UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
AMENDMENT NO.
4 TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION
STATEMENT
(Under Section 13(e)
of the Securities Exchange Act of 1934)
HOMEINNS HOTEL
GROUP
(Name of the Issuer)
Homeinns Hotel
Group
BTG Hotels (Group)
Co., Ltd.
BTG Hotels Group
(HONGKONG) Holdings Co., Limited
BTG Hotels Group
(CAYMAN) Holding Co., Ltd
Beijing Tourism
Group Co., Ltd.
Poly Victory Investments
Limited
Ctrip Travel Information
Technology (Shanghai) Co., Ltd.
Neil Nanpeng Shen
Smart Master International
Limited
David Jian Sun
Peace Unity Investments
Limited
Jason Xiangxin
Zong
James Jianzhang
Liang
Wise Kingdom Group
Limited
(Names of Persons
Filing Statement)
Ordinary Shares,
par value $0.005 per share
American Depositary
Shares, each representing two Ordinary Shares
(Title of Class
of Securities)
43742E102
1
(CUSIP Number)
Homeinns
Hotel Group
No. 124 Caobao Road
Xuhui District
Shanghai 200235
People’s Republic of China
Attention: Cathy Xiangrong Li
(+86 21) 3337-3333
|
|
BTG Hotels
(Group) Co., Ltd.
BTG Hotels Group (HONGKONG) Holdings
Co., Limited
BTG Hotels Group (CAYMAN) Holding
Co., Ltd
51 Fuxingmen Avenue
Xicheng District, Beijing 100031
People’s Republic of China
Attention: Rungang Zhang
(+86-10) 6601-4466
|
Beijing
Tourism Group Co., Ltd.
P
oly Victory Investments Limited
c/o No. 10 Yabao
Road
Chaoyang District
Beijing 100020
People’s
Republic of China
Attention: Yi Liu
(+86-10) 8562-9988
|
|
Ctrip
Travel Information Technology (Shanghai) Co., Ltd.
c/o
968 Jin Zhong Road
Shanghai
200335
People’s
Republic of China
Attention:
Xiaofan Wang
(+86-21)
3406-4880
|
Neil
Nanpeng Shen
Smart
Master International Limited
c/o
Suite 3613, 36/F
Two
Pacific Place
88
Queensway
Hong
Kong
(+852)
2501-8989
|
|
David
Jian Sun
Peace
Unity Investments Limited
c/o
No. 124 Caobao Road
Xuhui
District, Shanghai 200235
People’s
Republic of China
(+86-21)
3337-3333
|
|
|
|
Jason
Xiangxin Zong
c/o
No. 124 Caobao Road
Xuhui
District, Shanghai 200235
People’s
Republic of China
(+86-21)
3337-3333
|
|
James
Jianzhang Liang
Wise
Kingdom Group Limited
c/o
968 Jin Zhong Road
Shanghai
200335
People’s
Republic of China
(+86-21)
3406-4880
|
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies
to:
Kathryn
King Sudol, Esq.
Simpson Thacher & Bartlett
35th Floor, ICBC Tower
3 Garden Road, Central
Hong Kong
(+852) 2514-7600
|
|
Ke Geng,
Esq.
Nima Amini, Esq.
O'Melveny & Myers LLP
Yin Tai Centre, Office Tower, 37th
Floor
No. 2 Jianguomenwai Ave.
Chao Yang District
Beijing
People’s Republic of China
(+86 10) 6563-4261
|
|
Z. Julie
Gao, Esq.
Michael V. Gisser, Esq.
