As filed with the Securities and Exchange Commission on March 18, 2010
RegistrationNo. 333-165247
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM F-1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
China Lodging Group, Limited
(Exact Name of Registrant as Specified in Its Charter)
Not Applicable
(Translation of registrant’s name into English)
Cayman Islands | 7011 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
5th Floor, Block 57, No. 461 Hongcao Road
Xuhui District
Shanghai 200233
People’s Republic of China
(86) 21 5153-9477
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 604-1666
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Howard Zhang, Esq. Davis Polk & Wardwell LLP 26/F, Twin Towers (West) B12 Jian Guo Men Wai Avenue, Chaoyang District Beijing 100022, China (86) 10-8567-5000 | Chris K.H. Lin, Esq. Simpson Thacher & Bartlett LLP 35/F, ICBC Tower 3 Garden Road Central, Hong Kong (852) 2514-7600 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
Explanatory Note
The sole purpose of this amendment is to amend the exhibit index and to file Exhibit 1.1 to the registration statement. No other changes have been made to the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note and Part II of the registration statement.
1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6 | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association, which will become effective upon the closing of this offering, will provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own dishonesty or fraud.
Under the form of indemnification agreements filed as Exhibit 10.4 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.
The form of underwriting agreement is filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, or the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7 | RECENT SALES OF UNREGISTERED SECURITIES |
During the past three years, we have issued and sold the securities listed below without registering the securities under the Securities Act.
We believe that our issuances of our (i) ordinary shares, (ii) Series A preferred shares, (iii) Series B preferred shares, (iv) warrants to purchase our Series B preferred shares and (v) warrants to purchase our ordinary shares were exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or under Section 4(2) of the Securities Act regarding transactions not involving a public offering.
Based on our Amended and Restated 2007 Global Share Plan, Amended and Restated 2008 Global Share Plan and Amended and Restated 2009 Share Incentive Plan, we granted options to purchase our ordinary shares to certain of our former or current directors, executive officers, consultants and employees from time to time, during the period between February 2007 and February 2010. In March 2010, certain of our officers and employees respectively exercised their options to purchase 7,708,665 ordinary shares in total. After such exercise of options and as of the date of this prospectus, the aggregate number of our ordinary shares underlying our outstanding options is 10,430,403. See “Management — Share Incentive Plans.”
We believe that our issuances of options to purchase our ordinary shares were exempt from registration under the Securities Act in reliance on Rule 701, which allows an issuer that is not at the time of grant subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 and is not an investment company to make option grants pursuant to a written share incentive plan.
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Underwriting | ||||||||||
Date of Sale or | Number of | Consideration in | Discount and | |||||||
