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Home Inns & Hotels Management Inc · F-1 · On 10/4/06 · EX-4.5

Filed On 10/4/06 3:40pm ET · SEC File 333-137800 · Accession Number 1193125-6-202672

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

10/04/06  Home Inns & Hotels Management Inc F-1                   27:800                                    RR Donnelley/FA

Registration Statement of a Foreign Private Issuer · Form F-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-1         Registration Statement of a Foreign Private Issuer  HTML  2,188K 
 2: EX-3.1      Memorandum and Articles of Association of the       HTML    241K 
                          Registrant                                             
 3: EX-4.2      Registrant's Specimen Certificate for Ordinary      HTML     15K 
                          Shares                                                 
 4: EX-4.4      Share Purchase Agreement, Dated November 24, 2003   HTML    459K 
 5: EX-4.5      Share Subscription Agreement, Dated May 24, 2004    HTML    258K 
 6: EX-4.6      Share Subscription Agreement, Dated September 15,   HTML    117K 
                          2004                                                   
 7: EX-4.7      Share Purchase Agreement, Dated January 24, 2005    HTML    673K 
 8: EX-4.8      Shareholders Agreement, Dated June 29, 2006         HTML    184K 
 9: EX-4.9      Subscription Agreement, Dated July 4, 2006          HTML     69K 
10: EX-4.10     Acting-In-Concert Agreement, Dated July 6, 2006     HTML     22K 
11: EX-4.11     Financing Transaction Agreement, Dated June 2005    HTML     26K 
12: EX-5.1      Opinion of Maples and Calder                        HTML     29K 
13: EX-10.1     Employees' Stock Option Plan                        HTML     81K 
14: EX-10.2     Form of Indemnification Agreement                   HTML     45K 
15: EX-10.3     Employment Agreement Between the Registrant and     HTML     27K 
                          David Jian Sun                                         
16: EX-10.4     Employment Agreement Between the Registrant and     HTML     27K 
                          Rixin Liang                                            
17: EX-10.5     Employment Agreement Between the Registrant and     HTML     24K 
                          May Y. Wu                                              
18: EX-10.6     2006 Share Incentive Plan                           HTML     82K 
19: EX-21.1     Subsidiaries of the Registrant                      HTML      9K 
20: EX-23.1     Consent of Pricewaterhousecoopers Zhong Tian Cpas   HTML     10K 
                          Limited Company                                        
21: EX-23.2     Consent of Maples and Calder                        HTML     12K 
22: EX-23.4     Consent of Commerce and Finance Law Offices         HTML     11K 
23: EX-23.5     Consent of Terry Yongmin Hu                         HTML      9K 
24: EX-23.6     Consent of Kenneth Gaw                              HTML      9K 
25: EX-23.7     Consent of American Appraisal China Limited         HTML     10K 
26: EX-99.1     Code of Business Conduct and Ethics of the          HTML     43K 
                          Registrant                                             
27: EX-99.2     Opinion of Commerce & Finance Law Offices           HTML     16K 
                          Concerning Certain Prc Law Matters

EX-4.5 · Share Subscription Agreement, Dated May 24, 2004

This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]

