BTG Hotels (Group) Co., Ltd.

BTG Hotels Group (HONGKONG) Holdings Co., Limited

51 Fuxingmen Avenue

Xicheng District, Beijing 100031

People’s Republic of China

(+86-10) 6601-4466

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* This statement on Schedule 13D (the “Schedule 13D”) represents Amendment No. 1 to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on June 22, 2015 (the “Original Filing”) by Beijing Tourism Group Co., Ltd. (“BTG”), Poly Victory Investments Limited (“Poly Victory”), Neil Nanpeng Shen (“Mr. Shen”), Smart Master International Limited (“Smart Master”), James Jianzhang Liang (“Mr. Liang”), David Jian Sun (“Mr. Sun”) and Peace Unity Investments Limited (“Peace Unity”), with respect to the ordinary shares, par value $0.005 per share (“Ordinary Shares”), of Homeinns Hotel Group, a Cayman Islands Company (the “Company”).

This Schedule 13D represents Amendment No. 4 to the statement on Schedule 13D filed by Ctrip.com International, Ltd. (“Ctrip”), C-Travel International Limited (“C-Travel”) and Ctrip.com (Hong Kong) Limited (“Ctrip (HK)”) on December 10, 2008 with respect to the Ordinary Shares of the Company, as amended by Amendment No. 1 filed on December 30, 2008, Amendment No. 2 filed on May 21, 2009 and Amendment No. 3 filed on June 22, 2015 (the “Ctrip Schedule 13D”).

Except as amended and supplemented hereby, each of the Original Filing and Ctrip Schedule 13D remains in full force and effect.

This Schedule 13D represents an initial Schedule 13D filing by each of BTG Hotels (Group) Co., Ltd. (“BTG Hotels”), BTG Hotels Group (HONGKONG) Holdings Co., Limited (“Holdco”), Ctrip Travel Information Technology (Shanghai) Co., Ltd. (“Ctrip Shanghai”), Chung Lau (“Ms. Lau”), Wise Kingdom Group Limited (“Wise Kingdom”), Townbright Holdings Limited (“Townbright”) and Jason Xiangxin Zong (“Mr. Zong”) with respect to the Ordinary Shares of the Company.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

⁽¹⁾         Includes Ordinary Shares beneficially owned by Poly Victory, Ctrip Shanghai, Mr. Shen, Smart Master, Wise Kingdom, Mr. Sun, Peace Unity and Mr. Zong, in respect of which BTG Hotels may be deemed to possess shared voting power pursuant to the Support Agreement, dated December 6, 2015, by and among BTG Hotels, Holdco, Poly Victory, Ctrip Shanghai, Mr. Shen, Smart Master, Mr. Sun, Peace Unity, Mr. Zong and Wise Kingdom.

⁽²⁾         The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels, together with 440,220 Ordinary Shares issuable upon exercise of options held by Mr. Shen, Mr. Sun and Mr. Zong that are exercisable within 60 days after December 6, 2015.

⁽¹⁾          Includes Ordinary Shares beneficially owned by Poly Victory, Ctrip Shanghai, Mr. Shen, Smart Master, Wise Kingdom, Mr. Sun, Peace Unity and Mr. Zong, in respect of which Holdco may be deemed to possess shared voting power pursuant to the Support Agreement, dated December 6, 2015, by and among BTG Hotels, Holdco, Poly Victory, Ctrip Shanghai, Mr. Shen, Smart Master, Mr. Sun, Peace Unity, Mr. Zong and Wise Kingdom.

⁽²⁾          The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels, together with 440,220 Ordinary Shares issuable upon exercise of options held by Mr. Shen, Mr. Sun and Mr. Zong that are exercisable within 60 days after December 6, 2015.

⁽¹⁾         Includes 15,128 Ordinary Shares held by Beijing Tourism Group (HK) Holdings Company Limited, which is wholly owned and controlled by BTG.

⁽²⁾         Includes 13,446,959 Ordinary Shares held by Poly Victory, which is wholly owned and controlled by BTG, and 1,279,206 Ordinary Shares represented by 639,603 American depositary shares of the Company, each representing two Ordinary Shares, held by Poly Victory.

⁽³⁾         The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels.

⁽¹⁾         Includes 13,446,959 Ordinary Shares held by Poly Victory and 1,279,206 Ordinary Shares represented by 639,603 American depositary shares held by Poly Victory.

⁽²⁾         The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels.

⁽¹⁾         Includes 14,400,765 Ordinary Shares held by Ctrip Shanghai, which is wholly owned and controlled by Ctrip, indirectly through Ctrip (HK).

⁽²⁾         The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels.

⁽¹⁾         See Item 5(e).

⁽¹⁾         Includes 14,400,765 Ordinary Shares held by Ctrip Shanghai, which is wholly owned by Ctrip (HK).

⁽²⁾         The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels.

⁽¹⁾         Includes 14,400,765 Ordinary Shares held by Ctrip Shanghai.

⁽²⁾         The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels.

⁽¹⁾          Includes (i) 375,500 Ordinary Shares held by Mr. Shen, (ii) 3,275,389 Ordinary Shares held by Smart Master, a British Virgin Islands company owned and controlled by Mr. Shen and his spouse, (iii) 183,356 Ordinary Shares represented by 91,678 American depositary shares held by Smart Master, and (iv) 33,000 Ordinary Shares issuable upon exercise of options held by Mr. Shen that are exercisable within 60 days after December 6, 2015.

⁽²⁾          The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels, together with 33,000 Ordinary Shares issuable upon exercise of options held by Mr. Shen that are exercisable within 60 days after December 6, 2015.

⁽¹⁾         Includes (i) 3,275,389 Ordinary Shares held by Smart Master and (ii) 183,356 Ordinary Shares represented by 91,678 American depositary shares held by Smart Master International Limited.

⁽²⁾         The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels.

⁽¹⁾          Includes (i) 4,500 Ordinary Shares held by Mr. Liang and (ii) 16,500 Ordinary Shares issuable upon exercise of options held by Mr. Liang that are exercisable within 60 days December 6, 2015.

⁽²⁾          Includes 317,294 Ordinary Shares represented by 158,647 American depositary shares held by Wise Kingdom, a British Virgin Islands company wholly owned and controlled by Ms. Lau, Mr. Liang’s spouse.

⁽³⁾          The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels, together with 16,500 Ordinary Shares issuable upon exercise of options held by Mr. Liang that are exercisable within 60 days after December 6, 2015.

⁽¹⁾          Includes (i) 317,294 Ordinary Shares represented by 158,647 American depositary shares held by Wise Kingdom, a British Virgin Islands company wholly owned and controlled by Ms. Lau, (ii) 4,500 Ordinary Shares held by Mr. Liang, Ms. Lau’s spouse, and (iii) 16,500 Ordinary Shares issuable upon exercise of options held by Mr. Liang that are exercisable within 60 days December 6, 2015.

⁽³⁾          The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels, together with 16,500 Ordinary Shares issuable upon exercise of options held by Mr. Liang that are exercisable within 60 days after December 6, 2015.

⁽¹⁾          Includes 317,294 Ordinary Shares represented by 158,647 American depositary shares held by Wise Kingdom.

⁽²⁾          The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels.

⁽¹⁾          Includes (i) 30,138 Ordinary Shares held by Mr. Sun, (ii) 228,806 Ordinary Shares held by Peace Unity, a British Virgin Islands company wholly owned and controlled by Mr. Sun indirectly through Townbright, a British Virgin Islands company wholly owned and controlled by Mr. Sun, (iii) 40,000 Ordinary Shares represented by 20,000 American depositary shares held by Peace Unity, and (iv) 234,000 Ordinary Shares issuable upon exercise of options held by Mr. Sun that are exercisable within 60 days December 6, 2015.

⁽²⁾          The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels, together with 234,000 Ordinary Shares issuable upon exercise of options held by Mr. Sun that are exercisable within 60 days after December 6, 2015.

⁽¹⁾          Includes (i) 228,806 Ordinary Shares held by Peace Unity, a British Virgin Islands company wholly owned and controlled by Townbright, and (ii) 40,000 Ordinary Shares represented by 20,000 American depositary shares held by Peach Unity.

⁽²⁾          The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels.

⁽¹⁾          Includes (i) 228,806 Ordinary Shares held by Peace Unity and (ii) 40,000 Ordinary Shares represented by 20,000 American depositary shares held by Peach Unity.

⁽²⁾          The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels.

⁽¹⁾          Includes (i) 74,272 Ordinary Shares held by Mr. Zong, (ii) 10,000 Ordinary Shares represented by 5,000 American depositary shares held by Mr. Zong and (iii) 173,200 Ordinary Shares issuable upon exercise of options held by Mr. Zong that are exercisable within 60 days December 6, 2015.

⁽²⁾          The calculation is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Agreement and Plan of Merger, dated December 6, 2015, by and among the Company, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd and, solely for certain purposes specified therein, BTG Hotels, together with 173,200 Ordinary Shares issuable upon exercise of options held by Mr. Zong that are exercisable within 60 days December 6, 2015.

Item 1. Security and Issuer.

This Schedule 13D relates to the Ordinary Shares of the Company.

ADSs of the Company are listed on Nasdaq Global Market under the symbol “HMIN.”

The principal executive offices of the Company are located at No. 124 Cao Bao Road, Xu Hui District, Shanghai 200235, People’s Republic of China (the “PRC”).

Item 2. Identity and Background.

