UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
Amendment No. 2
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities
Exchange Act of 1934)
7 Days Group Holdings Limited
(Name of Issuer)
7 Days Group Holdings Limited
Keystone Lodging Holdings Limited
Keystone Lodging Company Limited
Keystone Lodging Acquisition Limited
Boquan He
Nanyan Zheng
Prototal Enterprises Limited
Fortune News International Limited
Keystone Asia Holdings Limited
Carlyle Asia Partners III, L.P.
SCC Growth 2010-Peak Holdco, Ltd.
Sequoia Capital China Growth 2010 Fund,
L.P.
Sequoia Capital China Growth 2010 Partners
Fund, L.P.
Sequoia Capital China Growth 2010 Principals
Fund, L.P.
Happy Travel Limited
Actis LLP
Meng Ann Lim
(Name of Persons Filing Statement)
Ordinary Shares, par value $0.125 per
share
American Depositary Shares, each representing
three Ordinary Shares
(Title of Class of Securities)
81783J101
1
(CUSIP Number of Class of Securities)
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1
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This
CUSIP number applies
to the Issuer’s
American Depositary
Shares, each of which
represents three Ordinary
Shares. No CUSIP has
been assigned to the
Ordinary Shares.
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Haibing Wu, Chief Financial Officer
7 Days Group Holdings Limited
5C-11 Creative Industry Zone, 397 Xin Gang Zhong Road
Guangzhou, Guangdong 510310
The People’s Republic of China
Facsimile: +86-20-8922-6707
Boquan He
Prototal Enterprises Limited
Floor 32, Metro Plaza
183-187, Tianhe Road North
Guangzhou, Guangdong 510620
The People's Republic of China
Tel: +86 20 8755 3248
Nanyan Zheng
Fortune News International Limited
c/o 7 Days Group Holdings Limited
5C-11 Creative Industry Zone, 397 Xin
Gang Zhong Road
Guangzhou, Guangdong 510310
The People’s Republic of China
Tel: +86 20 8399 5777
Keystone Asia Holdings Limited
Carlyle Asia Partners III, L.P.
Suite 2801, Level 28 Two Pacific Place
88 Queensway, Hong Kong
Tel: +852 2878 7000
SCC Growth 2010-Peak Holdco, Ltd.
Sequoia Capital China Growth 2010 Fund,
L.P.
Sequoia Capital China Growth 2010 Partners
Fund, L.P.
Sequoia Capital China Growth 2010 Principals
Fund, L.P.
Suite 2215, 22/F Two Pacific Place
88 Queensway, Hong Kong
Tel: +852 2501 8989
Happy Travel Limited
Actis LLP
2 More London Riverside
London UK SE1 2JT
Tel: +44 20 7234 5000
Meng Ann Lim
16 Collyer Quay
#29-01
Singapore 049318
Tel: +65 6416 6400
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement)
with copies to:
Baker
&McKenzie
23rd Floor, One Pacific Place, 88 Queensway
Hong Kong
Attention: Brian Spires
Facsimile: +852 2845 0476
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Skadden, Arps, Slate, Meagher
& Flom LLP
30th Floor, China World Office 2
1 Jianguomenwai Avenue
Beijing 100004, PRC
Attention: Peter Huang / Daniel Dusek
Facsimile: +86 (10) 6535 5577
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Latham & Watkins LLP
18th Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
Attention: Timothy M. Gardner
/ Karen M. Yan
Facsimile: +852 2912 2600 /
+86 21 6101 6001
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O’Melveny & Myers
LLP
37th Floor, Plaza 66, 1266 Nanjing
Road West
Shanghai, 200040
People’s Republic of China
Attention: Kurt Berney
Facsimile: +86 (21) 2307 7300
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This statement is filed in connection with (check the appropriate
box):
a.
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¨
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The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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¨
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The filing of a registration statement under the Securities Act
of 1933.
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c.
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¨
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A tender offer.
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d.
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þ
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None of the above.
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Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
£
Check
the following box if the filing is a final amendment reporting the results of the transaction:
¨
CALCULATION OF FILING FEE
TRANSACTION
VALUATION*
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AMOUNT
OF FILING FEE**
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$364,737,928
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$49,750
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*
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Calculated solely for the purpose of determining the filing fee
in accordance with Rule 0-11(b)(1) under the Securities Exchange Act
of 1934, as amended. The filing fee is calculated based on the sum of
(A) the aggregate cash payment for the proposed per share cash payment
of $4.60 for 73,643,478 outstanding ordinary shares (including shares
represented by the American depositary shares) of the issuer subject
to the transaction, (B) the product of 10,106,709 ordinary shares issuable
under all the Company's vested options to purchase ordinary shares multiplied
by $2.39 per share (which is the difference between $4.60 per share
merger consideration and the weighted average exercise price of approximately
$2.21 per share), and (C) the product of 1,668,504 ordinary shares issuable
under all the Company's unvested options to purchase ordinary shares
that will vest within one year after the completion of the transaction
multiplied by $1.09 per share (which is the difference between $4.60
per share merger consideration and the weighted average exercise price
of approximately $3.51 per share).
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**
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The amount of the filing fee, calculated in accordance with Exchange
Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee
Rate Advisory #1 for Fiscal Year 2013 was calculated by multiplying
the transaction value by 0.0001364.
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£
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Check
box
if
any
part
of
the
fee
is
offset
as
provided
by
Rule
0-11(a)(2)
and
identify
the
filing
with
which
the
offsetting
fee
was
previously
paid.
Identify
the
previous
filing
by
registration
statement
number,
or
the
Form
or
Schedule
and
the
date
of
its
filing.
