UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

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 (the “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).

Introductory Note

This Schedule 13D is filed jointly by Mr. Boquan He (“Mr. He”), Prototal Enterprises Limited (“Prototal Enterprises” and together with Mr. He, the “Founder A Parties”), Nanyan Zheng (“Mr. Zheng”), Audrey & Aaron Holdings Limited (“Audrey & Aaron Holdings”) and Fortune News International Limited (“Fortune News” and together with Mr. Zheng and Audrey & Aaron Holdings, the “Founder B Parties”, and together with the Founder A Parties, the “Reporting Persons”).

This Schedule 13D supersedes the Schedule 13G filed by the Founder A Parties with the SEC on February 9, 2010, as amended by Amendment No. 1 thereto filed with the SEC on February 11, 2011 and the Schedule 13G filed by the Founder B Parties with the SEC on February 9, 2010, as amended by Amendment No. 1 thereto filed with the SEC on February 14, 2011 and by Amendment No. 2 thereto filed with the SEC on February 8, 2012.

This statement relates to the ordinary shares, par value $0.125 per share (“Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares (“ADSs,” each ADS representing three Ordinary Shares), of 7 Days Group Holdings Limited (the “Issuer”). The Issuer’s principal executive office is located at 5C-11 Creative Industry Zone, 397 XinGangZhong Road, Guangzhou, Guangdong 510310, People’s Republic of China.

This statement of beneficial ownership on 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 1.

The Founder A Parties and Founder B Parties are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transaction described in Item 4 of this Statement.

Mr. He is a citizen of Canada and his principal occupation is co-chairman of the board of directors of the Issuer. Mr. He’s business address is Floor 32, Metro Plaza, 183-187, Tianhe Road North, Guangzhou, Guangdong 510620, People’s Republic of China.

Prototal Enterprises is a company incorporated under the laws of the British Virgin Islands. Prototal Enterprises is wholly owned by Mr. He. The principal business of Prototal Enterprises is that of an investment holding company. The principal business address of Prototal Enterprises is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Mr. He is the sole director of Prototal Enterprises.

Mr. Zheng is a citizen of People’s Republic of China and his principle occupation is co-chairman of the board of directors of the Issuer. Mr. He’s business address is 5C-11 Creative Industry Zone, 397 XinGangZhong Road, Guangzhou, Guangdong 510310, People’s Republic of China.

Audrey & Aaron Holdings is a company incorporated under the laws of the British Virgin Islands and is wholly owned by Equity Trustee Limited as trustee of The Happy Family Trust. The sole settlor of The Happy Family Trust is Mr. Zheng. The beneficiaries of The Happy Family Trust are Mr. Zheng and his wife, Sha Li. The principal business of Audrey & Aaron Holdings is that of an investment holding company. The principal business address of Audrey & Aaron Holdings is 5C-11 Creative Industry Zone, 397 XinGangZhong Road, Guangzhou, Guangdong 510310, People’s Republic of China.

Fortune News is a company incorporated under the laws of the British Virgin Islands and is wholly-owned by Audrey & Aaron Holdings. The principal business of Fortune News is that of an investment holding company. The principal business address for Fortune News is 5C-11 Creative Industry Zone, 397 XinGangZhong Road, Guangzhou, Guangdong 510310, People’s Republic of China. Mr. Zheng is the sole director of Fortune News.

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Due to the nature of the transaction described in Item 4 of this statement, the Founder A Parties and the Founder B Parties could be deemed to be part of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with each other and with other members of the Consortium. Each of the Founder A Parties hereby disclaims beneficial ownership of any Ordinary Shares beneficially owned by any of the Founder B Parties or any other person, and does not affirm membership in a “group” (within the meaning of Rule 13(d)-5 of the Exchange Act) with any of the Founder B Parties or any other person, and this Schedule 13D shall not be construed as acknowledging that any of the Founder A Parties, for any or all purposes, beneficially owns any Ordinary Shares beneficially owned by any of the Founder B Parties or any other person or is a member of a group with the Founder B Parties or any other member of the Consortium or any other person. Each of the Founder B Parties hereby disclaims beneficial ownership of any Ordinary Shares beneficially owned by any of the Founder A Parties or any other person, and does not affirm membership in a “group” (within the meaning of Rule 13(d)-5 of the Exchange Act) with any of the Founder A Parties or any other person, and this Schedule 13D shall not be construed as acknowledging that any of the Founder B Parties, for any or all purposes, beneficially owns any Ordinary Shares beneficially owned by any of the Founder A Parties or any other person or is a member of a group with the Founder A Parties or any other member of the Consortium or any other person.

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).

The entities in the Reporting Persons, namely Prototal Enterprises, Audrey & Aaron Holdings and Fortune News, shall be referred to hereinafter as “Entity Reporting Persons”, and the individuals in the Reporting Persons, namely Mr. He and Mr. Zheng, shall be referred to hereinafter as “Individual Reporting Persons”.

During the last five years, neither any Entity Reporting Person nor, to any Entity Reporting Person’s knowledge (i) any executive officer or director of such Entity Reporting Person; (ii) any person controlling of such Entity Reporting Person; or (iii) any executive officer or director of any corporation or other person ultimately in control of such Entity Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was 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.

During the past five years, none of the Individual Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was 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.

The Ordinary Shares reported in this statement as beneficially owned by the Reporting Persons were acquired prior to the Company’s initial public offering, with cash from the applicable Reporting Person’s personal funds, and were acquired for investment purposes.

The Reporting Persons together with the Consortium (as defined in Item 4 below) anticipate that at the price per Ordinary Share set forth in their Proposal (as defined and further described in Item 4 below) (which price has not yet been approved by the Company’s Board of Directors), approximately US$447.9 million will be expended in acquiring all of the outstanding Ordinary Shares of the Company other than Ordinary Shares owned by the Reporting Persons (“Publicly Held Shares”). This amount excludes (a) the estimated funds required to pay for the outstanding options to purchase Ordinary Shares; and (b) the estimated transaction costs associated with the purchase of the Publicly Held Shares. It is anticipated that the funding for the purchase of the Publicly Held Shares will be provided by a combination of equity capital contributed by the members of the Consortium, and third-party debt.