Purchaser | Issuance | Securities | U.S. dollars | Commission | ||||||
Series A Preferred Shares | ||||||||||
Powerhill Holdings Limited | February 4, 2007 | 40,000,000, of which 20,000,000 held on behalf of Qi Ji and 20,000,000 held on behalf of Tongtong Zhao | US$20,000,000 ((i) in the form of 100% of registered capital of HanTing Xingkong (Shanghai) Hotel Management Co., Ltd. and Shanghai HanTing Hotel Management Group, Ltd., representing 100% shares of such companies, and (ii) payment of US$200,000 in cash to us) | - | ||||||
John Jiong Wu | February 4, 2007 | 4,000,000 | US$2,000,000 (in the form of 100% registered capital of Yiju (Shanghai) Hotel Management Co., Ltd. | - | ||||||
Series B Preferred Shares(1) | ||||||||||
Chengwei Partners, L.P. | June 20, 2007 | 466,480 | US$594,999.90 | - | ||||||
Chengwei Ventures Evergreen Fund, L.P. | June 20, 2007 | 11,446,755 | US$14,600,450.47 | - | ||||||
Chengwei Ventures Evergreen Advisors Fund, LLC | June 20, 2007 | 1,414,768 | US$1,804,550.73 | - | ||||||
CDH Courtyard Limited | June 20, 2007 | 13,328,003 | US$17,000,001.11 | - | ||||||
Pinpoint Capital 2006 A Limited | June 20, 2007 | 1,568,001 | US$2,000,000.96 | - | ||||||
Northern Light Venture Fund, L.P. | June 20, 2007 | 1,179,450 | US$1,504,400.27 | - | ||||||
Northern Light Partners Fund, L.P. | June 20, 2007 | 129,517 | US$165,200.23 | - | ||||||
Northern Light Strategic Fund, L.P. | June 20, 2007 | 259,034 | US$330,400.46 | - | ||||||
IDG-Accel China Growth Fund L.P. | June 20,2007 | 4,687,033 | US$5,428,408.85 (including US$2,312,100.43 in cash and US$3,116,308.42 in cancellation of an outstanding convertible promissory note) | - | ||||||
IDG-Accel China Growth Fund-A L.P. | June 20, 2007 | 957,840 | US$1,109,347.18 (including US$472,499.41 in cash and US$636,847.77 in cancellation of an outstanding convertible promissory note) | - | ||||||
IDG-Accel China Investors L.P. | June 20, 2007 | 436,654 | US$505,722.19 (including US$215,400.48 in cash and US$290,321.71 in cancellation of an outstanding convertible promissory note) | - | ||||||
Winner Crown Holdings Limited | December 21, 2007 | 4,704,001 | US$6,000,000 |
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Underwriting | ||||||||||
Date of Sale or | Number of | Consideration in | Discount and | |||||||
Purchaser | Issuance | Securities | U.S. dollars | Commission | ||||||
CDH Courtyard Limited | December 21, 2007 | 1,440,865 | US$1,837,837.72 | - | ||||||
Pinpoint Capital 2006 A Limited | December 21, 2007 | 571,133 | US$874,183.02 | - | ||||||
Northern Light Venture Fund, L.P. | December 21, 2007 | 429,606 | US$657,560.10 | - | ||||||
Northern Light Partners Fund, L.P. | December 21, 2007 | 47,176 | US$72,208.15 | - | ||||||
Northern Light Strategic Fund, L.P. | December 21, 2007 | 94,351 | US$144,414.77 | - | ||||||
Chengwei Partners, L.P. | December 30, 2007 | 50,430 | US$64,323.97 | |||||||
Chengwei Ventures Evergreen Fund, L.P. | December 30, 2007 | 1,237,487 | US$1,578,427.04 | - | ||||||
Chengwei Ventures Evergreen Advisors Fund, LLC | December 30, 2007 | 152,948 | US$195,086.70 | - | ||||||
IDG-Accel China Growth Fund L.P. | December 30, 2007 | 195,966 | US$249,956.59 | - | ||||||
IDG-Accel China Growth Fund-A L.P. | December 30, 2007 | 40,048 | US$51,081.62 | - | ||||||
IDG-Accel China Investors L.P. | December 30, 2007 | 18,257 | US$23,286.99 | - | ||||||
Winner Crown Holdings Limited | February 5, 2008 | 7,513,335 | US$11,500,000 | - | ||||||
Tongtong Zhao | February 5, 2008 | 3,266,667 | US$5,000,000 | - | ||||||
Jiong (John) Wu | February 5, 2008 | 980,000 | US$1,500,000 | - | ||||||
