[] [The Companies Law (Revised) Company Limited by Shares THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF China Lodging Group, Limited 1. The name of the Company is China Lodging Group, Limited. 2. The Registered Office of the Company shall be at the offices of Cricket Square, Hutchins Drive, P.O.Box 2681, Grand Cayman KY1-1111, Cayman Islands. 3. Subject to the following] [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)” and “Receipt(s)” 2 Section 1.5 “American Depositary Share(s)” and “ADS(s)” 2 Section 1.6 “Articles of Association” 2 Section 1.7 “Beneficial Owner” 2 Section 1.8 “Certificated ADS(s)” 3 Section 1.9 “Commission”] [12 March 2010 China Lodging Group, 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: People’s Republic of China Dear Sirs, China Lodging Group, Limited (the “Company”) For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also] [12 March 2010 China Lodging Group, 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: People’s Republic of China Dear Sirs, China Lodging Group, Limited (the “Company”) Shares Registration Statement Securities Act Commission We have acted as special legal counsel in the Cayman Islands to the] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company China Lodging Group, Limited, a company incorporated in the Cayman Islands (the “ (2) Purchaser Party, Parties Ctrip.com International, Ltd., a company incorporated in the Cayman Islands (the “ W I T N E S S E T H WHEREAS Registration Statement SEC Offering ADS Ordinary Shares WHEREAS] [Execution Version INVESTOR AND REGISTRATION RIGHTS AGREEMENT Agreement THIS INVESTOR REGISTRATION RIGHTS AGREEMENT (this “ (1) Company China Lodging Group, Limited, a company incorporated in the Cayman Islands (the “ (2) Investor Ctrip.com International, Ltd., a company incorporated in the Cayman Islands (the “ Parties Party The parties listed above are referred to herein collectively as “ RECITALS A. Subscription] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu CPA Ltd. EX-23.1 8 h03703a1exv23w1.htm EX-23.1] [March 12, 2010 China Lodging Group, Limited Ladies and Gentlemen: [ Sincerely yours, Min Fan EX-23.9 9 h03703a1exv23w9.htm EX-23.9]