Skadden, Arps, Slate, Meagher &
Flom LLP
c/o 42/F, Edinburgh Tower, The
Landmark
15 Queen’s Road Central
Hong Kong
(+852) 3740-4700
|
This statement is filed in connection with (check the appropriate
box):
a
|
¨
|
The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
|
|
|
|
b
|
¨
|
The filing of a registration statement under the Securities Act
of 1933.
|
|
|
|
c
|
¨
|
A tender offer
|
|
|
|
d
|
x
|
None of the above
|
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
¨
Check the following box if the filing is a final amendment
reporting the results of the transaction:
x
Calculation of
Filing Fee
Transactional
Valuation*
|
|
Amount
of Filing Fee**
|
US$1,181,426,996.67
|
|
US$118,969.70
|
|
*
|
Calculated solely
for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under
the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on
the sum of (a) the aggregate cash payment for the proposed per share cash payment
of US$17.90 for 63,846,715 issued and outstanding ordinary shares of the issuer (including
shares represented by the American depositary shares) subject to the transaction, plus
(b) the product of 1,369,182 ordinary shares issuable under all outstanding and
unexercised options multiplied by US$4.651985 per share (which is the difference between
US$17.90 per share merger consideration and the weighted average exercise price of US$13.24801
per share), plus (c) the product of 1,798,960 ordinary shares underlying the restricted
share units multiplied by US$17.90 per share ((a), (b) and (c) together, the
“Transaction Valuation”).
|
|
**
|
The amount
of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the
Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, issued
on August 27, 2015, was calculated by multiplying the Transaction Valuation by 0.00010070.
|
|
¨
|
Check box
if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing
with which the offsetting of the fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
|
Amount Previously Paid:
|
Filing Party:
|
|
|
Form or Registration No.:
|
Date Filed:
|
|
1
|
This
CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts,
each representing two ordinary shares.
|
TABLE OF CONTENTS
INTRODUCTION
This Amendment No. 4 (this “Final
Amendment”) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction
Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a
“Filing Person,” and collectively, the “Filing Persons”):
|
(a)
|
Homeinns Hotel Group, an exempted company with limited
liability incorporated under the laws of the Cayman Islands (the “Company”),
the issuer of the ordinary shares, par value US$0.005 per share (each, a “Share”),
including the Shares represented by the American depositary shares (“ADSs”),
each representing two Shares, that is subject to the transaction pursuant to Rule 13e-3
under the Exchange Act;
|
|
(b)
|
BTG Hotels (Group) Co., Ltd., a joint stock company
established and existing under the laws of the People’s Republic of China (the
“PRC”) (“BTG Hotels” or “Parent”);
|
|
(c)
|
BTG Hotels Group (HONGKONG) Holdings Co., Limited, a
company incorporated under the laws of the Hong Kong Special Administrative Region and
a wholly owned subsidiary of BTG Hotels (“Holdco”);
|
|
(d)
|
BTG Hotels Group (CAYMAN) Holding Co., Ltd, an exempted
company with limited liability incorporated under the laws of the Cayman Islands and
a wholly owned subsidiary of Holdco (“Merger Sub”);
|
|
(e)
|
Beijing Tourism Group Co., Ltd., a company organized
and existing under the laws of the PRC (“BTG”);
|
|
(f)
|
Poly Victory Investments Limited, a company organized
and existing under the laws of the British Virgin Islands (“Poly Victory”);
|
|
(g)
|
Ctrip Travel Information Technology (Shanghai) Co.,
Ltd., a limited liability company established and existing under the laws of the PRC
(“Ctrip Shanghai”);
|
|
(h)
|
Neil Nanpeng Shen, co-founder, co-chairman of the board
of directors, and an independent director of the Company (“Mr. Shen”);
|
|
(i)
|
Smart Master International Limited, a company organized
and existing under the laws of the British Virgin Islands owned and controlled by Mr.
