Gentlemen: We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated February 11, 2010, except for Note 21, as to which the date is April 16, 2010, relating to the consolidated financial statements of Charm Communications Inc. as of December 31, 2008 and 2009 and for each of] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, To: Charm Communications Inc. April 16, 2010 Dear Sir or Madam: PRC Company Charm We are qualified lawyers of the Peoples Republic of China (the Offering ADSs Shares Listing and Trading Registration Statement Commission In connection with the initial public offering (the In rendering this opinion, we]
HTHT [China Lodging,] F-1/A:
[] [CHINA LODGING GROUP, LIMITED 9,000,000 American Depositary Shares Form of Underwriting Agreement th Goldman Sachs (Asia) L.L.C. Morgan Stanley & Co. International plc Schedule I As Representatives of the several Underwriters Ladies and Gentlemen: Ordinary Shares represented by the Firm ADSs are hereinafter called the Firm Shares and the Ordinary Shares represented by the Optional ADSs are hereinafter called the] [March 18, 2010 VIA EDGAR Jennifer Gowetski, Senior Counsel Re: China Lodging Group, Limited Amendment No. 3 to Registration Statement on Form F-1 Publicly Filed on March 5, 2010 Dear Ms. Gowetski: Amendment No. 3 On behalf of our client, China Lodging Group, Limited, a corporation organized under the laws of the Cayman Islands, we are filing herewith Amendment]
HTHT [China Lodging,] F-1/A: (Original Filing)
[] [CHINA LODGING GROUP, LIMITED 9,000,000 American Depositary Shares Form of Underwriting Agreement th Goldman Sachs (Asia) L.L.C. Morgan Stanley & Co. International plc Schedule I As Representatives of the several Underwriters Ladies and Gentlemen: Ordinary Shares represented by the Firm ADSs are hereinafter called the Firm Shares and the Ordinary Shares represented by the Optional ADSs are hereinafter called the] [March 18, 2010 VIA EDGAR Jennifer Gowetski, Senior Counsel Re: China Lodging Group, Limited Amendment No. 3 to Registration Statement on Form F-1 Publicly Filed on March 5, 2010 Dear Ms. Gowetski: Amendment No. 3 On behalf of our client, China Lodging Group, Limited, a corporation organized under the laws of the Cayman Islands, we are filing herewith Amendment]
HTHT [China Lodging,] F-1/A: (Original Filing)
[Explanatory Note PARTII INFORMATION NOT REQUIRED IN PROSPECTUS ITEM6 INDEMNIFICATION OF DIRECTORS AND OFFICERSyman Islands law does not limit the extent to which ampanys articles ofsociation may provide for indemnification of officers and directors, except to the extent any such provision may be held by theyman Islandsurts to bentrary to public policy, such to provide] [CHINA LODGING, LIMITED 9,000,000 American Depositary Shares Form of Underwritingreement th Goldmanchs (Asia) L.L.C. Morgan Stanley & InternationalheduleI Representatives of the several Underwriters Ladies and Gentlemen: Ordinary Shares represented by the FirmSs are hereinafterlled the Firm Shares and the Ordinary Shares represented by the OptionalSs are hereinafterlled the Optional Shares, and the Firm Shares and] [March 18, 2010 VIA EDGAR Jennifer Gowetski, Seniorunsel Re: China Lodging, Limited Amendment No.3 to Registration Statement on FormF-1 Publicly Filed on March5, 2010 Dear Ms.Gowetski: Amendment No.3 On behalf of our client, China Lodging, Limited, arporation organized under the laws of theyman Islands, we are filing herewith Amendment No.3 to the Registration Statement on]
HTHT [China Lodging,] F-1/A: Explanatory Note PARTII INFORMATION NOT REQUIRED IN PROSPECTUS
[Explanatory Note PARTII INFORMATION NOT REQUIRED IN PROSPECTUS ITEM6 INDEMNIFICATION OF DIRECTORS AND OFFICERSyman Islands law does not limit the extent to which ampanys articles ofsociation may provide for indemnification of officers and directors, except to the extent any such provision may be held by theyman Islandsurts to bentrary to public policy, such to provide] [CHINA LODGING, LIMITED 9,000,000 American Depositary Shares Form of Underwritingreement th Goldmanchs (Asia) L.L.C. Morgan Stanley & InternationalheduleI Representatives of the several Underwriters Ladies and Gentlemen: Ordinary Shares represented by the FirmSs are hereinafterlled the Firm Shares and the Ordinary Shares represented by the OptionalSs are hereinafterlled the Optional Shares, and the Firm Shares and] [March 18, 2010 VIA EDGAR Jennifer Gowetski, Seniorunsel Re: China Lodging, Limited Amendment No.3 to Registration Statement on FormF-1 Publicly Filed on March5, 2010 Dear Ms.Gowetski: Amendment No.3 On behalf of our client, China Lodging, Limited, arporation organized under the laws of theyman Islands, we are filing herewith Amendment No.3 to the Registration Statement on]
HTHT [China Lodging,] F-1/A: Subject tompletion,ted March15, 2010 9,000,000American Depositary Shares China
[Subject tompletion,ted March15, 2010 9,000,000American Depositary Shares China Lodging, Limited Representing 36,000,000Ordinary Shares This is our initial public offering. We are offering 9,000,000American depositary shares, orSs, each representing four of our ordinary shares, par value US$0.0001 per share. No public market currently exists for our ordinary shares orSs.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.1 h03703a2exv23w1.htm 2 EX-23.1] [March 15, 2010 VIA EDGAR Jennifer Gowetski, Seniorunsel Re: China Lodging, Limited Amendment No.2 to Registration Statement on FormF-1 Publicly Filed on March5, 2010 Dear Ms.Gowetski:mpany Amendment No.2 On behalf of our client, China Lodging, Limited, arporation organized under the laws of theyman Islands (the]
