Form 6-K China Lodging Group, For: Apr 19

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April, 2018

 

Commission File Number: 001-34656

 

China Lodging Group, Limited
(Translation of registrant’s name into English)

 

No. 2266 Hongqiao Road
Changning District
Shanghai 200336
People’s Republic of China
(86) 21 6195-2011
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):___

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7):___

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		China Lodging Group, Limited
		(Registrant)
Date: April 20, 2018	By:	/s/ Min (Jenny) Zhang
	Name:	Min (Jenny) Zhang
	Title:	Chief Executive Officer

 

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit Number		Description
Exhibit 99.1		China Lodging Group, Limited to Hold 2018 Annual General Meeting on May 21, 2018
Exhibit 99.2		Notice of Annual General Meeting
Exhibit 99.3		Form of Proxy for Annual General Meeting
Exhibit 99.4		China Lodging Group, Limited Announces ADS Ratio Change

 

 

 

 

 

EXHIBIT 99.1

China Lodging Group, Limited to Hold 2018 Annual General Meeting on May 21, 2018

SHANGHAI, China, April 19, 2018 (GLOBE NEWSWIRE) -- China Lodging Group, Limited (NASDAQ: HTHT) (the "Company"), a leading and fast-growing multi-brand hotel group in China, today announced that it will hold its 2018 annual general meeting of shareholders at No. 2266, Hongqiao Road, Changning District, Shanghai, People’s Republic of China on May 21, 2018 at 2:00 p.m., local time, for the following purposes:

• to change the name of the Company from “China Lodging Group, Limited” to “Huazhu Group Limited";
• to ratify the appointment of Ms. Xiaofan Wang as a director of the Company;
• to extend the term of the Company’s Amended and Restated 2009 Share Incentive Plan (the “2009 Plan”) for another ten (10) years and amend the relevant provisions of the 2009 Plan;
• to appoint Deloitte Touche Tohmatsu Certified Public Accountants LLP. as auditor of the Company and to authorize the directors of the Company to determine the remuneration of the auditor;
• to authorize each of the directors or officer of the Company or Conyers Trust Company (Cayman) Limited to take any and all action that might be necessary to effect the foregoing resolutions as such director, in his or her absolute discretion, thinks fit; and
• to receive and consider the audited financial statements and the report of the auditors for the year ended December 31, 2017, and the report of directors.

Holders of record of ordinary shares of the Company at the close of business on April 20, 2018 are entitled to notice of, and to vote at, the annual general meeting or any adjournment or postponement thereof. Holders of the Company's American depositary shares ("ADSs") who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company's ADS program, Citibank, N.A.

The notice of the annual general meeting, which sets forth the resolutions to be submitted to shareholder approval at the meeting, is available on the Investor Relations section of the Company's website at http://ir.huazhu.com.

About China Lodging Group, Limited

China Lodging Group, Limited is a leading hotel operator and franchisor in China. As of March 31, 2018, the Company had 3,817 hotels or 384,959 rooms in operation. With a primary focus on economy and midscale hotel segments, China Lodging Group's brands include Hi Inn, HanTing Hotel, Elan Hotel, HanTing Premium Hotel, JI Hotel, Starway Hotel, Joya Hotel, VUE Hotel, Crystal Orange Hotel, Orange Hotel Select, Orange Hotel and Manxin Hotel. The Company also has the rights as master franchisee for Mercure, Ibis and Ibis Styles, and co-development rights for Grand Mercure and Novotel, in Pan-China region.

The Company's business includes leased and owned, manachised and franchised models. Under the lease and ownership model, the Company directly operates hotels typically located on leased or owned properties. Under the manachise model, the Company manages manachised hotels through the on-site hotel managers it appoints and collects fees from franchisees. Under the franchise model, the Company provides training, reservation and support services to the franchised hotels and collects fees from franchisees but does not appoint on-site hotel managers. The Company applies a consistent standard and platform across all of its hotels. As of March 31, 2018, China Lodging Group operates 22 percent of its hotel rooms under lease and ownership model, 78 percent under manachise and franchise models.

For more information, please visit the Company's website: http://ir.huazhu.com.

Contact Information

Investor Relations
Tel: 86 (21) 6195 9561
Email: [email protected]
http://ir.huazhu.com 

EXHIBIT 99.2

 

 

CHINA LODGING GROUP, LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: HTHT)

 

 

NOTICE OF ANNUAL GENERAL MEETING
to Be Held on May 21, 2018
(or any adjourned meeting thereof)

 

 

NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of China Lodging Group, Limited (the “Company”) will be held at No. 2266 Hongqiao Road, Changning District, Shanghai, People’s Republic of China on May 21, 2018 at 2:00 p.m., local time, and at any adjourned meeting thereof, for the following purposes:

 

To consider and, if thought fit, pass the following resolutions:

 

SPECIAL RESOLUTION:

 

1.

RESOLVED AS A SPECIAL RESOLUTION THAT subject to the approval of the Registrar of Companies in the Cayman Islands, the change of name of the Company from “China Lodging Group, Limited” to “Huazhu Group Limited” be and is hereby approved;

 

ORDINARY RESOLUTIONS:

 

2.

