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BEIJING
BRUSSELS
CENTURY CITY
HONG KONG
LONDON
LOS ANGELES
NEWPORT BEACH | INTERNATIONAL LAWYERS
Plaza 66, Tower 1, 37th Floor 1266 Nanjing Road West Shanghai 200040, People’s Republic of China TELEPHONE FACSIMILE www.omm.com | NEW YORK
SAN FRANCISCO
SILICON VALLEY
SINGAPORE
TOKYO
WASHINGTON, D.C. |
OUR FILE NUMBER
776796-0002
WRITER’S DIRECT DIAL
(86) 21-2307-7007
WRITER’S E-MAIL ADDRESS
kberney@omm.com
November 16, 2009
Tom Kluck
Phil Rothenberg
Yolanda Crittendon
Jorge Bonilla
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:7 Days Group Holdings Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed on November 6, 2009
Response to November 13, 2009 Comment Letter
Ladies and Gentlemen:
On behalf of 7 Days Group Holdings Limited (the “Company”), set forth below are the Company’s responses to your comment letter dated November 13, 2009 (the “Comment Letter”) with respect to the above-referenced Registration Statement on Form F-1 publicly filed with the Securities and Exchange Commission (the “Commission”) on November 2, 2009, as amended by Amendment No. 1 to the Registration Statement as filed with the Commission on November 6, 2009 and Amendment No. 2 to the Registration Statement as filed with the Commission on November 16, 2009 (the “Registration Statement”).
Enclosed with this letter are:
• | seven copies of the Registration Statement, without exhibits; and |
• | four additional copies of the Registration Statement, without exhibits, marked to show changes from Amendment No. 1 to the Registration Statement as filed with the Commission on November 6, 2009. |
In addition, the Company respectfully advises the Staff that it is submitting a hard copy of the artwork for the prospectus asAnnexI attached hereto.
For your convenience, the Company has reproduced the comments from the Commission’s staff (the “Staff”) in the order provided followed by the Company’s corresponding response.
November 16, 2009 - Page 2
All references in the Company’s responses to pages and captioned sections are to the Registration Statement as amended by Amendment No. 2 to the Registration Statement as filed with the Commission on November 16, 2009. Capitalized terms used in this letter and not otherwise defined herein have the meaning ascribed to them in the prospectus included in the Registration Statement as amended.
As discussed with the Staff, the Company respectfully advises the Staff that it will submit a request to the Commission on Tuesday, November 17, 2009 that the effectiveness of the Registration Statement be accelerated so that it shall become effective at 4:00 p.m. EST, on Thursday, November 19, 2009, or as soon thereafter as practicable. Towards that end, the Company is ready to discuss any open issue raised by the Staff.
The Company responds to the Comment Letter as follows:
Proposed Artwork
1. | We note your response to our prior comment #3 and your amended map. Your response states that the larger logos in your prior artwork reflect areas where the company has a greater concentration of hotels. Your new artwork does not differentiate between where you have more and where you have fewer hotels. Please revise this map to clearly indicate, both pictorially and briefly verbally, the difference in the number of your hotels in certain regions of China. |
In response to the Staff’s comment, the Company has revised the new artwork as requested by the Staff.
2. | We note your response to our prior comment #5. As you disclose on page 109 of the prospectus under the heading “Largest member loyalty program in the Chinese economy hotel industry,” please disclose that it is your belief that you have the largest membership loyalty program in the Chinese economy hotel industry. Please also making[sic]conforming changes throughout your prospectus wherever you discuss your membership loyalty program. |
In response to the Staff’s comment, the Company has revised the subject heading in the new artwork. In addition, the Company has made conforming changes on pages 4, 109 and 112 of the prospectus.
November 16, 2009 - Page 3
Capitalization, page 51
3. | Please revise the Capitalization section to disclose the as adjusted number of equity securities and ensure that it is consistent with the assumptions disclosed in the introduction to this section. |
In response to the Staff’s comment, the Company has revised the table in the Capitalization section on page 51 to disclose the as adjusted number of ordinary shares. The Company respectfully confirms to the Staff that the as adjusted number of ordinary shares is consistent with the assumptions disclosed in the introduction to this section.
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If you have any questions or wish to discuss any matters with respect to this letter or the correspondingly revised Registration Statement, please do not hesitate to contact me by telephone at 86-21-2307-7007 or by email atkberney@omm.com. You can also contact Todd Hamblet by telephone at (415) 984-8823 or by email atthamblet@omm.com.
Sincerely,
/s/ Kurt J. Berney
Kurt J. Berney
of O’MELVENY & MYERS LLP
Enclosures
cc: | Mr. Nanyan Zheng |
Mr. Eric Wu
(7 Days Group Holdings Limited)
Jonathan Stone, Esq.
(Skadden, Arps, Slate, Meagher & Flom)
Martin Dunn, Esq.
Robert Plesnarski, Esq.
(O’Melveny & Myers)
Annex I