[EHI CAR SERVICES LIMITED TABLE OF CONTENTS Page INTRODUCTION 3 3 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 ITEM 3. KEY INFORMATION 4 ITEM 4. INFORMATION ON THE COMPANY 27 ITEM 4A. UNRESOLVED STAFF COMMENTS 44 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 44 ITEM 6.] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF EHI CAR SERVICES LIMITED (Adopted by Special Resolution on December 28, 2015) 1. The name of the Company is eHi Car Services Limited. 2. The registered office of the Company shall be at the offices of offices of Offshore] [Loan Facility Agreement Party A: Shanghai eHi Car Rental Co., Ltd. Party B: Ctrip Computer Technology (Shanghai) Co., Ltd. In light of the needs in its business operation, Party A wishes to borrow from Party B a loan in the amount of RMB300 million at a rate of 6.9% per annum and with a term of three years. The interest] [Financing Cooperation Agreement between Shanghai eHi Car Rental Co., Ltd. and China Development Bank July 17, 2015 1 Party A: Shanghai eHi Car Rental Co., Ltd. Address: 12 th Legal representative: Ruiping Zhang Postal code: 200062 Entity handling the matter: Peron in charge: Hongtao Han Ying Cheng Tel: 021-28901111 Facsimile: Party B: China Development Bank, Shanghai Branch] [EXECUTION VERSION PURCHASE AGREEMENT December 1, 2015 J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Deutsche Bank AG, Singapore Branch One Raffles Quay #17-00 South Tower Singapore 048583 As the Initial Purchasers Ladies and Gentlemen: Introductory Company Initial Purchasers Notes Indenture Trustee DTC Guarantors Guarantees Securities The payment of principal of, premium, if any,] [EXECUTION VERSION EHI CAR SERVICES LIMITED and THE ENTITIES LISTED ON SCHEDULE I HERETO and CITICORP INTERNATIONAL LIMITED Indenture Dated as of December 8, 2015 7.50% Senior Notes Due 2018 TABLE OF CONTENTS RECITALS ARTICLE 1 PAGE Definitions Section 1.01 . 2 . Rules of Construction Section 1.02 31 ARTICLE 2 ISSUE, EXECUTION, FORM AND REGISTRATION OF NOTES . Authentication] [Execution Version SHARE PURCHASE AGREEMENT BY AND BETWEEN * AS PURCHASER AND EHI CAR SERVICES LIMITED AS SELLER JUNE SHANGHAI, THE PEOPLE’S REPUBLIC CHINA * TABLE OF CONTENTS Page ARTICLE I Definitions 2 Section 1.1 Certain Definitions 2 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II Sale and Purchase of Shares 6] [Loan Contract Contract No.: Loan Contract Between Shanghai eHi Car Rental Co., Ltd. and Shanghai Chenghuan Car Rental Co., Ltd. January, 2016 Loan Contract This Contract is entered into by the following parties in Putuo District, Shanghai on January 8, 2016: Party A: Shanghai eHi Car Rental Co., Ltd. Legal representative: Zhang Ruiping Address: 12F, Building 5, Lane 388, Daduhe] [Supplement to Loan Contract Contract No.: Supplement to Loan Contract Among Shanghai eHi Car Rental Co., Ltd. and Shanghai Chenghuan Car Rental Co., Ltd. Shanghai Chenghuan Car Service Co., Ltd. Shanghai Chenghuan Business Consulting Co., Ltd. Shanghai Benyuan Car Rental Co., Ltd. Shanghai Dingxi Car Rental Co., Ltd. Shanghai Er’xie Industry Co., Ltd. Cheng Rong Ji Haifeng January, 2016 Supplement] [Guarantee Contract Contract No.: Guarantee Contract between Shanghai eHi Car Rental Co., Ltd. and Shanghai Chenghuan Car Service Co., Ltd. January 2016 Guarantee Contract Lender (full name): Shanghai eHi Car Rental Co., Ltd. Guarantor (full name): Shanghai Chenghuan Car Service Co., Ltd. Shanghai Chenghuan Business Consulting Co., Ltd. Shanghai Benyuan Car Rental Co., Ltd. Shanghai Dingxi Car Rental Co., Ltd.] [Guarantee Contract Contract No.: Guarantee Contract between Shanghai eHi Car Rental Co., Ltd. and CHENG Rong JI Haifeng January 2016 Guarantee Contract Lender (full name): Shanghai eHi Car Rental Co., Ltd. Guarantor (full name): CHENG Rong JI Haifeng To ensure the performance of the Loan Contract (contract No.[ · Article One The type of the debt guaranteed hereunder is a] [Shanghai eHi Car Rental Co., Ltd. Equity Pledge Agreement Agreement No. Equity Pledge Agreement between Shanghai eHi Car Rental Co., Ltd. (as the Pledgee) and Cheng Rong (as the Pledgor) January 2016 1 Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is made on January 8, 2016 in Shanghai by and between: Pledgee: Shanghai eHi Car Rental Co., Ltd.] [Shanghai eHi Car Rental Co., Ltd. Equity Pledge Agreement Agreement No. Equity Pledge Agreement between Shanghai eHi Car Rental Co., Ltd. (as the Pledgee) and Ji Haifeng (as the Pledgor) January 2016 1 Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is made on January 8, 2016 in Shanghai by and between: Pledgee: Shanghai eHi Car Rental Co., Ltd.] [Subsidiaries Place of Incorporation Brave Passion Limited British Virgin Islands eHi Auto Services (Hong Kong) Holding Limited Hong Kong L&L Financial Leasing Holding Limited Hong Kong Shuzhi Information Technology (Shanghai) Co., Ltd. PRC Shanghai eHi Car Rental Co., Ltd. PRC Shanghai Taihao Financial Leasing Co., Ltd. PRC] [Certification by the Chief Executive Officer I, Ray Ruiping Zhang, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the] [Certification by the Chief Financial Officer I, Colin Chitnim Sung, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the] [Section 906 of the Sarbanes-Oxley Act of 2002 Ray Ruiping Zhang Chief Executive Officer EX-13.1 17 a16-1211_1ex13d1.htm EX-13.1] [Section 906 of the Sarbanes-Oxley Act of 2002 Colin Chitnim Sung Chief Financial Officer EX-13.2 18 a16-1211_1ex13d2.htm EX-13.2] [eHi Car Services Limited Unit 12/F, Building No.5 Guosheng Center 388 Daduhe Road Shanghai 200062 People’s Republic of China 26 April 2016 Dear Sir eHi Car Services Limited Company We have acted as legal advisers as to the laws of the Cayman Islands to eHi Car Services Limited, an exempted limited liability company incorporated in the Cayman Islands (the “] [GRANDALL LAW FIRM LETTERHEAD eHi Car Services Limited April 26, 2016 Unit 12/F, Building No.5, Guosheng Center, 388 Daduhe Road Shanghai, 200062 The People’s Republic of China RE: eHi Car Services Limited Dear Sirs/Madams, Company We have acted as legal advisors as to the laws of the People’s Republic of China to eHi Car Services Limited, an exempted limited liability] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form PricewaterhouseCoopers Zhong Tian LLP Shanghai April 26 EX-15.3 21 a16-1211_1ex15d3.htm EX-15.3]