BTG Hotels, Holdco, BTG, Poly Victory, Ctrip, C-Travel, Ctrip (HK), Ctrip Shanghai, Mr. Shen, Smart Master, Mr. Liang, Ms. Lau, Wise Kingdom, Mr. Sun, Townbright, Peace Unity and Mr. Zong are collectively referred to herein as “Reporting Persons,” and each, a “Reporting Person.”

With respect to the Original Filing and the Ctrip Schedule 13D, the following supersedes information previously provided in Item 2:

(a)-(c), (f) This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Schedule 13D.

Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Ordinary Shares (including Ordinary Shares represented by the ADSs) held by each other Reporting Person.

The agreement among the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

BTG Hotels is a PRC joint stock company listed on the Shanghai Stock Exchange and is principally engaged in the management of hotels and tourism destinations. BTG holds a 60.12% equity interest in BTG Hotels. Holdco is a wholly owned subsidiary of BTG Hotels incorporated in Hong Kong and was formed solely for the purpose of engaging in the Merger (as defined in Item 4 below). The principal business address of each of BTG Hotels and Holdco is c/o 51 Fuxingmennei Avenue, Xicheng District, Beijing 100031, People’s Republic of China.

BTG is a tourism service group with subsidiaries that are engaged in dining, lodging, transportation, travel, shopping, entertainment and other businesses in the PRC and abroad. BTG is a state-owned enterprise organized and existing under the laws of the PRC. The principal business address of BTG is No. 10 Yabao Road, Chaoyang District, Beijing 100020, People’s Republic of China.

Poly Victory is principally an investment holding vehicle. Poly Victory is a company organized and existing under the laws of the British Virgin Islands, and is wholly owned and controlled by BTG. The principal business address of Poly Victory Investments Limited is Room 3406, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong.

Ctrip is a holding company whose American depositary shares representing its ordinary shares are listed on the NASDAQ Global Select Market. Through its various subsidiaries and consolidated affiliated entities, Ctrip operates as a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in the PRC. C-Travel carries out various equity and/or strategic investment activities of Ctrip. Ctrip (HK) is principally engaged in providing travel-related service. Ctrip Shanghai is principally engaged in the research, development and provision of travel software and related information and technology consulting services. Both C-Travel and Ctrip (HK) are wholly owned subsidiaries of Ctrip. Ctrip Shanghai is a wholly owned subsidiary of Ctrip (HK). The business address of each of Ctrip, C-Travel, Ctrip (HK) and Ctrip Shanghai is c/o 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China.

Mr. Shen is the Co-Founder and Co-Chairman of the Board of Directors of the Company and an Independent Director of Ctrip. Smart Master is principally an investment holding vehicle. Smart Master is a company organized and existing under the laws of the British Virgin Islands, and is owned and controlled by Mr. Shen and his spouse. The business address of each of Mr. Shen and Smart Master is c/o Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong.

Mr. Liang is the Co-Founder and Director of the Company and Chairman of the Board of Directors and Chief Executive Officer of Ctrip. The business address of Mr. Liang is c/o 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China. Ms. Lau is the spouse of Mr. Liang. Wise Kingdom is principally an investment holding vehicle. Wise Kingdom is a company organized and existing under the laws of the British Virgin Islands, and is wholly owned and controlled by Ms. Lau. The address of each of Ms. Lau and Wise Kingdom is 1883 Huamu Road, Pudong New District, Shanghai 200120, People’s Republic of China.

Mr. Sun is the Chief Executive Officer and Director of the Company. Each of Townbright and Peace Unity is principally an investment holding vehicle and is a company organized and existing under the laws of the British Virgin Islands. Townbright is wholly owned and controlled by Mr. Sun, and Peace Unity is wholly owned and controlled by Townbright. The business address of each of Mr. Sun, Townbright and Peace Unity is c/o No. 124, Caobao Road, Xuhui District, Shanghai 200235, People’s Republic of China.

Mr. Zong is the President-Chief Operating Officer of the Company. The business address of Mr. Zong is c/o No. 124, Caobao Road, Xuhui District, Shanghai 200235, People’s Republic of China.

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of BTG Hotels, Holdco, BTG, Poly Victory, Ctrip, C-Travel, Ctrip (HK), Ctrip Shanghai, Smart Master, Wise Kingdom, Townbright and Peace Unity are set forth on Schedule A hereto and are incorporated herein by reference.

(d), (e) During the last five years, none of the Reporting Persons and, to the best knowledge of each Reporting Person, any of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

With respect to the Original Filing and the Ctrip Schedule 13D, Item 3 is hereby supplemented as follows:

Pursuant to an agreement and plan of merger, dated as of December 6, 2015 (the “Merger Agreement”), among Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Holdco (“Merger Sub”), the Company, and solely for the purposes specified therein, BTG Hotels, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company (the “Merger”). The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety in this Item 3. The information disclosed in this paragraph is qualified in its entity by reference to the Merger Agreement, a copy of which is filed as Exhibit E and is incorporated by reference in its entirety.

It is anticipated that, at a price of US$35.80 in cash per ADS or US$17.90 in cash per Ordinary Share, approximately US$1.12 billion will be expended in acquiring approximately 62.8 million outstanding Ordinary Shares, including Ordinary Shares represented by ADSs (calculated based on the number of outstanding Ordinary Shares as of December 6, 2015 and excluding Ordinary Shares, including Ordinary Shares represented by certain ADSs, held by Poly Victory, Ctrip Shanghai, Mr. Shen, Smart Master, Mr. Sun, Peace Unity, Mr. Zong and Wise Kingdom (collectively, the “Rollover Shareholders,” and each, a “Rollover Shareholder”), as set forth opposite their respective names on Schedule B hereto (collectively, the “Rollover Shares”)).

The financing for the Merger and other transactions contemplated by the Merger Agreement will be obtained pursuant to a debt commitment letter, dated as of December 6, 2015 (the “Debt Commitment Letter”), delivered by Industrial and Commercial Bank Limited, New York Brach (the “Lender”), to BTG Hotels and Holdco. Under the terms and subject to the conditions of the Debt Commitment Letter, the Lender will provide a senior secured term loan facility in an aggregate amount of up to US$1.2 billion to Holdco. The information disclosed in this paragraph is qualified in its by reference to the Debt Commitment Letter, a copy of which is filed as Exhibit F and is incorporated by reference in its entirety.

In addition, BTG Hotels, BTG and the Rollover Shares (other than Poly Victory) entered into an Agreement of Asset Purchase by Share Issue, dated as of December 6, 2015 (the “Share Exchange Agreement”). On the terms and subject to the conditions of the Share Exchange Agreement , BTG Hotels will (i) issue 109,218,761 common shares of BTG Hotels to BTG in exchange for all of the issued and outstanding shares of Poly Victory held by BTG and (ii) issue to each Rollover Shareholder (other than Poly Victory), in exchange for Rollover Shares held by them, certain number of common shares of BTG Hotels as set forth opposite their respective names on Schedule B thereto (the “Share Exchange Transaction”). Pursuant to the Share Exchange Agreement, in determining the number of common shares of BTG Hotels to be issued, the price of each Rollover Share is equal to the $17.90 per Ordinary Share merger consideration under the Merger Agreement, and the price per BTG Hotels common shares used is RMB15.69 per share, as permitted under applicable PRC regulations. The information disclosed in this paragraph is qualified in its entirety by reference to the Share Exchange Agreement, a copy of which is filed as Exhibit G hereto and is incorporated by reference in its entirety.

Item 4. Purpose of Transaction.

With respect to the Original Filing and the Ctrip Schedule 13D, Item 4 is hereby supplemented as follows:

Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company being the surviving company. At the effective time of the Merger (the “Effective Time”), each Ordinary Share, including Ordinary Shares represented by ADSs, issued and outstanding immediately prior to the Effective Time, other than (i) the Rollover Shares, (ii) Ordinary Shares owned by any shareholder of the Issuer who validly exercises, and has not effectively withdrawn or lost, such shareholder’s right to dissent from the Merger in accordance with Section 238 of the Companies Law (2013 Revision) of the Cayman Islands, and (iii) the Excluded Shares (as defined below), will be cancelled and shall thereafter represent the right to receive an amount equal to US$17.90 in cash per Ordinary Share, and each ADS issued and outstanding prior to the Effective Time (other than ADSs that represent Rollover Shares, if any, and Excluded Shares (as defined below)) shall represent the right to surrender the ADS in exchange for US$35.80 in cash per ADS, in each case, without interest and net of any applicable withholding taxes. “Excluded Shares” means, Ordinary Shares, including Ordinary Shares represented by ADSs, that are held by the Company of any of its subsidiaries and that are reserved for issuance and allocation pursuant to the currently effective share incentive plan of the Company. Each of the Excluded Shares and ADSs representing the Excluded Shares will be cancelled and cease to exist at the Effective Time without payment of any consideration or distribution therefor.

The consummation of the Merger is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement including obtaining the requisite approval of the Company’s shareholders, the requisite approval of BTG Hotels’ shareholders and requisite regulatory approvals, in each case, with respect to the transactions contemplated thereby and as set forth in the Merger Agreement. Pursuant to the Merger Agreement, the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement by the Company’s shareholders requires both (i) a special resolution in accordance with Cayman Islands law by the affirmative vote of holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy at a meeting of the Company’s shareholders (the “Company Shareholders’ Meeting”), and (ii) so long as the Shares (excluding Shares held by the Rollover Shareholders) present and voting in person or by proxy at the Company Shareholders’ Meeting exceed 50% of all of the issued and outstanding Shares of the Company as of the close of business on the record date established for the Company Shareholders’ Meeting, the affirmative vote of holders of shares representing more than 50% of the Shares (excluding the Shares held by the Rollover Shareholders) in person or by proxy at the Company Shareholders’ Meeting. The Merger Agreement may be terminated by the Company or Holdco under certain circumstances.