Shen and his spouse (“Smart Master”);
|
|
(j)
|
Mr. David Jian Sun, the chief executive officer
and a director of the Company (“Mr. Sun”);
|
|
(k)
|
Peace Unity Investments Limited, a company organized
and existing under the laws of the British Virgin Islands indirectly owned and controlled
by Mr. Sun (“Peace Unity”);
|
|
(l)
|
Jason Xiangxin Zong, the chief operating officer of
the Company (“Mr. Zong”);
|
|
(m)
|
James Jianzhang Liang, co-founder and independent director
of the Company (“Mr. Liang”); and
|
|
(n)
|
Wise Kingdom Group Limited, a company organized and
existing under the laws of the British Virgin Islands wholly owned and controlled by
Chung Lau (“Ms. Lau”), the spouse of Mr. Liang, (“Wise Kingdom”,
together with Poly Victory, Ctrip Shanghai, Mr. Shen, Smart Master, Mr. Sun, Peace Unity,
and Mr. Zong, the “Rollover Shareholders”).
|
This Transaction Statement relates to the agreement and
plan of merger, dated as of December 6, 2015, by and among the Company, Holdco, Merger Sub, and solely for the purposes of certain
sections thereof, BTG Hotels (the “Merger Agreement”) providing for the merger of Merger Sub with and into the Company
(the “Merger”) in accordance with Cayman Islands Companies Law (2013 Revision) (the “Cayman Islands Companies
Law”), with the Company continuing as the surviving company (the “surviving company”) after the Merger.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3)
to report the results of the transaction that is the subject of this Transaction Statement.
All information in this Final Amendment concerning each
Filing Person has been supplied by such Filing Person.
Item 15
|
Additional Information
|
Item 15(c) is hereby amended and supplemented as follows:
On March 25, 2016, at 10:00 a.m. (Hong Kong time), an
extraordinary general meeting of the shareholders of the Company was held at the Company’s office at No. 124 Caobao
Road, Xuhui District, Shanghai 200235, People’s Republic of China. At the extraordinary general meeting, the
shareholders of the Company voted to authorize and approve the Merger Agreement, the plan of merger substantially in the form
attached as Annex A to the Merger Agreement (the “Plan of Merger”) and the transactions contemplated by the
Merger Agreement and the Plan of Merger, including the Merger.
On March 29, 2016, the Company and Merger Sub filed the
Plan of Merger with the Cayman Islands Registrar of Companies, pursuant to which the Merger became effective on April 1,
2016. As a result of the Merger, the Company ceased to be a publicly traded company and became beneficially owned by Holdco
and the Rollover Shareholders.
Each ordinary share, par value US$0.005 per share (each,
a “Share”), of the Company issued and outstanding immediately prior to the effective time of the Merger (the “Effective
Time”), other than the Rollover Shares and the Dissenting Shares each as defined below, has been
cancelled and ceased to exist and has been converted into and exchanged for the right to receive US$17.90 per Share and each of
the Company’s American depositary shares (“ADSs”), each representing two Shares, issued and outstanding immediately
prior to the Effective Time has been converted into the right
to surrender the ADS in exchange for US$35.80 per ADS (less cancellation fees of US$0.05 per ADS),
in each case, in cash, without interest and net of any applicable withholding taxes, except for the following Shares:
(a) each of 14,726,165 Shares held by Poly Victory,
14,400,765 Shares held by Ctrip Shanghai, 375,500 Shares held by Mr. Shen, 3,458,745 Shares held by Smart Master, 30,138 Shares
held by Mr. Sun, 228,806 Shares held by Peace Unity, 84,272 Shares held by Mr. Zong, and 317,294 Shares held by Wise Kingdom (collectively,
the “Rollover Shares”), issued and outstanding immediately prior to the Effective Time has been converted into and
become one validly issued, fully paid and non-assessable ordinary share, par value US$0.005 each, of the surviving company;
(b) each of the Shares that were issued and outstanding
immediately prior to the Effective Time and held by shareholders who have validly exercised and not effectively withdrawn or lost
their right to dissent from the Merger in accordance with the Cayman Islands Companies Law (collectively, the “Dissenting
Shares”), has been cancelled and each holder thereof will be entitled to receive only the payment of the fair value of such
Dissenting Shares held by them in accordance with the Cayman Islands Companies Law.