Winner Crown Holdings Limited | March 15, 2008 | 11,760,002 | US$18,000,000 | - | ||||||
Powerhill Holdings Limited | May 31, 2008 | 1,306,667 | US$2,000,000 (all in the form of assignment of loan to us) | - | ||||||
Winner Crown Holdings Limited | May 31, 2008 | 1,306,667 | US$2,000,000 | - | ||||||
Northern Light Venture Fund, L.P. | July, 4 2008 | 3,160,213 | US$4,837,059.97 | - | ||||||
Northern Light Partners Fund, L.P. | July 4, 2008 | 347,027 | US$531,163.46 | - | ||||||
Northern Light Strategic Fund, L.P. | July 4, 2008 | 694,054 | US$1,062,326.92 | - | ||||||
IDG-Accel China Growth Fund L.P. | July 4, 2008 | 1,707,217 | US$2,613,086.83 | - | ||||||
IDG-Accel China Growth Fund-A L.P. | July 4, 2008 | 348,886 | US$534,009.10 | - | ||||||
IDG-Accel China Investors L.P. | July 4, 2008 | 159,048 | US$243,440.78 | - | ||||||
Jiong (John) Wu | July 4, 2008 | 653,333 | US$1,000,000 | - | ||||||
Ordinary Shares(2) | ||||||||||
Offshore Incorporations (Cayman) Limited | January 4, 2007 | 1 | US$0.0001 | - | ||||||
Jiong (John) Wu | February 4, 2007 | 3,999,999 | US$400 | - | ||||||
Winner Crown Holdings Limited | February 4, 2007 | 25,000,000 | US$2,500 | - | ||||||
Tongtong Zhao | February 4, 2007 | 15,000,000 | US$1,500 | - | ||||||
Winner Crown Holdings Limited | June 20, 2007 | 7,840,001 | US$9,999,996.68 | - | ||||||
Yongbin Cai, Yangqing Shi, Wenying Yang and Hui Zhu | August 14, 2007 | 1,550,533 | US$1,977,718.06 | |||||||
Jihua Ma, Shengli Wang and Rongying Xue | December 21, 2007 | 680,601 | US$1,129,864.07 | |||||||
Hui Wan | May 22, 2009 | 811,539 | US$1,464,236 | - | ||||||
Crown Horse Limited | May 22, 2009 | 807,418 | US$1,456,800 | - | ||||||
Qinghua Cai | May 22, 2009 | 554,241 | US$1,000,000 | - | ||||||
Heiho Tong | May 22, 2009 | 405,770 | US$732,118 | - | ||||||
Ge Feng | May 22, 2009 | 358,435 | US$646,713 | - | ||||||
Jun Zhu | May 22, 2009 | 243,462 | US$439,271 | - | ||||||
Jacob International Limited | May 22, 2009 | 113,616 | US$204,993 | - | ||||||
Global Crystal Consultants Limited | May 22, 2009 | 81,154 | US$146,424 | - | ||||||
Richtime Dev. Limited | August 6, 2009 | 735,000 | US$551,250 | |||||||
Winner Crown Holdings Limited | August 6, 2009 | 1,982,509 | US$3,576,981 | - | ||||||
Bo Li | August 6, 2009 | 482,866 | US$871,220 | - | ||||||
Huiqiu Cheng | August 6, 2009 | 162,308 | US$292,847 | - | ||||||
Jacob International Limited | August 6, 2009 | 138,560 | US$250,000 | - | ||||||
Everlasting Investment Management Co., Ltd | February 8, 2010 | 1,500,000 | US$2,310,000 | - |
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Underwriting | ||||||||||
Date of Sale or | Number of | Consideration in | Discount and | |||||||
Purchaser | Issuance | Securities | U.S. dollars | Commission | ||||||
Tongren Investment Holdings Limited | February 8, 2010 | 200,000 | US$308,000 | - | ||||||
Certain officers | March 8, 2010 | 3,276,875 | US$3,264,625 | - | ||||||
Certain employees | March 8, 2010 | 4,431,790 | US$2,756,740 | - |
(1) | Include Series B preferred shares issued as a result of the exercise of warrants. |
(2) | Include ordinary shares issued as a result of the exercise of warrants and options. |
In June 2007, we issued the following warrants to purchasers of our Series B preferred shares and Winner Crown for the purchase of additional Series B preferred shares. The warrants were issued in connection with the sale of our Series B preferred shares in June 2007 and we did not receive any separate consideration for the warrants. The number of Series B preferred shares covered by each warrant, the per share exercise price and current status of each warrant are listed below.