The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit E and is incorporated herein by reference in its entirety.

If the Merger is consummated, the Company’s ADSs will become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and will be delisted from the Nasdaq Global Market, and the Company will be privately held by Holdco and the Rollover Shareholders.

Concurrently with the execution of the Merger Agreement, BTG Hotels, BTG, the Rollover Shareholders, Ctrip, Mr. Liang and Ms. Lau entered into a support agreement (the “Support Agreement”), pursuant to which each of Ctrip, the Rollover Shareholders, who, collectively, own approximately 34.9% of the issued and outstanding Ordinary Shares of the Company, agrees (i) to vote any and all of their Shares in favor of the authorization and approval of the Merger Agreement and the transactions contemplated thereby and appoints BTG Hotels or any person designated by BTG Hotels as proxy and attorney-in-fact to vote their Shares; (ii) to receive no cash consideration with respect to the Rollover Shares; and (iii) that all of the Rollover Shares will be converted into ordinary shares of the surviving company at the Effective Time, in each case, upon the terms and subject to the conditions of the Support Agreement. The information disclosed in this paragraph is qualified in its entirety by reference to the Support Agreement, a copy of which is filed as Exhibit H and is incorporated herein by reference in its entirety.

In addition, BTG Hotels, Poly Victory, Ctrip, Mr. Shen, Mr. Liang and Mr. Sun (collectively, the “Buyer Consortium”) entered into a consortium agreement (the “Consortium Agreement”), pursuant to which members of the Buyer Consortium members have agreed to, among other things, (i) form a consortium to work exclusively with one another for a period until September 5, 2016 or until the Consortium Agreement is terminated; (ii) to cooperate and proceed in good faith to negotiate and (iii) to cooperate in appointing legal, financial and other advisors, in each case, to undertake the transaction contemplated thereby. The information disclosed in this paragraph is qualified in its entirety by reference to the Consortium Agreement, a copy of which is filed as Exhibit I and is incorporated herein by reference in its entirety.

Furthermore, BTG Hotels, BTG and the Rollover Shareholders (other than Poly Victory) entered into the Share Exchange Agreement in connection with the Share Exchange Transaction. The consummation of the Share Exchange Transaction is subject to the satisfaction of various conditions set forth in the Share Exchange Agreement, including obtaining requisite regulatory approvals with respect to the Share Exchange Transaction. The consummation of the Share Exchange Transaction is not conditional on the consummation of the Merger, and the consummation of the Merger is not conditional on the consummation of the Share Exchange Transaction. Pursuant to the Share Exchange Agreement, BTG and the Rollover Shareholders (other than Poly Victory), which will subscribe for BTG Hotels common shares in the Share Exchange Transaction, have also agreed to certain lock-up periods with respect to the newly issued BTG Hotels common shares as set forth therein. The information disclosed in this paragraph is qualified in its entirety by reference to the Share Exchange Agreement, a copy of which is filed as Exhibit G hereto and is incorporated by reference in its entirety.

Item 3 is incorporated by reference in this Item 4.

Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Company, or any other actions that could involve one or more of the types of the transactions that have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

With respect to the Original Filing and the Ctrip Schedule 13D, the following supersedes information previously provided in Item 5:

(a)–(b) The responses of each Reporting Person to Rows (11) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 96,421,426 Ordinary Shares issued and outstanding as of December 6, 2015, as disclosed in the Merger Agreement.

By virtue of their actions as described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act. As a member of a group, each of the Reporting Persons may be deemed to beneficially own the Ordinary Shares beneficially owned by the members of the group as a whole; thus, each Reporting Person may be deemed to beneficially own an aggregate of 34,138,013 Ordinary Shares (including Ordinary Shares represented by the ADSs and Ordinary Shares issuable upon the exercise of options that are exercisable within 60 days after December 6, 2015), which represents approximately 35.2% of the total outstanding Ordinary Shares (including Ordinary Shares represented by ADSs, and together with an aggregate of 456,700 Ordinary Shares issuable upon the exercise of options held by Reporting Persons that are exercisable within 60 days after December 6, 2015). Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person.

As of December 6, 2015, Mr. Yi Liu, Vice Chairman of the Board of Directors and General Manager of BTG, Director of Poly Victory and Co-Chairman of the Board of Directors of the Company (“Mr. Liu”), beneficially owned 22,500 Ordinary Shares, which consist of Ordinary Shares issuable upon the exercise of the options held by Mr. Liu that are exercisable within 60 days after December 6, 2015.

Mr. Min Bao, Deputy General Manager of BTG, Director of Poly Victory and Director of the Company (“Mr. Bao”), beneficially owned 22,000 Ordinary Shares as of December 6, 2015, including 5,500 Ordinary Shares represented by 2,750 ADSs held by Mr. Bao and 16,500 Ordinary Shares issuable upon the exercise of the options held by Mr. Bao that are exercisable within 60 days after December 6, 2015.

Mr. Min Fan, Director and President of Ctrip, Director of each of C-Travel and Ctrip (HK) and Legal Representative of Ctrip Shanghai, beneficially owned 598,654 Ordinary Shares represented by 299,327 ADSs held by Mr. Fan as of December 6, 2015.

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which it may be deemed to beneficially own.

(c)           On November 27, 2015, Mr. Liu and Mr. Bao transferred 11,472 and 3,656 Ordinary Shares, respectively, to Beijing Tourism Group (HK) Holdings Company Limited, a company incorporated in Hong Kong and wholly owned and controlled by BTG, in a private transaction at a per Ordinary Share purchase price equaling the par value of each Ordinary Share.

On November 27, 2015, Ctrip (HK) completed a transfer of 14,400,765 Ordinary Shares held by Ctrip (HK) to Ctrip Shanghai, in a private transaction at a purchase price of US$17.90 per Ordinary Share, which represented the offer price set forth in the non-binding “going private” proposal, dated June 11, 2015, of the Buyer Consortium to the board of directors of the Company.

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Ordinary Shares during the past 60 days.

(d)           Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting Persons.

(e)           On September 14, 2015, C-Travel transferred the beneficial ownership of 7,514,503 Ordinary Shares, which represented all of the Ordinary Shares beneficially owned by C-Travel, to Ctrip (HK) in a private transaction and, as a result, C-Travel ceased to be the beneficial owner of more than five percent of the Ordinary Shares of the Company.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

With respect to the Original Filing and the Ctrip Schedule 13D, the following supersedes information previously provided in Item 6:

Item 3 and Item 4 are incorporated herein by reference in their entirety.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

Item 7. Material to be Filed as Exhibits.

* Previously filed.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS

BTG Hotels (Group) Co., Ltd.

The business address of each of the following individuals is c/o 51 Fuxingmen Avenue, Xicheng District, Beijing 100031, People’s Republic of China.

Directors:

BTG Hotels Group (HONGKONG) Holdings Co., Limited

The business address of each of the following individuals is c/o 51 Fuxingmen Avenue, Xicheng District, Beijing 100031, People’s Republic of China.

Director:

Executive Officers:

None.

Beijing Tourism Group Co., Ltd.

The business address of each of the following individuals is c/o No. 10 Yabao Road, Chaoyang District, Beijing 100020, People’s Republic of China.

Directors:

Poly Victory Investments Limited

The business address of each of the following individuals is c/o No. 10 Yabao Road, Chaoyang District, Beijing 100020, People’s Republic of China.

Directors:

Executive Officers:

None.

Ctrip.com International, Ltd.

The business address of each of the following individuals is c/o 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China.

Directors:

Executive Officers:

C-Travel International Limited

The business address of each of the following individuals is c/o 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China.

Directors:

Executive Officers:

None.

Ctrip.com (Hong Kong) Limited

The business address of each of the following individuals is c/o 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China.

Directors:

Executive Officers:

None.

Ctrip Travel Information Technology (Shanghai) Co., Ltd.

The business address of the following individual is c/o 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China.

Directors:

None.

Executive Officer:

Smart Master International Limited

The business address of each of the following individuals is c/o Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong.

Directors:

Executive Officers:

None.

Townbright Holdings Limited

The business address of the following individual is c/o No. 124, Caobao Road, Xuhui District, Shanghai 200235,

People’s Republic of China.

Director:

Executive Officers:

None.

Peace Unity Investments Limited

The business address of the following individual is c/o No. 124, Caobao Road, Xuhui District, Shanghai 200235,

People’s Republic of China.

Director:

Executive Officers:

None.

Wise Kingdom Group Limited

The business address of the following individual is 1883 Huamu Road, Pudong New District, Shanghai 200120, People’s Republic of China.

Director:

Executive Officers:

None.

SCHEDULE B

ROLLOVER SHARES AND SHARE EXCHANGE TRANSACTION

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares of Homeinns Hotel Group, including ordinary shares represented by American depositary shares, and that this Agreement be included as an Exhibit to such joint filing. Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: December 7, 2015

[Signature pages to follow]

Exhibit F

Execution Version

INDUSTRIAL AND COMMERCIAL BANK OF
CHINA LIMITED, NEW YORK BRANCH

725 Fifth Avenue, 20/F
New York, NY 10022

CONFIDENTIAL

December 6, 2015

BTG Hotels (Group) Co., Ltd.