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In addition, the Reporting Persons have agreed that if the Proposed Transaction is consummated, Parent (as defined in Item 4 of this Statement) (or another entity agreed by the Consortium) shall reimburse the Consortium for or pay on behalf of the Consortium, all of its out-of-pocket costs and expenses incurred in connection with the purchase of the Publicly Held Shares. If the Proposed Transaction is not consummated, costs and expenses incurred by the Consortium in connection with pursuing and negotiating the Proposed Transaction will be funded by each member of the Consortium in proportion to their anticipated shareholdings in Parent (as defined in Item 4 below).

The information set forth in or incorporated by reference in Items 4 of this statement is incorporated herein by reference in its entirety.

On September 26, 2012, the Reporting Persons (other than Audrey & Aaron Holdings) entered into a consortium agreement (the “Consortium Agreement”) with Hawaii Asia Holdings III Limited ( “Hawaii Asia”) and SC China Holdings Ltd (“SC China”, and together with Hawaii Asia, the “Sponsors”, and together with the Reporting Persons that are signatories to the Consortium Agreement, the “Consortium”). Each of Hawaii Asia and SC China has informed the Reporting Persons that neither it nor any of its affiliates beneficially owns any Ordinary Shares. During the period beginning on the date of the Consortium Agreement and ending on the 6-month anniversary of the date of the Consortium Agreement, members of the Consortium have agreed to work exclusively with each other for the purpose of acquiring, directly or indirectly, the Issuer, in a going private transaction in which, among other things, the Consortium, through a newly-formed acquisition vehicle (“Parent”), will acquire all of the Publicly Held Shares (the “Proposed Transaction”) as contemplated by the Proposal (as defined below). Under the Consortium Agreement, the members of the Consortium have agreed to capitalize Parent with a combination of equity and debt financing, and the Reporting Persons are expected to contribute the Ordinary Shares beneficially owned by them to Parent, in each case subject to the satisfaction or waiver of the various conditions to the obligations of Parent to be set forth in any definitive merger agreement and/or other related agreements in respect of the Proposed Transaction. In addition, the members of the Consortium have agreed to cooperate with each other in conducting due diligence with respect to the Issuer and its business; engage in discussions with the Issuer regarding the terms of the Proposal; negotiate in good faith any amendments to the Proposal; negotiate in good faith the terms of the documentation required to implement the Proposed Transaction, including but not limited to a merger agreement, any debt financing documents and a shareholders’ agreement that would, among other things, govern the relationship of the shareholders of Parent following the consummation of the Proposed Transaction; not to (1) make a competing proposal for the acquisition of control of the Issuer or (2) acquire or dispose of any (i) ADS, (ii) Ordinary Shares or (iii) warrants, options or shares that are convertible into ADSs or Ordinary Shares, other than through the Proposed Transaction; and if the Transaction is consummated, be reimbursed by Parent (or another entity agreed by the Consortium) for certain costs and expenses related to the Proposed Transaction.

On September 26, 2012, the Consortium submitted a non-binding proposal (the “Proposal”) to the Issuer’s Board of Directors related to the proposed acquisition of all of the Publicly Held Shares for cash consideration equal to US$4.2333 per Ordinary Share (or US$12.70 per ADS). The Consortium also stated in the Proposal that the members of the Consortium who own Ordinary Shares and/or ADSs are interested only in acquiring the Publicly Held Shares, and that they do not intend to sell their respective stakes in the Company.

The Proposal is subject to a number of conditions, including, among other things, the negotiation and execution of a definitive merger agreement and other related agreements mutually acceptable in form and substance to the Issuer and the Consortium. Neither the Issuer nor any member of the Consortium is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation.

If the Proposed Transaction is completed, the ADSs would be delisted from the New York Stock Exchange, and the Issuer’s obligation to file periodic reports under the Exchange Act would terminate. In addition, consummation of the Proposed Transaction could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in the merger), and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company.

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Other than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present Board or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the Board; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; and taking any action similar to any of those enumerated above.

The descriptions of the Consortium Agreement and the Proposal in this Item 4 are qualified in their entirety by reference to the complete text of the Consortium Agreement and the Proposal, which have been filed as Exhibit 2 and Exhibit 3, respectively, to this statement and which are incorporated herein by reference in their entirety.

(a), (b) The following table sets forth the beneficial ownership of Ordinary Shares of the Issuer for each of the Reporting Persons.

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Due to the nature of the transaction described in Item 4 of this statement, (a) the Founder A Parties and the Founder B Parties could be deemed to be part of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with each other and with other members of the Consortium, and (b) the Founder A Parties may be deemed to beneficially own all of the Ordinary Shares beneficially owned by the Founder B Parties, and the Founder B Parties may be deemed to beneficially own all of the Ordinary Shares beneficially owned by the Fonder A Parties. As a result, Mr. He and Mr. Zhang may both be deemed to beneficially own an aggregate of 44,504,995 Ordinary Shares, or 29.6% of the total outstanding Ordinary Shares. As noted in Item 2, each of the Founder A Parties disclaims beneficial ownership of any Ordinary Shares beneficially owned by any of the Founder B Parties or any other person, and each of the Founder B Parties disclaims beneficial ownership of any Ordinary Shares beneficially owned by any of the Founder A Parties or any other person.

(c) During the last sixty days, Fortune Limited transferred Ordinary Shares in the amounts, on the dates and to the transferees as set forth in Annex A attached hereto, in each case, without consideration. Except as set out in Annex A, none of the Reporting Persons and, to their knowledge, none of the directors and officers of any of the Entity Reporting Persons has effected any transactions in the Ordinary Shares (including Ordinary Shares represented by ADSs) during the last sixty days.

(d) Not Applicable.

(e) Not Applicable.

The Consortium Agreement and the Proposal, which have been filed as Exhibit 2 and Exhibit 3 to this statement, respectively, are incorporated herein by reference in their entirety. In addition, the information set forth in Items 3, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 6. 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 Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division 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.

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Exhibit 1: Joint Filing Agreement, among each Reporting Person, dated October 5, 2012 by and among the Reporting Persons.

