Indicate the number of outstanding shares
of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
94,814,866
ordinary shares, par value US$0.005 per share, as of December 31, 2013.
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
x
No
¨
If this report is an annual or transition
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. Yes
¨
No
x
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. Yes
x
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 during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes
x
No
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and
large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark which basis of
accounting the registrant has used to prepare the financial statements included in this filing:
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.
Item 17
¨
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). Yes
¨
No
x
(APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court. Yes
¨
No
¨
Unless otherwise indicated and except
where the context otherwise requires, references in this annual report on Form 20-F to:
This annual report on Form 20-F
includes our audited consolidated financial statements including the statement of operations for the years ended
December 31, 2011, 2012 and 2013 and the consolidated balance sheet as of December 31, 2012 and 2013.
PART
I.
ITEM 1. IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS
AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A.
Selected Financial Data
Our Selected Consolidated Financial Data
The following table presents our selected
consolidated financial information. The selected consolidated statement of operations data for the years ended December 31,
2011, 2012 and 2013 and the consolidated balance sheet data as of December 31, 2012 and 2013 have been derived from our audited
consolidated financial statements included elsewhere in this annual report. Our selected consolidated statement of operations data
for the years ended December 31, 2009 and 2010 and our consolidated balance sheet data as of December 31, 2009, 2010
and 2011 have been derived from our audited consolidated financial statements not included in this annual report. Our consolidated
financial statements are prepared and presented in accordance with U.S. GAAP.
Our historical results do not necessarily
indicate our results expected for any future periods. You should read the following information in conjunction with our consolidated
financial statements and related notes included elsewhere in this annual report.
|
|
For the Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
(in thousands)
|
|
Consolidated Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased-and-operated hotels
|
|
|
2,453,105
|
|
|
|
2,910,458
|
|
|
|
3,559,740
|
|
|
|
5,164,799
|
|
|
|
5,587,480
|
|
|
|
922,986
|
|
Franchised-and-managed hotels
|
|
|
147,535
|
|
|
|
256,799
|
|
|
|
399,986
|
|
|
|
604,936
|
|
|
|
765,491
|
|
|
|
126,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
2,600,640
|
|
|
|
3,167,257
|
|
|
|
3,959,726
|
|
|
|
5,769,735
|
|
|
|
6,352,971
|
|
|
|
1,049,436
|
|
Less: Business tax and related surcharges
|
|
|
(158,975
|
)
|
|
|
(191,232
|
)
|
|
|
(249,274
|
)
|
|
|
(353,418
|
)
|
|
|
(391,821
|
)
|
|
|
(64,724
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
2,441,665
|
|
|
|
2,976,025
|
|
|
|
3,710,452
|
|
|
|
5,416,317
|
|
|
|
5,961,150
|
|
|
|
984,712
|
|
Operating costs and expenses
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased-and-operated hotel costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rents and utilities
|
|
|
(797,944
|
)
|
|
|
(875,510
|
)
|
|
|
(1,232,662
|
)
|
|
|
(1,953,243
|
)
|
|
|
(2,108,924
|
)
|
|
|
(348,369
|
)
|
Personnel costs
|
|
|
(461,949
|
)
|
|
|
(506,406
|
)
|
|
|
(657,155
|
)
|
|
|
(1,037,371
|
)
|
|
|
(1,073,754
|
)
|
|
|
(177,372
|
)
|
Depreciation and amortization
|
|
|
(281,543
|
)
|
|
|
(308,888
|
)
|
|
|
(398,914
|
)
|
|
|
(612,789
|
)
|
|
|
(692,945
|
)
|
|
|
(114,466
|
)
|
Consumables, food and beverage
|
|
|
(172,467
|
)
|
|
|
(173,256
|
)
|
|
|
(258,120
|
)
|
|
|
(351,338
|
)
|
|
|
(343,029
|
)
|
|
|
(56,664
|
)
|
Others
|
|
|
(275,186
|
)
|
|
|
(310,705
|
)
|
|
|
(413,815
|
)
|
|
|
(687,254
|
)
|
|
|
(648,299
|
)
|
|
|
(107,091
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total leased-and-operated hotel costs
|
|
|
(1,989,089
|
)
|
|
|
(2,174,765
|
)
|
|
|
(2,960,666
|
)
|
|
|
(4,641,995
|
)
|
|
|
(4,866,951
|
)
|
|
|
(803,962
|
)
|
Personnel costs of franchised-and-managed hotels
(1)
|
|
|
(24,874
|
)
|
|
|
(44,128
|
)
|
|
|
(72,009
|
)
|
|
|
(125,031
|
)
|
|
|
(157,314
|
)
|
|
|
(25,986
|
)
|
Sales and marketing expenses
(1)
|
|
|
(30,462
|
)
|
|
|
(33,257
|
)
|
|
|
(44,451
|
)
|
|
|
(76,878
|
)
|
|
|
(109,935
|
)
|
|
|
(18,160
|
)
|
General and administrative expenses
(1)
|
|
|
(155,606
|
)
|
|
|
(193,482
|
)
|
|
|
(335,888
|
)
|
|
|
(315,235
|
)
|
|
|
(313,480
|
)
|
|
|
(51,783
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs and expenses
|
|
|
(2,200,031
|
)
|
|
|
(2,445,632
|
)
|
|
|
(3,413,014
|
)
|
|
|
(5,159,139
|
)
|
|
|
(5,447,680
|
)
|
|
|
(899,891
|
)
|
Other income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
16,558
|
|
|
|
11,089
|
|
|
|
1,832
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
(in thousands)
|
|
Income from operations
|
|
|
241,634
|
|
|
|
530,393
|
|
|
|
297,438
|
|
|
|
273,736
|
|
|
|
524,559
|
|
|
|
86,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
6,686
|
|
|
|
9,454
|
|
|
|
31,996
|
|
|
|
11,874
|
|
|
|
6,216
|
|
|
|
1,027
|
|
Interest expense
|
|
|
(10,983
|
)
|
|
|
(2,024
|
)
|
|
|
(46,868
|
)
|
|
|
(119,416
|
)
|
|
|
(54,149
|
)
|
|
|
(8,945
|
)
|
Issuance costs for convertible notes
|
|
|
—
|
|
|
|
(42,559
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Accelerated fee amortization on early extinguishment of Term Loan
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(41,872
|
)
|
|
|
(6,917
|
)
|
Loss from equity investment
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,305
|
)
|
|
|
(792
|
)
|
|
|
(131
|
)
|
(Loss)/gain on change in fair value of convertible notes
|
|
|
—
|
|
|
|
(9,040
|
)
|
|
|
198,547
|
|
|
|
(87,099
|
)
|
|
|
(133,404
|
)
|
|
|
(22,037
|
)
|
Gain on buy-back of convertible bond
|
|
|
69,327
|
|
|
|
2,480
|
|
|
|
1,521
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Non-operating income
|
|
|
16,248
|
|
|
|
22,223
|
|
|
|
35,899
|
|
|
|
43,248
|
|
|
|
53,663
|
|
|
|
8,864
|
|
Non-operating expenses
|
|
|
—
|
|
|
|
—
|
|
|
|
(7,315
|
)
|
|
|
(6,665
|
)
|
|
|
(1,000
|
)
|
|
|
(165
|
)
|
Foreign exchange (loss)/gain, net
|
|
|
(286
|
)
|
|
|
(4,350
|
)
|
|
|
15,849
|
|
|
|
217
|
|
|
|
49,830
|
|
|
|
8,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense and noncontrolling interests
|
|
|
322,626
|
|
|
|
506,577
|
|
|
|
527,067
|
|
|
|
113,590
|
|
|
|
403,051
|
|
|
|
66,580
|
|
Income tax expense
|
|
|
(62,166
|
)
|
|
|
(139,969
|
)
|
|
|
(169,442
|
)
|
|
|
(136,305
|
)
|
|
|
(206,997
|
)
|
|
|
(34,193
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss)
|
|
|
260,460
|
|
|
|
366,608
|
|
|
|
357,625
|
|
|
|
(22,715
|
)
|
|
|
196,054
|
|
|
|
32,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net (income)/loss attributable to noncontrolling interests
|
|
|
(4,457
|
)
|
|
|
(7,109
|
)
|
|
|
(6,094
|
)
|
|
|
(4,061
|
)
|
|
|
168
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) attributable to Home Inns’ shareholders
|
|
|
256,003
|
|
|
|
359,499
|
|
|
|
351,531
|
|
|
|
(26,776
|
)
|
|
|
196,222
|
|
|
|
32,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
3.37
|
|
|
|
4.45
|
|
|
|
4.17
|
|
|
|
(0.29
|
)
|
|
|
2.12
|
|
|
|
0.35
|
|
Diluted
|
|
|
2.34
|
|
|
|
4.23
|
|
|
|
1.26
|
|
|
|
(0.29
|
)
|
|
|
2.10
|
|
|
|
0.35
|
|
Earnings per ADS
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
6.74
|
|
|
|
8.89
|
|
|
|
8.35
|
|
|
|
(0.59
|
)
|
|
|
4.23
|
|
|
|
0.70
|
|
Diluted
|
|
|
4.69
|
|
|
|
8.45
|
|
|
|
2.51
|
|
|
|
(0.59
|
)
|
|
|
4.20
|
|
|
|
0.69
|
|
Weighted average ordinary shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
75,922,589
|
|
|
|
80,846,617
|
|
|
|
84,221,665
|
|
|
|
90,804,777
|
|
|
|
92,676,258
|
|
|
|
92,676,258
|
|
Diluted
|
|
|
80,895,112
|
|
|
|
84,747,102
|
|
|
|
94,299,393
|
|
|
|
90,804,777
|
|
|
|
93,417,644
|
|
|
|
93,417,644
|
|
(1) Share-based compensation expenses are included in the consolidated statement of operations data as follows:
|
|
For the Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
(in thousands)
|
|
Leased-and-operated hotel costs—personnel costs
|
|
|
—
|
|
|
|
—
|
|
|
|
3,283
|
|
|
|
8,199
|
|
|
|
7,904
|
|
|
|
1,306
|
|
Personnel costs of franchised-and-managed hotels
|
|
|
—
|
|
|
|
—
|
|
|
|
3,369
|
|
|
|
9,578
|
|
|
|
11,013
|
|
|
|
1,819
|
|
Sales and marketing expenses
|
|
|
—
|
|
|
|
—
|
|
|
|
656
|
|
|
|
1,535
|
|
|
|
1,514
|
|
|
|
250
|
|
General and administrative expenses
|
|
|
32,009
|
|
|
|
53,272
|
|
|
|
69,227
|
|
|
|
74,064
|
|
|
|
65,584
|
|
|
|
10,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total share-based compensation expenses
|
|
|
32,009
|
|
|
|
53,272
|
|
|
|
76,535
|
|
|
|
93,376
|
|
|
|
86,015
|
|
|
|
14,209
|
|
|
(2)
|
Each ADS represents two ordinary shares.
|
The following table presents a summary
of our consolidated balance sheet data as of December 31, 2009, 2010, 2011, 2012 and 2013:
|
|
As of December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
(in thousands)
|
|
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
829,592
|
|
|
|
2,382,643
|
|
|
|
1,786,038
|
|
|
|
663,156
|
|
|
|
1,156,743
|
|
|
|
191,080
|
|
Total assets
|
|
|
3,454,948
|
|
|
|
5,286,145
|
|
|
|
9,549,836
|
|
|
|
8,954,014
|
|
|
|
9,652,685
|
|
|
|
1,594,511
|
|
Convertible bonds, current
|
|
|
363,506
|
|
|
|
—
|
|
|
|
113,051
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Current portion of term loans
|
|
|
—
|
|
|
|
—
|
|
|
|
346,550
|
|
|
|
12,571
|
|
|
|
—
|
|
|
|
—
|
|
Total current liabilities
|
|
|
925,630
|
|
|
|
838,576
|
|
|
|
2,089,315
|
|
|
|
1,742,899
|
|
|
|
1,831,962
|
|
|
|
302,620
|
|
Deferred rental
|
|
|
155,612
|
|
|
|
191,034
|
|
|
|
593,955
|
|
|
|
631,618
|
|
|
|
691,456
|
|
|
|
114,220
|
|
Term loans
|
|
|
—
|
|
|
|
—
|
|
|
|
1,165,666
|
|
|
|
735,404
|
|
|
|
713,337
|
|
|
|
117,835
|
|
Convertible bonds, non-current
|
|
|
—
|
|
|
|
159,402
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Financial liability (convertible notes measured at fair value)
|
|
|
—
|
|
|
|
1,227,577
|
|
|
|
979,008
|
|
|
|
1,066,771
|
|
|
|
1,157,295
|
|
|
|
191,172
|
|
Ordinary shares
|
|
|
3,209
|
|
|
|
3,257
|
|
|
|
3,542
|
|
|
|
3,574
|
|
|
|
3,671
|
|
|
|
606
|
|
Additional paid-in capital
|
|
|
1,798,086
|
|
|
|
1,913,734
|
|
|
|
2,683,923
|
|
|
|
2,802,905
|
|
|
|
3,080,596
|
|
|
|
508,878
|
|
Total Home Inns shareholders’ equity
|
|
|
2,268,104
|
|
|
|
2,743,299
|
|
|
|
3,865,304
|
|
|
|
3,957,401
|
|
|
|
4,431,411
|
|
|
|
732,016
|
|
Exchange Rate Information
This annual report contains translations
of RMB amounts into U.S. dollars at specific rates solely for the convenience of the reader. The conversion of RMB into U.S. dollars
in this annual report is based on the noon buying rate published by the Federal Reserve Board. Unless otherwise noted, all translations
of financial data from RMB to U.S. dollars in this annual report were made at a rate of RMB 6.0537 to US$1.00, the certified exchange
rate in effect as of December 31, 2013. We make no representation that any RMB or U.S. dollar amounts could have been, or
could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, the rates stated below, or at all. The
PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into
foreign exchange and through restrictions on foreign trade. On April 18, 2014, the noon buying rate was RMB 6.2240 to US$1.00.
The following table sets forth information
concerning exchange rates between the RMB and the U.S. dollar for the periods indicated. These rates are provided solely for your
convenience and are not necessarily the exchange rates that we used in this annual report or will use in the preparation of our
periodic reports or any other information to be provided to you. The source of these rates is the Federal Reserve Board.
|
|
Noon Buying Rate
|
|
|
|
Period End
|
|
|
Average
(1)
|
|
|
Low
|
|
|
High
|
|
Period
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
6.8259
|
|
|
|
6.8295
|
|
|
|
6.8470
|
|
|
|
6.8176
|
|
2010
|
|
|
6.6000
|
|
|
|
6.6497
|
|
|
|
6.6745
|
|
|
|
6.6000
|
|
2011
|
|
|
6.2939
|
|
|
|
6.4630
|
|
|
|
6.6364
|
|
|
|
6.2939
|
|
2012
|
|
|
6.2301
|
|
|
|
6.2990
|
|
|
|
6.3879
|
|
|
|
6.2221
|
|
2013
|
|
|
6.0537
|
|
|
|
6.1412
|
|
|
|
6.2438
|
|
|
|
6.0537
|
|
October
|
|
|
6.0943
|
|
|
|
6.1032
|
|
|
|
6.1209
|
|
|
|
6.0815
|
|
November
|
|
|
6.0922
|
|
|
|
6.0929
|
|
|
|
6.0993
|
|
|
|
6.0903
|
|
December
|
|
|
6.0537
|
|
|
|
6.0738
|
|
|
|
6.0927
|
|
|
|
6.0537
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
|
6.0590
|
|
|
|
6.0509
|
|
|
|
6.0600
|
|
|
|
6.0402
|
|
February
|
|
|
6.1448
|
|
|
|
6.0816
|
|
|
|
6.1448
|
|
|
|
6.0591
|
|
March
|
|
|
6.2164
|
|
|
|
6.1729
|
|
|
|
6.2273
|
|
|
|
6.1183
|
|
April (through April 18, 2013)
|
|
|
6.2240
|
|
|
|
6.2121
|
|
|
|
6.2240
|
|
|
|
6.1966
|
|
|
(1)
|
Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during
the relevant period.
|
B.
Capitalization and Indebtedness
Not applicable.
C.
Reasons for the Offer and Use of Proceeds
Not applicable.
D.
Risk Factors
Risks Related to Our Business
Our operating results are subject to conditions typically
affecting the lodging industry.
Our operating results are subject to conditions
typically affecting the lodging industry, including the following:
|
•
|
changes in national, regional or local economic conditions;
|
|
•
|
severe weather conditions, natural disasters or travelers’ fears of exposure to serious contagious diseases;
|
|
•
|
competition from other hotels, the attractiveness of our hotels to customers, and our ability to maintain and increase sales
to existing customers and attract new customers;
|
|
•
|
local market conditions such as an oversupply of, or a reduction in demand for, hotel rooms;
|
|
•
|
the quality and performance of managerial and other employees of our hotels;
|
|
•
|
increases in operating costs and expenses due to inflation and other factors;
|
|
•
|
the availability and cost of capital to allow us and our franchisees to fund construction and renovation of, and make other
investments in, our hotels;
|
|
•
|
seasonality of the lodging business and occurrence of major national or regional events; and
|
|
•
|
the risk that leased properties may be subject to challenges as to their compliance with relevant government regulations or
their compatibility with government planning and re-zoning.
|
Changes in any of these conditions could
adversely affect our occupancy rates, average daily rates and RevPAR or otherwise adversely affect our results of operations and
financial condition.
We may not be able to manage our expected expansion, which
could materially and adversely affect our operating results.
Since our inception, we have experienced
substantial growth in our hotel network. We have increased the number of our hotels in operation in China from 5 in 2002 to 2,180
(with another 161 hotels contracted or under construction) as of December 31, 2013. We intend to continue to develop additional
hotels in different geographic locations in China and increase our number of hotels in operation. In November 2010, we launched
a new hotel brand for the midscale to upscale market, Yitel (or
Heyi
in Chinese). As of December 31, 2013, we had 18
Yitel hotels in operation and 7 other Yitel hotels contracted or under construction. Effective October 1, 2011, we completed
the acquisition of a 100% ownership interest in Motel 168 International Holdings Limited, or Motel 168, and we have retained the
Motel 168 brand. As of December 31, 2013, we had 378 hotels in operation under the Motel 168 brand and another 19 contracted
or under construction. We plan to continue to open new hotels under each of these brands in the foreseeable future.
Our expansion has placed, and will continue
to place, substantial demands on our managerial, operational, technological and other resources. Our planned expansion will also
require us to maintain the consistency of each of our products and the quality of our services to ensure that our brands do not
suffer as a result of any deviations, whether actual or perceived, in the consistency of each of our products and the quality of
our services. In order to manage and support our growth, we must continue to improve our existing operational, administrative and
technological systems and our financial and management controls, and recruit, train and retain qualified hotel management personnel
as well as other administrative and sales and marketing personnel, particularly as we expand into new markets. We cannot guarantee
that we will be able to effectively and efficiently manage the growth of our operations, recruit and retain qualified personnel
and integrate new hotels into our operations. Any failure to effectively and efficiently manage our expansion may materially and
adversely affect our ability to capitalize on new business opportunities, which in turn may have a material adverse effect on our
results of operation.
Expansion into new geographic markets
and addition of new hotel products for which we have limited operating experience and brand recognition may present operating and
marketing challenges that are different from those that we currently encounter in existing markets for our hotels. In addition,
our expansion within existing markets may adversely affect the financial performance of our existing hotels in those markets and,
as a result, negatively affect our overall results of operations. Inability to anticipate the changing demands that expanding our
operations will impose on our management and information and operational systems, or failure to quickly adapt our systems and procedures
to the new markets, could result in revenue decline and increased expenses and otherwise harm our results of operations and financial
condition.
If the value of our brands or image diminishes, it could
have a material and adverse effect on our business and results of operations.
Our “Home Inn” and “Motel
168” brands are associated with cleanliness, convenience and comfort with consistent, high-quality service among value-conscious
individual business and leisure travelers in China. The “Home Inn” brand tends to attract a higher proportion of business
travelers, while “Motel 168” tends to cater more to younger business and leisure travelers. Our continued success in
maintaining and enhancing our brands and image depends, to a large extent, on our ability to satisfy customer needs by further
developing and maintaining our innovative and distinctive products and maintaining consistent quality of services across our hotel
chain, as well as our ability to respond to competitive pressures. If we are unable to do so, our occupancy rates may decline,
which could in turn adversely affect our results of operations. Our business may also be adversely affected if our public image
or reputation were to be diminished by the operations of any of our hotels, whether due to unsatisfactory service, accidents and
injuries or otherwise. Our brands are integral to our sales and marketing efforts. If our brands do not continue to be attractive
to customers and if the value of our brands is diminished, our business and results of operations may be materially and adversely
affected.
If we are not able to hire, train and retain qualified
managerial and other employees for our hotel operations, our brand and our business may be materially and adversely affected.
Our managerial and other employees manage
our hotels and interact with our customers on a daily basis. They are critical to maintaining the quality and consistency of our
services as well as our established brand and reputation. It is important for us to attract qualified managerial and other employees
who have experience in lodging or other consumer-service industries and are committed to our “customer-first” approach.
There may be a limited supply of such qualified individuals in some of the cities in China where we have operations and other cities
into which we intend to expand. In addition, characteristics such as dedication are difficult to assess during the recruitment
process. We must hire and train qualified managerial and other employees on a timely basis to keep pace with our growth while maintaining
consistent quality of services across our hotels in various geographic locations. We must also provide continuous training to our
managerial and other employees so that they are equipped with up-to-date knowledge of various aspects of our hotel operations and
can meet our demand for high-quality services. If we fail to do so, the quality of our services may decrease in one or more of
the markets where we operate, which in turn may have a material and adverse effect on our brand and our business.
We may not be able to successfully identify and secure
additional hotel properties.
We plan to open more hotels in targeted
markets to further grow our business. We may not be successful in identifying and leasing or franchising additional hotel properties
at desirable locations and on commercially reasonable terms or at all. Some cities in China have undergone economic development
and expansion for several decades while others are still in early stages of development. In more developed cities, it may be difficult
to increase the number of hotels if we or our competitors already have substantial operations in such cities. In less developed
cities, demand for our hotels may not increase as rapidly as we expect. Even if we are able to successfully identify and acquire
new hotel properties via lease or franchise arrangements, new hotels may not generate the returns we expect. We also may incur
costs in connection with evaluating hotel properties and negotiating with property owners, including properties that we are subsequently
unable to lease or franchise. If we fail to successfully identify or compete for additional hotel properties, our ability to execute
our growth strategy could be impaired and our business and prospects may be materially and adversely affected.
We may need additional capital. To the extent permitted
under the terms of our existing indebtedness, the sale of additional ADSs or other equity securities could result in additional
dilution to our shareholders, and the incurrence of additional indebtedness would result in increased debt service obligations
and could restrict our operations.
We believe that our current cash and cash
equivalents, anticipated cash flow from operations and the proceeds from our past capital markets fundraising activities, and undrawn
bank credit facilities available to us will be sufficient to meet our anticipated cash needs for the foreseeable future. We may,
however, require additional cash resources due to changed business conditions, strategic acquisitions or other future developments,
including any re-financing needs or any investments or acquisitions we may decide to pursue. If these resources are insufficient
to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities,
to the extent permitted under the terms of our existing indebtedness. The sale of additional equity securities could result in
additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and
could result in operating and financing covenants that would restrict our operations. We cannot guarantee that financing will be
available in amounts or on terms acceptable to us, if at all, particularly in light of current global economic conditions, or that
the operating and financing covenants in our existing indebtedness will allow us to raise the additional capital that we might
need.
We may not be able to develop hotel properties on a timely
or cost-efficient basis, which may adversely affect our growth strategy and business.
We develop almost all of our leased-and-operated
hotels directly. Our involvement in the development of properties presents a number of risks, including construction delays or
cost overruns, which may result in increased project costs or forgone revenue. We may be unable to recover development costs we
incur for projects that do not reach completion. Properties that we develop could become less attractive due to market saturation
or oversupply, and as a result we may not be able to recover development costs at the expected rate, or at all. If we are unable
to successfully manage our hotel development to minimize these risks, our growth strategy and business prospects may be adversely
affected.
If we are unable to maintain our hotels’ good condition
and attractive appearance, our hotel occupancy rates may decline.
In order to maintain our hotels’
good condition and attractive appearance, our hotels require ongoing repairs, maintenance, renovations and other leasehold improvements,
including periodic replacement of certain furniture, fixtures and equipment. If we and our franchisees do not make needed leasehold
investments and improvements, our hotel occupancy rates may decline and we could lose market share.
Our costs and expenses may remain constant or increase
even if our revenues decline.
A significant portion of our operating
costs, including rent, is fixed. Accordingly, a decrease in our revenues could result in a disproportionately higher decrease in
our earnings because our operating costs and expenses are unlikely to decrease proportionately. For example, the period during
which China’s Spring Festival holiday occurs generally accounts for a lower portion of our annual revenues than other periods,
but our expenses do not vary as significantly as changes in occupancy and revenues, since we need to continue to pay rent and salary,
make regular repairs, maintenance and renovations and invest in other capital improvements throughout the year to maintain the
attractiveness of our hotels. Our property development and renovation costs may increase as a result of increasing costs of materials.
However, we have a limited ability to pass increased costs to customers through room rate increases. Therefore, our costs and expenses
may remain constant or increase even if our revenues decline.
In addition, our leased-and-operated hotels
typically incur significant pre-opening costs during the conversion stage, and may incur losses during the ramp-up stage before
revenues exceed operating costs, which are largely fixed. Should there be delays in conversion process or if the ramp-up is slower
than expected, our financial performance can be materially and adversely impacted.
Our effort in developing our new hotel brand, Yitel (or
Heyi in Chinese), may divert management attention and resources from our existing business, and if the new product is not well
received by the market, we may not be able to generate sufficient revenue to offset the costs and expenses, and our overall financial
performance and condition may be adversely affected.
We currently operate 18 hotels under the
Yitel (or
Heyi
in Chinese) brand, which is a mid to upscale brand concept targeting individual business and leisure travelers
who have a higher travel budget than the customers of economy hotels, but a lower travel budget than the customers of high star-rated
hotels. We started the initiative to enter this market segment in late 2008, when we opened the first hotel under the H Hotel name.
After efforts to refine the design concept of this product, service offering and other features and standards, we opened the second
hotel in this segment under the Yitel name in September 2011. Subsequently, the H Hotel was re-named Yitel, and we opened two other
Yitel hotels in late 2011, three more in 2012 and eleven more in 2013. There are an additional seven Yitel hotels contracted and
under development as of the end of 2013, and we target to have a total of more than 100 Yitel hotels within the next three years.
We have limited operating experience in developing and operating hotels in the mid to upscale market. If Yitel hotels are not well
received by the market, we may not be able to generate sufficient revenue to offset the costs and expenses, and our overall financial
performance and condition may be adversely affected.
Our financial and operating performance may be adversely
affected by epidemics, severe weather conditions, natural disasters and other catastrophes.
Our financial and operating performance
may be adversely affected by epidemics, severe weather conditions, natural disasters and other catastrophes, particularly in locations
where we operate a large number of hotels. Losses caused by epidemics, severe weather conditions, natural disasters and other catastrophes,
including H1N1 or H7N9 virus, SARS, avian flu, earthquakes and typhoons, are either uninsurable or too expensive to justify insuring
against in China. In the event an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of
the capital we have invested in a hotel, as well as the anticipated future revenue from the hotel. In that event, we might nevertheless
remain obligated for any financial obligations related to the hotel. Similarly, epidemics, war (including the potential of war),
terrorist activity (including threats of terrorist activity), social unrest and heightened travel security measures instituted
in response and travel-related accidents, as well as geopolitical uncertainty and international conflict, will affect travel and
may in turn have a material adverse effect on our business and results of operation. In addition, we may not be adequately prepared
with contingency planning or recovery capability for a major incident or crisis, and as a result our operational continuity may
be adversely affected and our reputation may be harmed.
The lodging industry in China is highly competitive with
relatively low barriers to entry, and if we are unable to compete successfully, our financial condition and results of operations
may be harmed.
The lodging industry in China is highly
competitive. Competition in the industry is primarily based on room rates, quality of accommodations, brand name recognition, convenience
of location, geographic coverage, service quality, range of services and guest amenities. We compete primarily with other economy
hotel chains as well as various regional and local economy hotels. We also compete with two- and three-star hotels, as we offer
rooms with standards comparable to many of those hotels while maintaining competitive pricing. In addition, we may also face competition
from new entrants in the economy hotel segment in China. As compared to developing four- or five-star hotels, developing economy
and midscale hotels does not require significant capital commitments or human resources. This relatively low barrier to entry potentially
allows new competitors to enter our markets quickly to compete with our business. Furthermore, we compete with all other hotels
for guests in each market in which we operate, as our typical business and leisure traveler customers may change their travel,
spending and consumption patterns and choose to stay in hotels in different segments. New and existing competitors may offer competitive
rates, greater convenience, services or amenities or superior facilities, which could attract customers away from our hotels, resulting
in a decrease in occupancy and average daily rates for our hotels. Any of these factors may have an adverse effect on our competitive
position, results of operations and financial condition.
Failure to retain our senior management could harm our
business.
We place substantial reliance on the lodging
and other consumer-service industry experience and the institutional knowledge of members of our senior management team. Mr. David
Jian Sun, our chief executive officer, Ms. Huiping Yan, our chief financial officer, Mr. Jason Xiangxin Zong, our chief
operating officer, and Ms. May Wu, our chief strategy officer, are particularly important to our future success due to their
substantial experience in the lodging and other consumer service industries. We do not carry key person insurance on any of our
senior management team. The loss of the services of one or more of these members of our senior management team due to their departure
or otherwise could hinder our ability to effectively manage our business and implement our growth strategies. Ms. Yan will be resigning
as chief financial officer effective April 30, 2014. A search for a replacement has commenced and May Wu, our current chief strategy
officer and former chief financial officer, will be our acting chief financial officer effective from May 1, 2014, until a suitable
candidate comes on board. Finding a suitable replacement for Ms. Yan or for Mr. Sun, Mr. Zong and Ms. Wu could be
difficult, and competition for such personnel of similar experience is intense. If we lose the services of any of them, our business
may be adversely affected.
Interruption or failure of our information and operational
systems could impair our ability to effectively provide our services, which could damage our reputation.
Our ability to provide consistent and
high-quality services throughout our hotel chain depends on the continued operation of our proprietary information and operational
systems, including our property management, central reservation, customer relationship management and management reporting systems.
Any damage to, or failure of, our systems could interrupt our service. Our systems are vulnerable to damage or interruption as
a result of power loss, telecommunications failures, computer viruses, fires, floods, earthquakes, interruptions in access to our
toll-free numbers, hacking or other attempts to harm our systems, and similar events. Our servers, which are maintained in Shanghai,
may also be vulnerable to break-ins, sabotage and vandalism. Some of our systems are not fully redundant, and our disaster recovery
planning does not account for all possible scenarios. In addition, our systems and technologies may become outdated and we may
not be able to replace or introduce upgraded systems as quickly as our competitors or within budgeted costs for such upgrades.
If we experience frequent or persistent system failures, our quality of services and our reputation could be harmed. The steps
we need to take to increase the reliability and redundancy of our systems may be costly, which could reduce our operating margin,
and there can be no assurance that whatever increased reliability may be achievable in practice would justify the costs incurred.
Failure to maintain the integrity of internal or customer
data could result in harm to our reputation or subject us to costs, liabilities, fines or lawsuits.
Our business involves collecting and retaining
large volumes of internal and customer data, including credit card numbers and other personal information as our various information
technology systems enter, process, summarize and report such data. We also maintain information about various aspects of our business
operations as well as our employees. The integrity and protection of our customer, employee and company data is critical to our
business. Our customers and employees expect that we will adequately protect their personal information, and the regulations applicable
to security and privacy are becoming increasingly important in China. Theft, loss, fraudulent or unlawful use of customer, employee
or company data could harm our reputation or result in remedial and other costs including fines and litigation liabilities.
If we fail to maintain an effective system of internal
control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.
We are subject to reporting obligations
under the U.S. securities laws. The Securities and Exchange Commission, or the SEC, as required by Section 404 of the Sarbanes-Oxley
Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal control
over financial reporting in its annual report, which contains management’s assessment of the effectiveness of our internal
control over financial reporting. Our management has concluded that our internal control over financial reporting was effective
as of December 31, 2013. See “Item 15. Controls and Procedures.” Our independent registered public accounting
firm has issued an attestation report as of December 31, 2013. See “Item 15. Controls and Procedures—Attestation
Report of the Registered Public Accounting Firm.” However, if we fail to maintain effective internal control over financial
reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that
we have effective internal control over financial reporting at a reasonable assurance level. This could in turn result in the loss
of investor confidence in the reliability of our financial statements and negatively impact the trading price of our ADSs. Furthermore,
we have incurred and anticipate that we will continue to incur considerable costs, management time and other resources in an effort
to continue to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.
Any failure to protect our trademarks and other intellectual
property rights could have a negative impact on our business.
We believe our brands, trade names, trademarks
and other intellectual property are critical to our success. “Home Inn” and “Motel 168” are highly recognized
brands in the economy hotel segment of China’s lodging industry. The success of our business depends in part upon our continued
ability to use our brands, trade names and trademarks to increase brand awareness and to further develop our brand. The unauthorized
reproduction of our trademarks could diminish the value of our brands and their market acceptance, competitive advantages or goodwill.
In addition, our proprietary information and operational systems, which have not been patented or otherwise registered as our property,
are a key component of our competitive advantage and our growth strategy.
Monitoring and preventing the unauthorized
use of our intellectual property is difficult. The measures we take to protect our brands, trade names, trademarks and other intellectual
property rights may not be adequate to prevent their unauthorized use by third parties. Furthermore, the application of laws governing
intellectual property rights in China and abroad is evolving, and could involve substantial uncertainties to us. If we are unable
to adequately protect our brands, trade names, trademarks and other intellectual property rights, we may lose these rights and
our business may suffer materially.
The growth of on-line and other hotel reservation intermediaries
and travel consolidators may adversely affect our margins and profitability.
Some of our hotel rooms are booked through
travel intermediaries and consolidators to whom we pay agency fees for such services. If these intermediaries and consolidators
become the primary channel through which our customers make their bookings, they may be able to negotiate higher agency fee rates,
reduced room rates, or other significant concessions from us. We believe that the aim of such intermediaries and consolidators
is to have consumers develop loyalties to their reservation systems rather than to our brand. A material increase in reliance on
these travel intermediaries and consolidators may adversely affect our ability to control the supply and price of our room inventory,
which would in turn adversely affect our margins and profitability.
Our expansion requires capital. If we fail to generate
sufficient cash flow from operations and/or obtain outside financing when required, we may not be able to fund our planned expansion.
We typically need to make a capital expenditure
of approximately US$1.4 million to convert a leased property into an operational Home Inn brand leased-and-operated hotel. Following
our acquisition of Motel 168, we spent approximately US$23.9 million on renovating the Motel 168 hotels and implementing new
marketing initiatives and operational best practices. Accelerated expansion of our leased-and-operated Home Inn, Motel 168 and
Yitel brand hotels beyond their current levels will increase our capital expenditures. We typically incur substantial pre-opening
expenses for leased-and-operated hotels during the conversion stage and incur losses during the initial ramp-up stage. In the past,
we were able to fund such capital expenditures and pre-opening and other expenses from capital markets fund raising activities
and cash flow generated internally from our operations. There is no assurance that we will continue to be able to access capital
markets or generate sufficient cash flow internally to fund our planned expansion.
Future acquisitions or strategic investments may have
an adverse effect on our ability to manage our business and harm our financial condition and results of operations.
If we are presented with appropriate opportunities,
we may acquire or invest in businesses or assets that are complementary to our business. Future acquisitions, particularly actual
or potential material acquisitions, would expose us to potential risks, including risks associated with unforeseen or hidden liabilities,
the diversion of management attention and resources from our existing business and the inability to generate sufficient revenues
to offset the costs and expenses of acquisitions. After we acquired Top Star in 2007, our operational and financial performance
was negatively impacted by the acquired hotels after we had committed substantial management and financial resources to the integration
and improvement of those acquired hotels. The acquisition of Motel 168 in 2011 had a short-term negative impact on our operational
and financial performance in 2012. Any difficulties encountered in the integration of future acquisitions may have an adverse effect
on our ability to manage our business and near term profitability. If a strategic investment is unsuccessful, then in addition
to the diversion of management attention and resources from our existing business we may lose the value of our investment, which
could have a material adverse effect on our financial condition and results of operations.
Our limited operating history makes it difficult to evaluate
our future prospects and results of operations.
We believe that our future success depends
on our ability to increase revenue and profitability from our operations. We have a limited operating history, having commenced
operations in 2002. Accordingly, you should consider our future prospects in light of the risks and challenges encountered by a
company with a limited operating history. These risks and challenges include those associated with our ability to:
|
•
|
continue our growth while maintaining our profitability;
|
|
•
|
maintain and enhance our competitive position in the economy hotel segment of the lodging industry in China;
|
|
•
|
offer an innovative product to attract recurring and new customers;
|
|
•
|
implement our strategy and modify it from time to time to respond effectively to competition and changes in customer preferences
and needs;
|
|
•
|
increase awareness of our “Home Inn”, “Yitel” and “Motel 168” brands and continue to develop
customer loyalty;
|
|
•
|
attract, train, retain and motivate qualified personnel; and
|
|
•
|
renew leases for our leased-and-operated hotels on commercially viable terms after the initial lease terms expire.
|
If we are unsuccessful in addressing any
of these risks or challenges, our business may be materially and adversely affected.
Seasonality of our business and the occurrence of national
or regional major events may cause fluctuations in our revenues, cause our ADS price to decline, and adversely affect our profitability.
The lodging industry is subject to fluctuations
in revenues due to seasonality and national or regional major events. The seasonality of our business may cause fluctuations in
our quarterly operating results. Generally, the first quarter, in which both the New Year and Spring Festival holidays fall, accounts
for a lower percentage of our annual revenues than other quarters of the year. Therefore, you should not rely on our operating
results for prior quarters as an indication of our results in any future period. In addition, the occurrence of national or regional
major events may affect our operating results, in particular for the hotel locations where those events are held. In 2011, our
year-over-year RevPAR decrease was driven by a lower occupancy rate and a lower average daily rate due to the absence of the price
premium unique to the Shanghai World Expo that started on May 1, 2010 and ended on October 31, 2010. As our revenues
may vary from quarter to quarter or year to year, our business is difficult to predict and our results could fall below investor
expectations, which could cause our ADS price to decline. Furthermore, although it typically takes our new hotels approximately
six months to ramp up, the ramp-up process of some of our hotels can be delayed due to seasonality, which may negatively affect
our revenues and profitability.
We are subject to various franchise, hotel industry, public
security, construction, hygiene, health and safety, and environmental laws and regulations that may subject us to liability.
Our business is subject to various compliance
and operational requirements under PRC laws. For example, we are required to obtain the approval from, and file initial and annual
reports with, the PRC Ministry of Commerce to engage in the hotel franchising business. Each of our hotels is required to obtain
a special industry license and a fire control approval issued by the local public security bureau, to have hotel operations included
in the business scope of its business license, to obtain hygiene permits and environmental impact assessment approvals, and to
comply with license requirements, rules, laws and regulations with respect to construction permit, zoning, fire prevention, public
and food safety and environmental protection. See “Regulation — Regulations on Hotel Operation.”
If we fail to comply with any applicable
public security, construction, hygiene, health and safety, and environmental laws and regulations related to our business, we may
be subject to potentially significant monetary damages and fines or the suspension of our operations or development activities.
Furthermore, new regulations could also require us to retrofit or modify our hotels or incur other significant expenses. It is
also possible that new zoning plans or regulations applicable to a specific location may cause us to relocate our hotel(s) in that
location, or require additional approvals and licenses that may not be granted to us promptly or at all, which may adversely affect
our operating results. Any failure by us to control the use of, or to adequately restrict the discharge of, hazardous substances
in our development activities, or to otherwise operate in compliance with environmental laws could also subject us to potentially
significant monetary damages and fines or the suspension of our hotel development activities or hotel operations, which could materially
adversely affect our financial condition and results of operations.
As of March 31, 2014, we had not
yet obtained certain required approvals, licenses and permits in the PRC for seven of our hotels. While we expect to obtain the
required approvals, licenses and permits in due course, this noncompliance could result in administrative fines, suspension of
operations or other penalties under applicable PRC law. We cannot guarantee that we will not be subject to any challenges or other
actions with respect to such noncompliance.
Accidents or injuries in our hotels may adversely affect
our reputation and subject us to liability.
There are inherent risks of accidents
or injuries occurring in hotels or in connection with our hotel construction or operations. For example, in the early morning of
May 1, 2011, a fire broke out in Tonghua City, Jilin Province, in the building in which one of our hotels is located. Ten
people were killed and over forty were injured. It was later determined that the fire was caused by arson within the premises of
another tenant in the same building. As the fire broke out between three and four o’clock in the morning, most of the victims
were guests or employees of our hotel. The occurrence of one or more such accidents or injuries could adversely affect our reputation
for safety among customers and potential customers, harm our brand, result in liability, and increase our costs by requiring us
to implement even more comprehensive safety measures. Our current property and liability insurance policies may not provide adequate
coverage and we may be unable to renew our insurance policies or obtain new insurance policies without increased premiums or decreased
levels of coverage.
We have limited insurance coverage.
We carry property insurance that covers
the assets that we own at our hotels, but not the buildings or any other assets owned by our lessors. Although we require our lessors
to purchase customary insurance policies, we cannot guarantee that they will adhere to such requirements. Furthermore, those Motel
168 hotels that are still operating on leases they had signed before the acquisition generally have lower insurance coverage than
our Home Inn and Yitel hotels. If we were held liable for amounts and claims exceeding the limits of our insurance coverage or
outside the scope of our insurance coverage, our business, results of operations and financial condition may be materially and
adversely affected. In addition, we do not have any business disruption insurance coverage for our operations to cover losses that
may be caused by severe weather conditions, natural disasters or catastrophic events, such as epidemics or earthquakes. Any business
disruption or natural disaster may result in our incurring substantial costs and diversion of our resources.
Our leases could be terminated early, we may not be able
to renew our existing leases on commercially reasonable terms and our rents could increase substantially in the future, which could
materially and adversely affect our business and results of operations.
Our lease agreements with third parties
for our leased-and-operated hotels typically provide, among other things, that the lease agreements could be terminated under certain
legal or factual circumstances. If our leases were terminated early, we may be entitled to liquidated damages and full or partial
recovery of our investments in leasehold improvements; however, our operation of such properties may be interrupted or discontinued
and we may incur costs in relocating our operations to other locations. Furthermore, we may have to pay losses and damages and
incur other liabilities to our guests and other vendors due to breach or default of our contractual obligations for a particular
property. As a result, our business and results of operations and financial condition may be adversely affected by early termination
of our lease agreements.
We plan to renew our existing leases upon
expiration. However, we may be unable to retain our leases on satisfactory terms, or at all. In particular, we may experience an
increase in rent payments and loss of revenues in connection with renegotiating our leases. If a significant number of our existing
leases are terminated early or are not renewed on satisfactory terms upon expiration, our costs may increase in the future. If
we cannot pass the increased costs on to our guests through room rate increases, our operating margins and earnings could decrease
and our results of operations could be materially and adversely affected.
Our legal right to lease certain properties could be challenged
by property owners or other third parties, which could prevent us from continuing to operate the affected hotels or increase the
costs associated with operating these hotels.
Except for one hotel property, we do not
hold any land-use rights with respect to the land on which our hotels are located, nor do we own any of the hotel properties we
operate. Instead, our business model relies on leases from third parties who either own the properties or lease the properties
from the ultimate property owner. As of December 31, 2013, title certificates for 99 of the properties operated by us had
not been obtained. We cannot guarantee that title to properties we currently lease or franchise will not be challenged, and such
challenges, if successful, could impair the development or operations of our hotels on such properties. In addition, we are subject
to the risk of potential disputes with property owners. Such disputes, whether resolved in our favor or not, may divert management
attention, harm our reputation or otherwise disrupt our business.
In a few instances where our immediate
lessors are not the ultimate owners of hotel properties, no consent was obtained from the owners to sublease the hotel properties
to us. A lessor’s failure to duly obtain the title to the property or to receive any necessary approvals from the ultimate
owner or the primary lease holder, as applicable, could potentially invalidate our lease or result in the renegotiation of such
lease leading to less favorable terms. Moreover, we cannot guarantee that the building ownership or leasehold in connection with
our franchised-and-managed hotels will not be subject to similar third-party challenges. Some of the properties we or our franchisees
lease from third parties were subject to mortgages at the time the leases were signed. In such circumstances and where consent
to the lease was not obtained from the mortgage holder, the lease may not be binding on the transferee of the property if the mortgage
holders foreclose on the mortgage and transfer the property, which could in turn materially and adversely affect our ability to
operate the hotel facility.
Our lessors’ failure to comply with lease registration
and other compliance requirements under PRC law may subject these lessors or us to fines or other penalties that may negatively
affect our ability to operate our hotels.
As an operator and manager of hotel properties,
we, our franchisees and those from whom we lease properties are subject to a number of land- and property-related legal requirements.
For instance, under PRC law, all lessors are required to register their lease agreements with the local housing bureau. Our standard
lease agreement generally requires the lessor to make such registrations. However, as of December 31, 2013, most lessors of
our leased-and-operated hotels had not obtained registrations of their leases from the relevant authorities as required. We continue
to remind these lessors to obtain registrations under our lease agreements with them. In addition, based on the specific land use
right certificates and property ownership certificates currently held by some of our lessors, certain hotel properties we lease
are restricted to industrial and other uses, rather than for commercial service use. The failure of our lessors to register lease
agreements as required by law or to ensure that the hotel properties are operated in compliance with their designated use may subject
these lessors or us to fines or other penalties which may negatively affect our ability to operate the hotels covered under those
leases.
There are uncertainties associated with our cooperation
with our franchisees. Franchisees’ defaults or wrongdoings may affect our reputation, which would adversely affect the results
of our operations.
Our franchised-and-managed hotels operate
under our brand names. If our brands are misused by any of our franchisees, there may be an adverse impact on our business reputation
and brand image. In addition, like operators in service-oriented industries, we are subject to customer complaints and we may face
complaints from unsatisfied customers who are unhappy with the standard of service offered by our franchisees. Any complaints,
regardless of their nature and validity, may affect our reputation, thereby adversely affecting the results of our operations.
We may also have to incur additional costs in placating any customers or salvaging our reputation. If our franchisees default or
commit wrongdoings, there could be situations where the franchisees are not in a position to sufficiently compensate us for losses
which we may have suffered as a result thereof.
Risks Related to Doing Business in China
Changes in economic and political policies of the PRC
government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.
We conduct substantially all of our business
operations in China. As the travel industry is highly sensitive to business and personal discretionary spending levels, it tends
to decline during general economic downturns. Accordingly, our results of operations, financial condition and prospects are influenced
significantly by economic, political and legal developments in China. China’s economy differs from the economies of most
developed countries in many respects, including the degree of government involvement and influence on the level of economic development,
growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth
in the past 20 years, growth has been uneven across different regions and economic sectors of China. The PRC government has
implemented various measures to promote economic development and direct the allocation of resources. While some of these measures
benefit the overall PRC economy, they may also have a negative impact on us. For example, our financial condition and results of
operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable
to us. In addition, zoning requirements and other governmental mandates with respect to urban planning may change from time to
time, and some of our hotels may be demolished or relocated, for which we may not receive adequate compensation.
As the PRC economy is increasingly intricately
linked to the global economy, it is affected in various respects by downturns and recessions of major economies around the world,
such as the recent global financial crisis. Stimulus measures designed to help China weather the global financial crisis may contribute
to higher inflation, which could adversely affect our results of operations and financial condition. Whether as a result of rising
standards of living or other factors, we have already felt inflationary pressure on rents, utilities and wages. Measures to control
the pace of economic growth may cause a decrease in the level of economic activity in China, which in turn could adversely
affect our results of operations and financial condition by reducing demand from business and leisure travelers. The PRC economy
has been transitioning from a planned economy to a more market-oriented economy. Although the PRC government has implemented measures
since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive
assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets
in China is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating
industry development by imposing industrial policies. The PRC government also exercises significant control over China’s
economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary
policy and providing preferential treatment to selected industries or companies. We cannot guarantee that future actions and policies
of the PRC government will not materially affect our liquidity and access to capital and our ability to operate our business.