51 Fuxingmennei Avenue
Xicheng District, Beijing 100031
People’s Republic of China

BTG Hotels Group (HONGKONG) Holdings Co., Limited

51 Fuxingmennei Avenue
Xicheng District, Beijing 100031
People’s Republic of China

Project H
Commitment Letter

Ladies and Gentlemen:

You have advised Industrial and Commercial Bank of China Limited acting through its New York Branch (“ICBC NY”, “we”, “us”, the “Commitment Party or the “Initial Lender”) that BTG Hotels Group (HONGKONG) Holdings Co., Limited, a Hong Kong company (“HoldCo”), formed at the direction of BTG Hotels (Group) Co., Ltd. (the “Sponsor”) intends to consummate the Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”) and the Fee Letter. This commitment letter, the Transaction Description and the Term Sheet, are collectively referred to as the “Commitment Letter.”

In connection with the Transactions, ICBC NY is pleased to advise you of its commitment to provide 100% of the aggregate principal amount of the Term Facility, subject only to the satisfaction of the conditions set forth in the section entitled “Conditions to Initial Borrowing” in Exhibit B hereto (limited on the Closing Date as indicated therein).

It is agreed that the Commitment Party will act as (i) the lead arranger for the Term Facility (the “Lead Arranger”), and (ii) the administrative agent and off-shore collateral agent for the Term Facility (in such capacity, the “Administrative Agent”).

You hereby represent and warrant that (a) all written information and written data (such information and data, other than (i) customary financial estimates, forecasts and other projections delivered to us by you (the “Projections”) and (ii) information of a general economic or industry specific nature, the “Information”) (in the case of Information regarding the Target and its subsidiaries and its and their respective businesses, to the best of your knowledge), that has been or will be made available to the Commitment Party directly or indirectly by you, the Sponsor, the Target or by any of your or their respective subsidiaries or representatives, in each case, on your or their behalf in connection with the transactions contemplated hereby, is or will be, when furnished and taken as a whole, correct in all material respects and does not or will not, when furnished and taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto provided to the Commitment Party from time to time) and (b) the Projections that have been or will be made available to the Commitment Party by you or by any of your subsidiaries or representatives, in each case, on your behalf in connection with the transactions contemplated hereby have been, or will be, prepared in good faith based upon assumptions that are believed by you to be reasonable at the time prepared and at the time the related Projections are so furnished to the Commitment Party; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You agree that, if at any time prior to the Closing Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections were being furnished, and such representations and warranties were being made, at such time, then you will (or, with respect to the Information and Projections relating to the Target and its subsidiaries, will use commercially reasonable efforts to) promptly supplement the Information and the Projections such that such representations and warranties are correct in all material respects under those circumstances (or, in the case of the Information relating to the Target and its subsidiaries and its and their respective businesses, to the best of your knowledge, such representations and warranties are correct in all material respects under those circumstances).

As consideration for the commitments of the Initial Lender hereunder and for the agreement of the Lead Arranger to perform the services in arranging the Term Facility, you agree to pay (or cause to be paid) the fees set forth in the Term Sheet and in the Fee Letter dated the date hereof and delivered herewith with respect to the Term Facility (the “Fee Letter”). Once paid, such fees shall not be refundable under any circumstances, except as expressly set forth herein or therein or as otherwise separately agreed to in writing by you and us.

The commitments of the Initial Lender hereunder to fund the Term Facility on the date of both the consummation of the Acquisition and the initial funding under the Term Facility (the date of such consummation and funding, the “Closing Date”) and the agreements of the Lead Arranger to perform the services described herein are subject solely to the satisfaction of the conditions set forth in Exhibit C hereto, and upon satisfaction (or waiver by the Commitment Party) of such conditions, the initial funding of the Term Facility shall occur.

Notwithstanding anything to the contrary in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Term Facility Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to the availability and funding of the Term Facility on the Closing Date shall be (a) such of the representations made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you (or your affiliate) have the right (taking into account any applicable cure provisions) to terminate your (and/or its) obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such representations in the Acquisition Agreement (to such extent, the “Specified Acquisition Agreement Representations”) and (b) the Specified Representations (as defined below) made in the Term Facility Documentation and (ii) the terms of the Term Facility Documentation shall be in a form such that they do not impair the availability or funding of the Term Facility on the Closing Date if the applicable conditions set forth in the conditions set forth in the section entitled “Conditions to Initial Borrowing” in Exhibit B hereto (limited on the Closing Date as indicated therein) and in Exhibit C hereto are satisfied (or waived by the Commitment Party) (provided that to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests in assets with respect to which a lien may be perfected by the filing of a financing statement or other similar statement under the Uniform Commercial Code or Cayman Islands laws; provided that certificated equity securities of the subsidiaries of the Borrower will only be required to be delivered on the Closing Date to the extent received from the Target so long as you have used commercially reasonable efforts to obtain them on the Closing Date) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Term Facility on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably, but no later than (i) five Business Days (to be defined under the Term Facility Documentation) after the Closing Date with respect to certificated equity securities of subsidiaries of the Borrower and (ii) otherwise, 90 days after the Closing Date (in each case, or such longer period as may be agreed by the Administrative Agent and the Borrower acting reasonably). For purposes hereof, “Specified Representations” means, the applicable representations and warranties applicable to the Parent, the Sponsor and the Borrower to be set forth in the Term Facility Documentation relating to organizational existence; power and authority, due authorization, execution, delivery and enforceability, in each case, related to, the entering into, borrowing under, providing credit support under, performance of, and granting of security interests in the Collateral pursuant to, the Term Facility Documentation; Federal Reserve margin regulations; Patriot Act; the use of the proceeds of the Term Facility not violating the Patriot Act, OFAC or FCPA; the Investment Company Act; the incurrence of the loans to be made under the Term Facility and the provision of the Keepwell Agreement, in each case under the Term Facility, and the granting of the security interests in the Collateral to secure the Term Facility, and the entering into of the Term Facility Documentation, do not conflict with the organizational documents of the Sponsor or the Borrower; and, subject to the proviso in clause (ii) of the immediately preceding sentence, creation, validity and perfection of security interests in the Collateral. For the avoidance of doubt, in no event shall the Specified Representations include any representation or warranty with respect to the Target or any of its subsidiaries. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions”.

To induce the Commitment Party to enter into this Commitment Letter and the Fee Letter and to proceed with the Term Facility Documentation, you agree (a) to indemnify and hold harmless the Commitment Party, its affiliates and the officers, directors, employees, agents, controlling persons, advisors and other representatives of each of the foregoing and their successors and permitted assigns (each, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities of any kind or nature and reasonable and documented or invoiced out-of-pocket fees and expenses, joint or several, to which any such Indemnified Person may become subject to the extent arising out of, resulting from, or in connection with any actual or threatened claim, litigation, investigation or proceeding (including any inquiry or investigation) in connection with this Commitment Letter (including the Term Sheet), the Fee Letter, the Transactions or any related transaction contemplated hereby or thereby, the Term Facility or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates or creditors or any other third person, and to promptly reimburse after receipt of a written request, each such Indemnified Person for any reasonable and documented or invoiced out-of-pocket legal fees and expenses incurred in connection with investigating or defending any of the foregoing by one firm of counsel for all such Indemnified Persons, taken as a whole and, if necessary, by a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, by another firm of counsel for such affected Indemnified Person) or other reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to, or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent that they have resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any Related Indemnified Person (as defined below) (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the obligations of such Indemnified Person or any Related Indemnified Person under this Commitment Letter or the Fee Letter (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any Proceeding solely between or among Indemnified Persons not arising from any act or omission by you or any of your affiliates; provided that the Administrative Agent and the Lead Arranger to the extent fulfilling their respective roles as an agent or arranger under the Term Facility and in their capacities as such, shall remain indemnified in such Proceedings to the extent that none of the exceptions set forth in any of clauses (i) or (ii) of the immediately preceding proviso applies to such person at such time and (b) to reimburse the Commitment Party on the Closing Date (to the extent you have been provided an invoice therefor at least three (3) Business Days prior to the Closing Date, for all reasonable and documented or invoiced out-of-pocket expenses (including but not limited to expenses of the Commitment Party’s consultants’ fees (to the extent any such consultant has been retained with your prior written consent (not to be unreasonably withheld or delayed)), travel expenses and reasonable fees, disbursements and other charges of one firm of counsel to the Commitment Party, the Lead Arranger, and the Administrative Agent identified in the Term Sheet (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person), and, if necessary, of a single firm of local counsel to the Commitment Party in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) and of such other counsel retained with your prior written consent (not to be unreasonably withheld or delayed)), in each case incurred in connection with the Term Facility and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Term Facility Documentation and any security arrangements in connection therewith (collectively, the “Expenses”); provided that notwithstanding the foregoing, only one inventory appraisal and one field exam in each relevant jurisdiction shall be included in the definition of Expenses. The foregoing provisions in this paragraph shall be superseded, in each case, to the extent covered thereby by the applicable provisions contained in the Term Facility Documentation upon execution thereof and thereafter shall have no further force and effect. You acknowledge that the Indemnified Persons may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the gross negligence, bad faith, material breach or willful misconduct of such Indemnified Person or any Related Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) none of you (or any of your subsidiaries), the Target (or any of its subsidiaries) or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Term Facility and the use of proceeds thereunder), or with respect to any activities related to the Term Facility, including the preparation of this Commitment Letter, the Fee Letter and the Term Facility Documentation; provided that nothing in this paragraph shall limit your indemnity and reimbursement obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Person is entitled to indemnification under the first paragraph of this Section 7; and (iii) none of you (or any of your subsidiaries), the Target (or any of its subsidiaries) or any Indemnified Person shall be liable for any claims between or among Indemnified Persons that do not involve any acts or omissions of the Sponsor, the Parent or the Borrower.