Exhibit 2: Consortium Agreement, dated September 26, 2012 by and among Mr. He, Prototal Enterprises, Mr. Zheng, Fortune News and Sponsors.

Exhibit 3: Proposal to the Issuer, dated September 26, 2012.

* * * * *

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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.

Date: October 5, 2012

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ANNEX A

The information in the table below sets forth the transactions in the Issuer’s securities effected in the last sixty days by Fortune News.

INDEX TO EXHIBITS

Exhibit 1

JOINT FILING AGREEMENT

Each person executing this joint filing agreement (this “Agreement”) agrees as follows:

1. Each person executing this Agreement is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but no person executing this Agreement is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

2. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of October 5, 2012

Exhibit 2

CONSORTIUM AGREEMENT

BOQUAN HE

PROTOTAL ENTERPRISES LIMITED

NANYAN ZHENG

FORTUNE NEWS INTERNATIONAL LIMITED

HAWAII ASIA HOLDINGS III LIMITED

SC CHINA HOLDINGS LTD

Dated as of 26 September 2012

TABLE OF CONTENTS

i

Schedule A—The Proposal

Schedule B—Founder Securities

ii

THIS CONSORTIUM AGREEMENT is made as of 26 September 2012, by and among Boquan He (“Founder A”), Prototal Enterprises Limited, a company incorporated under the laws of the British Virgin Islands (the “Founder A SPV”, and together with Founder A, the “Founder A Consortium Members”), Nanyan Zheng (“Founder B”), Fortune News International Limited, a company incorporated under the laws of the British Virgin Islands (the “Founder B SPV”, and together with Founder B the “Founder B Consortium Members” and together with the Founder A Consortium Members, the “Founder Consortium Members”), Hawaii Asia Holdings III Limited (“Carlyle”) and SC China Holdings Ltd (“Sequoia”, together with Carlyle, the “Sponsors” and each a “Sponsor”). Each of the Founder Consortium Members and the Sponsors is referred to herein as a “Consortium Member” and collectively, the “Consortium Members”. Unless otherwise set forth herein, capitalized terms have the meanings ascribed to such terms as set forth in Section 11.01.

WHEREAS, (a) the Founder A Consortium Members are the record and Beneficial Owners of 35,131,575 Company Shares, or approximately 23.4% of the issued and outstanding Company Shares, (b) the Founder B Consortium Members are the record and Beneficial Owners of 10,553,420 Company Shares, or approximately 7.0% of the issued and outstanding Company Shares and (c) none of the Sponsors owns of record or beneficially (as defined under Rule 13d-3 of the Exchange Act) any Company Shares;

WHEREAS, the Consortium Members propose to establish a newly-formed acquisition vehicle (“Parent”) for the purpose of acquiring, directly or indirectly, 7 Days Group Holdings Limited (the “Company”), a company listed on the New York Stock Exchange (the “NYSE”), in a going private transaction in which, among other things, Parent acquires all of the Company Shares not already owned by the Consortium Members, the Company’s ADSs are delisted from the NYSE and the Company Shares are deregistered under the Exchange Act (the “Transaction”);

WHEREAS, on the date hereof, the Consortium Members intend to submit a joint, non-binding proposal, a copy of which is attached hereto as Schedule A (the “Proposal”) to the Company’s board of directors in connection with the Transaction;

WHEREAS, in accordance with the terms of this Agreement, the Consortium Members will cooperate and participate in (a) the evaluation of the Company, including conducting due diligence, (b) discussions regarding the Proposal with the Company and (c) the negotiation of the terms of definitive documentation in connection with the Transaction (in which negotiations the Consortium Members expect that the Company will be represented by a special committee of independent and disinterested directors of the Company) including an agreement and plan of merger among Parent, the Company and the other parties thereto (the “Merger Agreement”); and

WHEREAS, within ten days of the submission of the Proposal to the board of directors of the Company, the Founder Consortium Members will be required to file or furnish with the U.S. Securities and Exchange Commission a Schedule 13D disclosing their delivery of the Proposal and certain additional information.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Consortium Members, intending to be legally bound, hereby agree as follows:

ARTICLE I

PROPOSAL; SHAREHOLDERS AGREEMENT; PARENT OWNERSHIP

Section 1.01 Proposal. On the date hereof, the Consortium Members shall submit the Proposal to the Company’s board of directors. Thereafter, the Consortium Members shall collectively: (a) undertake further due diligence with respect to the Company and its business; (b) engage in discussions with the Company regarding the Proposal; and (c) negotiate in good faith the terms of the Documentation (including the terms of any other agreements between the Consortium Members required to support the Proposal or to regulate the relationship between the Consortium Members).

Section 1.02 Shareholders Agreement. The Consortium Members agree to negotiate in good faith to reach agreement on a shareholders agreement (the “Shareholders Agreement”) that would, among other things, govern the relationship of the shareholders in Parent following the Closing, and that would contain provisions customary for transactions of this type.

Section 1.03 Additional Consortium Members. The Consortium Members may together agree to admit one or more additional members which will provide equity capital and/or debt financing to Parent for the consummation of the Transaction. Such additional member(s) shall execute a deed of adherence to this Agreement in form and substance satisfactory to the Consortium Members, following which time they will be deemed “Consortium Members” for all purposes under this Agreement.

Section 1.04 Parent Ownership. Unless the Consortium Members otherwise agree, prior to the execution of the Merger Agreement, the Consortium Members shall incorporate Parent. Although the exact capital structure of Parent will need to be determined, the Consortium Members contemplate that each Consortium Member’s ownership percentage in Parent shall be based on the amount of cash paid, and the value of any Company Shares contributed (with each Company Share contributed being valued at the consideration per Company Share to be set forth in the Merger Agreement), by such Consortium Member to Parent relative to the aggregate amount of cash paid, and the aggregate value of any Company Shares contributed, by all of the Consortium Members to Parent in connection with the Transaction. Specifically, each of the Founder Consortium Members agrees to contribute to Parent at the Closing, in exchange for newly issued equity interests in Parent, all of the Securities then held by such Founder Consortium Member. All securities issued by Parent at the Closing shall be issued to the Consortium Members pro rata in class, series and amount proportionate to the relative total amounts purchased and rolled-over by all Consortium Members, assuming that the price per share paid in respect of each Security contributed to Parent by the Founder Consortium Members is equal to the consideration payable in respect of one Company Share under the Merger Agreement. For the avoidance of doubt, the Consortium Members agree that the obligation of each of the Consortium Members to purchase and pay for any Parent shares to be purchased by them shall be subject to the satisfaction or waiver of the various conditions to the obligations of Parent to be set forth in the Merger Agreement. Notwithstanding the foregoing, Carlyle shall have the right to subscribe an amount of shares of Parent valued at no less than US$120,000,000, and Sequoia shall have the right to subscribe an amount of shares of Parent valued at no less than US$100,000,000.