HTHT [China Lodging,] F-1/A: (Original Filing)
[] [The Companies Law (Revised) Company Limited by Shares THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF China Lodging Group, Limited 1. The name of the Company is China Lodging Group, Limited. 2. The Registered Office of the Company shall be at the offices of Cricket Square, Hutchins Drive, P.O.Box 2681, Grand Cayman KY1-1111, Cayman Islands. 3. Subject to the following] [TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ADS Distribution Record Date 1 Section 1.2 ADS Record Date 1 Section 1.3 Affiliate 2 Section 1.4 American Depositary Receipt(s), ADR(s) and Receipt(s) 2 Section 1.5 American Depositary Share(s) and ADS(s) 2 Section 1.6 Articles of Association 2 Section 1.7 Beneficial Owner 2 Section 1.8 Certificated ADS(s) 3 Section 1.9 Commission] [12 March 2010 China Lodging Group, Limited DIRECT LINE: 852 2842 9550 5th Floor, Block 57 E-MAIL Brian.lee@conyersdillandpearman.com No. 461, Hongcao Road OUR REF: BLHK/321081(M#873821) Shanghai 200233 YOUR REF: Peoples Republic of China Dear Sirs, China Lodging Group, Limited (the Company) For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also] [12 March 2010 China Lodging Group, Limited DIRECT LINE: 852 2842 9550 5th Floor, Block 57 E-MAIL Brian.lee@conyersdillandpearman.com No. 461, Hongcao Road OUR REF: BLHK/kl/320389(M#873821) Shanghai 200233 YOUR REF: Peoples Republic of China Dear Sirs, China Lodging Group, Limited (the Company) Shares Registration Statement Securities Act Commission We have acted as special legal counsel in the Cayman Islands to the] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company China Lodging Group, Limited, a company incorporated in the Cayman Islands (the (2) Purchaser Party, Parties Ctrip.com International, Ltd., a company incorporated in the Cayman Islands (the W I T N E S S E T H WHEREAS Registration Statement SEC Offering ADS Ordinary Shares WHEREAS] [Execution Version INVESTOR AND REGISTRATION RIGHTS AGREEMENT Agreement THIS INVESTOR REGISTRATION RIGHTS AGREEMENT (this (1) Company China Lodging Group, Limited, a company incorporated in the Cayman Islands (the (2) Investor Ctrip.com International, Ltd., a company incorporated in the Cayman Islands (the Parties Party The parties listed above are referred to herein collectively as RECITALS A. Subscription] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu CPA Ltd. EX-23.1 8 h03703a1exv23w1.htm EX-23.1] [March 12, 2010 China Lodging Group, Limited Ladies and Gentlemen: [ Sincerely yours, Min Fan EX-23.9 9 h03703a1exv23w9.htm EX-23.9]
HTHT [China Lodging,] F-1/A:
[] [The Companies Law (Revised) Company Limited by Shares THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF China Lodging Group, Limited 1. The name of the Company is China Lodging Group, Limited. 2. The Registered Office of the Company shall be at the offices of Cricket Square, Hutchins Drive, P.O.Box 2681, Grand Cayman KY1-1111, Cayman Islands. 3. Subject to the following] [TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ADS Distribution Record Date 1 Section 1.2 ADS Record Date 1 Section 1.3 Affiliate 2 Section 1.4 American Depositary Receipt(s), ADR(s) and Receipt(s) 2 Section 1.5 American Depositary Share(s) and ADS(s) 2 Section 1.6 Articles of Association 2 Section 1.7 Beneficial Owner 2 Section 1.8 Certificated ADS(s) 3 Section 1.9 Commission] [12 March 2010 China Lodging Group, Limited DIRECT LINE: 852 2842 9550 5th Floor, Block 57 E-MAIL Brian.lee@conyersdillandpearman.com No. 461, Hongcao Road OUR REF: BLHK/321081(M#873821) Shanghai 200233 YOUR REF: Peoples Republic of China Dear Sirs, China Lodging Group, Limited (the Company) For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also] [12 March 2010 China Lodging Group, Limited DIRECT LINE: 852 2842 9550 5th Floor, Block 57 E-MAIL Brian.lee@conyersdillandpearman.com No. 461, Hongcao Road OUR REF: BLHK/kl/320389(M#873821) Shanghai 200233 YOUR REF: Peoples Republic of China Dear Sirs, China Lodging Group, Limited (the Company) Shares Registration Statement Securities Act Commission We have acted as special legal counsel in the Cayman Islands to the] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company China Lodging Group, Limited, a company incorporated in the Cayman Islands (the (2) Purchaser Party, Parties Ctrip.com International, Ltd., a company incorporated in the Cayman Islands (the W I T N E S S E T H WHEREAS Registration Statement SEC Offering ADS Ordinary Shares WHEREAS] [Execution Version INVESTOR AND REGISTRATION RIGHTS AGREEMENT Agreement THIS INVESTOR REGISTRATION RIGHTS AGREEMENT (this (1) Company China Lodging Group, Limited, a company incorporated in the Cayman Islands (the (2) Investor Ctrip.com International, Ltd., a company incorporated in the Cayman Islands (the Parties Party The parties listed above are referred to herein collectively as RECITALS A. Subscription] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu CPA Ltd. EX-23.1 8 h03703a1exv23w1.htm EX-23.1] [March 12, 2010 China Lodging Group, Limited Ladies and Gentlemen: [ Sincerely yours, Min Fan EX-23.9 9 h03703a1exv23w9.htm EX-23.9]