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Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date
Filed:
TABLE OF CONTENTS
ITEM 1. Summary Term Sheet
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4
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ITEM 2. Subject Company Information
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4
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ITEM 3. Identity and Background of Filing Persons
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5
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ITEM 4. Terms of the Transaction
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5
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ITEM 5. Past Contacts, Transactions, Negotiations and Agreements
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6
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ITEM 6. Purposes of the Transaction and Plans or Proposals
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7
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ITEM 7. Purposes, Alternatives, Reasons and Effects
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7
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ITEM 8. Fairness of the Transaction
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8
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ITEM 9. Reports, Opinions, Appraisals and Negotiations
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9
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ITEM 10. Source and Amounts of Funds or Other Consideration
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10
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ITEM 11. Interest in Securities of the Subject Company
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10
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ITEM 12. The Solicitation or Recommendation
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10
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ITEM 13. Financial Statements
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11
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ITEM 14 Persons/Assets, Retained, Employed, Compensated or
Used.
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11
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ITEM 15. Additional Information
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11
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ITEM 16. Exhibits
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11
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INTRODUCTORY STATEMENT
This amendment No. 2 (the “Amendment”)
to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this "Transaction Statement"),
is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively,
the "Filing Persons"): (a) 7 Days Group Holdings Limited, a Cayman Islands company (the "Company"), the issuer
of the ordinary shares, par value $0.125 per share (each, a "Share" and collectively, the "Shares"), including
the Shares represented by the American depositary shares ("ADSs"), each representing three Shares, that is subject to
the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Keystone Lodging Holdings Limited ("Holdco"), an exempted
company with limited liability incorporated in the Cayman Islands; (c) Keystone Lodging Company Limited ("Parent"), an
exempted company with limited liability incorporated in the Cayman Islands; (d) Keystone Lodging Acquisition Limited ("Merger
Sub"), an exempted company with limited liability incorporated in the Cayman Islands; (e) Mr. Boquan He, one of the founders
and the co-chairman of the board of directors of the Company; (f) Mr. Nanyan Zheng, one of the founders and the co-chairman of
the board of directors of the Company; (g) Prototal Enterprises Limited, a company incorporated in the British Virgin Islands;
(h) Fortune News International Limited, a company incorporated in the British Virgin Islands; (i) Keystone Asia Holdings Limited,
an exempted company with limited liability incorporated in the Cayman Islands; (j) Carlyle Asia Partners III, L.P., a Cayman Islands
limited partnership ("Carlyle Asia Partners", and, together with Keystone Asia Holdings Limited, the "Carlyle Filing
Persons"); (k) SCC Growth 2010-Peak Holdco, Ltd., an exempted company with limited liability incorporated in the Cayman Islands
("SC Holdings"); (l) Sequoia Capital China Growth 2010 Fund, L.P., a Cayman Islands limited partnership ("SCCG 2010
Fund"); (m) Sequoia Capital China Growth 2010 Partners Fund, L.P., a Cayman Islands limited partnership ("SCCG 2010 Partners
Fund"); (n) Sequoia Capital China Growth 2010 Principals Fund, L.P., a Cayman Islands limited partnership; ("SCCG 2010
Principals Fund" and, together with SC Holdings, SCCG 2010 Fund and SCCG 2010 Partners Fund, the "Sequoia Filing Persons");
(o) Happy Travel Limited, a company incorporated in Mauritius ("Happy Travel"); (p) Actis LLP, an English limited liability
partnership ("Actis" and, together with Happy Travel, the "Actis Filing Persons") and (q) Meng Ann Lim, a director
of the Company and an affiliate of Actis. This Amendment amends and restates in its entirety information set forth in the Transaction
Statement.
This Amendment relates to the agreement
and plan of merger dated as of February 28, 2013 (the "Merger Agreement"), by and among the Company, Holdco, Parent and
Merger Sub, which includes a plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially
in the form attached as Annex A to the Merger Agreement (the "plan of merger"), providing for the merger of Merger Sub
with and into the Company (the "Merger"), with the Company continuing as the surviving corporation after the Merger as
a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement,
at the effective time of the Merger, except as described below, holders of the Shares, including Shares represented by ADSs, will
have the right to receive $4.60 per Share or $13.80 per ADS, in each case in cash without interest and net of any applicable withholding
taxes. The following Shares (including Shares represented by ADSs) will not be converted into the right to receive the consideration
described in the immediately preceding sentence: (a) certain Shares (including Shares represented by ADSs) beneficially owned
by the Filing Persons and certain other existing shareholders who are rolling over some or all of their stake in the Company and
Shares (including ADSs corresponding to such Shares) held by the depositary of the Company’s ADS program and reserved for
issuance and allocation pursuant to the Company’s share incentive plan (collectively, the "Excluded Shares"), all
of which will be cancelled at the effective time of the Merger for no consideration, and (b) Shares beneficially owned by shareholders
who have validly exercised and have not effectively withdrawn or lost their dissenters’ rights pursuant to Section 238 of
the Cayman Islands Companies Law (the "Dissenting Shares"), which will be cancelled at the effective time of the merger
for the right to receive the fair value of such Shares as determined in accordance with the provisions of the Cayman Islands Companies
Law.
At the effective time of the Merger, (i)
each vested option to purchase Shares and (ii) each unvested option to purchase Shares that will vest within one year after the
effective time, in each case, granted pursuant to the Company’s 2007 Employee Share Incentive Plan (and all amendments and
modifications thereto) will be cancelled and each former holder of such option will be paid by the surviving corporation or one
of its subsidiaries, as soon as practicable (and in any event no more than five business days) after the effective time, a cash
amount equal to the product of (i) the amount by which US$4.60 exceeds the exercise price per Share of such option and (ii) the
number of Shares underlying such option, without interest and net of any applicable withholding taxes. If the exercise price per
Share of any such option is equal to or greater than US$4.60, such option will be cancelled without any payment therefor. Each
unvested option to purchase Shares that will not vest within one year after the effective time granted pursuant to the Company’s
2007 Employee Share Incentive Plan (and all amendments and modifications thereto) will be cancelled and, as soon as practicable
(and in any event no more than five business days) after the effective time, converted into an option to purchase the same number
of ordinary shares of Holdco as the number of Shares underlying such option with the same vesting schedule, exercise price and
other key terms as those of such option. Within one month after the vesting of such option, the holder of such option may elect
to receive a cash settlement as soon as practicable, without interest and net of any applicable withholding taxes, from Holdco,
or at the direction of Holdco, any affiliate of Holdco, in an amount equal to the product of (i) the amount by which US$4.60 exceeds
the exercise price per Share of such option and (ii) the number of ordinary shares of Holdco underlying such option.