The audit report included in this annual report is prepared
by an auditor that is not inspected by the Public Company Accounting Oversight Board, and consequently you are deprived of the
benefits of such inspection.
Auditors of companies that are registered
with the SEC and traded publicly in the United States, including our independent registered public accounting firm, must be registered
with the US Public Company Accounting Oversight Board, or PCAOB, and are required by the laws of the United States to undergo regular
inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards. Because our
auditors are licensed to operate in the Peoples’ Republic of China, a jurisdiction where the PCAOB is currently unable to
conduct inspections without the approval of the Chinese authorities, their audit procedures or quality control procedures are not
currently inspected by the PCAOB.
This lack of PCAOB inspections in China
prevents the PCAOB from regularly evaluating audits and quality control procedures of any auditors operating in China, including
our auditors. As a result, investors may be deprived of the benefits of PCAOB inspections.
The inability of the PCAOB to conduct
inspections of auditors in China makes it difficult to evaluate the effectiveness of our auditor’s audit procedures or quality
control procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence
in our reported financial information and procedures and the quality of our financial statements.
Proceedings instituted by the SEC against certain PRC-based
accounting firms, including our independent registered public accounting firm, may ultimately result in our financial statements
being determined to not be in compliance with the requirements of the Securities Exchange Act of 1934.
In December 2012, the SEC brought administrative
proceedings against certain PRC-based accounting firms, including our independent registered public accounting firm, alleging that
these firms had violated U.S. securities laws and the SEC’s rules and regulations thereunder by failing to provide to the
SEC the firms’ audit papers and other documents related to certain PRC-based companies that are publicly traded in the United
States.
On January 22, 2014, the Administrative
Law Judge presiding over the matter reached an initial decision that these PRC-based accounting firms had each violated the SEC’s
rules of practice by failing to produce the audit work papers and related documents directly to the SEC. The initial decision further
determined that each of the firms should be censured and barred from practicing before the SEC for a period of six months. The
firms have appealed the initial administrative law decision to the SEC. The initial administrative law decision will not become
effective until and unless it is endorsed by the full SEC. The firms can then further appeal the final decision of the SEC through
the federal appellate courts.
While we cannot predict the outcome of
the SEC’s review, nor that of any subsequent appeal process, if these PRC-based accounting firms, including our independent
registered public accounting firm, are ultimately temporarily barred from practicing before the SEC, we may not be able to meet
our reporting requirements under the Exchange Act. Failure to comply with reporting requirements may ultimately result in our deregistration
by the SEC and delisting from Nasdaq, in which case our market capitalization may decline sharply and the value of your investment
in our ADSs may be materially and adversely affected.
Uncertainties with respect to the Chinese legal system
could adversely affect us.
We conduct our business primarily through
our subsidiaries in China. Our operations in China are governed by PRC laws and regulations. Our subsidiaries are generally subject
to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to foreign-invested enterprises.
The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but do not have binding legal
effect. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign
investments in China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations
may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively
new, and because of the limited volume of published court decisions and their nonbinding nature, the interpretation and enforcement
of these laws and regulations involve uncertainties. In addition, any litigation in China may be protracted and result in substantial
costs and diversion of resources and management attention.
Governmental control of currency conversion may affect
the value of your investment.
The PRC government imposes controls on
the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially
all of our revenues in RMB. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries
to remit sufficient foreign currency to our offshore entities for our offshore entities to pay dividends or make other payments
or otherwise to satisfy our foreign currency-dominated obligations. Under existing PRC foreign exchange regulations, payments of
current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can
be made in foreign currencies without prior approval from the State Administration of Foreign Exchange, or SAFE, by complying with
certain procedural requirements. Our PRC subsidiaries may also retain foreign currency in their current account bank accounts for
use in payment of international current account transactions. However, for most capital account items, approval from or registration
with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China
to pay capital expenses such as the repayment of bank loans denominated in foreign currencies.
If we finance our PRC subsidiaries through
additional capital contributions, the amount of these capital contributions must be approved by the Ministry of Commerce in China
or its local counterpart. On August 29, 2008, SAFE promulgated Memorandum 142, a notice regulating the conversion by a foreign-invested
company of foreign currency into RMB by restricting how the converted RMB may be used. The notice requires that RMB converted
from the foreign currency-denominated capital of a foreign-invested company may only be used for purposes within the business scope
approved by the applicable governmental authority and may not be used for equity investments within the PRC unless this is specifically
provided for in the business scope of the foreign-invested company. In addition, SAFE strengthened its oversight of the flow
and use of RMB funds converted from the foreign currency-denominated capital of a foreign-invested company. The use of such RMB
may not be changed without approval from SAFE, and it may not be used to repay RMB loans if the proceeds of such loans have not
yet been used for purposes within the company’s approved business scope. Violations of Memorandum 142 may result in severe
penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulations. We cannot guarantee that
we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis,
if at all, with respect to future loans by us to our PRC subsidiaries or with respect to future capital contributions by us to
our PRC subsidiaries. If we fail to complete such registrations or obtain such approvals, our ability to contribute additional
capitals to fund our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our
ability to fund and expand our business.
Fluctuation in the value of the RMB may have a material
adverse effect on your investment.
Substantially all of our revenues and
most of our expenses are denominated in RMB. However, we also have substantial assets and liabilities that are denominated in U.S.
dollars. As of December 31, 2013, we had U.S. dollar denominated cash and cash equivalents of US$42.3 million, and we had
US$184.0 million in outstanding convertible notes and US$117.0 million in outstanding loans.
The conversion of RMB into foreign currencies,
including U.S. dollars, is based on rates set by the People’s Bank of China. The PRC government allowed the RMB to appreciate
by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010,
this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Since June 2010,
the PRC government has allowed the RMB to appreciate slowly against the U.S. dollar again, and it has appreciated more than 10%
since June 2010,
though there also have been periods when it has lost
value against the U.S. dollar
. It is difficult to predict how market forces or PRC or U.S. government policy may impact
the exchange rate between the RMB and the U.S. dollar in the future.
Under the terms of our aggregate US$117.0
million loans from the Industrial and Commercial Bank of China (Europe) S.A., we may be required to provide further guarantees
or repay a portion of the loans if the Renminbi depreciates relative to the U.S. dollar beyond US$1.00 to RMB 6.2769 such that
the Renminbi amount of our RMB 777.2 million (US$128.4 million) standby letter of credit with the Industrial and Commercial Bank
of China, Shanghai Branch, if expressed in U.S. dollars, would be less than the U.S. dollar amount of principal and interest payable
over the remaining life of the loans.
Any significant depreciation of the RMB
against the U.S. dollar may have a material adverse effect on the value of, and any dividends payable on, our ADSs and common shares.
If we decide to convert our RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares, for
repayment of debt or for other business purposes, depreciation of the RMB against the U.S. dollar would reduce the U.S. dollar
amount available to us. On the other hand, to the extent that we need to convert U.S. dollars into RMB for our operations, appreciation
of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. In addition,
the value of your investment in our ADSs will be affected by the exchange rate between U.S. dollars and RMB because the value of
our business is effectively denominated in RMB, while the ADSs will be traded in U.S. dollars. Fluctuation in the value of the
RMB in either direction could have a material adverse effect on the value of our company and the value of your investment.
PRC regulations relating to the establishment of offshore
special purpose companies by PRC residents may subject our PRC resident shareholders to personal liability and limit our ability
to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute profits to us, or otherwise
adversely affect us.
SAFE issued a public notice in October 2005
along with related procedural guidance most recently amended in 2012 requiring PRC residents to register with the local SAFE branch
before establishing or gaining control of any company outside of China for the purpose of capital financing with assets or equity
of PRC companies. This kind of company is referred to in the notice as an “offshore special purpose company.” Under
this public notice, PRC residents who are shareholders and/or beneficial owners of such offshore special purpose companies were
required to register with the local SAFE branch. We have requested our shareholders and/or beneficial owners who are subject to
the registration requirements under the SAFE notice to register with the local SAFE branch. Failure of these shareholders and/or
beneficial owners to register with the local SAFE branch as required by the SAFE notice or failure of future shareholders of our
company who are PRC residents to comply with the registration procedures set forth in the SAFE notice may subject such shareholders
and/or beneficial owners to fines and other government actions and may also limit our ability to fund our PRC subsidiaries, limit
our PRC subsidiaries’ ability to distribute dividends to our company or otherwise adversely affect our business.
We rely principally on dividends and other distributions
on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of
our subsidiaries entities to make payments to us could have a material adverse effect on our ability to conduct our business.
We are a holding company and we rely principally
on dividends and other distributions from our subsidiaries in China for our cash requirements, including any debt we may incur.
Current PRC regulations permit our subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined
in accordance with PRC accounting standards and regulations. In addition, each of our subsidiaries in China is required to set
aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserves until the aggregate
amount of such statutory reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends.
As of December 31, 2013, aggregate net assets of RMB 3.46 billion (US$571.8 million) were not distributable in the form
of dividends to us due to these PRC regulations. Furthermore, if our subsidiaries in China incur debt on their own behalf in the
future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. In addition,
the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements we currently have in place
in a manner that would materially and adversely affect our subsidiaries’ ability to pay dividends and other distributions
to us. Any limitation on the ability of our subsidiaries to distribute dividends or other payments to us could materially and adversely
limit our ability to make investments or acquisitions that could be beneficial to our businesses, pay dividends, or otherwise fund
and conduct our business.
The PRC tax treatment of our holding company structure
under the Enterprise Income Tax Law is subject to uncertainties, and if such uncertainties are resolved unfavorably to us, we may
incur higher taxes than we anticipate, and our net income and ability to pay dividends could be hampered.
We are a holding company incorporated
in the Cayman Islands that indirectly holds, through subsidiaries in the Cayman Islands, the British Virgin Islands, Mauritius
and Hong Kong, other subsidiaries in the PRC. We conduct substantially all of our business operations in China. The Enterprise
Income Tax Law and its implementation rules provide that China-sourced income of foreign enterprises, such as dividends paid by
a PRC subsidiary to its non-PRC resident overseas parent, will normally be subject to PRC withholding tax at a rate of 10%, unless
there are applicable treaties that reduce such rate. Under a special arrangement between China and Hong Kong, dividends paid to
enterprises incorporated in Hong Kong are subject to a preferential withholding tax rate of 5% provided that a Hong Kong resident
enterprise owns over 25% of the PRC enterprise distributing the dividend and can be considered as a “beneficial owner”
of the dividends received from the PRC enterprise. The State Administration for Taxation promulgated Notice Regarding Interpretation
and Recognition of Beneficial Owners under Tax Treaties on October 27, 2009, which provides guidance on the determination
of “beneficial owners”. If our Hong Kong subsidiaries are not considered to be the “beneficial owners”
of the dividends they receive from our PRC subsidiaries under this notice, any dividends paid by our PRC subsidiaries to our Hong
Kong subsidiaries would be subject to withholding tax at a rate of 10%.
Under the Enterprise Income Tax Law, an
enterprise established outside of China whose “de facto management body” is located in China is considered a resident
enterprise for PRC tax purpose and will be subject to enterprise income tax at the rate of 25% on its worldwide income. Under the
applicable implementation regulations, the “de facto management body” is defined as the organizational body that effectively
exercises overall management and control over production and business operations, personnel, finance and accounting, and properties
of the enterprise. It remains unclear how the PRC tax authorities will interpret such a broad definition. Substantially all of
our management is currently based in China, and may remain in China in the future. If the PRC tax authorities determine that we
should be classified as a resident enterprise for PRC tax purposes, our global income will be subject to income tax at a uniform
rate of 25%, which may have a material adverse effect on our financial condition and results of operations. Notwithstanding the
foregoing provision, the Enterprise Income Tax Law also provides that, if a resident enterprise directly invests in another resident
enterprise, the dividends received by the investing resident enterprise from the invested enterprise are exempted from income tax,
subject to certain conditions.
Our foreign ADS or ordinary share holders may be subject
to PRC withholding tax on the dividends payable by us and upon gains realized on their sales of our ADSs or ordinary shares if
we are classified as a PRC “resident enterprise.”
Under the Enterprise Income Tax Law and
its implementation rules, any gain realized by “non-resident enterprises” is subject to 10% withholding tax to the
extent such gain is sourced within the PRC if (i) such “nonresident enterprise” has no establishment or premise
in the PRC, or (ii) it has an establishment or premise in the PRC but its income sourced within the PRC has no real connection
with such establishment or premise, unless the withholding tax is otherwise exempted or reduced by tax treaties. The Enterprise
Income Tax Law and its implementation rules are relatively new and ambiguities exist with respect to the interpretation of the
provisions relating to identification of PRC-source income. If we are recognized as a PRC resident enterprise under the Enterprise
Income Tax Law by the PRC tax authorities, dividends paid by us to our non-PRC resident enterprise ADS holders and ordinary shareholders
may be deemed to be derived from sources within the PRC and, therefore, be subject to the 10% PRC dividend withholding tax. Similarly,
any gain realized on the transfer of our ADSs or ordinary shares by our non-PRC resident enterprise ADS holders and ordinary shareholders
may also be subject to the 10% PRC income tax if such gain is regarded as income derived from sources within the PRC. In such case,
our foreign ADS or ordinary share holders that are “non-resident enterprises” may become subject to a 10% withholding
income tax under the Enterprise Income Law, unless any such foreign ADS or ordinary share holders is qualified for a preferential
withholding rate or tax exemption under a tax treaty or tax law.
If the PRC tax authorities recognize us
as a PRC resident enterprise under the Enterprise Income Tax Law, our ADS holders who are not PRC tax residents and seek to enjoy
preferential tax rates under relevant tax treaties will need to apply to the PRC tax authorities for recognition of eligibility
for such benefits in accordance with Memorandum 124, issued by the PRC State Administration of Taxation on August 24, 2009.
It is likely that eligibility will be based on a substantive analysis of the ADS holders’ tax residency and economic substance.
With respect to dividends, the “beneficial owner” tests will also apply. If determined to be ineligible for treaty
benefits, such an ADS holder would become subject to higher PRC tax rates on capital gains realized from sales of our ADSs and
on dividends on our ADSs.
In such circumstances, the value of such
foreign ADS holders’ investment in our ADSs may be materially and adversely affected.
The M&A rule sets forth complex procedures for acquisitions
conducted by foreign investors which could make it more difficult to pursue growth through acquisitions.
On August 8, 2006, six PRC regulatory
agencies including the Ministry of Commerce and SAFE jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises
by Foreign Investors, or the M&A Rule. The M&A Rule sets forth complex procedures and requirements that could make merger
and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that
the approvals from Ministry of Commerce be obtained. We may continue to expand our business in part by acquiring complementary
businesses or assets in China. Complying with the requirements of the M&A Rule to complete such transactions could be time-consuming,
and any required approval processes, including obtaining approval from the Ministry of Commerce, may delay or inhibit such transactions,
which could affect our ability to expand our business or maintain our market share.
Risks Related to Our ADSs
The market price for our ADSs has been and may continue
to be volatile.
The market price of our ADSs has been
and may continue to be subject to wide fluctuations. From our listing on October 27, 2006 to April 21, 2014, the market
price of our ADSs on Nasdaq ranged from a low of US$7.00 to a high of US$54.25 per ADS, and the closing price on April 21,
2014 was US$32.74 per ADS. The market price for our ADSs has been and may continue to be volatile and subject to wide fluctuations
in response to factors including the following:
|
•
|
revisions to our projected financial or operational performance by ourselves or by securities research analysts;
|
|
•
|
actual or anticipated fluctuations in our quarterly operating results;
|
|
•
|
conditions in the travel and lodging industries, including regulatory developments affecting us or our competitors;
|
|
•
|
changes in the performance or market valuations of other lodging companies;
|
|
•
|
announcements of studies and reports relating to the quality of our services or those of our competitors;
|
|
•
|
announcements by us or our competitors of new products, acquisitions, strategic partnerships, expansions or capital commitments;
|
|
•
|
addition or departure of key personnel;
|
|
•
|
fluctuations of exchange rates between the RMB and U.S. dollar or other foreign currencies;
|
|
•
|
detrimental negative publicity about our company or our services;
|
|
•
|
potential litigation or administrative investigations;
|
|
•
|
sales or anticipated potential sales of additional shares or ADSs;
|
|
•
|
market and volume fluctuations in the stock market in general; and
|
|
•
|
general economic or political conditions in China and elsewhere.
|
In addition, the market prices for companies
with operations in China in particular have experienced volatility that might have been unrelated to the operating performance
of such companies. The securities of some China-based companies that have listed their securities in the United States have experienced
significant volatility since their initial public offerings, including, in some cases, substantial price declines in the market
prices of their securities. The performance of the securities of these China-based companies after their offerings may affect the
attitudes of investors toward Chinese companies listed in the United States, which consequently may impact the performance of our
ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate
governance practices or fraudulent accounting, corporate structure or other matters in other China-based companies may also negatively
affect the attitudes of investors towards China-based companies in general, including us, regardless of whether we have engaged
in any inappropriate activities.
The global financial crisis and the ensuing
economic recessions in many countries have contributed and may continue to contribute to extreme volatility in the global stock
markets, such as the large declines in share prices in the United States, China and other jurisdictions at various times since
2008. These broad market and industry fluctuations may adversely affect the price of our ADSs, regardless of our operating performance.
Substantial future sales of our ADSs or ordinary shares
in the public market, or the perception that these sales could occur, could cause the price of our ADSs to decline.
Additional sales of our ADSs or ordinary
shares in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline,
particularly if a large number of previously restricted shares become registered. In some cases, we may agree to file shelf registration
statements in connection with a major acquisition or securities offering. For example, we filed a shelf registration statement
on Form F-3 in May 2011 after certain shareholders and holders of our convertible notes exercised their registration rights, and
we filed another shelf registration statement on Form F-3 in May 2012 after the former shareholders of Motel 168 exercised their
registration rights. In each case, a significant number of shares or convertible securities became freely tradable without restriction
under the Securities Act. Sales of these registered shares in the public market could cause the price of our ADSs to decline.
Our corporate actions are substantially controlled by
our officers, directors and principal shareholders.
As of February 28, 2014, our directors
and officers beneficially owned a total of 94,830,700 of our ordinary shares, including shares that they had the right to acquire
within 60 days. Beijing Tourism Group, or BTG, through its affiliate, owned 14,726,165 of our ordinary shares based on the latest
information it has filed with the SEC, and it has the right to appoint, and has appointed, two directors of our company. Furthermore,
Ctrip.com International, Ltd., or Ctrip, owned 14,400,765 of our ordinary shares based on the latest information it has filed with
the SEC; two of Ctrip’s co-founders and directors are also our co-founders and directors. If our officers, directors and
these two principal shareholders choose to act in concert, they would beneficially own 36.4% of our ordinary shares (calculated
as of February 28, 2014, including shares that they had the right to acquire within 60 days) and could exert substantial influence
over matters requiring approval by our shareholders, including electing directors and approving mergers or other business combination
transactions. The concentration of our share ownership may discourage, delay or prevent a change in control of our company, which
could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might
reduce the price of our ADSs or the value of our ordinary shares. These actions may be taken even if they are opposed by our other
shareholders.
You may not have the same voting rights as the holders
of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote.
Except as described in this annual report
and in the deposit agreement, holders of our ADSs will not be able to exercise voting rights attaching to the shares represented
by our ADSs directly. Holders of our ADSs may instruct the depositary or its nominee how to exercise the voting rights attaching
to the shares represented by the ADSs. However, you may not receive voting materials in time to instruct the depositary to vote,
and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the
opportunity to exercise a right to vote.
You may not be able to participate in rights offerings
and may experience dilution of your holdings as a result.
We may distribute rights to our shareholders
from time to time, including rights to acquire our securities. Under the deposit agreement for the ADSs, the depositary will not
offer those rights to ADS holders unless both the rights and the underlying securities to be distributed to ADS holders are either
registered under the Securities Act or exempt from registration under the Securities Act with respect to all holders of ADSs. We
are under no obligation to file a registration statement with respect to any such rights or underlying securities or to endeavor
to cause such a registration statement to be declared effective. In addition, we may not be able to take advantage of any exemptions
from registration under the Securities Act. Accordingly, holders of our ADSs may be unable to participate in our rights offerings
and may experience dilution in their holdings as a result.
You may be subject to limitations on transfer of your
ADSs.
Your ADSs are transferable on the books
of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient
in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers
of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable
to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement,
or for any other reason.
You may face difficulties in protecting your interests,
and your ability to protect your rights through the U.S. federal courts may be limited, because we are incorporated under Cayman
Islands law, we conduct substantially all of our operations in China and the majority of our officers reside outside the United
States.
We are incorporated in the Cayman Islands,
and conduct substantially all of our operations in China through our wholly-owned subsidiaries in China. Most of our directors
and officers reside outside the United States and some or all of the assets of those persons are located outside of the United
States. As a result, it may be difficult to effect service of process within the United States or elsewhere outside China upon
our directors and officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities
laws.
It may also be difficult or impossible
for you to bring an action against us or against our directors and officers in the Cayman Islands or in China in the event that
you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing
an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets
or the assets of our directors and officers. There is no statutory recognition in the Cayman Islands of judgments obtained in the
United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign
court of competent jurisdiction without retrial on the merits, provided that the judgment is final and was not obtained in a manner
and is not of a kind where its enforcement would be contrary to natural justice or the public policy of the Cayman Islands. Moreover,
our PRC counsel has advised us that the PRC does not have treaties with the United States or many other countries providing for
the reciprocal recognition and enforcement of judgment of courts.
Our corporate affairs are governed by
our memorandum and articles of association and by the Companies Law (2013 Revision) and common law of the Cayman Islands. The rights
of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities
of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common
law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from
English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders
and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under
statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities
laws as compared to the United States, and provides significantly less protection to investors. In addition, Cayman Islands companies
may not have standing to initiate a shareholder derivative action before the federal courts of the United States.
As a result of all of the above, our public
shareholders may have more difficulty in protecting their interests through actions against our management, directors or major
shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.
Our articles of association contain anti-takeover provisions
that could have a material adverse effect on the rights of holders of our ordinary shares and ADSs.
Our articles of association contain provisions
limiting the ability of others to acquire control of our company or cause us to enter into change-of-control transactions. These
provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing
market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction.
For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in
one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special
rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms
of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares,
in the form of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in
control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares,
the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially
and adversely affected.
Provisions of our convertible notes and term loans could
discourage an acquisition of our company by a third party.
The indenture for our convertible notes
defines a “fundamental change” to include: (1) any person or group gaining control of our company; (2) our
company merging with or into another company or disposing of substantially all of its assets; (3) our ADSs ceasing to be listed
on a U.S. national securities exchange; or (4) the adoption of any plan relating to the dissolution or liquidation of our
company. Upon the occurrence of a fundamental change, holders of our convertible notes will have the right, at their option, to
require us to repurchase all of their notes or any portion of the principal amount of such notes in integral multiples of US$1,000.
In the event of a fundamental change, we may also be required to issue additional ADSs upon conversion of our convertible notes.
As of December 31, 2013, the outstanding principal amount under the convertible notes was US$184.0 million. In addition, we
have taken out two loans from the Industrial and Commercial Bank of China (Europe) S.A. for an aggregate of US$117.0 million. If
our merger with another entity would unfavorably impact our ability to repay the loans, our loan agreements require us to take
corrective action to ensure that the loans will be repaid upon maturity in 2016. These provisions could make it more difficult
or more expensive for a third party to acquire us and discourage an acquisition of our company by a third party.
The depositary of our ADSs, except in limited circumstances,
has granted to us a discretionary proxy to vote the ordinary shares underlying the ADSs if ADS holders do not vote at shareholders’
meetings, which could adversely affect ADS holders’ interests.
Under the deposit agreement for the ADSs,
the depositary gave us a discretionary proxy to vote the ordinary shares underlying the ADSs at shareholders’ meetings if
ADS holders do not vote, unless:
|
•
|
we have failed to timely provide the depositary with our notice of meeting and related materials;
|
|
•
|
we have instructed the depositary that we do not wish a discretionary proxy to be given;
|
|
•
|
we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;
|
|
•
|
a matter to be voted on at the meeting would have a material adverse impact on shareholders; or
|
|
•
|
voting at the meeting is made on a show of hands.
|
The effect of this discretionary proxy
is that ADS holders cannot prevent ordinary shares underlying the ADSs from being voted, absent the situations described above.
Holders of our ordinary shares are not subject to this discretionary proxy.
We may be classified as a passive foreign investment company,
which could result in adverse United States federal income tax consequences for U.S. Holders.
Based on the price of our ADSs and ordinary
shares and the composition of our income and assets, we believe that we were not a “passive foreign investment company,”
or PFIC, for United States federal income tax purposes for our taxable year ended December 31, 2013. However, the application
of the PFIC rules is subject to ambiguity in several aspects and we must make a separate determination each year as to whether
we are a PFIC (after the close of such taxable year). Accordingly, we cannot guarantee that we will not be a PFIC for our current
or any future taxable year. A non-U.S. corporation will be considered a PFIC for any taxable year if either (i) at least 75%
of its gross income is passive income or (ii) at least 50% of the value of its assets (based on an average of the quarterly
values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income.
In the event that we become classified as a PFIC, we do not intend to prepare or provide the information that would enable U.S.
Holders to make an election to treat us as a qualified electing fund. Further, if we were treated as a PFIC for any taxable year
during which a U.S. Holder held an ADS or an ordinary share, certain adverse United States federal income tax consequences could
apply to the U.S. Holder. For a more detailed discussion of United States federal income tax consequences to U.S. Holders, see
“ Item 10. Additional Information—E. Taxation—United States Federal Income Taxation—Passive Foreign
Investment Company.”
ITEM 4. INFORMATION
ON THE COMPANY
A.
History and Development of the Company
Home Inns & Hotels Management
(Hong Kong) Limited, or Home Inns Hong Kong, was incorporated in Hong Kong in 2001 by its individual founders and Ctrip, a leading
China-based travel consolidator. In 2002, Home Inns Hong Kong and a subsidiary of BTG entered into a joint venture agreement to
form Home Inns & Hotels Management (Beijing) Limited, or Home Inns Beijing. Home Inns Hong Kong gradually increased its
ownership interest in Home Inns Beijing until Home Inns Beijing became its wholly-owned subsidiary in 2007.
In May 2006, we incorporated Home Inns &
Hotels Management Inc. in the Cayman Islands in preparation for our initial public offering. In June 2006, all of the then-existing
shareholders of Home Inns Hong Kong exchanged their shares of Home Inns Hong Kong for an equivalent number of shares of Home Inns &
Hotels Management Inc. of equivalent classes, and Home Inns Hong Kong became our wholly-owned subsidiary. We completed our initial
public offering in October 2006.
In October 2007, we acquired the Top Star
hotel chain, which had 26 hotels in operation at the time of the acquisition with approximately 4,200 rooms located in 18 cities
across China. In October 2011, we acquired Motel 168, which had 297 hotels in operation at the time of the acquisition, including
144 leased-and-operated hotels and 153 franchised-and-managed hotels, with approximately 47,099 rooms located in 85 cities across
China. We are retaining the Motel 168 brand in addition to our Home Inn and Yitel brands and will continue to have brand-specific
business development and operations.
As of December 31, 2013, we had 2,180
hotels in operation, including 872 leased-and-operated hotels and 1,308 franchised-and-managed hotels, with approximately 256,555
rooms located in 287 cities across China, and an additional 161 hotels under development.
Our principal executive offices are located
at No. 124 Caobao Road, Xuhui District, Shanghai 200235, People’s Republic of China. Our telephone number at this address
is +86 21 3337 3333. Our agent for service of process in the United States is CT Corporation System, 111 Eighth Avenue, New York,
New York 10011.
B.
Business Overview
We are a leading economy hotel chain in
China, based on the number of our hotels, the number of our hotel rooms and the geographic coverage of our hotel chain. We develop
and operate economy hotels across China under our award-winning “Home Inn” brand, our new “Yitel” brand
and our recently acquired “Motel 168” brand. Since we commenced operations in 2002, we have become one of the best-known
economy hotel chains in China. We offer a consistent product and high-quality services to serve primarily the fast growing population
of value-conscious individual business and leisure travelers who demand clean, comfortable and convenient lodging.
We have experienced substantial growth
since 2003. Our hotels in operation grew rapidly from 10 hotels in 4 cities as of the end of 2003 to 2,180 hotels in 287 cities
as of the end of 2013. Our total revenues grew from RMB 3.96 billion in 2011 to RMB 5.77 billion in 2012 and RMB 6.35 billion (US$1.05
billion) in 2013. Our net income attributable to Home Inns’ shareholders went from a net income of RMB 351.6 million
in 2011 to a net loss attributable to Home Inns’ shareholders of RMB 26.8 million in 2012 to a net income of RMB 196.2
million (US$32.4 million) in 2013.
We operate under two business models.
We either lease real estate properties with which we develop and operate hotels, or we franchise our brand and manage these franchised
hotel properties. We refer to the former type of hotels as “leased-and-operated hotels” and to the latter type of hotels
as “franchised-and-managed hotels.” As of December 31, 2013, our hotel chain consisted of 872 leased-and-operated
hotels in operation with an additional 25 leased-and-operated hotels contracted or under construction and 1,308 franchised-and-managed
hotels in operation and an additional 136 franchised-and-managed hotels contracted or under construction.
We have received many awards and accolades
for our innovative, consistent and high-quality product and services across our hotel chain. In 2011, we won the 2010 “Excellent
National Brand of China Hotel Industry” from the China Hotel Association, a “China Franchise Prize” from the
China Chain Store & Franchise Association, a “Global 100 Companies with Greatest Growth Potential” award from
the Chinese edition of
Fortune
magazine and a “Best Operational Practices” award from the
Harvard Business
Review
. In 2012, we won the “Best Chain Brand of the China Hotel Industry” award from the China Hotel Association
and the “CCTV China Brand of the Year” award from CCTV, along with the “2012 China’s Most Popular Economy
Chain Brand” award for our Motel 168 brand and the “2012 Best High-End Commercial Hotel” award for our Yitel
brand, both from the 21st Century Business Herald. In 2013, our economy hotel brand “Home Inn” was ranked number 67
of the BrandZ™ Top 100 Most Valuable Chinese Brands 2014 by Millward Brown. BrandZ™ 2014 ranked “Home Inn”
number 17, and number 1 in the hotel category, by Brand Contribution, which measures the influence of the brand stripped of financial
data or any other factors. We also received awards for “Best Chain Brand of the China Hotel Industry” from the China
Hotel Association, “Best Employer China 2013 Hotel” from Aon Hewitt, Golden Pillow Awards for “2013 China’s
Most Popular Economical Chain Hotel Brand (Home Inns Group)” and “2013 China’s Most Investment-worthy Mid-range
Business Hotel Brand (Yitel)” from the 21st Century Business Herald, “2013 China Model of Corporate Integrity”
from CCTV and “2013 Best HR Management” from China Business News.
Market Outlook
The growth in the Chinese economy hotel
sector has benefited greatly from the overall growth of the Chinese economy in the past ten years. By unofficial estimates, economy
hotels in China represented no more than approximately 20% of the overall Chinese lodging market in terms of number of rooms by
the end of 2013. The outlook for Chinese economy hotel growth continues to be positive, in our view, taking into consideration
China’s continued GDP expansion and urbanization and the increasing spending capability of Chinese consumers, which are factors
that would tend to support a rising average daily rate for the sector over time. We believe that the Chinese economy hotel market
will remain demand-driven for the next two to three years, and therefore that occupancy rates for mature hotels will continue to
be above 85 percent in the foreseeable future if business activities and leisure travel experience stable growth. We understand
that policy makers consider the travel industry to be one of the key industries in China for enhancing domestic consumption, and
we are of the view that the leading branded economy hotel operators will continue to increase scale and geographic coverage for
the foreseeable future. If the pace of growth continues at current levels, we believe that the economy hotel sector will increase
its share of the overall lodging space to approximately 30% or potentially more in the next eight to ten years.
Our Hotel Chain
We are a leading economy hotel chain in
China offering cleanliness, convenience, comfort and value to individual business and leisure travelers. We are dedicated to providing
consistent and high-quality products and services to our customers, allowing them to enjoy the comforts of home while staying at
our hotels. In addition to our Home Inn brand of hotels, we launched a new hotel brand in November 2010 targeting the midscale
to upscale market. We call this new brand Yitel (or
Heyi
in Chinese). In October 2011, we acquired Motel 168, an economy
hotel chain with national scope that has been in operation since 2003. Motel 168 tends to cater more to younger leisure travelers.
As of December 31, 2013, we had a total of 2,180 hotels in operation, including 1,784 hotels under the Home Inn brand, 378
hotels under the Motel 168 brand and 18 hotels under the Yitel brand, covering a total of 287 cities across China, as well as an
additional 161 hotels contracted or under construction which will extend our reach to a total of 305 cities across China.
Our hotel chain currently covers most
major metropolitan areas in China. We intend to further penetrate the cities and metropolitan areas where we already have a presence
and also expand into additional cities in China with a population of over eight hundred thousand, an annual GDP of over RMB 7.5
billion (US$1.2 billion), or both. We believe cities meeting these criteria generally have the potential for sustainable economic
growth and increasing demand for hotel accommodation services. Because we believe that our Motel 168 brand is complementary to
our Home Inn brand, we may open new Motel 168 hotels in locations where we would not necessarily open additional Home Inn hotels.
A typical Home Inn hotel has 80 to 160
guest rooms. Our existing Motel 168 hotels vary more in size, from 80 up to 500 rooms, with an average of around 150 rooms. Each
hotel has a standardized design, appearance, decor, color scheme, lighting scheme and set of guest amenities in each room, including
a comfortable bedding package, free in-room broadband Internet access, a comfortable work space, air-conditioning and a supply
of cold and hot drinking water. Our hotels are strategically located to provide our guests with convenient access to major business
districts, ground transportation hubs, major highways, shopping centers, industrial development zones, colleges and universities,
and large residential neighborhoods.
The following table sets forth a complete
listing of all of our hotels as of December 31, 2013, including 2,180 hotels in operation and 161 hotels which have not commenced
operations but for which we have entered into binding leases or franchise agreements with the lessors or franchisees:
|
|
|
Number of
Hotels
|
|
|
|
Number of
Cities
|
|
|
|
|
|
Number of
Hotels
|
|
|
|
Number of
Cities
|
|
Jiangsu
|
|
|
332
|
|
|
|
29
|
|
|
Heilongjiang
|
|
|
45
|
|
|
|
9
|
|
Shandong
|
|
|
253
|
|
|
|
40
|
|
|
Gansu
|
|
|
39
|
|
|
|
11
|
|
Shanghai
|
|
|
236
|
|
|
|
1
|
|
|
Inner Mongolia
|
|
|
33
|
|
|
|
8
|
|
Beijing
|
|
|
163
|
|
|
|
1
|
|
|
Jiangxi
|
|
|
32
|
|
|
|
10
|
|
Zhejiang
|
|
|
158
|
|
|
|
18
|
|
|
Hainan
|
|
|
32
|
|
|
|
5
|
|
Guangdong
|
|
|
139
|
|
|
|
21
|
|
|
Yunnan
|
|
|
30
|
|
|
|
12
|
|
Liaoning
|
|
|
123
|
|
|
|
14
|
|
|
Jilin
|
|
|
30
|
|
|
|
8
|
|
Hebei
|
|
|
90
|
|
|
|
11
|
|
|
Xinjiang
|
|
|
30
|
|
|
|
7
|
|
Shaanxi
|
|
|
79
|
|
|
|
8
|
|
|
Hunan
|
|
|
23
|
|
|
|
7
|
|
Hubei
|
|
|
72
|
|
|
|
6
|
|
|
Chongqing
|
|
|
23
|
|
|
|
1
|
|
Anhui
|
|
|
66
|
|
|
|
14
|
|
|
Guangxi
|
|
|
22
|
|
|
|
7
|
|
Tianjin
|
|
|
65
|
|
|
|
1
|
|
|
Guizhou
|
|
|
14
|
|
|
|
3
|
|
Fujian
|
|
|
51
|
|
|
|
8
|
|
|
Ningxia
|
|
|
8
|
|
|
|
4
|
|
Shanxi
|
|
|
50
|
|
|
|
12
|
|
|
Qinghai
|
|
|
7
|
|
|
|
1
|
|
Henan
|
|
|
47
|
|
|
|
14
|
|
|
Tibet
|
|
|
2
|
|
|
|
1
|
|
Sichuan
|
|
|
47
|
|
|
|
13
|
|
|
Total
|
|
|
2,341
|
|
|
|
305
|
|
Leased-and-operated Hotels.
For our leased-and-operated hotels, we lease properties from real estate owners or lessors. We are responsible for hotel development
and customization to conform to the standards of our hotel chain, as well as repairs and maintenance and operating expenses of
properties over the term of the lease. We are also responsible for all aspects of hotel operations and management, including hiring,
training and supervising the managers and employees required to operate our hotels as well as purchasing supplies. We typically
enjoy rental holidays of three to six months and pay fixed rent on a quarterly basis for the first three or five years of the lease
term, after which we may be subject to a 3% to 5% increase every three to five years. We generally have a right of first refusal
to extend the lease after the initial term expires. The annual rent for each of our leased-and-operated hotels ranges from RMB
0.45 million (US$0.07 million) to RMB 12.8 million (US$2.1 million), depending on the location, size and condition
of each hotel property. The terms of our leases range from 5 to 20 years, most of which are 15 to 30 years in duration.
In general, upon expiration of these leases, we may dispose of the removable fixtures, equipment and appliances installed by us
while leasehold improvements and fixtures may be kept by the lessor on the premises.
In the case of early termination of a
lease due to the lessor’s default, we are generally entitled to take all removable items installed by us and may also be
compensated for the amount we spent in connection with the leasehold improvements. In the case of early termination of a lease
due to our default, we are generally entitled to take all removable items installed by us, the lessor is entitled to the leasehold
improvements which result from our investments, and we may have to pay liquidated damages equal to a proportion or multiple of
the remaining rent due.
Franchised-and-managed Hotels.
For our franchised-and-managed hotels, we franchise our “Home Inn,” “Motel 168” and “Yitel”
brands to franchisees who are property owners, lessors or existing hotel operators, and we are generally responsible for managing
these hotels, typically including the hiring and appointing of the general managers of these hotels. Under a typical franchise
agreement between us and a franchisee, the franchisee is generally required to pay us an initial franchise fee of between RMB 0.25 million
and RMB 0.45 million per hotel and ongoing franchise and management fees equal to 6% of gross revenue, including an annual
brand royalty fee of 3%, an annual management fee of 1.5% and an annual franchise fee of 1.5%, with the exception that the annual
management fees and annual franchise fees in new Motel 168 franchise agreements are generally only 1% each while we integrate franchised-and-managed
Motel 168 hotels. The franchisee is responsible for the costs of hotel development and customization to conform to the standards
of our hotel chain, as well as for repairs and maintenance and operating expenses of the hotel. In general, we enter into franchise
arrangements in markets where we have established leased-and-operated hotels and are able to leverage our local knowledge and experience
as well as marketing and administrative resources to better assist our franchised-and-managed hotels in these localities. The typical
term for our franchise agreements is eight to ten years. Motel 168 franchise agreements that were signed before the acquisition
differ in certain terms: in particular, the initial franchise fee was between RMB 0.1 million and RMB 0.4 million per
hotel, the ongoing total royalty fee, management fee and fees payable by the franchisee under those agreements are typically between
3% and 4% in the first year and between 4% and 5% in later years, and the duration of the franchise agreement is typically five
years.
Future franchise agreements for all brands
will be based on the form we currently use for our Home Inn and Yitel franchisees.
The following table sets forth additional
information about of our hotels in operation as of December 31, 2013.
|
|
Total
Number of
Hotels
|
|
|
Number of
Hotels
Opened for
Over Six
Months
|
|
|
Number of
Hotels Opened
for No More
Than Six
Months
|
|
|
Average
Number of
Rooms per
Hotel
|
|
|
Typical
Lease or
Franchise
Term
|
Leased-and-operated Hotels
|
|
|
872
|
|
|
|
828
|
|
|
|
44
|
|
|
|
129
|
|
|
15–20 years
|
Franchised-and-managed Hotels
|
|
|
1,308
|
|
|
|
1,106
|
|
|
|
202
|
|
|
|
110
|
|
|
5–8 years
|
We also operate twelve leased-and-operated
hotels through joint ventures. Home Inns Hotel Management (Shanghai) Co., Ltd. currently owns 51% of three joint ventures, 70%
of two joint ventures, 75% of one joint venture and 95% of one other joint venture. Yitel Hotel Management (Shanghai) Limited currently
owns 60% of one joint venture and 50% of another joint venture. Two leased-and-operated hotels are ultimately controlled by Grandmaster
Property Management (Hong Kong) Limited, a joint venture of which we own 70%. We also have joint control of another joint venture
through Shanghai Motel Hotel Management Co., Ltd. We set the room rates of our hotels based on local market conditions with reference
to room rates set by our competitors. As we primarily target individual business and leisure travelers, the month that includes
Chinese New Year (which can fall in late January or early February) generally accounts for a lower portion of our annual revenues
than other months.
Hotel Development
We follow a structured and systematic
development and construction process with respect to our development of new hotel properties. Our multi-step development process
starts with planning and site identification. We have staff based in Shanghai focusing on identifying potential new markets and
performing comprehensive studies of each new market by conducting site visits and gathering background information such as the
regional economic conditions, economic development plans and availability of existing hotel accommodation services in the prospective
new markets. After the development plans are designed and market opportunities are identified, we assign our regional development
staff members and the city general managers in each region to survey and select ideal hotel locations in the chosen markets. Once
a site has been selected, we negotiate with the property owner while concurrently conducting due diligence with respect to a number
of major legal and regulatory aspects, including the owner’s land title and relevant zoning regulations. For our leased-and-operated
hotels, we lease properties from real estate owners or lessors and we convert the properties into standardized hotels. Our lease
term negotiations are guided by a comprehensive set of criteria, including certain financial return requirements. All new hotel
leases are subject to the final approval of four designated members of our investment committee, including our chief executive
officer, David Jian Sun. As a leading branded economy hotel chain in China, we are generally able to establish credibility with
property owners and secure desirable properties on reasonable terms. We commence constructing a standardized hotel after definitive
agreements with the owner have been executed. A majority of the construction materials and supplies for the new hotel are purchased
through our centralized procurement system. For our franchised-and-managed hotels, we assist franchisees in refurbishing, renovating
or constructing their properties, and in meeting our brand specifications by providing technical expertise and cost-savings suggestions.
Before completion of construction, we carry out a series of pre-opening activities, such as identifying and appointing the general
manager and other members of the hotel management team, and hiring and training hotel staff in anticipation of the hotel opening.
It typically takes four to six months from execution of a lease or franchise agreement to hotel opening.
We have incurred capital expenditures
primarily in connection with leasehold improvements and investments in furniture, fixtures and equipment, technology and information
and operational systems. Our capital expenditures totaled RMB 909.3 million, RMB 1.01 billion and RMB 919.6 million (US$151.9
million) in 2011, 2012 and 2013, respectively. We will continue to incur capital expenditures to meet the expected growth of our
operations. We expect to meet our capital expenditure needs in the foreseeable future with cash generated from our operating activities
and financing activities. We have not had any material divestiture during the past three years.
We seek to lease or franchise properties
that meet the following market- and hotel-specific criteria:
General Market Criteria
Economic Growth
. We focus on cities
and metropolitan areas that are approaching, or have already entered into, periods of significant economic growth. Such cities
and metropolitan areas generally show growth in certain business activities as measured by employment opportunities, population
growth rates, tourism and convention activities, air traffic volume, local commercial real estate occupancy, and retail sales volume.
Markets that exhibit growth in these metrics typically have strong demand for hotel facilities and services. Provincial capitals
also have strong demand for hotel facilities and services. We have identified approximately 280 such cities in China, including
cities with a population of over eight hundred thousand, annual GDP of over RMB 7.5 billion (US$1.2 billion), or both. We intend
to continue focusing on these cities and metropolitan areas going forward.
Geographic Diversification
. We
seek to maintain a portfolio of hotels that is geographically diverse to offset the effects of regional economic cycles. We will
continue to manage expansion into new urban business centers as opportunities arise that meet our carefully established and periodically
updated investment criteria.
Favorable Development Environment
.
We seek lodging markets with favorable hotel development environments, in particular in newly emerged markets where zoning requirements
are minimal, local development approval and registration processes are not complex and lengthy, and suitable property sites and
local construction resources are available.
Specific Hotel Criteria
Location and Market Appeal
. We
seek to invest in hotels situated near both business and leisure centers that tend to generate a broad base of demand for hotel
accommodations and facilities. These demand drivers include transportation hubs, convention centers, business parks, shopping centers
and other retail areas, major highways, tourist destinations, major universities and cultural and entertainment centers. The proximity
of business and leisure centers will enable us to attract both weekday business travelers and weekend leisure guests.
Size and Facilities
. We seek to
develop and operate economy hotels with 80 to 160 guest rooms, which include amenities that are attractive to key demand segments
such as individual business and leisure travelers. We believe operating economy hotels with 80 to 160 rooms allows us to best leverage
our competitive strengths and maximize our profitability.
Financial Return Requirements
.
We require our development team, marketing team and city general managers to assess the potential financial return of every proposed
new hotel. We will only develop hotels that exhibit a potential for meeting our internal financial return objectives both in the
near term and over the term of the lease agreement.
Hotel Management
We believe that skilled management is
a critical element in maximizing revenues and profitability of our hotel operations. A majority of our senior hotel management
team has extensive experience in the hospitality and other consumer-services industries. Personnel at our corporate office perform
strategic planning, finance, project development, sales and marketing, training and other functions and guide, support and monitor
our on-site hotel operations. Each of our headquarter departments, including hotel operations, sales and marketing, human resources,
training, information technology, development, legal, and accounting and finance, is staffed by an experienced team with significant
expertise in their area. These departments support each hotel and its management in day-to-day activities by providing operating
statistics, accounting and budgeting services, sales and revenue management, marketing and promotion support, cost controls, property
management tools and other resources that we develop, maintain and deliver efficiently and effectively using our centralized corporate
office resources. Key elements of our centralized hotel management programs include the following:
Budgeting and Monitoring.
Our
corporate office personnel work with the general manager of each hotel to set a detailed annual budget for revenues and cost categories
of the hotel. The annual budget is based on historical operating performance of the hotel, planned targeted marketing, planned
renovations, operational efficiencies and local market conditions. Through the use of our online property management and management
reporting systems, we are able to track each hotel’s daily occupancy, average daily rates, RevPAR and other operating data.
As a result, we can effectively and timely monitor the actual performance of each hotel and adjust sales efforts and other resources
in time to take advantage of changes in the market and to maximize our profitability.
Quality Assurance and Training.
We are dedicated to providing value and consistent quality standards to our customers. We have established quality standards for
all aspects of our hotel operations that cover, among other areas, housekeeping, hotel maintenance and renovation, and service
offering. To ensure compliance with our quality standards, we have developed a comprehensive set of procedural manuals relating
to all aspects of our hotel operations to ensure that our employees follow the same standards. We have implemented comprehensive
training programs to ensure the effectiveness and uniformity of our employee training through our centralized human resources department
at our corporate office as well as through our dedicated training facility, Home Inns Academy.
We monitor the compliance of our hotels
with quality standards through both scheduled and unannounced visits and reviews conducted periodically at each hotel. Quality
inspection scores are integrated into performance measurements. Periodically, we require most of our employees to take tests to
monitor their knowledge of our quality standards. In addition, our practice of tracking customer comments through guest comment
cards, and the direct solicitation of guest opinions regarding specific items, allows us to improve services and amenities at each
hotel across our hotel chain.
