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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934*
eHi Car Services Limited
(Name of Issuer)
Class A common shares, par value $0.001 per share
(Title of Class of Securities)
26853A 100
(CUSIP Number)
Ms. Shirley Li
Unit 1903B-05 Exchange Tower
33 Wang Chiu Road, Kowloon Bay
Hong Kong
Facsimile: +852 3421 0430
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 4, 2018
(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. o
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.
* 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.
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).
CUSIP No. |
26853A 100 |
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12 |
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Name of Reporting Persons | ||||||||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||
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(a) |
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(b) |
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SEC Use Only | ||||||||||
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Source of Funds (See Instructions) | ||||||||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||||||||
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Citizenship or Place of Organization | ||||||||||
Number of |
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Sole Voting Power | |||||||||
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Shared Voting Power | ||||||||||
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Sole Dispositive Power | ||||||||||
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Shared Dispositive Power | ||||||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||||||
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Percent of Class Represented by Amount in Row (11) | ||||||||||
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Type of Reporting Person (See Instructions) | ||||||||||
(1) Consists of (i) 538,764 Class A common shares, including 438,764 Class A common shares represented by 219,382 ADSs (as defined below), and (ii) 8,599,211 Class B common shares that may be deemed to be beneficially owned by the Reporting Persons (as defined below) pursuant to the terms of the Purchase and Voting Agreement (as defined below). See Item 4 of this statement on Schedule 13D for a description of the Purchase and Voting Agreement.
(2) The beneficial ownership percentage of Class A common shares is calculated based on 74,279,018 Class A common shares outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below), plus 8,599,211 Class A common shares issuable upon conversion of the Class B common shares beneficially owned by the Reporting Persons (as defined below). The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below). Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by the Reporting Persons represent approximately 11.8% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.
CUSIP No. |
26853A 100 |
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12 |
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1 |
Name of Reporting Persons | ||||||||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||
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(a) |
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(b) |
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SEC Use Only | ||||||||||
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Source of Funds (See Instructions) | ||||||||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||||||||
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Citizenship or Place of Organization | ||||||||||
Number of |
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Sole Voting Power | |||||||||
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Shared Voting Power | ||||||||||
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Sole Dispositive Power | ||||||||||
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Shared Dispositive Power | ||||||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||||||
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Percent of Class Represented by Amount in Row (11) | ||||||||||
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Type of Reporting Person (See Instructions) | ||||||||||
(1) Consists of (i) 538,764 Class A common shares, including 438,764 Class A common shares represented by 219,382 ADSs (as defined below), and (ii) 8,599,211 Class B common shares that may be deemed to be beneficially owned by the Reporting Persons (as defined below) pursuant to the terms of the Purchase and Voting Agreement (as defined below). See Item 4 of this statement on Schedule 13D for a description of the Purchase and Voting Agreement. Ocean Voyage L.P. is the general partner of Ocean Imagination L.P.
(2) The beneficial ownership percentage of Class A common shares is calculated based on 74,279,018 Class A common shares outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below), plus 8,599,211 Class A common shares issuable upon conversion of the Class B common shares beneficially owned by the Reporting Persons (as defined below). The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below). Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by the Reporting Persons represent approximately 11.8% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.
CUSIP No. |
26853A 100 |
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1 |
Name of Reporting Persons | ||||||||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||
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(a) |
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(b) |
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SEC Use Only | ||||||||||
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Source of Funds (See Instructions) | ||||||||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||||||||
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Citizenship or Place of Organization | ||||||||||
Number of |
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Sole Voting Power | |||||||||
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Shared Voting Power | ||||||||||
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Sole Dispositive Power | ||||||||||
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Shared Dispositive Power | ||||||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||||||
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Percent of Class Represented by Amount in Row (11) | ||||||||||
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Type of Reporting Person (See Instructions) | ||||||||||
(1) Consists of (i) 538,764 Class A common shares, including 438,764 Class A common shares represented by 219,382 ADSs (as defined below), and (ii) 8,599,211 Class B common shares that may be deemed to be beneficially owned by the Reporting Persons (as defined below) pursuant to the terms of the Purchase and Voting Agreement (as defined below). See Item 4 of this statement on Schedule 13D for a description of the Purchase and Voting Agreement. Ocean General Partners Limited is the general partner of Ocean Voyage L.P., and Ocean Voyage L.P. is the general partner of Ocean Imagination L.P.