The Merger remains subject to the satisfaction
or waiver of the conditions set forth in the Merger Agreement, including obtaining the approval and authorization of the shareholders
of the Company by a special resolution passed by the affirmative vote of the shareholders representing two-thirds or more of the
Shares present and voting in person or by proxy as a single class at the extraordinary general meeting of shareholders of the
Company held in accordance with its memorandum and articles of association.
The Company will make available to its
shareholders a proxy statement (the "Proxy Statement," a copy of which is attached as Exhibit (a)(1) hereto), relating
to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and
vote upon, among other proposals, a proposal to approve and authorize the Merger Agreement, the plan of merger and the transactions
contemplated thereby, including the Merger. As of the date hereof, the Proxy Statement is in preliminary form and is subject to
completion.
The cross-references below are being supplied
pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement (or such other document incorporated
herein by reference) of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General
Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated
in its entirety herein by this reference, and the responses to each item in this Amendment are qualified in their entirety by
the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined in this Amendment
shall have the meanings given to them in the Proxy Statement.
All information contained in this Amendment
concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, has supplied any
information with respect to any other Filing Person.
ITEM 1. Summary Term Sheet
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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•
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"Questions and Answers about the Extraordinary General
Meeting and the Merger"
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ITEM 2. Subject Company Information
(a)
Name and Address.
The information set
forth in the Proxy Statement under the following caption is incorporated herein by reference:
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•
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"Summary Term Sheet—The Parties Involved in the
Merger"
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(b)
Securities.
The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
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•
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"Questions and Answers about the Extraordinary General
Meeting and the Merger"
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•
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"The Extraordinary General Meeting - Record Date; Shares
and ADSs Entitled to Vote"
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•
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"Security Ownership of Certain Beneficial Owners and
Management of the Company"
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(c)
Trading Market and Price.
The information
set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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•
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"Market Price of the ADSs, Dividends and Other Matters"
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(d)
Dividends.
The information set forth
in the Proxy Statement under the following caption is incorporated herein by reference:
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•
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"Market Price of the ADSs, Dividends and Other Matters"
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(e)
Prior Public Offerings.
The information
set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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•
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"Transactions in the Shares and ADSs"
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(f)
Prior Stock Purchases.
The information
set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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•
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"Transactions in the Shares and ADSs"
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ITEM 3. Identity and Background of
Filing Persons
(a)
Name and Address.
7 Days Group Holdings
Limited is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
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"Summary Term Sheet—The Parties Involved in the
Merger"
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•
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"Annex D—Directors and Executive Officers of
Each Filing Person"
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(b)
Business and Background of Entities.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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"Summary Term Sheet—The Parties Involved in the
Merger"
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•
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"Annex D—Directors and Executive Officers of
Each Filing Person"
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(c)
Business and Background of Natural Persons.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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•
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"Summary Term Sheet—The Parties Involved in the
Merger"
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•
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"Annex D—Directors and Executive Officers of
Each Filing Person"
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ITEM 4. Terms of the Transaction
(a)-(1)
Material Terms—Tender Offers.
Not applicable.
(a)-(2)
Material Terms—Merger or Similar
Transactions.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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"Questions and Answers about the Extraordinary General
Meeting and the Merger"
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•
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"The Extraordinary General Meeting"
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•
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"Special Factors—Certain Material U.S. Federal
Income Tax Consequences"
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•
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"Annex A—Agreement and Plan of Merger"
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(c)
Different Terms.
The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
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"Summary Term Sheet—Interests of Certain Persons
in the Merger"
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•
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"Special Factors—Effects of the Merger on the
Company"
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•
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"Special Factors—Interests of Certain Persons
in the Merger"
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•
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"The Extraordinary General Meeting—Proposals
to Be Considered at the Extraordinary General Meeting"
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•
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"Annex A—Agreement and Plan of Merger"
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(d)
Appraisal Rights.
The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
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"Summary Term Sheet—Dissenters’ Rights
of Shareholders and ADS Holders"
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•
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"Questions and Answers about the Extraordinary General
Meeting and the Merger"
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•
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"Annex C—Cayman Islands Companies Law (2012 Revision)
– Section 238"
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(e)
Provisions for Unaffiliated Security Holders.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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"Provisions for Unaffiliated Security Holders"
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(f)
Eligibility of Listing or Trading.
Not
applicable.
ITEM 5. Past Contacts, Transactions,
Negotiations and Agreements
(a)
Transactions.
The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
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"Special Factors—Related Party Transactions"
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•
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"Transactions in the Shares and ADSs"
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(b)
Significant Corporate Events.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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"Special Factors—Background of the Merger"
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"Special Factors—Reasons for the Merger and Recommendation
of Our Board of Directors"
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•
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"Special Factors—Purpose of and Reasons for the
Merger"
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•
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"Special Factors—Interests of Certain Persons
in the Merger"
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•
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"Annex A—Agreement and Plan of Merger"
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(c)
Negotiations or Contacts.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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"Special Factors—Background of the Merger"
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"Special Factors—Interests of Certain Persons
in the Merger"
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•
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"Annex A—Agreement and Plan of Merger"
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(e)
Agreements Involving the Subject Company’s
Securities.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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"Summary Term Sheet—Plans for the Company after
the Merger"
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"Summary Term Sheet—Financing of the Merger"
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•
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"Summary Term Sheet—Share Ownership of the Company
Directors and Officers and Voting Commitments"
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•
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"Special Factors—Background of the Merger"
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•
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"Special Factors—Plans for the Company after
the Merger"
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•
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"Special Factors—Financing"
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•
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"Special Factors—Interests of Certain Persons
in the Merger"
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•
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"Special Factors—Voting by the Rollover Shareholders
at the Extraordinary General Meeting"
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•
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"Transactions in the Shares and ADSs"
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•
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"Annex A—Agreement and Plan of Merger"
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ITEM 6. Purposes of the Transaction
and Plans or Proposals
(b)
Use of Securities Acquired.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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•
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"Questions and Answers about the Extraordinary General
Meeting and the Merger"
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•
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"Special Factors—Purpose of and Reasons for the
Merger"
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•
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"Special Factors—Effects of the Merger on the
Company"
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•
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"Annex A—Agreement and Plan of Merger"
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(c)(1)-(8)
Plans.