Share Subscription Agreement, dated May 24, 2004

Exhibit 4.5

SHARE SUBSCRIPTION AGREEMENT

concerning

13,219,140 Ordinary Shares in

HOME INNS AND HOTELS MANAGEMENT

(HONG KONG) LIMITED

Boughton Peterson Yang Anderson

4009 Gloucester Tower, The Landmark

11 Pedder Street, Central

Hong Kong

Tel: 2877 3088

Fax: 2525 1099

Our Ref.: 801800-4

INDEX


CLAUSE		PAGE
PARTIES		1

WHEREAS		1

1.	INTERPRETATION	1

2.	AGREEMENT TO SUBSCRIBE AND CONDITION PRECEDENT	4

3.	COMPLETION	4

4.	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE COMPANY	6

5.	REPRESENTATIONS AND WARRANTIES BY THE SUBSCRIBER	6

6.	REPRESENTATIONS AND WARRANTIES BY BOTH PARTIES	7

7.	SEVERABILITY	8

8.	ENTIRE AGREEMENT	8

9.	TIME OF ESSENCE, REMEDIES AND WAIVERS	8

10.	PUBLIC ANNOUNCEMENTS	8

11.	ASSIGNMENT AND COUNTERPARTS	9

12.	NOTICES AND OTHER COMMUNICATION	9

13.	FURTHER ASSURANCE	10

14.	COSTS AND EXPENSES	10

15.	GOVERNING LAW AND JURISDICTION	10


SCHEDULE 1		PARTICULARS OF THE COMPANY

SCHEDULE 2		FORM OF APPLICATION FOR SHARES

SCHEDULE 3		REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE COMPANY

EXHIBIT A		DEED OF RELEASE AND WAIVER

EXHIBIT B		SUPPLEMENTAL AGREEMENT

ANNEX 1		AUDITED ACCOUNTS

THIS AGREEMENT is made on the 24^th day of May 2004

BETWEEN

(1)	POLY VICTORY INVESTMENTS LIMITED, a company incorporated in the British Virgin Islands with its registered office at Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands (the *“Subscriber”*); and

(2)	HOME INNS AND HOTELS MANAGEMENT (HONG KONG) LIMITED, a company incorporated in Hong Kong with its registered office at Room 2001, 20^th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong (the *“Company”*).

WHEREAS

(A)

The Company is a company incorporated in Hong Kong with limited liability. As at the date of this Agreement, the Company has an authorised capital of HK$1,000,000.00 divided into 180,340,955 Ordinary Shares of HK$0.005 par value each; 17,241,400 Series A Preference Shares of HK$0.005 par value each and 2,417,645 Series B Preference Shares of HK$0.005 par value each. Particulars of the Company as at the date hereof are set out in Part A of Schedule 1.

(B)

The Subscriber has agreed to subscribe for 13,219,140 Ordinary Shares of the Company (the “Subscription Shares”), and the Company has agreed to the allotment and issue of the Subscription Shares to the Subscriber upon and subject to the terms and conditions hereof. Particulars of the Company immediately after the subscription of the Subscription Shares are set out in Part B of Schedule 1.

NOW IT IS HEREBY AGREED as follows:-

1.	INTERPRETATION

1.1	In this Agreement, including the Recitals and the Schedules, the following expressions shall, except where the context otherwise requires, have the following meanings:


*“Audited Accounts”*		The audited accounts of the Company comprising its balance sheet as at 31 December 2002 and its profit and loss account for the year ended 31 December 2002, a copy of which is annexed hereto as Annex 1;

*“Business Day”*		a day, excluding Saturdays, on which banks in Hong Kong are open for business throughout their normal business hours;

*“Company’s* Warranties”		the representations and warranties as set out in Clause 4 of this Agreement and in Schedule 3;

*“Completion”*		completion of the subscription, allotment and issuance of the Subscription Shares in accordance with the provisions in Clause 3;


*“Completion Date”*		24 May 2004 or such other date as may be agreed by the parties in writing;

*“Confidential* Information”		has the meaning specified in Clause 10.1

*“Deed of Release and* Waiver”		the Deed of Release and Waiver attached hereto as Exhibit B to be entered into between the Company, the holders of the Preference Shares and the Subscriber;

*“Disclosing Party”*		has the meaning specified in Clause 10.2

*“HK$”*		Hong Kong dollars, the lawful currency of Hong Kong;

*“Hong Kong”*		The Hong Kong Special Administrative Region of the PRC;

*“Management* Accounts”		The unaudited management accounts of the Company comprising its balance sheet as at the Management Account Date and its profit and loss account for the period commencing from 1^st January 2003 and ending on the Management Account Date;

*“Management Account* Date”		29^th February 2004;

*“Memorandum and* Articles”		the memorandum and articles of association of the Company as amended from time to time;

*“Non-Disclosing Party”*		Has the meaning specified in Clause 8.2

*“Ordinary Shares”*		the ordinary shares of par value HK$0.005 each in the capital of the Company;

*“PRC”*		the People’s Republic of China;

*“Preference Shares”*		the Series A Preference Shares and the Series B Preference Shares;

*“Series A Conversion* Price”		has the meaning specified in the Memorandum and Articles;

*“Series B Conversion* Price”		has the meaning specified in the Memorandum and Articles;

*“Series A Preference* Shares”		the series A preference shares of par value of HK$0.005 each in the capital of the Company;

*“Series B Preference* Shares”		the series B preference shares of par value of HK$0.005 each in the capital of the Company;


*“Share Purchase* Agreement”		the Series B Preference Shares Purchase Agreement dated 24^th November 2003 between the Company and Asiastar IT Fund L.P. and IDG Technology Venture Investment LP;