In addition to the foregoing, at the Effective Time, (i)
each option to purchase Shares granted under the Share Incentive Plan that was issued and outstanding immediately prior to the
Effective Time and had become vested on or prior to the Effective Time has been cancelled and converted into the right to receive,
as soon as practicable after the Effective Time, an amount equal to the product of (a) the total number of Shares issuable under
such option immediately prior to the Effective Time multiplied by (b) the excess of US$17.90 over the exercise price payable per
Share under such option, if any, in cash, without interest and net of any applicable withholding taxes, (ii) except as provided
under the arrangement with respect to options held by certain directors, officers and employees of the Company described below,
each option to purchase Shares granted under the Share Incentive Plan that was issued and outstanding immediately prior to the
Effective Time and had become vested on or prior to the Effective Time has been cancelled and converted into the right to receive
a restricted cash award subject to the same vesting conditions and schedules applicable to such option, as soon as practicable
after the Effective Time, in an amount equal to the product of (a) the total number of Shares issuable under such option immediately
prior to the Effective Time multiplied by (b) the excess of US$17.90 over the exercise price payable per Share under such option,
if any, in cash, without interest and net of any applicable withholding taxes, and (iii) except as provided under the arrangement
with respect to restricted share units held by certain directors, officers and employees of the Company described below, each
restricted share unit awarded under the Share Incentive Plan immediately prior to the Effective Time has been cancelled and converted
into the right to receive a restricted cash award subject to the same vesting conditions and schedules applicable to such restricted
share unit, as soon as practicable after the Effective Time, in an amount equal to the product of (a) US$17.90 and (b) the total
number of Shares underlying such restricted share unit, without interest and net of any applicable withholding taxes. The options
of which the exercise price per Share is not lower than US$17.90 have been cancelled for no consideration. The restricted cash
awards which (i) would vest within two (2) years after the Effective Time and were issued to certain directors, officers and employees
of the Company who had executed and delivered to BTG Hotels and Holdco, prior to the closing of the Merger, a letter agreement
relating to certain confidentiality, non-competition and employment undertakings (the “Selected Key Employees”), (ii)
would vest within two (2) years after the Effective Time and were issued to Yi Liu, Mr. Shen, Min Bao, Mr. Liang and Yunxin Mei,
a former director of the Company appointed by Poly Victory to the board of directors of the Company (collectively, the “Buyer
Group Directors”), and (iii) were issued to the members of the special committee of the board of directors of the Company,
in each case, will be fully vested and payable when issued, and the surviving company will pay all amounts owed under such restricted
cash awards to the holders thereof as soon as practicable after closing of the Merger.
As a result of the Merger, the ADSs will no longer be listed
on any securities exchange or quotation system, including the NASDAQ Global Select Market (“NASDAQ”) and the ADS program
for the Shares will terminate. NASDAQ has filed an application on Form 25 with the SEC to remove the ADSs from listing on NASDAQ
and withdraw registration of the Shares under the Exchange Act. The deregistration will become effective in 90 days after the
filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations
under the Exchange Act by filing a certification and notice on Form 15 with the SEC in approximately ten days. The Company’s
reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate
once the deregistration becomes effective.
|
(a)-(1)
*
|
|
Proxy Statement of the Company, dated February 23, 2016 (the “Proxy Statement”).
|
|
|
|
|
|
(a)-(2)
|
|
Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein
by reference to the Proxy Statement.
|
|
|
|
|
|
(a)-(3)
|
|
Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
|
|
|
|
|
|
(a)-(4)
|
|
Form of ADS Voting Instruction Card, incorporated herein by reference to the Proxy Statement.
|
|
|
|
|
|
(a)-(5)
|
|
Press Release issued by the Company, dated December 7, 2015, incorporated herein by reference
to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on December 7, 2015 (File No. 001-33082).