The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
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"Summary Term Sheet—The Merger"
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•
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"Summary Term Sheet—Purpose and Effects of the
Merger"
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•
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"Summary Term Sheet—Plans for the Company after
the Merger"
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•
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"Summary Term Sheet—Financing of the Merger"
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•
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"Summary Term Sheet—Interests of Certain Persons
in the Merger"
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•
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"Special Factors—Background of the Merger"
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•
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"Special Factors—Reasons for the Merger and Recommendation
of Our Board of Directors"
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•
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"Special Factors—Purpose of and Reasons for the
Merger"
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•
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"Special Factors—Effects of the Merger on the
Company"
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•
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"Special Factors—Plans for the Company after
the Merger"
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•
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"Special Factors—Financing"
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•
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"Special Factors—Interests of Certain Persons
in the Merger"
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•
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"Annex A—Agreement and Plan of Merger"
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ITEM 7. Purposes, Alternatives, Reasons
and Effects
(a)
Purposes
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
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•
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"Summary Term Sheet—Purpose and Effects of the
Merger"
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•
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"Summary Term Sheet—Plans for the Company after
the Merger"
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•
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"Special Factors—Reasons for the Merger and Recommendation
of Our Board of Directors"
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•
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"Special Factors—Purpose of and Reasons for the
Merger"
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(b)
Alternatives.
The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
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•
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"Special Factors—Background of the Merger"
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•
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"Special Factors—Reasons for the Merger and Recommendation
of Our Board of Directors"
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•
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"Special Factors—Position of the Consortium as
to the Fairness of the Merger"
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•
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"Special Factors—Purpose of and Reasons for the
Merger"
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•
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"Special Factors—Alternatives to the Merger"
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•
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"Special Factors—Effects on the Company if the
Merger is not Completed"
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(c)
Reasons.
The information set forth in
the Proxy Statement under the following captions is incorporated herein by reference:
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•
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"Summary Term Sheet—Purpose and Effects of the
Merger"
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•
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"Special Factors—Background of the Merger"
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•
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"Special Factors—Reasons for the Merger and Recommendation
of Our Board of Directors"
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•
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"Special Factors—Position of the Consortium as
to the Fairness of the Merger"
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•
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"Special Factors—Purpose of and Reasons for the
Merger"
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•
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"Special Factors—Effects of the Merger on the
Company"
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(d)
Effects.
The information set forth in
the Proxy Statement under the following captions is incorporated herein by reference:
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•
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"Summary Term Sheet—Purpose and Effects of the
Merger"
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•
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"Special Factors—Background of the Merger"
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•
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"Special Factors—Reasons for the Merger and Recommendation
of Our Board of Directors"
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•
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"Special Factors—Effects of the Merger on the
Company"
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•
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"Special Factors—Plans for the Company after
the Merger"
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•
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"Special Factors—Effects on the Company if the
Merger is not Completed"
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•
|
"Special Factors—Interests of Certain Persons
in the Merger"
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•
|
"Special Factors—Material U.S. Federal Income
Tax Consequences"
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|
•
|
"Special Factors—Material PRC Income Tax Consequences"
|
|
•
|
"Special Factors—Material Cayman Islands Tax
Consequences"
|
|
•
|
"Annex A—Agreement and Plan of Merger"
|
ITEM 8. Fairness of the Transaction
(a)-(b)
Fairness; Factors Considered in Determining
Fairness.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Summary Term Sheet—Recommendation of the Board
of Directors"
|
|
•
|
"Summary
Term
Sheet—
Position
of
the
Consortium
as
to
the
Fairness
of
the
Merger"
|
|
•
|
"Summary Term Sheet—Share Ownership of the Company
Directors and Officers and Voting Commitments"
|
|
•
|
"Summary Term Sheet—Opinion of the Special Committee's
Financial Advisor"
|
|
•
|
"Summary Term Sheet—Interests of Certain Persons
in the Merger"
|
|
•
|
"Special Factors—Background of the Merger"
|
|
•
|
"Special Factors—Reasons for the Merger and Recommendation
of Our Board of Directors"
|
|
•
|
"Special Factors—Position of the Consortium as
to the Fairness of the Merger"
|
|
•
|
"Special Factors—Opinion of the Special Committee’s
Financial Advisor"
|
|
•
|
"Special Factors—Interests of Certain Persons
in the Merger"
|
|
•
|
"Annex B—Opinion of J.P. Morgan as the Special
Committee’s Financial Advisor"
|
(c)
Approval of Security Holders.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Summary Term Sheet—Shareholder Vote Required
to Approve and Authorize the Merger Agreement, the Cayman Islands
Plan of Merger and the Transactions Contemplated by the Merger
Agreement, including the Merger"
|
|
•
|
"Questions and Answers about the Extraordinary General
Meeting and the Merger"
|
|
•
|
"Special Factors—Voting by the Rollover Shareholders
at the Extraordinary General Meeting"
|
|
•
|
"The Extraordinary General Meeting—Vote Required"
|
(d)
Unaffiliated Representative.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Special Factors—Background of the Merger"
|
|
•
|
"Special Factors—Reasons for the Merger and Recommendation
of Our Board of Directors"
|
|
•
|
"Special Factors—Opinion of the Special Committee’s
Financial Advisor"
|
|
•
|
"Annex B—Opinion of J.P. Morgan as the Special
Committee’s Financial Advisor"
|
(e)
Approval of Directors.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Summary Term Sheet—Recommendation of the Board
of Directors"
|
|
•
|
"Special Factors—Background of the Merger"
|
|
•
|
"Special Factors—Reasons for the Merger and Recommendation
of Our Board of Directors"
|
(f)
Other Offers.
