[March 12, 2010 VIA EDGAR Jennifer Gowetski, Seniorunsel Re: China Lodging, Limited Amendment No.1 to Registration Statement on FormF-1 Publicly Filed on March5, 2010 Dear Ms.Gowetski:mpany Amendment No.1 On behalf of our client, China Lodging, Limited, arporation organized under the laws of theyman Islands (the]
[Subject tompletion Preliminary prospectusted March12, 2010 9,000,000American Depositary Shares China Lodging, Limited Representing 36,000,000Ordinary Shares This is our initial public offering. We are offering 9,000,000American depositary shares, orSs, each representing four of our ordinary shares, par value US$0.0001 per share. No public market currently exists for our ordinary shares orSs.] [Thempanies Law (Revised)mpany Limited by Shares THE AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF China Lodging, Limited 1. The name of thempany is China Lodging, Limited. 2. The Registered Office of thempany shall be at the offices of Cricket Square, Hutchins Drive, P.O.Box 2681, Grandyman1-1111,yman Islands.] [DEPOSITREEMENT by and among CHINA LODGING, LIMITED AND CITIBANK, AND THE HOLDERS AND BENEFICIAL OWNERS OF [date]ted of TABLE OFNTENTS ARTICLE I DEFINITIONS 1 Section1.1S Distribution Recordte 1 Section1.2S Recordte 1 Section1.3 Affiliate 2 Section1.4 American Depositary Receipt(s),R(s) and Receipt(s)] [12 March2010 China Lodging, Limited DIRECT LINE: 852 2842 9550 5th Floor, Block 57 E-MAIL Brian.lee@conyersdillandpearman.com No.461, Hongcao Road OUR REF: BLHK/321081(M#873821) Shanghai 200233 YOUR REF: Peoples Republic of China Dear Sirs, China Lodging, Limited (thempany) For the purposes of giving this opinion, we have examined apy of the Registration Statement. We haveso reviewed the] [12 March2010 China Lodging, Limited DIRECT LINE: 852 2842 9550 5th Floor, Block 57 E-MAIL Brian.lee@conyersdillandpearman.com No.461, Hongcao Road OUR REF: BLHK/kl/320389(M#873821) Shanghai 200233 YOUR REF: Peoples Republic of China Dear Sirs, China Lodging, Limited (thempany) Shares Registration Statement Securities Actmmission We have actedecial legalunsel in theyman Islands to thempany innnection with an initial public] [Execution Version SUBSCRIPTIONREEMENTreement This Subscriptionreement (this (1)mpany China Lodging, Limited, ampanyorporated in theyman Islands (the (2) Purchaser Party, Parties Ctrip.com International, ampanyorporated in theyman Islands (the W I T N E S S E T H WHEREAS Registration Statement] [Execution Version INVESTOR AND REGISTRATION RIGHTSREEMENTreement THIS INVESTOR REGISTRATION RIGHTSREEMENT (this (1)mpany China Lodging, Limited, ampanyorporated in theyman Islands (the (2) Investor Ctrip.com International, ampanyorporated in theyman Islands (the Parties Party The parties listedove are referred to hereinllectively] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu CPA EX-23.1 h03703a1exv23w1.htm 8 EX-23.1] [March12, 2010 China Lodging, Limited Ladies and Gentlemen: [ Sincerely yours, Min Fan EX-23.9 h03703a1exv23w9.htm 9 EX-23.9]
[Subject tompletion Preliminary prospectusted March12, 2010 9,000,000American Depositary Shares China Lodging, Limited Representing 36,000,000Ordinary Shares This is our initial public offering. We are offering 9,000,000American depositary shares, orSs, each representing four of our ordinary shares, par value US$0.0001 per share. No public market currently exists for our ordinary shares orSs.] [Thempanies Law (Revised)mpany Limited by Shares THE AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF China Lodging, Limited 1. The name of thempany is China Lodging, Limited. 2. The Registered Office of thempany shall be at the offices of Cricket Square, Hutchins Drive, P.O.Box 2681, Grandyman1-1111,yman Islands.] [DEPOSITREEMENT by and among CHINA LODGING, LIMITED AND CITIBANK, AND THE HOLDERS AND BENEFICIAL OWNERS OF [date]ted of TABLE OFNTENTS ARTICLE I DEFINITIONS 1 Section1.1S Distribution Recordte 1 Section1.2S Recordte 1 Section1.3 Affiliate 2 Section1.4 American Depositary Receipt(s),R(s) and Receipt(s)] [12 March2010 China Lodging, Limited DIRECT LINE: 852 2842 9550 5th Floor, Block 57 E-MAIL Brian.lee@conyersdillandpearman.com No.461, Hongcao Road OUR REF: BLHK/321081(M#873821) Shanghai 200233 YOUR REF: Peoples Republic of China Dear Sirs, China Lodging, Limited (thempany) For the purposes of giving this opinion, we have examined apy of the Registration Statement. We haveso reviewed the] [12 March2010 China Lodging, Limited DIRECT LINE: 852 2842 9550 5th Floor, Block 57 E-MAIL Brian.lee@conyersdillandpearman.com No.461, Hongcao Road OUR REF: BLHK/kl/320389(M#873821) Shanghai 200233 YOUR REF: Peoples Republic of China Dear Sirs, China Lodging, Limited (thempany) Shares Registration Statement Securities Actmmission We have