Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rzrzaln7vqD/GITMc5ew4hVbnr12T6NEpAo+C9rWdsZCQE7dFxHX31qwsqenO7gu y5BmBtl+726kz/CQQRSz3Q== 0001193125-10-025001.txt : 20100209 0001193125-10-025001.hdr.sgml : 20100209 20100209063003 ACCESSION NUMBER: 0001193125-10-025001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100209 DATE AS OF CHANGE: 20100209 GROUP MEMBERS: PROTOTAL ENTERPRISES LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: He Boquan CENTRAL INDEX KEY: 0001483512 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: FLOOR 32, METRO PLAZA STREET 2: 183-187, TIANHE ROAD CITY: GUANGZHOU, GUANGDONG STATE: F4 ZIP: 510620 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 7 Days Group Holdings LTD CENTRAL INDEX KEY: 0001434220 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85261 FILM NUMBER: 10582341 BUSINESS ADDRESS: STREET 1: 10 F, 705 STREET 2: GUANGZHOU DA DAO NAN ROAD CITY: GUANGZHOU STATE: F4 ZIP: 510290 BUSINESS PHONE: 86-20-89226577 MAIL ADDRESS: STREET 1: 10 F, 705 STREET 2: GUANGZHOU DA DAO NAN ROAD CITY: GUANGZHOU STATE: F4 ZIP: 510290 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

7 Days Group Holdings Limited

(Name of Issuer)

Ordinary Shares*

(Title of Class of Securities)

81783J 101**

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Not for trading, but only in connection with the registration of American Depositary Shares each representing 3 ordinary shares.

**	This CUSIP applies to the American Depositary Shares.

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).


		SCHEDULE 13G		Page 2 of 7 Pages


CUSIP No. 81783J 101
1	Names of reporting persons/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) He, Boquan
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Citizenship or place of organization Canada
Number of shares beneficially owned by each reporting person with		5	Sole voting power 37,146,570¹
		6	Shared voting power 0
		7	Sole dispositive power 37,146,570²
		8	Shared dispositive power 0
9	Aggregate amount beneficially owned by each reporting person 37,146,570
10	Check if the aggregate amount in Row (9) excludes certain shares ¨
11	Percent of class represented by amount in Row (9) 24.9%³
12	Type of reporting person IN

¹	The record owner of these shares is Prototal Enterprises Limited, which is owned by He, Boquan.

²	See footnote 1 above.

³	Based on 149,067,932 outstanding ordinary shares as of December 31, 2009.


		SCHEDULE 13G		Page 3 of 7 Pages


CUSIP No. 81783J 101
1	Names of reporting persons/I.R.S. Identification nos. of above persons (entities only) Prototal Enterprises Limited
2	Check the appropriate box if a member of a group (a) ¨ (b) x
3	SEC use only
4	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with		5	Sole voting power 37,146,570
		6	Shared voting power 0
		7	Sole dispositive power 37,146,570
		8	Shared dispositive power 0
9	Aggregate amount beneficially owned by each reporting person 37,146,570
10	Check if the aggregate amount in Row (9) excludes certain shares ¨
11	Percent of class represented by amount in Row (9) 24.9%⁴
12	Type of reporting person CO

⁴	Based on 149,067,932 outstanding ordinary shares as of December 31, 2009.


CUSIP No. 81783J 101		SCHEDULE 13G		Page 4 of 7 Pages

Item 1

(a)

Name of Issuer:

7 Days Group Holdings Limited (“Issuer”)

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

10F, 705 GuangzhouDaDaoNan Road, Guangzhou, Guangdong 510290, People’s Republic of China

Item 2

(a)

Name of Person Filing:

He, Boquan

Prototal Enterprises Limited

Item 2

(b)

Address of Principal Business Office or, If None, Residence; Citizenship

He, Boquan

Floor 32, Metro Plaza

183-187, Tianhe Road North

Guangzhou, Guangdong 510620

People’s Republic of China

Prototal Enterprieses Limited

P.O. Box 957

Offshore Incorporations Centre

Road Town, Tortola

British Virgin Islands

Item 2

(c)

Citizenship

He, Boquan - Canada

Prototal Enterprieses Limited - British Virgin Islands

Item 2

(d)

Title of Class of Securities:

Ordinary shares, par value US$0.125

Item 2

(e)

CUSIP Number:

81783J 101

This CUSIP applies to the American Depositary Shares each representing 3 ordinary shares.

Item 3.

Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):

Not applicable.


CUSIP No. 81783J 101		SCHEDULE 13G		Page 5 of 7 Pages


Item 4.	Ownership

	(a)	Amount Beneficially Owned:

Reporting Person

Amount

beneficially

owned:

Percent
of class:

Sole power

to vote or

direct

the vote:

Shared
power to
vote or to
direct
the vote:

Sole power to

dispose or to

direct the

disposition of:

Shared power
to dispose or to
direct the
disposition of:

He, Boquan

37,146,570

ordinary

24.9%

37,146,570

ordinary

37,146,570

ordinary

Prototal Enterprieses Limited

37,146,570

ordinary

24.9%

37,146,570

ordinary

37,146,570

ordinary


		The percentages of ownership set forth above are based on 149,067,932 outstanding ordinary shares as of December 31, 2009.

		The record owner of these shares is Prototal Enterprieses Limited, which is owned by He, Boquan.

Item 5.		Ownership of Five Percent or Less of a Class

		Not applicable.

Item 6.		Ownership of More Than Five Percent on Behalf of Another Person

		Not applicable.

Item 7.		Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

		Not applicable.

Item 8.		Identification and Classification of Members of the Group

		Not applicable.

Item 9.		Notice of Dissolution of Group

		Not applicable.

Item 10.		Certifications

		Not applicable.

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. In addition, by signing below, the undersigned agrees that this Schedule 13G may be filed jointly on behalf of each of the Reporting Persons.

Dated: February 9, 2010



/S/ HE, BOQUAN
HE, BOQUAN


PROTOTAL ENTERPRISES LIMITED

By:		/S/ HE, BOQUAN
Name:		He, Boquan
Title:		Director

LIST OF EXHIBITS


Exhibit No.		Description

A		Joint Filing Agreement

EX-99.(A) 2 dex99a.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99A

EXHIBIT A

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.125, of 7 Days Group Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.


/s/ He, Boquan
HE, BOQUAN

PROTOTAL ENTERPRISES LIMITED

By:		/s/ He, Boquan
Name:		He, Boquan
Title:		Director

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