Strategic Capital Improvements.
To maintain our competitiveness and enhance our hotels’ appeal to targeted market segments, we require each of our hotels
to allocate a fixed percentage of its revenue for on-going repair and maintenance, and periodic renovation and replacement of furnishings
and equipment to maintain the quality and standards of our facilities. We base recommendations on capital spending decisions on
customer feedback, strategic needs, and our targeted financial return on a given capital investment.
Centralized Procurement.
We
have implemented a centralized procurement system to allow us to obtain the best pricing available for the quality of goods sourced
to our hotels in order to minimize the operating expenses of our hotels. As a leading branded economy hotel chain in China with
nationwide scale, we are able to exert leverage over our suppliers of commodity goods and services.
Targeted Sales.
We support
each hotel’s local sales efforts with corporate office sales functions that develop and implement new marketing programs,
and monitor and respond to specific market needs and preferences. We use our property management system to manage each property’s
use of the various distribution channels in the lodging industry. Those channels include our central reservation system which handles
orders from mobile, internet booking and toll-free calls, third-party travel agents and other travel intermediaries, and corporate
travel offices. Based on market conditions, we adjust the number of rooms allocated to each of our sales channels on a daily basis
in order to optimize our profitability. Our customer relationship management programs offer incentives to individual customers
in our loyalty programs, who currently represent approximately 56% of our rooms sold. Corporate contracts currently represent approximately
11% of our rooms sold. These programs and contracts contribute to our repeat customer base.
Hotel Information and Operational Systems
The principal objectives of our hotel
operations are to generate higher RevPAR, control costs and increase the net operating income of our hotels while providing our
customers with high-quality services and value. Our integrated information and operational systems are proprietary and were designed
to enhance our managerial capabilities and to operate our business efficiently and cost-effectively today as well as to accommodate
future growth. Our investment in our sophisticated system infrastructure delivers better customer service, ease of storage and
processing of large amounts of data, support of large-scale operation and automated business administration and real-time financial
and operational information for each hotel to enable strategic decision making on a timely basis.
Our key hotel information and operational
systems include the following:
Property Management System.
Our
proprietary property management system is designed to help our hotels maximize profitability and compete more effectively by managing
their room inventory, rates and reservations. The property management system synchronizes each hotel’s room inventory with
our reservation system, giving our reservation agents the capability to sell available rooms at our hotels. The property management
system also includes a revenue management feature that calculates and suggests optimum rates based on each hotel’s past performance
and projected occupancy. These tools enhance our ability to effectively manage our hotel operations and maximize RevPAR.
Central Reservation System.
In
2013, approximately 13.7% of our total hotel room nights were booked through our proprietary reservation system, primarily through
our toll-free telephone reservation system. As of December 31, 2013, we employed an aggregate of 301 reservation agents to
serve customers who make hotel reservations by phone. Our trained reservation agents can match each caller with a hotel that meets
the caller’s needs. Our central reservation system provides a data link to all of our hotels so that confirmations are transmitted
automatically to the hotel for which the reservations are made.
Customer Relationship Management
System.
Our proprietary customer relationship management system tracks the hotel patronage patterns and the accumulation
and redemption of reward points by the active members of our Home Inns membership program. This information enables us to analyze
customer data on a company-wide basis as well as to develop a more specific and targeted marketing strategy.
Management Reporting System.
We
have designed a proprietary web-based management reporting system that records the daily financial and operating performance of
each of our hotels in a central database for monitoring and analysis. This system allows us to track each hotel’s daily occupancy,
average daily rates, RevPAR and other operating and financial data. One of our ongoing primary objectives is to maintain reliable
information, management and operational systems. We have implemented performance monitoring for all key systems to enable us to
respond quickly to potential problems. Our computers and servers are hosted at a facility in Shanghai. This facility provides redundant
utility systems, a backup electric generator and 24-hour server support. All servers have uninterrupted power supplies and redundant
file systems to ensure proper system performance and data availability. We regularly back up our data to minimize the impact of
data loss due to any system failure.
Sales and Marketing
Our core targeted customers consist of
value-oriented individual small-and-medium-enterprise business travelers and leisure travelers seeking comfortable and convenient
lodging at an affordable price. We systematically review our hotel pricing twice a year and typically adjust room rates annually
based on the local market conditions of the city, the specific location of each hotel and the development plans for that local
market. Under certain conditions we have also begun to adjust price at selected hotels according to seasonality and major event
schedules in recent years. Our head office team and our city and hotel managers jointly develop tailored marketing plans to drive
sales for each hotel and in each city. We use management and operational systems to manage each hotel’s use of the various
distribution channels in the lodging industry. Those channels include our centralized reservation system and toll-free numbers,
third-party travel agents and other travel intermediaries and corporate travel offices. Our access to these channels allows us
to further enhance occupancy rates of our hotels on a day-to-day basis.
The following table presents the approximate
percentage of room nights stayed for our hotels in 2013, by customer channel:
Customer Channel
|
|
|
Approximate
Percentage of
Total Room Nights
Stayed in 2013
|
|
Central reservation system bookings by individual members of our membership network
|
|
|
12.4
|
%
|
Central reservation system bookings by non-members
|
|
|
1.3
|
%
|
Reservations made directly with hotels by individual members of our membership network
|
|
|
43.2
|
%
|
Walk-ins
|
|
|
5.9
|
%
|
Corporate accounts
|
|
|
12.8
|
%
|
Travel agencies and consolidators
|
|
|
9.7
|
%
|
Others
|
|
|
14.7
|
%
|
Total
|
|
|
100.0
|
%
|
Both of our centralized reservation centers
are located in Shanghai, China and provide services 24 hours a day, seven days a week. Customers can call our nationwide toll free
number for Home Inn or Motel 168 to consult with our reservation agents, receive real-time hotel information and make hotel bookings.
As of December 31, 2013, we employed 301 reservation agents at our two centers, all of whom participated in a formal training
program before commencing work. We believe we have sufficient capacity to meet the currently anticipated increases in call volume.
If we exceed this capacity, we believe we can add, within a reasonable time and at a reasonable cost, additional phone lines, computer
systems and reservation agents to handle increasing call volumes without the need to undertake system redesign to our existing
systems.
Our corporate marketing and advertising
programs are designed to enhance consumer awareness and preference for the “Home Inn” brand and the “Motel 168”
brand as offering the greatest value, convenience and comfort in the economy hotel segment of the Chinese lodging industry, and
to encourage customers’ use of our centralized reservation system. Marketing and advertising efforts include outdoor advertisements,
distribution of flyers and other marketing materials on our hotel properties, television, internet and radio advertising, print
advertising in consumer media and promotional events, special holiday promotions and joint promotional activities.
We have operated a membership reward program
to attract travelers by rewarding frequent stays with points towards free hotel stays, discounts on room rates, priority in hotel
reservations and other benefits. We track the number of active members, which we define as the unique membership as of a given
date that have at least one transaction within the preceding two years. As of December 31, 2013, we had a total of 16.9 million
unique active non-corporate members, as compared with 11.9 million as of December 31, 2012 and 5.1 million as of December 31,
2011. Our membership reward program allows us to build customer loyalty as well as conduct lower cost, more targeted marketing
activities.
Employees and Training
We believe that developing and maintaining
a team of capable and motivated managerial and other employees is critical to our success. Because our managerial and other employees
manage our hotels and interact with our customers on a daily basis, they are critical to maintaining the quality and consistency
of our services as well as our brand and reputation. We seek to develop or hire managerial employees with background and experience
in hotel and other consumer services industries with a customer-first mentality. We aim to recruit, train and retain the best talent
through a multi-step recruiting and training process while offering competitive performance-linked compensation packages and career
advancement opportunities.
We have implemented extensive training
programs and periodic tests for managerial and other hotel-based staff primarily through our training facility, “Home Inns
Academy” and tailor-made co-op education programs with several universities and colleges in China. New general managers of
our hotels and executive assistants to general managers are required to undergo a two-month training period, during which they
receive training in managing all core aspects of our hotel operations, as well as our company culture and philosophy. We also require
our hotel general managers and city managers to participate in annual training programs so that they can stay abreast of changes
in our hotel operations and consumer preferences and demands. In addition, all employees of a new hotel are required to undergo
an approximately 25-day job training prior to commencing their duties. We also have trained on-site managers in many of our hotels
to provide continuous training to our hotel staff. In addition to training, we have implemented periodic tests to assess the relevant
knowledge and skills of our managerial and other employees. We have integrated the existing employees at our Motel 168 hotels into
our on-the-job training programs, and all new employees at Motel 168 hotels will go through the same training as those at our other
hotels.
To ensure that all of our hotels have
the best possible performance, we have established an effective and clearly defined performance evaluation system based on a comprehensive
set of key performance indicators that are aligned with a corresponding compensation structure. In addition, we provide capable
and experienced hotel staff with opportunities to be promoted to management positions. We believe our performance-linked compensation
structure, career-oriented training and career advancement opportunities are the key drivers that motivate our employees. As a
result, we have experienced a very low attrition rate among our managerial staff since our inception.
Excluding employees of our franchised-and-managed
hotels, we had 26,670 employees, 26,429 employees and 24,678 employees as of December 31, 2011, 2012 and 2013, respectively.
As of December 31, 2013, our employees consisted of 21,905 hotel-based employees, 301 reservation agents at our centralized
reservation centers, and 2,472 corporate staff. Approximately 29% of our employees are associated with labor unions. We consider
our relations with our employees to be good.
Competition
The lodging industry in China is highly
fragmented and competitive, and we expect competition to persist and intensify. Hotels in China may but are not required to apply
for star ratings as approved by tourism bureaus of local governments or the National Tourist Administration based on the star rating
regulations in China. This standard defines five distinct star ratings, i.e., one-star, two-star, three-star, four-star, and five-star,
including platinum five-star. In order to obtain a particular star rating, a hotel must meet certain defined standards for the
availability and quality of hotel facilities and public area, availability and quality of amenities in guest rooms, food and beverage
facility, scope of guest services, and scope and quality of management infrastructure, etc. We have not applied for star ratings
because we do not consider obtaining a star rating as necessary and our business has not been affected as we focus on meeting individual
business and leisure travelers’ basic accommodation needs with affordable pricing, a comfortable lodging experience, high-quality
services and standardized hotel rooms and amenities across our hotel chain.
We compete with other hotels for guests
in each of the markets in which we operate. Competition in the industry is primarily based on room rates, quality of accommodations,
brand name recognition, convenience of location, geographic coverage, service quality, range of services, and guest amenities.
We compete primarily with other economy hotel chains, such as Jinjiang Star, 7 Days Inn, Han Ting, Green Tree Inn and Super 8,
as well as various regional and local economy hotel chains. We also compete with two- and three-star hotels, as we offer rooms
with standards comparable to many of those hotels and many of the amenities available at those hotels while maintaining competitive
pricing and high-quality services tailored to individual business and leisure travelers. In addition, we may also face competition
from new players in the economy hotel segment in China. As compared to four- or five-star hotels, developing an economy hotel requires
a smaller commitment of capital and human resources. This relatively low barrier of entry permits new competitors to enter our
markets quickly and compete with our business. Furthermore, we may face competition from all other hotels for guests in each of
our markets, as our typical business and leisure traveler customers may change their travel and spending patterns and choose to
stay in hotels in different segments.
Intellectual Property
Our brand, trade names, trademarks, trade
secrets and other intellectual property rights distinguish and protect our technology, products and services from those of our
competitors and contribute to our competitive advantage in the economy hotel segment of the lodging industry in China. To protect
our brand and other intellectual property, we rely on a combination of trademark, trade secret and copyright laws as well as imposing
confidentiality obligations on our employees, contractors and others. We have a total of 125 registered trademarks in China, including
如家
(for Home Inn),
莫泰
(for Motel 168) and
和颐
(for Yitel). We are applying
for registration of 40 new trademarks in China. We have also registered our domain names
www.homeinns.com, www.motel168.com
and
www.yitel.com
with the Internet Corporation for Assigned Names and Numbers.
We cannot guarantee that our efforts to
protect our intellectual property rights will be adequate or that third parties will not infringe or misappropriate these rights.
If others are able to copy and use our proprietary information and operational system and other proprietary technology without
spending time and resources to develop their own, we may not be able to maintain our competitive position. Furthermore, the application
of laws governing intellectual property rights in China is uncertain and evolving and could involve substantial risks to us. If
litigation is necessary to enforce our intellectual property rights or determine the scope of the proprietary rights of others,
we may have to incur substantial costs or divert other resources, which could harm our business and prospects.
Insurance
Our hotels are covered by property and
liability insurance policies with coverage features and insured limits that we believe are customary for similar properties in
China. We carry property insurance that covers the assets that we own at our hotels, but not the buildings or any other assets
owned by our lessors. Although we require our lessors to purchase customary insurance policies, we cannot guarantee that they will
adhere to such requirements. If we suffer losses or are held liable for amounts and claims exceeding the limits of our insurance
coverage or outside the scope of our insurance coverage, our business, results of operations and financial condition may be materially
and adversely affected.
Regulation
The hotel industry in China is subject
to a number of laws and regulations, including laws and regulations relating specifically to hotel operation and management and
commercial franchising, as well as those relating to environmental and consumer protection. The principal regulation governing
foreign ownership of hotel businesses in the PRC is the Foreign Investment Industrial Guidance Catalogue, the most recent version
of which was promulgated on December 24, 2011. Under this catalogue, the hotel industry (other than the development and operation
of high-end hotels) belongs to the category of permitted foreign investment industry and there is no special restriction on foreign
investment in hotel businesses (other than the development and operation of high-end hotels) in China, other than regular business
license and other permits that must be possessed by every lodging business in China. There are no regulatory ceilings on room rates
in China. Market-based pricing is permissible for the hotel industry and room rates may be determined at the sole discretion of
hotel management. Relative to other industries in China, regulation of the hotel industry in China is still developing and evolving.
As a result, most legislative action has consisted of general measures such as industry standards, rules or circulars issued by
different ministries rather than detailed legislation. Many of these standards, rules and circulars date from the late 1990’s,
and it is expected that they may be amended, revised or expanded in the coming years as the hotel industry in China matures. This
section summarizes the principal PRC regulations currently relevant to our business and operations.
Regulations on Hotel Operation
Under applicable PRC regulations, anyone
who applies to operate a hotel is subject to examination and approval by the local public security authority and must obtain a
special industry license. Hotel operators have certain security control obligations as well. For example, the hotel must examine
the identification card of any guest to whom accommodation is provided and make an accurate registration. The hotel must also report
to the local public security authority if it discovers anyone violating the law, behaving suspiciously or an offender wanted by
the public security authority.
A hotel must obtain a public area hygiene
license and pass a fire prevention safety inspection by the local public security fire-fighting department before opening for business
and must obtain a food hygiene license to serve food. Hotels that provide entertainment facilities, such as discos or ballrooms,
are required to obtain a license for entertainment business operations. Hotels are also subject to regulations concerning other
standards relating to the operation of public facilities. The relevant administrative authorities may impose penalties and even
shut down hotels that violate the provisions.
All hotels that have been in operation
for over one year are eligible to apply for a star rating assessment under the
Regulations on the Assessment of the Star Rating
of Tourist Hotels
. There are five ratings from one star to five stars for tourist hotels, assessed based on the level of facilities,
management standards and quality of service. A star rating, once granted, is valid for five years.
Regulations on Consumer Protection
Under the
Law on the Protection of
the Rights and Interests of Consumers
, a business operator providing a commodity or service to a consumer is subject to a number
of requirements, including the following:
(1) to ensure that commodities and
services meet with certain safety requirements;
(2) to disclose serious defects of
a commodity or a service and adopt preventive measures against damage occurrence;
(3) to provide consumers with true
information and to refrain from conducting false advertising;
(4) not to set unreasonable or unfair
terms for consumers or alleviate or release itself from civil liability for harming the legal rights and interests of consumers
by means of standard contracts, circulars, announcements, shop notices or other means; and
(5) not to insult or slander consumers
or to search the person of, or articles carried by, a consumer or to infringe upon the personal freedom of a consumer.
Business operators may be subject to civil
liabilities for failing to fulfill the obligations discussed above. These liabilities include restoring the consumer’s reputation,
eliminating the adverse effects suffered by the consumer, and offering an apology and compensation for any losses incurred. The
following penalties may also be imposed upon business operators for the infraction of these obligations: issuance of a warning,
confiscation of any illegal income, imposition of a fine, an order to cease business operations, revocation of its business license
or imposition of criminal liabilities under circumstances that are specified in laws and statutory regulations.
The
Interpretation of Some Issues concerning
the Application of Law for the Trial of Cases on Compensation for Personal Injury
enacted by the Supreme People’s Court
further increases the liabilities of a business operator engaged in the operation of hotels, restaurants, or entertainment facilities
and subjects such operators to compensatory liability for failing to fulfill their statutory obligation to a reasonable extent
or to guarantee the personal safety of others.
Regulations on Environmental Protection
The
Law on Promoting Clean Production
regulates service enterprises such as restaurants, entertainment establishments and hotels and requires them to use technologies
and equipment that conserve energy and water and serve other environmental protection purposes, and to reduce or stop the use of
consumer goods that waste resources or pollute the environment.
Regulations on Commercial Franchising
Franchise activities are subject to the
supervision and administration of the Ministry of Commerce and its regional counterparts. Under applicable PRC regulations, franchisors
must satisfy certain requirements including, among other things, having mature business models and the capacity to provide operation
instruction, technical support and training to franchisees. Franchisors engaged in franchising activities without satisfying the
above requirements may be subject to penalties such as the forfeit of illegal income and the imposition of monetary fines between
RMB 100,000 and RMB 500,000 and may be bulletined by the Ministry of Commerce or its local counterparts. Franchise contracts shall
include certain required provisions, such as terms, termination rights and payments.
Franchisors are generally required to
file franchise contracts with the Ministry of Commerce or its local counterparts. Failure to report franchising activities may
result in penalties such as fines up to RMB 100,000. Such noncompliance may also be bulletined. In the first quarter of every year,
franchisors are required to report to Ministry of Commerce or its local counterparts any franchising contracts they executed, canceled,
renewed or amended in the previous year.
The term of the franchising contracts
shall be no less than three years unless franchisees otherwise agree. The franchisee is entitled to terminate the franchise contract
at his sole discretion after a period of time.
Franchisors are also required to provide
franchisees with basic information in writing and franchise contracts 30 days prior to the execution of such contracts. Failure
to disclose or misrepresentation entitles the franchisee to terminate the franchise contact and may also result in fines for the
franchisor of up to RMB 100,000. In addition, such noncompliance may be bulletined.
Regulations on Trademarks
PRC trademark law and regulations give
protection to the holders of registered trademarks and trade names. The Trademark Office under the State Administration for Industry
and Commerce handles trademark registrations and grants a term of ten years to registered trademarks. Trademark license agreement
must be filed with the Trademark Office or its regional counterpart.
Regulations on Foreign Currency Exchange
Under various rules and regulations issued
by SAFE and other relevant PRC government authorities, the RMB is convertible for current account items, such as trade related
receipts and payments, interest and dividends. Capital account items, such as direct equity investments, loans and repatriation
of investment, require the prior approval from SAFE or its local counterpart for conversion of RMB into a foreign currency, such
as U.S. dollars, and remittance of the foreign currency outside the PRC.
Payments for transactions that take place
within the PRC must be made in RMB. Unless otherwise approved, PRC companies must repatriate foreign currency payments received
from abroad. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks subject
to a cap set by SAFE or its local counterpart. Unless otherwise approved, domestic enterprises must convert all of their foreign
currency receipts into RMB.
Regulations on Dividend Distribution
Under applicable PRC regulations, wholly
foreign owned enterprises and Sino-foreign equity joint ventures in the PRC may pay dividends only out of their accumulated profits,
if any, determined in accordance with PRC accounting standards and regulations. Additionally, these foreign-invested enterprises
are required to set aside certain amounts of their accumulated profits each year, if any, to fund certain reserve funds. These
reserves are not distributable as cash dividends except in the event of liquidation and cannot be used for working capital purposes.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We rely principally
on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have,
and any limitation on the ability of our subsidiaries entities to make payments to us could have a material adverse effect on our
ability to conduct our business.”
Regulations on Employee Stock Holding Plan or Stock Option
Plan
On February 15, 2012, SAFE promulgated
the Circular on Relevant Issues Concerning Foreign Exchange Administration for Domestic Individuals Participating in an Employees
Share Incentive Plan of an Overseas-Listed Company, or the new Share Incentive Rule, which replaced a previous circular promulgated
in 2007. Under the new Share Incentive Rule, PRC citizens who participate in a share incentive plan of an overseas publicly listed
company are required to register with SAFE and complete certain other procedures. All such participants need to retain a PRC agent
through the PRC subsidiary of the overseas publicly listed company to register with SAFE and handle foreign exchange matters such
as opening accounts, transferring and settlement of the relevant proceeds. The Rule further requires that an offshore agent should
also be designated to handle matters in connection with the exercise or sale of share options and fund transferring for the share
incentive plan participants.
Regulation on Mergers and Acquisitions
In 2006, six PRC regulatory agencies jointly
adopted new regulations governing mergers and acquisitions, the M&A Rule, setting forth complex procedures and requirements,
including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction
in which a foreign investor takes control of a PRC domestic enterprise. See “Item 3. Key Information—D. Risk Factors—Risks
Related to Doing Business in China—The M&A rule sets forth complex procedures for acquisitions conducted by foreign investors
which could make it more difficult to pursue growth through acquisitions.”
Regulation of Loans between a Foreign Company and its
Chinese Subsidiary
A loan denominated in foreign currency
made by foreign investors as shareholders in a foreign-invested enterprise is considered to be foreign debt in China and is subject
to several Chinese laws and regulations. Under these rules and regulations, a shareholder loan in the form of foreign debt made
to a Chinese entity does not require the prior approval of SAFE. However, such foreign debt must be registered with and recorded
by SAFE or its local branch in accordance with relevant PRC laws and regulations. Each of our PRC subsidiaries can legally borrow
foreign currency denominated loans up to its borrowing limit, which is defined as the difference between the amount of its “total
investment” and “registered capital” as approved by the Ministry of Commerce or its local counterparts. Interest
payments, if any, on the loans are subject to a 10% withholding tax unless any such foreign shareholder’s jurisdiction of
incorporation has a tax treaty with China that provides for a different withholding arrangement. If the amount of foreign currency
denominated loan of any of our PRC subsidiaries exceeds its borrowing limit, we are required to apply to the relevant Chinese authorities
to increase the total investment amount and registered capital to allow the excess foreign debt to be registered with SAFE.
Tax
See “Item 5. Operating and
Financial Review and Prospects—A. Operating Results—Taxation.”
C.
Organizational Structure
The following two charts illustrates our
company’s organizational structure:
Chart 1
|
Note:
|
Home Inns Hotel Management (Shanghai) Co., Ltd. owns 51% of three joint ventures, 70% of two joint ventures, 75% of one joint
venture and 95% of one joint venture. Yitel Hotel Management (Shanghai) Limited owns 60% of one joint venture and 50% of the other
joint venture.
|
Chart 2
D.
Property, Plant and Equipment
Our headquarters are located in Shanghai,
China, where we lease approximately 5,423 square meters of office space for our headquarters and call centers. As of December 31,
2013, we leased 872 of our 2,180 hotel facilities with an aggregate size of 4.4 million square meters. For information about
the locations of our hotels, see “Item 4. Information On the Company—B. Business Overview—Our Hotel Chain.”
ITEM 4A. UNRESOLVED
STAFF COMMENTS
None.
ITEM 5. OPERATING
AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion
and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and
the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking statements
based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D.
Risk Factors” or in other parts of this annual report on Form 20-F.
A.
Operating Results
Key Performance Indicators
We utilize a set of non-financial and
financial key performance indicators which our senior management reviews frequently. The review of these indicators facilitates
timely evaluation of the performance of our business and effective communication of results and key decisions, allowing us to react
promptly to changing customer demands and market conditions.
Our non-financial key performance indicators
consist of the increase in the total number of hotels and hotel rooms in our hotel chain as well as the RevPAR achieved by our
hotels. The increase in the number of hotels in our hotel chain is largely affected by the demand for our hotels in various cities
and our ability to successfully identify and secure new properties and develop new hotels at desirable locations. RevPAR is a commonly
used operating measure in the hospitality industry and is defined as the product of average occupancy rates and average daily rates
achieved. Occupancy rates of our hotels mainly depend on the locations of our hotels, the effectiveness of our sales and brand
promotion efforts, our ability to maintain the consistency and quality of our facilities and service, the performance of managerial
and other employees of our hotels, and our ability to respond to competitive pressure. We set room rates of our hotels primarily
based on the location of a hotel and room rates charged by our competitors within the same locality. Changes in RevPAR primarily
due to changes in average occupancy rates achieved have different implications for our total revenues and profitability than changes
in RevPAR primarily due to changes in average daily rates achieved. For example, increases in occupancy at our hotels would generally
lead to increases in room revenues as well as additional incremental costs, such as housekeeping services, utilities and room amenity
costs. However, RevPAR increases due to higher room rates generally would not result in these additional room-related costs. As
a result, RevPAR increases due to higher room rates would have a greater positive effect on our profitability.
Our financial key performance indicators
consist of our revenue and cost structure, which are discussed in greater details in the following paragraphs. In addition, we
use EBITDA, a non-GAAP financial measure, as a key financial performance indicator to assess our operating results before the impact
of interest, income taxes, depreciation and amortization. Given the significant investments that we have made in leasehold improvements,
depreciation and amortization expense comprises a significant portion of our cost structure. We believe that EBITDA is widely used
by other companies in the lodging industry and may be used by investors as a measure of our financial performance.
Revenues.
In 2013, we generated
total revenues of RMB 6.35 billion (US$1.05 billion). Our revenues are significantly affected by the following operating measures,
which are widely used in the hospitality industry and appear throughout this annual report:
|
•
|
the total number of hotels in our hotel chain;
|
|
•
|
the total number of hotel rooms in our hotel chain;
|
|
•
|
occupancy rates achieved by our hotels;
|
|
•
|
average daily rates achieved by our hotels; and
|
|
•
|
the RevPAR achieved by our hotels, which represents the product of average daily rates and occupancy rates.
|
Our future revenue growth will depend
significantly upon our ability to expand our hotel chain in existing and new markets in China and maintain high occupancy rates
and increase average daily rates and RevPAR at existing hotels. Our future revenue growth will also be impacted by the different
unit growth rates for leased-and-managed hotels and franchised-and-managed hotels.
The acquisition of Motel 168 with a total
of 295 hotels, effective October 1, 2011, significantly increased the number of hotels in our hotel chain. Motel 168 historically
had lower occupancy rates than Home Inn hotels, in part due to operating inefficiencies and in part due to the materially higher
average number of rooms in Motel 168 hotels that were built before the time of the acquisition. By the third quarter of 2013, when
the integration period had concluded, we had raised the occupancy rates at existing Motel 168 hotels for the quarter to 85.1% mainly
through improvements of operational efficiency and the conversion of hotels with a large average number of rooms to hotels of smaller
scale. As part of our focus on organic growth, we intend to further develop the Motel 168 brand, particularly in markets where
the core Home Inn hotels have already achieved a material presence.
For the near future, RevPAR for mature
hotels might reasonably be expected to be at least stable or increasing slightly year over year, on a same hotel basis, if China
can maintain a stable economic growth environment. Expansion into smaller markets, where average daily rates are lower compared
to those in larger or more mature and established markets, may cause overall average daily rate to experience short-term decline
before rising again as these smaller markets develop. The magnitude of this type of short-term decline should decrease as the geographic
profile of our hotel portfolio stabilizes.
During 2013, the total number of our franchised-and-managed
hotels exceeded the total number of our leased-and-managed hotels for the first time in our history. By the end of 2013, 64% of
our total hotels were franchised-and-managed hotels. Given a proven business model and relatively attractive return on investment
compared to other investment opportunities in China, franchise-and-managed hotels are the main focus of our unit growth going forward.
We expect that 85% or more of our new hotel openings each year over the next two or three years may be franchised-and-managed hotels.
Franchised-and-managed hotels generate fee-based revenue. The increasing emphasis on this business model over the leased-and-managed
model will cause our total revenue growth rate to slow relative to our total unit growth rate.
The following table sets forth the revenues
generated by our leased and-operated hotels and franchised-and-managed hotels, both in absolute amount and as a percentage of total
revenues for the periods indicated.
|
|
For
the Year Ended December 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
RMB
|
|
|
%
|
|
|
RMB
|
|
|
%
|
|
|
RMB
|
|
|
US$
|
|
|
%
|
|
|
|
(in thousands, except percentages)
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased-and-operated hotels
|
|
|
3,559,740
|
|
|
|
89.9
|
|
|
|
5,164,799
|
|
|
|
89.5
|
|
|
|
5,587,480
|
|
|
|
922,986
|
|
|
|
88.0
|
|
Franchised-and-managed
hotels
|
|
|
399,986
|
|
|
|
10.1
|
|
|
|
604,936
|
|
|
|
10.5
|
|
|
|
765,491
|
|
|
|
126,450
|
|
|
|
12.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
3,959,726
|
|
|
|
100.0
|
|
|
|
5,769,735
|
|
|
|
100.0
|
|
|
|
6,352,971
|
|
|
|
1,049,436
|
|
|
|
100.0
|
|
Less: Business tax and
related surcharges
|
|
|
(249,274
|
)
|
|
|
(6.3
|
)
|
|
|
(353,418
|
)
|
|
|
(6.1
|
)
|
|
|
(391,821
|
)
|
|
|
(64,724
|
)
|
|
|
(6.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
3,710,452
|
|
|
|
93.7
|
|
|
|
5,416,317
|
|
|
|
93.9
|
|
|
|
5,961,150
|
|
|
|
984,712
|
|
|
|
93.8
|
|
Leased-and-operated Hotels
. In
2013, we generated revenues of RMB 5.59 billion (US$ 923.0 million) from our leased-and-operated hotels, which accounted for
88.0% of our total revenues for the year. We expect that revenues from our leased-and-operated hotels will continue to constitute
a substantial majority of our total revenues in the foreseeable future.
For our leased-and-operated hotels, we
lease properties from real estate owners or lessors and we are responsible for hotel development and customization to conform them
to our standards, as well as for repairs and maintenance and operating costs and expenses of properties over the term of the lease.
We are also responsible for all aspects of hotel operations and management, including hiring, training and supervising the managers
and employees required to operate our hotels and purchasing supplies. We typically pay fixed rent on a quarterly basis for the
first three or five years of the lease term, after which we are generally subject to a 3% to 5% increase every three to five years.
Revenues from our leased-and-operated
hotels primarily consist of revenues from sales of room stays and, to a much lesser extent, revenues from sales of food and beverage
at our hotels and other services. We recognize revenues from sales of room stays, food and beverage when our services are rendered.
Franchised-and-managed Hotels
.
In 2013, we generated revenues of RMB 765.5 million (US$126.5 million) from our franchised-and-managed hotels, which accounted
for 12.0% of our total revenues for the year. We expect that revenues from our franchised-and-managed hotels will increase in the
foreseeable future as we add more franchised-and-managed hotels to our hotel chain.
For our franchised-and-managed hotels,
we franchise our brands to franchisees who are property owners, lessors or existing hotel operators, and we are generally responsible
for managing these hotels. Under a typical franchise agreement between us and a franchisee, the franchisee is generally required
to pay us an initial franchise fee between RMB 0.25 million and RMB 0.45 million per hotel, an annual brand royalty
fee of 3% of the revenues of the hotel, an annual management fee of 1.5% of the revenues of the hotel and an annual franchise fee
of 1.5% of the revenues of the hotel, with the exception that annual management fees and annual franchise fees in new Motel 168
franchise agreements are generally only 1% each. The franchisee is responsible for the costs of hotel development and customization
to conform to the standards of our hotel chain, as well as for repairs and maintenance and operating expenses of the hotel. In
general, we enter into franchise arrangements in markets where we have established leased-and-operated hotels and are able to leverage
our local knowledge and experience as well as marketing and administrative resources to better assist our franchised-and-managed
hotels in these localities. The typical term for our franchise agreements is eight to ten years. Motel 168 franchise agreements
that were signed before the acquisition differ in certain respects: in particular, the initial franchise fee was between RMB 0.1 million
and RMB 0.4 million per hotel, the ongoing total royalty fees, management fees and franchise fees payable by the franchisee
under those agreements are typically between 3% and 4% in the first year and between 4% and 5% in later years, and the duration
is typically five years.
For each franchised-and-managed hotel
under our standard franchise agreement, we recognize the initial franchise fee as revenue when the franchised-and-managed hotel
opens for business, the fee becomes non-refundable, and we have fulfilled all our commitments and obligations associated with these
initial fees. We recognize ongoing royalty fees, management fees and franchise fees as revenues when the franchised-and-managed
hotel recognizes revenues from which we derive these fees. We recognize fees received from franchisees for system usage, maintenance
and support as revenues when our services are rendered. The Motel 168 franchise agreements that were signed before the acquisition
differ in certain respects: we recognize the initial franchise fee as deferred revenue when cash is received and recognize as revenue
during the franchising period which usually is five years as the franchisees have a refund right that lapses gradually over a five-year
period.
Operating Costs and Expenses.
Our operating costs and expenses consist of costs for our leased-and-operated hotels, sales and marketing expenses, general and
administrative expenses and other operating expenses. The following table sets forth the components of our operating costs and
expenses, both in absolute amount and as a percentage of total revenues for the periods indicated.
|
|
For
the Year Ended December 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
RMB
|
|
|
%
|
|
|
RMB
|
|
|
%
|
|
|
RMB
|
|
|
US$
|
|
|
%
|
|
|
|
(in thousands, except percentages)
|
|
Total revenues
|
|
|
3,959,726
|
|
|
|
100.0
|
|
|
|
5,769,735
|
|
|
|
100.0
|
|
|
|
6,352,971
|
|
|
|
1,049,436
|
|
|
|
100.0
|
|
Less: Business tax and
related surcharges
|
|
|
(249,274
|
)
|
|
|
(6.3
|
)
|
|
|
(353,418
|
)
|
|
|
(6.1
|
)
|
|
|
(391,821
|
)
|
|
|
(64,724
|
)
|
|
|
(6.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
3,710,452
|
|
|
|
93.7
|
|
|
|
5,416,317
|
|
|
|
93.9
|
|
|
|
5,961,150
|
|
|
|
984,712
|
|
|
|
93.8
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased-and-operated hotel costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rents and utilities
|
|
|
(1,232,662
|
)
|
|
|
(31.1
|
)
|
|
|
(1,953,243
|
)
|
|
|
(33.9
|
)
|
|
|
(2,108,924
|
)
|
|
|
(348,369
|
)
|
|
|
(33.2
|
)
|
Personnel costs
|
|
|
(657,155
|
)
|
|
|
(16.6
|
)
|
|
|
(1,037,371
|
)
|
|
|
(18.0
|
)
|
|
|
(1,073,754
|
)
|
|
|
(177,372
|
)
|
|
|
(16.9
|
)
|
Depreciation and amortization
|
|
|
(398,914
|
)
|
|
|
(10.1
|
)
|
|
|
(612,789
|
)
|
|
|
(10.6
|
)
|
|
|
(692,945
|
)
|
|
|
(114,466
|
)
|
|
|
(10.9
|
)
|
Consumables, food and beverage
|
|
|
(258,120
|
)
|
|
|
(6.5
|
)
|
|
|
(351,338
|
)
|
|
|
(6.1
|
)
|
|
|
(343,029
|
)
|
|
|
(56,664
|
)
|
|
|
(5.4
|
)
|
Others
|
|
|
(413,815
|
)
|
|
|
(10.5
|
)
|
|
|
(687,254
|
)
|
|
|
(11.9
|
)
|
|
|
(648,299
|
)
|
|
|
(107,091
|
)
|
|
|
(10.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total leased-and-operated hotel costs
|
|
|
(2,960,666
|
)
|
|
|
(74.8
|
)
|
|
|
(4,641,995
|
)
|
|
|
(80.5
|
)
|
|
|
(4,866,951
|
)
|
|
|
(803,962
|
)
|
|
|
(76.6
|
)
|
Personnel costs of franchised-and-managed
hotels
|
|
|
(72,009
|
)
|
|
|
(1.8
|
)
|
|
|
(125,031
|
)
|
|
|
(2.2
|
)
|
|
|
(157,314
|
)
|
|
|
(25,986
|
)
|
|
|
(2.5
|
)
|
Sales and marketing expenses
|
|
|
(44,451
|
)
|
|
|
(1.1
|
)
|
|
|
(76,878
|
)
|
|
|
(1.3
|
)
|
|
|
(109,935
|
)
|
|
|
(18,160
|
)
|
|
|
(1.7
|
)
|
General and administrative
expenses
|
|
|
(335,888
|
)
|
|
|
(8.5
|
)
|
|
|
(315,235
|
)
|
|
|
(5.5
|
)
|
|
|
(313,480
|
)
|
|
|
(51,783
|
)
|
|
|
(4.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs
and expenses
|
|
|
(3,413,014
|
)
|
|
|
(86.2
|
)
|
|
|
(5,159,139
|
)
|
|
|
(89.5
|
)
|
|
|
(5,447,680
|
)
|
|
|
(899,891
|
)
|
|
|
(85.7
|
)
|
Leased-and-operated Hotel Costs
.
Our leased-and-operated hotel costs consist of costs and expenses directly attributable to our operation of leased-and-operated
hotels, primarily including rental payments and utility costs for hotel properties, compensation and benefits for our hotel-based
employees, costs of hotel room consumable products, depreciation and amortization of leasehold improvements, and agency fees to
travel intermediaries and consolidators. We anticipate that our leased-and-operated hotel costs will increase as we continue to
open new leased-and-operated hotels and hire additional hotel-based employees.
Sales and Marketing Expenses
. Our
sales and marketing expenses primarily consist of advertising expenses, production costs of marketing materials, expenses associated
with our membership reward program, and compensation and benefits for our sales and marketing personnel, including personnel at
our centralized reservation centers. We expect that our sales and marketing expenses will increase as we promote our brands.
General and Administrative Expenses
.
Our general and administrative expenses primarily consist of compensation and benefits for our corporate office employees and other
employees who are not sales and marketing or hotel-based employees, costs of third-party professional services, and rental payments
relating to office and administrative functions. We expect that our general and administrative expenses will increase in the near
term as we hire additional personnel and incur additional costs in connection with the expansion of our business.
The following table sets forth the allocation
of our share-based compensation expenses both in absolute amount and as a percentage of total share-based compensation expenses,
among the cost and expense items set forth below. Share-based compensation expenses are allocated among these items based on the
nature of the work our employees were assigned to perform.
|
|
For
the Year Ended December 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
RMB
|
|
|
%
|
|
|
RMB
|
|
|
%
|
|
|
RMB
|
|
|
US$
|
|
|
%
|
|
|
|
(in thousands, except percentages)
|
|
Leased-and-operated hotel costs—personnel
costs
|
|
|
3,283
|
|
|
|
4.3
|
|
|
|
8,199
|
|
|
|
8.8
|
|
|
|
7,904
|
|
|
|
1,306
|
|
|
|
9.2
|
|
Personnel costs of franchised-and-managed
hotels
|
|
|
3,369
|
|
|
|
4.4
|
|
|
|
9,578
|
|
|
|
10.3
|
|
|
|
11,013
|
|
|
|
1,819
|
|
|
|
12.8
|
|
Sales and marketing expenses
|
|
|
656
|
|
|
|
0.8
|
|
|
|
1,535
|
|
|
|
1.6
|
|
|
|
1,514
|
|
|
|
250
|
|
|
|
1.8
|
|
General and administrative
expenses
|
|
|
69,227
|
|
|
|
90.5
|
|
|
|
74,064
|
|
|
|
79.3
|
|
|
|
65,584
|
|
|
|
10,834
|
|
|
|
76.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total share-based compensation
expense
|
|
|
76,535
|
|
|
|
100.0
|
|
|
|
93,376
|
|
|
|
100.0
|
|
|
|
86,015
|
|
|
|
14,209
|
|
|
|
100.0
|
|
Non-GAAP Financial Measures.
To supplement our consolidated financial results presented in accordance with U.S. GAAP, we use two measures defined as non-GAAP
financial measures in evaluating our business: EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP). We define EBITDA (non-GAAP) as
net income attributable to Home Inns’ shareholders before interest income, interest expenses, income tax expense, and depreciation
and amortization. We define adjusted EBITDA (non-GAAP) as EBITDA (non-GAAP) further adjusted to eliminate net foreign exchange
loss or gain, share-based compensation, gain on buy-back of convertible bonds, issuance costs for convertible bond, acquisition
expenses and integration cost for Motel 168, loss or gain on change in fair value of interest swap transaction and loss or gain
on change in fair value of convertible notes. We present non-GAAP financial measures because they are used by our management to
evaluate our operating performance. We also believe that these non-GAAP financial measures provide useful information to investors
and others in understanding and evaluating our consolidated results of operations in the same manner as our management and in comparing
financial results across accounting periods and to those of our peer companies. The presentation of these non-GAAP financial measures
is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance
with GAAP. For more information on these non-GAAP financial measures, please see the table below.
|
|
For the Year Ended December 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Reconciliation of non-GAAP financial measures
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
Net income attributable to Home Inns’ shareholders
|
|
|
351,531
|
|
|
|
(26,776
|
)
|
|
|
196,222
|
|
|
|
32,415
|
|
Interest income
|
|
|
(31,996
|
)
|
|
|
(11,874
|
)
|
|
|
(6,216
|
)
|
|
|
(1,027
|
)
|
Interest expenses
|
|
|
46,868
|
|
|
|
119,416
|
|
|
|
54,149
|
|
|
|
8,945
|
|
Income tax expense
|
|
|
169,442
|
|
|
|
136,305
|
|
|
|
206,997
|
|
|
|
34,193
|
|
Depreciation and amortization
|
|
|
413,105
|
|
|
|
632,468
|
|
|
|
714,482
|
|
|
|
118,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA (non-GAAP)
|
|
|
948,950
|
|
|
|
849,539
|
|
|
|
1,165,634
|
|
|
|
192,550
|
|
Foreign exchange gain, net
|
|
|
(15,849
|
)
|
|
|
(217
|
)
|
|
|
(49,830
|
)
|
|
|
(8,231
|
)
|
Share-based compensation
|
|
|
76,535
|
|
|
|
93,376
|
|
|
|
86,015
|
|
|
|
14,209
|
|
Gain on buy-back of convertible bonds
|
|
|
(1,521
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Accelerated fee amortization on early extinguishment of Term Loan
|
|
|
—
|
|
|
|
—
|
|
|
|
41,872
|
|
|
|
6,917
|
|
Acquisition expenses—Motel 168
|
|
|
63,824
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Integration cost
|
|
|
19,505
|
|
|
|
96,952
|
|
|
|
15,047
|
|
|
|
2,486
|
|
Non-operating expenses—loss on change in fair value of interest swap transaction
|
|
|
7,315
|
|
|
|
6,665
|
|
|
|
(912
|
)
|
|
|
(151
|
)
|
(Gain)/loss on change in fair value of convertible notes
|
|
|
(198,547
|
)
|
|
|
87,099
|
|
|
|
133,404
|
|
|
|
22,037
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (non-GAAP)
|
|
|
900,212
|
|
|
|
1,133,414
|
|
|
|
1,391,230
|
|
|
|
229,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (non-GAAP) as a percentage of total revenue
|
|
|
22.7
|
%
|
|
|
19.6
|
%
|
|
|
21.9
|
%
|
|
|
21.9
|
%
|
Seasonality
Our business is subject to fluctuations
in revenues due to seasonality, which may cause fluctuations in our quarterly operating results. Generally, the first quarter,
in which both the Chinese New Year and Spring Festival holidays fall, accounts for a lower percentage of our annual revenues than
other quarters of the year. Further, travel volume in second and third quarters of the year is generally higher given better weather
conditions and school vacations. Therefore, you should not rely on our operating results for prior quarters as an indication of
our results in any future period.
Taxation
We are incorporated in the Cayman Islands.
Under Cayman Islands law, we are not subject to income or capital gains tax. In addition, dividend payments are not subject to
withholding tax in the Cayman Islands. We also have two subsidiaries incorporated in the Cayman Islands.
Our subsidiaries in Hong Kong are subject
to a profit tax at the rate of 16.5% on assessable profit determined under relevant Hong Kong tax regulations. To date, our subsidiaries
in Hong Kong have not been required to pay profit tax as they have had no assessable profit.
Motel 168 has subsidiaries in the British
Virgin Islands and the Republic of Mauritius. These subsidiaries are not subject to tax on income or capital gains. In addition,
dividend payments are not subject to withholding tax in the British Virgin Islands or the Republic of Mauritius.
Our subsidiaries in China are subject
to a business tax at a rate of approximately 6% on revenues generated from providing services and related surcharges by various
local tax authorities. In addition, our subsidiaries in China are generally subject to the standard enterprise income tax at a
rate of 25%. However, some of our subsidiaries are subject to lower enterprise income tax rates due to the preferential tax treatments
granted by the local tax authorities. For example, our wholly-owned subsidiary, Suzhou Hengchuang Software Co., Ltd., was exempted
from enterprise income tax rate for 2012 and 2013, because of the preferential income tax rate applicable to the software industry,
and it will be taxed at a preferential rate of 12.5% for 2014, 2015 and 2016 before becoming subject to the full rate of 25% in
2017.
Under the Enterprise Income Tax Law and
its implementation regulations, a 10% PRC income tax is applicable to dividends payable to investors that are “non-resident
enterprises,” i.e., enterprises that do not have an establishment or place of business in the PRC, to the extent such dividends
have their sources within the PRC. Such dividends are also subject to the 10% tax even if the recipient has an establishment or
place of business in the PRC if the relevant income is not effectively connected with the establishment or place of business. Undistributed
earnings generated prior to January 1, 2008 are exempt from the 10% PRC income tax. We are a holding company incorporated
in the Cayman Islands that indirectly holds, through subsidiaries in the Cayman Islands, the British Virgin Islands, Mauritius
and Hong Kong, other subsidiaries in the PRC. Our business operations are principally conducted through our PRC subsidiaries. Thus,
dividends for earnings accumulated beginning on January 1, 2008 payable to us by our subsidiaries in China, will be subject
to the 10% income tax if we are considered as “non-resident enterprises” under the Enterprise Income Tax Law.
Under a special arrangement between China
and Hong Kong, dividends from our PRC subsidiaries paid to us through our Hong Kong subsidiary, which would otherwise be subject
to a 10% withholding tax, may be subject to a 5% preferential withholding tax if our Hong Kong subsidiary can be considered as
a “beneficial owner” of our PRC subsidiaries and is otherwise entitled to the benefits under the special arrangement.
The State Administration for Taxation promulgated Notice Regarding Interpretation and Recognition of Beneficial Owners under Tax
Treaties on October 27, 2009, which provides guidance on the determination of “beneficial owners”. If our Hong
Kong subsidiaries are not considered to be the “beneficial owners” of our PRC subsidiaries under this notice, any dividends
paid by our PRC subsidiaries to our Hong Kong subsidiaries would be subject to withholding tax at a rate of 10%. Moreover, under
the Enterprise Income Tax Law, foreign ADS holders may be subject to a 10% withholding tax upon dividends payable by us and gains
realized on the sale or other disposition of ADSs or ordinary shares, if such income is sourced from within the PRC.