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ARTICLE II

PARTICIPATION IN TRANSACTION; ADVISORS; WAIVERS AND CONSENTS

Section 2.01 Participation in the Transaction. Each Consortium Member shall participate in the negotiation of the terms of the Documentation in connection with the Transaction and shall use its reasonable best efforts to (a) comply with any information delivery or other requirements (including confidentiality agreements with the Company) entered into by Parent, a Consortium Member or an Affiliate of a Consortium Member and shall not, and shall direct that its Representatives do not, cause (by their action or omission) any other Consortium Member to breach such arrangements or obligations, (b) participate in meetings and negotiations with the Special Committee and its advisors, (c) execute and comply with any confidentiality agreements reasonably required by the Company and (d) participate in meetings and negotiations with potential debt financing lenders.

Section 2.02 Information Sharing and Roles. (a) Each Consortium Member shall cooperate in good faith in connection with the Proposal and the Transaction, including by (i) sharing all information reasonably necessary to evaluate the Company, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (ii) providing each other or Parent with all information reasonably required concerning such Consortium Member or any other matter relating to such Consortium Member in connection with the Transaction and any other information a Consortium Member may reasonably require in respect of any other Consortium Member and its Affiliates for inclusion in the Documentation, (iii) providing timely responses to requests by another Consortium Member for information, (iv) applying the level of resources and expertise that such Consortium Member considers is necessary and appropriate to meet its obligations under this Agreement, and (v) conducting negotiations with the Special Committee, its advisors and other Consortium Members in connection with the Transaction and in coordination with each other. Unless the Consortium Members otherwise agree, none of the Consortium Members shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation MA of the Exchange Act). Notwithstanding the foregoing, (A) no Sponsor shall be required to make available to the other Consortium Members any of its internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality and (B) none of the Founder Consortium Members shall be obligated to provide any information if providing such information is in breach of their obligations or fiduciary duties to the Company.

(b) The Consortium Members shall work together in good faith to agree on necessary public statements about their intentions in relation to the Company. The issuance of any such public statement shall be subject to Section 7.01.

Section 2.03 Appointment of Advisors. (a) The Consortium Members shall agree to the scope and engagement terms of all joint Advisors to Parent and/or the Consortium Members in connection with the Transaction. Skadden, Arps, Slate, Meagher & Flom LLP and Kirkland & Ellis have been jointly selected by the Consortium Members as international legal counsel to represent the consortium in connection with the Transaction.

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(b) If a Consortium Member requires separate representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, it may retain other Advisors to advise it. Each Consortium Member which engages separate Advisors shall provide prior notice to the other Consortium Members of such engagement together with an estimate of fees and expenses of such Advisors. Skadden, Arps, Slate, Meagher & Flom LLP is acting as international counsel to Carlyle in connection with the Transaction and Kirkland & Ellis is acting as international counsel to Sequoia in connection with the Transaction (in addition to each acting as the international counsel to the consortium, with the scope and engagement terms of such separate legal Advisor having been deemed approved by the Consortium Members). Each Consortium Member which engages any separate Advisors shall be solely responsible for the fees and expenses of any such separate Advisors unless the scope and engagement terms of such separate Advisors have been approved by the Consortium Members, in which case such Advisor shall not be deemed a separate Advisor and all fees and expenses of such Advisor shall be allocated as between the Consortium Members as provided in Section 3.01.

Section 2.04 Waivers and Consents. Each Consortium Member shall use reasonable best efforts and shall provide all cooperation as may be reasonably requested by the other Consortium Members to obtain all applicable governmental, statutory, regulatory or other consents, licenses, waivers or exemptions required or, in the reasonable opinion of the other Consortium Members, desirable for the consummation of the Transaction.

ARTICLE III

TRANSACTION COSTS

Section 3.01 Expenses and Fee Sharing. (a) If the Transaction is consummated then, at or immediately following the Closing, Parent (or another entity agreed by the Consortium Members) shall reimburse the Consortium Members (or their respective designees) for, or pay on behalf of the Consortium Members, as the case may be, all of their out-of-pocket costs and expenses incurred in connection with the Transaction, including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained jointly by the Consortium Members to the extent such appointment and expenses are agreed to in advance (other than fees and costs of any separate Advisors who were retained by a Consortium Member in accordance with Section 2.03(b)) and any Claims paid by any Consortium Member (other than as a result of the fraud, willful misconduct or willful breach of this Agreement by such Consortium Member) (collectively, the “Consortium Expenses”).

(b) If the Transaction is not eventually consummated without any breach by any Consortium Member, the Consortium Members agree to share, ratably based on each Consortium Member’s Respective Proportion, the out-of-pocket costs and expenses payable by them in connection with the Transaction incurred prior to the termination of this Agreement, including any fees and expenses payable to the Advisors retained jointly by the Consortium Members to the extent such appointment and expenses are agreed to in advance (other than fees and costs of any separate Advisors who were retained by a Consortium Member in accordance with Section 2.03(b)). If it is finally determined in accordance with Section 10.08 that: (i) a Consortium Member has breached this Agreement; and (ii) such breach has resulted in the Transaction not being consummated, then such breaching Consortium Member shall reimburse any non-breaching Consortium Member for all out-of-pocket costs and expenses, including any Advisor fees and expenses (including fees and expenses of any financing banks), incurred by the non-breaching Consortium Members in connection with the Transaction.