*“Shareholders”*		the shareholders of the Company;

*“Shareholders* Agreement”		The Shareholders Agreement dated 1^st December 2003 entered into between the Company and the Shareholders;

*“Subscription Price”*		HK$1.57, being the subscription price for each of the Subscription Shares;

*“Subscription Shares”*		13,219,140 Ordinary Shares of the Company to be issued and allotted to the Subscriber pursuant to the terms and conditions of this Agreement;

*“Subscriber’s* Warranties”		the representations and warranties as set out in Clause 5 of this Agreement;

*“Supplemental* Agreement”		the Supplemental Agreement attached hereto as Exhibit A to be entered into between the Company, the Shareholders and the Subscriber; and

*“Total Subscription* Price”		HK$20,754,050, being the total Subscription Price for all Subscription Shares.

1.2	In this Agreement:

(a)

references to Recitals, Clauses, Sub-clauses, Schedules and Exhibits are to the clauses and sub-clauses of, and the recitals, schedules and exhibits to, this Agreement;

(b)

references to any statutory provision or any rule or regulation (whether or not having the force of law) shall be construed as references to the same as amended, varied, modified, consolidated or re-enacted from time to time and to any subordinate legislation made under such statutory provision;

(c)

references to parties are to parties of this Agreement;

(d)

words importing the singular include the plural and vice versa, words importing one gender include every gender, and references to persons include bodies corporate and unincorporated; and

(e)

headings are for ease of reference only and shall not affect the interpretation of this Agreement.

1.3	The Recitals, the Schedules and the Exhibits form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Recitals, the Schedules and the Exhibits.

2.	AGREEMENT TO SUBSCRIBE

2.1

On and subject to the terms of this Agreement, the Subscriber shall subscribe for the Subscription Shares in cash at the Subscription Price, totalling Twenty Million Seven Hundred and Fifty Four Thousand and Fifty Dollars Hong Kong Currency (HK$20,754,050), and the Company shall validly allot and issue the Subscription Shares to the Subscriber on Completion, which shall be issued and allotted as fully paid and shall rank pari passu in all respects with the existing Ordinary Shares in issue as at the Completion Date with the rights and obligations as set out in the Memorandum and Articles.

2.2	The Total Subscription Price for the Subscription Shares shall be paid by the Subscriber in full at Completion in the manner as set out in Clause 3.

2.3	The Company shall on or before completion obtain the written agreement of the shareholders holding Preference Shares to waive their respective rights to an adjustment to the Series A Conversion Price or Series B Conversion Price as specified in Clause 16(f)(iv) of the Memorandum and Articles.

3.	COMPLETION

3.1

Completion shall take place on the Completion Date at office of Boughton Peterson Yang Anderson of 4009 Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong or at such other place and time as the Company and the Subscriber may agree in writing when all of the following matters shall be transacted:

(a)

The Subscriber shall deliver to the Company a letter applying for the Subscription Shares at the Subscription Price signed by the Subscriber substantially in the form of Schedule 2;

(b)

The Subscriber shall execute and deliver to the Company the Deed of Release and Waiver and the Supplemental Agreement;

(c)

The Subscriber shall pay the Total Subscription Price for the Subscription Shares to the Company in accordance with the provisions herein by depositing the Total Subscription Price in immediately available funds to the bank account designated by the Company or by banker’s draft on or prior to the Completion Date;

(d)

Subject to the Subscriber having paid the Total Subscription Price, the Company shall:

(i)

allot and issue to the Subscriber, as fully paid, the Subscription Shares free from all charges, liens, encumbrances, equities or other third party rights, claims or interests, and shall procure the registration of the Subscriber as holder of the Subscription Shares in the register of members of the Company; and

(ii)

deliver to the Subscriber share certificate(s) issued in the name of the Subscriber for the Subscription Shares.

(e)

The Company shall deliver to the Subscriber:

(i)

a copy of the board resolutions of the Company approving and authorising the execution and performance of this Agreement, the allotment and issue of the Subscription Shares to the Subscriber in accordance with the terms of this Agreement and the delivery of share certificate(s) of the Subscription Shares to the Subscriber;

(ii)

a copy of the resolutions of the shareholders of the Company approving the subscription of the Subscription Shares and the appointment of LIANG Jian Zhang, MEI Yun Xin and YANG Jian Min as directors of the Company and the holders of the Preference Shares waiving their right to adjust the conversion price in respect of the issue of the Subscription Shares;

(iii)

the Supplemental Agreement duly executed by the Company and all the Shareholders;

(iv)

the Deed of Release and Waiver duly executed by the Company and by the Shareholders holding Preference Shares; and

(v)

indemnification agreement in favour of MEI Yun Xin and YANG Jian Min, the nominee directors of the Subscriber in the form set out in the Shareholders Agreement.