Our effective income tax rate varies over
the years and the following table sets forth a reconciliation between statutory tax rate and the effective tax rate:
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Statutory corporate income tax rate
|
|
|
25
|
%
|
|
|
25
|
%
|
|
|
25
|
%
|
Tax differential from statutory rate applicable to subsidiaries in the PRC
|
|
|
(3
|
%)
|
|
|
(1
|
%)
|
|
|
(1
|
%)
|
Tax differential for the expenses recorded by Home Inns & Hotels Management Inc. and its subsidiaries registered in the Cayman Islands, BVI and Mauritius which are not subject to tax
(1)
|
|
|
(2
|
%)
|
|
|
68
|
%
|
|
|
17
|
%
|
Permanent difference for non-deductible expenses
|
|
|
5
|
%
|
|
|
7
|
%
|
|
|
4
|
%
|
Withholding tax on earnings no longer considered indefinitely reinvested
|
|
|
7
|
%
|
|
|
21
|
%
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective corporate income tax rate
|
|
|
32
|
%
|
|
|
120
|
%
|
|
|
51
|
%
|
Critical Accounting Policies
We prepare financial statements in accordance
with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect the reported amounts of our assets and
liabilities and the disclosure of our contingent assets and liabilities at the end of each fiscal period and the reported amounts
of revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates based on our own historical
experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available
information and assumptions that we believe to be reasonable, which together form our basis for making judgments about matters
that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting
process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment
than others in their application.
The selection of critical accounting policies,
the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes
in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following
accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.
Basis of Consolidation
The consolidated financial statements
include the financial statements of our company and its subsidiaries. All significant transactions and balances between our company
and its subsidiaries have been eliminated upon consolidation.
A subsidiary is an entity in which our
company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority
of the members of the board of directors, and has the power to cast a majority of votes at meetings of the board of directors or
to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.
ASC 810
“Consolidation”, which provides guidance on the identification of and financial reporting for entities over which control
is achieved through means other than voting interests, requires certain variable interest entities to be consolidated by the primary
beneficiary of the entity.
We evaluate our business relationships
such as those with franchisees to identify potential variable interest entities. Generally, these businesses qualify for the business
scope exception under the consolidation guidance. Therefore, we have concluded that consolidation of any such entities is not appropriate
for the periods.
Allowance for Doubtful Accounts
Provision is made against receivables
to the extent collection is considered to be doubtful. Accounts receivable and other receivables in the balance sheet are stated
net of such provision, if any. For the years ended December 31, 2012 and 2013, the allowance for doubtful accounts was nil
and RMB 1.6 million (US$0.3 million), respectively.
Business Combinations
U.S. GAAP requires that business combinations
be accounted for under the acquisition purchase method. From January 1, 2009, we adopted ASC 805 “Business Combinations”.
Following this adoption, the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of
the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed
as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair
value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total
of cost of acquisition, the fair value of the non-controlling interests and the acquisition date fair value of any previously held
equity interest in the acquired over (ii) the fair value of the identifiable net assets of the acquired is recorded as goodwill.
If the cost of acquisition is less than the fair value of the net assets of the entity acquired, the difference is recognized directly
in the statements of operations.
The determination and allocation of fair
values to the identifiable assets acquired and liabilities assumed are based on various assumptions and valuation methodologies
requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values,
the number of years on which to base the cash flow projections and the assumptions and estimates used to determine the cash inflows
and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current
business model and industry comparisons. Terminal values are based on the expected life of assets and forecasted life cycle and
forecasted cash flows over that period. Although we believe that the assumptions applied in the determinations that we have made
are reasonable based on information available at the date of acquisition, actual results may differ from the forecasted amounts
and the difference could be material.
Jointly Controlled Entity
Investment in a jointly controlled entity
is accounted for by the equity method of accounting as we have the ability to exercise significant influence but do not own a majority
equity interest. Under this method, our income or loss from investment is recognized in our consolidated statements of operations.
Unrealized gains on transactions between us and the jointly controlled entity are eliminated to the extent of our interest in the
jointly controlled entity, if any; unrealized losses are also eliminated unless the transaction provides evidence of an impairment
of the asset transferred. When our share of losses in the jointly controlled entity equals or exceeds our interest in the jointly
controlled entity, we do not recognize further losses, unless we have incurred obligations or made payments on behalf of the jointly
controlled entity.
We review our investment in the jointly
controlled entity to determine whether a decline in fair value below the carrying value is other than temporary at period end.
The primary factors we consider in our determination are the length of time that the fair value of the investment is below our
carrying value and the financial condition, operating performance and near term prospects of the investee. In addition, we consider
the reason for the decline in fair value, including general market conditions, industry-specific or investee-specific reasons,
changes in valuation subsequent to the balance sheet date and our intent and ability to hold the investment for a period of time
sufficient to allow for a recovery in fair value. If the decline in fair value is deemed to be other than temporary, the carrying
value of the security is written down to fair value. There were no impairment losses for our investment in the jointly controlled
entity in the years ended December 31, 2011, 2012 and 2013.
Goodwill
Goodwill is an asset representing the
future economic benefits arising from other assets acquired in a business combination that are not individually identified and
separately recognized. Goodwill is not amortized, but rather is tested for impairment at least annually or more frequently if events
or changes in circumstances indicate that it might be impaired. We adopted Accounting Standards Update 2011-08, Intangibles-Goodwill
and other (Topic 350), since 2012, which gives us an option to first assess qualitative factors to determine whether it is “more
likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether
it is necessary to perform the two-step goodwill impairment test. If it is more likely than not that the fair value of a reporting
unit is less than its carrying amount, goodwill is then tested following a two-step process. The first step compares the fair values
of each reporting unit to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount,
goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit
exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s
goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the
allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess
of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill.
This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust
the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over
the implied fair value of goodwill.
We perform a goodwill impairment assessment
under one single reporting unit. We assess qualitative factors firstly by comparing the fair value of the reporting unit with its
carrying amount, including goodwill. We determine that our quoted market price (the Home Inns ADS price) is the best evidence of
fair value and we use it as the basis of the fair value measurement (in accordance with ASC 350-20-35-22). As of December 31, 2012
and 2013, our market capitalization well exceeded the carrying amount of the reporting unit. No impairment of goodwill was recognized
for the years ended December 31, 2011, 2012 and 2013.
Impairment of Long-lived Assets and Definite-lived Intangible
Assets
Long-lived assets and definite-lived intangible
assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amount of an asset may not
be recoverable. Factors considered important that could result in an impairment review include significant underperformance relative
to expected historical or projected future operating results, significant changes in the manner of use of long-lived assets and
definite-lived intangible assets and significant negative industry or economic trends. Impairments are recognized based on the
difference between the fair value of the asset and its carrying value in the event that the carrying amount exceeds the estimated
future undiscounted cash flow attributed to such assets. Fair value is generally measured based on either quoted market prices,
if available, or discounted cash flow analyses. Additionally, determining fair values requires probability weighting the cash flows
to reflect expectations about possible variations in their amounts or timing and the selection of an appropriate discount rate.
Although cash flow estimates are based on relevant information available at the time the estimates are made, estimates of future
cash flows are, by nature, highly uncertain and may vary significantly from actual results. Any write-downs would be treated as
permanent reductions in the carrying amounts of the assets and an operating loss would be recognized. The impairment losses on
property and equipment recognized for the years ended December 31, 2011, 2012 and 2013 were RMB 1.7 million, RMB 12.6 million
and RMB 0.6 million (US$0.1 million), respectively.
Accruals for Customer Reward Program
We invite our customers to participate
in a customer reward program. Prior to November 14, 2004, membership was free of charge. A one-time membership fee was charged
after that date for new members. Members enjoy discounts on room rates and priority in hotel reservation and accumulate membership
points for their paid stays, which can be redeemed for membership upgrades, room night awards and other gifts. The estimated incremental
costs to provide membership upgrades, room night awards and other gifts are accrued and recorded as accruals for customer reward
program as members accumulate points and recognized as sales and marketing expenses in the statements of operations. As members
redeem awards or their entitlements expire, the provision is reduced correspondingly.
After the acquisition of Motel 168, the
terms under the Motel 168’s customer reward program have been updated to conform to that of Home Inns’ customer reward
program.
As of December 31, 2012 and 2013, the
accruals for customer reward program amounted to RMB 5.5 million and RMB 21.8 million (US$3.6 million), respectively. The expenses
for the customer rewards program were reversed by RMB 16.3 million for the year ended December 31, 2011, and recognized by RMB
0.3 million and RMB 16.3 million (US$2.7 million) for the years ended December 31, 2012 and 2013, respectively.
We estimate the liabilities under the
customer rewards program based on accumulated membership points and the estimate of probability of redemption in accordance with
the historical redemption pattern. If actual redemption differs significantly from their estimate, it will result in an adjustment
to the liability and the corresponding expenses.
Revenue Recognition
Revenues from leased-and-operated hotels
represent primarily room rentals and food and beverage sales from the leased-and-operated hotels. We recognize such revenues when
goods are delivered and services are provided.
Revenues from franchised-and-managed hotels
are derived from franchise agreements where the franchisees are required to pay (i) an initial franchise fee and (ii) on-going
management and service fees based on a percentage of revenue, which historically have approximated 3% to 6% of the room revenues
of the franchised-and-managed hotels. The franchise fee is an initial one-time fee. For franchise agreements signed under the Home
Inn brand and Yitel brand and franchise agreements signed under the Motel 168 brand after our acquisition of Motel 168, the franchise
fee is recognized as revenue when the franchised hotel opens for business, the franchise fee becomes non-refundable, and we have
fulfilled all our commitments and obligations including assistance to the franchisees in property design, leasehold improvement
construction project management, systems installation, personnel recruiting and training. For franchise agreements signed by Motel
168 prior to our acquisition of it, the franchise fee is recorded as deferred revenue when the cash is received and recognized
as revenue during the franchising period which usually is five years as the franchisees have a refund right that lapses proportionately
over a five-year period. On-going management and service fees are recognized when the underlying service revenue is recognized
by the franchisees’ operations. Other revenues generated from franchise agreements include a system maintenance and support
fee and a central reservation system usage fee, which are recognized when services are provided.
Prior to the second quarter of 2011, revenue
from one-time membership fees was deferred when received and was recognized when membership records showed no activity after a
year. With sufficient historical information and accumulated knowledge on membership activity pattern, we estimated that the average
life of memberships is approximately two years. Therefore, the change in accounting estimate is applied prospectively, and revenue
from one-time membership fees has been recognized over two years on a straight line basis since April 1, 2011. For the years
ended December 31, 2011, 2012 and 2013, we recognized revenues of RMB 79.4 million, RMB 172.1 million and RMB 178.8
million (US$29.5 million) from one-time membership fees, respectively.
We continue to monitor the membership
activity pattern and reassess average life of memberships at each period end to ensure estimate of the revenue recognition period
is reasonable.
Share-based Compensation
We account for share-based compensation
arrangements with employees in accordance with ASC 718 “Compensation — Stock Compensation”. It requires
us to measure the fair value of the stock-based award at the grant date and recognize compensation expense, net of estimated forfeitures,
on a straight-line basis over the requisite service period. We use the Black-Scholes option pricing model to determine the fair
value of stock options. The requisite service period is the vesting period, which is generally four years. Forfeitures are estimated
at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates.
One of our subsidiaries grants share options
with an exercise price denominated in U.S. dollars. We determined that this subsidiary should account for the U.S. dollar denominated
share options granted to employees and directors of the subsidiary as liability awards as our functional currency is the Renminbi
and the underlying shares denominated in U.S. dollars are not publicly traded. All grants of share-based awards to employees and
directors classified as liability are remeasured at the end of each reporting period with an adjustment for fair value recorded
to the current period expense in order to properly reflect the cumulative expense based on the current fair value of the vested
rewards over the vesting periods.
Leases
We lease certain property and equipment.
Leases of property and equipment are classified
as operating leases when substantially all the risks and rewards of ownership of assets remain with the lessor. Payments made under
operating leases net of any incentives received from the lessor are charged to the consolidated statements of operations on a straight-line
basis over the terms of the underlying lease.
Leases of property and equipment are classified
as finance leases when we have substantially all the risks and rewards of ownership. Finance leases are capitalized at the lease’s
commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease
payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are
included in finance lease liabilities. The interest element of the finance cost is charged to the statements of operations over
the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
The property and equipment acquired under finance leases are depreciated over the lease term if the lease does not meet the transfer
of ownership criterion or the bargain purchase option criterion. If the lease meets either the transfer of ownership criterion
or the bargain purchase option criterion, then the related asset is depreciated over the useful life of the asset.
Fixed assets capitalized under finance
leases are depreciated in accordance with our policy for the depreciation of fixed assets.
Taxation
The provision for income taxes is based
on the income and expense amounts recorded in our consolidated statements of operations. Income tax expenses are recorded using
the liability method. Deferred tax assets or liabilities are recognized for the estimated future tax effects attributable to temporary
differences and tax loss carry forwards. Deferred tax assets and liabilities are recognized and measured using enacted income tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred taxes of a change in tax rates is recognized in statements of operations in the period that includes the
enactment date. A valuation allowance is recorded to reduce the amount of deferred tax assets if it is considered more likely than
not that such assets will not be realized.
In order to assess uncertain tax positions,
we apply a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition.
For the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available
evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals
or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is greater than 50% likely
to be realized upon settlement. As of December 31, 2012 and 2013, there were no uncertain tax positions.
Recent Accounting Pronouncements
In February of 2013, the FASB issued ASU
2013-02, “Comprehensive Income (Topic 220), Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income”.
The amendments in this ASU require an entity to provide information about amounts reclassified out of accumulated other comprehensive
income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented
or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of
net income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in
the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net
income (for example, where amounts are reclassified to inventory), an entity is required to cross-reference to other disclosures
required under U.S. GAAP that provide additional detail about those amounts. For public entities, the amendments are effective
with prospective application for reporting periods beginning after December 15, 2012. We adopted this ASU beginning on January
1, 2013, and the adoption of this ASU did not have a material impact on our consolidated financial statements.
In March of 2013, the FASB issued ASU
2013-11, “Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward,
a Similar Tax Loss, or a Tax Credit Carryforward Exists”. The amendments in the ASU clarify that an unrecognized tax benefit,
or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset
for a net operating loss, similar tax loss, or tax credit carryforward, except as noted in the following sentence. To the extent
a net operating loss, similar tax loss, or tax credit carryforward is not available at the reporting date under the tax law of
the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or
the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred
tax asset for such a purpose, then under this exception the unrecognized tax benefit is to be presented in the financial statements
as a liability and should not be combined with (netted with) the deferred tax asset(s). The assessment of whether a deferred tax
asset is “available” is based on the unrecognized tax benefit and deferred tax asset amounts that exist at the reporting
date and should be made presuming disallowance of the tax position at the reporting date. The amendments are effective for fiscal
years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should
be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted.
The adoption of this ASU beginning on January 1, 2013, had no material impact on our consolidated financial statements.
Selected Operating Data
The following tables present certain selected
operating data of our company as of and for the dates and periods indicated. These operating measures are widely used in the hospitality
industry.
|
|
As of and for the Year Ended
December 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Operating Data
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotels in operation
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased-and-operated hotels
(2)
|
|
|
698
|
|
|
|
803
|
|
|
|
872
|
|
Franchised-and-managed hotels
(2)
|
|
|
728
|
|
|
|
969
|
|
|
|
1,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
(2)
|
|
|
1,426
|
|
|
|
1,772
|
|
|
|
2,180
|
|
Total rooms
(2)
|
|
|
176,562
|
|
|
|
214,070
|
|
|
|
256,555
|
|
Number of cities
(2)
|
|
|
212
|
|
|
|
253
|
|
|
|
287
|
|
Occupancy rate (as a percentage)
|
|
|
|
|
|
|
|
|
|
|
|
|
All hotels
|
|
|
88.8
|
|
|
|
86.1
|
|
|
|
86.1
|
|
Leased-and-operated hotels
|
|
|
86.6
|
|
|
|
83.0
|
|
|
|
83.2
|
|
Franchised-and-managed hotels
|
|
|
91.3
|
|
|
|
89.2
|
|
|
|
88.5
|
|
Average daily rate (in RMB)
|
|
|
|
|
|
|
|
|
|
|
|
|
All hotels
|
|
|
172
|
|
|
|
168
|
|
|
|
165
|
|
Leased-and-operated hotels
|
|
|
165
|
|
|
|
161
|
|
|
|
158
|
|
Franchised-and-managed hotels
|
|
|
179
|
|
|
|
174
|
|
|
|
171
|
|
RevPAR (in RMB)
|
|
|
|
|
|
|
|
|
|
|
|
|
All hotels
|
|
|
152
|
|
|
|
144
|
|
|
|
142
|
|
Leased-and-operated hotels
|
|
|
143
|
|
|
|
134
|
|
|
|
131
|
|
Franchised-and-managed hotels
|
|
|
163
|
|
|
|
155
|
|
|
|
152
|
|
|
(1)
|
All numbers pertain to hotels in operation and exclude hotels contracted or under construction. Data for leased-and-operated
hotels includes hotels operated through joint ventures. Home Inns Hotel Management (Shanghai) Co., Ltd. currently owns 51% of three
joint ventures, 70% of two joint ventures, 75% of one joint venture and 95% of one other joint venture. Yitel Hotel Management
(Shanghai) Limited currently owns 60% of one joint venture and 50% of another joint venture. Two leased-and-operated hotels are
ultimately controlled by Grandmaster Property Management (Hong Kong) Limited, a joint venture of which we own 70%. We also have
joint control of another joint venture through Shanghai Motel Hotel Management Co., Ltd.
|
|
|
|
|
(2)
|
As of the end of each period.
|
The comparative performance of ramp-up
stage hotels and mature hotels shown in the following table illustrates the materially dilutive nature of the performance of the
ramp-up stage hotels, which are those hotels that have been in operation for 6 months or less. As of December 31, 2011, 2012
and 2013, there were 325, 367 and 391 hotels that had been in operation for over 6 months but less than 18 months. After the initial
6 months of operations, during which performance improves quickly, hotels will continue to increase in occupancy rate and average
daily rate at a more gradual pace before becoming mature hotels. These hotels as a group have a less dilutive impact on the
overall portfolio performance than do the ramp-up stage hotels.
|
|
As of and for the Year Ended
December 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Mature Hotels and Ramp-up Stage Hotels
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotels in operation
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature hotels
(2)
|
|
|
895
|
|
|
|
1,201
|
|
|
|
1,543
|
|
Ramp-up stage hotels
(2)
|
|
|
206
|
|
|
|
204
|
|
|
|
246
|
|
Occupancy rate (as a percentage)
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature hotels
|
|
|
91.8
|
|
|
|
88.4
|
|
|
|
88.4
|
|
Ramp-up stage hotels
|
|
|
62.4
|
|
|
|
57.5
|
|
|
|
60.2
|
|
Average daily rate (in RMB)
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature hotels
|
|
|
174
|
|
|
|
170
|
|
|
|
167
|
|
Ramp-up stage hotels
|
|
|
160
|
|
|
|
157
|
|
|
|
151
|
|
RevPAR (in RMB)
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature hotels
|
|
|
160
|
|
|
|
151
|
|
|
|
148
|
|
Ramp-up stage hotels
|
|
|
100
|
|
|
|
90
|
|
|
|
91
|
|
|
(1)
|
Mature hotels are hotels that have been in operation for 18 months or more. Ramp-up stage hotels are hotels that have been
in operation for 6 months or less.
|
|
(2)
|
As of the end of each period.
|
Results of Operations
The following table sets forth a summary
of our consolidated results of operations, both in absolute amount and as a percentage of total revenues for the periods indicated.
This information should be read together with our consolidated financial statements and related notes included at the end of this
annual report. Our limited operating history makes it difficult to predict future operating results. We believe that the period-to-period
comparison of operating results should not be relied upon as being indicative of future performance.
|
|
For
the Year Ended December 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
RMB
|
|
|
%
|
|
|
RMB
|
|
|
%
|
|
|
RMB
|
|
|
US$
|
|
|
%
|
|
|
|
(in thousands,
except percentages)
|
|
Consolidated Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased-and-operated
hotels
|
|
|
3,559,740
|
|
|
|
89.9
|
|
|
|
5,164,799
|
|
|
|
89.5
|
|
|
|
5,587,480
|
|
|
|
922,986
|
|
|
|
88.0
|
|
Franchised-and-managed
hotels
|
|
|
399,986
|
|
|
|
10.1
|
|
|
|
604,936
|
|
|
|
10.5
|
|
|
|
765,491
|
|
|
|
126,450
|
|
|
|
12.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
3,959,726
|
|
|
|
100.0
|
|
|
|
5,769,735
|
|
|
|
100.0
|
|
|
|
6,352,971
|
|
|
|
1,049,436
|
|
|
|
100.0
|
|
Less:
Business tax and related surcharges
|
|
|
(249,274
|
)
|
|
|
(6.3
|
)
|
|
|
(353,418
|
)
|
|
|
(6.1
|
)
|
|
|
(391,821
|
)
|
|
|
(64,724
|
)
|
|
|
(6.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
3,710,452
|
|
|
|
93.7
|
|
|
|
5,416,317
|
|
|
|
93.9
|
|
|
|
5,961,150
|
|
|
|
984,712
|
|
|
|
93.8
|
|
Operating
costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased-and-operated
hotel costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rents and
utilities
|
|
|
(1,232,662
|
)
|
|
|
(31.1
|
)
|
|
|
(1,953,243
|
)
|
|
|
(33.9
|
)
|
|
|
(2,108,924
|
)
|
|
|
(348,369
|
)
|
|
|
(33.2
|
)
|
Personnel
costs
|
|
|
(657,155
|
)
|
|
|
(16.6
|
)
|
|
|
(1,037,371
|
)
|
|
|
(18.0
|
)
|
|
|
(1,073,754
|
)
|
|
|
(177,372
|
)
|
|
|
(16.9
|
)
|
Depreciation
and amortization
|
|
|
(398,914
|
)
|
|
|
(10.1
|
)
|
|
|
(612,789
|
)
|
|
|
(10.6
|
)
|
|
|
(692,945
|
)
|
|
|
(114,466
|
)
|
|
|
(10.9
|
)
|
Consumables,
food and beverage
|
|
|
(258,120
|
)
|
|
|
(6.5
|
)
|
|
|
(351,338
|
)
|
|
|
(6.1
|
)
|
|
|
(343,029
|
)
|
|
|
(56,664
|
)
|
|
|
(5.4
|
)
|
Others
|
|
|
(413,815
|
)
|
|
|
(10.5
|
)
|
|
|
(687,254
|
)
|
|
|
(11.9
|
)
|
|
|
(648,299
|
)
|
|
|
(107,091
|
)
|
|
|
(10.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total leased-and-operated
hotel costs
|
|
|
(2,960,666
|
)
|
|
|
(74.8
|
)
|
|
|
(4,641,995
|
)
|
|
|
(80.5
|
)
|
|
|
(4,866,951
|
)
|
|
|
(803,962
|
)
|
|
|
(76.6
|
)
|
Personnel
costs of franchised-and-managed hotels
|
|
|
(72,009
|
)
|
|
|
(1.8
|
)
|
|
|
(125,031
|
)
|
|
|
(2.2
|
)
|
|
|
(157,314
|
)
|
|
|
(25,986
|
)
|
|
|
(2.5
|
)
|
Sales and
marketing expenses
|
|
|
(44,451
|
)
|
|
|
(1.1
|
)
|
|
|
(76,878
|
)
|
|
|
(1.3
|
)
|
|
|
(109,935
|
)
|
|
|
(18,160
|
)
|
|
|
(1.7
|
)
|
General
and administrative expenses
|
|
|
(335,888
|
)
|
|
|
(8.5
|
)
|
|
|
(315,235
|
)
|
|
|
(5.5
|
)
|
|
|
(313,480
|
)
|
|
|
(51,783
|
)
|
|
|
(4.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating costs and expenses
|
|
|
(3,413,014
|
)
|
|
|
(86.2
|
)
|
|
|
(5,159,139
|
)
|
|
|
(89.5
|
)
|
|
|
(5,447,680
|
)
|
|
|
(899,891
|
)
|
|
|
(85.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income
|
|
|
—
|
|
|
|
—
|
|
|
|
16,558
|
|
|
|
0.3
|
|
|
|
11,089
|
|
|
|
1,832
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from operations
|
|
|
297,438
|
|
|
|
7.5
|
|
|
|
273,736
|
|
|
|
4.7
|
|
|
|
524,559
|
|
|
|
86,653
|
|
|
|
8.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
31,996
|
|
|
|
0.8
|
|
|
|
11,874
|
|
|
|
0.2
|
|
|
|
6,216
|
|
|
|
1,027
|
|
|
|
0.1
|
|
Interest
expense
|
|
|
(46,868
|
)
|
|
|
(1.2
|
)
|
|
|
(119,416
|
)
|
|
|
(2.1
|
)
|
|
|
(54,149
|
)
|
|
|
(8,945
|
)
|
|
|
(0.9
|
)
|
Accelerated
fee amortization on early extinguishment of Term Loan
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(41,872
|
)
|
|
|
(6,917
|
)
|
|
|
(0.7
|
)
|
Loss from
equity investment
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,305
|
)
|
|
|
(0.0
|
)
|
|
|
(792
|
)
|
|
|
(131
|
)
|
|
|
(0.0
|
)
|
Gain/(loss)
on change in fair value of convertible notes
|
|
|
198,547
|
|
|
|
5.0
|
|
|
|
(87,099
|
)
|
|
|
(1.5
|
)
|
|
|
(133,404
|
)
|
|
|
(22,037
|
)
|
|
|
(2.1
|
)
|
Gain on
buy-back of convertible bond
|
|
|
1,521
|
|
|
|
0.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Non-operating income
|
|
|
35,899
|
|
|
|
0.9
|
|
|
|
43,248
|
|
|
|
0.8
|
|
|
|
53,663
|
|
|
|
8,864
|
|
|
|
0.8
|
|
Non-operating expenses
|
|
|
(7,315
|
)
|
|
|
(0.2
|
)
|
|
|
(6,665
|
)
|
|
|
(0.1
|
)
|
|
|
(1,000
|
)
|
|
|
(165
|
)
|
|
|
(0.0
|
)
|
Foreign
exchange gain, net
|
|
|
15,849
|
|
|
|
0.4
|
|
|
|
217
|
|
|
|
0.0
|
|
|
|
49,830
|
|
|
|
8,231
|
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income tax expense and noncontrolling interests
|
|
|
527,067
|
|
|
|
13.2
|
|
|
|
113,590
|
|
|
|
2.0
|
|
|
|
403,051
|
|
|
|
66,580
|
|
|
|
6.3
|
|
Income
tax expense
|
|
|
(169,442
|
)
|
|
|
(4.3
|
)
|
|
|
(136,305
|
)
|
|
|
(2.4
|
)
|
|
|
(206,997
|
)
|
|
|
(34,193
|
)
|
|
|
(3.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income/(loss)
|
|
|
357,625
|
|
|
|
8.9
|
|
|
|
(22,715
|
)
|
|
|
(0.4
|
)
|
|
|
196,054
|
|
|
|
32,387
|
|
|
|
3.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
Net (income)/loss attributable to noncontrolling interests
|
|
|
(6,094
|
)
|
|
|
(0.2
|
)
|
|
|
(4,061
|
)
|
|
|
(0.1
|
)
|
|
|
168
|
|
|
|
28
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income/(loss) attributable to Home Inns’ shareholders
|
|
|
351,531
|
|
|
|
8.7
|
|
|
|
(26,776
|
)
|
|
|
(0.5
|
)
|
|
|
196,222
|
|
|
|
32,415
|
|
|
|
3.0
|
|
Year Ended December 31, 2013 Compared to Year Ended
December 31, 2012
Revenues
. Our total revenues increased
by 10.2% from RMB 5.77 billion in 2012 to RMB 6.35 billion (US$1.05 billion) in 2013.
|
•
|
Leased-and-operated Hotels
. Revenues from our leased-and-operated hotels increased by 8.3% from RMB 5.16 billion in
2012 to RMB 5.59 billion (US$923.0 million) in 2013. This increase was primarily due to an increase in the number of leased-and-operated
hotels in operation from 803 hotels with 105,505 rooms as of December 31, 2012 to 872 hotels with 112,369 rooms as of December 31,
2013 as a result of our organic growth.
|
|
•
|
Franchised-and-managed Hotels
. Revenues from our franchised-and-managed hotels increased by 26.5% from RMB 604.9 million
in 2012 to RMB 765.5 million (US$126.5 million) in 2013. This growth was primarily due to an increase in the number of franchised-and-managed
hotels in operation from 969 hotels with 108,565 rooms as of December 31, 2012 to 1,308 hotels with 144,186 rooms as of December 31,
2013 as a result of our organic growth.
|
Operating Costs and Expenses
. Our
total operating costs and expenses increased by 5.6% from RMB 5.16 billion in 2012 to RMB 5.45 billion (US$899.9 million) in 2013.
|
•
|
Leased-and-operated Hotel Costs
. Our leased-and-operated hotel costs increased from RMB 4.64 billion in 2012 to RMB
4.87 billion (US$804.0 million) in 2013. This increase was primarily driven by the increased number of leased-and-operated hotels
in operation from 803 hotels with 105,505 rooms as of December 31, 2012 to 872 hotels with 112,369 rooms as of December 31,
2013. We continue to benefit from cost control initiatives and productivity enhancements at the hotel operational level in current
year.
|
|
•
|
Personnel Costs of Franchised-and-managed hotels.
Our personnel costs for franchised-and-managed hotels increased from
RMB 125.0 million in 2012 to RMB 157.3 million (US$26.0 million) in 2013 primarily due to an increase in the number of
franchised-and-managed hotels in operation from 969 hotels as of December 31, 2012 to 1,308 hotels as of December 31,
2013.
|
|
•
|
Sales and Marketing Expenses
. Our sales and marketing expenses increased by 42.9% from RMB 76.9 million or 1.3%
of total revenues in 2012 to RMB 109.9 million (US$18.2 million) or 1.7% of total revenues in 2013. The year-over-year increase
in sales and marketing expense ratio was mainly due to increased project costs for online marketing activities and higher cost
for membership programs in order to improve guest experience and promote member loyalty.
|
|
•
|
General and Administrative Expenses
. Our general and administrative expenses decreased by 0.5% from RMB 315.2 million
in 2012 to RMB 313.5 million (US$51.8 million) in 2013, because we incurred lower integration costs in 2013.
|
Income
from Operations
. Our income from operations increased by 91.7% from RMB 273.7 million in 2012 to RMB 524.6 million
(US$86.7 million) in 2013. Income from operations excluding any share-based compensation expenses and integration costs (non-GAAP)
was RMB 625.6 million (US$103.3 million) or 9.8% of total revenue in 2013,
compared to RMB
464.1 million or 8.0% of total revenue in 2012.
This increase in the income from operations
margin rate mainly resulted from increasing revenue from high-margin franchise-and-managed operations, meaningful improvements
in Motel 168 performance and continued benefits from effective cost control and efficiency improvement.
Interest Expense, Net
. Our net interest
expense decreased from RMB 107.5 million in 2012 to RMB 47.9 million (US$7.9 million) in 2013, primarily because
we had a lower average outstanding term loan balance and we replaced our previous overseas term loan with a term loans from the
Industrial and Commercial Bank of China (Europe) S.A. bearing a lower interest rate.
Loss on Change in Fair Value of Convertible
Notes
. The fair value of our convertible notes is affected by changes in our ADS price, the volatility of our ADS price and
market interest rates. We incurred a loss of RMB 133.4 million (US$22.0 million) on change in fair value of convertible notes
in 2013, compared to a loss of RMB 87.1 million in 2012. The loss in 2013 was primarily driven by the increase of ADS price during
the year from US$28.90 to US$43.64, while was partially offset by the decrease in the volatility ratio of our stock price and by
the increase of market interest rate for convertible notes with similar credit feature.
Foreign Exchange Gain, Net
. Our
net foreign exchange gain increased from RMB 0.2 million in 2012 to RMB 49.8 million (US$8.2 million) in 2013, primarily
because we had a net liability position in U.S. dollars in 2013 and the RMB appreciated more against the U.S. dollar in 2013 than
it did in 2012.
Income Tax Expense
. Our income tax
expense increased by 51.9% from RMB 136.3 million in 2012 to RMB 207.0 million (US$34.2 million) in 2013, primarily due
to the increase in our income from operations, which lead to an increase in our income before income tax.
Net Income/(Loss)
. As a cumulative
result of the above factors, we had a net income of RMB 196.2 million (US$32.4 million) in 2013 as compared to net loss of
RMB 26.8 million in 2012.
Year Ended December 31, 2012 Compared to Year Ended
December 31, 2011
Revenues
. Our total revenues increased
by 45.5% from RMB 3.96 billion in 2011 to RMB 5.77 billion in 2012.
|
•
|
Leased-and-operated Hotels
. Revenues from our leased-and-operated hotels increased by 44.9% from RMB 3.56 billion in
2011 to RMB 5.16 billion in 2012. This increase was primarily due to the fact that we consolidated the financial results from the
Motel 168 hotels for the entire year of 2012, as opposed to only the last three months of 2011, as well as to an increase in the
number of leased-and-operated hotels in operation from 698 hotels with 93,967 rooms as of December 31, 2011 to 803 hotels
with 105,505 rooms as of December 31, 2012 as a result of our organic growth. Motel 168 contributed revenues of RMB 1.40 billion
from leased-and-operated hotels in 2012 as compared to RMB 351.4 million for the last three months of 2011.
|
|
•
|
Franchised-and-managed Hotels
. Revenues from our franchised-and-managed hotels increased by 51.2% from RMB 400.0 million
in 2011 to RMB 604.9 million in 2012. This growth was primarily due to the fact that we consolidated the financial results
from the Motel 168 hotels for the entire year of 2012, as opposed to only the last three months of 2011, as well as to an increase
in the number of franchised-and-managed hotels in operation from 728 hotels with 82,595 rooms as of December 31, 2011 to 969
hotels with 108,565 rooms as of December 31, 2012 as a result of our organic growth. Motel 168 contributed revenues of RMB
70.8 million from franchised-and-managed hotels in 2012 as compared to RMB 16.2 million for the last three months of
2011.
|
Operating Costs and Expenses
. Our
total operating costs and expenses increased by 51.3% from RMB 3.41 billion in 2011 to RMB 5.16 billion in 2012. This increase
resulted from increases in all of our operating cost and expense line items as we substantially expanded our operations in 2012.
|
•
|
Leased-and-operated Hotel Costs
. Our leased-and-operated hotel costs increased from RMB 2.96 billion in 2011 to RMB
4.64 billion in 2012. This increase was primarily driven by the fact that we consolidated the financial results from the Motel
168 hotels for the entire year of 2012, as opposed to only the last three months of 2011, as well as by the increased number of
leased-and-operated hotels in operation from 698 hotels with 93,967 rooms as of December 31, 2011 to 803 hotels with
105,505 rooms as of December 31, 2012. Excluding integration costs, Motel 168 incurred leased-and-operated hotel operating
costs of RMB 1.35 billion in 2012 as compared to RMB 342.2 million for the last three months of 2011. We spent RMB 83.7 million
on Motel 168 integration costs in 2012 as compared to RMB 19.5 million for the last three months of 2011.
|
|
•
|
Personnel Costs of Franchised-and-managed hotels.
Our personnel costs for franchised-and-managed hotels increased from
RMB 72.0 million in 2011 to RMB 125.0 million in 2012 primarily due to an increase in the number of franchised-and-managed
hotels in operation from 728 hotels as of December 31, 2011 to 969 hotels as December 31, 2012, as well as the fact that
we only consolidated the results from Motel 168 for the last three months of 2011. Motel 168 contributed personnel costs of RMB
21.3 million from franchised-and-managed hotels in 2012 as compared to RMB 2.3 million for the last three months of 2011.
|
|
•
|
Sales and Marketing Expenses
. Our sales and marketing expenses increased by 72.8% from RMB 44.5 million or 1.1%
of total revenues in 2011 to RMB 76.9 million or 1.3% of total revenues in 2012. Sales and marketing expenses were relatively
low as a percentage of total revenues in 2011 due to a true-up adjustment we made to accruals for our customer reward program at
the beginning of the second quarter of 2011.
|
|
•
|
General and Administrative Expenses
. Our general and administrative expenses decreased by 6.2% from RMB 335.9 million
in 2011 to RMB 315.2 million in 2012. The decrease was mainly because we incurred RMB 63.8 million in Motel 168 acquisition
expenses in 2011 while we did not have such expenses in 2012.
|
Income from Operations
. Our income
from operations decreased by 8.0% from RMB 297.4 million in 2011 to RMB 273.7 million in 2012. The decrease in income
from operations was mainly due to the weaker operating environment and the absence of systematic price increases to offset rising
hotel operating costs including utilities and personnel related costs. Consolidation of Motel 168 for the full year of 2012, with
its higher cost ratio as its business was still in the process of being integrated, also contributed to the year-over-year decrease
in income from operations.
Interest Expense, Net
. Our net interest
expense increased from RMB 14.9 million in 2011 to RMB 107.5 million in 2012, primarily because of an increase in interest
expense for the term loan that we incurred relating to the acquisition of Motel 168 in 2011.
(Loss)/Gain on Change in Fair Value
of Convertible Notes
. The fair value of our convertible notes is affected by changes in our ADS price and the volatility of
our ADS price and market interest rates. We incurred a loss of RMB 87.1 million on change in fair value of convertible notes in
2012 as opposed to a gain of RMB 198.5 million in 2011. The loss in 2012 was driven by the dual effects of the increase in
our ADS price from US$25.80 to US$28.90 and the decrease of market interest rate for convertible notes with similar credit features,
partially offset by the impact of the decrease in the volatility of our ADS price. The gain in 2011 was mainly due to the decrease
in our ADS price that year.
Foreign Exchange (Loss)/Gain, Net
.
Our net foreign exchange gain decreased from RMB 15.8 million in 2011 to RMB 0.2 million in 2012, primarily because the
RMB did not appreciate as much against the U.S. dollar in 2012 as it did in 2011.
Income Tax Expense
. Our income tax
expense decreased by 19.5% from RMB 169.4 million in 2011 to RMB 136.3 million in 2012, primarily because our cost and
expenses increased more than our total revenues, which lead to a decrease in our income before income tax.
Net Income/(Loss)
. As a cumulative
result of the above factors, we had a net loss of RMB 22.7 million in 2012 as compared to net income of RMB 357.6 million
in 2011.
Noncontrolling Interests.
Noncontrolling
interests represent our joint venture partners’ share of the net income of the seven leased-and-operated hotels owned by
the joint ventures and also of the two property management companies.
Net Income/(Loss) Attributable to Home
Inns’ Shareholders
. As a result of the foregoing, we had net loss attributable to Home Inns’ shareholders of RMB
26.8 million in 2012, as compared to net income attributable to Home Inns’ shareholders of RMB 351.5 million in
2011.
B.
Liquidity and Capital Resources
Our principal sources of liquidity have
been cash generated from operating activities, our sale of ordinary shares through private placements and borrowings from third-party
lenders, as well as the proceeds we received from our public offerings of ordinary shares and our offerings of convertible bonds
and notes. Our cash and cash equivalents consist of cash on hand and liquid investments which are unrestricted as to withdrawal
or use, and which have original maturities of three months or less that are placed with banks and other financial institutions.
Our financing activities consist of issuance
and sale of our shares and convertible bonds and notes to investors and related parties, borrowings from third-party lenders and
our public offerings of our shares. As of the date of this annual report, we had convertible notes with an outstanding principal
amount of US$184.0 million and two loans from the Industrial and Commercial Bank of China (Europe) S.A. with an aggregate outstanding
principal amount of US$117.0 million. Our loans from the Industrial and Commercial Bank of China (Europe) S.A. are guaranteed by
two standby letters of credit issued by the Industrial and Commercial Bank of China, Shanghai Branch for an aggregate of RMB 777.2
million. We also maintain credit facilities amounting in the aggregate to approximately RMB 850.0 million (US$140.4 million),
which are available to be drawn down if needed.
As of December 31, 2013, we had entered
into binding contracts with lessors of 25 properties for our leased-and-operated hotels under development. We expect to incur an
additional RMB 116.1 million (US$19.2 million) in capital expenditures in connection with the completion of the leasehold
improvements of these hotels. In addition, we plan to incur an additional RMB 76 million (US$12.6 million) for our Wujiang
headquarters construction. We intend to fund this planned expansion and construction with our operating cash flow, our existing
cash balance and bank credit facilities.
As of December 31, 2013, our current
liabilities exceeded our current assets by approximately RMB 95.2 million. As of December 31, 2013, we had credit facilities of
RMB 850 million (US$140.4 million) that were available to be drawn down as needed. We believe that by closely monitoring and appropriately
allocating our cash resources, together with drawing down our credit facilities, if needed, we will be able to maintain a sufficient
cash position and liquidity status in the foreseeable future.
The following table sets forth a summary
of our cash flows for the periods indicated:
|
|
For the Year Ended December 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
(in thousands except percentages)
|
|
Consolidated Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
726,102
|
|
|
|
747,779
|
|
|
|
1,192,269
|
|
|
|
196,950
|
|
Net cash used in investing activities
|
|
|
(2,669,499
|
)
|
|
|
(1,001,634
|
)
|
|
|
(861,957
|
)
|
|
|
(142,386
|
)
|
Net cash provided by/(used in) financing activities
|
|
|
1,403,102
|
|
|
|
(864,284
|
)
|
|
|
169,336
|
|
|
|
27,972
|
|
Effect of foreign exchange rate changes on cash and cash equivalents
|
|
|
(56,310
|
)
|
|
|
(4,743
|
)
|
|
|
(6,061
|
)
|
|
|
(1,002
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) /increase in cash and cash equivalents
|
|
|
(596,605
|
)
|
|
|
(1,122,882
|
)
|
|
|
493,587
|
|
|
|
81,534
|
|
Cash and cash equivalents at beginning of year
|
|
|
2,382,643
|
|
|
|
1,786,038
|
|
|
|
663,156
|
|
|
|
109,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
|
1,786,038
|
|
|
|
663,156
|
|
|
|
1,156,743
|
|
|
|
191,080
|
|
Operating Activities
Net cash provided by operating activities
amounted to RMB 1.19 billion (US$197.0 million) in 2013, as compared to net income of RMB 196.1 million (US$32.4 million).
The principal working capital items accounting for the difference between our net cash provided by operating activities and net
income included an increase in deferred rental and deposits of RMB 59.8 million (US$9.9 million) as a result of an increase
in the number of our contracted and newly opened leased-and-operated hotels and franchised-and-managed hotels. However, non-cash
items accounted for most of the difference between our net cash provided by operating activities and our net income. The principal
non-cash items were depreciation and amortization of RMB 714.5 million (US$118.0 million), which is growing in line with our business,
loss on change in fair value of convertible notes of RMB 133.4 million (US$22.0 million) relating to the convertible notes
we issued in 2010 and share-based compensation of RMB 86.0 million (US$14.2 million) primarily relating to share options we
granted in years prior to 2013, partially offset by a deferred income tax benefit of RMB 77.4 million (US$12.8 million).
Net cash provided by operating activities
amounted to RMB 747.8 million in 2012, as compared to net loss of RMB 26.8 million. The principal working capital items
accounting for the difference between our net cash provided by operating activities and net loss included an increase in deferred
rental and deposits of RMB 65.7 million as a result of an increase in the number of our contracted and newly opened leased-and-operated
hotels and franchised-and-managed hotels and an increase in salaries and welfare payable of RMB 37.5 million as we added more employees,
partially offset by an increase in prepayments and other current assets of RMB 29.9 million and a decrease in deferred revenues
of RMB 34.1 million. However, non-cash items accounted for substantially all of the difference between our net cash provided
by operating activities and our net loss. The principal non-cash items were depreciation and amortization of RMB 633.9 million,
which is growing in line with our business, share-based compensation of RMB 93.4 million primarily relating to share options
we granted in years prior to 2012 and loss on change in fair value of convertible notes of RMB 87.1 million relating to the
convertible notes we issued in 2010, partially offset by a deferred income tax benefit of RMB 132.1 million.
Net cash provided by operating activities
amounted to RMB 726.1 million in 2011, as compared to net income of RMB 357.6 million. The principal working capital
items accounting for the difference between our net cash provided by operating activities and net income included an increase in
deferred rental of RMB 56.6 million as a result of an increase in the number of our contracted and newly opened leased-and-operated
hotels, and an increase in other payables and accruals of RMB 75.3 million mainly as a result of the increase in the number
of our leased-and-operated hotels, including Motel 168 hotels. The other principal non-cash items accounting for the difference
between our net cash provided by operating activities and net income were depreciation and amortization of RMB 412.7 million
primarily relating to our leased-and-operated hotels and share-based compensation of RMB 76.5 million primarily relating to
share options we granted in years prior to 2011, partially offset by gain on fair value change of convertible notes of RMB 198.5 million.
Investing Activities
Net cash used in investing activities
in 2013 amounted to RMB 862.0 million (US$142.4 million), primarily due to leasehold improvements, including RMB 628.2 million
(US$103.8 million) for new hotels and replacedment of fully depreciated fixed assets, RMB 151.6 million (US$25.0 million) for construction
of our new headquarters in Wujiang and RMB 101.7 million (US$16.8 million) for upgrades of existing hotels and implementation of
dual branding.
Net cash used in investing activities
in 2012 amounted to RMB 1,001.6 million, primarily due to leasehold improvements and purchase of equipment and fixtures used
in leased-and-operated hotels as well as to settle the payment for Motel 168 and other acquisitions.
Net cash used in investing activities
in 2011 amounted to RMB 2,669.5 million, due primarily to the Motel 168 acquisition as well as to our leasehold improvements
and purchase of equipment and fixtures used in leased-and-operated hotels.
Financing Activities
Net cash provided by financing activities
in 2013 amounted to RMB 169.3 million (US$28.0), primarily due to proceeds from the exercise of share options of RMB 193.3 million
(US$31.9 million). In June 2013, we refinanced the remaining balance on our existing term loan facility by borrowing an aggregate
of US$117 million from the Industrial and Commercial Bank of China (Europe) S.A.
Net cash used in financing activities
in 2012 amounted to RMB 864.3 million, primarily consisting of RMB 111.9 million for our convertible bonds that matured in
December 2012 and RMB 760.9 million to repay part of the term loan we borrowed for the Motel 168 acquisition.
Net cash provided in financing activities
in 2011 amounted to RMB 1,403.1 million, primarily from the cash proceeds of RMB 1,433.6 million from the term loan we
borrowed for the Motel 168 acquisition.
Capital Expenditures
Our capital expenditures were incurred
primarily in connection with leasehold improvements, investments in furniture, fixtures and equipment, the construction of our
Wujiang headquarters and the purchase and development of technology, information and operational software. Our capital expenditures
totaled RMB 909.3 million, RMB 1.01 billion and RMB 919.6 million (US$151.9 million) in 2011, 2012 and 2013, respectively.
The following table sets forth the breakdown
of our capital expenditures on an accrual basis for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
(in thousands)
|
|
New hotel development
|
|
|
895,656
|
|
|
|
931,422
|
|
|
|
622,697
|
|
|
|
102,862
|
|
Hotel redevelopment and renovations
|
|
|
5,970
|
|
|
|
41,995
|
|
|
|
129,639
|
|
|
|
21,415
|
|
Capital expenditures for headquarters
|
|
|
4,622
|
|
|
|
28,188
|
|
|
|
156,728
|
|
|
|
25,890
|
|
Others
|
|
|
3,040
|
|
|
|
10,408
|
|
|
|
10,503
|
|
|
|
1,735
|
|
Total
|
|
|
909,288
|
|
|
|
1,012,013
|
|
|
|
919,567
|
|
|
|
151,902
|
|
The growth in our capital expenditures
from year to year has been driven primarily by our new hotel development, which is a result of our continued organic growth, and
we expect our capital expenditures in the future to continue to be influenced primarily by our rate of organic growth. The substantial
increase in capital expenditures for hotel redevelopment and renovations in 2012 was driven primarily by our acquisition of Motel
168, as we devoted significant resources to renovating many of the hotels we acquired. The growth in our capital expenditures in
2013 reflects the modernization of older leased-and-operated hotels under the Home Inn brand.
We will continue to make capital expenditures
to meet the expected growth of our operations and expect cash generated from our operating activities and financing activities
will meet our capital expenditure needs in the foreseeable future.
C.
Research and Development, Patents and Licenses, Etc.
