[] [THE COMPANIES LAW 1. The name of the Company is China Lodging Group, Limited. 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited of Scotia Centre, 4th Floor, PO Box 2804, George Town, Grand Cayman, KY1-1112, Cayman Islands. 3. Subject to the following provisions of this Memorandum, the objects for which the] [EX-4.2 3 h03703exv4w2.htm EX-4.2] [th Dated February 4 WINNER CROWN HOLDINGS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING GROUP, LIMITED ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING GROUP, LIMITED th THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 4 1. WINNER CROWN] [Execution Copy Dated April 18 th , 2007 WINNER CROWN HOLDINGS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING GROUP, LIMITED SUPPLEMENTAL AGREEMENT of ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING GROUP, LIMITED Execution Copy SUPPLEMENTAL AGREEMENT th THIS 1. WINNER CROWN HOLDINGS LIMITED 2. MS. TONG TONG] [Execution Copy Dated February 4 th , 2007 WINNER CROWN HOLDINGS LIMITED and MS. TONGTONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING GROUP, LIMITED SHAREHOLDERS AGREEMENT Execution Copy Shareholders Agreement th This Shareholders Agreement (this “Agreement”) is made and entered into as of February 4 1. WINNER CROWN HOLDINGS LIMITED 2. MS. TONG TONG ZHAO 3.] [Dated June 20, 2007 CHINA LODGING GROUP, LIMITED FOUNDERS NAMED IN SCHEDULE 1 WFOES NAMED IN SCHEDULE 2 and INVESTORS NAMED IN SCHEDULE 3 SERIES B PREFERRED SHARE Page 1 SERIES B PREFERRED SHARES PURCHASE AGREEMENT “Agreement” “Company” Schedule 1 “Founder” “Founders” Schedule 2 “WFOE” “WFOEs” Schedule 3 “Investor” “Investors” THIS SERIES B PREFERRED SHARES PURCHASE AGREEMENT (this RECITALS A.] [Dated June 20, 2007 CHINA LODGING GROUP, LIMITED Company ) AMENDED AND RESTATED TABLE OF CONTENT RECITALS 1 CERTAIN DEFINITIONS 1 1. INFORMATION RIGHTS; BOARD REPRESENTATION 8 2. REGISTRATION RIGHTS 16 3. RIGHT OF PARTICIPATION 28 4. TRANSFER RESTRICTIONS 30 5. DRAG-ALONG RIGHTS 39 6. ASSIGNMENT AND AMENDMENT 40] [OF CHINA LODGING GROUP, LIMITED (Subject to Adjustment) NO. _____________ [DATE] THIS CERTIFIES THAT, Investor Holder Company Effective Date Expiration Date Purchase Price Purchase Agreement 1. CERTAIN DEFINITIONS. Company Financing “ to the Transaction Documents (as defined in the Purchase Agreement) or the Share Option Plan (as defined in the Purchase Agreement). Lead Investors “ Ordinary Shares “ Qualified IPO] [FORM OF SERIES B CONVERTIBLE PREFERRED SHARES SUBSCRIPTION AGREEMENT CHINA LODGING GROUP, LIMITED Gentlemen: “Agreement” “ “Company” “Series B Preferred Shares” This Series B Convertible Preferred Shares Subscription Agreement (this “Shares” 1. Bank: SWIFT Code: Account No.: Beneficiary: 2. (a) The subscription for the Shares contained herein may be accepted or rejected, in whole or in part, by the Company] [CHINA LODGING GROUP, LIMITED No. 1 1,500,000 Shares FOR VALUE RECEIVED, CHINA LODGING GROUP, LIMITED Company Holder Common Stock Definitions. 1. Board of Directors “ Business Day “ Exercise Price “ Expiration Time “ Person “ “ 2. provided (c) Restrictive Legend 3. Reservation of Shares 4. 2 Fractional Shares. 5. 6. Restrictions on Transfer. 7. 3 8. Anti-dilution Provisions] [CHINA LODGING GROUP, LIMITED No. 2 200,000 Shares FOR VALUE RECEIVED, CHINA LODGING GROUP, LIMITED Company Holder Common Stock Definitions. 1. Board of Directors “ Business Day “ Exercise Price “ Expiration Time “ Person “ “ 2. provided Restrictive Legend 3. 2 Reservation of Shares 4. Fractional Shares. 5. 6. Restrictions on Transfer. 7. 