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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
Under the Securities Exchange Act of 1934
China Lodging Group, Limited
(Name of Issuer)
Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
G21182 103
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*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).
SCHEDULE 13G
CUSIP No. G21182 103
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1 |
Names of Reporting Persons Qi Ji | |||
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Check the Appropriate Box if a Member of a Group |
(a)o | ||
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization Singapore | |||
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Number of |
5 |
Sole Voting Power 107,473,461 | |||
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Shared Voting Power 0 | ||||
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7 |
Sole Dispositive Power 74,692,849 | ||||
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8 |
Shared Dispositive Power 0 | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 107,473,461 | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
o | ||
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11 |
Percent of Class Represented by Amount in Row 9 43.4% | |||
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12 |
Type of Reporting Person IN | |||
SCHEDULE 13G
CUSIP No. G21182 103
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1 |
Names of Reporting Persons Winner Crown Holdings Limited | |||
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Check the Appropriate Box if a Member of a Group |
(a)o | ||
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization British Virgin Islands | |||
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Number of |
5 |
Sole Voting Power 74,167,849 | |||
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6 |
Shared Voting Power 0 | ||||
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7 |
Sole Dispositive Power 74,167,849 | ||||
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8 |
Shared Dispositive Power 0 | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 74,167,849 | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
o | ||
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11 |
Percent of Class Represented by Amount in Row 9 30.1% | |||
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12 |
Type of Reporting Person CO | |||
SCHEDULE 13G
CUSIP No. G21182 103
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1 |
Names of Reporting Persons Sherman Holdings Limited | |||
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2 |
Check the Appropriate Box if a Member of a Group |
(a)o | ||
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization Commonwealth of the Bahamas | |||
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Number of |
5 |
Sole Voting Power 74,167,849 | |||
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6 |
Shared Voting Power 0 | ||||
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7 |
Sole Dispositive Power 74,167,849 | ||||
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8 |
Shared Dispositive Power 0 | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 74,167,849 | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
o | ||
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11 |
Percent of Class Represented by Amount in Row 9 30.1% | |||
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12 |
Type of Reporting Person CO | |||
SCHEDULE 13G
CUSIP No. G21182 103
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1 |
Names of Reporting Persons Credit Suisse Trust Limited, as Trustee of the Ji Family Trust | |||
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2 |
Check the Appropriate Box if a Member of a Group |
(a)o | ||
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization Singapore | |||
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Number of |
5 |
Sole Voting Power 74,167,849 | |||
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6 |
Shared Voting Power 0 | ||||
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7 |
Sole Dispositive Power 74,167,849 | ||||
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8 |
Shared Dispositive Power 0 | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 74,167,849 | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
o | ||
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11 |
Percent of Class Represented by Amount in Row 9 30.1% | |||
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12 |
Type of Reporting Person CO | |||
SCHEDULE 13G
CUSIP No. G21182 103
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1 |
Names of Reporting Persons Tongtong Zhao | |||
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2 |
Check the Appropriate Box if a Member of a Group |
(a)o | ||
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization Canada | |||
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Number of |
5 |
Sole Voting Power 100,000 | |||
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Shared Voting Power 0 | ||||
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7 |
Sole Dispositive Power 32,880,612 | ||||
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8 |
Shared Dispositive Power 0 | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 32,880,612 | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
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11 |
Percent of Class Represented by Amount in Row 9 13.3% | |||
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12 |
Type of Reporting Person IN | |||
SCHEDULE 13G
CUSIP No. G21182 103
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Names of Reporting Persons East Leader International Limited | |||
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Check the Appropriate Box if a Member of a Group |
(a)o | ||
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization British Virgin Islands | |||
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Number of |
5 |
Sole Voting Power 0 | |||
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6 |
Shared Voting Power 0 | ||||
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7 |
Sole Dispositive Power 32,780,612 | ||||
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8 |
Shared Dispositive Power 0 | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 32,780,612 | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
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11 |
Percent of Class Represented by Amount in Row 9 13.2% | |||
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12 |
Type of Reporting Person CO | |||
SCHEDULE 13G