Intellectual Property
Our brands, trade names, trademarks, trade
secrets and other intellectual property rights distinguish and protect our technology, products and services from those of our
competitors and contribute to our competitive advantage in the economy hotel segment of the lodging industry in China. To protect
our brand and other intellectual property, we rely on a combination of trademark, trade secret and copyright laws as well as imposing
confidentiality obligations on our employees, contractors and others. We have a total of 125 registered trademarks in China, including
如家
(for Home Inn),
莫泰
(for Motel 168) and
和颐
(for Yitel). We are applying
for registration of 40 new trademarks in China. We have also registered our domain names
www.homeinns.com, www.motel168.com
and
www.yitel.com
with the Internet Corporation for Assigned Names and Numbers.
We cannot guarantee you that our efforts
to protect our intellectual property rights will be adequate or that third parties will not infringe or misappropriate these rights.
If others are able to copy and use our proprietary information and operational system and other proprietary information and operational
system and other proprietary technology without spending time and resources to develop their own, we may not be able to maintain
our competitive position. Furthermore, the application of laws governing intellectual property rights in China is uncertain and
evolving and could involve substantial risks to us. If litigation is necessary to enforce our intellectual property rights or determine
the scope of the proprietary rights of others, we may have to incur substantial costs or divert other resources, which could harm
our business and prospects.
D.
Trend Information
Other than as disclosed elsewhere in this
annual report, we are not aware of any trends, uncertainties, demands, commitments or events since January 1, 2014 that are
reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources,
or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
E.
Off-balance Sheet Arrangements
Other than operating lease obligations
set forth in the table below in “Item 5. Operating and Financial Review and Prospects—F. Tabular Disclosure of
Contractual Obligations,” we have not entered into any financial guarantees or other commitments to guarantee the payment
obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified
as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have
any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market
risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity,
market risk or credit support to us or engages in leasing, hedging or research and development services with us.
F.
Tabular Disclosure of Contractual Obligations
The following table sets forth our contractual
obligations as of December 31, 2013:
|
|
Payment Due by Period
|
|
|
|
Total
|
|
|
Less than
1 year
|
|
|
1-3 years
|
|
|
3-5 years
|
|
|
More than
5 years
|
|
|
|
(in RMB millions)
|
|
Convertible notes with principal and interest
|
|
|
1,166
|
|
|
|
22
|
|
|
|
1,144
|
|
|
|
—
|
|
|
|
—
|
|
Term loans with principal and interest
|
|
|
760
|
|
|
|
19
|
|
|
|
741
|
|
|
|
—
|
|
|
|
—
|
|
Operating lease obligations
|
|
|
16,785
|
|
|
|
1,613
|
|
|
|
3,254
|
|
|
|
3,177
|
|
|
|
8,741
|
|
Purchase obligations
|
|
|
192
|
|
|
|
134
|
|
|
|
58
|
|
|
|
—
|
|
|
|
—
|
|
Financial lease obligations
|
|
|
1
|
|
|
|
1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
|
18,904
|
|
|
|
1,789
|
|
|
|
5,197
|
|
|
|
3,177
|
|
|
|
8,741
|
|
Our convertible notes will mature in December 2015,
unless earlier repurchased or converted. Our loans from the Industrial and Commercial Bank of China (Europe) S.A. will become due
and payable on June 24, 2016.
Our operating lease obligations relate
to our obligations under lease agreements with lessors of our leased-and-operated hotels. Our purchase obligations primarily consisted
of our contractual commitments relating to leasehold improvements and installation of equipment for our leased-and-operated hotels.
Our finance leases obligations relate to finance leases for certain electronic equipment with three-year payment terms.
G.
Safe Harbor
This annual report on Form 20-F contains
forward-looking statements that relate to future events, including our future operating results and conditions, our prospects and
our future financial performance and condition, all of which are largely based on our current expectations and projections. The
forward-looking statements are contained principally in the sections entitled “Item 3. Key Information—D. Risk
Factors,” “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and
Prospects.” These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation
Reform Act of 1995. You can identify these forward-looking statements by terminology such as “may,” “will,”
“expect,” “anticipate,” “future,” “intend,” “plan,” “believe,”
“estimate,” “is/are likely to” or other and similar expressions. Forward-looking statements involve inherent
risks and uncertainties.
We have based these forward-looking statements
largely on our current expectations and projections about future events and financial trends that we believe may affect our financial
condition, results of operations, business strategy and financial needs. These forward-looking statements include:
|
•
|
our anticipated growth strategies;
|
|
•
|
our future business development, results of operations and financial condition;
|
|
•
|
expected changes in our revenues and certain cost or expense items;
|
|
•
|
our ability to attract customers and leverage our brand;
|
|
•
|
trends and competition in the lodging industry;
|
|
•
|
our ability to integrate acquired companies into our business; and
|
|
•
|
our ability to develop new hotels at desirable locations in a timely and cost-effective manner.
|
You should read thoroughly this annual
report and the documents that we refer to in this annual report with the understanding that our actual future results may be materially
different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Other sections of this annual report include additional factors which could adversely impact our business and financial performance.
Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible
for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or
the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in
any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
ITEM 6. DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES
A.
Directors and Senior Management
The following table sets forth information
regarding our executive officers and directors as of December 31, 2013.
Name
|
|
Age
|
|
Position/Title
|
Yi Liu
|
|
53
|
|
Co-Chairman of the Board of Directors, Independent Director
|
Neil Nanpeng Shen
|
|
46
|
|
Co-Founder, Co-Chairman of the Board of Directors, Independent Director
|
David Jian Sun
|
|
49
|
|
Chief Executive Officer, Director
|
May Wu
|
|
46
|
|
Chief Strategy Officer(1)
|
Huiping Yan
|
|
47
|
|
Chief Financial Officer(1)
|
Jason Xiangxin Zong
|
|
49
|
|
Chief Operating Officer
|
Min Bao
|
|
54
|
|
Independent Director
|
James Jianzhang Liang
|
|
44
|
|
Co-Founder, Independent Director
|
Kenneth Gaw
|
|
43
|
|
Independent Director
|
Terry Yongmin Hu
|
|
44
|
|
Independent Director
|
Arthur M. Wang
|
|
53
|
|
Independent Director
|
_________
(1) Ms. Yan will be resigning as chief financial officer effective
April 30, 2014. A search for a replacement has commenced and May Wu, our current chief strategy officer and former chief financial
officer, will be our acting chief financial officer effective from May 1, 2014, until a suitable candidate comes on board.
Yi Liu
has served as our independent
director since 2013. Mr. Liu has been the CEO of BTG since June 2008 and the vice chairman of BTG since April 2010. Prior
to that, Mr. Liu had served as the vice-CEO of BTG and a director of BTG, each since September 2004. Mr. Liu also serves
as the chairman of Beijing Summer Palace Hotel Co., Ltd., which is the owner of a high-end boutique hotel, Aman at Summer Palace.
In addition, Mr. Liu also serves on the boards of several other companies, including China CYTS Tours Holding Co., Ltd., Century
Securities Co., Ltd., and Poly Victory Investments Limited. Previously, Mr. Liu served as chairman of Beijing Capital Tourism
Co., Ltd, a listed company on China’s A-share market, chairman of Beijing Shouqi Group Co. Ltd, and chairman of BTG International
Travel & Tours. Mr. Liu graduated from the International School of Science and Tourism in Italy and received his
EMBA degree from Tsinghua University in China.
Neil Nanpeng Shen
is one of the
co-founders of our company and has been our company’s director since our inception and our independent director since 2007.
He is the founding managing partner of Sequoia Capital Advisors (Hong Kong) Limited, or Sequoia. In 1999, prior to founding Sequoia,
he co-founded Ctrip.com International, Ltd., or Ctrip, a leading travel service provider in China listed on Nasdaq. Mr. Shen
served as Ctrip’s chief financial officer from 2000 to 2005 and as its president from 2003 to 2005. He has been a director
of Ctrip since 1999. Before founding Ctrip, Mr. Shen worked in the investment banking industry as a director at Deutsche Bank
Hong Kong from 1996 to 1999, and prior to that at Chemical Bank, Lehman Brothers and Citibank in Hong Kong and the United States.
In addition to the above, Mr. Shen is a director of a number of public and private companies, including: a director of E-House
(China) Holdings Limited, a leading real estate service company in China listed on the New York Stock Exchange; a director of Le
Gaga Holdings Limited, a greenhouse vegetable producer listed on Nasdaq; the chairman of the board of Mecox Lane Limited, an online
platform for apparel and accessories listed on Nasdaq; and a director of Qihoo 360 Technology Co. Ltd., an internet company listed
on the New York Stock Exchange. Mr. Shen received a bachelor’s degree from Shanghai Jiao Tong University in 1988 and
a master’s degree from the School of Management at Yale University in 1992.
David Jian Sun
has served as our
director and chief executive officer since 2004. Mr. Sun has over ten years of consumer industry experience. From 2003 to
2004, Mr. Sun served as a vice president of operations for B&Q (China) Ltd., a subsidiary of Kingfisher plc, the third
largest home improvement retail group in the world, overseeing the operation of 15 B&Q superstores in China. From 2000 to 2003,
Mr. Sun served as a vice president of marketing for B&Q (China) Ltd., leading B&Q’s market positioning and branding
efforts in China. Since 2010, Mr. Sun has also has served as independent director, chairman of the compensation committee
and a member of the audit committee of Mecox Lane Limited, an online platform for apparel and accessories listed on Nasdaq. Mr. Sun
holds a bachelor’s degree from Shanghai Medical University in China.
May Wu
has served as our chief
strategy officer since 2010. She will also be our acting chief financial officer effective from May 1, 2014, until a suitable candidate
comes on board to replace Ms. Huiping Yan. She also served as the chief executive officer of our Yitel brand from 2010 to 2012,
and was our chief financial officer from 2006 to 2010. Prior to joining Home Inns Group, Ms. Wu was a first vice president
at Schroder Investment Management North America Inc. from 2005 to 2006, and a vice president from 2003 to 2004. She was responsible
for investment research and management for various funds, specializing in consumer and services sectors. Prior to that, Ms. Wu
was an equity research analyst from 1998 to 2002 at J.P. Morgan Asset Management and also a vice president from 2000 to 2002. Since
2010, she has served as independent director, chair of the audit committee, and member of the compensation committee and corporate
governance and nominating committee of Noah Holdings, a distributor and manager of wealth management products to high net worth
individuals and corporations in China listed on the New York Stock Exchange. From 2010 to 2013, she served as independent director
and member of the audit committee of County Style Cooking Restaurant China Co., Ltd., a quick service restaurant chain in China
listed on the New York Stock Exchange. From 2008 to 2012, she was an independent director and chair of the audit committee of E-House
(China) Holdings Limited, a leading real estate service company based in China and listed on the New York Stock Exchange. Ms. Wu
holds a bachelor’s degree from Fudan University in China, a master’s degree from Brooklyn College at the City University
of New York and an MBA degree from the J.L. Kellogg Graduate School of Management at Northwestern University.
Huiping Yan
will be resigning as
chief financial officer effective April 30, 2014. Ms. Yan has served as our chief financial officer since 2010 and was our senior
vice president of finance and strategy from 2009 to 2010. Prior to joining our company, Ms. Yan spent 11 years at General
Electric Company (GE) in both the United States and Asia, serving in a number of key roles in corporate financial management
including tax controller of GE Energy, chief financial officer and a director of GE Hydro Equipment Asia, Ltd., headquarter chief
financial officer and financial planning and analysis manager of GE Energy Inspection and Repair Services, lead finance program
manager of mergers, acquisitions & integrations of GE Energy Infrastructure. Ms. Yan worked at Deloitte &
Touche (US) from 1992 to 1998 and advanced to the position of tax manager of international services prior to joining GE. Ms. Yan
studied at Shanghai International Studies University and holds a bachelor’s degree in business administration with an accounting
major from Hawaii Pacific University. Ms. Yan graduated from the GE experienced finance leadership program and is a US certified
public accountant.
Jason Xiangxin Zong
has served
as our president–chief operating officer since January 2014. Mr. Zong served as our chief operating officer from 2008 through
2013 and, prior to that, as our senior vice president of operations from 2006 to 2007. Mr. Zong has more than a decade of
consumer industry experience. From 2004 to 2006, Mr. Zong served as vice president of operations and east region general manager
of China for B&Q (China) Ltd., a subsidiary of Kingfisher plc, the third largest home improvement retail group in the world.
From 2001 to 2004, Mr. Zong served as vice president of operations for Lotus Supermarket Chain Store Co., Ltd. Mr. Zong
holds a bachelor’s degree from Fudan University.
Min Bao
has served as our director
since 2006. Mr. Bao has served as the vice president of BTG since July 2013. From 2007 to 2008, he was the assistant general
manager of BTG. From 2006 to 2007, Mr. Bao was the general manager of BTG-International Hotel Group Co., Ltd. From 2002 to
2006, he was the general manager of Beijing Chang Fu Gong Center Co., Ltd., a holding company that owns a hotel and residential
and commercial properties. Prior to that, he served as the general manager of Novotel Xin Qiao Beijing Hotel. Mr. Bao currently
serves on the boards of Home Inns Beijing and Home Inns Hong Kong as well as the boards of several companies, including Poly Victory
Investments Limited., BTG-International Hotel Group Co., Ltd. and Henan Xing Ya Jian Guo Hotel, all of which are China-based hotel
companies.
James Jianzhang Liang
is one of
the co-founders of our company. He has served as our director since our inception. Mr. Liang co-founded Ctrip and
has been a director of Ctrip since its inception and the chairman of its board of directors since 2003. Mr. Liang also served
as Ctrip’s chief executive officer from 2000 to 2006 and has resumed that role since March 2013. Prior to founding Ctrip,
Mr. Liang held a number of technical and managerial positions with Oracle Corporation from 1991 to 1999 in the United States
and China, including the head of the ERP consulting division of Oracle China from 1997 to 1999. Mr. Liang received his Ph.D.
in economics from Stanford University in 2011, and his master’s and bachelor’s degrees from Georgia Institute of Technology.
He also attended an undergraduate program at Fudan University in China.
Kenneth Gaw
has served as our independent
director since 2006. Since 1999, Mr. Gaw has been a managing director of Pioneer Global Group Limited, a company listed on
the Hong Kong Stock Exchange that primarily focuses on real estate and hotel investments in Hong Kong, Macau, China and South East
Asia. Mr. Gaw is also a co-founder and president of Gaw Capital Partners, a private equity fund focusing on a real estate
investment and management. Mr. Gaw currently serves on the boards of several companies, including Gaw Capital Partners, Hong
Kong Thailand Business Council, a non-profit organization, and Dusit Thani Public Company Limited, a company that owns and operates
hotels in Thailand. Mr. Gaw received a bachelor’s degree in applied mathematics and economics from Brown University
in the United States.
Terry Yongmin Hu
has served as
our independent director since 2006. Mr. Hu is a partner at FountainVest Partners (Asia) Limited, a China-focused private
equity firm, and currently serves on the boards of Central China Real Estate Company Limited, an investment company focusing on
property development, property leasing and construction, and L.K. Technology Holdings Limited, a manufacturer and designer of machinery,
both of which are listed on the Hong Kong Stock Exchange. From 2005 to 2007, Mr. Hu served as a managing director of Temasek
Holdings (HK) Limited, an investment company that focuses on private equity investments in China. Prior to joining Temasek Holdings
in 2005, Mr. Hu was a director at Credit Suisse (HK) Limited where he was responsible for its technology, media and telecommunications
investment banking efforts in China. Before joining Credit Suisse in 2004, Mr. Hu worked for a number of years at Bear Stearns
Asia Limited where he last served as a vice president of investment banking and the chief representative of its Shanghai office.
Mr. Hu received a bachelor’s degree in English language and literature from Fudan University in China.
Arthur M. Wang
has served as our
independent director and member of the audit committee of the board of directors since 2009. Mr. Wang is the chief executive
officer of 698 Capital, a private investment firm. He is also a member of the board of Linmark Group, a global sourcing firm listed
on the Stock Exchange of Hong Kong, where he serves as chair of the compensation committee. Mr. Wang was the chief executive
officer and a director of Gigamedia Limited, a Nasdaq-listed online entertainment and game firm, from 2003 to 2011. Mr. Wang
was also the managing director of 698 Capital and an executive director of KGI Asia Limited, where he served as head of corporate
finance. He has also served as an investment advisor and board member of UFJ Asia Finance Technology Fund of the UFJ Group (formerly
the Sanwa Bank Group of Japan), and as a board member and director of Softbank Investment International (Strategic) Limited, the
arm of Softbank Corporation listed on the Stock Exchange of Hong Kong. Mr. Wang received his Bachelor of Arts degree from
the University of California, Los Angeles and his juris doctorate degree from Yale Law School. He previously practiced corporate
and securities law in the New York and Hong Kong offices of Skadden, Arps, Slate, Meagher & Flom LLP.
Employment Agreements
We have entered into an employment agreement
with each of our senior executive officers. We may terminate a senior executive officer’s employment for cause, at any time,
without notice or remuneration, for certain acts of the officer, including, but not limited to, a conviction or plea of guilty
to a felony, willful misconduct to our detriment or a failure to perform agreed duties. A senior executive officer may terminate
his or her employment at any time without penalty if there is a material reduction in his or her authority, duties and responsibilities
or if there is a material breach by us, provided that we are allowed to correct or cure within 30 days upon receipt of his
or her written notice of intent to terminate on such basis. Furthermore, either we or an executive officer may terminate employment
at any time without cause upon advance written notice to the other party. Each senior executive officer is entitled to certain
benefits upon termination, including a severance pay equal to three months’ salary, if he or she resigns for certain specified
good reasons or if we terminate his or her employment due to his or her incapacitation. We will indemnify an executive officer
for his losses based on or related to his or her acts and decisions made in the course of his or her performance of duties within
the scope of his or her employment.
Each senior executive officer has agreed
to hold in strict confidence any trade secrets or technical secrets of our company. Each officer also agrees to comply with all
material applicable laws and regulations related to his or her responsibilities at our company as well as all material written
corporate and business policies and procedures of our company.
B.
Compensation of Directors and Executive Officers
For the fiscal year ended December 31,
2013, we paid an aggregate of approximately RMB 6.7 million (US$1.1 million) in cash to our senior executive officers,
and we did not pay any cash compensation to our non-executive directors.
Share Incentives
2006 Plan.
In 2006, our
board of directors and shareholders approved our 2006 Share Incentive Plan, or the 2006 Plan, to replace the 2003 Plan. At our
annual general meetings on November 3, 2009 and September 15, 2011, our shareholders approved increases in the number
of ordinary shares that may be granted under the 2006 Plan. As of February 28, 2014, the maximum number of ordinary shares permitted
to be issued pursuant to awards under the 2006 Plan was 15,062,194. We have granted 10,037,500 options under the 2006 Plan as of
February 28, 2014, of which 5,448,476 had been exercised, 1,066,478 had been cancelled and3,522,546 remained outstanding on that
date. We have also granted 2,012,466 restricted share units under the 2006 Plan as of February 28, 2014, of which 251,716 have
vested, 1,555,678 remain unvested and 205,072 have been forfeited as of that date.
Types of Awards
. The types of awards
we may grant under our 2006 Plan include the following:
|
•
|
options to purchase our ordinary shares;
|
|
•
|
restricted shares, which may be subject to forfeiture, representing non-transferable ordinary shares;
|
|
•
|
restricted share units, which may be subject to forfeiture, representing the right to receive our ordinary shares at a specified
date in the future;
|
|
•
|
share appreciation rights, which provide for payment to the grantee based upon increases in the price of our ordinary shares
over a set base price; and
|
|
•
|
dividend equivalent rights, which represent the value of the dividends per share that we pay.
|
Awards may be designated in the form of
ADSs instead of ordinary shares. If we designate an award in the form of ADSs, the number of shares issuable under the 2006 Plan
will be adjusted to reflect a ratio of one ADS to two ordinary shares.
Eligibility
. We may grant awards
to employees, directors and consultants of our company or any of our related entities, which include our subsidiaries or any entities
in which we hold a substantial ownership interest. However, we may grant options that are intended to qualify as incentive stock
options, or ISOs, only to our employees and employees of our majority-owned subsidiaries.
Plan Administration
. The compensation
committee of our board of directors, or a committee designated by the compensation committee, will administer the 2006 Plan. However,
with respect to awards made to our independent directors and executive officers, the entire board of directors will administer
the 2006 Plan. The compensation committee or the full board of directors, as appropriate, will determine the individuals who will
receive grants, the types of awards to be granted and terms and conditions of each award grant, including any vesting or forfeiture
restrictions.
Award Agreement
. Awards granted
under our 2006 Plan will be evidenced by an award agreement that will set forth the terms, conditions and limitations for each
award. In addition, in the case of options, the award agreement will also specify whether the option constitutes an ISO or a non-qualifying
stock option.
Acceleration of Awards upon Corporate
Transactions
. The outstanding awards will accelerate upon occurrence of a change-of-control corporate transaction where the
successor entity does not assume our outstanding awards under the 2006 Plan. In such event, each outstanding award will become
fully vested and immediately exercisable, and the transfer restrictions on the awards will be released and any forfeiture provisions
will terminate immediately before the date of the change-of-control transaction. If the successor entity assumes our outstanding
awards and later terminates the grantee’s service without cause within 12 months of the change-of-control transaction,
the outstanding awards will automatically become fully vested and exercisable.
Exercise Price and Term of Awards
.
In general, the plan administrator determines the exercise price of an award and sets forth the price in the award agreement. The
exercise price may be fixed or variable price related to the fair market value of our ordinary shares. However, ISOs may not be
granted to any individual if the fair market value of the shares underlying such ISOs that are exercisable in any calendar year
exceeds US$100,000 or other limitations imposed by law. Also, if we grant an ISO to an employee, who, at the time of that grant,
owns shares representing more than 10% of the voting power of all classes of our share capital, the exercise price cannot be less
than 110% of the fair market value of our ordinary shares on the date of that grant.
The term of each award will be stated
in the award agreement. The term of an award shall not exceed 10 years from the date of the grant, except that five years
is maximum term of an ISO granted to an employee who holds more than 10% of the voting power of our share capital.
Amendment and Termination
. Our
board of directors may at any time amend, suspend or terminate the 2006 Plan. Amendments to the 2006 Plan are subject to shareholder
approval to the extent required by law, or stock exchange rules or regulations. Additionally, shareholder approval will be specifically
required to increase the number of shares available for issuance under the 2006 Plan or to extend the term of an option beyond
ten years. Unless terminated earlier, the 2006 Plan will expire and no further awards may be granted after the tenth anniversary
of the shareholder approval of the 2006 Plan.
Amendment to the 2006 Plan
. In
2009, our board of directors and shareholders approved an amendment to our 2006 Plan to increase the award pool under the 2006
Plan by that number of shares equal to 6% of our total outstanding shares as of November 3, 2009. In 2011, our board of directors
and shareholders approved an additional amendment to our 2006 Plan to further increase the award pool under the 2006 Plan by that
number of shares equal to 6% of our total outstanding shares as of September 15, 2011 plus 6% of the number of shares issued
in connection with the completion of the Motel 168 acquisition.
The following table summarizes the grants
of options and restricted shares we have made to our directors and executive officers and to other individuals as a group as of
February 28, 2014, excluding options that had expired by that date but without giving effect to options that were exercised or
cancelled. In the case of options, “Number of Shares” refers to the number of ordinary shares that can be acquired
upon exercise of the options; in the case of restricted shares, “Number of Shares” refers to the number of restricted
shares and “Exercise Price” is marked as not applicable (N/A).
|
|
|
|
|
Name
|
Number of
Shares
|
Exercise
Price
|
Date of
Grant
|
Date of
Expiration
|
|
|
(US$/Share)
|
|
|
Yi Liu
|
24,000
|
14.64
|
1/1/2013
|
12/31/2017
|
|
24,000
|
N/A
|
1/1/2013
|
N/A
|
|
6,000
|
12.385
|
4/15/2013
|
4/14/2018
|
|
6,000
|
N/A
|
4/15/2013
|
N/A
|
Neil Nanpeng Shen
|
20,000
|
7.33
|
7/14/2009
|
7/13/2014
|
|
24,000
|
16.165
|
3/19/2010
|
3/18/2015
|
|
24,000
|
16.355
|
2/24/2011
|
2/23/2016
|
|
6,000
|
13.43
|
3/12/2012
|
3/12/2017
|
|
6,000
|
N/A
|
3/12/2012
|
N/A
|
|
6,000
|
12.385
|
4/15/2013
|
4/14/2018
|
|
6,000
|
N/A
|
4/15/2013
|
N/A
|
David Jian Sun
|
100,000
|
7.33
|
7/14/2009
|
7/13/2014
|
|
96,000
|
16.165
|
3/19/2010
|
3/18/2015
|
|
120,000
|
16.355
|
2/24/2011
|
2/23/2016
|
|
60,000
|
15.615
|
11/9/2011
|
11/8/2016
|
|
24,000
|
13.43
|
3/12/2012
|
3/12/2017
|
|
24,000
|
N/A
|
3/12/2012
|
N/A
|
|
24,000
|
12.385
|
4/15/2013
|
4/14/2018
|
|
24,000
|
N/A
|
4/15/2013
|
N/A
|
May Wu
|
60,000
|
7.33
|
7/14/2009
|
7/13/2014
|
|
48,000
|
16.165
|
3/19/2010
|
3/18/2015
|
|
102,000
|
16.355
|
2/24/2011
|
2/23/2016
|
|
20,000
|
15.615
|
11/9/2011
|
11/8/2016
|
|
18,000
|
13.43
|
3/12/2012
|
3/12/2017
|
|
18,000
|
N/A
|
3/12/2012
|
N/A
|
|
18,000
|
12.385
|
4/15/2013
|
4/14/2018
|
|
18,000
|
N/A
|
4/15/2013
|
N/A
|
Huiping Yan
|
150,000
|
7.33
|
7/14/2009
|
7/13/2014
|
|
98,000
|
16.165
|
3/19/2010
|
3/18/2015
|
|
90,000
|
16.355
|
2/24/2011
|
2/23/2016
|
Name
|
Number of
Shares
|
Exercise
Price
|
Date of
Grant
|
Date of
Expiration
|
|
30,000
|
15.615
|
11/9/2011
|
11/8/2016
|
|
18,000
|
13.43
|
3/12/2012
|
3/12/2017
|
|
18,000
|
N/A
|
3/12/2012
|
N/A
|
|
18,000
|
12.385
|
4/15/2013
|
4/14/2018
|
|
18,000
|
N/A
|
4/15/2013
|
N/A
|
Jason Xiangxin Zong
|
60,000
|
7.33
|
7/14/2009
|
7/13/2014
|
|
72,000
|
16.165
|
3/19/2010
|
3/18/2015
|
|
84,000
|
16.355
|
2/24/2011
|
2/23/2016
|
|
46,000
|
15.615
|
11/9/2011
|
11/8/2016
|
|
18,000
|
13.43
|
3/12/2012
|
3/12/2017
|
|
18,000
|
N/A
|
3/12/2012
|
N/A
|
|
18,000
|
12.385
|
4/15/2013
|
4/14/2018
|
|
18,000
|
N/A
|
4/15/2013
|
N/A
|
Min Bao
|
10,000
|
7.33
|
7/14/2009
|
7/13/2014
|
|
12,000
|
16.165
|
3/19/2010
|
3/18/2015
|
|
12,000
|
16.355
|
2/24/2011
|
2/23/2016
|
|
3,000
|
13.43
|
3/12/2012
|
3/12/2017
|
|
3,000
|
N/A
|
3/12/2012
|
N/A
|
|
3,000
|
12.385
|
4/15/2013
|
4/14/2018
|
|
3,000
|
N/A
|
4/15/2013
|
N/A
|
James Jianzhang Liang
|
10,000
|
7.33
|
7/14/2009
|
7/13/2014
|
|
12,000
|
16.165
|
3/19/2010
|
3/18/2015
|
|
12,000
|
16.355
|
2/24/2011
|
2/23/2016
|
|
3,000
|
13.43
|
3/12/2012
|
3/12/2017
|
|
3,000
|
N/A
|
3/12/2012
|
N/A
|
|
3,000
|
12.385
|
4/15/2013
|
4/14/2018
|
|
3,000
|
N/A
|
4/15/2013
|
N/A
|
Kenneth Gaw
|
10,000
|
7.33
|
7/14/2009
|
7/13/2014
|
|
12,000
|
16.165
|
3/19/2010
|
3/18/2015
|
|
12,000
|
16.355
|
2/24/2011
|
2/23/2016
|
|
3,000
|
13.43
|
3/12/2012
|
3/12/2017
|
|
3,000
|
N/A
|
3/12/2012
|
N/A
|
|
3,000
|
12.385
|
4/15/2013
|
4/14/2018
|
|
3,000
|
N/A
|
4/15/2013
|
N/A
|
Terry Yongmin Hu
|
10,000
|
7.33
|
7/14/2009
|
7/13/2014
|
|
15,000
|
16.165
|
3/19/2010
|
3/18/2015
|
|
15,000
|
16.355
|
2/24/2011
|
2/23/2016
|
|
3,750
|
13.43
|
3/12/2012
|
3/12/2017
|
|
3,750
|
N/A
|
3/12/2012
|
N/A
|
|
3,750
|
12.385
|
4/15/2013
|
4/14/2018
|
|
3,750
|
N/A
|
4/15/2013
|
N/A
|
Arthur Wang
|
60,000
|
13.29
|
10/30/2009
|
10/29/2014
|
|
12,000
|
16.165
|
3/19/2010
|
3/18/2015
|
|
12,000
|
16.355
|
2/24/2011
|
2/23/2016
|
|
3,000
|
13.43
|
3/12/2012
|
3/12/2017
|
|
3,000
|
N/A
|
3/12/2012
|
N/A
|
|
3,000
|
12.385
|
4/15/2013
|
4/14/2018
|
|
3,000
|
N/A
|
4/15/2013
|
N/A
|
Other individuals as a group
|
6,853,966
|
|
|
|
C.
Board Practices
Our board of directors currently has eight
members. A director is not required to hold any shares in the company by way of qualification. A director may vote with respect
to any contract, proposed contract or arrangement in which he is materially interested. A director may exercise all the powers
of the company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities
whenever money is borrowed or as security for any obligation of the company or of any third party.
In 2013, our board held meetings or passed
resolutions by unanimous written consent six times.
Committees of the Board of Directors
We have established two committees under
the board of directors: the audit committee and the compensation committee. We currently do not plan to establish a nominating
committee. The independent directors of our company will select and recommend to the board for nomination by the board such candidates
as the directors, in the exercise of their judgment, have found to be well qualified and willing and available to serve as our
directors prior to each annual meeting of our shareholders at which meeting directors are to be elected or re-elected. In addition,
our board of directors has resolved that director nomination be approved by a majority of the board as well as a majority of the
independent directors of the board. In compliance with Rule 5605(b)(1) of the Nasdaq Marketplace Rules, all members of each
of our board committees will be independent directors. We have adopted a charter for each of the board committees. Each committee’s
members and functions are described below.
Audit Committee
. Our audit committee
consists of Messrs. Arthur M. Wang, Kenneth Gaw and Terry Yongmin Hu. We have determined that all the members of our audit
committee satisfy the “independence” requirements of Rule 10A-3 under the Exchange Act and Nasdaq Marketplace
Rule 5605(c)(2)(A) and all the members of our audit committee are audit committee financial experts as defined in the instructions
to Item 16A of the Form 20-F. The audit committee will oversee our accounting and financial reporting processes and the audits
of the financial statements of our company. The audit committee will be responsible for, among other things:
|
•
|
selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the
independent auditors;
|
|
•
|
reviewing with the independent auditors any audit problems or difficulties and management’s response;
|
|
•
|
reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the
Securities Act;
|
|
•
|
discussing the annual audited financial statements with management and the independent auditors;
|
|
•
|
reviewing major issues as to the adequacy of our internal control; and
|
|
•
|
meeting separately and periodically with management and the independent auditors.
|
In 2013, our audit committee held meetings
or passed resolutions by unanimous written consent four times.
Compensation Committee.
Our compensation
committee consists of Messrs. Neil Nanpeng Shen, Kenneth Gaw and Terry Yongmin Hu. We have determined that all the members
of our compensation committee satisfy the “independence” requirements of Rule 5605(d) of Nasdaq Stock Market Marketplace
Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms
of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee
meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:
|
•
|
reviewing and approving the total compensation package for our four most senior executives;
|
|
•
|
reviewing and recommending to the board with respect to the compensation of our directors; and
|
|
•
|
reviewing periodically and approving any long-term incentive compensation or equity plans, programs or similar arrangements,
annual bonuses, employee pension and welfare benefit plans.
|
In 2013, our compensation committee held
meetings or passed resolutions by unanimous written consent two times.
Duties of Directors
Under Cayman Islands law, our directors
have a duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise
the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances.
In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association.
Terms of Directors and Officers
Our officers are elected by and serve
at the discretion of our shareholders and board of directors in accordance with our articles of association. Our directors are
not subject to a term of office and hold office until such time as they are removed from office by special resolution or the unanimous
written resolution of all shareholders. A director will be removed from office automatically if, among other things, the director
(i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) dies or is found by our company
to be or becomes of unsound mind.
D.
Employees
Excluding employees of our franchised-and-managed
hotels, we had 26,670 employees, 26,429 employees and 24,678 employees as of December 31, 2011, 2012 and 2013, respectively.
As of December 31, 2013, our employees consisted of 21,905 hotel-based employees, 301 reservation agents at our centralized
reservation centers, and 2,472 corporate staff. Approximately 29% of our employees are associated with labor unions. We consider
our relations with our employees to be good.
E.
Share Ownership
The following table sets forth information
with respect to the beneficial ownership of our ordinary shares as of February 28, 2014 by:
|
•
|
each of our directors and executive officers; and
|
|
•
|
each person known to us to own beneficially more than 5% of our ordinary shares.
|
|
|
Shares Beneficially Owned
|
|
|
|
|
Number
(1)
|
|
|
|
Percentage
(2)
|
|
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
Neil Nanpeng Shen
(3)
|
|
|
18,277,010
|
|
|
|
19.3
|
|
James Jianzhang Liang
(4)
|
|
|
14,743,559
|
|
|
|
15.5
|
|
Yi Liu
(5)
|
|
|
14,745,397
|
|
|
|
15.5
|
|
Min Bao
(6)
|
|
|
14,764,575
|
|
|
|
15.6
|
|
David Jian Sun
(7)
|
|
|
563,836
|
|
|
|
0.6
|
|
May Wu
(8)
|
|
|
235,000
|
|
|
|
0.2
|
|
Jason Xiangxin Zong
(9)
|
|
|
306,772
|
|
|
|
0.3
|
|
Kenneth Gaw
(10)
|
|
|
135,959
|
|
|
|
0.1
|
|
Huiping Yan
(11)
|
|
|
218,500
|
|
|
|
0.2
|
|
Arthur Wang
(12)
|
|
|
85,500
|
|
|
|
0.1
|
|
Terry Yongmin Hu
(13)
|
|
|
39,378
|
|
|
|
0.0
|
|
All Directors and Executive Officers as a Group
(14)
|
|
|
34,988,556
|
|
|
|
36.4
|
|
Principal Shareholders:
|
|
|
|
|
|
|
|
|
Poly Victory Investments Limited
(15)
|
|
|
14,726,165
|
|
|
|
15.5
|
|
Ctrip.com International, Ltd.
(16)
|
|
|
14,400,765
|
|
|
|
15.2
|
|
FMR LLC
(17)
|
|
|
7,337,248
|
|
|
|
7.7
|
|
OppenheimerFunds, Inc.
(18)
|
|
|
4,815,599
|
|
|
|
5.1
|
|
|
(1)
|
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment owner with respect
to the securities.
|
|
(2)
|
For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially
owned by such person or group by the sum of (i) 94,830,700, which was the number of ordinary shares outstanding as of February
28, 2014, and (ii) the number of ordinary shares underlying share options held by such person or group that are exercisable
within 60 days after February 28, 2014.
|
|
(3)
|
Includes (i) 348,000 ordinary shares held by Mr. Shen; (ii) 3,275,389 ordinary shares held by Smart Master International
Limited, or Smart Master, a British Virgin Islands company solely owned and controlled by Mr. Shen; (iii) 183,356 ordinary
shares represented by ADS held by Smart Master; (iv)69,500 ordinary shares issuable upon exercise of options held by Mr. Shen
that are exercisable within 60 days after February 28, 2014 and (v) 7,514,503 ordinary shares and 6,886,262 ordinary
shares represented by ADSs held by subsidiaries of Ctrip, of which Mr. Shen is a co-founder and a director. The business address
of Mr. Shen is Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong.
|
|
(4)
|
Includes (i) 750 ordinary shares held by Mr. Liang, (ii) 317,294 ordinary shares represented by ADS held
by Ms. Lau, Mr. Liang’s wife; (ii) 24,750 ordinary shares issuable upon exercise of options held by Mr. Liang
that that are exercisable within 60 days after February 28, 2014 and (iv) 7,514,503 ordinary shares and 6,886,262 ordinary
shares represented by ADSs held by subsidiaries of Ctrip, of which Mr. Liang is chairman, a co-founder and a director. Mr. Liang
disclaims the beneficial ownership of all the shares held by his wife. The business address of Mr. Liang is Ctrip.com International,
Ltd., 99 Fu Quan Road, Shanghai 200335, People’s Republic of China.
|
|
(5)
|
Includes (i) 4232 ordinary shares, (ii) 15,000 ordinary shares issuable upon exercise of options held by Mr. Liu and (iii)13,446,959
ordinary shares and 1,279,206 ordinary shares represented by ADSs held by Poly Victory Investments Limited, of which Mr. Liu
is a director. Mr. Liu is also the vice chairman and CEO of BTG, the parent company of Poly Victory Investments Limited. The
business address of Mr. Liu is No.10 Yabao Road, Chaoyang District, Beijing 100020, People’s Republic of China.
|
|
(6)
|
Includes (i) 660 ordinary shares held by Mr. Bao, (ii) 5,500 ordinary shares represented by ADS, (iii) 32,250
ordinary shares issuable upon exercise of options held by Mr. Bao that are exercisable within 60 days after February
28, 2014 and (iv) 13,446,959 ordinary shares and 1,279,206 ordinary shares represented by ADSs held by Poly Victory Investments
Limited, of which Mr. Bao is a director. Mr. Bao also serves on the board of BTG, the parent company of Poly Victory
Investments Limited. The business address of Mr. Bao is No.10 Yabao Road, Chaoyang District, Beijing 100020, People’s
Republic of China.
|
|
(7)
|
Includes (i) 14,030 ordinary shares held by Mr. Sun, (ii) 188,806 ordinary shares held by Peace Unity Investments
Limited, a company solely owned and controlled him, (iii) 40,000 ordinary shares held by Mr. Sun’s daughters; and
(iv)321,000 ordinary shares issuable upon exercise of options held by Mr. Sun that are exercisable within 60 days after
February 28, 2014. The business address of Mr. Sun is No. 124, Caobao Road, Xuhui District, Shanghai 200235, People’s
Republic of China.
|
|
(8)
|
Includes (i) 78,000 ordinary shares held by Ms. Wu and (ii) 157,000 ordinary shares issuable upon exercise of
options held by Ms. Wu that are exercisable within 60 days after February 28, 2014. The business address of Ms. Wu
is No. 124, Caobao Road, Xuhui District, Shanghai 200235, People’s Republic of China.
|
|
(9)
|
Includes (i) 56,272 ordinary shares held by Mr. Zong, (ii) 10,000 ordinary shares represented by ADS and (iii) 240,500
ordinary shares issuable upon exercise of options held by Mr. Zong that are exercisable within 60 days after February
28, 2014. The business address of Mr. Zong is No. 124, Caobao Road, Xuhui District, Shanghai 200235, People’s Republic
of China.
|
|
(10)
|
Includes (i) 24,750 ordinary shares held by Mr. Gaw, (ii) 32,800 ordinary shares represented by ADS held by
Mr. Gaw, (iii) 32,659 ordinary shares held by Top Elite Company Limited, a company solely owned and controlled by Mr. Gaw,
(iv) 11,000 ordinary shares represented by ADS held by Top Elite and (v) 34,750 ordinary shares issuable upon exercise of
options held by Mr. Gaw that are exercisable within 60 days after February 28, 2014. The business address of Mr. Gaw
is 22nd Floor, 1 Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong.
|
|
(11)
|
Includes (i) 4,500 ordinary shares held by Ms. Yan and (ii) 11,000 ordinary shares represented by ADS held by
Ms. Yan and (iii) 203,000 ordinary shares are issuable upon exercise of options held by Ms. Yan that are exercisable within
60 days after February 28, 2014. The business address of Ms. Yan is No. 124, Caobao Road, Xuhui District, Shanghai
200235, People’s Republic of China.
|
|
(12)
|
Includes (i) 750 ordinary shares held by Mr. Wang and (ii) 84,750 ordinary shares are issuable upon exercise of options
held by Mr. Wang that are exercisable within 60 days after February 28, 2014. The business address of Mr. Wang is
the Centrium, 22/F, 60 Wyndham Street, Central, Hong Kong.
|
|
(13)
|
Includes (i) 938 ordinary shares held by Mr. Hu and (ii) 38,440 ordinary shares are issuable upon exercise of
options held by Mr. Hu that are exercisable within 60 days after February 28, 2014. The business address of Mr. Hu
is Suite 906 ICBC Tower, 3 Garden Road, Central, Hong Kong.
|
|
(14)
|
Includes (i) 25,031,198 ordinary shares, (ii) 8,736,418 ordinary shares represented by ADS and (iii) 1,220,940
ordinary shares issuable upon exercise of options that are exercisable within 60 days after February 28, 2014.
|
|
(15)
|
Based on the Schedule 13G filed with the SEC on January 18, 2012. The ordinary shares include (i) 13,446,959 ordinary
shares and (ii) 1,279,206 ordinary shares represented by ADSs. Poly Victory Investments Limited, a company incorporated in
the British Virgin Islands, is beneficially owned by Beijing Tourism Group, which is a state-owned enterprise in China. The principal
business address of Poly Victory Investments Limited is Room 3406, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong.
The principal business address of Beijing Tourism Group is No. 10 Yabao Road, Chaoyang District, Beijing 100020, the People’s
Republic of China.
|
|
(16)
|
Based on the Schedule 13D/A filed with the SEC on May 21, 2009. The ordinary shares consist of 7,514,503 ordinary
shares through private placement and 3,443,131 ADSs representing 6,886,262 ordinary shares purchased by Ctrip and its wholly-owned
subsidiaries.
|
|
(17)
|
Based on the Schedule 13G filed with the SEC on February 14, 2014. FMR LLC’s principal business office is 245
Summer Street, Boston, Massachusetts 02110. Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC
and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 whose principal business office
is 245 Summer Street, Boston, Massachusetts 02110, is the beneficial owner of 7,290,048 ordinary shares represented by ADSs as
a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company
Act of 1940. One investment company, Fidelity Growth Company Fund, holds 5,125,000 of these ordinary shares. Fidelity Growth Company
Fund has its principal business office at 245 Summer Street, Boston, Massachusetts 02110. Pyramis Global Advisors Trust Company,
an indirect wholly-owned subsidiary of FMR LLC, is the beneficial owner of 47,200 ordinary shares as a result of its serving as
investment manager of institutional accounts owning such shares. Pyramis Global Advisors Trust Company has its principal business
office at 900 Salem Street, Smithfield, Rhode Island 02917.
|
|
(18)
|
Based on the Schedule 13G filed with the SEC on February 13, 2013. OppenheimerFunds, Inc.’s principal business
office is Two World Financial Center, 225 Liberty Street, New York, New York 10281. OppenheimerFunds, Inc. is an investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E). Oppenheimer Developing Markets Fund’s principal business office is 6803 S. Tucson
Way, Centennial, Colorado 80112. Oppenheimer Developing Markets Fund is an investment company registered under section 8 of the
Investment Company Act of 1940. OppenheimerFunds, Inc. is the beneficial owner of 4,815,599 ordinary shares represented by ADSs,
including 4,209,879 ordinary shares represented by ADSs that are held by Oppenheimer Developing Markets Fund.
|
None of our existing shareholders have
different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in
a change of control of our company.
As of February 28, 2014, we had 94,830,700
ordinary shares issued and outstanding. To our knowledge, we had only four record shareholders in the United States. The Bank of
New York Mellon, which is the depositary of our ADS program and held approximately 77% of our total outstanding ordinary shares.
The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders
of our ordinary shares in the United States.
ITEM 7. MAJOR SHAREHOLDERS
AND RELATED PARTY TRANSACTIONS
A.
Major Shareholders
Please refer to “Item 6. Directors,
Senior Management and Employees—E. Share Ownership.”
B.
Related Party Transactions
Shareholders’ Agreement
In connection with our reorganization
in June 2006, we and our then existing shareholders entered into a shareholders agreement, which incorporates the principal
terms of the previous shareholders agreements between Home Inns Hong Kong and our shareholders. Under this agreement, these shareholders
are entitled to certain registration rights, including demand registration and Form F-3 or Form S-3 registration.
Transaction with Jian Guo Inns
Jian Guo Inns Beijing Ltd., or Jian Guo
Inns, is a subsidiary of BTG, which is the parent company of Poly Victory Investments Limited, one of our principal shareholders.
From 2004 through the beginning of 2012, Jian Guo Inns was the lessor of three leased-and-operated hotels in our chain. One of
the three property lease contracts was terminated from April 1, 2012 due to a change in the property’s ownership. In
2011, 2012 and 2013, we paid RMB 2.8 million, RMB 2.1 million and RMB 1.8 million (US$0.3 million), respectively, to Jian Guo Inns
as rental payments.
Transactions with Ctrip
Two of Ctrip’s directors, Neil Nanpeng
Shen and James Jianzhang Liang, are also our directors. Some of our customers book our hotel rooms through Ctrip and we pay agency
fees to Ctrip for such bookings. The amounts paid to Ctrip as agency fees in 2011, 2012 and 2013 and the first three months of
2014 were RMB 17.7 million, RMB 35.9 million, RMB 38.7 million (US$6.4 million) and RMB7.7 million (US$1.3 million),
respectively.
See “Item 10. Additional Information—C.
Material Contracts” for a description of the registration rights agreement we have entered into with Ctrip.
Employment Agreements
See “Item 6. Directors, Senior
Management and Employees—A. Directors and Senior Management—Employment Agreements” for a description of the employment
agreements we have entered into with our senior executive officers.
Share Incentives
See “Item 6. Directors, Senior
Management and Employees—B. Compensation of Directors and Executive Officers—Share Incentives” for a description
of share options we have granted to our directors, officers and other individuals as a group.
C.
Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL
INFORMATION
A.
Consolidated Statements and Other Financial Information
We have appended consolidated financial
statements filed as part of this annual report.
Legal and Administrative Proceedings
We are subject to legal proceedings, investigations
and claims incidental to the conduct of our business from time to time. We are not currently a party to, nor are we aware of, any
legal proceeding, investigation or claim which, in the opinion of our management, is likely to have a material adverse effect on
our business, financial condition, results of operations, liquidity or cash flows.
Dividend Policy
We have no present plan to declare and
pay any dividends on our shares or ADSs in the near future. We currently intend to retain most, if not all, of our available funds
and any future earnings to operate and expand our business.
We are a holding company incorporated
in the Cayman Islands. We rely on dividends from our subsidiaries in China. Current PRC regulations permit our subsidiaries to
pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations.
In addition, each of our subsidiaries in China is required to set aside a certain amount of its accumulated after-tax profits each
year, if any, to fund certain statutory reserves. These reserves may not be distributed as cash dividends. Further, if our subsidiaries
in China incur debt on their own behalf, the instruments governing the debt may restrict their ability to pay dividends or make
other payments to us. For example, under the terms of our standby letters of credit with the Industrial and Commercial Bank of
China, Home Inns Hotel Management (Shanghai) Co., Ltd. is not permitted to pay dividends to its shareholder, which is Home Inns
Hotel Management (Beijing) Limited, while the standby letters of credit are outstanding.
Our board of directors has complete discretion
as to whether to distribute dividends, subject to the approval of our shareholders. Even if our board of directors decides to pay
dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus,
general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay
any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit
agreement, including the fees and expenses payable thereunder.