(2) The beneficial ownership percentage of Class A common shares is calculated based on 74,279,018 Class A common shares outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below), plus 8,599,211 Class A common shares issuable upon conversion of the Class B common shares beneficially owned by the Reporting Persons (as defined below). The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below). Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by the Reporting Persons represent approximately 11.8% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.
CUSIP No. |
26853A 100 |
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12 |
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1 |
Name of Reporting Persons | ||||||||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||
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(a) |
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(b) |
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SEC Use Only | ||||||||||
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Source of Funds (See Instructions) | ||||||||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||||||||
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Citizenship or Place of Organization | ||||||||||
Number of |
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Sole Voting Power | |||||||||
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Shared Voting Power | ||||||||||
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Sole Dispositive Power | ||||||||||
10 |
Shared Dispositive Power | ||||||||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||||||
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Percent of Class Represented by Amount in Row (11) | ||||||||||
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Type of Reporting Person (See Instructions) | ||||||||||
(1) Consists of (i) 538,764 Class A common shares, including 438,764 Class A common shares represented by 219,382 ADSs (as defined below), and (ii) 8,599,211 Class B common shares that may be deemed to be beneficially owned by the Reporting Persons (as defined below) pursuant to the terms of the Purchase and Voting Agreement (as defined below). See Item 4 of this statement on Schedule 13D for a description of the Purchase and Voting Agreement. Nanyan Zheng is a director of, and owner of 50% equity interests in, Ocean General Partners Limited. Ocean General Partners Limited is the general partner of Ocean Voyage L.P., and Ocean Voyage L.P. is the general partner of Ocean Imagination L.P.
(2) The beneficial ownership percentage of Class A common shares is calculated based on 74,279,018 Class A common shares outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below), plus 8,599,211 Class A common shares issuable upon conversion of the Class B common shares beneficially owned by the Reporting Persons (as defined below). The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below). Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by the Reporting Persons represent approximately 11.8% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.
CUSIP No. |
26853A 100 |
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1 |
Name of Reporting Persons | ||||||||||
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||
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(a) |
o | |||||||||
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(b) |
o | |||||||||
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SEC Use Only | ||||||||||
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Source of Funds (See Instructions) | ||||||||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||||||||
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Citizenship or Place of Organization | ||||||||||
Number of |
7 |
Sole Voting Power | |||||||||
8 |
Shared Voting Power | ||||||||||
9 |
Sole Dispositive Power | ||||||||||
10 |
Shared Dispositive Power | ||||||||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||||||||
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||||||||
13 |
Percent of Class Represented by Amount in Row (11) | ||||||||||
14 |
Type of Reporting Person (See Instructions) | ||||||||||
(1) Consists of (i) 538,764 Class A common shares, including 438,764 Class A common shares represented by 219,382 ADSs (as defined below), and (ii) 8,599,211 Class B common shares that may be deemed to be beneficially owned by the Reporting Persons (as defined below) pursuant to the terms of the Purchase and Voting Agreement (as defined below). See Item 4 of this statement on Schedule 13D for a description of the Purchase and Voting Agreement. Tianyi Jiang is a director of, and owner of 50% equity interests in, Ocean General Partners Limited. Ocean General Partners Limited is the general partner of Ocean Voyage L.P., and Ocean Voyage L.P. is the general partner of Ocean Imagination L.P.
(2) The beneficial ownership percentage of Class A common shares is calculated based on 74,279,018 Class A common shares outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below), plus 8,599,211 Class A common shares issuable upon conversion of the Class B common shares beneficially owned by the Reporting Persons (as defined below). The beneficial ownership percentage of the total common shares is calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below). Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and Class B common shares beneficially owned by the Reporting Persons represent approximately 11.8% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.
