UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Min Fan
99 Fu Quan Road
Shanghai 200335
People’s Republic of China
Telephone: +86 21 3406 4880
Receive Notices and Communications)
Z. Julie Gao, 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
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1 | NAMES OF REPORTING PERSONS Ctrip.com International, Ltd. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Cayman Islands | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 22,049,446 ordinary shares | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 22,049,446 ordinary shares | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
22,049,446 ordinary shares | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
9.15% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
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(i) | The acquisition of additional securities of the Company, or the disposition of securities of the Company by any person; | ||
(ii) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company; | ||
(iii) | A sale or transfer of a material amount of assets of the Company; | ||
(iv) | Any change in the present Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; | ||
(v) | Any material change in the present capitalization or dividend policy of the Company; | ||
(vi) | Any other material change in the Company’s business or corporate structure; | ||
(vii) | Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person; | ||
(viii) | A class of securities of the Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; | ||
(ix) | A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; or | ||
(x) | Any action similar to any of those enumerated above. |
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Exhibit No. | Description | |
A | Subscription Agreement, dated as of March 12, 2010, between Ctrip.com International, Ltd. and China Lodging Group, Limited | |
B | Share Purchase Agreement, dated as of March 12, 2010, between Ctrip.com International, Ltd. and the selling shareholders named therein | |
C | Investor and Registration Rights Agreement, dated as of March 12, 2010, between Ctrip.com International, Ltd. and China Lodging Group, Limited |
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CTRIP.COM INTERNATIONAL, LTD. | ||||
By: | /s/ Min Fan | |||
Name: | Min Fan | |||
Title: | President and Chief Executive Officer |
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Name | Present Principal Occupation | Business Address | Citizenship | |||
James Jianzhang Liang | Co-founder; Chairman of the Board | 99 Fu Quan Road, Shanghai, PRC | USA | |||
Min Fan | Co-founder; President; Chief Executive Officer; Director | 99 Fu Quan Road, Shanghai, PRC | PRC | |||
Jane Jie Sun | Chief Financial Officer | 99 Fu Quan Road, Shanghai, PRC | USA | |||
Neil Nanpeng Shen | Co-founder; Director | Suite 2215, Two Pacific Place, 88 Queensway Road, Hong Kong. | Hong Kong SAR, PRC | |||
Qi Ji | Co-founder; Director | 5th Floor, Block 57, No. 461 Hongcao Road, Xuhui District, Shanghai, PRC | Singapore | |||
Gabriel Li | Deputy Chairman of the Board | Suite 6110, 61/F, The Center, 99 Queen’s Road, Central, Hong Kong | USA | |||
JP Gan | Director | Room3906 Jinmao Tower, 88 Century Boulevard, Shanghai, PRC | USA | |||
Suyang Zhang | Director | Room 1105, Aetna Tower, No 107 Zunyi Road, Shanghai, PRC | PRC | |||
Jianmin Zhu | Senior Vice President | 99 Fu Quan Road, Shanghai, PRC | PRC | |||
Tao Yang | Senior Vice President | 99 Fu Quan Road, Shanghai, PRC | PRC | |||
Maohua Sun | Senior Vice President | 99 Fu Quan Road, Shanghai, PRC | PRC | |||
James Lan Tang | Vice President | 99 Fu Quan Road, Shanghai, PRC | PRC | |||
Shaw Xiaoliang Ding | Vice President | 99 Fu Quan Road, Shanghai, PRC | PRC | |||
Cindy Xiaofan Wang | Vice President | 99 Fu Quan Road, Shanghai, PRC | PRC | |||
Yuxiang Zhuang | Vice President | 99 Fu Quan Road, Shanghai, PRC | PRC | |||
Dongjie Guo | Vice President | 99 Fu Quan Road, Shanghai, PRC | PRC | |||
Hao Jiang | Vice President | 99 Fu Quan Road, Shanghai, PRC | PRC |
Exhibit No. | Description | |
A | Subscription Agreement, dated as of March 12, 2010, between Ctrip.com International, Ltd. and China Lodging Group, Limited | |
B | Share Purchase Agreement, dated as of March 12, 2010, between Ctrip.com International, Ltd. and the Selling Shareholders | |
C | Investor and Registration Rights Agreement, dated as of March 12, 2010, between Ctrip.com International, Ltd. and China Lodging Group, Limited |