B.
Significant Changes
We have not experienced any significant
changes since the date of our audited consolidated financial statements included in this annual report.
ITEM 9. THE OFFER AND
LISTING
A.
Offering and Listing Details
Market Price Information for our American Depositary Shares
Our ADSs, each representing two of our
ordinary shares, have been listed on the Nasdaq Global Market since October 26, 2006. Our ADSs trade under the symbol “HMIN.”
The following table provides the high
and low closing prices for our ADSs on the Nasdaq Global Market for each period indicated.
|
|
Trading Price
|
|
|
|
High
|
|
|
Low
|
|
|
|
US$
|
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
Annual Highs and Lows
|
|
|
|
|
|
|
|
|
2009
|
|
|
37.93
|
|
|
|
7.63
|
|
2010
|
|
|
53.66
|
|
|
|
27.89
|
|
2011
|
|
|
44.48
|
|
|
|
25.00
|
|
2012
|
|
|
32.95
|
|
|
|
16.32
|
|
2013
|
|
|
44.17
|
|
|
|
23.93
|
|
|
|
|
|
|
|
|
|
|
Quarterly Highs and Lows
|
|
|
|
|
|
|
|
|
First Quarter 2012
|
|
|
32.95
|
|
|
|
24.90
|
|
Second Quarter 2012
|
|
|
27.41
|
|
|
|
19.86
|
|
Third Quarter 2012
|
|
|
25.89
|
|
|
|
16.32
|
|
Fourth Quarter 2012
|
|
|
29.67
|
|
|
|
24.75
|
|
First Quarter 2013
|
|
|
32.00
|
|
|
|
27.60
|
|
Second Quarter 2013
|
|
|
30.82
|
|
|
|
23.93
|
|
Third Quarter 2013
|
|
|
36.74
|
|
|
|
24.90
|
|
Fourth Quarter 2013
|
|
|
44.17
|
|
|
|
33.00
|
|
First Quarter 2014
|
|
|
43.89
|
|
|
|
28.98
|
|
|
|
|
|
|
|
|
|
|
Monthly Highs and Lows
|
|
|
|
|
|
|
|
|
2013
|
|
|
|
|
|
|
|
|
October
|
|
|
39.04
|
|
|
|
33.00
|
|
November
|
|
|
42.71
|
|
|
|
33.89
|
|
December
|
|
|
44.17
|
|
|
|
38.52
|
|
2014
|
|
|
|
|
|
|
|
|
January
|
|
|
43.89
|
|
|
|
33.75
|
|
February
|
|
|
39.20
|
|
|
|
32.71
|
|
March
|
|
|
39.77
|
|
|
|
28.98
|
|
April (through April 21, 2013)
|
|
|
34.83
|
|
|
|
31.12
|
|
B.
Plan of Distribution
Not applicable.
C.
Markets
Our ADSs, each representing two of our
ordinary shares, have been listed on the Nasdaq Global Market since October 26, 2006 under the symbol “HMIN.”
D.
Selling Shareholders
Not applicable.
E.
Dilution
Not applicable.
F.
Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL
INFORMATION
A.
Share Capital
Not applicable.
B.
Memorandum and Articles of Association
The following are summaries of material
provisions of our amended and restated memorandum and articles of association, as well as the Companies Law (2013 Revision) insofar
as they relate to the material terms of our ordinary shares.
Registered Office and Objects
Our registered office is at the offices
of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. The objects for which our
company is established are unrestricted and we have full power and authority to carry out any object not prohibited by the Companies
Law (2013 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands.
Board of Directors
See “Item 6.C. Board Practices
— Board of Directors.”
Ordinary Shares
General
. All of our outstanding
ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form.
Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.
Dividends
. The holders of our ordinary
shares are entitled to such dividends as may be declared by our board of directors subject to the Companies Law.
Voting Rights
. Each ordinary share
is entitled to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any shareholders’ meeting
is by show of hands unless a poll is demanded. A poll may be demanded by one or more shareholders present in person or by proxy
entitled to vote and who together held not less than 10% of the paid up voting share capital of our company.
A quorum required for a meeting of shareholders
consists of shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized
representative, holding not less than one-third of our voting share capital. Shareholders’ meetings may be held annually
and may be convened by our board of directors on its own initiative or upon a request to the directors by shareholders holding
in aggregate at least one-third of our voting share capital. Advance notice of at least 14 days is required for the convening
of our annual general meeting and other shareholders’ meetings.
An ordinary resolution to be passed by
the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast in a general
meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary
shares cast in a general meeting. A special resolution is required for important matters such as a change of name. Holders of the
ordinary shares may effect certain changes by ordinary resolution, including increase the amount of our authorized share capital,
consolidate and divide all or any of our share capital into shares of larger amount than our existing share capital, and cancel
any authorized but unissued shares.
Transfer of Shares
. Subject to
the restrictions of our memorandum and articles of association, as applicable, any of our shareholders may transfer all or any
of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board.
Liquidation
. On a return of capital
on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available for distribution among
the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets
available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses
are borne by our shareholders proportionately.
Calls on Shares and Forfeiture of Shares
.
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served
to such shareholders at least 14 days prior to the specified time or times of payment. The shares that have been called upon
and remain unpaid on the specified time are subject to forfeiture.
Redemption of Shares
. Subject to
the provisions of the Companies Law, we may issue shares on terms that are subject to redemption, at our option or at the option
of the holders, on such terms and in such manner as may be determined by our directors.
Variations of Rights of Shares
.
All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied
either with the written consent of the holders of a majority of the issued shares of that class or with the sanction of a resolution
passed by at least a majority of the holders of the shares of the class present in person or by proxy at a separate general meeting
of the holders of the shares of that class.
Inspection of Books and Records
.
Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders
or our corporate records. However, we will provide our shareholders with annual audited financial statements.
C.
Material Contracts
We have not entered into any material
contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the
Company”, in this “Item 10.C. Material Contracts” or elsewhere in this annual report on Form 20-F.
Registration Rights of Certain Shareholders
Pursuant to a shareholders’ agreement
entered into in June 2006, we have granted certain registration rights to holders of our registrable securities. Set forth below
is a description of the registration rights granted under the agreement.
Demand Registration Rights
. At
any time, holders of at least 50% of registrable securities have the right to demand that we file a registration statement covering
the offer and sale of their securities with anticipated aggregate proceeds in excess of US$5 million. We, however, are not obligated
to effect a demand registration if (1) we have already effected two demand registrations, (2) during the period beginning
on the 60th day prior to our good faith estimate of the filing date of, and ending on the 180th day after the effective date of,
a public offering of our securities initiated by us, or (3) if the securities to be registered can be registered on Form F-3.
We have the right to defer filing of a registration statement for up to 120 days if we provide the requesting holders a certificate
signed by either our chief executive officer or chairman of the board of directors stating that in the good faith judgment of the
board of directors that filing of a registration statement will be detrimental to us and our shareholders, but we cannot exercise
the deferral right more than once in any 24-month period.
Piggyback Registration Rights
.
If we propose to file a registration statement for a public offering of our securities other than, among other things, relating
to a stock option plan or a corporate reorganization, then we must offer holders of registrable securities an opportunity to include
in the registration all or any part of their registrable securities. The underwriters of any underwritten offering will have the
right to limit the number of shares having registration rights to be included in the registration statement.
Form F-3 Registration Rights
. When
we are eligible for use of Form F-3, holders of our registrable securities then outstanding have the right to request that we file
a registration statement under Form F-3. We are not obligated to file a registration statement on Form F-3 if we have already effected
one registration on Form F-3 in any six-month period or the holders propose to sell registrable securities and such other securities
(if any) at an aggregate public price of less than US$500,000, net of any underwriters’ discounts or commissions.
Expenses of Registration
. We will
pay all expenses, other than underwriting discounts and commissions, relating to any demand, piggyback or F-3 registration.
Registration Rights of Ctrip
Set forth below is a description of the
registration rights we granted to Ctrip in May 2009.
Demand Registration Rights
. At
any time, holders of at least 25% of the ordinary shares held by Ctrip and its transferees and assignees have the right to demand
that we file a registration statement covering the offer and sale of their securities. We are obligated under the registration
rights agreement to use our best efforts to register our ordinary shares for resale if Ctrip or its transferees and assignees make
such a request. We are not obligated to affect such demand registrations on more than three occasions. If the holders of shares
initiating a demand intend to distribute their shares by mean of an underwriting, the underwriters will have the right to limit
the number of shares having registration rights to be included in the registration statement. We have the ability to defer the
filing of a registration statement for up to 90 days if we furnish to the demanding holder or holders a certificate signed
by one of our directors stating that in the good faith judgment of the board of directors, filing of a registration statement will
be detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any 12-month period.
Piggyback Registration Rights
.
If we propose to file a registration statement with respect to a public offering of our securities for our own account or for the
account of any person that is not Ctrip or its transferees and assignees, we must offer Ctrip and its transferees and assignees
the opportunity to include their securities in the registration statement. If the registration statement is for an underwritten
offering and the underwriters determine that marketing factors require a limitation on the number of shares to be underwritten,
the number of shares included in the offering and the underwriting will be allocated first to our company, second to Ctrip and
its transferees and assignees, and third to other holders.
Form F-3 Registration Rights
.
When we are eligible for use of Form F-3, holders of at least 25% of the ordinary shares held by Ctrip or its transferees and assignees
have the right to request that we file a registration statement under Form F-3. Such requests for registrations are not counted
as demand registrations. We have the ability to defer the filing of such a registration statement for up to 90 days if we
furnish to the requesting holder or holders a certificate signed by one of our directors stating that in the good faith judgment
of the board of directors, filing of a registration statement will be detrimental to us and our shareholders, but we cannot exercise
the deferral right more than once in any 12-month period.
Expenses of Registration
. We will
pay all expenses, other than underwriting discounts and commissions, relating to any demand, piggyback or F-3 registration.
Registration Rights Relating to Convertible Notes
In connection with the issuance of our
convertible notes in December 2010, we filed an effective shelf registration statement on May 19, 2011 for re-sales by
holders of our notes and any securities into which such notes are converted, and we agreed to file certain supplements and amendments
to the shelf registration statement upon requests from such holders.
The Motel 168 Acquisition
On May 27, 2011, we entered into
a definitive agreement to acquire 100% of Motel 168. The base acquisition price was US$470.0 million, consisting of US$305.5 million
in cash and 8,149,616 ordinary shares priced at US$40.37 per ADS or US$20.185 per ordinary share at the closing of the transaction.
The cash portion was funded with cash on hand and a four-year term loan facility of US$240.0 million with an interest rate
at 390 basis points over LIBOR, and we granted registration rights to the sellers in connection with our issuance of ordinary shares
to them. The closing conditions were met and the acquisition became effective on October 1, 2011. Motel 168 had 297 hotels
in operation, including 144 leased-and-operated hotels and 153 franchised-and-managed hotels, with about 47,099 rooms located in
85 cities across China at the time of the acquisition. We are retaining the Motel 168 brand in addition to our Home Inn and Yitel
brands and we plan to continue to open new hotels under each of these brands in the foreseeable future. We have integrated most
of Motel 168’s support functions into our existing corporate platform, including human resources, accounting and finance,
and legal, while keeping most front-line business functions brand-specific, including business development and operations. Following
the acquisition, we spent a total of approximately US$23.9 million on renovating our Motel 168 hotels and implementing new marketing
initiatives and operational best practices. We completed the integration of Motel 168 in 2013.
Registration Rights Relating to the Motel 168 Acquisition
Pursuant to the registration rights agreement
among Home Inns & Hotels Management, Inc., GSS III Monroe Holdings Limited and Merrylin International Investment Limited
entered into as of September 30, 2011, we have granted certain registration rights to the selling shareholders of Motel 168
in connection with the acquisition. Set forth below is a description of the registration rights granted under the agreement.
Demand Registration Rights
. In
connection with our acquisition of Motel 168 effective October 1, 2011, we filed an effective shelf registration statement on May 3,
2012 for re-sales by GSS III Monroe Holdings Limited and Merrylin International Investment Limited, and we agreed to file certain
supplements and amendments to the shelf registration statement upon requests from such holders.
Piggyback Registration Rights
.
If we propose to file a registration statement for a public offering of our securities other than, among other things, relating
to a stock option plan or a corporate reorganization, then we must offer holders of registrable securities an opportunity to include
in the registration all or any part of their registrable securities. The underwriters of any underwritten offering will have the
right to limit the number of shares having registration rights to be included in the registration statement.
Form F-3 Registration Rights
. Provided
that we are eligible for use of Form F-3, holders of at least 50% of the outstanding registrable ordinary shares have the right
to request that we file a registration statement under Form F-3. Such requests for registrations are not counted as demand registrations.
We have the ability to defer the filing of such a registration statement for up to 90 days if we furnish to the requesting holder
or holders a certificate signed by one of our directors stating that in the good faith judgment of the board of directors, filing
of a registration statement will be detrimental to us and our shareholders, but we cannot exercise the deferral right more than
once in any 12-month period. The shareholders have already exercised this right and we have filed an automatic shelf registration
statement on Form F-3 with the SEC that became effective upon filing on May 3, 2012.
Expenses of Registration
. We will
pay all expenses, other than underwriting discounts and commissions, relating to any demand, piggyback or F-3 registration.
D.
Exchange Controls
See “Item 4. Information on
the Company—B. Business Overview—Regulation—Regulations on Foreign Currency Exchange.”
E.
Taxation
The following summary of the material
Cayman Islands, People’s Republic of China and United States federal income tax consequences of an investment in our ADSs
or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all
of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our
ADSs or ordinary shares, such as the tax consequences under state, local and other tax laws.
Cayman Islands Taxation
The Cayman Islands does not impose any
withholding taxes on dividends paid to shareholders by a Cayman Islands corporation, nor does the Cayman Islands impose any other
taxes on shareholders of a Cayman Islands corporation who are not themselves residents of the Cayman Islands. The Cayman Islands
is not a party to any tax treaties that are applicable to any payments made to or by our company.
People’s Republic of China Taxation
Under the Enterprise Income Tax Law, enterprises
established outside of China but whose “de facto management body” is located in China are considered “resident
enterprises” for PRC tax purposes. Under the applicable implementation regulations, “de facto management body”
is defined as the organizational body that effectively exercises overall management and control over production and business operations,
personnel, finance and accounting, and properties of the enterprise. Substantially all of our management is currently based in
China, and may remain in China in the future. If we are treated as a “resident enterprise” for PRC tax purposes, foreign
enterprise holders of our ADSs or ordinary shares may be subject to a 10% PRC income tax upon dividends payable by us and on gains
realized on their sales or other dispositions of our ADSs or ordinary shares. See “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—Our foreign ADS holders may be subject to PRC withholding tax
on the dividends payable by us and upon gains realized on their sales of our ADSs if we are classified as a PRC ‘resident
enterprise.’”
United States Federal Income Taxation
The following discussion describes certain
of the U.S. federal income tax consequences to U.S. Holders (defined below) under present U.S. federal income tax law of an investment
in the ADSs or ordinary shares. This summary applies only to investors that hold the ADSs or ordinary shares as capital assets
for U.S. federal income tax purposes. This discussion is based on U.S. federal income tax laws as in effect on the date of this
annual report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this annual report, as
well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities
are subject to change, possibly with retroactive effect.
The following discussion does not deal
with the tax consequences to any particular investor or to persons in special tax situations such as:
|
•
|
certain financial institutions;
|
|
•
|
regulated investment companies;
|
|
•
|
real estate investment trusts;
|
|
•
|
traders that elect to mark to market;
|
|
•
|
persons liable for alternative minimum tax;
|
|
•
|
persons whose functional currency is other than the U.S. dollar;
|
|
•
|
persons holding an ADS or ordinary share as part of a straddle, hedging, constructive sale, conversion or integrated transaction;
|
|
•
|
persons that actually or constructively own 10% or more of our voting stock;
|
|
•
|
persons who acquired ADSs or ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation;
or
|
|
•
|
persons holding ADSs or ordinary shares through partnerships or other pass-through entities for U.S. federal income tax purposes.
|
In addition, this summary does not discuss
any state, local or estate or gift tax considerations and, except for the limited instances where PRC tax law and potential PRC
taxes are discussed below, does not discuss any non-U.S. tax considerations.
The discussion below of the U.S. federal
income tax consequences to “U.S. Holders” will apply if you are a beneficial owner of ADSs or ordinary shares and you
are, for U.S. federal income tax purposes,
|
•
|
an individual who is a citizen or resident of the United States;
|
|
•
|
a corporation (or other entity taxable as a corporation) organized under the laws of the United States, any State or the District
of Columbia;
|
|
•
|
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
|
|
•
|
a trust that (1) is subject to the supervision of a court within the United States and the control of one or more U.S.
persons or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
|
If you are a partner in partnership or
other entity treated as a partnership for U.S. federal income tax purposes that holds ADSs or ordinary shares, your tax treatment
generally will depend on your status as a partner and the activities of the partnership.
The discussion below assumes that the
representations contained in the deposit agreement are true and that the obligations in the deposit agreement and any related agreement
will be complied with in accordance with their terms. If you hold ADSs, you should be treated as the holder of the underlying ordinary
shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, deposits or withdrawals of ordinary shares
for ADSs will not be subject to U.S. federal income tax.
Taxation of Dividends and Other Distributions on the ADSs
or Ordinary Shares
Subject to the passive foreign investment
company rules discussed below, the gross amount of all our distributions to you with respect to the ADSs or ordinary shares generally
will be included in your gross income as ordinary dividend income on the date of actual or constructive receipt by the depositary,
in the case of ADSs, or by you, in the case of ordinary shares, but only to the extent that the distribution is paid out of our
current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain
records of earnings and profits in accordance with U.S. Federal income tax principles, U.S. Holders should expect that the full
amount of any distribution will be reported as dividend. The dividends will not be eligible for the dividends-received deduction
allowed to corporations in respect of dividends received from other U.S. corporations.
With respect to non-corporate U.S. Holders
including individual U.S. Holders, dividends may constitute “qualified dividend income” that is subject to tax at the
lower applicable capital gains rate provided that (1) the ADSs or ordinary shares, as applicable, are readily tradable on
an established securities market in the United States or we are eligible for the benefit of the income tax treaty between the United
States and the PRC, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in
which the dividend was paid or the preceding taxable year, and (3) certain holding period requirements are met. We believe
that we are a qualified foreign corporation for U.S. federal income tax purposes because our ADSs are readily tradable on the NASDAQ
Global Market, which is an established securities market in the United States. Since we do not expect that our ordinary shares
will be listed on an established securities market in the United States, we do not believe that dividends that we pay on our ordinary
shares that are not represented by ADSs currently meet the conditions required for the reduced tax rate. There can be no assurance
that our ADSs will be considered readily tradable on an established securities market in later years. You should consult your tax
advisors regarding the availability of the lower rate for dividends paid with respect to our ADSs or ordinary shares.
For U.S. foreign tax credit purposes,
dividends will generally be treated as income from foreign sources and will constitute passive category income. Depending on your
particular facts and circumstances, you may be eligible to claim a foreign tax credit in respect of any foreign withholding taxes
imposed on dividends received on our ADSs or ordinary shares. If you do not elect to claim a foreign tax credit for foreign tax
withheld, you will be permitted instead to claim a deduction, for U.S. federal income tax purposes, in respect of such withholdings,
but only for a year in which you elect to do so for all creditable foreign income taxes. The rules governing the foreign tax credit
are complex and their outcome depends in large part on your particular facts and circumstances. Accordingly, you should consult
your tax advisors regarding the availability of the foreign tax credit based on your particular circumstances.
Sale or Other Disposition of ADSs or Ordinary Shares
Subject to the passive foreign investment
company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of an
ADS or ordinary share equal to the difference, if any, between the amount realized for the ADS or ordinary share and your tax basis
in the ADS or ordinary share. The gain or loss generally will be capital gain or loss. If you are a non-corporate U.S. Holder,
including an individual U.S. Holder, who has held the ADS or ordinary share for more than one year, you will be eligible for reduced
tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize generally will
be treated as U.S. source income or loss for foreign tax credit limitation purposes. However, in the event we are deemed to be
a Chinese resident enterprise under PRC tax law, we may be eligible for the benefits of the income tax treaty between the United
States and the PRC. In such event, if PRC tax were to be imposed on any gain from the disposition of the ADSs or ordinary shares,
a U.S. Holder that is eligible for the benefits of the income tax treaty between the United States and the PRC may elect to treat
such gain as PRC source income. U.S. Holders should consult their tax advisors regarding the creditability of any PRC tax.
Passive Foreign Investment Company
Based on the price of our ADSs and ordinary
shares and the composition of our income and assets, we believe that we were not a passive foreign investment company, or PFIC,
for U.S. federal income tax purposes for our taxable year ended December 31, 2013 and we do not expect to be a PFIC for our
current or any future taxable year. However, the application of the PFIC rules is subject to ambiguity in several aspects and we
must make a separate determination each year as to whether we are a PFIC (after the close of such taxable year). Accordingly, we
cannot guarantee you that we will not be a PFIC for our current or any future taxable year. A non-U.S. corporation is considered
to be a PFIC for any taxable year if either:
|
•
|
at least 75% of its gross income is passive income (the “income test”), or
|
|
•
|
at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is
attributable to assets that produce or are held for the production of passive income (the “asset test”).
|
We will be treated as owning our proportionate
share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly,
25% or more (by value) of the stock.
We must make a separate determination
each year as to whether we are a PFIC. As a result, our PFIC status may change. In particular, because the total value of our assets
for purposes of the asset test generally will be calculated using the market price of our ADSs and ordinary shares, our PFIC status
will depend in large part on the market price of our ADSs and ordinary shares, which may fluctuate considerably. Accordingly, fluctuations
in the market price of the ADSs and ordinary shares may result in our being a PFIC for any year. If we are a PFIC for any year
during which you hold ADSs or ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during
which you hold ADSs or ordinary shares. However, if we cease to be a PFIC, you may avoid some of the adverse effects of the PFIC
regime by making a deemed sale election with respect to the ADSs or ordinary shares, as applicable. If we are a PFIC for any taxable
year and any of our foreign subsidiaries is also a PFIC, a U.S. Holder would be treated as owning a proportionate amount (by value)
of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors
about the application of the PFIC rules to any of our subsidiaries.
If we are a PFIC for any taxable year
during which you hold ADSs or ordinary shares, you will be subject to special tax rules with respect to any “excess distribution”
that you receive and any gain you realize from a sale or other disposition (including a pledge) of the ADSs or ordinary shares,
unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are
greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your
holding period for the ADSs or ordinary shares will be treated as an excess distribution. Under these special tax rules:
|
•
|
the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,
|
|
•
|
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we became a
PFIC, will be treated as ordinary income, and
|
|
•
|
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the
applicable class of taxpayer for such year and would be increased by an additional tax equal to interest on the resulting tax deemed
deferred with respect to each such other taxable year.
|
The tax liability for amounts allocated
to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for
such years, and gains (but not losses) realized on the sale of the ADSs or ordinary shares cannot be treated as capital, even if
you hold the ADSs or ordinary shares as capital assets.
If a company that is a PFIC provides certain
information to U.S. Holders, a U.S. Holder can avoid certain adverse tax consequences described above by making a “qualified
electing fund” election to be taxed currently on its proportionate share of the PFIC’s ordinary income and net capital
gains. However, we do not intend to prepare or provide the information that would enable you to make a qualified electing fund
election.
Alternatively, a U.S. Holder of “marketable
stock” (as defined below) in a PFIC may make a mark-to-market election with respect to such stock to elect out of the tax
treatment discussed above. If you make a valid mark-to-market election for the ADSs or ordinary shares, you will include in income
each year an amount equal to the excess, if any, of the fair market value of the ADSs or ordinary shares as of the close of your
taxable year over your adjusted basis in such ADSs or ordinary shares. You are allowed a deduction for the excess, if any, of the
adjusted basis of the ADSs or ordinary shares over their fair market value as of the close of the taxable year. However, deductions
are allowable only to the extent of any net mark-to-market gains on the ADSs or ordinary shares included in your income for prior
taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition
of the ADSs or ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to the deductible portion
of any mark-to-market loss on the ADSs or ordinary shares, as well as to any loss realized on the actual sale or disposition of
the ADSs or ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously
included for such ADSs or ordinary shares. Your basis in the ADSs or ordinary shares will be adjusted to reflect any such income
or loss amounts. If you make such an election, the tax rules that apply to distributions by corporations that are not PFICs will
apply to distributions by us, except that the lower applicable capital gains rate discussed above under “—Taxation
of Dividends and Other Distributions on the ADSs or Ordinary Shares” will not apply.
The mark-to-market election is available
only for “marketable stock,” which is stock that is traded in other than
de minimis
quantities on at least 15 days
during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable
U.S. Treasury regulations. The NASDAQ Global Market is a qualified exchange and, consequently, provided that the ADSs continue
to be listed on the NASDAQ Global Market and are regularly traded, if you are a holder of ADSs, the mark-to-market election would
be available to you were we to be a PFIC.
Because a mark-to-market election cannot
be made for any lower-tier PFICs that we may own, a U.S. Holder will continue to be subject to the PFIC rules with respect to such
U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United
States federal income tax purposes.
If you hold ADSs or ordinary shares in
any year in which we are a PFIC, you will be required to file IRS Form 8621 regarding distributions received on the ADSs or
ordinary shares and any gain realized on the disposition of the ADSs or ordinary shares.
You are urged to consult your tax advisor
regarding the application of the PFIC rules to your investment in ADSs or ordinary shares.
Medicare Tax
Recently enacted legislation generally
imposes a 3.8% tax on a portion or all of the net investment income of certain individuals with a modified adjusted gross income
of over $200,000 (or $250,000 in the case of joint filers or $125,000 in the case of married individuals filing separately) and
on the undistributed net investment income of certain estates and trusts. For these purposes, “net investment income”
generally includes interest, dividends (including dividends paid with respect to our ADSs or ordinary shares), annuities, royalties,
rents, net gain attributable to the disposition of property not held in a trade or business (including net gain from the sale,
exchange or other taxable disposition of an ADS or ordinary share) and certain other income, reduced by any deductions properly
allocable to such income or net gain. You are urged to consult your tax advisors regarding the applicability of this tax to your
income and gains in respect of your investment in the ADSs or ordinary shares.
Information Reporting and Backup Withholding
Individual U.S. Holders and certain entities
may be required to submit to the IRS certain information with respect to his or her beneficial ownership of our ADSs or ordinary
shares, if such ADSs or ordinary shares are not held on his or her behalf by a financial institution. Penalties are also imposed
if an individual U.S. Holder is required to submit such information to the IRS and fails to do so.
In addition, dividend payments with respect
to our ADSs or ordinary shares and proceeds from the sale, exchange or redemption of our ADSs or ordinary shares may be subject
to information reporting to the IRS and U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who
furnishes a correct taxpayer identification number and makes any other required certification, or who is otherwise exempt from
backup withholding. We will make, or cause to be made, all withholdings to the extent required by applicable law. Each U.S. Holder
is urged to consult its tax advisor regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional
tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain
a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with
the IRS and furnishing any required information.
F.
Dividends and Paying Agents
Not applicable.
G.
Statement by Experts
Not applicable.
H.
Documents on Display
We are subject to the periodic reporting
and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information
with the SEC. Specifically, we are required to file annually a Form 20-F no later than four months after the close of each fiscal
year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained at prescribed
rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The
public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
also maintains a web site at
www.sec.gov
that contains reports, proxy and information statements, and other information
regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt
from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers,
directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16
of the Exchange Act.
We will furnish The Bank of New York,
the depositary of our ADSs, with our annual reports, which will include a review of operations and annual audited consolidated
financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and other reports and
communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications
available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice
of a shareholders’ meeting received by the depositary from us.
I.
Subsidiary Information
For a listing of our subsidiaries,
see “Item 4. Information on the Company—C. Organizational Structure.”
ITEM 11. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our exposure to interest rate risk typically
relates to any interest rates for our outstanding debt and the interest income generated by excess cash invested in liquid investments
with original maturities of three months or less.
In December 2010, we issued US$184 million
of convertible notes. The interest rate on these convertible notes is 2% per annum, payable semi-annually in arrears. No accrued
interest is payable upon conversion. The convertible notes will mature on December 15, 2015.
In June 2013, we refinanced an existing
term loan facility by borrowing an aggregate of US$117 million from the Industrial and Commercial Bank of China (Europe) S.A. The
loans bear interest at a floating rate equal to three-month U.S. dollar LIBOR plus 2.35%. As a condition of the loans, we also
entered into standby letters of credit with the Industrial and Commercial Bank of China covering an aggregate of RMB 777.2 million
(US$128.4 million) at an annual fixed rate of 0.60%. As of December 31, 2013, the entire amount of US$117 million in principal
amount remained outstanding under this loan.
We had cash and cash equivalents of RMB
1,156.7 million (US$191.1 million) as of December 31, 2013, and interest income of RMB 6.2 million (US$1.0 million)
for the year ended December 31, 2013 derived entirely from our cash and cash equivalents.
Three-month U.S. dollar LIBOR was reported
as 0.2461% as of December 31, 2013, and it has generally remained within 35 basis points of that number since the summer of
2009. An increase in three-month U.S. dollar LIBOR of 30 basis points would increase our interest expense by US$351.0 thousand
and increase the fair value of the convertible bonds by approximately US$0.2 million. A decrease in three-month U.S. dollar LIBOR
of 10 basis points would decrease our interest expense by US$117.0 thousand and decrease the fair value of the convertible bonds
by approximately US$0.1 million.
Foreign Exchange Risk
Substantially all of our revenues and
most of our expenses are denominated in RMB. Our exposure to foreign exchange risk primarily relates to our cash and cash equivalent
denominated in U.S. dollars, on the asset side, and our convertible notes and term loans denominated in U.S. dollars, on the liability
side. As of December 31, 2013, we had cash and cash equivalents denominated in U.S. dollars of US$42.3 million, and we had
US$184.0 million in outstanding convertible notes and US$117.0 million in outstanding term loans.
We expect to convert any money that we
distribute to our entities outside of China from RMB into U.S. dollars.
In addition, the value of your investment
in our ADSs will be affected by the exchange rate between U.S. dollars and RMB because the value of our business is effectively
denominated in RMB, while the ADSs will be traded in U.S. dollars.
The conversion of RMB into foreign currencies,
including U.S. dollars, is based on rates set by the People’s Bank of China. The PRC government allowed the RMB to appreciate
by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010,
this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Since June 2010,
the PRC government has allowed the RMB to appreciate slowly against the U.S. dollar again, and it has appreciated more than 10%
since June 2010,
though there also have been periods when it has lost
value against the U.S. dollar
. It is difficult to predict how market forces or PRC or U.S. government policy may impact
the exchange rate between the RMB and the U.S. dollar in the future. However, the appreciation in the RMB against the U.S. dollar
since June 2010 has generally been no more than 5% over any given 12-month period. We believe that any depreciation of the RMB
against the U.S. dollar in the near term is significantly less likely than continued appreciation.
Depreciation of the RMB against the U.S.
dollar by 1% would result in a foreign exchange loss to us of approximately RMB 14.8 million (US$2.4 million), whereas appreciation
of the RMB against the U.S. dollar by 1% would result in a foreign exchange gain to us of approximately the same amount.
We have not hedged exposures denominated
in foreign currencies or any other derivative financial instruments.
Equity Prices
The closing price of our ADSs was US$43.64
as of December 31, 2013, and it has generally been between $15.00 and $50.000 for most of our history, the principal exception
being the period during and following the global financial crisis in 2008 and 2009, when it was lower. An increase of US$10 in
the market price of our ADSs from their closing price of US$43.64 as of December 31, 2013 would cause the fair value of our
convertible notes to increase by US$25.9 million. A decrease of US$20 in the market price of our ADSs from their closing price
of US$43.64 as of December 31, 2013 would cause the fair value of our convertible notes to decrease by US$27.4 million.
The volatility of the market price of
our ADSs in 2013 was 34%. An increase of 5 percentage points in volatility would cause the fair value of our convertible notes
to increase by approximately US$4.9 million, where as a decrease of 5 percentage points in volatility would cause the fair value
of our convertible notes to decrease by approximately US$3.8 million.
Impact of Market Risk in 2013
The increase in the market price of our
ADSs and the decrease in three-month U.S. dollar LIBOR in 2013, partially offset by the decrease in the volatility of the market
price of our ADSs during the same year, were responsible for that portion of the decline in the fair value of our convertible notes
that is recorded as a loss on change in fair value of our convertible notes of RMB 133.4 million (US$22.0 million) on our
statement of operations for the year ended December 31, 2013.
The depreciation of the U.S. dollar against
the RMB in 2013 was responsible for an increase in the fair value of our U.S. dollar-denominated debt and debt instruments and
a corresponding decrease in the value of our U.S. dollar-denominated cash and cash equivalents, the net effect of which is recorded
as a foreign exchange gain of RMB 49.8 million (US$8.2 million) on our income statement for the year ended December 31,
2013.
Inflation
Since our inception, inflation in China
has not had a material adverse impact on our results of operations. While inflation adds pressure on hotel operating costs such
as rents and personnel costs, we are also able to increase the rates we charge at our hotels during times of rising prices and
absorb part or all of the impact from rising operating costs, as long as the economy remains stable and improving. Continued efficiency
and productivity improvements as our company matures have also enabled us to effectively manage the impact of inflation. According
to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for December 2011,
2012 and 2013 were increases of 4.1%, 2.5% and 2.5%, respectively. Inflation in recent years has been associated with food and
other consumption items and minimum wages in China. Consumption items do not represent major direct cost items for our business.
While personnel costs represent a material part of our total operating costs and expenses, inflation in minimum wages in China
primarily affects certain categories of our non-managerial hotel staff costs while increases in total personnel costs of our business
remain manageable. Although we have not been materially affected by inflation in the past, we may be materially affected if China
experience higher rates of inflation in the future and if our ability to raise the rates we charge is constrained by overall market
conditions in China.
ITEM 12. DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES
A.
Debt Securities
Not applicable.
B.
Warrants and Rights
Not applicable.
C.
Other Securities
Not applicable.
D.
American Depositary Shares
Fees and Charges Our ADS Holders May Have to Pay
The Bank of New York Mellon, the depositary
of our ADS program, collects its fees for issuance and cancellation of ADSs directly from investors depositing shares or surrendering
ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary also collects fees for making distributions
to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the
fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing
investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to
provide fee-attracting services until its fees for those services are paid.
|
|
|
Persons depositing or withdrawing shares must pay:
|
|
For:
|
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
|
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
|
|
|
|
|
|
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
|
|
|
US$0.02 (or less) per ADS
|
|
Any cash distribution to registered ADS holders
|
|
|
|
A fee equivalent to the fee that would be payable if securities distributed had been shares and the shares had been deposited for issuance of ADSs
|
|
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to registered ADS holders
|
|
|
|
US$0.02 (or less) per ADS per calendar year
|
|
Depositary services
|
|
|
|
Registration or transfer fees
|
|
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
|
|
|
|
Expenses of the depositary
|
|
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
|
|
|
|
|
|
Converting foreign currency to U.S. dollars
|
|
|
|
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
|
|
As necessary
|
|
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
|
As necessary
|
Fees and Other Payments Made by the Depositary to Us
The depositary has agreed to reimburse
us for expenses we incur that are related to the establishment and maintenance of the ADR program, including investor relations
expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement
available to us is not linked to the amounts of fees the depositary collects from investors. We were entitled to receive US$453,662
(after withholding tax) for the period between January 1, 2013 and October 31, 2013 from the depositary as reimbursement
for our expenses incurred in connection with investor relationship programs related to the ADS facility. In addition, we are entitled
to receive US$319,000 (including withholding tax) for the period between November 2013 and October 2014 from the depositary as
the reimbursement for the same purpose. For the year ended December 31, 2013, a total of US$453,662 (after withholding tax)
has been paid to us.
The accompanying notes are an
integral part of these consolidated financial statements
The accompanying notes are an integral
part of these consolidated financial statements
The accompanying notes are an integral
part of these consolidated financial statements.
The accompanying notes are an integral
part of these consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
|
1.
|
ORGANIZATION AND NATURE OF OPERATIONS
|
The accompanying consolidated financial
statements include the financial statements of Home Inns & Hotels Management Inc. (“the Company”) and its subsidiaries.
The Company and its consolidated subsidiaries are collectively referred to as the “Group”.
The Company was established in Cayman Islands
on May 30, 2006. In June 2006, all the then existing shareholders of Home Inns & Hotels Management (Hong Kong) Limited (“Home
Inns HK”), the Company’s predecessor, exchanged their respective shares in Home Inns HK for an equivalent number of
shares in the Company. As a result, Home Inns HK became a wholly-owned subsidiary of the Company. Home Inns HK did not have any
operations until April 2002 when Home Inns & Hotels Management (Beijing) Co., Ltd. (“Home Inns Beijing”), a hotel
operation and management company, was established as a joint venture of Home Inns HK and Beijing Capital Travel International
Hotel Group Co., Ltd. (“Beijing Capital Travel”), a subsidiary of Beijing Tourism Group (“BTG”). At inception,
Home Inns HK and BTG, through Beijing Capital Travel, owned 55% and 45% interest in Home Inns Beijing, respectively. Through a
series of financing activities and acquisitions, Home Inns Beijing has become a wholly-owned subsidiary in July 2007.
In October 2006, the Company completed
an initial public offering of American Depositary Shares (“ADSs”). ADSs of the Company are traded from October 26,
2006 on Nasdaq Global Market under the symbol “HMIN” in the United States.
In October 2011, the Group completed the
acquisition of 100% equity interest of Motel 168 International Holding Limited ("Motel 168"). The total consideration
of RMB 2,869,045 included RMB 2,201,731 in cash and RMB 667,314 in share consideration of 8,149,616 Home Inns’ ordinary
shares. Thereafter, Motel 168 became a wholly owned subsidiary of the Group. (Refer to Note 6).
The principal activities of the Group are
to develop, lease, operate, franchise, and manage economy hotels under the Home Inn brand, Yitel brand and Motel 168 brand in
the People’s Republic of China (“PRC”). The Group either leases real estate properties on which it develops
and operates hotels or franchises the Home Inn brand, Yitel brand and Motel 168 brand to hotel owners and manages these hotels.
The former type of hotels is referred to as “leased-and-operated hotels” and the latter type of hotels as “franchised-and-managed
hotels.”
Leased-and-operated hotels
The Group leases hotel properties from
property owners and develops these hotels directly, by hiring, training and supervising the managers and employees to operate
the hotels. The Group is responsible for hotel development and customization to conform to the standards of the Group, as well
as repairs and maintenance, operating expenses and management of properties over the term of the lease. Under the lease arrangements,
the Group typically enjoys rental holiday of three to six months and pays fixed rent on a quarterly basis for the first three
or five years of the lease term, after which the rental payments may be subject to an increase every three to five years.
Franchised-and-managed hotels
The Group enters into certain franchise
arrangements with hotel owners for which the Group is responsible for managing the hotels, including hiring and appointment of
the general manager of each franchised-and-managed hotel. Under a typical franchise agreement, the franchisee is required to pay
an initial franchise fee and ongoing management service fees equal to a certain percentage of the revenues of the hotel. The franchisee
is responsible for the costs of hotel development and customization and the costs of its operations. The term of the franchise
agreement is typically 5 years or 8 years and is renewable only upon mutual agreement between the Group and the franchisee.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed
in RMB in thousands, except share and per share data and where otherwise stated)
|
2.
|
PRINCIPAL ACCOUNTING POLICIES
|
The principal accounting policies adopted
in the preparation of these consolidated financial statements are set out below:
a. Basis of presentation and use of estimates
The accompanying consolidated financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US
GAAP”).
The preparation of financial statements
in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenues
and expenses during the reporting periods. Significant accounting estimates reflected in the Group’s financial statements
mainly include assumptions used in the computation of share-based compensation, allowance for doubtful accounts, assumption of
redemption rate utilized in customer loyalty program, assumptions and inputs used in fair value measurement of financial liabilities,
assumptions used to measure impairment of long-lived assets, intangible asset with indefinite life and goodwill, useful lives
of long-lived assets, determination of fair value of identifiable assets and liabilities acquired through business combinations,
recognition of non-controlling interests, and valuation allowance of deferred tax assets. Such accounting policies are impacted
significantly by judgments, assumptions and estimates used in the preparation of the Group’s consolidated financial statements,
and actual results could differ materially from these estimates.
As of December 31, 2013, the Group’s
current liabilities exceeded its current assets by approximately RMB 95.2 million. As of December 31, 2013, the Group’s
credit facilities was RMB 850 million and these facilities are available to be drawn down if needed. The Group believes that by
closely monitoring and appropriately allocating its cash resources, together with drawing down the above credit facilitates, if
needed, it is able to maintain a sufficient cash position and liquidity status in the foreseeable future.
b. Basis of consolidation and accounting for investments
The consolidated financial statements include
the financial statements of the Company and its subsidiaries. All significant transactions and balances between the Company and
its subsidiaries have been eliminated upon consolidation.
A subsidiary is an entity in which the
Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority
of the members of the board of directors; to cast a majority of votes at the meeting of the board of directors or to govern the
financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.
Accounting Standards Codification (“ASC”)
810 “Consolidation”, which provides guidance on the identification of and financial reporting for entities over which
control is achieved through means other than voting interests, which requires certain variable interest entities to be consolidated
by the primary beneficiary of the entity.
The Company evaluates its business relationships
such as those with franchisees to identify potential variable interest entities. Generally, these businesses qualify for the business
scope exception under the consolidation guidance. Therefore, the Company has concluded that consolidation of any such entities
is not appropriate for the periods.
c. Foreign currencies
The Group’s functional currency and
reporting currency is Renminbi (“RMB”). Transactions denominated in currencies other than RMB are translated into
RMB at the exchange rates quoted by the People’s Bank of China (the “PBOC”) prevailing at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates
quoted by the PBOC at the balance sheet dates. All such exchange gains and losses resulting from foreign currency transactions
are included in the consolidated statements of operations.
The RMB is not a freely convertible currency.
The PRC State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion
of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international
economic and political developments affecting supply and demand in the China foreign exchange trading system market.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed
in RMB in thousands, except share and per share data and where otherwise stated)
d. Convenience translation
Translations of balances in the statements
of operations, balance sheet and statement of cash flows from RMB into United States dollars (“US$”) as of and for
the year ended December 31, 2013 are solely for the convenience of the reader and were calculated at the rate of US$ 1.00 = RMB
6.0537, on December 31, 2013, representing the certificated exchange rate published by the Federal Reserve Board. No representation
is intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on
December 31, 2013, or at any other rate.
e. Cash and cash equivalents
Cash and cash equivalents comprise cash
on hand and liquid investment which are unrestricted as to withdrawal or use, and which have original maturities of three months
or less that are placed with banks or other financial institutions. Cash and cash equivalents balance as of December 31, 2012
included US$ 41,524 thousand and HK$ 0.1 thousand. Cash and cash equivalents balance as of December 31, 2013 included US$ 42,256
thousand and HK$ 0.1 thousand.
f. Restricted cash
Restricted cash consists of cash proceeds
from the exercise of share options by the Company’s employees which are yet to be transmitted to them, cash deposited in
an escrow account for the settlement of the outstanding purchase consideration of Motel 168 acquisition, and cash reserved in
specific interests reserve account (“IRA”) for term loans which was repaid in June 2013 with the early extinguishment
of term loans.
g. Allowance for doubtful accounts
Provision is made against receivables to
the extent collection is considered to be doubtful. Accounts receivable and other receivables in the balance sheet are stated
net of such provision, if any. For the years ended December 31, 2012 and 2013, the allowance for doubtful accounts was nil and
RMB 1,558, respectively.
h. Consumables
The Group purchases consumables for the
operation of leased-and-operated hotels. Consumables include fabrics, such as towels and beddings, which need to be renewed periodically.
Consumables are amortized over their useful lives, generally one year or less, from the time they are put into use and are stated
at purchase price less accumulated amortization.
i. Property and equipment, net
Property and equipment are stated at cost
less accumulated depreciation and amortization and impairment losses, if any. The cost of property and equipment comprises its
purchase price and any directly attributable costs, including interest cost during the period the asset is brought to its working
condition and location for its intended use.
Depreciation and amortization of property
and equipment is provided using the straight line method over their expected useful lives. The expected useful lives are as follows:
Buildings
|
40 years
|
Leasehold improvements
|
Over the shorter of the economic useful life or the lease period
|
Machinery and equipment
|
5 to 10 years
|
Furniture, fixtures and office equipment
|
3 to 5 years
|
Construction in progress represents leasehold
improvements under construction or installation and is stated at cost. Cost comprises original cost of property and equipment,
installation, construction and other direct costs. Construction in progress is transferred to property and equipment and depreciation
commences when the asset is ready for its intended use.
Expenditures for repairs and maintenance
are expensed as incurred. Gain or loss on disposal of property and equipment, if any, is recognized in the statements of operations
as the difference between the net sales proceeds and the carrying amount of the underlying asset.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed
in RMB in thousands, except share and per share data and where otherwise stated)
j. Fair value measurement
The Company adopted Accounting Standard
Codification (“ASC”) 820 “Fair value measurements and disclosures” on January 1, 2008. This guidance defines
fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date (an exit price). The guidance outlines a valuation framework and creates a fair value
hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under
GAAP, certain assets and liabilities must be measured at fair value, and the guidance details the disclosures that are required
for items measured at fair value.
The Company measures the fair value of
financial assets and liabilities using inputs from the following three levels of the fair value hierarchy. The three levels are
as follows:
Level 1 inputs are unadjusted quoted prices
in active markets for identical assets that the management has the ability to access at the measurement date.
Level 2 inputs include quoted prices for
similar assets in active markets, quoted prices for identical or similar assets in markets that are nor active, inputs other than
quoted prices that are observable for the asset (i.e., interest rates, yield curves, etc.), and inputs that are derived principally
from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 includes unobservable inputs that
reflect the management’s assumptions about the assumptions that market participants would use in pricing the asset. The
management develops these inputs based on the best information available, including their own data.
The following table presents information
about the Group’s financial liabilities classified as Level 3 as of December 31, 2013 and December 31, 2012.
|
|
Balance as of December
31, 2013
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
|
Carrying Value
|
|
|
Using Fair Value Hierarchy
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability award of Yitel’s share option (Note 14 (c))
|
|
|
2,022
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,022
|
|
Convertible notes measured at fair value
|
|
|
1,157,295
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,157,295
|
|
Total financial liability
|
|
|
1,159,317
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,159,317
|
|
|
|
Balance as of December
31, 2012
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
|
Carrying Value
|
|
|
Using Fair Value Hierarchy
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability award of Yitel’s share option
|
|
|
464
|
|
|
|
-
|
|
|
|
-
|
|
|
|
464
|
|
Convertible notes measured at fair value
|
|
|
1,056,209
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,056,209
|
|
Interest rate swap transaction
|
|
|
10,562
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,562
|
|
Total financial liability
|
|
|
1,067,235
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,067,235
|
|
A summary of changes in Level 3 financial liabilities for the
year ended December 31, 2013 was as follows:
Balance at December 31, 2012
|
|
|
1,067,235
|
|
Add: Unrealized loss - change in fair value in convertible notes (note 12)
|
|
|
133,404
|
|
Add: compensation cost in connection with Yitel hotel’s options (note 14(c))
|
|
|
1,558
|
|
Less: Foreign exchange gains in convertible notes (note 12)
|
|
|
(32,318
|
)
|
Less: Gain arising from change in fair value in interest rate swap transaction (note 12)
|
|
|
(912
|
)
|
Less: Cash settlement of swap transaction (note 12)
|
|
|
(9,650
|
)
|
Balance at December 31, 2013
|
|
|
1,159,317
|
|
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands, except share and
per share data and where otherwise stated)
k. Fair value of financial instruments
The following table presents information about the composition
of the Group’s financial instruments and the relevant fair value considerations.