|
|
|
|
|
|
(b)-(1)
|
|
Debt Commitment Letter, dated December 6, 2015, among Industrial and Commercial Bank of
China Limited, New York Branch, BTG Hotels and Holdco, incorporated herein by reference to Exhibit F to Amendment No. 1 to
Schedule 13D filed by BTG Hotels, Holdco, BTG, Poly Victory, Ctrip.com International, Ltd., C-Travel International Limited,
Ctrip.com (Hong Kong) Limited, Ctrip Shanghai, Mr. Shen, Smart Master, Mr. Liang, Ms. Lau,
Wise
Kingdom, Mr. Sun, Townbright Holdings Limited, Peace Unity and
Mr. Zong with the SEC
on December 7, 2015 (File No. 005-82520).
|
|
|
|
|
|
(c)-(1)
|
|
Opinion of Credit Suisse Securities (USA) LLC, dated December 5, 2015, incorporated herein
by reference to Annex C to the Proxy Statement.
|
|
|
|
|
|
(c)-(2)
*
|
|
Discussion Materials prepared by Credit Suisse Securities (USA) LLC for discussion with
the special committee of the board of directors of the Company, dated December 5, 2015.
|
|
|
|
|
|
(c)-(3)
*
|
|
English Translation of Valuation Report on Acquisition of Homeinns Hotel Group and Poly
Victory Investments Limited by BTG Hotels prepared by Huatai United Securities Co., Ltd. and CITIC Securities Co., Ltd., dated
December 23, 2015.
|
|
|
|
|
|
(c)-(4)*
|
|
English Translation of Memorandum regarding “Indicative Timeline” prepared by
Huatai United Securities Co., Ltd. and CITIC Securities Co., Ltd., dated July 28, 2015.
|
|
|
|
|
|
(c)-(5)*
|
|
English Translation of Memorandum regarding “Indicative
Transaction Structure” prepared by Huatai United Securities Co., Ltd. and CITIC Securities Co., Ltd., dated July
28, 2015.
|
|
|
|
|
|
(d)-(1)
|
|
Agreement and Plan of Merger, dated December 6, 2015, among Holdco, Merger Sub, the Company
and, solely for the purposes of Section 6.02(e), Section 6.08, Section 6.09, Section 8.06, Section 9.09 and Section 9.10 thereof,
BTG Hotels, incorporated herein by reference to Annex A to the Proxy Statement.
|
|
|
|
|
|
(d)-(2)
|
|
English Translation of Agreement of Asset Purchase by Share Issue, dated December 6, 2015,
among BTG, BTG Hotels, Ctrip Shanghai, Wise Kingdom, Mr. Shen, Smart Master, Mr. Sun, Peace Unity and Mr. Zong, incorporated
herein by reference to Exhibit G to Amendment No. 1 to Schedule 13D filed by BTG Hotels, Holdco, BTG, Poly Victory, Ctrip.com
International, Ltd., C-Travel International Limited, Ctrip.com (Hong Kong) Limited, Ctrip Shanghai, Mr. Shen, Smart Master,
Mr. Liang, Ms. Lau, Wise Kingdom, Mr. Sun, Townbright Holdings Limited, Peace Unity and Mr. Zong with the SEC on December
7, 2015 (File No. 005-82520).
|
|
|
|
|
|
(d)-(3)
|
|
Support Agreement, dated December 6, 2015, among, BTG Hotels, Holdco, Poly Victory, Ctrip
Shanghai, Mr. Shen, Smart Master, Mr. Sun, Peace Unity, Mr. Zong and Wise Kingdom, incorporated herein by reference to Exhibit
H to Amendment No. 1 to Schedule 13D filed by BTG Hotels, Holdco, BTG, Poly Victory, Ctrip.com International, Ltd., C-Travel
International Limited, Ctrip.com (Hong Kong) Limited, Ctrip Shanghai, Mr. Shen, Smart Master, Mr. Liang, Ms. Lau, Wise Kingdom,
Mr. Sun, Townbright Holdings Limited, Peace Unity and Mr. Zong with the SEC on December 7, 2015 (File No. 005-82520).