The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Special Factors—Background of the Merger"
|
|
•
|
"Special Factors—Reasons for the Merger and Recommendation
of Our Board of Directors"
|
ITEM 9. Reports, Opinions, Appraisals
and Negotiations
(a)
Report, Opinion or Appraisal.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Summary Term Sheet—Opinion of the Special Committee's
Financial Advisor"
|
|
•
|
"Special Factors—Background of the Merger"
|
|
•
|
"Special Factors—Opinion of the Special Committee’s
Financial Advisor"
|
|
•
|
"Annex B—Opinion of J.P. Morgan as the Special
Committee’s Financial Advisor"
|
(b)
Preparer and Summary of the Report, Opinion
or Appraisal.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Summary Term Sheet—Opinion of the Special Committee's
Financial Advisor"
|
|
•
|
"Special Factors— Opinion of the Special Committee’s
Financial Advisor"
|
|
•
|
"Annex B— Opinion of J.P. Morgan as the Special
Committee’s Financial Advisor"
|
(c)
Availability of Documents.
The information
set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
•
|
"Where You Can Find More Information"
|
The reports, opinions or appraisals referenced
in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its
regular business hours by any interested holder of the Shares and ADSs or his, her or its representative who has been so designated
in writing.
ITEM 10. Source and Amounts of Funds
or Other Consideration
(a)
Source of Funds.
The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Summary Term Sheet—Financing of the Merger"
|
|
•
|
"Special Factors—Financing"
|
|
•
|
"Annex A—Agreement and Plan of Merger"
|
(b)
Conditions.
The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Summary Term Sheet—Financing of the Merger"
|
|
•
|
"Special Factors—Financing"
|
(c)
Expenses.
The information set forth
in the Proxy Statement under the following caption is incorporated herein by reference:
|
•
|
"Special Factors—Fees and Expenses"
|
(d)
Borrowed Funds.
The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Summary Term Sheet—Financing of the Merger"
|
|
•
|
"Special Factors—Financing"
|
ITEM 11. Interest in Securities of
the Subject Company
(a)
Securities Ownership.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Summary Term Sheet—Share Ownership of the Company
Directors and Officers and Voting Commitments"
|
|
•
|
"Special Factors—Interests of Certain Persons
in the Merger"
|
|
•
|
"Security Ownership of Certain Beneficial Owners and
Management of the Company"
|
(b)
Securities Transactions.
The information
set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
•
|
"Transactions in the Shares and ADSs"
|
ITEM 12. The Solicitation or Recommendation
(d)
Intent to Tender or Vote in a Going-Private
Transaction.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Summary Term Sheet—Share Ownership of the Company
Directors and Officers and Voting Commitments"
|
|
•
|
"Questions
and Answers about the Extraordinary General Meeting and the
Merger"
|
|
•
|
"Special
Factors—Voting by the Rollover Shareholders at the Extraordinary
General Meeting"
|
|
•
|
"The Extraordinary General Meeting—Vote Required"
|
|
•
|
"Security Ownership of Certain Beneficial Owners and
Management of the Company"
|
(e)
Recommendations of Others.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Summary Term Sheet—Recommendations of the Board
of Directors"
|
|
•
|
"Summary Term Sheet—Position of the Consortium
as to the Fairness of the Merger"
|
|
•
|
"Summary Term Sheet—Share Ownership of the Company
Directors and Officers and Voting Commitments"
|
|
•
|
"Special Factors—Reasons for the Merger and Recommendation
of Our Board of Directors"
|
|
•
|
"Special Factors—Position of the Consortium as
to the Fairness of the Merger"
|
|
•
|
"The Extraordinary General Meeting—Our Board’s
Recommendation"
|
ITEM 13. Financial Statements
(a)
Financial Information.
The audited financial
statements of the Company for the two years ended December 31, 2011 and 2012 are incorporated herein by reference to the Company’s
Form 20-F for the year ended December 31, 2012, filed with the SEC on April 10, 2013 (see page F-1 and following pages).
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
|
•
|
"Financial Information"
|
|
•
|
"Where You Can Find More Information"
|
(b)
Pro Forma Information.
Not applicable.
ITEM 14.
Persons/Assets,
Retained, Employed, Compensated or Used
(a)
Solicitations or Recommendations.
The
information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
•
|
"The Extraordinary General Meeting—Solicitation
of Proxies"
|
(b)
Employees and Corporate Assets.
The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
•
|
"Summary Term Sheet—The Parties Involved in the
Merger"
|
|
•
|
"Special Factors—Interests of Certain Persons
in the Merger"
|
|
•
|
"Annex D—Directors and Executive Officers of
Each Filing Person"
|
ITEM 15. Additional Information
(b)
Other Material Information.