Number of Series B | ||||||||
Preferred Shares | Per Share Exercise | |||||||
Warrant No. | Purchaser | Covered | Price | Current Status | ||||
No. 1 | Chengwei Partners, L.P. | 169,912 | US$1.530612 | Exercised in full | ||||
No. 2 | Chengwei Ventures Evergreen Fund, L.P. | 4,169,396 | US$1.530612 | Exercised in full | ||||
No. 3 | Chengwei Ventures Evergreen Advisors Fund, LLC | 515,319 | US$1.530612 | Exercised in full | ||||
No. 4 | CDH Courtyard Limited | 4,854,626 | US$1.530612 | Expired. Not exercised. | ||||
No. 5 | Pinpoint Capital 2006 A Limited | 571,133 | US$1.530612 | Exercised in full | ||||
No. 6 | Northern Light Venture Fund, L.P. | 429,606 | US$1.530612 | Exercised in full | ||||
No. 7 | Northern Light Partners Fund, L.P. | 47,176 | US$1.530612 | Exercised in full | ||||
No. 8 | Northern Light Strategic Fund, L.P. | 94,351 | US$1.530612 | Exercised in full | ||||
No. 9 | IDG-Accel China Growth Fund L.P. | 1,707,217 | US$1.530612 | Exercised in full | ||||
No. 10 | IDG-Accel China Growth Fund-A L.P. | 348,886 | US$1.530612 | Exercised in full | ||||
No. 11 | IDG-Accel China Investors L.P. | 159,048 | US$1.530612 | Exercised in full | ||||
No. 12 | Chengwei Partners, L.P. | 50,430 | US$1.27551 | Exercised in full | ||||
No. 13 | Chengwei Ventures Evergreen Fund, L.P. | 1,237,487 | US$1.27551 | Exercised in full | ||||
No. 14 | Chengwei Ventures Evergreen Advisors Fund, LLC | 152,948 | US$1.27551 | Exercised in full | ||||
No. 15 | CDH Courtyard Limited | 1,440,865 | US$1.27551 | Exercised in full | ||||
No. 16 | IDG-Accel China Growth Fund L.P. | 195,966 | US$1.27551 | Exercised in full | ||||
No. 17 | IDG-Accel China Growth Fund-A L.P. | 40,048 | US$1.27551 | Exercised in full | ||||
No. 18 | IDG-Accel China Investors L.P. | 18,257 | US$1.27551 | Exercised in full | ||||
No. 19 | Winner Crown Holdings Limited | 4,704,001 | US$1.27551 | Exercised in full |
In March 2007, we issued the following convertible promissory notes, all of which were converted into our Series B preferred shares in June 2007.
Underwriting | ||||||||
Discount and | ||||||||
Purchaser | Principal Amount | Consideration | Commission | |||||
IDG-Accel China Growth Fund L.P. | US$3,082,800 | US$3,082,800 | - | |||||
IDG-Accel China Growth Fund-A L.P. | US$630,000 | US$630,000 | - | |||||
IDG-Accel China Investors L.P. | US$287,200 | US$287,200 | - |
II-4
In January 2010, we issued the following warrants. The number of ordinary shares covered by each warrant, the per share exercise price and current status of each warrant are listed below.
Number of | ||||||||
Ordinary | Per Share | |||||||
Warrant No. | Purchaser | Shares Covered | Exercise Price | Current Status | ||||
No. 1 | Everlasting Investment Management Co., Ltd. | 1,500,000 | US$1.54 | Exercised in full | ||||
No. 2 | Tongren Investment Holdings Limited | 200,000 | US$1.54 | Exercised in full |
ITEM 8 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) | Exhibits |
See Exhibit Index beginning onpage II-8 of this registration statement.
(b) | Financial Statement Schedules |
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in our consolidated financial statements or the notes thereto.
ITEM 9 | UNDERTAKINGS |
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, People’s Republic of China, on March 18, 2010.
China Lodging Group, Limited
By:
/s/ Tuo (Matthew) Zhang
Name: Tuo (Matthew) Zhang
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on March 18, 2010.
Signature | Title | |
* Name: Qi Ji | Executive Chairman of the Board of Directors | |
/s/ Tuo (Matthew) Zhang Name: Tuo (Matthew) Zhang | Chief Executive Officer (principal executive officer) | |
/s/ Min (Jenny) Zhang Name: Min (Jenny) Zhang | Chief Financial Officer (principal financial and accounting officer) | |
* Name: John Jiong Wu | Director | |
* Name: Tongtong Zhao | Director | |
* Name: Ping Ping | Independent Director | |
* Name: Yan Huang | Independent Director | |
*By: /s/ Tuo (Matthew) Zhang Name: Tuo (Matthew) Zhang Attorney-in-fact |
II-6
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Under the Securities Act, the undersigned, the duly authorized representative in the United States of China Lodging Group, Limited, has signed this registration statement or amendment thereto in Newark, Delaware, on March 18, 2010.