actedecial legalunsel in theyman Islands to thempany innnection with an initial public] [Execution Version SUBSCRIPTIONREEMENTreement This Subscriptionreement (this (1)mpany China Lodging, Limited, ampanyorporated in theyman Islands (the (2) Purchaser Party, Parties Ctrip.com International, ampanyorporated in theyman Islands (the W I T N E S S E T H WHEREAS Registration Statement] [Execution Version INVESTOR AND REGISTRATION RIGHTSREEMENTreement THIS INVESTOR REGISTRATION RIGHTSREEMENT (this (1)mpany China Lodging, Limited, ampanyorporated in theyman Islands (the (2) Investor Ctrip.com International, ampanyorporated in theyman Islands (the Parties Party The parties listedove are referred to hereinllectively] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu CPA EX-23.1 h03703a1exv23w1.htm 8 EX-23.1] [March12, 2010 China Lodging, Limited Ladies and Gentlemen: [ Sincerely yours, Min Fan EX-23.9 h03703a1exv23w9.htm 9 EX-23.9]
[March 12, 2010 VIA EDGAR Jennifer Gowetski, Seniorunsel Re: China Lodging, Limited Amendment No.1 to Registration Statement on FormF-1 Publicly Filed on March5, 2010 Dear Ms.Gowetski:mpany Amendment No.1 On behalf of our client, China Lodging, Limited, arporation organized under the laws of theyman Islands (the]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS China Lodging Group, Limited (Exact name of issuer of deposited securities as specified in its charter) [N/A] The Cayman Islands ) (Jurisdiction of incorporation or organization of issuer CITIBANK, N.A. ) (Exact name of depositary as specified in its charter 399] [DEPOSIT AGREEMENT by and among CHINA LODGING GROUP, LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER [date] Dated as of TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Distribution Record Date” 1 Section 1.2 “ADS Record Date” 1 Section 1.3 “Affiliate” 2 Section 1.4 “American Depositary Receipt(s)”, “ADR(s)”] [March 11, 2010 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act ADSs Company Deposit Agreement ADR s Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective by]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS China Lodging Group, Limited (Exact name of issuer of deposited securities as specified in its charter) [N/A] The Cayman Islands ) (Jurisdiction of incorporation or organization of issuer CITIBANK, N.A. ) (Exact name of depositary as specified in its charter 399] [DEPOSIT AGREEMENT by and among CHINA LODGING GROUP, LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER [date] Dated as of TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Distribution Record Date” 1 Section 1.2 “ADS Record Date” 1 Section 1.3 “Affiliate” 2 Section 1.4 “American Depositary Receipt(s)”, “ADR(s)”] [March 11, 2010 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act ADSs Company Deposit Agreement ADR s Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective by]
[ITEM 1. ITEM 2. 2 CHINA LODGING GROUP, LIMITED Tuo (Matthew) Zhang Chief Executive Officer]
[ITEM 1. ITEM 2. 2 CHINA LODGING GROUP, LIMITED Tuo (Matthew) Zhang Chief Executive Officer]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS China Lodging, Limited (Exact name of issuer of deposited securitiesecified in its charter) [N/A] Theyman Islands ) (Jurisdiction oforporation or organization of issuer CITIBANK, ) (Exact name of depositaryecified in its charter] [DEPOSITREEMENT by and among CHINA LODGING, LIMITED AND CITIBANK, Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER [date]ted of TABLE OFNTENTS ARTICLE I DEFINITIONS 1 Section 1.1S Distribution Recordte 1 Section 1.2S Recordte 1 Section 1.3] [March 11, 2010 Citibank,R Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities ActSsmpany DepositreementR s Shares We refer to the Registration Statement on Form F-6 (the IRSsuming that, at the time of their issuance, the Registration Statement will have been declared effective by the SEC, the Depositreement]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS China Lodging, Limited (Exact name of issuer of deposited securitiesecified in its charter) [N/A] Theyman Islands ) (Jurisdiction oforporation or organization of issuer CITIBANK, ) (Exact name of depositaryecified in its charter] [DEPOSITREEMENT by and among CHINA LODGING, LIMITED AND CITIBANK, Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER [date]ted of TABLE OFNTENTS ARTICLE I DEFINITIONS 1 Section 1.1S Distribution Recordte 1 Section 1.2S Recordte 1 Section 1.3] [March 11, 2010 Citibank,R Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities ActSsmpany DepositreementR s Shares We refer to the Registration Statement on Form F-6 (the IRSsuming that, at the time of their issuance, the Registration Statement will have been declared effective by the SEC, the Depositreement]
