As filed with the Securities and Exchange Commission on March 12, 2010


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Table of Contents

 

As filed with the Securities and Exchange Commission on March 12, 2010

Registration No. 333-165247

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 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           

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Title of each class of


 

 

Amount to be


 

 

Proposed maximum offering


 

 

Proposed maximum


 

 

Amount of


securities to be registered

 

 

registered(1)(2)

 

 

price per ordinary share(1)

 

 

aggregate offering price(1)

 

 

registration fee

Ordinary shares, par value US$0.0001 per share(3)

 

 

41,400,000

 

 

US$3.0625

 

 

US$126,787,500

 

 

US$9,040(4)

 

 

 

 

 

 

 

 

 

 

 

 

 




 

 

(1) 

Estimated solely for the purpose of computing the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.




 

 

(2) 

Includes (a) ordinary shares represented by American depositary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, and (b) ordinary shares represented by American depositary shares that are issuable upon the exercise of the underwriters’ over-allotment option to purchase additional shares. These ordinary shares are not being registered for the purposes of sales outside the United States.




 

 

(3) 

American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered pursuant to a separate registration statement on Form F-6 (Registration No. 333-165402). Each American depositary share represents four ordinary shares.




 

 

(4) 

Of which US$3,565 was previously paid.

 

 

 

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.

 
Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.


 

Subject to completion

Preliminary prospectus dated March 12, 2010

9,000,000 American Depositary Shares

 



China Lodging Group, Limited

 

Representing 36,000,000 Ordinary Shares

 

 

 

This is our initial public offering. We are offering 9,000,000 American depositary shares, or ADSs, each representing four of our ordinary shares, par value US$0.0001 per share. No public market currently exists for our ordinary shares or ADSs.

 

 

We currently anticipate the initial public offering price of our ADSs to be between US$10.25 and US$12.25 per ADS. We have applied to have our ADSs listed on the NASDAQ Global Market under the symbol “HTHT.”

 

 

Investing in our ADSs involves a high degree of risk. See “Risk Factors” beginning on page 13.

 

 

 

 

 

 

 

 

 

 

 

 

 

Per ADS

 

Total

 

 

 

 

 

 

 

 

 

Public offering price

 

US$          

 

 

 

US$          

 

 

Underwriting discount

 

US$          

 

 

 

US$          

 

 

Proceeds, before expenses, to us

 

US$          

 

 

 

US$          

 

 

 

 

We have granted the underwriters a 30-day option to purchase up to 1,350,000 additional ADSs from us at the initial public offering price less the underwriting discount and commission.

 

 

Delivery of our ADSs will be made on or about          , 2010.

 

 
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