CUSIP No. |
26853A 100 |
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Page |
7 |
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12 |
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Item 1. Security and Issuer.
This statement on Schedule 13D (this Statement) relates to the Class A common shares, par value $0.001 per share, including Class A common shares represented by American depositary shares (ADSs), each representing two Class A common shares, of eHi Car Services Limited (the Issuer), a company incorporated under the laws of the Cayman Islands, whose principal executive offices are located at Unit 12/F, Building No. 5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, Peoples Republic of China.
Item 2. Identity and Background.
(a) This Statement is being jointly filed by Ocean Imagination L.P., an exempted limited partnership registered under the laws of the Cayman Islands (Ocean Imagination), Ocean Voyage L.P., an exempted limited partnership registered under the laws of the Cayman Islands (Ocean Voyage), Ocean General Partners Limited, a company incorporated under the laws of the Cayman Islands (Ocean GP), Mr. Nanyan Zheng, a PRC citizen, with the principal business address at Unit 1903B-05 Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, Hong Kong, and Mr. Tianyi Jiang, a Hong Kong permanent resident, with the principal business address at Unit 1903B-05 Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, Hong Kong. Ocean Imagination, Ocean Voyage, Ocean GP, Mr. Nanyan Zheng and Mr. Tianyi Jiang are collectively referred to as the Reporting Persons. The agreement among the Reporting Persons relating to the joint filing of this Statement is attached hereto as Exhibit 7.01.
The general partner of Ocean Imagination is Ocean Voyage, whose general partner is Ocean GP. Each of Mr. Nanyan Zheng and Mr. Tianyi Jiang is a director of, and owner of 50% equity interests in, Ocean GP.
The name, present principal occupation and citizenship of each of the executive officers and directors of Ocean Imagination, Ocean Voyage and Ocean GP are set forth on Schedule A hereto, and are incorporated herein by reference.
(b) The principal business address of each of the Reporting Persons is Unit 1903B-05 Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, Hong Kong.
(c) Ocean Imagination is an investment holding vehicle and engages in investments in the travel industry in China. Ocean Voyage is the general partner of Ocean Imagination and Ocean GP is the general partner of Ocean Voyage. Each of Mr. Nanyan Zheng and Mr. Tianyi Jiang is a director of, and owner of 50% equity interests in, Ocean GP.
(d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the past five years, none of the Reporting Persons has been 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.
(f) Ocean Imagination is an exempted limited partnership registered under the laws of the Cayman Islands. Ocean Voyage is an exempted limited partnership registered under the laws of the Cayman Islands. Ocean GP is a exempted company incorporated under the laws of the Cayman Islands. Mr. Nanyan Zheng is a PRC citizen. Mr. Tianyi Jiang is a Hong Kong permanent resident.
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26853A 100 |
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Item 3. Source and Amount of Funds or Other Considerations.
Ocean Imagination entered into a Purchase and Voting Agreement with CDH Venture Partners II, L.P. (CDH) on April 4, 2018, a copy of which is attached hereto as Exhibit 7.03 (the Purchase and Voting Agreement). The information disclosed in this Item 3 is qualified in its entirety by reference to Exhibit 7.03, which is incorporated herein by reference in its entirety.
Pursuant to the Purchase and Voting Agreement, it is anticipated that Ocean Imagination will purchase from CDH 100 ordinary shares of CDH Car Rental Service Limited (CDH Car), a British Virgin Islands business company wholly owned by CDH and a direct record holder of 538,764 Class A common shares (including 438,764 Class A common shares represented by 219,382 ADSs) and 8,599,211 Class B common shares of the Issuer, for an aggregate cash consideration of US$66.3 million (subject to adjustment in accordance with the terms of the Purchase and Voting Agreement), which represents the consideration payable for all of the Issuers common shares beneficially owned by CDH at a price of US$14.50 per ADS (subject to adjustment in accordance with the terms of the Purchase and Voting Agreement) (the Purchase). The source of funds for the Purchase will be the Reporting Persons funds available for investment. The descriptions of the Purchase and the Purchase and Voting Agreement set forth in Item 4 are hereby incorporated by reference in their entirety into this Item 3.