|
|
|
|
|
|
(d)-(4)
|
|
Consortium Agreement, dated December 6, 2015, among BTG Hotels, Poly Victory, Ctrip.com
International, Ltd., Mr. Shen, Mr. Liang and Mr. Sun, incorporated herein by reference to Exhibit I to Amendment No. 1 to
Schedule 13D filed by BTG Hotels, Holdco, BTG, Poly Victory, Ctrip.com International, Ltd., C-Travel International Limited,
Ctrip.com (Hong Kong) Limited, Ctrip Shanghai, Mr. Shen, Smart Master, Mr. Liang, Ms. Lau, Wise Kingdom, Mr. Sun, Townbright
Holdings Limited, Peace Unity and Mr. Zong with the SEC on December 7, 2015 (File No. 005-82520).
|
|
|
|
|
|
(d)-(5)
*
|
|
English Translation of
Performance Guarantee, dated December 4, 2015, issued by Industrial
and Commercial Bank of China Limited, Beijing Central Business District Branch, in favor of Suzhou Hengchuang Software Co.,
Ltd.
|
|
|
|
|
|
(d)-(6)*
|
|
Confidentiality Agreement, dated as of June 30, 2015, by and among the Company, BTG Hotels, Poly Victory, Ctrip.com International,
Ltd., Mr. Shen, Mr. Liang and Mr. Sun.
|
|
|
|
|
|
(f)-(1)
|
|
Dissenters’ Rights, incorporated herein by reference to the section entitled “Dissenters’
Rights” in the Proxy Statement.
|
|
|
|
|
|
(f)-(2)
|
|
Section 238 of the Cayman Islands Companies Law (2013 Revision), incorporated herein by
reference to Annex D to the Proxy Statement.
|
|
|
|
|
|
(g)
|
|
Not applicable.
|
|
|
|
|
|
*
|
|
Previously filed
|
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
Date: April 1, 2016
|
|
|
|
Homeinns Hotel Group
|
|
|
|
|
By
|
/s/
Terry Yongmin Hu
|
|
Name:
|
Terry Yongmin Hu
|
|
Title:
|
Special Committee
Member
|
|
|
|
|
BTG Hotels (Group) Co., Ltd.
|
|
|
|
|
By
|
/s/
Rungang Zhang
|
|
Name:
|
Rungang Zhang
|
|
Title:
|
Chairman of Board
of Directors
|
|
|
|
BTG Hotels Group (HONGKONG) Holdings Co., Limited
|
|
|
|
|
By
|
/s/
Rungang Zhang
|
|
Name:
|
Rungang Zhang
|
|
Title:
|
Director
|
|
|
|
|
BTG Hotels Group (CAYMAN) Holding Co., Ltd
|
|
|
|
|
By
|
/s/
Rungang Zhang
|
|
Name:
|
Rungang Zhang
|
|
Title:
|
Director
|
|
|
|
|
Beijing Tourism Group Co., Ltd.
|
|
|
|
By
|
/s/ Qiang Duan
|
|
Name:
|
Qiang Duan
|
|
Title:
|
Chairman of Board of Directors
|
|
|
|
|
Poly Victory Investments Limited
|
|
|
|
|
By
|
/s/
Yi Liu
|
|
Name:
|
Yi Liu
|
|
Title:
|
Director
|
|
|
|
|
Ctrip Travel Information Technology (Shanghai)
Co., Ltd.