You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction against one or more Indemnified Persons in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and reasonable and documented legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 7.

You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed) (it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i), (ii) and (iii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes a full and unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings, (ii) does not include any statement as to or any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person and (iii) contains customary confidentiality provisions with respect to the terms of such settlement. Each Indemnified Person shall be severally obligated to refund or return any and all amounts paid by you under this Section 7 to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

“Related Indemnified Person” of an Indemnified Person means (1) any controlling person or any controlled affiliate of such Indemnified Person, (2) the respective directors, officers, or employees of such Indemnified Person or any of its controlling persons or any of its controlled affiliates and (3) the respective agents, advisors and representatives of such Indemnified Person or any of its controlling persons or any of its controlled affiliates, in the case of this clause (3), acting at the instructions of such Indemnified Person, controlling person or such controlled affiliate (it being understood and agreed that any agent, advisor or representative of such Indemnified Person or any of its controlling persons or any of its controlled affiliates engaged to represent or otherwise advise such Indemnified Person, controlling person or controlled affiliate in connection with the Transactions shall be deemed to be acting at the instruction of such person).

You acknowledge that the Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Target and your and their respective subsidiaries and affiliates may have conflicting interests regarding the transactions described herein and otherwise. The Commitment Party and its affiliates will not use confidential information obtained from you, the Target or any of your or its subsidiaries or affiliates by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you, the Target or any of your or its subsidiaries or affiliates in connection with the performance by them or their affiliates of services for other persons, and the Commitment Party and its affiliates will not furnish any such information to other persons, except to the extent permitted below. You also acknowledge that the Commitment Party and its affiliates do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Target or any of your or its subsidiaries or affiliates confidential information obtained by them from other persons.

You further acknowledge that certain of the Commitment Party’ affiliates are full service securities firms engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, such affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you (and your affiliates), the Target, the Target’s customers or competitors and other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. The Commitment Party and its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you (and your affiliates), the Borrower, the Target or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities or other trading with any thereof.

The Commitment Party and its affiliates may have economic interests that conflict with those of the Target and you and your and its respective subsidiaries and affiliates and are under no obligation to disclose any conflicting interest to you, the Target and the Borrower and your and their respective subsidiaries and affiliates. You agree that the Commitment Party will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between such Commitment Party and its respective affiliates, on the one hand, and you, the Borrower and the Target, your and their respective equity holders or your and their respective subsidiaries and affiliates, on the other hand. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between the Commitment Party and its affiliates, on the one hand, and you, on the other, (ii) in connection therewith and with the process leading to such transaction the Commitment Party and its applicable affiliates (as the case may be) is acting solely as a principal and not as agents or fiduciaries of you, the Borrower, the Target, your and their respective management, equity holders, creditors, subsidiaries, affiliates or any other person, (iii) the Commitment Party and its applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you, the Target or your or its respective affiliates with respect to the financing transactions contemplated hereby, the exercise of the remedies with respect thereto or the process leading thereto (irrespective of whether such Commitment Party or any of its affiliates has advised or is currently advising you, the Borrower, or the Target or any of your or their respective affiliates on other matters) and no Commitment Party has any obligation to you, the Target, the Borrower or your or their respective affiliates with respect to the transactions contemplated hereby except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (iv) the Commitment Party and its affiliates have not provided any legal, accounting, regulatory or tax advice and you have consulted your own legal and financial advisors to the extent you deemed appropriate.

You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You agree that you will not claim that the Commitment Party or their applicable affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary, agency or similar duty to you or your affiliates, in connection with such transactions or the process leading thereto.

Furthermore, without limiting any provision set forth herein, you waive, to the fullest extent permitted by law, any claims you may have against us or our affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we and our affiliates shall have no liability (whether direct or indirect) to you in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

You agree that you will not disclose, directly or indirectly, the Fee Letter or the contents thereof or, prior to your acceptance hereof, this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto or the contents of each thereof, or the activities of any Commitment Party pursuant hereto or thereto, to any person or entity without the prior written approval of the Lead Arranger (such approval not to be unreasonably withheld, delayed or conditioned), except (a) to your and your affiliates’ officers, directors, employees, agents, attorneys, accountants, advisors, controlling persons and equity holders and to actual and potential co-investors who are informed of the confidential nature thereof, on a confidential and need-to-know basis, (b) if the Commitment Party consents in writing to such proposed disclosure or (c) pursuant to an order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case you agree, to the extent practicable and not prohibited by applicable law, rule or regulation, to inform us promptly thereof prior to disclosure); provided that (i) you may disclose this Commitment Letter (but not the Fee Letter or the contents thereof) and the contents hereof to the Target, its subsidiaries and its officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, on a confidential and need-to-know basis, (ii) you may disclose the Commitment Letter and its contents (including the Term Sheet and other exhibits and attachments hereto) (but not the Fee Letter or the contents thereof) in connection with any public or regulatory filing requirement relating to the Transactions, (iii) you may disclose the aggregate fee amount contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Term Facility or in any public or regulatory filing requirement relating to the Transactions (and only to the extent aggregated with all other fees and expenses of the Transactions and not presented as an individual line item unless required by applicable law, rule or regulation), and (iv) if the fee amounts payable pursuant to the Fee Letter and such other portions as mutually agreed have been redacted in a manner reasonably agreed by us (including the portions thereof addressing fees payable to the Commitment Party and/or the Lenders), you may disclose the Fee Letter and the contents thereof to the Target, its subsidiaries and its officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, on a confidential and need-to-know basis.

The Commitment Party and its affiliates will use all non-public information provided to any of them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and negotiating, evaluating and consummating the transactions contemplated hereby and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent such Commitment Party and its affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process based on the reasonable advice of counsel (in which case such Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental or regulatory (including self-regulatory) authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction, or purporting to have jurisdiction over, such Commitment Party or any of its affiliates (in which case such Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental or regulatory (including self-regulatory) authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its Related Parties (as defined below) in violation of any confidentiality obligations owing to you, the Target or any of your or their respective subsidiaries, (d) to the extent that such information is or was received by such Commitment Party or any of its Related Parties from a third party that is not, to such Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, the Target or any of your or their respective subsidiaries, (e) to the extent that such information is independently developed by such Commitment Party or any of its Related Parties without the use of any confidential information, (f) to such Commitment Party’s affiliates and to its and their respective directors, officers, employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and who are subject to customary confidentiality obligations and who have been advised of their obligation to keep information of this type confidential (with each such Commitment Party, to the extent within its control, responsible for such person’s compliance with this paragraph) (such related persons described in this clause (f), collectively, the “Related Parties”), (g) to potential or prospective Lenders, hedge providers, participants or assignees, (h) for purposes of establishing a “due diligence” defense, (i) to the extent you consent in writing to any specific disclosure, or (j) to the extent such information was already in such Commitment Party’s possession prior to any duty or other understanding of confidentiality entered into in connection with the Transactions; provided that for purposes of clause (g) above, (i) the disclosure of any such information to any Lenders, hedge providers, participants or assignees or prospective Lenders, hedge providers, participants or assignees referred to above shall be made subject to the acknowledgment and acceptance by such Lender, hedge provider, participant or assignee or prospective Lender, hedge provider, participant or assignee that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and such Commitment Party) in accordance with customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of recipient to access such information and (ii) no such disclosure shall be made by such Commitment Party to any person that is at such time any prospective Lender without your prior written consent. In the event that the Term Facility are funded, the Commitment Party’s and its affiliates’, if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the Term Facility Documentation upon the initial funding thereunder to the extent that such provisions are binding on such Commitment Party.

The confidentiality provisions set forth in this Section 9 shall survive the termination of this Commitment Letter and (other than your obligations with respect to the Fee Letter) shall expire and shall be of no further effect after the second anniversary of the date hereof.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto (such consent not to be unreasonably withheld, conditioned or delayed) (and any attempted assignment without such consent shall be null and void). This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons) and do not and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). Subject to the limitations set forth in Section 3 above, the Commitment Party reserves the right to employ the services of its respective affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to such Commitment Party in such manner as such Commitment Party and its respective affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, such Commitment Party hereunder. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Party and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including the exhibits hereto), together with the Fee Letter, (i) are the only agreements that have been entered into among the parties hereto with respect to the Term Facility and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Term Facility and sets forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER, OR RELATED TO, THIS COMMITMENT LETTER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Term Facility Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder are subject to conditions precedent as provided herein.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County in the State of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any New York State or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding brought in any such court.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), we and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower and its affiliates, which information may include their names, addresses, tax identification numbers and other information that will allow each of us to identify the Borrower, the Sponsor and the Parent in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each of us and the Lenders. You hereby acknowledge and agree that the Lead Arranger shall be permitted to share any and all such information with the Lenders.