Item 4. Purpose of Transaction.
On April 2, 2018, an affiliate of the Reporting Persons, Ocean Link Partners Limited (OLPL), submitted a preliminary, non-binding proposal to the Issuer (the Proposal), pursuant to which OLPL proposed to acquire all of the outstanding common shares of the Issuer (the Common Shares) including Common Shares represented by ADSs) for US$14.50 in cash per ADS or US$7.25 in cash per Common Share (the Proposed Transaction).
On April 4, 2018, Ocean Imagination entered into the Purchase and Voting Agreement with CDH for the purchase of 100 ordinary shares of CDH Car, the direct record holder of 538,764 Class A common shares (including 438,764 Class A common shares represented by 219,382 ADSs) and 8,599,211 Class B common shares of the Issuer. The closing of the transaction contemplated by the Purchase and Voting Agreement (the Closing) is scheduled to occur on or prior to April 26, 2018. The aggregate consideration is approximately US$66.3 million in cash, subject to adjustment in accordance with the terms of the Purchase and Voting Agreement. In addition, pursuant to the Purchase and Voting Agreement, CDH irrevocably agreed to cause CDH Car to, during the pendency of the Closing, vote all of the Common Shares directly held by CDH Car (a) in favor of the Proposed Transaction, (b) against any other transaction, proposal, agreement or action made in opposition to the authorization and approval of the Proposed Transaction, (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 Proposed Transaction or the performance by CDH of its obligations under the Purchase and Voting Agreement, (d) in favor of any adjournment or postponement of the annual or special meeting of the shareholders of the Issuer as may be reasonably requested by OLPL, and (e) in favor of any other matter necessary to effect the Proposed Transaction.
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26853A 100 |
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The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Proposal and the Purchase and Voting Agreement, copies of which are attached hereto as Exhibits 7.02 and 7.03.
If the Proposed Transaction is entered into and consummated, the ADSs will no longer be traded on the New York Stock Exchange and the registration of the ADSs under Section 12 of the Securities Act of 1933, as amended, will be terminated. No assurance can be given that any proposal, any definitive agreement or any transaction relating to the Proposed Transaction will be entered into or consummated. The Proposal provides that a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive agreements, and then only on the terms and conditions provided in such documentation.
The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions discussed in this Item 4. The Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional Common Shares and/or ADSs, dispose of some or all of their Common Shares and/or ADSs, engage in short-selling or hedging or similar transactions with respect to the Common Shares and/or ADSs, and/or continue to hold Common Shares and/or ADSs.
Item 5. Interest in Securities of the Issuer.
(a) (b). The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement are hereby incorporated by reference in this Item 5.
As of the date hereof, each Reporting Person may be deemed under Rule 13d-3 to beneficially own (i) 538,764 Class A common shares (including 438,764 Class A common shares represented by 219,382 ADSs), and (ii) 8,599,211 Class B common shares pursuant to the terms of the Purchase and Voting Agreement described in Item 4 and incorporated herein by reference, which represent approximately 11.0% of the outstanding Class A common shares (based on 74,279,018 Class A common shares outstanding as of October 31, 2017, as set forth in the Issuers proxy statement, furnished under cover of Form 6-K on November 30, 2017 (the Proxy Statement), plus 8,599,211 Class A common shares issuable upon conversion of the Class B common shares beneficially owned by the Reporting Persons). Each Reporting Person may be deemed to beneficially own 6.5% of the total common shares outstanding, which percentages are calculated based on 74,279,018 Class A common shares and 65,638,557 Class B common shares outstanding as of October 31, 2017, as set forth in the Proxy Statement. Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Accordingly, and based on the foregoing, the Class A common shares and the Class B common shares beneficially owned by the Reporting Persons represent approximately 11.8% of the aggregate voting power of the total issued and outstanding common shares of the Issuer.