|
|
|
|
|
By
|
/s/
Xiaofan Wang
|
|
Name:
|
Xiaofan Wang
|
|
Title:
|
Authorized Person
|
|
|
|
Neil Nanpeng Shen
|
|
|
|
/s/
Neil Nanpeng Shen
|
|
Neil Nanpeng Shen
|
|
|
|
Smart Master International Limited
|
|
|
|
|
By
|
/s/
Neil Nanpeng Shen
|
|
Name:
|
Neil Nanpeng
Shen
|
|
Title:
|
Director
|
|
David
Jian Sun
|
|
|
|
/s/
David
Jian Sun
|
|
David Jian Sun
|
|
|
|
Peace
Unity Investments Limited
|
|
|
|
|
By
|
/s/
David Jian Sun
|
|
Name:
|
David Jian Sun
|
|
Title:
|
Director
|
|
|
|
|
Jason
Xiangxin Zong
|
|
|
|
/s/
Jason
Xiangxin Zong
|
|
Jason Xiangxin Zong
|
|
|
|
James Jianzhang Liang
|
|
|
|
/s/ James Jianzhang Liang
|
|
James Jianzhang Liang
|
|
|
|
Wise
Kingdom Group Limited
|
|
|
|
|
By
|
/s/
Chung Lau
|
|
Name:
|
Chung Lau
|
|
Title:
|
Director
|
EXHIBIT INDEX
(a)-(1)*
|
|
Proxy Statement of the Company, dated February 23, 2016 (the “Proxy Statement”).
|
|
|
|
(a)-(2)
|
|
Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein
by reference to the Proxy Statement.
|
|
|
|
(a)-(3)
|
|
Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
|
|
|
|
(a)-(4)
|
|
Form of ADS Voting Instruction Card, incorporated herein by reference to the Proxy Statement.
|
|
|
|
(a)-(5)
|
|
Press Release issued by the Company, dated December 7, 2015, incorporated herein by reference
to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on December 7, 2015 (File No. 001-33082).
|
|
|
|
(b)-(1)
|
|
Debt Commitment Letter, dated December 6, 2015, among Industrial and Commercial Bank of
China Limited, New York Branch, BTG Hotels and Holdco, incorporated herein by reference to Exhibit F to Amendment No. 1 to
Schedule 13D filed by BTG Hotels, Holdco, BTG, Poly Victory, Ctrip.com International, Ltd., C-Travel International Limited,
Ctrip.com (Hong Kong) Limited, Ctrip Shanghai, Mr. Shen, Smart Master, Mr. Liang, Ms. Lau, Wise Kingdom, Mr. Sun, Townbright
Holdings Limited, Peace Unity and Mr. Zong with the SEC on December 7, 2015 (File No. 005-82520).
|
|
|
|
(c)-(1)
|
|
Opinion of Credit Suisse Securities (USA) LLC, dated December 5, 2015, incorporated herein
by reference to Annex C to the Proxy Statement.
|
|
|
|
(c)-(2)
*
|
|
Discussion Materials prepared by Credit Suisse Securities (USA) LLC for discussion with
the special committee of the board of directors of the Company, dated December 5, 2015.
|
|
|
|
(c)-(3)
*
|
|
English Translation of Valuation Report on Acquisition of Homeinns Hotel Group and Poly
Victory Investments Limited by BTG Hotels prepared by Huatai United Securities Co., Ltd. and CITIC Securities Co., Ltd., dated
December 23, 2015.
|
|
|
|
(c)-(4)*
|
|
English Translation of Memorandum regarding “Indicative
Timeline” prepared by Huatai United Securities Co., Ltd. and CITIC Securities Co., Ltd., dated July 28, 2015.
|
|
|
|
(c)-(5)
*
|
|
English Translation of Memorandum regarding “Indicative
Transaction Structure” prepared by Huatai United Securities Co., Ltd. and CITIC Securities Co., Ltd., dated July
28, 2015.