3 8. Anti-dilution Provisions 9.] [[DAVIS POLK & WARDWELL LLP LETTERHEAD] March 5, 2010 5th Floor, Block 57, No. 461 Hongcao Road Ladies and Gentlemen: We are of the opinion that the section entitled “Taxation —U.S. Federal Income Tax Considerations” in the Registration Statement, insofar as it relates to U.S. federal income tax matters currently applicable to U.S. holders of the Company’s ordinary shares or] [CHINA LODGING GROUP, LIMITED AMENDED AND RESTATED 2007 GLOBAL SHARE PLAN th th (adopted by the Company’s Board of Directors on February 4 Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Board (e) “ Change in Control (f) “ (i) any “person” (as such term is used] [CHINA LODGING GROUP, LIMITED AMENDED AND RESTATED 2008 GLOBAL SHARE PLAN (adopted by the Company’s Board of Directors on June 15, 2007; Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Board (e) “ Change in Control (f) “ (i) any “person” (as such term is used in] [CHINA LODGING GROUP, LIMITED . Purpose. Section 1 The purpose of this China Lodging Group, Limited 2009 Share Incentive Plan is to enhance the ability of China Lodging Group, Limited to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of the Company. . Definitions. Section 2 As used] [CHINA LODGING GROUP, LIMITED FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between China Lodging Group, Limited, a Cayman Islands company (the “Company”), and _____________________(“Indemnitee”). WHEREAS, the Company wishes to attract and retain the services of Indemnitee, to serve as a member of the board of directors (“Director”) or as an officer (“Officer”) of] [FORM OF EMPLOYMENT AGREEMENT Between China Lodging Group , Limited And an Executive Officer EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is signed on IN CONSIDERATION OF the mutual covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: 1. Employment The Company hereby agrees to employ the Employee and the Employee hereby agrees to] [China Merchants Bank Co., Ltd. Facility Agreement (For sharing facility of working capital loans without individual agreements) January, 2008 1 Facility Agreement 2009 Jing 21090619 Ref: 1. Creditor: China Merchants Bank Co., Ltd. Shanghai Jingansi Branch (hereafter referred to as “Party A”) Principal: Xu Xuehong 2. Facility applicant: HanTing Xingkong (Shanghai) Hotel Management Co., Ltd. Legal representative / Principal: The] [Appendix 2: Contract No.: 16084000557 Fixed Assets Loan Agreement Borrower (Party A): Lishan Senbao (shanghai) Investment Management Co., Ltd. Lender (Party B): Shanghai Caohejing Hi-Tech Park Branch, Industrial and Commercial Bank of China Co., Ltd. Domicile (address): No. 900, Yishan Road Contents Article I Party A’s statement and suretyship Article II Type of loans Article III Use of loans Article] [16093500519 Contract No.: Fixed Assets Loan Contract 2009 Version) ( Special reminder: Lender: Shanghai Caohejing Hi-Tech Park Branch, Xu Guanghua Cheng Jiamin Responsible person: No. 900 Yishan Road, Shanghai 200233 Domicile (address): 54235423 64956495 Telephone: E-mail: chengjiamin_ch@sh.icbc.com.cn Borrower: HanTing Xingkong (Shanghai) Hotel Management Co., Ltd. Zhang Tuo Qian Lei Legal Representative: 3rd floor of No. 57 Building, No. 461 Hongcao] [March 5, 2010 Gentlemen: Shanghai, The People’s Republic of China EX-16.1 22 h03703exv16w1.htm EX-16.1] [List of Subsidiaries Directly-Owned Subsidiaries: Shanghai HanTing Hotel Management Group, Ltd. (PRC) (formerly known as Lishan Senbao (Shanghai) Investment Management Co., Ltd.) HanTing Xingkong (Shanghai) Hotel Management Co., Ltd. (PRC) Yiju (Shanghai) Hotel Management Co., Ltd. (PRC) HanTing (Tianjin) Investment Consulting Co., Ltd. (PRC) China Lodging Holdings (HK) Limited (Hong Kong) Indirectly-Owned Subsidiaries: 1. 