CUSIP No. G21182 103
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1 |
Names of Reporting Persons Perfect Will Holdings Limited | |||
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2 |
Check the Appropriate Box if a Member of a Group |
(a)o | ||
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization British Virgin Islands | |||
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Number of |
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Sole Voting Power 0 | |||
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Shared Voting Power 0 | ||||
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7 |
Sole Dispositive Power 32,780,612 | ||||
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8 |
Shared Dispositive Power 0 | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 32,780,612 | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
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11 |
Percent of Class Represented by Amount in Row 9 13.2% | |||
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12 |
Type of Reporting Person CO | |||
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Item 1(a) |
Name of Issuer | ||
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Item 1(b) |
Address of Issuer’s Principal Executive Offices Shanghai 200336, People’s Republic of China | ||
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Item 2(a) |
Name of Person Filing | ||
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I: II: III: IV V: VI: VII: |
Qi Ji Winner Crown Holdings Limited Sherman Holdings Limited Credit Suisse Trust Limited, as Trustee of the Ji Family Trust Tongtong Zhao East Leader International Limited Perfect Will Holdings Limited | |
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Item 2(b) |
Address of Principal Business Office | ||
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The family address for Qi Ji is:
72 Bayshore Road #24-15 Costa Del Sol, Singapore 469988 |
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II: |
The principal business office for Winner Crown Holdings Limited is:
No. 2266 Hongqiao Road, Changning District Shanghai 200336, People’s Republic of China |
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III: |
The principal business office for Sherman Holdings Limited is:
The Bahamas Financial Centre Shirley & Charlotte Streets P.O. Box N-3023 Nassau Bahamas |
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IV: |
The principal business office for Credit Suisse Trust Limited is:
1 Raffles Link, #05-02 Singapore 039393 |
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V: |
The home address for Tongtong Zhao is:
No. 9 Lane 699 Cuibai Road Shanghai 201206, People’s Republic of China |
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VI: |
The principal business office for East Leader International Limited is:
Room 22 C, Building 5, 118 Long Zi Yun Road Shanghai 200051, People’s Republic of China |
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VII: |
The principal business office for Perfect Will Holdings Limited is:
c/o Sarasin Trust Company (Singapore) Limited 77 Robinson Road, #31-00 Singapore 068896 |
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Item 2(c) |
Citizenship | ||
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Item 2(d) |
Title of Class of Securities | ||
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Item 2(e) |
CUSIP Number | ||
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Item 3 |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is: | ||
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(a) |
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A Broker or dealer registered under section 15 of the Act; |
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(b) |
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A Bank as defined in section 3(a)(6) of the Act; |
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(c) |
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An Insurance company as defined in section 3(a)(19) of the Act; |
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(d) |
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An Investment company registered under section 8 of the Investment Company Act of 1940; |
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(e) |
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An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
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(j) |
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k) |
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A Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
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Not applicable. | ||
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Item 4 |
Ownership | ||
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The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this statement is provided as of April 20, 2013. The percentage amounts are based on 247,757,897 ordinary shares outstanding as of April 20, 2013 as reported in the Issuer’s annual report Form 20-F for the fiscal year ended December 31, 2012 filed on April 23, 2013. | ||
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Amount beneficially owned:
I: Qi Ji beneficially owns 107,473,461 ordinary shares, including (i) 74,167,849 ordinary shares held of record by Winner Crown Holdings Limited (“Winner Crown”), of which Qi Ji is the sole beneficial owner, (ii) 125,000 restricted ordinary shares, (iii) 400,000 vested options, (iv) 15,000,000 ordinary shares held of record by East Leader International Limited (“East Leader”), over which Qi Ji has voting power pursuant to a power of attorney dated February 25, 2010, and (v) 4,000,000 restricted ADSs representing 16,000,000 ordinary shares, 5,153 ADSs representing 20,612 ordinary shares and 1,760,000 ordinary shares held by East Leader, over which Qi Ji has voting power pursuant to a power of attorney dated February 12, 2014.
II. Winner Crown owns of record 74,167,849 ordinary shares.
III: Sherman Holdings Limited owns all of the equity interests in Winner Crown and is wholly owned by Credit Suisse Trust Limited, as Trustee of the Ji Family Trust (“CS Trustee”).
IV: CS Trustee owns all the equity interests in Winner Crown. It acts as trustee of the Ji Family Trust of which Qi Ji and his family members are the beneficiaries. CS Trustee disclaims beneficial ownership of the ordinary shares. The filing of this Schedule 13G should not be deemed an admission that CS Trustee is the beneficial owner of such ordinary shares for any purpose.
V: Tongtong Zhao beneficially owns 32,880,612 ordinary shares, including 100,000 vested options.