|
|
|
|
(d)-(1)
|
|
Agreement and Plan of Merger, dated December 6, 2015, among Holdco, Merger Sub, the Company
and, solely for the purposes of Section 6.02(e), Section 6.08, Section 6.09, Section 8.06, Section 9.09 and Section 9.10 thereof,
BTG Hotels, incorporated herein by reference to Annex A to the Proxy Statement.
|
|
|
|
(d)-(2)
|
|
English Translation of Agreement of Asset Purchase by Share Issue, dated December 6, 2015,
among BTG, BTG Hotels, Ctrip Shanghai, Wise Kingdom, Mr. Shen, Smart Master, Mr. Sun, Peace Unity and Mr. Zong, incorporated
herein by reference to Exhibit G to Amendment No. 1 to Schedule 13D filed by BTG Hotels, Holdco, BTG, Poly Victory, Ctrip.com
International, Ltd., C-Travel International Limited, Ctrip.com (Hong Kong) Limited, Ctrip Shanghai, Mr. Shen, Smart Master,
Mr. Liang, Ms. Lau, Wise Kingdom, Mr. Sun, Townbright Holdings Limited, Peace Unity and Mr. Zong with the SEC on December
7, 2015 (File No. 005-82520).
|
|
|
|
(d)-(3)
|
|
Support Agreement, dated December 6, 2015, among, BTG Hotels, Holdco, Poly Victory, Ctrip
Shanghai, Mr. Shen, Smart Master, Mr. Sun, Peace Unity, Mr. Zong and Wise Kingdom, incorporated herein by reference to Exhibit
H to Amendment No. 1 to Schedule 13D filed by BTG Hotels, Holdco, BTG, Poly Victory, Ctrip.com International, Ltd., C-Travel
International Limited, Ctrip.com (Hong Kong) Limited, Ctrip Shanghai, Mr. Shen, Smart Master, Mr. Liang, Ms. Lau, Wise Kingdom,
Mr. Sun, Townbright Holdings Limited, Peace Unity and Mr. Zong with the SEC on December 7, 2015 (File No. 005-82520).
|
|
|
|
(d)-(4)
|
|
Consortium Agreement, dated December 6, 2015, among BTG Hotels, Poly Victory, Ctrip.com
International, Ltd., Mr. Shen, Mr. Liang and Mr. Sun, incorporated herein by reference to Exhibit I to Amendment No. 1 to
Schedule 13D filed by BTG Hotels, Holdco, BTG, Poly Victory, Ctrip.com International, Ltd., C-Travel International Limited,
Ctrip.com (Hong Kong) Limited, Ctrip Shanghai, Mr. Shen, Smart Master, Mr. Liang, Ms. Lau, Wise Kingdom, Mr. Sun, Townbright
Holdings Limited, Peace Unity and Mr. Zong with the SEC on December 7, 2015 (File No. 005-82520).
|
|
|
|
(d)-(5)
*
|
|
English Translation of
Performance Guarantee, dated December 4, 2015, issued by Industrial
and Commercial Bank of China Limited, Beijing Central Business District Branch, in favor of Suzhou Hengchuang Software Co.,
Ltd.
|
|
|
|
(d)-(6)*
|
|
Confidentiality Agreement, dated as of June 30, 2015, by and among the Company, BTG Hotels, Poly Victory, Ctrip.com International,
Ltd., Mr. Shen, Mr. Liang and Mr. Sun.
|
|
|
|
(f)-(1)
|
|
Dissenters’ Rights, incorporated herein by reference to the section entitled “Dissenters’
Rights” in the Proxy Statement.
|
|
|
|
(f)-(2)
|
|
Section 238 of the Cayman Islands Companies Law (2013 Revision), incorporated herein by
reference to Annex D to the Proxy Statement.
|
|
|
|
(g)
|
|
Not applicable.
|
|
|
|
*
|
|
Previously filed
|
Homeinns Hotel Group (NASDAQ:HMIN)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Homeinns Hotel Group (NASDAQ:HMIN)
Historical Stock Chart
Von Jun 2023 bis Jun 2024