The information
contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
ITEM
16.
|
|
Exhibits
|
|
|
|
(a)-(1)
|
|
Proxy Statement of the Company dated
___, 2013 (the "Proxy Statement").
|
|
|
|
(a)-(2)
|
|
Notice of Extraordinary General Meeting
of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.
|
|
|
|
(a)-(3)
|
|
Depositary’s Notice, incorporated herein by reference to the Proxy Statement.
|
|
|
|
(a)-(4)
|
|
Proxy Card, incorporated herein by
reference to the Proxy Statement.
|
|
|
|
(a)-(5)
|
|
ADS Voting Instruction Card, incorporated
herein by reference to the Proxy Statement.
|
|
|
|
(a)-(6)
|
|
Press Release issued by the Company,
dated February 28, 2013, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company
to the SEC on February 28, 2013.
|
|
|
|
(b)-(1)
|
|
Debt Commitment Letter, dated February
8, 2013, by and among Merger Sub, Cathay United Bank, Chinatrust Commercial Bank Co., Ltd., Nomura International (Hong Kong)
Limited, Ta Chong Bank, Ltd. and Taipei Fubon Commercial Bank Co., Ltd., as mandated lead arrangers, Cathay United Bank, Chinatrust
Commercial Bank Co., Ltd., Nomura Special Investments Singapore Pte. Ltd., Ta Chong Bank, Ltd. and Taipei Fubon Commercial
Bank Co., Ltd., Offshore Banking Branch, as underwriters, Taipei Fubon Commercial Bank Co., Ltd. as agent and Cathay United
Bank as security agent, incorporated herein by reference to Exhibit 3 to Schedule 13D filed with the SEC on March 4, 2013.
|
|
|
|
(c)-(1)
|
|
Opinion of J.P. Morgan Securities (Asia
Pacific) Limited, dated February 28, 2013, incorporated herein by reference to Annex B to the Proxy Statement.
|
|
|
|
(c)-(2)†
|
|
Discussion Materials prepared by J.P.
Morgan Securities (Asia Pacific) Limited for discussion with the special committee of the board of directors of the Company,
dated February 28, 2013.
|
†
|
Previously filed on March 29, 2013.
|
(d)-(1)
|
|
Agreement and Plan of Merger
dated as February 28, 2013, by and among the Company, Holdco, Parent and Merger Sub incorporated herein by reference to Annex
A to the Proxy Statement.
|
|
|
|
(d)-(2)
|
|
Equity Commitment Letter, dated February
28, 2013, by Actis Fund 3 Co-Investment Pool LP, Actis Emerging Markets 3 LP, Actis Emerging Markets 3 "A" LP, Actis
Emerging Markets 3 "C" LP, Actis China 3 LP, Actis China 3 "A" LP and Actis China 3 "S" LP in favor
of Keystone Lodging Holdings Limited, incorporated herein by reference to Exhibit 4 to Schedule 13D filed with the SEC on
March 4, 2013.
|
|
|
|
(d)-(3)
|
|
Equity Commitment Letter, dated February
28, 2013, by Boquan He in favor of Keystone Lodging Holdings Limited, incorporated herein by reference to Exhibit 5 to Schedule
13D filed with the SEC on March 4, 2013.
|
|
|
|
(d)-(4)†
|
|
Equity Commitment Letter, dated February
28, 2013, by Carlyle Asia Partners III, L.P. in favor of Keystone Lodging Holdings Limited.
|
|
|
|
(d)-(5)
†
|
|
Equity Commitment Letter, dated February
28, 2013, by Sequoia Capital China Growth 2010 Fund, L.P., Sequoia Capital China Growth 2010 Partners Fund, L.P. and Sequoia
Capital China Growth 2010 Principals Fund, L.P. in favor of Keystone Lodging Holdings Limited.
|
|
|
|
(d)-(6)
|
|
Support Agreement, dated February 28,
2013, by and among Holdco, Parent, Nanyan Zheng, Fortune News International Limited, Prototal Enterprises Limited, Happy Travel
Limited, Chien Lee, Smartech Resources Limited and Minjian Shi, incorporated herein by reference to Exhibit 6 to Schedule
13D filed with the SEC on March 4, 2013.
|
|
|
|
(d)-(7)
|
|
Interim Investors Agreement, dated
February 28, 2013, by and among Happy Travel Limited, Keystone Asia Holdings Limited, SCC Growth 2010-Peak Holdco, Ltd., Nanyan
Zheng, Fortune News International Limited, Boquan He, Prototal Enterprises Limited, Chien Lee, Smartech Resources Limited,
Minjian Shi, Holdco, Parent and Merger Sub, incorporated herein by reference to Exhibit 7 to Schedule 13D filed with the SEC
on March 4, 2013.
Exhibit A to the Interim Investors Agreement is filed as Exhibit (d)-(7) hereto.
|
|
|
|
(d)-(8)
|
|
Limited Guaranty, dated February 28,
2013, from Boquan He in favor of the Company, incorporated herein by reference to Exhibit 8 to Schedule 13D filed with the
SEC on March 4, 2013.
|
|
|
|
(d)-(9)
|
|
Limited Guaranty, dated February 28,
2013, from Nanyan Zheng in favor of the Company, incorporated herein by reference to Exhibit 9 to Schedule 13D filed with
the SEC on March 4, 2013.
|
|
|
|
(d)-(10)
|
|
Limited Guaranty, dated February 28,
2013, from each of Actis Fund 3 Co-Investment Pool LP, Actis Emerging Markets 3 LP, Actis Emerging Markets 3 "A" LP,
Actis Emerging Markets 3 "C" LP, Actis China 3 LP, Actis China 3 "A" LP and Actis China 3 "S" LP in
favor of the Company, incorporated herein by reference to Exhibit 10 to Schedule 13D filed with the SEC on March 4, 2013.
|
|
|
|
(d)-(11)
†
|
|
Limited Guaranty, dated February 28,
2013, from Carlyle Asia Partners III, L.P. in favor of the Company.
|
|
|
|
(d)-(12)
†
|
|
Limited Guaranty, dated February 28,
2013, from each of Sequoia Capital China Growth 2010 Fund, L.P., Sequoia Capital China Growth 2010 Partners Fund, L.P. and
Sequoia Capital China Growth 2010 Principals Fund, L.P. in favor of the Company.