(f)

The Subscriber shall deliver to the Company a certified true copy of its board resolutions for the approval and authorisation of the execution and performance of this Agreement, the Supplemental Agreement and the Deed of Release and Waiver.

3.2	The Company shall not be obliged to complete this Agreement unless the Subscriber shall have fully complied with all of its requirements in Clause 3.1(a), (b), (c) and (f).

3.3

In the event that Completion has not taken place on the Completion Date (or at such later date as may be agreed in writing by the Company and the Subscriber) as a result of the sole default on the part of the Subscriber, the Company shall by written notice to the Subscriber terminate this Agreement provided that any right or obligation of any party against or towards any of the other parties accrued or arising under this Agreement prior to or as a result of such termination shall survive such termination.

4.	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE COMPANY

4.1	In consideration of the Subscriber entering into this Agreement, the Company hereby agrees to provide the warranties, covenants, and undertakings as hereinafter stated.

4.2

Notwithstanding any investigations or enquiries by or on behalf of the Subscriber and notwithstanding anything which is or which ought to be within the knowledge of the Subscriber, the Company represents, warrants and undertakes to the Subscriber (to the intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) in the terms set out in Schedule 3 and acknowledges that the Subscriber in entering into this Agreement is relying on such representations, warranties and undertakings.

4.3

The Company undertakes with the Subscriber to ensure that the Company’s Warranties will not be breached and will at all times be true, complete and accurate in all material respects on the basis that they were deemed to be repeated at any time up to and including Completion and on the basis that a reference to such time is substituted for any express or implied reference to the date of this Agreement and the Company’s Warranties shall be deemed to be given by the Company at such time as well as at the time of this Agreement accordingly.

4.4	The Company shall forthwith notify the Subscriber upon becoming aware of any event which may cause any of the Company’s Warranties to be incorrect, misleading or breached in a material respect or which may have any material adverse effect on the assets or liabilities of the Company.

4.5	The rights conferred upon the Subscriber by the provisions of this Clause 4 are additional to and do not prejudice any other rights the Subscriber may have, and failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights.

4.6	Each of the Company’s Warranties shall be construed as a separate warranty and shall not be limited or restricted by reference to or inference from the terms of any other of the Company’s Warranties.

4.7	The exceptions as set fourth in the Schedule of Exceptions in the Share Purchase Agreement shall be exceptions to the Company’s Warranties as if the same is repeated herein.

4.8	The Subscriber shall not be entitled to any remedy or compensation in respect of the breach of any of the Company’s Warranties which should have been revealed, known or discovered by proper due diligence review or investigation made by or on behalf or the Subscriber into the affairs of the Company.

5.	REPESENTATIONS AND WARRANTIES BY THE SUBSCRIBER

5.1	The Subscriber hereby represents and warrants to the Company that:

(a)

The Subscriber is a corporation duly incorporated, validly existing and in good standing under the laws of British Virgin Islands and has legal capacity to execute, deliver and perform this Agreement, the Supplemental Agreement and the Deed of Release and Waiver;

(b)

The Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement, the Supplemental Agreement, the Deed of Release and Waiver and to carry out its provisions. All action on its part required for the lawful execution and delivery of this Agreement, the Supplemental Agreement and the Deed of Release and Waiver has been or will be effectively taken prior to Completion. Upon execution and delivery, this Agreement, the Supplemental Agreement and the Deed of Release and Waiver will be a valid and binding obligation of the Subscriber, enforceable in accordance with their respective terms;

(c)

In subscribing for the Subscription Shares, the Subscriber will not be in breach of any applicable laws, including those relating to money laundering or proceeds of crime in any applicable jurisdiction;

(d)

In formulating a decision to invest in the Company and evaluating the suitability of an investment in the Subscription Shares, the Subscriber has not relied or acted on the basis of any representations or other information (whether oral or written) purported to be given on behalf of the Company except as set forth herein;

(e)

The Subscription Shares being subscribed by it are being acquired for its own account for the purpose of investment and not for speculation; and

(f)

The representations, warranties, agreements, understandings and acknowledgments made by the Subscriber in this Agreement shall survive the subscription of the Subscription Shares by the Subscriber.