The indemnification, compensation, reimbursement, jurisdiction, governing law, venue, waiver of jury trial and confidentiality provisions contained herein and in the Fee Letter and the provisions of Section 8 of this Commitment Letter shall remain in full force and effect regardless of whether the Term Facilities Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Initial Lender’ commitments hereunder; provided that your obligations under this Commitment Letter (except as specifically set forth in the third through seventh paragraphs of Section 3 and the penultimate sentence of Section 4, and other than your obligations with respect to the confidentiality of the Fee Letter and the contents thereof and your obligations to pay the unpaid Underwriting Fee pursuant to the Fee Letter) shall automatically terminate and be superseded by the provisions of the Term Facility Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and/or the Initial Lender’s commitments with respect to any of the Term Facility (or any portion thereof) at any time subject to the provisions of the preceding sentence (any such commitment termination shall reduce the commitments of each Initial Lender on a pro rata basis based on their respective commitments to the Term Facility as of the date hereof).

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Commitment Party (or its legal counsel) executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on December 6, 2015. The Initial Lender’s commitments and the obligations of the Commitment Party hereunder will expire at such time in the event that the Commitment Party (or their legal counsel) have not received such executed counterparts in accordance with the immediately preceding sentence. If you do so execute and deliver to us this Commitment Letter and the Fee Letter at or prior to such time, we agree to hold our commitment to provide the Term Facility and our other undertakings in connection therewith available for you until the earliest of (i) the end of a nine (9) months period starting from the date on which you execute this Commitment Letter, (ii) after execution of the Acquisition Agreement and prior to the consummation of the Transactions, the termination of the Acquisition Agreement by you in a signed writing in accordance with its terms (or your written confirmation or public announcement thereof), (iii) the consummation of the Acquisition without the funding of the Term Facility and (iv) 11:59 p.m., New York City time, on the date that is five business days after the Termination Date (as defined in the Acquisition Agreement as of the date hereof) (such earliest time, the “Expiration Date”). Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of the Commitment Party hereunder and the agreement of the Commitment Party to provide the services described herein shall automatically terminate unless the Commitment Party shall, in their sole discretion, agree to an extension in writing.

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We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

ICBC – Project Harmony – Commitment Letter

Accepted and agreed to as of the date first above written:

ICBC – Project Harmony – Commitment Letter

EXHIBIT A

Project H
Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the other Exhibits to the Commitment Letter (the “Commitment Letter”) to which this Exhibit A is attached or in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

BTG Hotels Group (HONGKONG) Holdings Co., Limited, a company newly organized under the laws of Hong Kong (“HoldCo”) at the direction of BTG Hotels (Group) Co., Ltd. (the “Sponsor”), intends to acquire (the “Acquisition”), directly or indirectly through a wholly-owned subsidiary, all of the equity securities of the entity previously identified to us and code-named “H” (the “Target”) other than those held by certain equity holders (the “Rollover Shareholders”) as set forth in Appendix I to the Acquisition Agreement (as defined below), from the public equity holders thereof (collectively, the “Sellers”). HoldCo intends to consummate the Acquisition pursuant to the Agreement and Plan of Merger, dated on or about the date hereof (together with all exhibits, schedules and other disclosure letters thereto, collectively, as amended, the “Acquisition Agreement”) by and among HoldCo, BTG Hotels Group (CAYMAN) Holding Co., Ltd. (“Merger Sub”), a newly formed wholly-owned direct subsidiary of HoldCo, the Target and, solely for the purposes specified therein, BTG Hotels (Group) Co., Ltd. pursuant to which Merger Sub will merge with and into the Target, with the Target being the surviving entity, the Sellers will receive cash in exchange for a majority of the issued and outstanding equity interests (and, for the avoidance of doubt, excluding those held by the Rollover Shareholders) in the Target (collectively, the “Acquisition Consideration”) and the HoldCo will, after giving effect to the Acquisition, become the majority shareholder of the Target.

In connection with the foregoing, it is intended that:

The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the “Transactions”.

EXHIBIT B

Project H
$1.2 Billion Senior Secured Term Loan Facility
Summary of Principal Terms and Conditions¹

¹ All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Facility Term Sheet is attached, including Exhibits A and C thereto.

ANNEX I

EXHIBIT C

Project H
Summary of Additional Conditions²

The initial borrowings under the Term Facility shall be subject to the following conditions:

1.          No Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred since the date of the Acquisition Agreement.

2.          The Acquisition shall have been consummated, or substantially simultaneously with the initial borrowings under the Term Facility, shall be consummated, in all material respects in accordance with the terms of the Acquisition Agreement, after giving effect to any modifications, amendments, consents or waivers by you thereto, other than those modifications, amendments, consents or waivers that are materially adverse to the interests of the Lenders or the Commitment Party in their capacities as such, unless consented to in writing by the Lead Arranger (such consent not to be unreasonably withheld, delayed or conditioned); provided that (i) any reduction in the Acquisition Consideration shall not be deemed to be materially adverse to the Lenders or the Commitment Party so long as the condition in paragraph 3 below is satisfied and (ii) any increase in the Acquisition Consideration shall not be deemed to be materially adverse to the Lenders or the Commitment Party so long as such amount is paid for by an increase of the equity contribution from the Sponsor to Holdco.

3.          [Reserved].

4.          The Lead Arranger shall have received evidence that the Sponsor directly owns 100% of the ownership interest in the Borrower.

5.          The Lead Arranger shall have received (a) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related statements of operations, changes in shareholder’s equity and cash flows of the Target and its consolidated subsidiaries for, the three most recently completed fiscal years ended at least four (4) months prior to the Closing Date prepared in accordance with the generally applicable accounting principles in the United States and (b) an unaudited consolidated balance sheet of the Target and its consolidated subsidiaries as at the end of, and related statements of operations, changes in shareholder’s equity and cash flows of the Target and its consolidated subsidiaries for each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Target or its consolidated subsidiaries subsequent to the last fiscal year for which financial statements were prepared pursuant to the preceding clause (a) and ended at least 45 days before the Closing Date (in the case of this clause (b), without footnotes) together with unaudited financial statements for the corresponding portion of the previous year, in each case, prepared in accordance with the generally applicable accounting principles in the United States.

6.          [Reserved.]

7.          Subject in all respects to the Limited Conditionality Provisions, all documents and instruments required to create and perfect the Administrative Agent’s security interest in the Collateral in respect of the Term Facility shall have been executed and delivered and, if applicable, be in proper form for filing.

² All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Exhibit C is attached, including Exhibits A and B. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit E shall be determined by reference to the context in which it is used.

8.          Subject in all respects to the Limited Conditionality Provisions, at least two (2) business days prior to the Closing Date, the Administrative Agent and the Lead Arranger shall have received all documentation and other information about the Borrower, the Sponsor and the Parent, in each case that shall have been reasonably requested by the Administrative Agent or the Lead Arranger in writing at least 10 business days prior to the Closing Date and that the Administrative Agent and the Lead Arranger reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

9.          The closing of the Term Facility shall have occurred on or before the Expiration Date.

10.         (i) The execution and delivery by the Borrower, the Sponsor and with respect to the Keepwell Agreement, the Parent of the applicable Term Facility Documentation (including the Keepwell Agreement by the Parent and the shares pledge agreements covering all the Collateral) which shall, in each case, be in accordance with the terms of the Commitment Letter and the Term Sheets and subject to the Limited Conditionality Provisions and (ii) delivery to the Lead Arranger of customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in jurisdictions where applicable, in each case with respect to the Borrower, the Sponsor and the Parent (in each case, to the extent applicable and other than with respect to any Insignificant Subsidiary). "Insignificant Subsidiary" means any subsidiary of the Target other than any such subsidiary that is a "significant subsidiary" of the Target within the meaning of Rule 405 of the Securities Act of 1933, as amended, in each case determined as of the date of the most recent annual report on Form 20-F of the Target files with the Securities and Exchange Commission.

11.         All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), shall, upon the initial borrowings under the Term Facility, have been, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the Term Facility).

12.         The Lead Arranger shall have received a customary borrowing notice.

13.         The Specified Representations and the Specified Acquisition Agreement Representations shall be accurate in all material respects (subject to the Limited Conditionality Provisions); provided that any Specified Representations qualified by materiality shall be accurate in all respects and any Specified Acquisition Agreement Representations shall be accurate to the extent required under the Acquisition Agreement.

14.         All Requisite Regulatory Approvals (as defined in the Acquisition Agreement) shall have been obtained (subject to the Limited Conditionality Provisions) and the Lender shall have received a copy of each such Requisite Regulatory Approval to the extent such Requisite Regulatory Approval is granted in writing.