RESOLVED AS AN ORDINARY RESOLUTION THAT the appointment of Ms. Xiaofan Wang as a director of the Company be and is hereby ratified, confirmed and approved;

 

3.

RESOLVED AS AN ORDINARY RESOLUTION THAT(i) the Amended and Restated 2009 Share Incentive Plan of the Company be and is hereby extended for a further term of ten (10) years from the tenth anniversary of the effective date thereof, and (ii) to give effect to the above extension, the Amended and Restated 2009 Share Incentive Plan of the Company be and is hereby amended by (a) deleting in its entirety the first sentence of Section 13 of the Amended and Restated 2009 Share Incentive Plan of the Company, and replacing it with the following new sentence “No Award shall be granted under this 2009 Plan after the twentieth (20th) anniversary of the effective date as determined in Section 12 hereof”; and (b) subject to the passing of the special resolution for the change of name of the Company above, all references in the Amended and Restated 2009 Share Incentive Plan of the Company to “China Lodging Group, Limited” be deleted and replaced with references to “Huazhu Group Limited”;

 

4.

RESOLVED AS AN ORDINARY RESOLUTION THAT the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP. as auditor of the Company at a fee to be agreed by the Board be and is hereby approved and confirmed, and where necessary ratified;

 

5.

RESOLVED AS AN ORDINARY RESOLUTION THAT each director or officer of the Company or Conyers Trust Company (Cayman) Limited be and is hereby authorized to take any and every action, including making all such filings with the Registrar of Companies in the Cayman Islands, that might be necessary, appropriate or desirable to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.”

 

The shareholders will also receive and consider the Company’s annual report on Form 20-F for the year ended December 31, 2017 (the “2017 Annual Report”) containing the complete audited financial statements and the report of the auditors for the year ended December 31, 2017, and the report of directors, at the AGM.

 

 

The Board of Directors of the Company has fixed the close of business on April 20, 2018 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned meeting thereof.

 

For a copy of the Company’s 2017 Annual Report, containing the complete audited financial statements and report of the auditors for the year ended December 31, 2017, and the report of the directors, please visit the Investor Relations Section of the Company’s website at http://ir.huazhu.com/. We will provide all holders of our ordinary shares, upon request, a hard copy of our 2017 Annual Report free of charge.

 

Please refer to the proxy form, which is attached to and made a part of this notice. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Citibank, N.A., the depositary of the Company’s ADS program.

 

Holders of record of the Company’s ordinary shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.

 

 

	By Order of the Board of Directors,
	/s/ Qi Ji
	Qi Ji
	Executive Chairman

 

Shanghai, April 19, 2018

 

 

 

 

 

 

 

 

 

2

 

EXHIBIT 99.3

 

 

CHINA LODGING GROUP, LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: HTHT)

 

 

Form of Proxy for Annual General Meeting
to Be Held on May 21, 2018
(or any adjourned meeting thereof)

 

Introduction

 

This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of China Lodging Group, Limited, a Cayman Islands exempted company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares, par value US$0.0001 per share, of the Company (the “Ordinary Shares”) to be exercised at the Annual General Meeting of the Company (the “AGM”) to be held at No. 2266, Hongqiao Road, Changning District, Shanghai, People’s Republic of China on May 21, 2018 at 2:00 p.m. (local time), and at any adjourned meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”).

 

Only the holders of record of the Ordinary Shares at the close of business on April 20, 2018 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matter requiring shareholders’ vote at the AGM, each Ordinary Share is entitled to one vote. The quorum of the AGM is one shareholder holding no less than an aggregate of one-third of all voting share capital of the Company in issue present in person or by proxy and entitled to vote at the AGM. This Form of Proxy and the accompanying AGM Notice will be first mailed to the shareholders of the Company on or about April 25, 2018.

 

The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered office at the offices of Cricket Square, Hutchins Drive, P.O. box 2681, Grand Cayman, KY1-1111, Cayman Islands, with a copy delivered to its offices at No. 2266, Hongqiao Road, Changning District, Shanghai 200336, People's Republic of China, or (ii) by voting in person at the AGM.

 

To be valid, this Form of Proxy must be completed, signed and returned to the Company’s offices (to the attention of: WU Nengjiao) at No. 2266, Hongqiao Road, Changning District, Shanghai 200336, People's Republic of China as soon as possible so that it is received by the Company no later than 48 hours before the time of the AGM.

 

 

CHINA LODGING GROUP, LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: HTHT)

 

 

Form of Proxy for Annual General Meeting
to Be Held at No. 2266, Hongqiao Road, Changning District, Shanghai, People’s Republic of China on May 21, 2018 at 14:00 p.m. (local time) (the “Annual General Meeting”)
(or any adjourned meeting thereof)

 

I/We      of                                , being the registered holder of                   ordinary shares ¹, par value US$0.0001 per share, of China Lodging Group, Limited (the “Company”), hereby appoint the Chairman of the Annual General Meeting ² or                                          of                                                               as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned meeting thereof) of the Company, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit ³.