Items
|
|
Fair value consideration
|
|
|
|
Cash and cash equivalents
Restricted cash
Receivables
Payables
Accruals
|
|
Carrying values of these items approximate their estimated fair values due to the short-term
nature of these financial instruments.
|
|
|
|
Term loans
|
|
The carrying values of term loans approximate their fair values as all the borrowings carry
variable interest rates which approximate rates currently offered by the Group's bankers for similar debt instruments of comparable
maturities.
|
|
|
|
Financial liability
|
|
Fair value of financial liability associated with the issuance of convertible notes in 2010
is measured using Level 3 inputs, which is measured using a binomial model. Fair value of the financial liability associated
with the interest rate swap transaction in 2011 is measured using level 3 inputs, which is measured using the discounted cash
flow method (Refer to Note 12).
|
l. Business combinations
U.S. GAAP requires that business combinations
be accounted for under the acquisition purchase method. From January 1, 2009, the Group adopted ASC805 “Business Combinations”.
Following this adoption, the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of
the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are
expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately
at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i)
the total of cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously
held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill.
If the cost of acquisition is less than the fair value of the net assets of the entity acquired, the difference is recognized
directly in the statements of operations.
The determination and allocation of fair
values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies
requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values,
the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the
cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s
current business model and industry comparisons. Terminal values are based on the expected life of assets and forecasted life
cycle and forecasted cash flows over that period. Although we believe that the assumptions applied in the determination are reasonable
based on information available at the date of acquisition, actual results may differ from the forecasted amounts and the difference
could be material.
m. Jointly controlled entity
Investment in a jointly controlled entity
is accounted for by the equity method of accounting as the Group has the ability to exercise significant influence but does not
own a majority equity interest. Under this method, the Group’s income (loss) from investment is recognized in the consolidated
statements of operations. Unrealized gains on transactions between the Group and the jointly controlled entity are eliminated
to the extent of the Group’s interest in the jointly controlled entity, if any; unrealized losses are also eliminated unless
the transaction provides evidence of an impairment of the asset transferred. When the Group’s share of losses in the jointly
controlled entity equals or exceeds its interest in the jointly controlled entity, the Group does not recognize further losses,
unless the Group has incurred obligations or made payments on behalf of the jointly controlled entity.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
The Group reviews its investment in the
jointly controlled entity to determine whether a decline in fair value below the carrying value is other than temporary at period
end. The primary factors the Group considers in its determination are the length of time that the fair value of the investment
is below the Group’s carrying value and the financial condition, operating performance and near term prospects of the investee.
In addition, the Group considers the reason for the decline in fair value, including general market conditions, industry-specific
or investee-specific reasons, and changes in valuation subsequent to the balance sheet date and the Group’s intent and ability
to hold the investment for a period of time sufficient to allow for a recovery in fair value. If the decline in fair value is
deemed to be other than temporary, the carrying value of the security is written down to fair value. There were no impairment
losses for its investment in the jointly controlled entity in the years ended December 31, 2011, 2012 and 2013.
n. Goodwill
Goodwill is an asset representing the future
economic benefits arising from other assets acquired in a business combination that are not individually identified and separately
recognized. Goodwill is not amortized, but rather is tested for impairment at least annually or more frequently if events or changes
in circumstances indicate that it might be impaired. The Group adopted Accounting Standards Update (“ASU”) 2011-08,
Intangibles-Goodwill and other (Topic350), since 2012, which gives the Group an option to first assess qualitative factors to
determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount
as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If it is more likely than
not that the fair value of a reporting unit is less than its carrying amount, goodwill is then tested following a two-step process.
The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of
a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required.
If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill
to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar
to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets
and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets
and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill
impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized
for any excess in the carrying value of goodwill over the implied fair value of goodwill.
Management performs a goodwill impairment
assessment under one single reporting unit. They assess qualitative factors firstly by comparing the fair value of the reporting
unit with its carrying amount, including goodwill. Management determines that quoted market price (the Home Inns stock price)
is the best evidence of fair value and uses it as the basis of the fair value measurement (in accordance with ASC 350-20-35-22).
As of December 31, 2012 and 2013, the market capitalization of Home Inns well exceeded the carrying amount of the reporting unit.
No impairment of goodwill was recognized for the years ended December 31, 2011, 2012 and 2013.
o. Intangible assets, net
Intangible assets consist primarily of
intangible assets acquired in business combinations and software purchased from third parties. Intangible assets acquired through
business combinations are recognized as assets separate from goodwill if they satisfy either the “contractual-legal”
or “separability” criterion. Intangible assets, including brand, favorable lease agreements and certain franchise
agreements existing as of the date of acquisition, are recognized and measured at fair value upon acquisition.
Except brand, intangible assets arising
from business combinations are amortized on a straight-line base over the remaining operating lease term, the franchise agreement
term, or estimated life of customer relationship. The estimated useful lives of amortized intangibles are reassessed if circumstances
occur that indicate the useful lives have changed.
The trademarked Motel 168 brand was registered
in PRC China with remaining legal life of 5 years and can be renewed with minimal costs. Motel 168 is a well-recognized brand
in the economy hotel industry in PRC China. The useful life of the brand is indefinite. The Group evaluates indefinite-lived intangible
asset each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an
intangible asset that is not being amortized is subsequently determined to have a finite useful life, the asset is tested for
impairment. ASC 350 “Intangibles—Goodwill and Other,” provides that intangible assets that have indefinite useful
lives will not be amortized but rather will be tested at least annually for impairment.
Purchased software is stated at cost less
accumulated amortization and impairment, if any, and is amortized on the straight-line basis over its estimated useful life of
5 years.
No impairment of intangible assets was
recognized for the years ended December 31, 2011, 2012 and 2013.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
p. Impairment of long-lived assets and definite-lived
intangible assets
Long-lived assets and definite-lived intangible
assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amount of an asset may not
be recoverable. Factors considered important that could result in an impairment review include significant underperformance relative
to expected historical or projected future operating results, significant changes in the manner of use of long-lived assets and
definite-lived intangible assets and significant negative industry or economic trends. Impairments are recognized based on the
difference between the fair value of the asset and its carrying value in the event that the carrying amount exceeds the estimated
future undiscounted cash flow attributed to such assets. Fair value is generally measured based on either quoted market prices,
if available, or discounted cash flow analyses. Additionally, determining fair values requires probability weighting the cash
flows to reflect expectations about possible variations in their amounts or timing and the selection of an appropriate discount
rate. Although cash flow estimates are based on relevant information available at the time the estimates are made, estimates of
future cash flows are, by nature, highly uncertain and may vary significantly from actual results. Any write-downs would be treated
as permanent reductions in the carrying amounts of the assets and an operating loss would be recognized. The impairment losses
on property and equipment recognized for the years ended December 31, 2011, 2012 and 2013 were RMB 1,705, RMB 12,641 and RMB 621,
respectively.
q. Employee benefits
The employees of the Group’s PRC
subsidiaries are entitled to staff welfare benefits including medical care, housing fund, unemployment insurance and pension benefits.
These entities are required to accrue for these benefits based on certain percentages of the employees’ salaries, subject
to certain ceilings, in accordance with the relevant PRC regulations and make contributions to the government-sponsored plans
out of the amounts accrued. Employee benefits expense was RMB 180,145, RMB 215,251 and RMB 230,331 for the years ended December
31, 2011, 2012 and 2013, respectively. Amounts accrued and included in salaries and welfare payable and other unpaid and accruals
in the balance sheets were RMB 11,913 and RMB 10,060 for the years ended December 31, 2012 and 2013, respectively.
r. Accruals for customer reward program
The Group invites its customers to participate
in a customer reward program. Prior to November 14, 2004, membership was free of charge. A one-time membership fee was charged
after that date for new members. Members enjoy discounts on room rates, priority in hotel reservation, and accumulate membership
points for their paid stays, which can be redeemed for membership upgrades, room night awards and other gifts. The estimated incremental
costs to provide membership upgrades, room night awards and other gifts are accrued and recorded as accruals for customer reward
program as members accumulate points and recognized as sales and marketing expenses in the statements of operations. As members
redeem awards or their entitlements expire, the provision is reduced correspondingly.
After the acquisition of Motel 168, the
terms under the Motel 168’s customer reward program have been updated to conform to that of Home Inns’ customer reward
program.
As of December
31, 2012 and 2013, the accruals for customer reward program amounted to RMB 5,499 and RMB 21,811, respectively. The expenses for
the customer rewards program were (reversed) / recognized by RMB (16,307), RMB 289, and RMB 16,312 for the years ended December
31, 2011, 2012 and 2013,
respectively.
The Group estimates the liabilities under
the customer rewards program based on accumulated membership points and the estimate of probability of redemption in accordance
with the historical redemption pattern. If actual redemption differs significantly from their estimate, it will result in an adjustment
to the liability and the corresponding expenses.
s. Deferred Revenue
Deferred revenue generally consists of
advances received from customers for room stays, initial franchise fees received prior to the Group fulfilling its commitments
to the franchisee, and cash received from sale of membership programs. Non-current portion of deferred revenue represents cash
received from initial franchise fees and sales of membership program, which is recognized after one year from the balance sheet
date.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
t. Revenue recognition
Revenues from leased-and-operated hotels
represent primarily room rentals and food and beverage sales from the leased-and-operated hotels. Such revenues are recognized
when goods are delivered and services are provided.
Revenues from franchised-and-managed hotels
are derived from franchise agreements where the franchisees are required to pay (i) an initial franchise fee and (ii) on-going
management and service fees based on a percentage of revenue which approximates 3% to 6% of the room revenues of the franchised
hotels. The franchise fee is an initial one-time fee. For the franchise agreements signed under Home Inns brand, Yitel brand and
Motel 168 brand after its acquisition by the Group, the franchise fee is recognized as revenue when the franchised hotel opens
for business, becomes non-refundable, and the Group has fulfilled all its commitments and obligations including the assistance
to the franchisees in property design, leasehold improvement construction project management, systems installation, personnel
recruiting and training. For the franchise agreements signed under Motel 168 brand prior to its acquisition by the Group, the
franchise fee is recorded as deferred revenue when cash is received and recognized as revenue during the franchising period which
usually is 5 years as the franchisees have the refund right which elapses proportionally within 5 years. On-going management and
service fees are recognized when the underlying service revenue is recognized by the franchisees’ operations. Other revenues
generated from franchise agreements include system maintenance and support fee and central reservation system usage fee, which
are recognized when services are provided.
Prior to the second quarter of 2011, revenue
from one-time membership fees was deferred when received and was recognized when membership records showed no activity after a
year. With sufficient historical information and accumulative knowledge on membership activity pattern, the Group estimated that
average life of memberships is approximately two years. Therefore, the change in accounting estimate is applied prospectively,
and revenue from one-time membership fees has been recognized over two years on a straight line basis since April 1, 2011. For
the years ended December 31, 2011, 2012 and 2013, the Group recognized revenue of RMB 79,367, RMB 172,148 and RMB 178,822 from
one-time membership fees, respectively.
The Group continues to monitor the membership
activity pattern and reassess average life of memberships at each period end to ensure estimate of revenue recognition period
is reasonable.
u. Business tax and related surcharge
The Group is subject to business tax and
related surcharges on the services provided in the PRC. Such tax is levied based on turnover at a total approximate rate of 5.6%
and is recorded as a reduction of revenues.
v. Leased-and-operated hotel costs
Leased-and-operated hotel costs include
all direct costs incurred in the operation of the leased-and-operated hotels and consist primarily of property rentals and related
expenses, utility costs, personnel compensation, amortization of guest room consumables, amortization of leasehold improvements,
depreciation of equipment, consumables, food and beverage costs.
w. Sales and marketing expenses
Sales and marketing expenses consist primarily
of advertising related expenses, expenses associated with the Group’s membership reward program, payroll and related compensation
for the Group’s sales and marketing personnel and entertainment expenses relating to marketing activities. Advertising related
expenses, including promotion expenses and production costs of marketing materials, are charged to the statements of operations
as incurred and amounted to RMB 21,944, RMB 24,068 and RMB 29,221 for the years ended December 31, 2011, 2012 and 2013, respectively.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
x. Share-based compensation
The Group accounts for share-based compensation
arrangements with employees in accordance with ASC 718 “Compensation – Stock Compensation”. It requires the
Group to measure at the grant date the fair value of the stock-based award and recognize compensation expense, net of estimated
forfeitures, on a straight-line basis, over the requisite service period. The Group uses the Black-Scholes option pricing model
to determine the fair value of stock options. The requisite service period is the vesting period, which is generally 4 years.
Forfeitures are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates.
A subsidiary of the Company grants share
options which contained an exercise price denominated in US$. The Group determined it should account for the U.S. dollar denominated
share options granted to employees and directors of the subsidiary as liability awards as the Company’s functional currency
is RMB and the underlying shares denominated in U.S. dollar has not been publicly traded. All grants of share-based awards to
employees and directors classified as liability are remeasured at the end of each reporting period with an adjustment for fair
value recorded to the current period expense in order to properly reflect the cumulative expense based on the current fair value
of the vested rewards over the vesting periods.
y. Leases
The Company leases certain property and
equipment.
Leases of property and equipment are classified
as operating leases when substantially all the risks and rewards of ownership of assets remain with the lessor. Payments made
under operating leases net of any incentives received from the lessor are charged to the consolidated statements of operations
on a straight-line basis over the terms of the underlying lease.
Leases of property and equipment are classified
as finance leases when the Company has substantially all the risks and rewards of ownership. Finance leases are capitalized at
the lease’s commencement at the lower of the fair value of the leased property and the present value of the minimum lease
payments. Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net
of finance charges, are included in finance lease liabilities. The interest element of the finance cost is charged to the statements
of operations over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability
for each period. The property and equipment acquired under finance leases are depreciated over the lease term if the lease does
not meet the transfer of ownership criterion or the bargain purchase option criterion. If the lease meets either the transfer
of ownership criterion or the bargain purchase option criterion, then the related assets are depreciated over the useful life
of the assets.
Fixed assets capitalized under finance
leases are depreciated in accordance with the Group’s policy for the depreciation of fixed assets.
z. Borrowing costs
Interests incurred in connection with term
loan used for acquisition of Motel 168 are expensed as incurred. The upfront fee incurred in connection with the term loan are
amortized and recorded as interest expenses over the loan period (Refer to Note 11).
Interest cost incurred on funds used to
construct leasehold improvements during the active construction period is capitalized. For the years ended December 31, 2011,
2012 and 2013, there was no capitalized interest cost.
aa. Pre-operating expenditure
Pre-operating expenditure represents start-up
costs, other than amounts capitalized as leasehold improvements, for leased-and-operated hotels are charged to the consolidated
statements of operations in the period in which it is incurred.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
ab. Taxation
The provision for income taxes is based
on the income and expense amounts recorded in our consolidated statements of operations. Income tax expenses are recorded using
the liability method. Deferred tax assets or liabilities are recognized for the estimated future tax effects attributable to temporary
differences and tax loss carry forwards. Deferred tax assets and liabilities are recognized and measured using enacted income
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred taxes of a change in tax rates is recognized in statements of operations in the period that includes
the enactment date. A valuation allowance is recorded to reduce the amount of deferred tax assets if it is considered more likely
than not that such assets will not be realized.
In order to assess uncertain tax positions,
the Group applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement
recognition. For the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight
of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related
appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is greater than
50% likely to be realized upon settlement. As of December 31, 2012 and 2013, there were no uncertain tax positions.
ac. Non-operating income
Other non-operating income primarily consists
of financial subsidies received from provincial and local governments for operating a business in their jurisdictions and compliance
with specific policies promoted by the local governments. During the years ended December 31, 2011, 2012 and 2013, the Group received
financial subsidies of RMB 22,356, RMB 43,248 and RMB 52,751, respectively, from various local PRC government authorities. There
are no defined rules and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of
financial subsidy is determined at the discretion of the relevant government authorities. Such amounts are recorded as other non-operating
income when received as there is no additional condition attached to the subsidies.
ad. Statutory reserves
The Group’s subsidiaries incorporated
in the PRC are required to set aside 10% of their net income, after offsetting accumulated losses from prior years, and before
profit distributions to the investors, as reported in its statutory accounts on an annual basis to the Statutory Surplus Reserve
Fund. Once the total Statutory Surplus Reserve Fund reaches 50% of the registered capital of the respective subsidiaries, further
appropriations are discretionary. The Statutory Surplus Reserve Fund can be used to increase the registered capital and eliminate
future losses of the respective companies under PRC regulations. The Group’s Statutory Surplus Reserve Fund is not distributable
to shareholders except in the event of liquidation.
Appropriations to the Statutory Surplus
Reserve Fund are accounted for as a transfer from retained earnings to statutory reserves. During the years ended December 31,
2011, 2012 and 2013, the Group made total appropriations to these statutory reserves of RMB 31,749, RMB 32,695 and RMB 48,475,
respectively. During the year ended December 31, 2012, the Group made a reversal of RMB 141 from the statutory reserve due to
disposal of a subsidiary.
ae. Dividends
Dividends are recognized when declared.
The Group has not declared or paid any dividends to its shareholders except for the noncontrolling interests.
Current PRC regulations permit PRC companies
to pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations.
Additionally, the Company’s PRC subsidiaries can only distribute dividends after they have met the PRC requirements for
appropriation to statutory reserves (Note 2(ad)). Restricted net assets of the Company’s PRC subsidiaries not distributable
in the form of dividends to the parent as a result of the aforesaid PRC regulations were RMB 3,461,710 as of December 31, 2013.
In addition to the typical statutory reserves of the Company’s PRC subsidiaries, the restricted net assets also include
RMB 3,254,818 paid in capital.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
af. Earnings per share
In accordance with ASC 260 “Earnings
Per Share”, basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted
average number of ordinary shares outstanding during the year. The Company’s convertible bonds issued in 2007 and convertible
notes issued in 2010 are not participating securities because the terms of the agreements do not provide any participating rights
to the holders before conversion. Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders
as adjusted for the monetary effect of instruments that are dilutive ordinary equivalent shares, if any, by the weighted average
number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of
the ordinary shares issuable upon the conversion of convertible bonds and convertible notes (using the if-converted method) the
vesting of restricted stock and ordinary shares issuable upon the exercise of outstanding share options (using the treasury stock
method).
ag. Segment reporting
The Company follows “Disclosures
about Segment of an Enterprise and Related Information” for its segment reporting. The Group operates and manages its business
as a single segment. The Company’s chief operation decision-maker (“CODM”) reviews operating results to make
decision about allocating resources and assessing performance for the entire company.
The Group primarily generates its revenues
from customers in the PRC, and assets of the Group are also located in PRC. Accordingly, no geographical segments are presented.
ah. Recent accounting pronouncements
In February of 2013, the FASB issued ASU
2013-02, “Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”.
The amendments in this ASU require an entity to provide information about amounts reclassified out of accumulated other comprehensive
income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented
or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of
net income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in
the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net
income (for example, where amounts are reclassified to inventory), an entity is required to cross-reference to other disclosures
required under U.S. GAAP that provide additional detail about those amounts. For public entities, the amendments are effective
with prospective application for reporting periods beginning after December 15, 2012. The Company adopted this ASU beginning on
January 1, 2013, and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
In March of 2013, the FASB issued ASU 2013-11,
“Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar
Tax Loss, or a Tax Credit Carryforward Exists”. The amendments in the ASU clarify that an unrecognized tax benefit, or a
portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset
for a net operating loss, similar tax loss, or tax credit carryforward, except as noted in the following sentence. To the extent
a net operating loss, similar tax loss, or tax credit carryforward is not available at the reporting date under the tax law of
the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or
the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred
tax asset for such a purpose, then under this exception the unrecognized tax benefit is to be presented in the financial statements
as a liability and should not be combined with (netted with) the deferred tax asset(s). The assessment of whether a deferred tax
asset is “available” is based on the unrecognized tax benefit and deferred tax asset amounts that exist at the reporting
date and should be made presuming disallowance of the tax position at the reporting date. The amendments are effective for fiscal
years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments
should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is
permitted. The Company does not expect the adoption of this ASU to have a materially impact on the Company’s consolidated
financial statements.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
ai. Certain risks and concentration
Financial instruments that potentially
subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. As of December
31, 2012 and 2013, substantially all of the Company’s cash was held in major financial institutions located in the PRC,
Hong Kong and the United States of America, which management considers being of high credit quality. China does not have an official
deposit insurance program, nor does it have an agency similar to The Federal Deposit Insurance Corporation (FDIC) in the United
States. However, the Group believes that the risk of failure of any of these PRC banks is remote. Bank failure is extremely uncommon
in China and the Group believes that those Chinese banks that hold the Company’s cash, cash equivalents and long term time
deposit are financially sound based on public available information.
Accounts receivable are typically not collateralized
and are denominated in RMB, and are derived from revenues earned from operations arising in the PRC.
No individual customer accounted for more
than 10% of net revenues for the years ended December 31, 2011, 2012 and 2013. No individual customer accounted for more than
10% of accounts receivable at December 31, 2012 and 2013.
aj. Commitments and Contingencies
Liabilities for loss contingencies arising
from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability
has been incurred and the amount can be reasonably estimated.
3. PREPAYMENTS AND OTHER CURRENT
ASSETS
Components of prepayments and other current
assets as of December 31, 2012 and 2013 are as follows:
|
|
2012
|
|
|
2013
|
|
Prepayment for utility and telecom expenses
|
|
|
47,460
|
|
|
|
37,150
|
|
Prepayment for rental expenses
|
|
|
46,057
|
|
|
|
28,353
|
|
Proceeds receivable from disposal of subsidiaries
|
|
|
12,580
|
|
|
|
20,669
|
|
Amounts receivable from agents for exercised options on behalf of employees
|
|
|
2,272
|
|
|
|
19,493
|
|
Deposits to vendors
|
|
|
19,187
|
|
|
|
17,357
|
|
Employee advances
|
|
|
11,694
|
|
|
|
12,622
|
|
Prepayment for advertisement, consultation and insurance
|
|
|
5,012
|
|
|
|
7,156
|
|
Other current assets
|
|
|
28,272
|
|
|
|
38,432
|
|
Total
|
|
|
172,534
|
|
|
|
181,232
|
|
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
4. INCOME TAXES
Cayman Islands, British Virgin Islands
(“BVI”) and the Republic of Mauritius (“Mauritius”)
Under the current laws of the Cayman Islands,
BVI and Mauritius, the Company and its subsidiaries registered in Cayman Islands, BVI and Mauritius are not subject to tax on
income or capital gain. In addition, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding
tax will be imposed.
Hong Kong
Home Inns Hong Kong subsidiaries were subject
to Hong Kong profit tax at a rate of 16.5% on their assessable profits. No Hong Kong profit tax has been provided as the Group
did not have assessable profit that was earned in or derived from Hong Kong subsidiaries during the years presented.
PRC
The Company’s subsidiaries incorporated
in the PRC are subject to PRC Corporate Income Tax (“CIT”) on the taxable income as reported in their respective statutory
financial statements adjusted in accordance with relevant PRC income tax laws. Effective January 1, 2008, the Company’s
subsidiaries are subject to the Corporate Income Tax Law of the People’s Republic of China (hereinafter “the new CIT
Law”) as approved by the National People’s Congress on March 16, 2007, under which the corporate income tax rate applicable
to most of the Group’s PRC entities adjusted from 33% to 25%. Five of the Group’s subsidiaries enjoyed a preferential
income tax rate of 15% before 2008, and the income tax rate applicable to these subsidiaries is phased in at 18%, 20%, 22%, 24%
and 25% in a 5 year period from 2008 to 2012. Suzhou Hengchuang Software Co., Ltd. was qualified software enterprises in 2012,
and is exempted from income tax for the first two years and is entitled to a preferential tax rate of 12.5% for the three years
from thereafter.
On February 22, 2008, the Ministry
of Finance (“MOF”) and the State Administration of Taxation (“SAT”) jointly issued CaiShui [2008] Circular
1 (“Circular 1”). According to Article 4 of Circular 1, distributions of accumulated profits earned by a Foreign
Invested Enterprise (“FIE”) prior to January 1, 2008 to foreign investor(s) in 2008 or after will be exempt from
withholding tax (“WHT”) while distribution of the profit earned by an FIE after January 1, 2008 to its foreign
investor(s) shall be subject to WHT at a rate up to 10%. For certain jurisdictions that have signed tax treaties with the PRC,
the WHT rate are 5%. No dividend was declared by PRC subsidiaries in the years ended December 31, 2009 and 2010. As the Group
intended to indefinitely reinvest its earnings to further expand its businesses in PRC China, undistributed earnings as of December 31,
2009 and 2010 were considered to be indefinitely reinvested. Therefore, no deferred tax liability was recognized in the years
ended December 31, 2009 and 2010.
In September 2011, in connection with the
acquisition of Motel 168, the Group entered into a US$240.0 million US dollar denominated, 4-year term loan facility agreement.
In June 2013, the Group completed the refinancing of this term loan with the outstanding balance of US$ 117.0 million. The new
US dollar denominated term loan facility of US$ 117.0 million, due in June 2016, was sourced from Industrial and Commercial Bank
of China (Refer to Note 11). In order to repay the debt, after-tax profits from its major PRC subsidiaries in China may be distributed
to its overseas holding company borrower. The Group has recognized the relevant deferred tax liability of RMB 29,439 and RMB 52,155
as of December 31, 2012 and December 31, 2013 in connection with cumulative distributable profits of its major PRC subsidiaries
earned after January 2008 using a 5% dividend withholding tax rate provided as a preferential rate by the tax arrangement between
PRC and Hong Kong (Refer to below
Reconciliation of the differences between statutory tax rate and the effective tax rate),
and the increased balance was relating to the operation income from its PRC subsidiaries generated in 2013.
Composition of income tax expense
The current and deferred portion of income
tax expense included in the consolidated statements of operations for the years ended December 31 is as follows:
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Current income tax expenses
|
|
|
185,001
|
|
|
|
235,594
|
|
|
|
284,352
|
|
Deferred income tax benefit
|
|
|
(15,559
|
)
|
|
|
(99,289
|
)
|
|
|
(77,355
|
)
|
Income tax expenses
|
|
|
169,442
|
|
|
|
136,305
|
|
|
|
206,997
|
|
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
Reconciliation of the differences between statutory tax
rate and the effective tax rate
Reconciliation between the statutory CIT rate and
the Group’s effective tax rate for the years ended December 31 is as follows:
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Statutory CIT rate
|
|
|
25
|
%
|
|
|
25
|
%
|
|
|
25
|
%
|
Tax differential from statutory rate applicable to subsidiaries in the PRC
|
|
|
(3
|
)%
|
|
|
(1
|
)%
|
|
|
(1
|
)%
|
Tax differential for the expenses recorded by the Company and its subsidiaries registered in
Cayman Islands, BVI and Mauritius which are not subject to tax (*)
|
|
|
(2
|
)%
|
|
|
68
|
%
|
|
|
17
|
%
|
Permanent difference for non-deductible expenses
|
|
|
5
|
%
|
|
|
7
|
%
|
|
|
4
|
%
|
Withholding tax on earnings no longer considered indefinitely reinvested
|
|
|
7
|
%
|
|
|
21
|
%
|
|
|
6
|
%
|
Effective CIT rate
|
|
|
32
|
%
|
|
|
120
|
%
|
|
|
51
|
%
|
* Tax differential for the expenses recorded by the
Company and its subsidiaries registered in Cayman Islands, BVI and Mauritius which are not subject to tax primarily represents
the following items which are not tax deductible: (i) a rate of 5% as a result of permanent difference arising from the share-based
compensation expenses (2012: 21%, 2011: 4%); (ii) a rate of 6% as a result of permanent differences arising from the interest
expense in convertible notes and term loan (2012: 26%, 2011: 2%); (iii) a rate of 8% as a result of permanent difference in connection
with loss arising from change in fair value in convertible notes (2012: 19%, 2011: (9)%); (iv) a rate of (3)% as a result of permanent
differences arising from foreign exchange gain from monetary assets and liabilities denominated in foreign currencies (2012: (0.1)%,
2011: (1)%).
Deferred tax assets and liabilities comprised:
|
|
2012
|
|
|
2013
|
|
Deferred tax assets, current:
|
|
|
|
|
|
|
|
|
Tax loss carry forwards
|
|
|
17,547
|
|
|
|
18,586
|
|
Deductible temporary differences related to:
|
|
|
|
|
|
|
|
|
-rental expenses
|
|
|
3,888
|
|
|
|
4,520
|
|
-pre-operating expenses
|
|
|
5,618
|
|
|
|
5,958
|
|
-deferred revenue, current
|
|
|
43,075
|
|
|
|
43,876
|
|
-accruals for customer reward program
|
|
|
1,003
|
|
|
|
5,453
|
|
-others
|
|
|
16,411
|
|
|
|
7,402
|
|
Valuation allowance
|
|
|
(7,173
|
)
|
|
|
(6,956
|
)
|
|
|
|
80,369
|
|
|
|
78,839
|
|
Deferred tax assets, non-current:
|
|
|
|
|
|
|
|
|
Tax loss carry forwards
|
|
|
158,124
|
|
|
|
206,999
|
|
Deductible temporary differences related to:
|
|
|
|
|
|
|
|
|
-rental expenses
|
|
|
213,389
|
|
|
|
229,432
|
|
-pre-operating expenses
|
|
|
8,898
|
|
|
|
6,667
|
|
-deferred revenue, non current
|
|
|
8,715
|
|
|
|
12,779
|
|
-unfavorable lease related to acquisitions
|
|
|
91,751
|
|
|
|
83,640
|
|
-impairment loss of property and equipment
|
|
|
42,643
|
|
|
|
36,587
|
|
-others
|
|
|
3,051
|
|
|
|
3,761
|
|
Valuation allowance
|
|
|
(215,809
|
)
|
|
|
(172,301
|
)
|
|
|
|
310,762
|
|
|
|
407,564
|
|
Total deferred tax assets
|
|
|
391,131
|
|
|
|
486,403
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities, current:
|
|
|
|
|
|
|
|
|
Withholding tax for profit distribution of previous
periods (refer to Income Tax – PRC)
|
|
|
29,439
|
|
|
|
52,155
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities, non-current:
|
|
|
|
|
|
|
|
|
Recognition of intangible assets related to the acquisition of Motel 168
|
|
|
273,986
|
|
|
|
265,400
|
|
Other taxable temporary differences
|
|
|
14,335
|
|
|
|
18,122
|
|
|
|
|
288,321
|
|
|
|
283,522
|
|
Total deferred tax liabilities
|
|
|
317,760
|
|
|
|
335,677
|
|
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
The Group had tax loss carry forward of
RMB 902,341 as of December 31, 2013. The Group’s remaining tax loss carry forward will be netted against future taxable
income. According to the PRC CIT regulations, the loss incurred during a tax year may be carried forward to the following years
and set off against the profits of the following years, but the period shall not exceed a maximum of 5 years. These accumulated
tax losses will expire on or before January 1, 2019.
A valuation allowance of RMB 222,982 and
RMB 179,257 was provided for the net deferred tax assets of the Company as of December 31, 2012 and 2013, respectively. The valuation
allowances were provided on the deferred tax assets to the extent that management believed it was more likely than not that such
deferred tax assets would not have been realized in the foreseeable future. Valuation allowances were also provided because it
was more likely than not that the Company will not be able to utilize certain tax loss carry forwards generated by certain subsidiaries.
As those entities continue to have accumulated tax losses and tax planning strategies are not available to utilize those tax losses
in other subsidiaries, management believes it is more likely than not that such losses will not be utilized before they expire.
If events occur in the future that prevent the Company from realizing some or all of its deferred tax assets, an adjustment to
the valuation allowances will be recognized when such events occur. In the PRC, tax loss carry forwards generally expire after
five years.
For the tax holidays described for certain
entities in the “PRC” section of this Note, the aggregate amount and per share effect of the tax holidays are as follows:
|
|
For the years ended December
31,
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
(in thousands, except per share data)
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate effect
|
|
|
14,505
|
|
|
|
354
|
|
|
|
4,686
|
|
Basic ordinary share effect
|
|
|
0.17
|
|
|
|
0.004
|
|
|
|
0.05
|
|
Diluted ordinary share effect
|
|
|
0.15
|
|
|
|
0.004
|
|
|
|
0.05
|
|
|
5.
|
INVESTMENT IN A JOINTLY CONTROLLED ENTITY
|
|
|
Investment in a jointly
controlled entity
|
|
|
Shareholders’
loan
|
|
|
Subtotal
|
|
|
Shares of loss
|
|
|
Total
|
|
At October 1, 2011
|
|
|
500
|
|
|
|
10,000
|
|
|
|
10,500
|
|
|
|
(1,346
|
)
|
|
|
9,154
|
|
Share of loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(853
|
)
|
|
|
(853
|
)
|
At December 31, 2011
|
|
|
500
|
|
|
|
10,000
|
|
|
|
10,500
|
|
|
|
(2,199
|
)
|
|
|
8,301
|
|
Share of loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,676
|
)
|
|
|
(1,676
|
)
|
At December 31, 2012
|
|
|
500
|
|
|
|
10,000
|
|
|
|
10,500
|
|
|
|
(3,875
|
)
|
|
|
6,625
|
|
Share of loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(792
|
)
|
|
|
(792
|
)
|
At December 31, 2013
|
|
|
500
|
|
|
|
10,000
|
|
|
|
10,500
|
|
|
|
(4,667
|
)
|
|
|
5,833
|
|
The jointly controlled entity was originally
invested by Motel 168 and Suzhou Taide Hotels Management Co., Ltd. who has 50% of equity interest, respectively. After the acquisition
by Home Inns on October 1, 2011, the amount of RMB 853 recognized as ‘share of loss of a jointly controlled entity’
in the consolidated statements of operations is equal to the share of total loss of the jointly controlled entity during the three-month
ended in December 31, 2011. It has exceeded the original cost of the Group’s investment in the entity. Before the acquisition,
Motel 168 loaned RMB 10,000 to the entity without a specified repayment date. This loan has the same economic effect as a capital
contribution and should be treated as being a part of the net investment in the entity. Therefore, Motel 168 treated its original
investment of RMB 500, together with the loan of RMB 10,000 that in substance form part of the net investment, as the ceiling,
being RMB 10,500, to pick up its share of loss of the entity. For the years ended December 31, 2011, 2012 and 2013, the Group
fully picked up its share of loss of the entity of RMB 853, RMB 1,676 and RMB 792, and records it as a reduction to the interests
in a jointly controlled entity.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
|
a.
|
Acquisition of Motel 168
|
On October 1, 2011, to further strengthen
the Group's diverse growth plans and multi-brand strategy, the Group completed the transaction to acquire 100% equity interest
in Motel 168, a well-established economy hotel chain in China. The Group obtained control over Motel 168 and has consolidated
its financial statements since then. The total purchase price for the transaction was approximately RMB 2,869,045, which consists
of RMB 2,201,731 in cash consideration and RMB 667,314 in shares consideration of Home Inns’ 8,149,616 ordinary shares.
Fair value of the ordinary shares is measured at the quoted market price of US$12.885 as of September 30, 2011, the date closest
to the acquisition date. Total acquisition costs were RMB 63,824, which were expensed as incurred in the year ended December 31,
2011.
Purchase Price Allocation
The total purchase price was allocated
to Motel 168’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values
as set forth below. The excess of (i) the total of cost of acquisition, over (ii) the fair value of the identifiable
net assets of Motel 168 is recorded as goodwill. The Group makes estimates and judgments in determining the fair value of the
acquired assets and assumed liabilities, based on its experience with similar assets and liabilities in similar industries. In
performing the purchase price allocation, the Group considered the analyses of historical financial performance and estimates
of future performance of Motel 168’s business.
Allocation of purchase price:
Fair value of net tangible assets acquired
|
|
|
559,267
|
|
Intangible assets-favorable lease
|
|
|
399,193
|
|
Intangible assets-customer relationship
|
|
|
6,990
|
|
Intangible assets-franchise agreement
|
|
|
48,770
|
|
Intangible assets-brand
|
|
|
684,300
|
|
Unfavorable lease liability
|
|
|
(392,608
|
)
|
Goodwill
|
|
|
1,806,846
|
|
Net deferred tax liability, non-current
|
|
|
(243,713
|
)
|
Total purchase price
|
|
|
2,869,045
|
|
No significant contingencies were identified
which should be valued. Motel 168 contributed net revenues of RMB 346,365 and incurred net loss of RMB 17,516 from October 1,
2011 through December 31, 2011.
Unaudited Pro forma Financial Information
The following unaudited
combined pro forma information presents information of the Group as if the acquisition above occurred on January 1, 2010.
(in RMB)
|
|
2011
|
|
|
|
(unaudited)
|
|
Net revenues
|
|
|
4,753,563
|
|
Income from operations
|
|
|
290,302
|
|
Net income
|
|
|
255,998
|
|
Earnings per share
|
|
|
|
|
Basic
|
|
|
2.84
|
|
Diluted
|
|
|
0.23
|
|
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
The unaudited pro forma financial
information includes RMB 4,203 in 2011 for the net amortization of identifiable intangible assets and unfavorable leases. The
unaudited pro forma financial information for the year ended December 31, 2011 excluded the transaction costs of RMB 63,824. These
costs were directly related to this transaction and were non-recurring. The pro forma diluted gain per share of 2011 was RMB 0.23,
primarily due to fair value impact of convertible notes. The information presented above is for illustrative purposes only and
does not purport to be indicative of results that would have been achieved if the acquisition had occurred as of January 1, 2010.
|
b.
|
Acquisition of Anhui Youle Fashion Hotel Management
Co., Ltd. and Anhui Meibang Hotel Management Co., Ltd. (collectively "eJia Express")
|
The Group and eJia Express entered
into an equity transfer agreement in June 2012 under which the Group acquired 100% equity of eJia Express, whose primary assets
included 13 leased-and-operated hotels located in Anhui province of China. Accordingly, eJia Express has been consolidated by
the Group since July 1, 2012. Total purchase price for this acquisition amounted to RMB 48,214. The acquisition resulted in the
recognition of goodwill, intangible assets (favorable leases) and unfavorable lease liability amounting to RMB 41,970, RMB 6,748
and RMB 6,231, respectively.
No significant contingencies
were identified which should be valued. eJia Express contributed net revenues of RMB 13,472 and incurred net loss of RMB 11,180
from July 1, 2012 through December 31, 2012.
|
c.
|
Acquisition of Anhui Shanghai Xurun Hotel Management
Co., Ltd. ("Shanghai Xurun")
|
The Group and Shanghai Xurun
entered into an equity transfer agreement in June 2012 under which the Group acquired 100% equity of Shanghai Xurun, whose primary
assets included one leased-and-operated hotel. Accordingly, Shanghai Xurun has been consolidated by the Group since July 1, 2012.
Total purchase price for this acquisition amounted to RMB 420. The acquisition resulted in the recognition of goodwill amounting
to RMB 12,354.
No significant contingencies
were identified which should be valued. Shanghai Xurun contributed net revenues of RMB 2,745 and incurred net loss of RMB 759
from July 1, 2012 through December 31, 2012.
|
d.
|
Acquisition of Shanghai Junxing Hotel Management
Co., Ltd. ("Shanghai Junxing")
|
The Group and Shanghai Junxing
entered into an equity transfer agreement in November 2012, under which Group acquired 100% equity of Shanghai Junxing, whose
primary assets included one leased-and-operated hotel. Accordingly, Shanghai Junxing has been consolidated by the Group since
November 1, 2012. Total purchase price for this acquisition amounted to RMB 0. The acquisition resulted in the recognition of
goodwill and intangible assets (favorable leases) amounting to RMB 2,579 and RMB 2,907, respectively.
No significant contingencies
were identified which should be valued. Shanghai Junxing contributed net revenues of RMB 893 and incurred net loss of RMB 1,143
from November 1, 2012 through December 31, 2012.
As if the above acquisitions
entered into in 2012 (Refer to Note 6(b), 6(c), 6(d)) occurred on January 1, 2011, the net revenues, income from operations and
net income that would contributed by the above acquisitions would not be significant to the Group.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
7. PROPERTY
AND EQUIPMENT
The components of property and equipment
are as follows:
|
|
2012
|
|
|
2013
|
|
Leasehold improvements
|
|
|
4,289,498
|
|
|
|
4,952,957
|
|
Furniture, fixtures and office equipment
|
|
|
801,821
|
|
|
|
933,484
|
|
Machinery and equipment
|
|
|
343,379
|
|
|
|
381,830
|
|
Buildings
|
|
|
9,310
|
|
|
|
9,310
|
|
Construction in progress
|
|
|
268,780
|
|
|
|
254,652
|
|
|
|
|
5,712,788
|
|
|
|
6,532,233
|
|
|
|
|
|
|
|
|
|
|
Less: Accumulated depreciation
|
|
|
(1,865,953
|
)
|
|
|
(2,482,896
|
)
|
Property and equipment, net
|
|
|
3,846,835
|
|
|
|
4,049,337
|
|
Depreciation expenses incurred
for the years ended December 31, 2011, 2012 and 2013 were RMB 404,901, RMB 621,216 and RMB 699,981, respectively. The cost of
property and equipment is stated net off accumulated impairment losses of RMB 19,823 and RMB 18,708 as of December 31, 2012 and
2013.
Included in leasehold improvements
was accumulated capitalized interest of RMB 3,916 as of December 31, 2012 and 2013.
The Group evaluates long-lived
assets for impairment if events or changes in circumstances indicated that the carrying value of such assets may not be recoverable.
The Group determined to perform a two-step impairment analysis for those hotels which are in a loss position for the year ended
December 31, 2013. In step one impairment analysis, the estimated future undiscounted net cash flows expected to be generated
by the assets over their remaining estimated useful lives were based on certain assumptions, such as forecasts of future operating
results, gross margin and expected future growth rates. The estimated undiscounted future cash flows generated by the property
and equipment were less than their carrying value, which required the step two impairment test. In the step two impairment analysis,
the Group estimated the fair value based on discounted cash flow analysis using market participants’ assumptions, such as
forecasts of future operating results, discount rates commensurate with the risk involved, and expected future growth rates. The
carrying value of the property and equipment was reduced to fair value based on the discounted cash flow analysis. This resulted
in an impairment charge of RMB 1,705, RMB 12,641, and RMB 621 recorded in the impairment loss on property and equipment as operating
costs for the years ended December 31, 2011, 2012 and 2013. Although assumptions used in estimates of future cash flows are management
best estimates, such assumptions are, by nature, highly judgmental and may vary significantly from actual results.
8. GOODWILL
Components of goodwill as of
December 31, 2012 and 2013 are as follows:
|
|
2012
|
|
|
2013
|
|
Acquisition of Home Inns Beijing
|
|
|
137,072
|
|
|
|
137,072
|
|
Acquisition of Top Star hotel chain
|
|
|
191,368
|
|
|
|
191,368
|
|
Acquisition of Motel 168
|
|
|
1,806,846
|
|
|
|
1,806,846
|
|
Other acquisitions
|
|
|
119,345
|
|
|
|
119,345
|
|
Total goodwill
|
|
|
2,254,631
|
|
|
|
2,254,631
|
|
There is only one reporting
unit in the Group. The goodwill arose from the acquisitions discussed in Note 6 have been allocated to this reporting unit. None
of the goodwill acquired is expected to be deductible for income tax purposes.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
9. INTANGIBLE ASSETS
AND UNFAVORABLE LEASE
Intangible assets and unfavorable lease
as of December 31 are as follows:
|
|
2012
|
|
|
2013
|
|
Intangible assets, original cost—
|
|
|
|
|
|
|
|
|
Favorable lease agreements
|
|
|
451,337
|
|
|
|
451,337
|
|
Franchise agreements
|
|
|
49,574
|
|
|
|
49,574
|
|
Customer relationship
|
|
|
7,073
|
|
|
|
7,073
|
|
Brand
|
|
|
684,300
|
|
|
|
684,300
|
|
Purchased software
|
|
|
40,772
|
|
|
|
51,138
|
|
|
|
|
1,233,056
|
|
|
|
1,243,422
|
|
Less: Accumulated amortization —
|
|
|
|
|
|
|
|
|
Favorable lease agreements
|
|
|
(51,886
|
)
|
|
|
(82,740
|
)
|
Franchise agreements
|
|
|
(8,424
|
)
|
|
|
(14,520
|
)
|
Customer relationship
|
|
|
(2,215
|
)
|
|
|
(3,968
|
)
|
Purchased software
|
|
|
(21,112
|
)
|
|
|
(29,695
|
)
|
|
|
|
(83,637
|
)
|
|
|
(130,923
|
)
|
Intangible assets, net
|
|
|
1,149,419
|
|
|
|
1,112,499
|
|
Unfavorable lease liability—
|
|
|
|
|
|
|
|
|
2012
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
Unfavorable lease agreements, original cost
|
|
|
416,612
|
|
|
|
416,612
|
|
Less: Accumulated amortization
|
|
|
(46,064
|
)
|
|
|
(78,985
|
)
|
Unfavorable lease liability, net
|
|
|
370,548
|
|
|
|
337,627
|
|
Franchise agreements, and favorable and
unfavorable leases agreements were acquired primarily from the acquisition of Top Star hotel chain, the purchase of minority interests
in Home Inns Beijing and the acquisition of Motel 168. The value of the favorable lease agreements was determined based on the
estimated present value of the amount the company has avoided paying as a result of entering into the lease agreements. Unfavorable
lease agreements were determined based on the estimated present value of the acquired leases that exceed market prices and is
recognized as a liability. Franchise agreements were determined at the estimated present value of net cash flows expected to be
received over the remaining terms of the franchise agreements. The value of favorable and unfavorable lease agreements is amortized
using the straight-line method over the remaining lease term and the amortization is recorded as operating costs at net. The value
of franchise agreements is amortized using the straight-line method over the remaining terms of the franchise agreements.
Amortization expense of intangible assets
for the years ended December 31, 2011, 2012 and 2013 amounted to RMB 16,828, RMB 45,096 and RMB 47,422, respectively. Amortization
expense of unfavorable lease agreements for the years ended December 31, 2011, 2012 and 2013 amounted to RMB 9,045, RMB 32,457
and RMB 32,921 respectively.
The annual estimated amortization expense
for intangible assets and unfavorable lease liability for the following years is as follows:
|
|
Amortization for
Intangible Assets
|
|
|
Amortization for
Unfavourable Lease
|
|
|
Net Amortization
|
|
2014
|
|
|
46,730
|
|
|
|
(32,919
|
)
|
|
|
13,811
|
|
2015
|
|
|
43,241
|
|
|
|
(32,919
|
)
|
|
|
10,322
|
|
2016
|
|
|
40,415
|
|
|
|
(32,828
|
)
|
|
|
7,587
|
|
2017
|
|
|
37,338
|
|
|
|
(32,483
|
)
|
|
|
4,855
|
|
2018
|
|
|
34,721
|
|
|
|
(30,342
|
)
|
|
|
4,379
|
|
|
|
|
202,445
|
|
|
|
(161,491
|
)
|
|
|
40,954
|
|
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
10. OTHER PAYABLES AND ACCRUALS
|
|
2012
|
|
|
2013
|
|
Accrued expenses for utilities, rental expenses and others
|
|
|
109,226
|
|
|
|
142,205
|
|
Accruals for customer reward program
|
|
|
5,499
|
|
|
|
21,811
|
|
Accruals for professional service fees
|
|
|
11,593
|
|
|
|
13,337
|
|
Accrued agency fees
|
|
|
7,531
|
|
|
|
7,950
|
|
Others
|
|
|
32,037
|
|
|
|
43,578
|
|
Other unpaid and accruals-subtotal
|
|
|
165,886
|
|
|
|
228,881
|
|
Payables on construction cost of leasehold improvement
|
|
|
592,203
|
|
|
|
624,219
|
|
Payables on the unpaid consideration related to the acquisitions
|
|
|
193,360
|
|
|
|
164,003
|
|
Deposit from franchised-and-managed hotels, current
|
|
|
41,180
|
|
|
|
46,035
|
|
Payables to employees for exercised options
|
|
|
18,557
|
|
|
|
22,672
|
|
Payables on repair and maintenance cost
|
|
|
45,964
|
|
|
|
14,379
|
|
Others
|
|
|
33,870
|
|
|
|
40,334
|
|
Other payables-subtotal
|
|
|
925,134
|
|
|
|
911,642
|
|
Total
|
|
|
1,091,020
|
|
|
|
1,140,523
|
|
11. DEBT
The Group’s borrowings consist of the following:
|
|
2012
|
|
|
2013
|
|
Long-term debt, current portion
|
|
|
12,571
|
|
|
|
-
|
|
Long-term debt
|
|
|
735,404
|
|
|
|
713,337
|
|
Total
|
|
|
747,975
|
|
|
|
713,337
|
|
On September 26, 2011, the Group entered
into a senior secured credit facility under which the Group can borrow up to USD 240 million. The proceeds of the borrowing should
only be used for the acquisition of Motel 168. As of December 31, 2011, the Company had drawn down the full amount of the credit
facility.