(c) Each Consortium Member shall be entitled to receive, on a pro rata basis in accordance with its Respective Proportion, any termination or other fees or amounts payable, directly or indirectly, to Parent by the Company pursuant to the Merger Agreement, net of the expenses required to be borne by them pursuant to Section 3.01(b).

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ARTICLE IV

LIMITATION OF LIABILITY

Section 4.01 Limitation of Liability. The obligations of each Consortium Member under this Agreement are several (and not joint or joint and several) and each Consortium Member’s obligation for fees and costs pursuant to Article III is capped at such Consortium Member’s Respective Proportion; provided that the obligations of the Founder A Consortium Members under this Agreement shall be joint and several as between Founder A and the Founder A SPV and the obligations of the Founder B Consortium Members under this Agreement shall be joint and several as between Founder B and the Founder B SPV. The Consortium Members shall share the Liability (if any) in respect of each and every Claim in their Respective Proportions, except where the Claim has arisen as a result of the fraud, willful misconduct or willful breach of this Agreement by a Consortium Member in which case the Liability for the Claim will rest solely with the Consortium Member who has committed the act of fraud, willful misconduct or willful breach. If the amount paid by a paying Consortium Member is more than the paying Consortium Member’s Respective Proportion of the relevant Liability (except in the case of such paying Consortium Member’s fraud, willful misconduct or willful breach), the other Consortium Members shall immediately upon demand pay to the paying Consortium Member such sum as may be necessary to ensure that each Consortium Member bears only its Respective Proportion of such Liability. For the avoidance of doubt, the fees and expenses of any separate Advisor who was retained by a Consortium Member in accordance with Section 2.03(b) shall not be taken into account when determining such Consortium Members’ Respective Proportion.

ARTICLE V

EXCLUSIVITY

Section 5.01 Exclusivity Period. Subject to Article VI, during the Exclusivity Period each Consortium Member shall:

(a) work exclusively with the other Consortium Members to implement the Transaction, including to: (i) evaluate the Company; (ii) formulate the terms of the Proposal, including the amount to be paid, by the date for submission of the Proposal or any other date agreed by the Consortium Members; (iii) prepare and submit to the Company the Proposal and the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Consortium Members; and (v) at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, or in connection with any written consent of the Company’s shareholders, (1) appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (2) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Consortium Member’s Securities (x) in favor of the Transaction and (y) against any Competing Proposal or matter that could facilitate a Competing Proposal;

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(b) not, without the written consent of the other Consortium Members, directly or indirectly, either alone or with any of its Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is inconsistent with the Transaction as contemplated under this Agreement; (v) acquire or dispose of any Securities, and in the case of the Founder Consortium Members, directly or indirectly, except as disclosed in Schedule B, (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would make have the effect of preventing, disabling or delaying the Consortium Member from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or Section 5.01(b);

(c) immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications with all persons conducted heretofore with respect to a Competing Proposal; and

(d) notify the other Consortium Members promptly if it or any of its Representatives receives any approach or communication with respect to any Competing Proposal and shall promptly disclose to the other Consortium Members the identity of any other persons involved and the nature and content of the approach or communication.

(e) Unless otherwise agreed in writing by each Consortium Member, no Consortium Member may enter into any agreement with another Consortium Member or group of Consortium Members that has the effect of discriminating against any Consortium Member in a manner that is materially adverse to such Consortium Member without such Consortium Member’s consent. Each Consortium Member shall provide to all other Consortium Members a copy of each agreement to be entered into with less than all of the Consortium Members prior to the execution of such agreement.

ARTICLE VI

TERMINATION

Section 6.01 Failure to Agree. (a) If the Consortium Members are unable to agree either (i) as between themselves upon the material terms of the Transaction (including the terms of any debt financing for the Transaction) or (ii) with the Special Committee on the material terms of a Transaction which the Special Committee agrees to recommend to the public shareholders of the Company or (b) a Consortium Member is not satisfied with the results of its due diligence investigation, then (x) a Consortium Member may cease its participation in the Transaction; and (y) this Agreement shall terminate with respect to such withdrawing Consortium Member, following which the provisions of Section 6.02 will apply. This Agreement shall terminate at any time upon the mutual written agreement of each Consortium Member.

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Section 6.02 Effect of Termination For Failure to Agree. Upon termination of this Agreement with respect to a Consortium Member under Section 6.01, (a) Article III (Transaction Costs), Article IV (Limitation of Liability), Article V (Exclusivity), Article VI (Termination), Section 7.02 (Confidentiality), Article VIII (Notices) and Article X (Miscellaneous) shall continue to bind such Consortium Member and such Consortium Member shall be liable under Article III for its Respective Proportion of any Consortium Expenses incurred prior to the termination of this Agreement with respect to such Consortium Member and (b) any Advisors appointed under this Agreement may continue to advise the continuing Consortium Members. The Consortium Members shall otherwise not be liable to each other in relation to this Agreement, other than in respect of a breach of this Agreement occurring prior to termination. Upon termination of this Agreement with respect to all Consortium Members, the Consortium Members shall jointly own but may use separately all of the due diligence information, advice and work product in relation to the Transactions and any Advisors appointed under this Agreement may continue to advise, separately, any of the Consortium Members.

ARTICLE VII

ANNOUNCEMENTS AND CONFIDENTIALITY

Section 7.01 Announcements. No announcements regarding the subject matter of this Agreement shall be issued by any Consortium Member without the prior written consent of the other Consortium Members, which consent shall not be unreasonably conditioned, withheld or delayed, except to the extent that any such announcements are required by law, a court of competent jurisdiction, a regulatory body or international stock exchange (but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the other Consortium Members and the other Consortium Members have had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to the extent reasonably practicable). Any announcement to be made by the Consortium Members or their Affiliates (including Parent) in connection with the Transaction shall be jointly coordinated and agreed by the Consortium Members.

Section 7.02 Confidentiality. (a) Except as permitted under Section 7.03, each Consortium Member shall not, and shall direct that its Representatives do not, without the prior written consent of the other Consortium Members, disclose any Confidential Information received by it (the “Recipient”) from any other Consortium Member (the “Discloser”). Each Consortium Member shall not and shall direct its Representatives not to, use any Confidential Information for any purpose other than for the purposes of this Agreement or the Transaction.