5.2	Each of the Subscriber’s Warranties is without prejudice to any other of the Subscriber’s Warranties and no provision contained in this Agreement shall govern or limit the extent or application of any other of the Subscriber’s Warranties.

6.	REPRESENTATIONS AND WARRANTIES BY BOTH PARTIES

6.1

Each party (a) represents and warrants to the other parties hereto that it has retained no finder or broker in connection with the transactions contemplated by this Agreement, and (b) hereby agrees to indemnify and to hold harmless the other parties hereto from and against any liability for any commission or compensation in the nature of a finder’s fee of any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the indemnifying party or any of its employees or representatives are responsible.

6.2	The Company shall not be liable for any breach of the Company’s Warranties:

(a)

to the extent it arises as a result of legislation which comes into force after the Completion Date and which is retrospective in effect; or

(b)

which, being a liability in respect of taxation, arises by reason of an increase in the rates of taxation made after the Completion Date with retrospective effect.

7.	SEVERABILITY

7.1	If at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any way be affected or impaired.

8.	ENTIRE AGREEMENT

8.1

This Agreement constitutes the entire agreement and understanding between the parties in connection with the subject matter of this Agreement and supersedes all previous term sheets, proposals, representations, warranties, agreements or undertakings relating thereto whether oral, written or otherwise and no party has relied or is entitled to rely on any such term sheets, proposals, representations, warranties, agreements or undertakings.

9.	TIME OF ESSENCE, REMEDIES AND WAIVERS

9.1	Time shall be of the essence of this Agreement.

9.2	No delay or omission by any party in exercising any right, power or remedy provided by law or under this Agreement shall affect that right, power or remedy, or operate as a waiver of it.

9.3	The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

9.4	The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

10.

PUBLIC ANNOUNCEMENTS

10.1

This Agreement, the Deed of Release and Waiver, the Supplemental Agreement and the other agreements and contracts executed disclosed incidental to this Agreement, including their existence, and the identity, details and particulars of the other shareholders of the Company (collectively, the “Confidential Information”), shall be considered confidential information and shall not be disclosed by any party hereto to any person not being a party hereto except with the prior written consent of the other party or otherwise in accordance with the provisions of this Clause 10.

10.2

In the event that any party becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to disclose the existence of the Confidential Information or any part thereof in contravention of the provisions of this Clause 10, such party (the “Disclosing Party”) shall provide the other parties (the “Non-Disclosing Party”) with prompt written notice of that fact so that the appropriate party may seek (with the co-operation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedies. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information to the extent reasonably requested by any Non-Disclosing Party.

10.3	Nothing in this Clause 10 shall apply to any part of the Confidential Information which comes into the public domain for any reason except the failure of any party to comply with this Clause 10.

10.4	The provisions of this Clause 10 shall be in addition to, and not in substitution for, the provisions of any separate non-disclosure agreement executed by any of the parties hereto with respect to the transactions contemplated hereby.

10.5	Nothing in this Clause 10 shall prevent the parties from disclosing the Confidential Information to its professional advisors for the purpose of obtaining or seeking professional advise or services provided that such advisors shall observe the duty of confidentiality herein.

11.

ASSIGNMENT AND COUNTERPARTS

11.1	This Agreement shall be binding on and enure to the benefit of the parties hereto and their respective successors.

11.2	No party hereto may assign or transfer any of its rights or obligations under this Agreement.

11.3	This Agreement may be entered into by any party by executing a counterpart hereof. All such counterparts when taken together shall constitute one and the same instrument and this Agreement shall only take effect upon the execution by each of the parties hereto.

12.

NOTICES AND OTHER COMMUNICATION

12.1

Any notice or other communication to be given under this Agreement shall be in writing and may be sent by post or delivered by hand or given by facsimile or by courier to the address or fax number from time to time designated, the initial address and fax number so designated by each party are set out in Clause 12.2 10.2 against their respective names. Any such notice or communication shall be sent to the party to whom it is addressed and must contain sufficient reference and/or particulars to render it readily identifiable with the subject matter of this Agreement. If so delivered by hand or given by facsimile such notice or communication shall be deemed received on the date of despatch and if so sent by post or delivered by courier, shall be deemed received three (3) Business Days after the date of despatch (in the case of local mail or delivery by courier) and five (5) Business Days after the date of despatch (in the case of overseas mail).