(c). Except as set forth in Items 3 and 4, to the best knowledge of each of the Reporting Person, none of the Reporting Persons has effected any transactions relating to the Common Shares of the Issuer in the past 60 days.
(d). Not applicable.
(e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in Items 3 and 4 are hereby incorporated by reference in this Item 6.
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Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
The following is filed herewith as an exhibit to this Schedule 13D:
Exhibit 7.01 |
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Joint Filing Agreement by and among the Reporting Persons, dated April 5, 2018 |
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Exhibit 7.02 |
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Proposal from Ocean Link Partners Limited, dated April 2, 2018 |
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Exhibit 7.03 |
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Purchase and Voting Agreement by and between Ocean Imagination L.P. and CDH Venture Partners II, L.P., dated April 4, 2018 |
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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.
Dated: April 5, 2018
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OCEAN IMAGINATION L.P. | |
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a Cayman Islands exempted limited partnership | |
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By: |
Ocean Voyage L.P. |
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its General Partner |
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By: |
Ocean General Partners Limited |
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its General Partner |
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By: |
/s/ Tianyi Jiang |
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Name: |
Tianyi Jiang |
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Title: |
Director |
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OCEAN VOYAGE L.P. | |
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a Cayman Islands exempted limited partnership | |
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By: |
Ocean General Partners Limited |
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its General Partner |
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By: |
/s/ Tianyi Jiang |
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Name: |
Tianyi Jiang |
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Title: |
Director |
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OCEAN GENERAL PARTNERS LIMITED | |
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By: |
/s/ Tianyi Jiang |
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Name: |
Tianyi Jiang |
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Title: |
Director |
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NANYAN ZHENG | |
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By: |
/s/ Nanyan Zheng |
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Name: |
Nanyan Zheng |
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TIANYI JIANG | |
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By: |
/s/ Tianyi Jiang |
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Name: |
Tianyi Jiang |
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SCHEDULE A
Directors and Executive Officers of Ocean Imagination L.P.
The names of the directors and the names and titles of the executive officers of Ocean Imagination L.P. and their principal occupations are set forth below.
Name |
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Present Principal |
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Business Address |
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Citizenship |
Directors: |
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N/A |
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Executive Officers: |
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N/A |
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Directors and Executive Officers of Ocean Voyage L.P.
The names of the directors and the names and titles of the executive officers of Ocean Voyage L.P. and their principal occupations are set forth below.
Name |
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Present Principal |
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Business Address |
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Citizenship |
Directors: |
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N/A |
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Executive Officers: |
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N/A |
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Directors and Executive Officers of Ocean General Partners Limited
The names of the directors and the names and titles of the executive officers of Ocean General Partners Limited and their principal occupations are set forth below.
Name |
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Present Principal |
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Business Address |
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Citizenship |
Directors: |
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Chi Zhang |
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Director |
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Unit 1903B-05 Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, Hong Kong |
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Hong Kong |
Jianzhang Liang |
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Director |
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Unit 1903B-05 Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, Hong Kong |
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Hong Kong |
Nanyan Zheng |
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Management |
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Unit 1903B-05 Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, Hong Kong |
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PRC |
Tianyi Jiang |
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Management |
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Unit 1903B-05 Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, Hong Kong |
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Hong Kong |
Executive Officers: |
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N/A |
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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 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common shares (including the Class A common shares represented by ADSs), par value of $0.001 per share, of eHi Car Services 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.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 5, 2018.