(b) Subject to Section 7.02(c), the Recipient shall safeguard and return to the Discloser any Confidential Information which falls within paragraph (a) of the definition of Confidential Information, on demand, or in the case of electronic data (other than any electronic data stored on the back-up tapes of the Recipient’s hardware), at the election of the Recipient, destroy, any Confidential Information contained in any material in its or its Representatives’ possession or control.

(c) Each of the Consortium Members may retain in a secure archive a copy of the Confidential Information referred to in Section 7.02(b) if the Confidential Information is required to be retained by the Consortium Member for regulatory purposes or in connection with a bona fide document retention policy.

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(d) Each Consortium Member acknowledges that, in relation to Confidential Information received from the other Consortium Members, the obligations contained in Section 7.02 shall continue to apply for a period of twelve (12) months following termination of this Agreement unless otherwise agreed in writing.

Section 7.03 Permitted Disclosures. A Consortium Member may make disclosures: (a) to those of its Representatives and Affiliates as such Consortium Member reasonably deems necessary to give effect to or enforce this Agreement but only on a confidential basis; (b) if required by law or a court of competent jurisdiction, the SEC or another regulatory body or international stock exchange having jurisdiction over a Consortium Member or pursuant to whose rules and regulations such disclosure is required to be made, but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the other Consortium Members and the other Consortium Members have had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to the extent reasonably practicable; or (c) if the information is publicly available other than through a breach of this Agreement by such Consortium Member or its Representatives.

ARTICLE VIII

NOTICES

Section 8.01 Notices. Any notice, request, instruction or other document to be given hereunder by any Consortium Member to another Consortium Member shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by facsimile, overnight courier or electronic mail:

If to the Founder A Consortium Members:

7 Days Group Holdings Limited

5C-11 Creative Industry Zone, 397 Xin Gang Zhong Road

Guangzhou, Guangdong 510310

People’s Republic of China

Attention: Boquan He

Facsimile: +86-20-8922-6707

If to the Founder B Consortium Members:

7 Days Group Holdings Limited

5C-11 Creative Industry Zone, 397 Xin Gang Zhong Road

Guangzhou, Guangdong 510310

People’s Republic of China

Attention: Nanyan Zheng

Facsimile: +86-20-8922-6707

If to Carlyle:

Hawaii Asia Holdings III Limited

Level 28, Three Pacific Place,

1 Queen’s Road East, Hong Kong

Attention: Justin Zhou

Facsimile: +852-2878-7007

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with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

30^th Floor, China World Office 2

No. 1 Jianguomenwai Avenue

Beijing 100004, China

Attention: Peter Huang

Facsimile: +86-10-6535-5599

If to Sequoia:

Sequoia Capital China

Suite 2215, 22/F

Two Pacific Place

88 Queensway Road

Hong Kong

Attention: Neil Shen

Facsimile: +852-2501-5249

with a copy to:

Kirkland & Ellis

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Attention: David Zhang

                 Jesse Sheley

Facsimile: +852-3761-3301

or to such other address or facsimile number as such Consortium Member may hereafter specify for the purpose by notice to the other Consortium Member hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

ARTICLE IX

REPRESENTATIONS AND WARRANTIES

Section 9.01 Representations and Warranties.

(a) Each Consortium Member hereby represents and warrants to the other (on behalf of such Consortium Member only) as follows: (i) the Consortium Member has full legal right, power and authority to execute and deliver this Agreement, to perform the Consortium Member’s obligations hereunder and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly executed and delivered by the Consortium Member and the execution, delivery and performance of this Agreement by the Consortium Member and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Consortium Member and no other actions or proceedings on the part of the Consortium Member are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; (iii) assuming this Agreement constitutes the valid and binding agreement of the other parties hereto, this Agreement constitutes the valid and binding agreement of the Consortium Member, enforceable against the Consortium Member in accordance with its terms; (iv) the execution and delivery of this Agreement by the Consortium Member does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or agreement binding upon the Consortium Member; (v) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Consortium Member; and (vi) it has made adequate arrangements to ensure that the required funds are available to effect payment in full for its Respective Portion of the Consortium Expenses.

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(b) Each Founder Consortium Member hereby represents and warrants to the other Consortium Members (on behalf of such Founder Consortium Member only) as follows: (i) the execution and delivery of this Agreement by the Consortium Member does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or agreement binding upon the Founder Consortium Member’s Securities; and (ii) except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, each Founder Consortium Member owns, beneficially and of record, or controls all of the Securities (and any additional Securities acquired after the date hereof) set forth next to their name on Schedule B attached hereto, and all of such Securities are free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or specified in Schedule B), and has sole voting power and sole power of disposition with respect to the Founder Consortium Member’s Securities, with no restrictions on the Founder Consortium Member’s rights of voting or disposition pertaining thereto and no person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Founder Consortium Member’s Securities (other than any restrictions specified in Schedule B).

Section 9.02 Separate Representations and Warranties. Each representation and warranty in Section 9.01 is a separate representation and warranty. The interpretation of any representation and warranty may not be restricted by reference to or inference from any other representation and warranty.

Section 9.03 Reliance. Each Consortium Member acknowledges that the other Consortium Members have entered into this Agreement on the basis of and reliance upon (among other things) the representations and warranties in Section 9.01 and have been induced by them to enter into this Agreement.

ARTICLE X

MISCELLANEOUS

Section 10.01 Entire Agreement. This Agreement constitutes the entire agreement between the Consortium Members and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to its subject matter.

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Section 10.02 Further Assurances. Each Consortium Member shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Consortium Members in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

Section 10.03 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Consortium Members to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

Section 10.04 Amendments; Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by the Consortium Members. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the Consortium Member against whom the enforcement of such waiver, discharge or termination is sought. No failure or delay by any Consortium Member in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 10.05 Assignment; No Third Party Beneficiaries. Other than as provided herein, the rights and obligations of each Consortium Member shall not be assigned without the prior consent of the other Consortium Members; provided that the Sponsor may assign its rights and obligations under this Agreement, in whole or in part, to any Affiliated investment fund of the Sponsor or any investment vehicle of the Sponsor of such funds but no such assignment shall relieve the Sponsor from any of its obligations hereunder. This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the Consortium Members. Nothing in this Agreement shall be construed as giving any person, other than the Consortium Members and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

Section 10.06 No Partnership or Agency. The Consortium Members are independent and nothing in this Agreement constitutes a Consortium Member as the trustee, fiduciary, agent, employee, partner or joint venturer of the other Consortium Member.