|
|
|
|
(d)-(13)
|
|
Assignment and Assumption Agreement, dated April 29, 2013, by and between Boquan He and
Jaguar Investment Pte Ltd.
|
|
|
|
(d)-(14)
|
|
Amended and Restated Interim Investors Agreement, dated April 29, 2013, by and among Jaguar
Investment Pte Ltd., Happy Travel Limited, Keystone Asia Holdings Limited, SCC Growth 2010-Peak Holdco, Ltd., Nanyan Zheng,
Fortune News International Limited, Boquan He, Prototal Enterprises Limited, Chien Lee, Smartech Resources Limited, Minjian
Shi, Holdco, Parent and Merger Sub.
|
|
|
|
(f)-(1)
|
|
Dissenters’ Rights, incorporated
herein by reference to the section entitled "Dissenters’ Rights" in the Proxy Statement.
|
|
|
|
(f)-(2)
|
|
Section 238 of the Cayman Islands Companies
Law (2012 Revision), incorporated herein by reference to Annex C to the Proxy Statement.
|
|
|
|
(g)
|
|
Not applicable.
|
†
|
Previously filed on March 29, 2013.
|
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
Dated: May 15 , 2013
|
7 Days Group Holdings Limited
|
|
|
|
|
By:
|
/s/
Haibing Wu
|
|
|
Name:
|
|
Haibing Wu
|
|
|
Title:
|
|
Chief Financial Officer
|
|
|
|
|
|
|
Keystone Lodging Holdings Limited
|
|
|
|
|
By:
|
/s/
Thomas Mayrhofer
|
|
|
Name:
|
|
Thomas Mayrhofer
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Keystone Lodging Company Limited
|
|
|
|
|
By:
|
/s/
Thomas Mayrhofer
|
|
|
Name:
|
|
Thomas Mayrhofer
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Keystone Lodging Acquisition Limited
|
|
|
|
|
By:
|
/s/
Thomas Mayrhofer
|
|
|
Name:
|
|
Thomas Mayrhofer
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Boquan He
|
|
|
|
|
By:
|
/s/
Boquan He
|
|
|
Name:
|
|
Boquan He
|
|
|
|
|
|
|
Nanyan Zheng
|
|
|
|
|
By:
|
/s/
Nanyan Zheng
|
|
|
Name:
|
|
Nanyan Zheng
|
|
|
|
|
|
|
Prototal Enterprises Limited
|
|
|
|
|
By:
|
/s/
Boquan He
|
|
|
Name:
|
|
Boquan He
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Fortune News International Limited
|
|
|
|
|
By:
|
/s/
Nanyan Zheng
|
|
|
Name:
|
|
Nanyan Zheng
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Keystone Asia Holdings Limited
|
|
|
|
|
By:
|
/s/
Thomas Mayrhofer
|
|
|
Name:
|
|
Thomas Mayrhofer
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Carlyle Asia Partners III, L.P.
|
|
|
|
|
By:
|
/s/
Daniel A. D’Aniello
|
|
|
Name:
|
|
Daniel A. D’Aniello
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
SCC Growth 2010-Peak Holdco, Ltd.
|
|
|
|
|
By:
|
/s/
Kok Wai Yee
|
|
|
Name:
|
|
Kok Wai Yee
|
|
|
Title:
|
|
Authorized Signatory
|
|
|
|
|
|
|
Sequoia Capital China Growth 2010 Fund, L.P.
|
|
|
|
|
By:
|
/s/
Kok Wai Yee
|
|
|
Name:
|
|
Kok Wai Yee
|
|
|
Title:
|
|
Authorized Signatory
|
|
|
|
|
|
|
Sequoia Capital China Growth 2010 Partners Fund,
L.P.
|
|
|
|
|
By:
|
/s/
Kok Wai Yee
|
|
|
Name:
|
|
Kok Wai Yee
|
|
|
Title:
|
|
Authorized Signatory
|
|
|
|
|
|
|
Sequoia Capital China Growth 2010 Principals Fund,
L.P.
|
|
|
|
|
By:
|
/s/
Kok Wai Yee
|
|
|
Name:
|
|
Kok Wai Yee
|
|
|
Title:
|
|
Authorized Signatory
|
|
|
|
|
|
|
Happy Travel Limited
|
|
|
|
|
By:
|
/s/
Rsk Hazareesing
|
|
|
Name:
|
|
RSK Hazareesing
|
|
|
Title:
|
|
Director
|
|
|
|
|
|
|
Actis LLP
|
|
|
|
|
By:
|
/s/
Paul Owers
|
|
|
Name:
|
|
Paul Owers
|
|
|
Title:
|
|
Member
|
|
|
|
|
|
|
Meng Ann Lim
|
|
|
|
|
|
|
By:
|
/s/
Meng Ann Lim
|
|
|
Name:
|
|
Meng Ann Lim
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT INDEX
(a)-(1)
|
|
Proxy Statement of the
Company dated ___, 2013 (the "Proxy Statement").
|
|
|
|
(a)-(2)
|
|
Notice of Extraordinary General Meeting
of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.
|
|
|
|
(a)-(3)
|
|
Depositary’s Notice, incorporated herein by reference to the Proxy Statement.
|
|
|
|
(a)-(4)
|
|
Proxy Card, incorporated herein by
reference to the Proxy Statement.
|
|
|
|
(a)-(5)
|
|
ADS Voting Instruction Card, incorporated
herein by reference to the Proxy Statement.
|
|
|
|
(a)-(6)
|
|
Press Release issued by the Company,
dated February 28, 2013, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company
to the SEC on February 28, 2013.
|
|
|
|
(b)-(1)
|
|
Debt Commitment Letter, dated February
8, 2013, by and among Merger Sub, Cathay United Bank, Chinatrust Commercial Bank Co., Ltd., Nomura International (Hong Kong)
Limited, Ta Chong Bank, Ltd. and Taipei Fubon Commercial Bank Co., Ltd., as mandated lead arrangers, Cathay United Bank, Chinatrust
Commercial Bank Co., Ltd., Nomura Special Investments Singapore Pte. Ltd., Ta Chong Bank, Ltd. and Taipei Fubon Commercial
Bank Co., Ltd., Offshore Banking Branch, as underwriters, Taipei Fubon Commercial Bank Co., Ltd. as agent and Cathay United
Bank as security agent, incorporated herein by reference to Exhibit 3 to Schedule 13D filed with the SEC on March 4, 2013.
|
|
|
|
(c)-(1)
|
|
Opinion of J.P. Morgan Securities (Asia
Pacific) Limited, dated February 28, 2013, incorporated herein by reference to Annex B to the Proxy Statement.
|
|
|
|
(c)-(2)†
|
|
Discussion Materials prepared by J.P.