12.2 Subscriber:		Poly Victory Investments Limited
		Room 3406, Bank of America Tower,
		12 Gloucester Road,
		Central, Hong Kong.
		Fax Number : (852) 2891-3110
		Attn.: Ricky Leung

Company:		Home Inns & Hotels Management (Hong Kong) Limited
		Room 2001, 20^th Floor,
		The Centrium, 60 Wyndham Street,
		Central,
		Hong Kong
		Fax Number: (852) 2169 0919
		Attn.: Neil Shen

13.

FURTHER ASSURANCE

13.1

Each of the parties shall at its own costs, from time to time on request, do or procure the doing of all acts and/or execute or procure the execution of all documents in a form satisfactory to the other parties which the other parties may reasonably request for giving full effect to this Agreement and securing to the other parties the full benefit of the rights, powers and remedies conferred upon the other parties in this Agreement.

14.

COSTS AND EXPENSES

14.1	Each party shall bear its own costs and expenses (including legal expenses) in respect of the negotiation, preparation, execution and carrying into effect of this Agreement, the Deed of Release and Waiver and other agreements and contracts incidental to this Agreement.

15.

GOVERNING LAW AND JURISDICTION

15.1	This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and the parties agree to submit to the non-exclusive jurisdiction of the Hong Kong courts in respect of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS whereof the parties executed this Agreement the day and year first above written.

SUBSCRIBER Poly Victory Investments Limited


SIGNED by		)
Print name	:	) /s/
		)
In the presence of:-	:	)

Witness’ signature	:

Witness’ name	:

Witness’ address	:

Witness’ occupation	:


SIGNED by		)
Print Name		)
		) /s/
for and on behalf of		)
HOME INNS & MANAGEMENTS		)
(HONG KONG) LIMITED		)
in the presence of:-		)


Witness’ signature		:

Witness’ name		:

Witness’ address		:

Witness’ occupation		:

SCHEDULE 1

PART A

PARTICULARS OF THE COMPANY

(as at the date hereof)


1. Registered Office	:	Room 2001, 20^th Floor,

		The Centrium, 60 Wyndham Street,
		Central, Hong Kong.

2. Date of Incorporation	:	28 May 2001

3. Company Number	:	758133

4. Place of Incorporation	:	Hong Kong

5. Directors	:	(1) SHEN Nan Peng
		(2) JI Qi
		(3) ZHANG Su Yang
		(4) LIN Eric Ku-Chun
		(5) SZE Jerry

6. Authorized Share Capital	:	HK$1,000,000.00 consisting of 180,340,955 Ordinary Shares of HK$0.005 par value each; 17,241,400 Series A Preference Shares of HK$0.005 par value each and 2,417,645 Series B Preference Shares of HK$0.005 par value each

7. Issued Share Capital at the date hereof is held as follows:


Name of Shareholders	No. of Ordinary Shares	No. of Series A Preference Shares	No. of Series B Preference Shares
Shen Nan Peng	600,000
Chen Hui	200,000
Ji Qi	800,000
Liang Rixin	400,000
Top Sterling International Limited	9,000,000
Asiastar IT Fund L.P.		10,775,800	1,511,028
IDG Technology Venture Investments L.P.		6,465,600	906,617
Total	11,000,000	17,241,400	2,417,645

PART B

PARTICULARS OF THE COMPANY

(after the subscription)


1. Registered Office	:	Room 2001, 20^th Floor,
		The Centrium, 60 Wyndham Street,
		Central, Hong Kong.

2. Date of Incorporation	:	28 May 2001

3. Company Number	:	758133

4. Place of Incorporation	:	Hong Kong

5. Directors	:	(1) SHEN Nan Peng
		(2) JI Qi
		(3) ZHANG Su Yang
		(4) LIN Eric Ku-Chun
		(5) SZE Jerry
		(6) MEI YUN XIN
		(7) YANG JIAN MIN
		(8) LIANG JIAN ZHANG

6. Authorized Share Capital	:	HK$1,000,000.00 consisting of 180,340,955 Ordinary Shares of HK$0.005 par value each; 17,241,400 Series A Preference Shares of HK$0.005 par value each and 2,417,645 Series B Preference Shares of HK$0.005 par value each
7. Issued Share Capital after the subscription heein is held as follows:


Name of Shareholders	No. of Ordinary Shares	No. of Series A Preference Shares	No. of Series B Preference Shares
Shen Nan Peng	600,000
Chen Hui	200,000
Ji Qi	800,000
Liang Rixin	400,000
Top Sterling International Limited	9,000,000
Poly Victory Investments Ltd.	13,219,140
Asiastar IT Fund L.P.		10,775,800	1,511,028
IDG Technology Venture Investments L.P.		6,465,600	906,617
Total	24,219,140	17,241,400	2,417,645

SCHEDULE 2

FORM OF APPLICATION FOR SHARES

To	: Home Inns and Hotels Management (Hong Kong) Limited

From	: Poly Victory Investments Limited

Date

: [ ]

Dear Sirs,

Application for shares

We hereby apply for the allotment and issue of 13,219,140 ordinary shares (the “Subscription Shares”) of Home Inns and Hotels Management (Hong Kong) Limited (the “Company”) at the subscription price of HK$1.57 each.

We agree to take the above Subscription Shares subject to the Memorandum and Articles of Association of your Company and we authorise you to enter our name and the following particulars in the register of members of the Company as holder of the above Subscription Shares:

Address:

Yours faithfully,

For and on behalf of

POLY VICTORY INVESTMENTS LIMITED

Authorised signatory

EXHIBIT A

SUPPLEMENTAL AGREEMENT

This Supplemental Agreement (the “Supplemental Agreement”) is made as of 2004, by and among Home Inns & Hotels Management (Hong Kong) Limited, a Hong Kong company (the “Company”), with its registered office at Room 2001, 20th Floor, The Centrium, 60 Wyndham Street, Central Hong Kong and the entities and individuals set forth on Exhibit A hereto (collectively, the “Shareholders”, and each individually, a “Shareholder”).

R E C I T A L S

The Company and the Shareholders (with the exception of the Subscriber as hereinafter defined) entered into a shareholders agreement dated the 1^st day of December, 2003 (the “December Agreement”) for the purposes of regulating their relationship with each other and certain aspects of the affairs of and their dealings with the Company.

Poly Victory Investments Limited, a company incorporated in the British Virgin Islands with its registered office at Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands (the “Subscriber”) entered into a Share Subscription Agreement on the day of , 2004 to subscribe for 13,219,140 ordinary shares in the Company (the “Subscription Agreement”).

C.	The Company and the Shareholders have agreed and it is a condition to the closing of the transactions contemplated by the Subscription Agreement, the Company and the Shareholders enter into this Supplemental Agreement on the terms and conditions hereinafter set out.

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth and contained (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

1.	INTERPRETATION

1.1

The headings in this Supplemental Agreement are inserted for convenience only and shall not affect its construction. Reference in this Supplemental Agreement to Clauses and Schedule are to clauses and schedules of this Supplemental Agreement. Unless the context otherwise requires, in this Supplemental Agreement the singular shall include the plural and vice versa, words importing a gender include every gender and references to persons include bodies corporate or unincorporated.

1.2	Unless otherwise stipulated herein, words and expressions defined in the December Agreement shall have the same meanings in this Supplemental Agreement.

2.	BOARD OF DIRECTORS

2.1	The Shareholders agree that they shall vote such shares as may be held by each of them for the election of the following individuals to the Board of Directors (if not already elected):

(a)

two (2) individuals nominated by Top Sterling International Limited, who initially shall be SHEN Nan Peng and LIANG Jian Zhang;

(b)

two (2) individuals nominated by AsiaStar IT Fund L.P., who initially shall be Eric Ku Chun Lin and Jerry Sze; and

(c)

one (1) individual nominated by IDG Technology Venture Investments, LP, who initially shall be Su Yang Zhang;

(d)

two (2) individuals nominated by the Subscriber, who initially shall be MEI Yun Xin and YANG Jian Min; and

(e)

one (1) individual appointed as the chief executive officer of the Company, who initially shall be Qi Ji.

2.2	Each Shareholder shall vote or cause to be voted the s

Home Inns & Hotels Management Inc · F-1 · On 10/4/06 · EX-4.5

Filed On 10/4/06 3:40pm ET · SEC File 333-137800 · Accession Number 1193125-6-202672

Registration Statement of a Foreign Private Issuer · Form F-1Filing Table of Contents

EX-4.5 · Share Subscription Agreement, Dated May 24, 2004

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Registration Statement of a Foreign Private Issuer · Form F-1
Filing Table of Contents