100% Owned Subsidiaries (all PRC companies)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.1 24 h03703exv23w1.htm EX-23.1] [March 5, 2010 China Lodging Group, Limited 5th Floor, Block 57, No. 461 Hongcao Road Ladies and Gentlemen, Yours faithfully, Jun He Law Offices Beijing Head Office th junhebj@junhe.com China Resources Building Shanghai Office junhesh@junhe.com Shanghai Kerry Centre Shenzhen Office junhesz@junhe.com Shenzhen Development Dalian Office th junhedl@junhe.com Chinabank Plaza Haikou Office junhehn@junhe.com Nanyang Building New York Office th junheny@junhe.com 36W,] [February 26, 2010 Dear Ms. Zhang, Shanghai Inntie Hotel Management Hu Shengyang Chief Executive Officer EX-23.5 26 h03703exv23w5.htm EX-23.5] [Dear Ms Zhang China Lodging Group, Limited (the “Company”) “Registration Statement”) Yours faithfully EX-23.6 27 h03703exv23w6.htm EX-23.6] [February 8, 2010 Dear Ms. Zhang, Smith Travel Research Brad Garner Vice President (U.S.) +1 (615) 824 8664 • www.strglobal.com • (U.K.) +44 (0)20 7922 1930 EX-23.7 28 h03703exv23w7.htm EX-23.7] [2009.12.08 Dear Ms. Zhang, EX-23.8 29 h03703exv23w8.htm EX-23.8] [CHINA LODGING GROUP, LIMITED Code of Business Conduct and Ethics 1. Introduction Code This Code of Business Conduct and Ethics (the “ We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities including, but not limited to, relationships with employees,] [New York Madrid Menlo Park Tokyo Washington DC Beijing London Hong Kong Paris Howard Zhang 1 3 4 © 3 1 2 1 1 2 ±± 2 Ë«×Ó×ù´óÏÃÎ÷Ëþ26 March 5, 2010 VIA EDGAR Jennifer Gowetski, Senior Counsel Re: China Lodging Group, Limited – Registration Statement on Form F-1 Publicly Filed on March 5, 2010 Dear Ms. Gowetski: Company Registration Statement]

[Subject tompletion Preliminary prospectusted, 2010 American Depositary Shares China Lodging, Limited Representing Ordinary Shares This is our initial public offering. We are offering American depositary shares, orSs, each representing of our ordinary shares, par value US$0.0001 per share. No public market currently exists for our ordinary shares orSs.] [THEMPANIES LAW 1. The name of thempany is China Lodging, Limited. 2. The Registered Office of thempany shall be at the offices of Offshoreorporations (Cayman) Limited ofotia Centre, 4th Floor, PO Box 2804, George Town, Grandyman,1-1112,yman Islands. 3. Subject to the following provisions of this Memorandum, the objects for which thempany is established are unrestricted.] [EX-4.2 h03703exv4w2.htm 3 EX-4.2] [thted February 4 WINNER CROWNS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING, LIMITED ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING, LIMITED th THIS SERIES A PREFERRED SHARE PURCHASEREEMENT (thisreement) is made and entered into of February 4] [Executionpyted April18 th , 2007 WINNER CROWNS LIMITED and MS. TONG TONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING, LIMITED SUPPLEMENTALREEMENT of ORDINARY SHARE AND SERIES A PREFERRED SHARE Relating to CHINA LODGING, LIMITED Executionpy SUPPLEMENTALREEMENT th THIS 1.] [Executionpyted February 4 th , 2007 WINNER CROWNS LIMITED and MS. TONGTONG ZHAO and MR. JOHN JIONG WU and INVESTORS and CHINA LODGING, LIMITED SHAREHOLDERSREEMENT Executionpy Shareholdersreement th This Shareholdersreement (thisreement) is made and entered into of February 4 1. WINNER CROWNS LIMITED] [Dated June20, 2007 CHINA LODGING, LIMITED FOUNDERS NAMED INHEDULE 1 WFOES NAMED INHEDULE 2 and INVESTORS NAMED INHEDULE 3 SERIES B PREFERRED SHARE Page 1 SERIES B