No.		RESOLUTIONS		FOR 3		AGAINST 3		ABSTAIN 3
1.		The resolution as set out in the Notice of Annual General Meeting regarding the change of name of the Company from “China Lodging Group, Limited” to “Huazhu Group Limited”.
2.		The resolution as set out in the Notice of Annual General Meeting regarding the appointment of Ms. Xiaofan Wang as a director of the Company.
3.		The resolution as set out in the Notice of Annual General Meeting regarding the extension of the Amended and Restated 2009 Share Incentive Plan of the Company for a further term of ten (10) years and amendment of the relevant provisions of the Amended and Restated 2009 Share Incentive Plan.
4.		The resolution as set out in the Notice of Annual General Meeting regarding the appointment of Deloitte Touche Tohmatsu CPA Ltd as auditor of the Company.
5.		The resolution as set out in the Notice of Annual General Meeting regarding the general authorization to each director or officer of the Company.

 

 *please refer to the Notice of Annual General Meeting for full text of the resolutions.

 

 

Dated                     , 2018

Signature(s) 4

 

1

Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

 

 

2		If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.
3		IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”.
4		This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same.

 

 

 

 

 

 

EXHIBIT 99.4

China Lodging Group, Limited Announces ADS Ratio Change

SHANGHAI, China, April 20, 2018 (GLOBE NEWSWIRE) -- China Lodging Group, Limited (NASDAQ: HTHT) (“China Lodging Group” or the “Company”), a leading and fast-growing multi-brand hotel group in China, today announced that it will change its American depositary share (the “ADS”) to its ordinary share (the “Ordinary Share”) ratio from one (1) ADS representing four (4) Ordinary Shares to one (1) ADS representing one (1) Ordinary Share. The Company anticipates that the change in the ADS ratio will be effective on May 25, 2018 (the “Effective Date”).

Holders of the Company’s ADSs as of the close of business in New York on May 21, 2018 should expect to receive three (3) additional ADSs for each ADS held. The effect on the ADS price will take place on May 25, 2018.

For the Company’s ADS holders, this ratio change will have the same effect as a four-for-one ADS split. No action is required by the Company’s ADS holders to effect the ratio change. There will be no change to the Company’s underlying Ordinary Shares.

About China Lodging Group, Limited

China Lodging Group, Limited is a leading hotel operator and franchisor in China. As of March 31, 2018, the Company had 3,817 hotels or 384,959 rooms in operation. With a primary focus on economy and midscale hotel segments, China Lodging Group’s brands include Hi Inn, HanTing Hotel, Elan Hotel, HanTing Premium Hotel, JI Hotel, Starway Hotel, Joya Hotel, Crystal Orange Hotel, Orange Hotel Select, Orange Hotel and Manxin Hotel. The Company also has the rights as master franchisee for Mercure, Ibis and Ibis Styles, and co-development rights for Grand Mercure and Novotel, in Pan-China region.

The Company's business includes leased and owned, manachised and franchised models. Under the lease and ownership model, the Company directly operates hotels typically located on leased or owned properties. Under the manachise model, the Company manages manachised hotels through the on-site hotel managers it appoints and collects fees from franchisees. Under the franchise model, the Company provides training, reservation and support services to the franchised hotels and collects fees from franchisees but does not appoint on-site hotel managers. The Company applies a consistent standard and platform across all of its hotels. As of March 31, 2018, China Lodging Group operates 22 percent of its hotel rooms under lease and ownership model, 78 percent under manachise and franchise models.

For more information, please visit the Company’s website: http://ir.huazhu.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: The information in this release contains forward-looking statements which involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, which may be identified by terminology such as “may,” “should,” “will,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “forecast,” “project,” or “continue,” the negative of such terms or other comparable terminology. Readers should not rely on forward-looking statements as predictions of future events or results. Any or all of the Company's forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions, risks and uncertainties and other factors which could cause actual events or results to be materially different from those expressed or implied in the forward-looking statements. In evaluating these statements, readers should consider various factors, including the anticipated growth strategies of the Company, the future results of operations and financial condition of the Company, the economic conditions of China, the regulatory environment in China, the Company's ability to attract customers and leverage its brands, trends and competition in the lodging industry, the expected growth of the lodging market in China and other factors and risks outlined in the Company's filings with the Securities and Exchange Commission, including its annual report on Form 20-F and other filings. These factors may cause the Company's actual results to differ materially from any forward-looking statement. In addition, new factors emerge from time to time and it is not possible for the Company to predict all factors that may cause actual results to differ materially from those contained in any forward-looking statements. Any projections in this release are based on limited information currently available to the Company, which is subject to change. This release also contains statements or projections that are based upon information available to the public, as well as other information from sources which the Company believes to be reliable, but it is not guaranteed by the Company to be accurate, nor does the Company purport it to be complete. The Company disclaims any obligation to publicly update any forward-looking statements to reflect events or circumstances after the date of this document, except as required by applicable law.

Contact Information

Investor Relations

Tel: 86 (21) 6195 9561

Email: [email protected]

http://ir.huazhu.com

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