Authorized U.S. Representative
By:
/s/ Donald J. Puglisi
Name: | Donald J. Puglisi | |
Title: | Managing Director |
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China Lodging Group, Limited
EXHIBIT INDEX
Exhibit Number | Description | |||
1 | .1 | Form of Underwriting Agreement | ||
3 | .1† | Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect | ||
3 | .2† | Amended and Restated Memorandum and Articles of Association of the Registrant, to become effective upon the completion of this offering | ||
4 | .1† | Form of the Registrant’s American Depositary Receipt (included in Exhibit 4.3) | ||
4 | .2† | Specimen Certificate for Ordinary Shares of the Registrant | ||
4 | .3† | Form of Deposit Agreement among the Registrant, the Depositary and all Holders and Beneficial Owners of the American Depositary Shares issued thereunder | ||
4 | .4† | Ordinary Share and Series A Preferred Share Purchase Agreement, dated February 4, 2007 | ||
4 | .5† | Supplemental Agreement of Ordinary Share and Series A Preferred Share Purchase Agreement, dated April 18, 2007 | ||
4 | .6† | Series A Preferred Shareholders Agreement, dated February 4, 2007 | ||
4 | .7† | Series B Preferred Share Purchase Agreement, dated June 20, 2007 | ||
4 | .8† | Amended and Restated Shareholders Agreement, dated June 20, 2007 | ||
4 | .9† | Form of Certificate of Warrant to Purchase Series B Preferred Stock | ||
4 | .10† | Form of Series B Convertible Preferred Shares Subscription Agreement and its amendment | ||
4 | .11† | Warrant for the Purchase of Shares of Common Stock of the Registrant, dated January 8, 2010 | ||
4 | .12† | Warrant for the Purchase of Shares of Common Stock of the Registrant, dated January 15, 2010 | ||
5 | .1† | Opinion of Conyers Dill & Pearman regarding the validity of the ordinary shares being registered | ||
8 | .1† | Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters | ||
8 | .2† | Opinion of Davis Polk & Wardwell LLP regarding certain U.S. tax matters | ||
10 | .1† | Amended and Restated 2007 Global Share Plan, amended and restated as of December 12, 2007 | ||
10 | .2† | Amended and Restated 2008 Global Share Plan, amended and restated as of October 31, 2008 | ||
10 | .3† | Amended and Restated 2009 Share Incentive Plan, amended and restated as of October 1, 2009 | ||
10 | .4† | Form of Indemnification Agreement with the Registrant’s Directors | ||
10 | .5† | Form of Employment Agreement between the Registrant and Executive Officers of the Registrant | ||
10 | .6† | Facility Agreement between China Merchants Bank and HanTing Xingkong (Shanghai) Hotel Management Co., Ltd., dated June 19, 2009 | ||
10 | .7† | Fixed Assets Loan Agreement between the Industrial and Commercial Bank of China and Shanghai HanTing Hotel Management Group, Ltd. (formerly known as Lishan Senbao (Shanghai) Investment Management Co., Ltd.), dated September 22, 2008 | ||
10 | .8† | Fixed Assets Loan Contract between the Industrial and Commercial Bank of China and HanTing Xingkong (Shanghai) Hotel Management Co., Ltd., dated January 4, 2010 | ||
10 | .9† | Subscription Agreement between the Registrant and Ctrip.com International, Ltd., dated March 12, 2010 | ||
10 | .10† | Investor and Registration Rights Agreement between the Registrant and Ctrip.com International, Ltd., dated March 12, 2010 | ||
16 | .1† | Letter from Ernst & Young Hua Ming regarding change in certifying accountant | ||
21 | .1† | Subsidiaries of the Registrant | ||
23 | .1† | Consent of Deloitte Touche Tohmatsu CPA Ltd. | ||
23 | .2† | Consent of Conyers Dill & Pearman (included in Exhibits 5.1 and 8.1) | ||
23 | .3† | Consent of Davis Polk & Wardwell LLP (included in Exhibit 8.2) | ||
23 | .4† | Consent of Jun He Law Offices | ||
23 | .5† | Consent of Shanghai Inntie Hotel Management Consulting Co., Ltd. | ||
23 | .6† | Consent of Euromonitor International | ||
23 | .7† | Consent of Smith Travel Research | ||
23 | .8† | Consent of iResearch Consulting Group | ||
23 | .9† | Consent of Min Fan | ||
24 | .1† | Powers of Attorney (included on the signature page in Part II of this registration statement) | ||
99 | .1† | Code of Business Conduct and Ethics of the Registrant |
† Previously filed.
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