PREFERRED SHARES PURCHASEREEMENTreementmpanyhedule1 Founder Foundershedule2 WFOE WFOEshedule3 Investor Investors THIS SERIES B PREFERRED SHARES PURCHASEREEMENT (this] [Dated June20, 2007 CHINA LODGING, LIMITEDmpany ) AMENDED AND RESTATED TABLE OFNTENT RECITALS 1 CERTAIN DEFINITIONS 1 1. INFORMATION RIGHTS; BOARD REPRESENTATION 8 2. REGISTRATION RIGHTS 16 3. RIGHT OF PARTICIPATION 28 4. TRANSFER RESTRICTIONS 30 5. DRAG-ALONG RIGHTS 39 6.SIGNMENT AND AMENDMENT 40 7.NFIDENTIALITY AND NON-DISCLOSURE] [OF CHINA LODGING, LIMITED (Subject tojustment) NO. _____________ [DATE] THIS CERTIFIES THAT, Investor Holdermpany Effectivete Expirationte Purchase Price Purchasereement 1. CERTAIN DEFINITIONS.mpany Financing to the Transaction Documents (as defined in the Purchasereement) or the Share Option Plan (as defined in the Purchasereement).] [FORM OF SERIES BNVERTIBLE PREFERRED SHARES SUBSCRIPTIONREEMENT CHINA LODGING, LIMITED Gentlemen:reementmpany SeriesB Preferred Shares This SeriesBnvertible Preferred Shares Subscriptionreement (this Shares 1. Bank: SWIFTde: Account No.: Beneficiary: 2. (a)The subscription for the Sharesntained herein may be accepted or rejected, in whole or in part, by thempany in its sole andsolute discretion. No subscription shall be] [CHINA LODGING, LIMITED No. 1 1,500,000 Shares FOR VALUE RECEIVED, CHINA LODGING, LIMITEDmpany Holdermmon Stock Definitions. 1. Board of Directors Businessy Exercise Price Expiration Time Person 2. provided (c) Restrictive Legend 3. Reservation of Shares 4. Fractional Shares. 5. 6. Restrictions on Transfer. 7. 8. Anti-dilution Provisions] [CHINA LODGING, LIMITED No. 2 200,000 Shares FOR VALUE RECEIVED, CHINA LODGING, LIMITEDmpany Holdermmon Stock Definitions. 1. Board of Directors Businessy Exercise Price Expiration Time Person 2. provided Restrictive Legend 3. Reservation of Shares 4. Fractional Shares. 5. 6. Restrictions on Transfer. 7. 8. Anti-dilution Provisions] [[DAVIS POLK & WARDWELL LETTERHEAD] March 5, 2010 5th Floor, Block 57, No.461 Hongcao Road Ladies and Gentlemen: We are of the opinion that the section entitled Taxation U.S. Federalome Taxnsiderations in the Registration Statement, insofar it relates to U.S. federalome tax matters currently applicable to U.S. holders of thempanys ordinary shares or American depositary] [CHINA LODGING, LIMITED AMENDED AND RESTATED 2007 GLOBAL SHARE PLAN th th (adopted by thempanys Board of Directors on February 4 Purposes of the Plan 1. Definitions 2. Acquisitionte (a)ministrator (b) Applicable Law (c) Award (d) Board (e) Change inntrol (f) (i)any person (as such term is used in Sections 13(d) and 14(d) of the] [CHINA LODGING, LIMITED AMENDED AND RESTATED 2008 GLOBAL SHARE PLAN (adopted by thempanys Board of Directors on June15, 2007; Purposes of the Plan 1. Definitions 2. Acquisitionte (a)ministrator (b) Applicable Law (c) Award (d) Board (e) Change inntrol (f) (i)any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)] [CHINA LODGING, LIMITED . Purpose. Section1 The purpose of this China Lodging, Limited 2009 Shareentive Plan is to enhance theility of China Lodging, Limited to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of thempany.] [CHINA LODGING, LIMITED FORM OF INDEMNIFICATIONREEMENT This Indemnificationreement (Agreement) is made of by and between China Lodging, Limited, ayman Islandsmpany (thempany), and _____________________(Indemnitee). WHEREAS, thempany wishes to attract and retain the services of Indemnitee, to serve a member of the board of directors (Director) or an officer (Officer) of thempany; and] [FORM OF EMPLOYMENTREEMENT Between China Lodging , Limited