[] [AGREEMENT AND PLAN OF MERGER among BTG Hotels Group (HONGKONG) Holdings Co., Limited, BTG Hotels Group (CAYMAN) Holding Co., Ltd, Homeinns Hotel Group and, solely for the purposes of Section 6.02(e), Section 6.08, Section 6.09, Section 8.06, Section 9.09 and Section 9.10, BTG Hotels (Group) Co., Ltd. Dated as of December 6, 2015 TABLE OF CONTENTS Page Article I THE] []
[JOINT FILING AGREEMENT [ BTG Hotels (Group) Co., Ltd. BTG Hotels Group (HONGKONG) Holdings Co., Limited Beijing Tourism Group Co., Ltd. Poly Victory Investments Limited Ctrip.com International, Ltd. C-Travel International Limited] [Execution Version INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH 725 Fifth Avenue, 20/F CONFIDENTIAL December 6, 2015 BTG Hotels (Group) Co., Ltd. 51 Fuxingmennei Avenue BTG Hotels Group (HONGKONG) Holdings Co., Limited 51 Fuxingmennei Avenue Project H Ladies and Gentlemen: ICBC NY we us Commitment Party Initial Lender HoldCo Sponsor Transaction Description Term Sheet Commitment Letter You] [Agreement for Assets Purchase by Share Issue among BTG Hotels (Group) Co., Ltd. and Beijing Tourism Group Co., Ltd. and Relevant Shareholders of Homeinns Hotel Group December 2015 1 Contents Article 1 Definitions 6 Article 2 Structure of the Transaction 8 Article 3 Price of the Target Assets and Pricing Basis 11 Article 4 Employee Resettlement and Debt Disposal 12] [EXECUTION VERSION SUPPORT AGREEMENT Agreement Parent Holdco Company Schedule A Shareholder Shareholders This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger Surviving Company WHEREAS, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd Shares ADSs Rollover Shares Schedule A Securities WHEREAS, as of the date hereof, each Shareholder is the owner of record of certain ordinary shares, par value US$0.005] [EXECUTION VERSION CONSORTIUM AGREEMENT by and among BTG HOTELS (GROUP) CO., LTD., POLY VICTORY INVESTMENTS LIMITED, CTRIP.COM INTERNATIONAL, LTD., Neil Nanpeng Shen, JAMES JIANZHANG LIANG and DAVID JIAN SUN Dated as of December 6, 2015 TABLE OF CONTENTS Article I Participation in Transaction; Advisors; Approvals 1 Section 1.01 Transaction Process 1 Section 1.02 Information Sharing and Roles 1 Section 1.03] []
[Homeinns Hotel Group Reports Third Quarter 2015 Financial Results 2,787 Hotels in Operation in 346 Cities across China Shanghai, November 9, 2015 – Third Quarter 2015 Highlights · Total revenues decreased 1.1% year over year to RMB 1,855.9 million (US$292.0 million) for the third quarter of 2015, within the previously provided guidance range of RMB 1,830 million to RMB 1,860] []
[Homeinns Hotel Group Reports Third Quarter 2015 Financial Results 2,787 Hotels in Operation in 346 Cities across China Shanghai, November 9, 2015 – Third Quarter 2015 Highlights · Total revenues decreased 1.1% year over year to RMB 1,855.9 million (US$292.0 million) for the third quarter of 2015, within the previously provided guidance range of RMB 1,830 million to RMB 1,860] []
[Homeinns Hotel Group Reports Second Quarter 2015 Financial Results 2,750 Hotels in Operation in 342 Cities Across China Shanghai, August 11, 2015 – Second Quarter 2015 Highlights · Total revenues decreased 1.8% year over year to RMB 1,667 million (US$268.9 million) for the second quarter of 2015, slightly lower than the previously provided guidance of RMB 1,670 million to RMB] []
[Homeinns Hotel Group Reports Second Quarter 2015 Financial Results 2,750 Hotels in Operation in 342 Cities Across China Shanghai, August 11, 2015 – Second Quarter 2015 Highlights · Total revenues decreased 1.8% year over year to RMB 1,667 million (US$268.9 million) for the second quarter of 2015, slightly lower than the previously provided guidance of RMB 1,670 million to RMB] []
[Homeinns Special Committee Appoints Financial Advisor and Legal Counsel Shanghai, China, July 14, 2015 As previously announced, the Company’s Board of Directors (the “Board”) formed the Special Committee to consider a potential “going-private” transaction (the “Transaction”) for US$32.81 in cash per American depositary share, proposed by BTG Hotels (Group) Co., Ltd. (“BTG Hotels”), Poly Victory Investments Limited (“Poly Victory”), Ctrip.com] []
[Homeinns Special Committee Appoints Financial Advisor and Legal Counsel Shanghai, China, July 14, 2015 As previously announced, the Company’s Board of Directors (the “Board”) formed the Special Committee to consider a potential “going-private” transaction (the “Transaction”) for US$32.81 in cash per American depositary share, proposed by BTG Hotels (Group) Co., Ltd. (“BTG Hotels”), Poly Victory Investments Limited (“Poly Victory”), Ctrip.com] []
[Information Concerning the Reporting Persons Name Address Principal Occupation and Employer Address, if applicable EXECUTIVE OFFICERS: Krishna K. Memani 225 Liberty Street, 11th Floor New York, NY 10281 President Mary Ann Picciotto 225 Liberty Street, 11th Floor New York, NY 10281 Chief Compliance Officer Kristie M. Feinberg 225 Liberty Street, 11th Floor New York, NY 10281 Treasurer Arthur S. Gabinet] [Joint Filing Agreement OPPENHEIMERFUNDS, INC. OPPENHEIMER DEVELOPING MARKETS FUND OPPENHEIMERFUNDS, INC., as its investment adviser and agent] [Description of Transactions in the Shares Effected by OFI During the Past 60 Days The trading dates, number of Shares purchased or sold and the price per Share for all transactions in the Shares effected on behalf of OFI’s advisory clients within the last 60 days, which were all ordinary brokerage transactions effected on the open market, are set forth] [43742E102 CUSIP No. SCHEDULE 13D]
[Information Concerning the Reporting Persons Name Address Principal Occupation and Employer Address, if applicable EXECUTIVE OFFICERS: Krishna K. Memani 225 Liberty Street, 11th Floor New York, NY 10281 President Mary Ann Picciotto 225 Liberty Street, 11th Floor New York, NY 10281 Chief Compliance Officer Kristie M. Feinberg 225 Liberty Street, 11th Floor New York, NY 10281 Treasurer Arthur S. Gabinet] [Joint Filing Agreement OPPENHEIMERFUNDS, INC. OPPENHEIMER DEVELOPING MARKETS FUND OPPENHEIMERFUNDS, INC., as its investment adviser and agent] [Description of Transactions in the Shares Effected by OFI During the Past 60 Days The trading dates, number of Shares purchased or sold and the price per Share for all transactions in the Shares effected on behalf of OFI’s advisory clients within the last 60 days, which were all ordinary brokerage transactions effected on the open market, are set forth] [43742E102 CUSIP No. SCHEDULE 13D]