Section 10.07 Counterparts. This Agreement may be executed in counterparts and all counterparts taken together shall constitute one document. This Agreement shall not be effective until each Consortium Member has executed at least one counterpart.

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Section 10.08 Governing Law; Arbitration. This Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Subject to Section 10.09, each of the Consortium Members hereby agrees that in the event any dispute arises among the parties out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 10.08. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed to be incorporated by reference in this Section 10.08. The place of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators. One arbitrator shall be jointly nominated by the claimant(s), irrespective of number, and one arbitrator shall be jointly nominated by the respondent(s), irrespective of number. If either the claimant(s) or the respondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two arbitrators so chosen shall select a third arbitrator, provided that if such two arbitrators shall fail to choose a third arbitrator within 30 days after such two arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 10.08 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. The arbitrators shall have no authority to award punitive or other punitive-type damages.

Section 10.09 Remedies. Without prejudice to the rights and remedies otherwise available to any Consortium Member, including the right to claim money damages for breach of any provision hereof, any Consortium Member may bring an action for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement.

ARTICLE XI

DEFINITIONS AND INTERPRETATION

Section 11.01 Definitions. In this Agreement, unless the context requires otherwise:

“ADSs” means the American Depositary Shares of the Company, each of which currently represents three Company Shares.

“Advisors” means the advisors and/or consultants of Parent, the Consortium Members and/or a Consortium Member, as the case may be, appointed in connection with the Transaction.

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“Affiliate” means, with respect to any person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such specified person “Affiliates” and “Affiliated” shall be construed accordingly.

“Agreement” means this Consortium Agreement, as amended, modified or supplemented from time to time in accordance with its terms.

“Beneficial Owner” has the meaning given under Rule 13d-3 of the Exchange Act.

“Business Day” means any day (other than a Saturday or a Sunday) on which banks generally are open in the People’s Republic of China, Hong Kong and in New York, New York, for the transaction of normal banking business.

“Carlyle” has the meaning given in the preamble.

“Claim” means a claim against any one or more of the Consortium Members arising from or relating to the Transaction in respect of which a Consortium Member is, or is sought to be, made liable to pay any sum of money to any person other than a Consortium Member (or any of their respective Affiliates), whether on a joint and several basis or on any other basis.

“Closing” means the consummation of the Transaction.

“Company” has the meaning given in the recitals.

“Company Shares” means the ordinary shares, par value $0.125 per share, in the share capital of the Company.

“Competing Proposal” means a proposal, offer or invitation to the Company, the Consortium Members or any of their respective Affiliates (other than the Proposal), that involves the direct or indirect acquisition of 10% of the Company, a sale of all or any significant amount of the assets of the Company, a restructuring or recapitalization of the Company, or some 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, adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Consortium Members.

“Confidential Information” includes (a) all written, oral or other information obtained in confidence by one Consortium Member from any other Consortium Member in connection with this Agreement or the Transaction, unless such information is already known to such Consortium Member or to others not known by such Consortium Member to be bound by a duty of confidentiality or such information is or becomes publicly available other than through a breach of this Agreement by such Consortium Member and (b) the existence or terms of, and any negotiations or discussions relating to, the Proposal, this Agreement and any definitive documentation, including the Merger Agreement.

“Consortium Expenses” has the meaning given in Section 3.01(b).

“Consortium Members” has the meaning given in the preamble.

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“Control” means the possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities, contract or otherwise.

“Discloser” has the meaning given in Section 7.02(a).

“Documentation” means the documentation required to implement the Transaction, including the Proposal, the Merger Agreement, the Shareholders Agreement, filings with the SEC and other governmental agencies, and ancillary documentation, in each case, in the form to be agreed by the Consortium Members.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Exclusivity Period” means the period beginning on the date hereof and ending on the first to occur of: (a) the date six months after the date hereof, and (b) the mutually agreed termination of this Agreement.

“Founder A” has the meaning given in the preamble.

“Founder A Consortium Members” has the meaning given in the preamble.

“Founder A SPV” has the meaning given in the preamble.

“Founder B” has the meaning given in the preamble.

“Founder B Consortium Members” has the meaning given in the preamble.

“Founder B SPV” has the meaning given in the preamble.

“Liability” means a liability to pay a sum of money arising pursuant to a Claim (which sum is deemed to include all legal and other costs, damages, losses and expenses incurred in connection with (or arising directly or indirectly from) defending, disputing or otherwise dealing with any such Claim) where the liability arises from a judgment given by a court of competent jurisdiction, the final decision given in any binding arbitration proceedings or the agreed settlement of the Claim.

“Merger Agreement” has the meaning given in the recitals.

“NYSE” has the meaning given in the recitals.

“Parent” has the meaning given in the recitals.

“Proposal” has the meaning given in the recitals.

“Recipient” has the meaning given in Section 7.02(a).

“Representative” of a Consortium Member means such Consortium Member’s officers, managers, directors, general partners, employees, outside counsel, accountants, consultants, financial advisors, potential sources of equity or debt financing (and their respective counsel).

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“Respective Proportion” means, with respect to a Consortium Member, the proportion that such Consortium Member’s planned investment in Parent securities bears to the aggregate amount of all of the Consortium Members’ planned investment in Parent securities (including, for the avoidance of doubt, planned investment through contribution of Company Shares (including options to acquire Company Shares) to Parent (with each Company Share contributed being valued at the consideration per Company Share to be set forth in the Merger Agreement).

“SEC” means the United States Securities and Exchange Commission.

“Securities” means Company Shares, warrants, options and any other securities which are convertible into or exercisable for Company Shares that are owned (of record or beneficially) by a Consortium Member as of the date of this Agreement, together with any other Company Shares acquired (whether beneficially or of record) by a Consortium Member after the date hereof and prior to the Closing, including any Company Shares acquired by means of purchase, dividend or distribution, or issued upon exercise of any options or warrants or the conversion or exercise of any securities convertible into or exercisable for Company Shares or otherwise.

