Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Amendment No. 1)
(Mark One)
o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
. . . . . . . . . . . . . . . . . . .
For the transition period from to .
Commission file number: 001-36731
eHi Car Services Limited
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of Registrants name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Unit 12/F, Building No.5, Guosheng Center, 388 Daduhe Road
Shanghai, 200062
The Peoples Republic of China
(Address of principal executive offices)
Ray Ruiping Zhang, Chief Executive Officer
Telephone: +86 21 6468 7000
Facsimile: +86 21 5489 1121
Email: ir@ehic.com.cn
Unit 12/F, Building No.5, Guosheng Center, 388 Daduhe Road
Shanghai, 200062
The Peoples Republic of China
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
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Name of each exchange on which registered
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American Depositary Shares, each
representing two Class A common shares,
par value $0.001 per share
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New York Stock Exchange
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Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report:
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138,794,713 common shares, par value US$0.001 per share, being the sum of 65,784,925 Class A common shares (including 1,661,300 Class A common shares, represented by 830,650 American depositary shares, issued and reserved for the future exercise of options or the vesting of other awards under the 2010 Plan and the 2014 Plan) and 73,009,788 Class B common shares as of December 31, 2015
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o
Yes
x
No
If this report is an annual or transaction report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
o
Yes
x
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x
Yes
o
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x
Yes
o
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
US GAAP
x
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International Financial Reporting Standards as issued
by the International Accounting Standards Board
o
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Other
o
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If Other has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.
o
Item 17
o
Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o
Yes
x
No
Table of Contents
4.24§
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Share Purchase Agreement dated June 2, 2015 and amended on June 20, 2015 relating to share transfer in Elite Plus Developments Limited
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4.25#
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English translation of the Loan Agreement dated January 8, 2016 between Shanghai eHi Car Rental Co., Ltd. and Shanghai Chenghuan Car Rental Co., Ltd.
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4.26#
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English translation of the Supplemental Agreement to Loan Agreement dated January 8, 2016 between Shanghai eHi Car Rental Co., Ltd. and Shanghai Chenghuan Car Rental Co., Ltd.
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4.27#
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English translation of the Guarantee Agreement between Shanghai eHi Car Rental Co., Ltd. and Chenghuan Group
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4.28#
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English translation of the Guarantee Agreement between Shanghai eHi Car Rental Co., Ltd., Cheng Rong and Ji Haifeng
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4.29#
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English translation of the Equity Pledge Agreement dated January 8, 2016 between Shanghai eHi Car Rental Co., Ltd. and Cheng Rong
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4.30#
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English translation of the Equity Pledge Agreement dated January 8, 2016 between Shanghai eHi Car Rental Co., Ltd. and Ji Haifeng
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8.1#
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List of significant consolidated entities
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11.1*
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Code of Business Conduct and Ethics of eHi Car Services Limited
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12.1#
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CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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12.2#
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CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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13.1
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CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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13.2
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CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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15.1#
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Consent of Maples and Calder
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15.2#
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Consent of Grandall Law Firm (Shanghai)
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15.3#
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Consent of PricewaterhouseCoopers Zhong Tian LLP
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101.INS#
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XBRL Instance Document
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101.SCH#
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XBRL Taxonomy Extension Schema Document
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101.CAL#
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF#
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB#
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE#
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XBRL Taxonomy Extension Presentation Linkbase Document
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* Incorporated by reference to an exhibit to the Registration Statement on Form F-1 (File No. 333-199150), as amended, initially filed with the Securities and Exchange Commission on October 3, 2014.
** Incorporated by reference to an exhibit to the Registration Statement on Form F-6 (File No. 333-199819) filed with the Securities and Exchange Commission on November 3, 2014.
*** Incorporated by reference to an exhibit to the annual report on Form 20-F (File No. 001-36731) filed with the Securities and Exchange Commission on April 22, 2015.
**** Incorporated by reference to an exhibit to the Form 6-K (File No. 001-36731) filed with the Securities and Exchange Commission on May 26, 2015 and June 30, 2015.
# Previously filed.
Previously furnished.
§ Confidential treatment has been requested with respect to portions of this exhibit that have been redacted pursuant to Rule 406 under the Securities Act.
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