[Signature page to follow]
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OCEAN IMAGINATION L.P. | |
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a Cayman Islands exempted limited partnership | |
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By: |
Ocean Voyage L.P. |
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its General Partner |
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By: |
Ocean General Partners Limited |
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its General Partner |
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By: |
/s/ Tianyi Jiang |
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Name: |
Tianyi Jiang |
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Title: |
Director |
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OCEAN VOYAGE L.P. | |
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a Cayman Islands exempted limited partnership | |
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By: |
Ocean General Partners Limited |
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its General Partner |
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By: |
/s/ Tianyi Jiang |
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Name: |
Tianyi Jiang |
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Title: |
Director |
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OCEAN GENERAL PARTNERS LIMITED | |
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By: |
/s/ Tianyi Jiang |
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Name: |
Tianyi Jiang |
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Title: |
Director |
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NANYAN ZHENG | |
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By: |
/s/ Nanyan Zheng |
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Name: |
Nanyan Zheng |
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TIANYI JIANG | |
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By: |
/s/ Tianyi Jiang |
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Name: |
Tianyi Jiang |
April 2, 2018
The Board of Directors
eHi Car Services Limited
Unit 12/F, Building No. 5
Guosheng Center, 388 Daduhe Road
Shanghai, 200062
Peoples Republic of China
Dear Directors:
Ocean Link Partners Limited, a private equity firm dedicated to investing in travel-related industries in China (together with its affiliates, the Buyer), is pleased to submit this non-binding proposal to acquire all outstanding common shares (the Shares) of eHi Car Services Limited (the Company) in a going-private transaction (the Acquisition). We have been in discussions with certain significant shareholders of the Company and we are confident that we will obtain their support. We also welcome other existing shareholders, including management shareholders, to join our consortium.
Our proposed purchase price for each American depositary share of the Company (ADS, each representing two Shares) is US$14.5 in cash. We believe that our proposal provides an attractive opportunity for the Companys shareholders. Our proposed purchase price represents a 16.5% premium to the closing trading price of the Companys ADS on March 29, 2018, the last trading day prior to the date hereof, and a 18.9% premium to the volume-weighted average closing price of the Companys ADS during the 30 trading days immediately prior to the date of this proposal.
The terms and conditions upon which we are prepared to pursue the Acquisition are set forth below. We are confident in our ability to consummate an Acquisition as outlined in this letter.
1. Purchase Price. The consideration payable for each ADS will be US$14.5 in cash, or US$7.25 in cash per Share.
2. Financing. We intend to finance the Acquisition with a combination of debt and equity capital. Equity financing will be provided from the Buyer in the form of cash and certain rollover equity capital in the Company. We are confident that we can timely secure adequate financing to consummate the Acquisition.
3. Due Diligence. We believe that we will be in a position to complete customary due diligence for the Acquisition in a timely manner and in parallel with discussions on the Definitive Agreements. We would like to ask the board of directors of the Company (the Board) to accommodate such due diligence request and approve the provision of confidential information relating to the Company and its business to possible sources of debt and equity financing subject to a customary form of confidentiality agreement.
4. Definitive Agreements. We are prepared to promptly negotiate and finalize the definitive agreements (the Definitive Agreements) providing for the Acquisition and related transactions. This proposal is subject to execution of the Definitive Agreements. We expect that the Definitive Agreements will contain representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.
5. Process. We believe that the Acquisition will provide superior value to the Companys shareholders. We recognize that the Board will evaluate the Acquisition independently before it can make its determination to endorse it.
6. No Binding Commitment. This proposal does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.
In closing, we would like to express our commitment to bringing this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us.
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Sincerely, | |
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Ocean Link Partners Limited | |
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By: |
/s/ Tony Tianyi Jiang |
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Name: |
Tony Tianyi Jiang |
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Title: |
Director |
PURCHASE AND VOTING AGREEMENT
This Purchase and Voting Agreement (this Agreement) is made as of April 4, 2018 between Ocean Imagination L.P. (Ocean) and CDH Venture Partners II, L.P. (CDH). Each of Ocean and CDH is referred to herein as a Party, and collectively, the Parties.