The interest rate of this U.S. dollar-denominated
term loan (the “Term Loan”) was LIBOR plus 3.90% and total upfront fee was RMB 91,617. The Term Loan was due for repayment
in September 2015. The upfront fee was amortized and recorded as interest expenses during the Term Loan period in four years.
The Company repaid US$ 123 million in the year ended December 31, 2012.
The Company completed the refinancing of
its Term Loan on June 28, 2013. The outstanding balance of the Term Loan was US$117 million at the time of refinancing. The new
U.S. dollar-denominated loan facility of US$117 million, due in June 2016, was sourced from the Industrial and Commercial Bank
of China (Europe) S.A. (the “ICBC Loan”) with an annual rate of 3-month LIBOR plus 2.35%. As a condition of the loans,
the Company also entered into an irrevocable Standby Letters of Credit with the Industrial and Commercial Bank of China Shanghai
Branch covering an aggregate of RMB 777.2 million (US$128.4 million) at an annual fixed rate of 0.60%. Under the terms of
the loan agreements, the Company may be required to provide further guarantees or repay a portion of the loans if the Renminbi
depreciates relative to the U.S. dollar beyond US$1.00 to RMB 6.2769 such that the Renminbi amount of our RMB 777.2 million (US$128.4
million) Standby Letters of Credit with the Industrial and Commercial Bank of China Shanghai Branch, if expressed in U.S. dollars,
would be less than the U.S. dollar amount of principal and interest payable over the remaining life of the loans. The outstanding
balance of the ICBC Loan was RMB 713.3 million (US$117.8 million) as of December 31, 2013. As of December 31, 2013, the Company
assessed it would not be required to provide further guarantees or repay a portion of the loans as the Renminbi to the U.S. dollar
exchange rate was below 6.2769 as of December 31, 2013.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
Upon extinguishment of the Term Loan, the
unamortized issuance cost of RMB 41,872 was recognized currently as accelerated fee amortization on early extinguishment of Term
Loan and disclosed separately in the statements of operations in 2013. The interest rate swap contracts associated with the Term
Loan were terminated. The guarantee fee of RMB 4.3 million related to ICBC Loan paid one year in advance was reflected in prepayments
and other current assets, which would be deferred and amortized over one year.
The weighted average interest rate for the borrowings was 4.43%
and 3.47% for the years ended December 31, 2012 and December 31, 2013.
12. FINANCIAL
LIABILITIES
The financial liabilities consist of convertible
notes and interest rate swap transaction.
(a) Convertible notes measured at fair value
The Company issued USD 184 million of
convertible notes (including USD 24 million covering 30-day over-allotment option) on December 21, 2010 (the “Notes”).
The Notes will mature on December 15, 2015. The interest rate is 2% per annum payable semi-annually, in arrears. Holders have
the option to convert their Notes from the earlier of (i) when the registration statement becomes effective; and (ii) the first
anniversary of the date on which the Notes are first issued, through to and including the business day prior to the maturity date
into ADSs representing the ordinary shares initially at a conversion rate of 20.2560 ADSs per US$1,000 principal amount of Notes
(equivalent to an initial conversion price of approximately US$ 49.37 per ADS). No accrued interest to be paid on the Notes when
they are converted.
The conversion rate is subject to change
on anti-dilution and upon certain fundamental changes. Fundamental changes are defined as 1) any “person” or “group”
beneficially owns (directly or indirectly) 50% or more of the total voting power of all outstanding classes of Company's shares
or has the power to elect a majority of the members of the board of directors; 2) Company consolidates with, or merge with or
into, another person or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all
of its assets, or any person consolidates with, or merges with or into, the Company; 3) Termination of trading of Company’s
ADSs; and 4) adoption of a plan relating to our liquidation or dissolution.
The holder has the option to require the
Company to repurchase the Notes, in whole or in part, in the event of a fundamental change for an amount equal to the 100% of
the principal amount and any accrued and unpaid interest in the event of fundamental changes. Management assessed that the likelihood
of fundamental change is remote.
While the Notes remain outstanding, the
Company or its subsidiaries will not create or permit to subsist any security upon its property, assets or revenues (present or
future) to secure any international investment securities or to secure any guarantee of or indemnity of any international investment
securities unless the obligations under the notes and the indenture (a) are secured equally and ratably therewith, or (b) have
the benefit of such other security, guarantee, indemnity or other arrangement as shall be approved by holders of a majority in
aggregate principal amount of the Notes then outstanding.
The registration rights granted under
the convertible notes agreement are: (i) demand registration rights, (ii) piggyback registration rights, and (iii) Form F-3 registration
rights. The Company is required to use its best effort to cause a shelf registration statement to become effective within 210
days after the original issuance of the Notes with respect to register re-sales of the Notes and the issuance of ordinary shares
(represented by ADSs) issuable upon conversion of the Notes. The Company will be required to pay additional interest of up to
0.50% per annum for the first year, subject to some limitations, to the holders of the notes if it fails to comply with the obligations
to register the Notes and ordinary shares represented by ADSs issuable upon conversion of the Notes or the registration statement
does not become effective within the specified time periods. The Form F-3 was filed on May 18, 2011. As of December 31, 2013,
management assessed that the likelihood of the Company having to make any additional interest payments under the arrangement is
remote.
The Company has RMB as its functional
currency, and the Notes are denominated in USD. As a result, the conversion feature is dual indexed to the Company’s stock
as well as the RMB and USD exchange rate, and is considered an embedded derivative which needs to be bifurcated from the host
instrument in accordance with ASC 815.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
ASC 815-15-25 provides that if an entity
has a hybrid financial instrument that would require bifurcation of embedded derivatives under ASC 815, the entity may irrevocably
elect to initially and subsequently measure a hybrid financial instrument in its entirety at fair value with changes in fair value
recognized in earnings. The fair value election can be made instrument by instrument and shall be supported by concurrent documentation
or a preexisting documented policy for automatic election.
The Company elected to measure the Notes
in their entirety at fair value with changes in fair value recognized as non-operating income or loss at each balance sheet date
in accordance with ASC 815-15-25. Further, as the functional currency of the Company is RMB, the fair value of the Notes is translated
into RMB at each balance sheet date with the difference being reported as exchange gain or loss. In addition, all issuance costs
associated with the Notes offering have been expensed as incurred in the year ended December 31, 2010.
Fair value of the Notes is determined
using the binomial model, one of the option pricing methods. The valuation involves complex and subjective judgment and the Company’s
best estimates of the probability of occurrence of future events, such as fundamental changes, on the valuation date. Under the
binomial valuation model, the Group uses a weighted risk-free and risk interest rate (the combination of the risk free rate plus
the credit spread for the underlying Notes) weighted by the probability of conversion as internally solved out by binomial model
in discounting its cash flows. The main inputs to this model include the underlying share price, the expected share volatility,
the expected dividend yield, the risk free and risk interest rate.
The estimated fair value of financial
liability amounted to approximately RMB 1,056,209 (US$ 169,533) and RMB 1,157,295 (US$ 191,172) as of December 31, 2012 and 2013,
respectively. In the years ended December 31, 2011, 2012 and 2013, the Company recorded foreign exchange gain of RMB 57,337, RMB
2,583 and RMB 32,318, and a gain/(loss) from fair value change of RMB 198,547, RMB (87,099) and RMB (133,404), respectively.
(b) Interest rate swap transaction
In connection with the acquisition of
Motel 168, the Company entered into a US$ 240 million US dollar denominated, 4-year term loan. This term loan carries floating
interest at a rate per annum equal to one-month London Interbank Offered Rate (“LIBOR”) plus 3.9%. The Company entered
into an interest rate swap contract on November 28, 2011 and updated the interest rate swap contract on 31 July, 2012. The notional
principal amount of the outstanding interest rate swap contract at December 31, 2011 and December 31, 2012 was US$180 million
and US$93 million due to the repayment of term loans during the year, and the fixed interest rate was 1.13%. The floating rate
was with reference to three-month US dollar LIBOR.
The Company accounted for this derivative
financial instrument at fair value with the changes in fair value recorded in the consolidated statement of operations. The Company
performs valuation of the derivative at each balance sheet date and records the change in fair value as non-operating income or
loss.
Fair value of the financial liabilities
is determined using the discounted cash flow method. Under this method, the value of the interest rate swap equals to the present
value of the net position of its future cash flows as of each settlement date. The net position of the future cash flows as of
each settlement date is determined by comparing the projected fixed cash outflows with the projected variable cash inflows. The
projected fixed cash outflows are calculated based on the fixed interest rate established upon consummation of the initial swap
contract. The projected variable cash inflows are calculated based on the estimated swap yield curve as of the measurement date,
in respect that the interest rates swap is a fix-for-floating swap from the Company’s perspective. The net position of the
future cash flows is then discounted by using the estimated swap yield curve rates.
In June 2013, the Company completed the
refinancing of its term loan (Note 11), and the interest rate swap contracts associated with the Term Loan were terminated.
In the years ended December 31, 2011,
2012 and 2013, total loss/(gain) as a result of fair value measurement is approximately RMB 7,315, RMB 6,665 and RMB (912). For
the year ended December 31, 2012 and 2013, the Company made cash settlement of RMB 3,418 and RMB 9,650, respectively, for purpose
of reducing the principal amount that is associated with the interest rate swap arrangement due to the repayment of term loans
during the years.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
13. SHARE CAPITAL
As of December 31, 2012 and 2013, the authorized
share capital of the Company was US$ 1,000,000, divided into 200,000,000 ordinary shares.
On September 30, 2011, the Company issued
US$ 105,008 in equity, or 8,149,616 ordinary shares, to selling shareholders of Motel 168. The purchase price per ordinary share
was set at US$ 12.885 or US$ 25.77 per ADS. The total value amounted to RMB 667,314 (Note 6).
14. SHARE BASED
COMPENSATION
(a) Share options of the Company
On February 28, 2003, the Company adopted
a share option plan (“2003 Option Plan”) under which the directors of the Company may, at their discretion, grant
options to acquire ordinary shares to any senior executives (including directors) and employees of the Company and/or its subsidiaries.
Share options vest annually over a period of 4 years and once vested can be exercised within 5 years from the date of grant. The
2003 Option Plan provides for the issuance of options of the Company’s ordinary shares in the amount of up to 5% of total
ordinary and preferred shares outstanding. On May 30, 2005, the Company adopted a board resolution to increase shares reserved
under the share option plan to 6% of total ordinary and preferred shares outstanding. On March 30, 2006, the Company adopted a
shareholder resolution to increase shares reserved for the share options plan to 9% of total ordinary and preferred shares outstanding.
This represented 4,784,226 options based on the then outstanding ordinary shares, which have been fully issued.
On October 2, 2006, the Company adopted
a share incentive plan (“2006 Share Incentive Plan”) under which the directors of the Company may, at their discretion,
grant awards to employees and directors of the Company or any of our related entities, which include our subsidiaries or any entities
in which the Company holds a substantial ownership interest. Such awards include 1) share options; 2) restricted shares, which
represent non-transferable ordinary shares, that may be subject to forfeiture; 3) restricted share units, which represent the
right to receive the Company’s ordinary shares at a specified date in the future, which may be subject to forfeiture; 4)
share appreciation rights, which provide for payment to the grantee based upon increases in the price of our ordinary shares over
a set base price; and 5) dividend equivalent right, which represent the value of the dividends per share that the Company pay.
The term of an award shall not exceed 10 years from the date of the grant, except that 10 years is the maximum term of share option
granted. The term of each award will be stated in the award agreement. According to the annual general meetings on November 3,
2009 and September 15, 2011, the shareholders approved increases in the number of ordinary shares that may be granted under the
2006 Share Incentive Plan. As of December 31, 2013, the maximum number of ordinary shares permitted to be issued pursuant to awards
under the 2006 Share Incentive Plan is up to 15,062,194 options. The 2006 Share Incentive Plan will expire in 2016. The characteristics
of the awards granted during 2006 under this plan are similar to the awards granted under the 2003 Option Plan.
On February 24, 2011 and November 9, 2011,
the Company granted 1,919,000 and 317,000 share options to its employees under the 2006 Share Incentive Plan, which had a fair
value of US$ 8.0297 and US$ 7.4567 per option, respectively.
On February 15, 2012, March 1, 2012, March
12, 2012 and November 26, 2012, the Company granted 40,000, 18,000, 433,250 and 6,000 share options to its employees under the
2006 Share Incentive Plan, which had a fair value of US$7.1999, US$ 7.2419, US$ 6.3474 and US$5.2423 per option, respectively.
On January 1, 2013, April 15, 2013, June
8, 2013, June 17, 2013 and October 21, 2013, the Company granted 24,000, 420,750, 9,000, 12,000 and 6,000 share options to its
employees under the 2006 Share Incentive Plan, which had a fair value of US$ 5.8901, US$ 4.4827, US$ 5.0809, US$ 4.9788 and US$
6.0855 per option, respectively.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
The following summarizes the Company’s
share option activity under the 2003 Option Plan and 2006 Share Incentive Plan as of and for the years ended December 31, 2011,
2012 and 2013:
|
|
Options
|
|
|
Weighted
Average
Exercise Price
(US$)
|
|
|
Weighted-
average
remaining
contractual
life (years)
|
|
|
Aggregate
Intrinsic Value
(US$ millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of January 1, 2011
|
|
|
5,766,928
|
|
|
US$
|
9.3709
|
|
|
|
3.3
|
|
|
US$
|
64.06
|
|
Granted
|
|
|
2,236,000
|
|
|
US$
|
16.2501
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(794,182
|
)
|
|
US$
|
5.4085
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(122,076
|
)
|
|
US$
|
13.0759
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(6,000
|
)
|
|
US$
|
7.6418
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2011
|
|
|
7,080,670
|
|
|
US$
|
11.9253
|
|
|
|
3.09
|
|
|
US$
|
6.90
|
|
Vested and exercisable as of December 31, 2011
|
|
|
2,044,384
|
|
|
US$
|
7.8647
|
|
|
|
2.28
|
|
|
US$
|
10.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2011
|
|
|
7,080,670
|
|
|
US$
|
11.9253
|
|
|
|
3.09
|
|
|
US$
|
6.90
|
|
Granted
|
|
|
497,250
|
|
|
US$
|
13.6397
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(1,012,438
|
)
|
|
US$
|
4.1641
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(191,856
|
)
|
|
US$
|
12.5589
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(101,990
|
)
|
|
US$
|
16.5634
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2012
|
|
|
6,271,636
|
|
|
US$
|
13.2193
|
|
|
|
2.45
|
|
|
US$
|
7.72
|
|
Vested and exercisable as of December 31, 2012
|
|
|
2,924,886
|
|
|
US$
|
11.0185
|
|
|
|
1.89
|
|
|
US$
|
10.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2012
|
|
|
6,271,636
|
|
|
US$
|
13.2193
|
|
|
|
2.45
|
|
|
US$
|
7.72
|
|
Granted
|
|
|
471,750
|
|
|
US$
|
12.6852
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(2,906,664
|
)
|
|
US$
|
10.8219
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(228,876
|
)
|
|
US$
|
14.9943
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(35,250
|
)
|
|
US$
|
15.8295
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2013
|
|
|
3,572,596
|
|
|
US$
|
14.9599
|
|
|
|
2.20
|
|
|
US$
|
24.51
|
|
Vested and exercisable as of December 31, 2013
|
|
|
1,377,738
|
|
|
US$
|
14.3901
|
|
|
|
1.52
|
|
|
US$
|
10.24
|
|
The aggregate intrinsic value represents
the total intrinsic value based on the Company’s closing stock price of US$ 12.90, US$ 14.45 and US$ 21.82 per share as
of December 31, 2011, 2012 and 2013, respectively.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
The following is information relating to
options outstanding as of December 31, 2013:
|
|
|
|
|
Outstanding
|
|
|
Exercisable
|
|
Exercise price
|
|
Weighted-average
grant date fair
value of ordinary
shares
|
|
|
Number of shares
|
|
|
Weighted-
average
remaining
contractual
life (years)
|
|
|
Number of
shares
|
|
|
Weighted-
average
remaining
contractual
|
|
US$7.3300
|
|
US$
|
7.3300
|
|
|
|
287,400
|
|
|
|
0.53
|
|
|
|
287,400
|
|
|
|
0.53
|
|
US$13.290
|
|
US$
|
13.290
|
|
|
|
68,900
|
|
|
|
0.83
|
|
|
|
68,900
|
|
|
|
0.83
|
|
US$16.165
|
|
US$
|
16.165
|
|
|
|
787,900
|
|
|
|
1.21
|
|
|
|
429,774
|
|
|
|
1.21
|
|
US$20.515
|
|
US$
|
22.975
|
|
|
|
30,000
|
|
|
|
1.86
|
|
|
|
-
|
|
|
|
-
|
|
US$22.975
|
|
US$
|
22.975
|
|
|
|
107,000
|
|
|
|
1.86
|
|
|
|
53,400
|
|
|
|
1.86
|
|
US$16.355
|
|
US$
|
16.355
|
|
|
|
1,213,392
|
|
|
|
2.15
|
|
|
|
398,892
|
|
|
|
2.15
|
|
US$15.615
|
|
US$
|
15.615
|
|
|
|
248,500
|
|
|
|
2.85
|
|
|
|
98,500
|
|
|
|
2.85
|
|
US$15.275
|
|
US$
|
15.275
|
|
|
|
40,000
|
|
|
|
3.12
|
|
|
|
10,000
|
|
|
|
3.12
|
|
US$15.340
|
|
US$
|
15.340
|
|
|
|
4,500
|
|
|
|
3.16
|
|
|
|
-
|
|
|
|
-
|
|
US$13.430
|
|
US$
|
13.430
|
|
|
|
329,754
|
|
|
|
3.19
|
|
|
|
30,872
|
|
|
|
3.19
|
|
US$12.780
|
|
US$
|
12.780
|
|
|
|
4,500
|
|
|
|
3.90
|
|
|
|
-
|
|
|
|
-
|
|
US$14.640
|
|
US$
|
14.640
|
|
|
|
24,000
|
|
|
|
4.00
|
|
|
|
-
|
|
|
|
-
|
|
US$12.385
|
|
US$
|
12.385
|
|
|
|
399,750
|
|
|
|
4.29
|
|
|
|
-
|
|
|
|
-
|
|
US$14.735
|
|
US$
|
14.735
|
|
|
|
12,000
|
|
|
|
4.46
|
|
|
|
-
|
|
|
|
-
|
|
US$14.915
|
|
US$
|
14.915
|
|
|
|
9,000
|
|
|
|
4.44
|
|
|
|
-
|
|
|
|
-
|
|
US$18.470
|
|
US$
|
18.470
|
|
|
|
6,000
|
|
|
|
4.81
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
3,572,596
|
|
|
|
|
|
|
|
1,377,738
|
|
|
|
|
|
In connection with the share options granted
during the years ended December 31, 2011, 2012 and 2013, the Company recognized share-based compensation expense of RMB 76,535,
RMB 79,084 and RMB 56,264, respectively. As of December 31, 2013, there was RMB 56,106 of unrecognized share-based compensation
cost related to unvested share options which is expected to be recognized over a weighted average period of 1.94 years.
The Company calculated the estimated fair
value of share options on the date of grant using the Black-Scholes pricing model with the following assumptions:
|
|
|
2011
|
|
|
|
2012
|
|
|
|
2013
|
|
Risk-free interest rate
(1)
|
|
|
0.5128%
to 1.4348%
|
|
|
|
0.4418%
to 0.5960%
|
|
|
|
0.4218%
to 0.7875%
|
|
Expected life (years)
(2)
|
|
|
3.41 to 3.56
|
|
|
|
3.55 to 3.56
|
|
|
|
3.42 to 3.55
|
|
Expected dividend yield
(3)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Expected Volatility
(4)
|
|
|
67.01% to 69.38%
|
|
|
|
56.50% to 66.08%
|
|
|
|
44.65% to 55.24%
|
|
|
(1)
|
The risk-free interest rates are based on the US Treasury
yield for a term consistent with the expected life of the awards in effect at the time
of grant.
|
|
(2)
|
The expected life of share options is based on historical
exercise patterns, for options granted since 2009 which the Company has historical data
of and believes are representative of future behavior.
|
|
(3)
|
The Company has no history or expectation of paying dividends
on its ordinary shares.
|
|
(4)
|
For the year ended December 31, 2010, the Company estimated
the volatility of its ordinary shares at the date of grant based on the historical volatility
and implied volatility of comparable companies and itself for a period equal to time
from the grant date to the assumed exercised date of the respective options in accordance
with the vesting schedule. Since 2011, expected volatility is estimated based on the
Company's historical volatility for a period equivalent to the expected term preceding
the grant date.
|
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
(b) Restricted share units of the Company
In 2012 and 2013, the Company granted 1,055,940
and 956,526 restricted share units (“RSU”) to employees, respectively, under the 2006 Share Incentive Plan, which
vest annually over a period of 4 years since grant date.
The total share-based compensation cost
amounted to RMB 13,828 and RMB 28,193 for the year ended December 31, 2012 and 2013. As of December 31, 2013, there was RMB 102,846
unrecognized compensation cost, net of estimated forfeitures, related to unvested restricted shares, which are to be recognized
over a weighted average vesting period of 2.93 years. Total unrecognized compensation cost may be adjusted for further changes
in estimated forfeitures.
The following summarizes the Company’s
RSU activities as of and for the years ended December 31, 2012 and 2013:
|
|
RSUs
|
|
|
Weighted average grant
date fair value(US$)
|
|
|
Weighted-average
remaining contractual life
(years)
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of January 1, 2012
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Granted
|
|
|
1,055,940
|
|
|
US$
|
13.4705
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Forfeited
|
|
|
(88,666
|
)
|
|
US$
|
13.4552
|
|
|
|
|
|
Cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Outstanding as of December 31, 2012
|
|
|
967,274
|
|
|
US$
|
13.4510
|
|
|
|
4.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2012
|
|
|
967,274
|
|
|
US$
|
13.4510
|
|
|
|
4.26
|
|
Granted
|
|
|
956,526
|
|
|
US$
|
13.0755
|
|
|
|
|
|
Exercised
|
|
|
(235,882
|
)
|
|
US$
|
13.4599
|
|
|
|
|
|
Forfeited
|
|
|
(105,090
|
)
|
|
US$
|
12.9531
|
|
|
|
|
|
Cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Outstanding as of December 31, 2013
|
|
|
1,582,828
|
|
|
US$
|
13.2558
|
|
|
|
3.89
|
|
The following is information relating to
RSU outstanding as of December 31, 2013:
|
|
Outstanding
|
|
|
|
Number of shares
|
|
|
Weighted-average
remaining
contractual
life (years)
|
|
US$15.275
|
|
|
30,000
|
|
|
|
3.12
|
|
US$15.340
|
|
|
4,500
|
|
|
|
3.16
|
|
US$13.430
|
|
|
566,296
|
|
|
|
3.19
|
|
US$12.780
|
|
|
66,000
|
|
|
|
3.88
|
|
US$14.640
|
|
|
24,000
|
|
|
|
4.00
|
|
US$12.385
|
|
|
767,128
|
|
|
|
4.29
|
|
US$14.735
|
|
|
12,000
|
|
|
|
4.46
|
|
US$14.915
|
|
|
9,000
|
|
|
|
4.44
|
|
US$18.470
|
|
|
6,000
|
|
|
|
4.81
|
|
US$17.685
|
|
|
97,904
|
|
|
|
4.85
|
|
|
|
|
1,582,828
|
|
|
|
|
|
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
(c) Share options of the Yitel
In July 2012, the Board of Directors of
Yitel Hotel Management (Hong Kong) Limited (“Yitel”) passed a resolution to adopt Stock Option Plan (“the Yitel
Option Plan”) that provides for the granting of options to key employees of Yitel to acquire ordinary shares of Yitel at
a US$ 0.1 exercise price as determined by the Administrator or the Board at the time of grant. Upon this resolution, the Board
of Directors and shareholders authorized and reserved 14,862,000 ordinary shares for the issuance under the Yitel Option Plan.
In 2012 and 2013, the Board of Directors of Yitel passed resolutions to increase in the number of ordinary shares that may be
granted under the Yitel Option Plan. As of December 31, 2013, the maximum number of ordinary shares permitted to be issued pursuant
to awards under the Yitel Option Plan is up to 34,411,765 options.
On July 1, 2012, January 1, 2013, June
30, 2013 and December 31, 2013, Yitel granted 10,308,000, 1,610,000, 8,768,000 and 2,856,000 share options to its employees under
the Yitel Option Plan, which had a fair value of US$ 0.05, US$ 0.05, US$ 0.06 and US$ 0.06 per option, respectively.
The following summarizes Yitel’s
share option activity under the Yitel Option Plan as of and for the years ended December 31, 2012 and 2013:
|
|
Options
|
|
|
Weighted
Average
Exercise
Price (US$)
|
|
|
Weighted-
average
remaining
contractual life
(years)
|
|
|
Aggregate
Intrinsic
Value (US$
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of January 1, 2012
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Granted
|
|
|
10,308,000
|
|
|
US$
|
0.10
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(126,000
|
)
|
|
US$
|
0.10
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2012
|
|
|
10,182,000
|
|
|
US$
|
0.10
|
|
|
|
9.5
|
|
|
US$
|
0.10
|
|
Vested and exercisable as of December 31, 2012
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2012
|
|
|
10,182,000
|
|
|
US$
|
0.10
|
|
|
|
9.5
|
|
|
US$
|
0.10
|
|
Granted
|
|
|
13,234,000
|
|
|
US$
|
0.11
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(2,002,000
|
)
|
|
US$
|
0.10
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2013
|
|
|
21,414,000
|
|
|
US$
|
0.11
|
|
|
|
9.11
|
|
|
US$
|
0.46
|
|
Vested and exercisable as of December 31, 2013
|
|
|
2,227,000
|
|
|
|
-
|
|
|
|
8.50
|
|
|
US$
|
0.07
|
|
The aggregate intrinsic value represents
the total intrinsic value based on the fair value for the Yitel’s common share of US$ 0.11 and US$ 0.13 per share as of
December 31, 2012 and 2013, respectively.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
The following is information relating to
options outstanding as of December 31, 2013:
|
|
|
|
|
Outstanding
|
|
|
Exercisable
|
|
Exercise price
|
|
Weighted-average
grant date fair
value of ordinary
shares
|
|
|
Number of shares
|
|
|
Weighted-
average
remaining
contractual
life (years)
|
|
|
Number of
shares
|
|
|
Weighted-
average
remaining
contractual
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$0.10
|
|
US$
|
0.10
|
|
|
|
8,908,000
|
|
|
|
8.5
|
|
|
|
2,227,000
|
|
|
|
8.5
|
|
US$0.11
|
|
US$
|
0.11
|
|
|
|
1,456,000
|
|
|
|
9.0
|
|
|
|
-
|
|
|
|
-
|
|
US$0.11
|
|
US$
|
0.11
|
|
|
|
8,194,000
|
|
|
|
9.5
|
|
|
|
-
|
|
|
|
-
|
|
US$0.13
|
|
US$
|
0.13
|
|
|
|
2,856,000
|
|
|
|
10.0
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
21,414,000
|
|
|
|
|
|
|
|
2,227,000
|
|
|
|
|
|
Yitel granted the share options containing
an exercise price denominated in US$, which is not the functional currency of Yitel. Thus, those share options are accounted for
as liability awards that are remeasured at fair value with changes recognized in the consolidated statements of operations. Total
compensation cost in connection with Yitel hotel’s options was RMB 464 and RMB 1,558 for the years ended December 31, 2012
and 2013 respectively. Total liability balance associated with the awards, which was recorded as other liability, was RMB 464
and RMB 2,022 as of December 31, 2012 and 2013. There was no income tax benefit recognized in the statements of operations for
share-based compensation plans in the year ended December 31, 2013.
Under ASC 718, Yitel calculated the estimated
fair value of the liability awards at December 31, 2012 and 2013 using the Black-Scholes option pricing model with the following
assumptions:
|
|
As at December 31, 2012
|
|
|
As at December 31, 2013
|
|
Risk-free interest rate (per annum)
|
|
|
0.75% to 1.11%
|
|
|
|
1.39% to 2.45%
|
|
Expected life (years)
|
|
|
5.00 to 6.50
|
|
|
|
4.25 to 7.00
|
|
Expected dividend yield (%)
|
|
|
-
|
|
|
|
-
|
|
Expected volatility (%)
|
|
|
46% to 54%
|
|
|
|
49% to 53%
|
|
Fair value per ordinary share (US$)
|
|
|
0.11
|
|
|
|
0.13
|
|
Yitel estimated the expected volatility
at the date of grant based on average annualized standard deviation of the share price of comparable listed companies. Yitel has
no history or expectation of paying dividends on its ordinary shares. Yitel estimated the expected life based on the timing of
the expected public offering, the vesting schedule and the exercise period of the options. Risk-free interest rates are based
on the derived market yield of the US$ denominated Chinese Government bonds for the term approximating the expected life of award
at the time of grant.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
15. EARNINGS
PER SHARE
Basic earnings per share and diluted earnings per
share have been calculated as follows:
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) available to ordinary shareholders
|
|
|
351,531
|
|
|
|
(26,776
|
)
|
|
|
196,222
|
|
Dilutive effect of issuance and buy-back of convertible bonds
|
|
|
(845
|
)
|
|
|
-
|
|
|
|
-
|
|
Dilutive effect of issuance of convertible notes
|
|
|
(232,278
|
)
|
|
|
-
|
|
|
|
-
|
|
Net income/(loss) for diluted earnings
|
|
|
118,408
|
|
|
|
(26,776
|
)
|
|
|
196,222
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per share—weighted average ordinary shares outstanding
|
|
|
84,221,665
|
|
|
|
90,804,777
|
|
|
|
92,676,258
|
|
Dilutive effect of share options
|
|
|
1,951,850
|
|
|
|
-
|
|
|
|
741,386
|
|
Dilutive effect of convertible bonds
|
|
|
671,670
|
|
|
|
-
|
|
|
|
-
|
|
Dilutive effect of convertible notes
|
|
|
7,454,208
|
|
|
|
-
|
|
|
|
-
|
|
Denominator for diluted earnings per share
|
|
|
94,299,393
|
|
|
|
90,804,777
|
|
|
|
93,417,644
|
|
Basic earnings per share
|
|
|
4.17
|
|
|
|
(0.29
|
)
|
|
|
2.12
|
|
Diluted earnings per share
|
|
|
1.26
|
|
|
|
(0.29
|
)
|
|
|
2.10
|
|
For the year ended December 31, 2011,
outstanding stock options of 1,254,933 shares were excluded in the computation of diluted earnings per share due to their anti-dilutive
effect.
For the year ended December 31, 2011,
dilutive effect of issuance of convertible notes included gain on change in fair value of 198,547, foreign exchange gain on convertible
notes of 57,337 and related interest expenses of 23,606.
For the year ended December 31, 2012,
outstanding stock options of 1,382,531 shares and 7,454,208 ordinary shares issuable upon the conversion of convertible notes
were excluded in the computation of diluted earnings per share due to their anti-dilutive effect.
For the year ended December 31, 2013,
outstanding stock options of 1,783,636 shares were excluded in the computation of diluted earnings per share due to their anti-dilutive
effect.
For the year ended December 31, 2013,
7,454,208 ordinary shares issuable upon the conversion of convertible notes were excluded in the computation of diluted earnings
per share due to their anti-dilutive effect.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
16. RELATED
PARTY TRANSACTIONS
Nature of related parties:
|
|
Relationship with the Company
|
BTG
|
|
Parent company of Poly Victory Investments Limited
|
Ctrip.com International, Ltd.
|
|
Principal shareholder of the Company, common directors
|
JianGuo Inns
|
|
A subsidiary of BTG
|
Shanghai XinZhi Trading Co., Ltd.
|
|
Non controlling interests of subsidiary
|
Fujian Yun Tong Co., Ltd.
|
|
Non controlling interests of subsidiary
|
Shanghai Dinuo Co., Ltd.
|
|
Non controlling interests of subsidiary
|
Sun Yan
|
|
Non controlling interests of subsidiary
|
Xiamen Shuiwu Co., Ltd.
|
|
Non controlling interests of subsidiary
|
Transactions with related parties:
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Agency fees paid to Ctrip.com International, Ltd.
|
|
|
17,661
|
|
|
|
35,932
|
|
|
|
38,710
|
|
Rental fees paid to JianGuo Inns
|
|
|
2,800
|
|
|
|
2,050
|
|
|
|
1,800
|
|
Some customers book hotel rooms through
Ctrip.com International, Ltd. and the Company pays agency fees to Ctrip.com International, Ltd. for such bookings. Agency fees
paid to Ctrip.com International, Ltd. for the years ended December 31, 2011, 2012 and 2013 are presented as above.
JianGuo Inns has been the lessor of certain
leased-and-operated hotels in Home inns chain. Total rental fees paid to JianGuo Inns for the years ended December 31, 2011, 2012
and 2013 are presented as above.
As of December 31, significant balances
with related parties are as follows:
Due from related parties:
|
|
|
|
|
|
|
|
|
2012
|
|
|
2013
|
|
Shanghai XinZhi Trading Co., Ltd.
|
|
|
2,457
|
|
|
|
2,894
|
|
Fujian Yun Tong Co., Ltd.
|
|
|
1,766
|
|
|
|
1,408
|
|
Xiamen Shuiwu Co., Ltd.
|
|
|
220
|
|
|
|
980
|
|
Shanghai Dinuo Co., Ltd.
|
|
|
1,425
|
|
|
|
136
|
|
Sun Yan
|
|
|
950
|
|
|
|
91
|
|
|
|
|
6,818
|
|
|
|
5,509
|
|
The amount due from all the related parities
represented the advance payment for dividends.
Due to related parties:
|
|
|
|
|
|
|
|
|
2012
|
|
|
2013
|
|
Ctrip.com International, Ltd.
|
|
|
3,798
|
|
|
|
3,029
|
|
The amounts due from and due to related
parties as of December 31, 2012 and 2013 mainly arose from the above transactions and payments made by the Company and related
parties on behalf of each other. These amounts are not collateralized, free of interest and receivable or payable on demand.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
17. OBLIGATIONS
UNDER FINANCE LEASES
The Company has entered into finance leases
for certain electronic equipment with 3-year payment terms. The following is an analysis of the leased property under finance
lease:
|
|
December 31, 2013
|
|
|
|
|
|
Electronic equipment
|
|
|
19,696
|
|
Less: Accumulated depreciation
|
|
|
(11,051
|
)
|
Total
|
|
|
8,645
|
|
The following is a schedule of future
minimum lease payments under finance leases together with the present value of the net minimum lease payments as of December 31,
2013:
|
|
December 31, 2013
|
|
|
|
|
|
2014
|
|
|
1,407
|
|
Total minimum lease payments
|
|
|
1,407
|
|
Less: Amount representing interest
|
|
|
(31
|
)
|
Present value of net minimum lease payments
|
|
|
1,376
|
|
|
|
|
|
|
Analysis as:
|
|
|
|
|
Current
|
|
|
1,376
|
|
Non Current
|
|
|
-
|
|
|
|
|
1,376
|
|
The above finance lease obligations are
current as at December 31, 2013 and included in finance lease liabilities in the balance sheet.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
18. COMMITMENTS AND CONTINGENCIES
(a) Capital commitments
As of December 31, 2013, the Group’s
commitments related to the construction of headquarter located in Wujiang, leasehold improvements, and installation of machinery
and equipment for the hotel operations amounted to RMB 192,132.
(b) Commitments under operating leases
The Group has entered into lease agreements
relating to leased-and-operated hotels that are classified as operating leases.
Future minimum lease payments for non-cancelable
operating leases at December 31 are as follows:
|
|
Related party
|
|
|
Non-related party
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
1,800
|
|
|
|
1,610,649
|
|
|
|
1,612,449
|
|
2015
|
|
|
1,800
|
|
|
|
1,626,001
|
|
|
|
1,627,801
|
|
2016
|
|
|
1,650
|
|
|
|
1,624,820
|
|
|
|
1,626,470
|
|
2017
|
|
|
500
|
|
|
|
1,614,357
|
|
|
|
1,614,857
|
|
2018
|
|
|
-
|
|
|
|
1,561,837
|
|
|
|
1,561,837
|
|
Thereafter
|
|
|
-
|
|
|
|
8,741,346
|
|
|
|
8,741,346
|
|
Total
|
|
|
5,750
|
|
|
|
16,779,010
|
|
|
|
16,784,760
|
|
Rental expenses amounted to RMB 937,145,
RMB 1,489,333 and RMB 1,612,201 during the years ended December 31, 2011, 2012 and 2013, respectively.
(c) Contingencies
As of December 31, 2013 the Group had
no significant outstanding contingencies that are likely to have a material impact on our financial condition, results of operations,
liquidity or cash flows.
19. SUBSEQUENT EVENT
The Group has signed a legally binding
memorandum of understanding to acquire 100% ownership of Yunshang Siji Hotel Management Company ("Yunshang Siji") from
Kunming Department Store (Group) Co., Ltd., a publicly listed company in the domestic A-share market, for a cash purchase price
of RMB 230 million, subject to satisfactory due diligence and customary purchase price adjustments. The transaction was expected
to close on April 30, 2014.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
20. ADDITIONAL INFORMATION-FINANCIAL STATEMENTS SCHEDULE
I
The separate financial statements of the
Company as presented below have been prepared in accordance Securities and Exchange Commission Regulation S-X Rule 5-04 and Rule
12-04 and present the Company’s investments in its subsidiaries under the equity method of accounting. Such investments
are presented on the separate balance sheets of the Company as ‘Investments in subsidiaries.” The Company was incorporated
in May 2006 and immediately became the parent company of Home Inns & Hotels Management (Hong Kong) Limited and its operating
subsidiaries. The financial statements have been prepared as if the Company had been in existence since January 1, 2006. Subsidiaries
income or loss is included as the Company’s “Share of income from subsidiaries” on the statements of operations.
The subsidiaries did not pay any dividend to the Company for the periods presented.
The Company did not have any significant
commitments or guarantees as of December 31, 2012 and 2013.
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
US$ thousands
(Note 2(d))
|
|
Statements of operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
(61,783
|
)
|
|
|
(7,901
|
)
|
|
|
(8,298
|
)
|
|
|
(1,371
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(61,783
|
)
|
|
|
(7,901
|
)
|
|
|
(8,298
|
)
|
|
|
(1,371
|
)
|
Share of income from subsidiaries
|
|
|
239,217
|
|
|
|
190,404
|
|
|
|
378,222
|
|
|
|
62,479
|
|
Interest income
|
|
|
8,095
|
|
|
|
889
|
|
|
|
189
|
|
|
|
31
|
|
Interest expense
|
|
|
(45,945
|
)
|
|
|
(118,515
|
)
|
|
|
(49,843
|
)
|
|
|
(8,233
|
)
|
Accelerated fee amortization on early extinguishment of
long-term loans
|
|
|
-
|
|
|
|
-
|
|
|
|
(41,872
|
)
|
|
|
(6,917
|
)
|
Gain/(loss) on change in fair value of convertible notes
|
|
|
198,547
|
|
|
|
(87,099
|
)
|
|
|
(133,404
|
)
|
|
|
(22,037
|
)
|
Foreign exchange gain, net
|
|
|
19,194
|
|
|
|
1,969
|
|
|
|
50,316
|
|
|
|
8,312
|
|
Gain on buy-back of convertible bonds
|
|
|
1,521
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Non-operating income
|
|
|
-
|
|
|
|
-
|
|
|
|
912
|
|
|
|
151
|
|
Non-operating expenses
|
|
|
(7,315
|
)
|
|
|
(6,665
|
)
|
|
|
-
|
|
|
|
-
|
|
Income/(loss) before income tax expense
|
|
|
351,531
|
|
|
|
(26,918
|
)
|
|
|
196,222
|
|
|
|
32,415
|
|
Income tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net income/(loss)
|
|
|
351,531
|
|
|
|
(26,918
|
)
|
|
|
196,222
|
|
|
|
32,415
|
|
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
|
|
2012
|
|
|
2013
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
US$ thousands
|
|
|
|
|
|
|
|
|
|
(Note 2(d))
|
|
Balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
45,700
|
|
|
|
224,425
|
|
|
|
37,072
|
|
Restricted cash
|
|
|
205,731
|
|
|
|
161,494
|
|
|
|
26,677
|
|
Receivables from related parties
|
|
|
87
|
|
|
|
87
|
|
|
|
14
|
|
Prepayments and other current assets
|
|
|
3,786
|
|
|
|
20,855
|
|
|
|
3,445
|
|
Total current assets
|
|
|
255,304
|
|
|
|
406,861
|
|
|
|
67,208
|
|
Investments in subsidiaries (a)
|
|
|
5,639,123
|
|
|
|
6,050,335
|
|
|
|
999,444
|
|
Other assets
|
|
|
42,831
|
|
|
|
-
|
|
|
|
-
|
|
Total assets
|
|
|
5,937,258
|
|
|
|
6,457,196
|
|
|
|
1,066,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term loans
|
|
|
12,571
|
|
|
|
-
|
|
|
|
-
|
|
Other payables and accruals
|
|
|
165,111
|
|
|
|
155,153
|
|
|
|
25,629
|
|
Total current liabilities
|
|
|
177,682
|
|
|
|
155,153
|
|
|
|
25,629
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term loans
|
|
|
735,404
|
|
|
|
713,337
|
|
|
|
117,835
|
|
Financial liability
|
|
|
1,066,771
|
|
|
|
1,157,295
|
|
|
|
191,172
|
|
Total liabilities
|
|
|
1,979,857
|
|
|
|
2,025,785
|
|
|
|
334,636
|
|
Shareholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares (US$ 0.005 par value; 200,000,000 shares authorized,
91,672,320 and 94,814,866 shares issued and outstanding as of December 31, 2012 and 2013, respectively)
|
|
|
3,574
|
|
|
|
3,671
|
|
|
|
606
|
|
Additional paid-in capital
|
|
|
2,802,905
|
|
|
|
3,080,596
|
|
|
|
508,878
|
|
Retained earnings
|
|
|
1,150,922
|
|
|
|
1,347,144
|
|
|
|
222,532
|
|
Total shareholders' equity
|
|
|
3,957,401
|
|
|
|
4,431,411
|
|
|
|
732,016
|
|
Total liabilities and shareholders' equity
|
|
|
5,937,258
|
|
|
|
6,457,196
|
|
|
|
1,066,652
|
|
(a) Investments in subsidiaries include
the amounts contributed to Home Inns HK by the Company for Home Inns HK’s investments in PRC subsidiaries, and share options
of the Company contributed to its Hong Kong and PRC subsidiaries as their employees’ share-based compensation.
HOME INNS & HOTELS MANAGEMENT INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(Amounts expressed in RMB in thousands,
except share and per share data and where otherwise stated)
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
US$ thousands
(Note 2(d))
|
|
Statements of Cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss)
|
|
|
351,531
|
|
|
|
(26,918
|
)
|
|
|
196,222
|
|
|
|
32,415
|
|
Adjustments to reconcile net income to net cash provided
by/(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of upfront fee of term loan
|
|
|
5,726
|
|
|
|
43,060
|
|
|
|
42,831
|
|
|
|
7,075
|
|
Share of income from subsidiaries
|
|
|
(239,217
|
)
|
|
|
(190,404
|
)
|
|
|
(378,222
|
)
|
|
|
(62,479
|
)
|
Foreign exchange gain, net
|
|
|
(19,194
|
)
|
|
|
(1,969
|
)
|
|
|
(50,316
|
)
|
|
|
(8,312
|
)
|
Gain on buy-back of convertible bonds
|
|
|
(1,521
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
(Gain)/loss on change in fair value of convertible
notes
|
|
|
(198,547
|
)
|
|
|
87,099
|
|
|
|
133,404
|
|
|
|
22,037
|
|
Loss/(gain) from fair value change of interest rate
swap transaction
|
|
|
7,315
|
|
|
|
6,665
|
|
|
|
(912
|
)
|
|
|
(151
|
)
|
Change in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease in receivables from related parties
|
|
|
(241
|
)
|
|
|
154
|
|
|
|
-
|
|
|
|
-
|
|
Decrease/(increase) in prepayments and other current assets
|
|
|
540
|
|
|
|
(2,750
|
)
|
|
|
(17,069
|
)
|
|
|
(2,819
|
)
|
Decrease in payables to related parties
|
|
|
(163,258
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
(Decrease)/increase in other payables and accruals
|
|
|
(4,630
|
)
|
|
|
6,444
|
|
|
|
3,574
|
|
|
|
591
|
|
Net cash used in operating activities
|
|
|
(261,496
|
)
|
|
|
(78,619
|
)
|
|
|
(70,488
|
)
|
|
|
(11,643
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (paid to)/received from restricted cash – escrow account and interest reserve account
|
|
|
(202,323
|
)
|
|
|
(3,703
|
)
|
|
|
30,219
|
|
|
|
4,992
|
|
Cash paid for the acquisition of Motel 168
|
|
|
(2,031,421
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
(Investments in) / returns from subsidiaries
|
|
|
(53,319
|
)
|
|
|
798,605
|
|
|
|
51,466
|
|
|
|
8,501
|
|
Cash flows (used in)/ provided by investing activities:
|
|
|
(2,287,063
|
)
|
|
|
794,902
|
|
|
|
81,685
|
|
|
|
13,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from share option exercise
|
|
|
28,173
|
|
|
|
26,615
|
|
|
|
193,332
|
|
|
|
31,936
|
|
Buy-back of convertible bonds
|
|
|
(45,507
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Repayment of convertible bonds
|
|
|
-
|
|
|
|
(111,945
|
)
|
|
|
-
|
|
|
|
-
|
|
Proceeds from loans, net of upfront fee
|
|
|
1,525,176
|
|
|
|
-
|
|
|
|
723,025
|
|
|
|
119,435
|
|
Repayment of short-term borrowings
|
|
|
-
|
|
|
|
(760,949
|
)
|
|
|
(735,467
|
)
|
|
|
(121,490
|
)
|
Cash settlement of interest swap transaction
|
|
|
-
|
|
|
|
(3,418
|
)
|
|
|
(9,650
|
)
|
|
|
(1,594
|
)
|
Payment for upfront fee of loan
|
|
|
(91,617
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net cash provided by/(used in)financing activities
|
|
|
1,416,225
|
|
|
|
(849,697
|
)
|
|
|
171,240
|
|
|
|
28,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash and
cash equivalents
|
|
|
(52,334
|
)
|
|
|
(2,467
|
)
|
|
|
(3,712
|
)
|
|
|
(614
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents
|
|
|
(1,184,668
|
)
|
|
|
(135,881
|
)
|
|
|
178,725
|
|
|
|
29,523
|
|
Cash and cash equivalents, beginning of year
|
|
|
1,366,249
|
|
|
|
181,581
|
|
|
|
45,700
|
|
|
|
7,549
|
|
Cash and cash equivalents, end of the year
|
|
|
181,581
|
|
|
|
45,700
|
|
|
|
224,425
|
|
|
|
37,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for interest
|
|
|
(33,848
|
)
|
|
|
(77,706
|
)
|
|
|
(49,485
|
)
|
|
|
(8,174
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental schedule of non-cash investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid consideration related to the acquisition of Motel 168
|
|
|
143,728
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Issuance of ordinary shares related to the acquisition of Motel 168
|
|
|
667,314
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|