Morgan Securities (Asia Pacific) Limited for discussion with the special committee of the board of directors of the Company,
dated February 28, 2013.
|
(d)-(1)
|
|
Agreement and Plan of Merger
dated as February 28, 2013, by and among the Company, Holdco, Parent and Merger Sub incorporated herein by reference to Annex
A to the Proxy Statement.
|
|
|
|
(d)-(2)
|
|
Equity Commitment Letter, dated February
28, 2013, by Actis Fund 3 Co-Investment Pool LP, Actis Emerging Markets 3 LP, Actis Emerging Markets 3 "A" LP, Actis
Emerging Markets 3 "C" LP, Actis China 3 LP, Actis China 3 "A" LP and Actis China 3 "S" LP in favor
of Keystone Lodging Holdings Limited, incorporated herein by reference to Exhibit 4 to Schedule 13D filed with the SEC on
March 4, 2013.
|
|
|
|
(d)-(3)
|
|
Equity Commitment Letter, dated February
28, 2013, by Boquan He in favor of Keystone Lodging Holdings Limited, incorporated herein by reference to Exhibit 5 to Schedule
13D filed with the SEC on March 4, 2013.
|
|
|
|
(d)-(4)†
|
|
Equity Commitment Letter, dated February
28, 2013, by Carlyle Asia Partners III, L.P. in favor of Keystone Lodging Holdings Limited.
|
|
|
|
(d)-(5)
†
|
|
Equity Commitment Letter, dated February
28, 2013, by Sequoia Capital China Growth 2010 Fund, L.P., Sequoia Capital China Growth 2010 Partners Fund, L.P. and Sequoia
Capital China Growth 2010 Principals Fund, L.P. in favor of Keystone Lodging Holdings Limited.
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(d)-(6)
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Support Agreement, dated February 28,
2013, by and among Holdco, Parent, Nanyan Zheng, Fortune News International Limited, Prototal Enterprises Limited, Happy Travel
Limited, Chien Lee, Smartech Resources Limited and Minjian Shi, incorporated herein by reference to Exhibit 6 to Schedule
13D filed with the SEC on March 4, 2013.
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(d)-(7)
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Interim Investors Agreement, dated
February 28, 2013, by and among Happy Travel Limited, Keystone Asia Holdings Limited, SCC Growth 2010-Peak Holdco, Ltd., Nanyan
Zheng, Fortune News International Limited, Boquan He, Prototal Enterprises Limited, Chien Lee, Smartech Resources Limited,
Minjian Shi, Holdco, Parent and Merger Sub, incorporated herein by reference to Exhibit 7 to Schedule 13D filed with the SEC
on March 4, 2013.
Exhibit A to the Interim Investors Agreement is filed as Exhibit (d)-(7) hereto.
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(d)-(8)
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Limited Guaranty, dated February 28,
2013, from Boquan He in favor of the Company, incorporated herein by reference to Exhibit 8 to Schedule 13D filed with the
SEC on March 4, 2013.
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(d)-(9)
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Limited Guaranty, dated February 28,
2013, from Nanyan Zheng in favor of the Company, incorporated herein by reference to Exhibit 9 to Schedule 13D filed with
the SEC on March 4, 2013.
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(d)-(10)
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Limited Guaranty, dated February 28,
2013, from each of Actis Fund 3 Co-Investment Pool LP, Actis Emerging Markets 3 LP, Actis Emerging Markets 3 "A" LP,
Actis Emerging Markets 3 "C" LP, Actis China 3 LP, Actis China 3 "A" LP and Actis China 3 "S" LP in
favor of the Company, incorporated herein by reference to Exhibit 10 to Schedule 13D filed with the SEC on March 4, 2013.
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(d)-(11)
†
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Limited Guaranty, dated February 28,
2013, from Carlyle Asia Partners III, L.P. in favor of the Company.
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(d)-(12)
†
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Limited Guaranty, dated February 28,
2013, from each of Sequoia Capital China Growth 2010 Fund, L.P., Sequoia Capital China Growth 2010 Partners Fund, L.P. and
Sequoia Capital China Growth 2010 Principals Fund, L.P. in favor of the Company.
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(d)-(13)
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Assignment and Assumption Agreement, dated April 29, 2013, by and between Boquan He and
Jaguar Investment Pte Ltd.
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(d)-(14)
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Amended and Restated Interim Investors Agreement, dated April 29, 2013, by and among Jaguar
Investment Pte Ltd., Happy Travel Limited, Keystone Asia Holdings Limited, SCC Growth 2010-Peak Holdco, Ltd., Nanyan Zheng,
Fortune News International Limited, Boquan He, Prototal Enterprises Limited, Chien Lee, Smartech Resources Limited, Minjian
Shi, Holdco, Parent and Merger Sub.
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(f)-(1)
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Dissenters’ Rights, incorporated
herein by reference to the section entitled "Dissenters’ Rights" in the Proxy Statement.
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(f)-(2)
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Section 238 of the Cayman Islands Companies
Law (2012 Revision), incorporated herein by reference to Annex C to the Proxy Statement.
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(g)
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Not applicable.
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†
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Previously filed on March 29, 2013.
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