Exhibit G

The Agreement is in Chinese and this is the translation of the Agreement.

among

BTG Hotels (Group) Co., Ltd.

and

Beijing Tourism Group Co., Ltd.

and

Relevant Shareholders of Homeinns Hotel Group

December 2015

Contents

Agreement for Assets Purchase by Share Issue

This Agreement for Assets Purchase by Share Issue is entered into in Beijing, the People’s Republic of China (hereinafter as the “PRC”) on December 6, 2015 by and among:

Party A:

BTG Hotels (Group) Co., Ltd. (hereinafter as “BTG Hotels” or “Party A”) Registered address: No. 51 Fuxingmennei Avenue, Xicheng District, Beijing

Legal representative: Rungang Zhang

Party B:

Beijing Tourism Group Co., Ltd. (hereinafter as “BTG Group” or “Party B”) Registered address: 3/F Kaiwei Mansion, No. 10 Yabao Road, Chaoyang District, Beijing

Legal representative: Qiang Duan

Party C:

Party C-1: Ctrip Travel Information Technology (Shanghai) Co., Ltd. (hereinafter as “Ctrip Shanghai”)

Correspondence address: No. 99 Fuquan Road, Shanghai, PRC

Contact: Min Fan

Party C-2: Wise Kingdom Group Limited (hereinafter as “Wise Kingdom”)

Correspondence address: Building 16, Sky SOHO Building, No. 968 Jinzhong Road, Shanghai

Contact: Chung Lau

Party C-3: Nanpeng Shen

Correspondence address: Suite 3616, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong

Contact: Nanpeng Shen

Party C-4: Smart Master International Limited (hereinafter as “Smart Master”)

Correspondence address: Suite 3616, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong

Contact: Nanpeng Shen

Party C-5: Jian Sun

Correspondence address: No. 124 Caobao Road, Xuhui District, Shanghai, PRC

Contact: Jian Sun

Party C-6: Peace Unity Investments Limited (hereinafter as “Peace Unity”)

Correspondence address: No. 124 Caobao Road, Xuhui District, Shanghai, PRC

Contact: Jian Sun

Party C-7: Xiangxin Zong

Correspondence address: No. 124 Caobao Road, Xuhui District, Shanghai

Contact: Xiangxin Zong

The parties hereto shall hereinafter be referred to as a “Party” individually and the “Parties” collectively; Party B and Party C shall hereinafter be referred to as the “Transferors” collectively and Party A shall also be referred to as the “Transferee”.

WHEREAS:

NOW, THEREFORE, to provide for the rights and obligations of the Parties in the Transaction, the Parties, through negotiation on the basis of equality and free will and in accordance with the Contract Law of the PRC, the Company Law of the PRC, the Securities Law of the PRC, the Measures for Administration of Material Asset Reorganization of Listed Companies issued by the CSRC and applicable laws, regulations and nominative documents, hereby enter into the following agreement with respect to matters concerning the Transaction for mutual adherence:

Article 1     Definitions

Article 2     Structure of the Transaction

The aforesaid number of shares to be issued shall be subject to approval by Party A’s shareholders’ meeting and ratification of the CSRC, and the definite number of shares shall be the number finally ratified by the CSRC.

Article 3     Price of the Target Assets and Pricing Basis

Article 4     Employee Resettlement and Debt Disposal

Article 5     Disclosure and Confidentiality

Article 6     Representations and Warranties of Party A

Party A hereby makes the following representations and warranties to the other Parties hereto as at the date hereof, and undertakes that each of the following representations and warranties shall be true, accurate and complete as at the date hereof and the Closing Date:

Article 7     Representations and Warranties of Party B and Party C

Each of Party B and Party C hereby severally, not jointly, makes the following representations and warranties to the other Parties hereto as at the date hereof, and severally, not jointly, undertakes that each of the following representations and warranties shall be true, accurate and complete as at the date hereof and the Closing Date (notwithstanding the foregoing, Nanpeng Shen and Smart Master shall bear the joint and several liabilities, and Jian Sun and Peace Unity shall bear the joint and several liabilities):

Article 8     Liability for Default

Article 9     Effectiveness, Amendment and Termination

Any amendment to this Agreement shall be made by the Parties in a written agreement reached through negotiation.

Article 10     Force Majeure

Article 11     Tax

Article 12     Governing Law and Dispute Resolution

Article 13     Miscellaneous

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Schedule 1: Target Equity Involved in the Transaction

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BTG Hotels (Group) Co., Ltd. (company seal)

December 6, 2015

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December 6, 2015

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Ctrip Travel Information Technology (Shanghai) Co., Ltd. (company seal)

December 6, 2015

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Wise Kingdom Group Limited (company seal)

December 6, 2015

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December 6, 2015

(No body text on this page; this is the execution page to the Agreement for Assets Purchase by Share Issue for Smart Master International Limited of Party C)

Smart Master International Limited (company seal)

December 6, 2015

(No body text on this page; this is the execution page to the Agreement for Assets Purchase by Share Issue for Jian Sun of Party C)

December 6, 2015

(No body text on this page; this is the execution page to the Agreement for Assets Purchase by Share Issue for Peace Unity Investments Limited of Party C)

Peace Unity Investments Limited (company seal)

December 6, 2015

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December 6, 2015

Exhibit H

EXECUTION VERSION

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 6, 2015 by and among BTG Hotels (Group) Co., Ltd., a joint stock company established and existing under the laws of the People’s Republic of China (“Parent”), BTG Hotels Group (HONGKONG) Holdings Co., Limited (“Holdco”), a company incorporated under the laws of the Hong Kong Special Administrative Region and a wholly-owned subsidiary of Parent, and certain shareholders of Homeinns Hotel Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, Holdco, BTG Hotels Group (CAYMAN) Holding Co., Ltd (“Merger Sub”), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Holdco, the Company and, solely for specific purposes stated therein, Parent have, concurrently with the execution of this Agreement, entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving company (the “Surviving Company”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, as of the date hereof, each Shareholder is the owner of record of certain ordinary shares, par value US$0.005 per share, of the Company (the “Shares”) (including Shares represented by American Depositary Shares (“ADSs”), each representing two Shares), including, without limitation, the Shares set forth in the column titled “Rollover Shares” opposite such Shareholder’s name on Schedule A hereto (such Shares, together with any other Shares beneficially owned by such Shareholder as of the date hereof or acquired (whether beneficially or of record) by such Shareholder prior to the earlier of the Effective Time and the termination of all of the Shareholder’s obligations under this Agreement, including any Shares acquired by means of purchase, dividend or distribution, or issued upon the exercise of any Company options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the “Securities”);

WHEREAS, in connection with the consummation of the Merger, each Shareholder agrees, upon the terms and subject to the conditions herein, (a) to vote their Securities in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, (b) to receive no Per Share Merger Consideration or Per ADS Merger Consideration with respect to any of the Rollover Shares and (c) that each Rollover Share shall be converted into one ordinary share of the Surviving Company at the Effective Time;

WHEREAS, in order to induce Holdco and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Shareholders are entering into this Agreement;

WHEREAS, the Shareholders acknowledge that Holdco and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Shareholders set forth in this Agreement; and

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

VOTING; GRANT AND APPOINTMENT OF PROXY

Section 1.1    Voting.    From and after the date hereof until the earlier of the Closing and the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Shareholder irrevocably and unconditionally hereby agrees that at the Company Shareholders’ Meeting or other annual or special meeting of the Shareholders of the Company, however called, at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof) , or in connection with any written resolution of the Company’s shareholders, such Shareholder shall (i) cause its, his or her representative(s) to appear at such meeting or otherwise cause its, his or her Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Shareholder’s Securities,

(a)          for approval of the Merger Agreement, the Plan of Merger and the Transactions contemplated by the Merger Agreement;

(b)          against any Competing Transaction or any other transaction, proposal, agreement or action made in opposition to approval of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement;

(c)          against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its, his or her obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any of its, his or her Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Parent; or (v) any other action that would require the consent of Parent pursuant to the Merger Agreement, except if approved in writing by Parent;

(d)          against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Shareholder contained in this Agreement;

(e)          in favor of any adjournment or postponement of the Company Shareholders’ Meeting as may be reasonably requested by Parent; and

(f)          in favor of any other matter necessary to effect the transactions contemplated by the Merger Agreement.

Section 1.2    Grant of Irrevocable Proxy; Appointment of Proxy.  

(a)          Each Shareholder hereby irrevocably appoints Parent and any person designated by Parent thereof as its, his or her proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) the Securities (other than any Shares represented by ADSs beneficially owned as of the record date to be established by the Company for the Company Shareholders’ Meeting) in accordance with Section 1.1 above at the Company Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder’s Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

(b)          Each Shareholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Section 1.3    Restrictions on Transfers.    Except as provided for in Article III below or pursuant to the Merger Agreement, each Shareholder hereby agrees that, from the date hereof until the Expiration Time, such Shareholder shall not, directly or indirectly, (a) sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Securities and (i) has, or would reasonably be expected to have, the effect of reducing or limiting such Shareholder’s economic interest in such Securities and/or (ii) grants a third party the right to vote or direct the voting of such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, (d) knowingly take any action that would make any representation or warranty of such Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Shareholder from performing any of its, his or her obligations under this Agreement, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b) (c) or (d).

ARTICLE II

NO SOLICITATION

Section 2.1    Restricted Activities.    Prior to the Expiration Time, each Shareholder, solely in its, his or her capacity as a shareholder of the Company, shall not, and shall cause such Shareholder’s officers, directors, employees, agents, advisors and other representatives (in each case, acting in their capacity as such to such Shareholder (the “Shareholder’s Representatives”)) not to, directly or indirectly: (a) initiate, solicit, propose, encourage or knowingly facilitate (including by providing information) any inquiries, proposals or offers with respect to, or the making or completion of, a Competing Transaction or offer that would reasonably be expected to lead to a Competing Transaction, (b) engage, continue or participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to the Company or any Subsidiary in connection with, or have any discussions (other than to state that they are not permitted to have discussions) with any person relating to, an actual or proposed Competing Transaction or offer that would reasonably be expected to lead to a Competing Transaction, or otherwise knowingly facilitate any effort or attempt to make or implement a Competing Transaction or offer that would reasonably be expected to lead to a Competing Transaction, (c) to the extent not required by applicable law, grant any waiver, amendment or release under any standstill or confidentiality agreement or Takeover Statutes, or otherwise knowingly facilitate any effort or attempt by any person to make a Competing Transaction, (d) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Competing Transaction or offer that would reasonably be expected to lead to a Competing Transaction, or (e) resolve or propose or agree to do any of the foregoing.