And an Executive Officer EMPLOYMENTREEMENT This EMPLOYMENTREEMENT (thereement) is signed on INNSIDERATION OF the mutualvenants hereinntained, and other good and valuablensideration, the parties heretoree follows: 1. Employment Thempany herebyrees to employ the Employee and the Employee herebyrees to serve an employee of thempany and one or more] [China Merchants Bank Facilityreement (For sharing facility of workingpital loans without individualreements) January, 2008 Facilityreement 2009 Jing 21090619 Ref: 1.Creditor: China Merchants Bank Shanghai Jingansi Branch (hereafter referred to Party A) Principal: Xu Xuehong 2.Facility applicant: HanTing Xingkong (Shanghai) Hotel Management] [Appendix2:ntract No.: 16084000557 Fixedsets Loanreement Borrower (Party A): Lishan Senbao (shanghai)Investment Management Lender (Party B): Shanghaiohejing Hi-Tech Park Branch, Industrial andmmercial Bank of China Domicile (address): No.900, Yishan Roadntents ArticleI Party statement and suretyship ArticleII Type of loans ArticleIII Use of loans] [16093500519ntract No.: Fixedsets Loanntract 2009 Version) (ecial reminder: Lender: Shanghaiohejing Hi-Tech Park Branch, Xu Guanghua Cheng Jiamin Responsible person: No.900 Yishan Road, Shanghai 200233 Domicile (address): 54235423 64956495 Telephone: E-mail: chengjiamin_ch@sh.icbc.com.cn Borrower: HanTing Xingkong (Shanghai) Hotel Management Zhang Tuo Qian Lei Legal Representative: 3rd floor of No.57 Building, No.461 Hongcao Road] [March5, 2010 Gentlemen: Shanghai, The Peoples Republic of China EX-16.1 h03703exv16w1.htm 22 EX-16.1] [List of Subsidiaries Directly-Owned Subsidiaries: Shanghai HanTing Hotel Management, (PRC) (formerly known Lishan Senbao (Shanghai) Investment Management) HanTing Xingkong (Shanghai) Hotel Management (PRC) Yiju (Shanghai) Hotel Management (PRC) HanTing (Tianjin) Investmentnsulting (PRC) China Lodgings (HK)Limited (Hong Kong) Indirectly-Owned Subsidiaries:] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.1 h03703exv23w1.htm 24 EX-23.1] [March 5, 2010 China Lodging, Limited 5th Floor, Block 57, No.461 Hongcao Road Ladies and Gentlemen, Yours faithfully, Jun He Law Offices Beijing Head Office th junhebj@junhe.com China Resources Building Shanghai Office junhesh@junhe.com Shanghai Kerry Centre Shenzhen Office junhesz@junhe.com Shenzhen Developmentlian Office th junhedl@junhe.com Chinabank Plaza Haikou Office junhehn@junhe.com] [February 26, 2010 Dear Ms.Zhang, Shanghai Inntie Hotel Management Hu Shengyang Chief Executive Officer EX-23.5 h03703exv23w5.htm 26 EX-23.5] [Dear Ms Zhang China Lodging, Limited (thempany) Registration Statement) Yours faithfully EX-23.6 h03703exv23w6.htm 27 EX-23.6] [February8, 2010 Dear Ms.Zhang, Smith Travel Research Brad Garner Vice President (U.S.) +1 (615)824 8664 www.strglobal.com (U.K.) +44 (0)20 7922 1930 EX-23.7 h03703exv23w7.htm 28 EX-23.7] [2009.12.08 Dear Ms.Zhang, EX-23.8 h03703exv23w8.htm 29 EX-23.8] [CHINA LODGING, LIMITEDde of Businessnduct and Ethics 1. Introductionde Thisde of Businessnduct and Ethics (the We must strive to foster a culture of honesty and accountability. Ourmmitment to the highest level of ethicalnduct should be reflected inl of thempanys business activitiesluding, but not limited to, relationships with employees, customers, suppliers,mpetitors, the government and the public,luding] [New York Madrid Menlo Park Tokyo Washington DC Beijing London Hong Kong Paris Howard Zhang 1 3 4 3 1 2 1 1 2 2 26 March5, 2010 VIA EDGAR Jennifer Gowetski, Seniorunsel Re: China Lodging, Limited Registration Statement on Form F-1 Publicly Filed on March5, 2010 Dear Ms.Gowetski:]