VI: East Leader owns of record 32,780,612 ordinary shares, including: (i) 15,000,000 ordinary shares, over which Qi Ji has voting power pursuant to a power of attorney dated February 25, 2010, and (ii) 4,000,000 restricted ADSs representing 16,000,000 ordinary shares, 5,153 ADSs representing 20,612 ordinary shares and 1,760,000 ordinary shares held by East Leader, over which Qi Ji has voting power pursuant to a power of attorney dated February 12, 2014.
VII: Perfect Will Holdings Limited owns all of the equity interest in East Leader and is wholly owned by Asia Square Holdings Ltd., as nominee for Sarasin Trust Company (Singapore) Limited (“Sarasin Trust”). Sarasin Trust acts as trustee of the Tanya Trust of which Tongtong Zhao, a co-founder and independent director of the Issuer, and her family members are the beneficiaries. | |
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(b) |
Percent of class: See Item 11 of each cover page. | |
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(c) |
Number of shares as to which such person has:
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(i): |
Sole power to vote or to direct the vote: See Item 5 of each cover page. |
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(ii) |
Share power to vote or to direct the vote: See Item 6 of each cover page. |
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(iii) |
Sole power to dispose or direct the disposition: See Item 7 of each cover page. |
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(iv) |
Shared power to dispose or direct the disposition: See Item 8 of each cover page. |
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Item 5 |
Ownership of Five Percent or Less of a Class |
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Not applicable |
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Item 6 |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable |
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Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable |
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Item 8 |
Identification and Classification of Members of the Group |
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Not applicable |
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Item 9 |
Notice of Dissolution of Group |
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Not applicable |
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Item 10 |
Certifications |
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Not applicable |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2014
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QI JI |
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By: |
/s/ Qi Ji |
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Name: Qi Ji |
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WINNER CROWN HOLDINGS LIMITED |
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By: |
/s/ Qi Ji |
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Name: Qi Ji |
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Title: Sole Director |
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SHERMAN HOLDINGS LIMITED |
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By: |
/s/ Jesmin Low /s/ Dominik Birri |
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Authorized Signatories, for and on behalf of Bukit Merah Limited as Corporate Director of Sherman Holdings Limited |
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CREDIT SUISSE TRUST LIMITED |
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By: |
/s/ Jesmin Low /s/ Dominik Birri |
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Authorized Signatories of Credit Suisse Trust Limited as Trustee of The JI Family Trust |
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TONGTONG ZHAO |
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By: |
/s/ Qi Ji |
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Name: Qi Ji |
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Title: Attorney-in-Fact |
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EAST LEADER INTERNATIONAL LIMITED |
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By: |
/s/ Qi Ji |
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Name: Qi Ji |
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Title: Attorney-in-Fact |
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PERFECT WILL HOLDINGS LIMITED |
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By: |
/s/ Qi Ji |
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Name: Qi Ji |
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Title: Attorney-in-Fact |
EXHIBITS
1. Joint Filing Agreement, dated February 13, 2014, among Qi Ji, Winner Crown Holdings Limited, Sherman Holdings Limited, Credit Suisse Trust Limited, Tongtong Zhao, East Leader International Limited and Perfect Will Holdings Limited
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares of China Lodging Group, Limited and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 13, 2014.
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QI JI |
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By: |
/s/ Qi Ji |
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Name: Qi Ji |
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WINNER CROWN HOLDINGS LIMITED |
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By: |
/s/ Qi Ji |
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Name: Qi Ji |
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Title: Sole Director |
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SHERMAN HOLDINGS LIMITED |
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By: |
/s/ Jesmin Low /s/ Dominik Birri |
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Authorized Signatories, for and on behalf of Bukit Merah Limited as Corporate Director of Sherman Holdings Limited |
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CREDIT SUISSE TRUST LIMITED |
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By: |
/s/ Jesmin Low /s/ Dominik Birri |
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Authorized Signatories of Credit Suisse Trust Limited as Trustee of The JI Family Trust |
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TONGTONG ZHAO |
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By: |
/s/ Qi Ji |
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Name: Qi Ji |
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Title: Attorney-in-Fact |
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EAST LEADER INTERNATIONAL LIMITED |
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By: |
/s/ Qi Ji |
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Name: Qi Ji |
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Title: Attorney-in-Fact |
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PERFECT WILL HOLDINGS LIMITED |
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By: |
/s/ Qi Ji |
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Name: Qi Ji |
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Title: Attorney-in-Fact |