Exhibit (c)-(4)
The original document is in Chinese. This is an English translation of the document.
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Office Memorandum
| To: | Credit Suisse | Create date: | 2015/07/28 |
| cc: | Modify date: | 2015/07/28 | |
| From: | Huatai United/CITIC | Department: | |
| Subject: | Project House - Indicative Timeline | ||
¨Urgent R For Your Review ¨ Reply ASAP ¨ Please Comment
Subject: Project House Indicative Timeline
Participants: Huatai United Securities, CITIC Securities, Credit Suisse
I. Indicative Timeline
| Time | Going-Private Transaction | Share Exchange Transaction | ||
| August 2015 | ü Obtain “preliminary approval” from National Development and Reform Commission (“NDRC”) for this transaction | ü Obtain “preliminary approval” from NDRC for the transaction | ||
| End of August 2015 | ü BTG Hotels to hold Board meeting to review the transaction documents, approve the transaction and announce the transaction | ü BTG Hotels to hold Board meeting to review the transaction documents, approve the transaction and announce the transaction | ||
| ü Execute Merger Agreement | ü Execute Share Exchange Agreement | |||
| September 2015 | ü Submit antitrust filing documents to Ministry of Commerce (“MOFCOM”) | ü Submit antitrust filing documents to MOFCOM | ||
| ü Obtain approval by Beijing State-owned Assets Supervision and Administration Commission (“SASAC”) | ü Obtain Beijing SASAC approval | |||
| ü Complete filing with Beijing Commission of Commerce (“COC”) | ü Complete filing with Beijing COC | |||
| ü Obtain NDRC approval | ü Obtain NDRC approval | |||
| ü BTG Hotels to hold shareholders’ meeting to review the transaction documents and approve the transaction | ü BTG Hotels to hold shareholders’ meeting to review the transaction documents and approve the transaction |
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The original document is in Chinese. This is an English translation of the document.
| ü All transaction parties to jointly submit to SEC Schedule 13E-3 and preliminary proxy statement | ü Submit applications to CSRC for the approval of the share exchange transaction | |||
| ü Submit filing materials to MOFCOM for cross-border share exchange/strategic investment transaction | ||||
| November 2015 | ü Antitrust clearance by MOFCOM | ü Antitrust clearance by MOFCOM | ||
| ü Registration with Beijing State Administration of Foreign Exchange (“Beijing SAFE”) | ü Obtain in-principle approval from MOFCOM with respect to the cross-border share exchange/strategic investment transaction | |||
| December 2015 | ü In response to SEC comments, expect to submit two rounds of responses to SEC and amend Schedule 13E-3 and proxy statement | ü BTG Hotels shares resume trading | ||
| ü Homeinns to hold shareholders’ meeting to vote on and approve the Merger Agreement | ||||
| ü Completion of this going-private transaction | ||||
| January 2016 | ü Obtain CRSC formal approval with respect to the share exchange transaction | |||
| February 2016 | ü Obtain MOFCOM formal approval with respect to the foreign strategic investment related to this share exchange transaction | |||
| ü Completion of the share exchange transaction |
II. List of PRC Regulatory Approvals Required for the Going-Private Transaction
| 1、 | Beijing SASAC: Approval related to acquisition of assets and overseas investment matters |
| 2、 | NDRC: Filing related to acquisition of assets and overseas investment matters |
| 3、 | Beijing COC: Filing related to BTG Hotel’s acquisition of assets and overseas investment matters |
| 4、 | MOFCOM: review on concentration of business operations related to acquisition of assets |
| 5、 | Beijing SAFE: Foreign exchange registration on BTG Hotel’s overseas investment |
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