WHEREAS, on April 2, 2018, Ocean, through its management company Ocean Link Partners Limited, submitted a non-binding proposal to the board of directors of eHi Car Services Limited (the Target), an exempted company with limited liability incorporated under the laws of the Cayman Islands and listed on the New York Stock Exchange (NYSE) in connection with an acquisition transaction, pursuant to which the Target would be delisted from NYSE and deregistered under the United States Securities Exchange Act of 1934, as amended (the Transaction);
WHEREAS, as of the date hereof, CDH is the beneficial owner (as defined under Rule 13d-3 of the Exchange Act) of 538,764 Class A common shares, par value US$0.001 per share, of the Target, including 438,764 Class A common shares in the form of 219,382 ADSs (Class A Shares), and 8,599,211 Class B Common Shares, par value US$0.001 per share, of the Target (Class B Shares and, together with Class A Shares, collectively as Securities beneficially owned by CDH); and
WHEREAS, the Parties agree that Ocean intends to acquire the beneficial ownership of CDH over the Securities, through acquisition of CDH Car Rental Service Limited, a British Virgin Islands business company wholly owned by CDH (CDH Car) that is the direct record owner of the Securities; and as valid and sufficient consideration to which, CDH agrees to vote, or cause CDH Car to vote the Securities (for so long as CDH and CDH Car continue to beneficially own the Securities) in favor of the Transaction, in each case upon the terms and conditions set forth herein.
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
PURCHASE OF SECURITIES
Section 1.1 Purchase of Securities. Subject to Section 1.2, at Closing, CDH shall sell to Ocean, and Ocean shall purchase, 100 ordinary shares of CDH Car, representing 100% equity interest in CDH Car (the Subject Shares), free and clear of all liens and encumbrances, for an aggregate cash consideration of US$66,250,318.75 (the Purchase Price). The Parties agree that the Purchase Price represents the consideration payable for all of the Securities beneficially and indirectly owned by CDH at a purchase price of US$14.5 per American depositary share of the Target. Provided, however, that should a higher price be subsequently offered by Ocean to any holder of the outstanding common shares of the Target in connection with the Transaction, the Purchase Price shall be retroactively adjusted to reflect the difference between the higher price per American depositary share paid by Ocean and US$14.5, and Ocean shall be obligated to pay the difference in cash within three (3) business days of Oceans payment of such higher price to any other holder.
Section 1.2 Closing. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the Closing) shall take place within fifteen (15) Hong Kong business days after the date of this Agreement via the exchange of documents and signatures; provided that the Closing may be earlier than such 15th Hong Kong business day if within three (3) business days of a date and time as Ocean and CDH may mutually agree upon in writing.
(a) At Closing, CDH shall deliver or cause to be delivered to Ocean:
(i) duly issued share certificates of the Subject Shares representing 100% of the equity interest of CDH Car registered in the name of Ocean;
(ii) a duly certified copy of the register of members of CDH Car, evidencing the ownership by Ocean of the Subject Shares, representing 100% of the equity interest of CDH Car; and
(iii) an officer certificate from a duly authorized signatory of CDH, certifying that the transfer restrictions set forth under Section 2.2 hereof have been duly complied with.
(b) At Closing, Ocean shall deliver or cause to be delivered to CDH, such Purchase Price payable to CDH by wire transfer in immediately available funds to a bank account designated by CDH in writing no later than three (3) business days prior to Closing.
Section 1.3 Indemnity. Ocean shall be responsible for compliance with all applicable disclosure, reporting and filing requirements of the U.S. Securities and Exchange Commission (SEC requirements) applicable to itself, CDH, CDH Car and the Target with respect to this Transaction and shall indemnify, defend and hold harmless CDH from and against all damages, expenses, losses, costs, claims, proceedings and liabilities resulting from or arising out of any failure to comply with the SEC Requirements.