“Sequoia” has the meaning given in the preamble.

“Shareholders Agreement” has the meaning given in Section 1.02.

“Special Committee” means a special committee of independent directors of the Company that will be established to be responsible for, among other matters, negotiating the terms of the Transaction.

“Sponsors” has the meaning given in the preamble.

“Transaction” has the meaning given in the recitals.

“Transfer” has the meaning given in Section 5.01(b).

Section 11.02 Statutory Provisions. All references to statutes, statutory provisions, enactments, directives or regulations shall include references to any consolidation, reenactment, modification or replacement of the same, any statute, statutory provision, enactment, directive or regulation of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time.

Section 11.03 Recitals and Schedules. References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the Consortium Members are references respectively to the Consortium Members and their legal personal representatives, successors and permitted assigns.

Section 11.04 Meaning of References. In this Agreement, unless the context requires otherwise:

(a) words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

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(b) references to a “person” shall include any individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality. References to a “company” shall be construed so as to include any company, corporation or other body corporate wherever and however incorporated or established;

(c) references to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation;

(d) any reference to “writing” or “written” includes any method of reproducing words or text in a legible and non-transitory form;

(e) references to any document (including this Agreement) are references to that document as amended, consolidated, supplemented, novated or replaced from time to time;

(f) references to “$” are to the lawful currency of the United States of America, as at the date of this Agreement; and

(g) references to “Company Shares” shall include Company Shares represented by ADSs.

Section 11.05 Headings. Section and paragraph headings and the table of contents are inserted for ease of reference only and shall not affect construction.

Section 11.06 Negotiation of the Agreement. The Consortium Members have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Consortium Members and no presumption or burden of proof shall arise favoring or disfavoring any Consortium Member by virtue of the authorship of any provisions of this Agreement.

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IN WITNESS WHEREOF, the Consortium Members have caused this Agreement to be executed and delivered as of the date first written above.

[Consortium Agreement Signature Page]

Exhibit 3

September 26, 2012

The Board of Directors

7 Days Group Holdings Limited

5C-11 Creative Industry Zone, 397 Xin Gang Zhong Road

Guangzhou, Guangdong 510310

People’s Republic of China

Dear Members of the Board of Directors,

We, Boquan He, Nanyan Zheng, Prototal Enterprises Limited, Fortune News International Limited, Hawaii Asia Holdings III Limited, an affiliate of the Carlyle Group, and Sequoia Capital China (collectively, the “Consortium Members”), are pleased to submit this preliminary non-binding proposal (the “Proposal”) to acquire all of the outstanding ordinary shares of 7 Days Group Holdings Limited (the “Company”) and the American Depositary Shares of the Company (“ADSs”, each ADS representing 3 ordinary shares of the Company), in both cases, that are not already owned by us in a “going private” transaction on the principal terms and conditions described in this letter (the “Transaction”).

We believe that our Proposal of US$4.2333 per ordinary share of the Company and US$12.70 per ADS, as the case may be, in cash provides a very attractive opportunity to the Company’s shareholders. Our Proposal represents a premium of 20.2% to the closing price of the Company’s ADSs on September 25, 2012 and a premium of 31.8% to the volume-weighted average closing price of the Company’s ADSs during the last 30 trading days.

Set forth below are the key terms of our Proposal.

I. Consortium

The Consortium Members have entered into a consortium agreement pursuant to which we will form an acquisition vehicle for the purpose of implementing the Transaction, and have agreed to work with each other exclusively in pursuing the Transaction. Please also note that the Consortium Members who own ordinary shares of the Company and/or ADSs are currently interested only in pursuing the Transaction and are not interested in selling their shares in any other transaction involving the Company.

II. Transaction and Purchase Price

We propose to acquire all of the outstanding ordinary shares of the Company and the ADSs not already owned by us at a purchase price equal to US$4.2333 per ordinary share and US$12.70 per ADS, as the case may be, in cash through a one-step merger of an acquisition vehicle newly formed by the Consortium Members with and into the Company.

III. Sources of Financing

We intend to finance the Transaction with a combination of equity capital funded by the Consortium Members and third-party debt.

IV. Due Diligence

Parties providing financing will require a timely opportunity to conduct customary due diligence on the Company. We believe that we and our financing sources will be in a position to complete due diligence in a timely manner and in parallel with discussions on definitive agreements.

V. Definitive Documentation

Consummation of the Transaction would require negotiation and execution of a definitive merger agreement, as well as other customary agreements for a transaction of this nature, each containing terms and conditions appropriate for transactions of this type. We have retained Skadden, Arps, Slate, Meagher & Flom LLP and Kirkland & Ellis as international legal counsels to the Consortium Members and are prepared to provide draft agreements promptly.

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VI. Confidentiality

We are sure you will agree that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed the definitive agreements or terminated our discussions.

VII. Process

We believe that the Transaction will provide superior value to the Company’s public shareholders. We recognize that the board of directors will evaluate the Proposal independently before it can make a decision to endorse it. We recognize of course that the board of directors of the Company will evaluate the Transaction independently before it can make its determination whether to endorse it. Given our involvement in the Transaction, we would expect that the independent members of the board of directors will proceed to consider our Proposal and the Transaction.

VIII. Miscellaneous

This Proposal is not a binding offer, agreement or agreement to make a binding offer or agreement at any point in the future. This letter is a preliminary indication of interest by the Consortium Members and does not contain all matters upon which agreement must be reached in order to consummate the proposed Transaction, nor does it create any binding rights or obligations in favor of any person. The parties will be bound only upon the execution of mutually agreeable definitive documentation.

IX. Public Disclosure

In light of United States securities law requirements, the Existing Shareholders will be making a filing with the Securities and Exchange Commission on Schedule 13D in which this letter will be publicly disclosed.

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In closing, we would like to express our commitment to working together to bring this Transaction to a successful and timely conclusion. Should you have any questions regarding this Proposal, please do not hesitate to contact us. We look forward to hearing from you.

Sincerely,