Section 2.2    Notification.    Each Shareholder, solely in its, his or her capacity as a shareholder of the Company, shall and shall cause such Shareholder’s Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may have been conducted heretofore with respect to a Competing Transaction. From and after the date hereof until the Expiration Time, each Shareholder shall promptly advise Parent in writing of (a) any Competing Transaction, (b) any request it receives in such Shareholder’s capacity as a shareholder of the Company for non-public information relating to the Company or any Subsidiary, and (c) any inquiry or request for discussion or negotiation it receives in such Shareholder’s capacity as a shareholder of the Company regarding a Competing Transaction, including in each case the identity of the person making any such Competing Transaction or indication or inquiry and the terms of any such Competing Transaction or indication or inquiry (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements). Each Shareholder, in its, his or her capacity as a shareholder of the Company, shall keep Parent reasonably informed on a reasonably current basis of the status and terms (including any material changes to the terms thereof) of any such Competing Transaction or indication or inquiry (including, if applicable, any revised copies of written requests, proposals and offers) and the status of any such discussions or negotiations to the extent known by such Shareholder. This Section 2.2 shall not apply to any Competing Transaction received by the Company. Each Shareholder’s receipt, in its, his or her capacity as a shareholder of the Company, of any Competing Transaction shall not relieve such Shareholder from any of its, his or her obligations hereunder.

Section 2.3   Capacity.    Notwithstanding anything to the contrary in this Agreement, (i) each Shareholder is entering into this Agreement, and agreeing to become bound hereby, solely in its, his or her capacity as a beneficial owner of the Securities owned by such Shareholders and not in any other capacity (including without limitation any capacity as a director of the Company) and (ii) nothing in this Agreement shall obligate such Shareholder to take, or forbear from taking, if applicable, as a director or officer of the Company, any action which is inconsistent with its, his or her fiduciary duties under the applicable Laws.

ARTICLE III

ROLLOVER SHARES AND MERGER SUB SHARES

Section 3.1           Rollover Shares. Subject to the terms and conditions set forth herein, (a) each Shareholder shall convert, or cause to be converted, any and all of ADSs representing any Rollover Shares beneficially owned (as defined under Rule 13d-3 under the Exchange Act) by such Shareholder into ordinary shares of the Company no later than the date immediately prior to the Company Shareholders’ Meeting, (b) none of the Shareholders shall have the right to receive any Per Share Merger Consideration or Per ADS Merger Consideration in the Merger with respect to any Rollover Shares of such Shareholder and (c) at the Effective Time, each Rollover Share shall be converted into and become one validly issued, fully paid and non-assessable ordinary share, par value $0.005 each, of the Surviving Company.

Section 3.2           Merger Sub Shares. Each of Parent and Holdco, severally and jointly, hereby agrees and covenants to each Shareholder that Merger Sub shall, and each of Parent and Holdco shall cause Merger Sub to, have, immediately prior to the Effective Time, 65,678,117 issued, fully paid and non-assessable ordinary shares, par value $0.0005 per share, all of which shall be owned by Holdco of record.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE SHAREHOLDERS

Section 4.1    Representations and Warranties.    Each Shareholder, severally and not jointly, represents and warrants to Parent and Holdco as of the date hereof and as of the Closing:

(a)          such Shareholder has full legal right, power, capacity and authority to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby;

(b)          this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby;

(c)          assuming due authorization, execution and delivery by Parent and Holdco, this Agreement constitutes a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law);

(d)          (i) each Shareholder (A) is and, immediately prior to the Closing, will be the beneficial owner of, and has and will have good and valid title to, the Securities, free and clear of Liens other than as created by this Agreement, and (B) has and will have sole or shared (together with affiliates controlled by such Shareholder) voting power, power of disposition, and power to demand dissenter’s rights, in each case with respect to all of the Securities, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities laws, laws of the Cayman Islands, laws of the British Virgin islands, laws of the People’s Republic of China, laws of the Hong Kong Special Administrative Region and the terms of this Agreement; (ii) the Securities are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Securities other than this Agreement; (iii) such Shareholder has not Transferred any Securities pursuant to any Derivative Transaction; (iv) as of the date hereof, except as otherwise set forth in Section 4.10 of the Holdco Disclosure Schedule delivered by Holdco and Merger Sub and accepted by the Company on the date hereof in connection with the execution of the Merger Agreement, such Shareholder does not own, beneficially or of record, any Shares, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities), other than the Company Share Awards granted by the Company Board to such Shareholder; and (v) such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Securities, except as contemplated by this Agreement;

(e)          except for the applicable requirements of the Exchange Act, neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby, nor compliance by such Shareholder with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of any such Shareholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Shareholder pursuant to any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets;

(f)          there is no Action pending or threatened against any such Shareholder or any of its Affiliates that would reasonably be expected, individually or in the aggregate, to restrict or prohibit the performance by such Shareholder of its, his or her obligations under this Agreement or to prevent or materially impair the consummation of the Transactions, including the Merger. None of the Shareholder or any of its Affiliates is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority that would reasonably be expected, individually or in the aggregate, to prevent or materially impair the consummation of the Merger;

(g)          to the knowledge of such Shareholder, there is no breach by the Company of any representation, warranty, covenant or agreement under the Merger Agreement that is the proximate result of action or inaction taken by the Company at the direction of such Shareholder or any of its Affiliates without the approval or direction of the Company Board (acting with the concurrence of the Special Committee) or the Special Committee;

(g)          such Shareholder acknowledges that it has been advised to discuss with its, his or her own counsel the meaning and legal consequences of such Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby; and

(h)          each Shareholder understands and acknowledges that Holdco and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

Section 4.2    Covenants.    Each Shareholder hereby:

(a)          agrees, prior to the Expiration Time, not to knowingly take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Shareholder of its, his or her obligations under this Agreement;

(b)          agrees and covenants, without the prior consent of Parent or Holdco, not to knowingly take any action or give any direction to the Company that would cause any breach by the Company of any representation, warranty, covenant or agreement under the Merger Agreement, to the extent consistent with, if applicable, its, his or her fiduciary duties as a director or officer of the Company under all applicable Laws;

(c)          irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Shareholder may have with respect to such Shareholder’s Securities (including without limitation any rights under Section 238 of the CICL) prior to the Expiration Time;

(d)          agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), such Shareholder’s identity and beneficial ownership of Securities or other equity securities of the Company and the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement;

(e)          agrees and covenants, severally and not jointly, that such Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent of any new Shares with respect to which ownership, whether beneficially (within the meaning of Rule 13d-3 of the Exchange Act) or of record, is acquired by such Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company after the date hereof; and

(f)          agrees further that, upon request of Parent, such Shareholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement.

ARTICLE V

TERMINATION

Section 5.1   Termination.    This Agreement, and the obligations of the Shareholders hereunder (including, without limitation, Section 1.2 hereof), shall terminate and be of no further force or effect immediately upon the earlier to occur of (a) the Closing and (b) the date of termination of the Merger Agreement in accordance with its terms. Notwithstanding the preceding sentence, this Article V and Article VI shall survive any termination of this Agreement, and Section 4.2(b) shall survive any termination of this Agreement for so long as and to the extent that any of the obligations of the Company under the Merger Agreement shall survive the termination of the Merger Agreement. Nothing in this Article V shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to the termination of this Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.1    Notices.    All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given (a) upon receipt if delivered personally, or if by email or facsimile, upon confirmation of receipt by email or facsimile, (b) one Business Day after being sent by express courier service, or (c) three Business Days after being sent by registered or certified mail, return receipt requested. All notices hereunder shall be delivered to the address set forth on the signature pages hereto under each party’s name, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

Section 6.2    Severability.    Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only as broad as is enforceable.

Section 6.3    Entire Agreement.   This Agreement and the Merger Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 6.4    Specific Performance.    Each Shareholder acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such Shareholder in this Agreement is not performed in accordance with its terms, and therefore agrees that, in addition to and without limiting any other remedy or right available to Parent, Holdco and Merger Sub, Parent, Holdco and Merger Sub will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each Shareholder agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent, Holdco and Merger Sub shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent.

Section 6.5    Amendments; Waivers.    At any time prior to the Expiration Time, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Shareholders, Parent and Holdco, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

Section 6.6    Governing Law.    This Agreement and the schedule hereto shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed, performed, enforced and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of Merger Sub in the Surviving Company, the cancellation and conversion of the Shares as the case may be (including Shares represented by ADSs), and the internal corporate affairs of Merger Sub.

Section 6.7    Dispute Resolution; Jurisdiction; Enforcement.    Subject to the last sentence of Section 6.6, any disputes, actions and proceedings against any party or arising out of or relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force all the relevant time and as may be amended by this Section 6.7. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

Section 6.8    No Third Party Beneficiaries.    There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities, except as specifically set forth in this Agreement.

Section 6.9   Assignment; Binding Effect.    Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent, as applicable. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and, in the case of each Shareholder, his, her or its estate, heirs, beneficiaries, personal representatives and executors.

Section 6.10    No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Section 6.11    Counterparts.    This Agreement may be executed in two or more consecutive counterparts (including by facsimile or email pdf format), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, email pdf format or otherwise) to the other parties; provided, however, that if any of the Shareholders fails for any reason to execute, or perform their obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

[Signature Pages to follow]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.