ARTICLE II
VOTING
Section 2.1 Voting. From and after the date hereof until Closing, CDH hereby irrevocably and unconditionally agrees that at the shareholders meeting of the Target, however called, at which any of the matters described in paragraphs (a) (d) hereof is to be considered (and any adjournment or postponement thereof), CDH shall, and shall cause CDH Car to (i) appear at such meeting or otherwise cause its representative(s) to 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 (ii) vote or cause to be voted (including by proxy, if applicable) all of such Securities:
(a) in favor of the Transaction participated in or led by Ocean;
(b) against any other transaction, proposal, agreement or action made in opposition to the authorization and approval of the Transaction participated in or led by Ocean;
(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 Transaction participated in or led by Ocean, or this Agreement or the performance by CDH its obligations under this Agreement;
(d) in favor of any adjournment or postponement of the annual or special meeting of the shareholders of the Target, however called, at which any of the matters described in paragraphs (a) through (c) of this Section 2.1 is to be considered (and any adjournment or postponement thereof) as may be reasonably requested by Ocean; and
(e) in favor of any other matter necessary to effect the Transaction participated in or led by Ocean.
Section 2.2 Restrictions on Transfers. Except as provided for in this Agreement, CDH agrees that, from the date hereof until Closing, it shall not, and shall cause CDH Car not to, directly or indirectly, offer for sale, 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 or any interest therein, 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. Any purported Transfer in violation of this Section 2.2 shall be null and void.
ARTICLE III
MISCELLANEOUS
Section 3.1 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transaction is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transaction be consummated as originally contemplated to the fullest extent possible.
Section 3.2 Specific Performance. Each Party acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and therefore agrees that in the event of any breach by a Party hereto of any of his or its respective covenants or agreements set forth in this Agreement, the non-breaching parties shall each be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement by any Party, in addition to any other remedy at law or equity. Each Party waives (i) any defenses in any action for an injunction or other appropriate form of specific performance or equitable relief, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining an injunction or other appropriate form of specific performance or equitable relief. 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 a party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by a Party.
Section 3.3 Governing Law. This Agreement (other than Section 3.4) 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 that would cause the application of the Laws of any jurisdiction other than the State of New York.
Section 3.4 Dispute Resolution. Any disputes or controversy arising out of or in connection with this Agreement shall be submitted solely and exclusively to arbitration in Hong Kong in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this provision. The place of arbitration shall be in Hong Kong at the Hong Kong International Arbitration Centre (HKIAC). There shall be three arbitrators. The language of the arbitration shall be English. Each Party shall each be entitled to, and shall, appoint one arbitrator each within twenty one days of the notice of arbitration, failing which the appointment shall be made by the Chairman of HKIAC. The third arbitrator shall be appointed by the other two arbitrators within fifteen Business Days of the appointment of the second arbitrator, failing which the appointment shall be made by the Chairman of HKIAC. Each arbitrator shall be a member of the New York Bar Association. Nothing in this Section 3.4 shall prevent any Party at any time seeking any interim or interlocutory relief in aid of any arbitration or in connection with enforcement proceedings. Any award of the arbitral tribunal shall be final and binding on the parties. The parties agree to be bound by any award and to act accordingly without delay. The arbitral award may be enforced in any court of competent jurisdiction. For the purpose of this Section 3.4, Business Day means a day on which banks are open for ordinary banking business in Hong Kong (other than a Saturday, Sunday or a public holiday or a day on which a tropical cyclone warning No. 8 or above or a black rainstorm warning signal is hoisted or remains hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.). The law of this Section 3.4 shall be Hong Kong law.
Section 3.5 Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other Party. 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.
[Remainder of Page Left Blank Intentionally]
IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
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OCEAN IMAGINATION L.P. | |
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By: |
/s/ Tony Tianyi Jiang |
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Name: |
Tony Tianyi Jiang |
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Title: |
Director, Ocean General Partners Limited |
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General Partner of Ocean Voyage L.P. General Partner of Ocean Imagination L.P. |
IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
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CDH VENTURE PARTNERS II, L.P. | |
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By: |
/s/ William Hsu |
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Name: |
William Hsu |
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Title: |
Director, CDH Venture GP II Company Limited |
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General Partner of CDH Venture Partners II, L.P. |