SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

 

Under the Securities Exchange Act of 1934

China Lodging Group, Limited

(Name of Issuer)

Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

G21182 103

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

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

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

SCHEDULE 13G

CUSIP No. G21182 103

 

 

1

Names of Reporting Persons

     Qi Ji

 

2

Check the Appropriate Box if a Member of a Group

(a)o
(b)
o

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization

     Singapore

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

     107,473,461

6

Shared Voting Power

     0

7

Sole Dispositive Power

     74,692,849

8

Shared Dispositive Power

    0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

     107,473,461

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  

o

 

11

Percent of Class Represented by Amount in Row 9

     43.4%

 

12

Type of Reporting Person

     IN

 

2



 

SCHEDULE 13G

CUSIP No. G21182 103

 

 

1

Names of Reporting Persons

     Winner Crown Holdings Limited

 

2

Check the Appropriate Box if a Member of a Group

(a)o
(b)
o

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization

     British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

     74,167,849

6

Shared Voting Power

     0

7

Sole Dispositive Power

     74,167,849

8

Shared Dispositive Power

     0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

     74,167,849

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  

o

 

11

Percent of Class Represented by Amount in Row 9

     30.1%

 

12

Type of Reporting Person

     CO

 

3



 

SCHEDULE 13G

CUSIP No. G21182 103

 

 

1

Names of Reporting Persons

     Sherman Holdings Limited

 

2

Check the Appropriate Box if a Member of a Group

(a)o
(b)
o

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization

     Commonwealth of the Bahamas

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

     74,167,849

6

Shared Voting Power

     0

7

Sole Dispositive Power

     74,167,849

8

Shared Dispositive Power

     0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

     74,167,849

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  

o

 

11

Percent of Class Represented by Amount in Row 9

     30.1%

 

12

Type of Reporting Person

     CO

 

4



 

SCHEDULE 13G

CUSIP No. G21182 103

 

 

1

Names of Reporting Persons

     Credit Suisse Trust Limited, as Trustee of the Ji Family Trust

 

2

Check the Appropriate Box if a Member of a Group

(a)o
(b)
o

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization

     Singapore

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

     74,167,849

6

Shared Voting Power

     0

7

Sole Dispositive Power

     74,167,849

8

Shared Dispositive Power

     0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

     74,167,849

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  

o

 

11

Percent of Class Represented by Amount in Row 9

     30.1%

 

12

Type of Reporting Person

     CO

 

5



 

SCHEDULE 13G

CUSIP No. G21182 103

 

 

1

Names of Reporting Persons

     Tongtong Zhao

 

2

Check the Appropriate Box if a Member of a Group

(a)o
(b)
o

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization

     Canada

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

     100,000

6

Shared Voting Power

     0

7

Sole Dispositive Power

     32,880,612

8

Shared Dispositive Power

     0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

     32,880,612

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  

o

 

11

Percent of Class Represented by Amount in Row 9

     13.3%

 

12

Type of Reporting Person

     IN

 

6



 

SCHEDULE 13G

CUSIP No. G21182 103

 

 

1

Names of Reporting Persons

     East Leader International Limited

 

2

Check the Appropriate Box if a Member of a Group

(a)o
(b)
o

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization

     British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

     0

6

Shared Voting Power

     0

7

Sole Dispositive Power

     32,780,612

8

Shared Dispositive Power

     0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

     32,780,612

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  

o

 

11

Percent of Class Represented by Amount in Row 9

     13.2%

 

12

Type of Reporting Person

     CO

 

7



 

SCHEDULE 13G

CUSIP No. G21182 103

 

 

1

Names of Reporting Persons

     Perfect Will Holdings Limited

 

2

Check the Appropriate Box if a Member of a Group

(a)o
(b)
o

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization

     British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

     0

6

Shared Voting Power

     0

7

Sole Dispositive Power

     32,780,612

8

Shared Dispositive Power

     0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

     32,780,612

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  

o

 

11

Percent of Class Represented by Amount in Row 9

     13.2%

 

12

Type of Reporting Person

     CO

 

8



 

Item 1(a)

Name of Issuer
China Lodging Group, Limited

Item 1(b)

Address of Issuer’s Principal Executive Offices
No. 2266 Hongqiao Road, Changning District

Shanghai 200336, People’s Republic of China

 

Item 2(a)

Name of Person Filing

 

I:

II:

III:

IV

V:

VI:

VII:

Qi Ji

Winner Crown Holdings Limited

Sherman Holdings Limited

Credit Suisse Trust Limited, as Trustee of the Ji Family Trust

Tongtong Zhao

East Leader International Limited

Perfect Will Holdings Limited

Item 2(b)

Address of Principal Business Office

 

 

I:

The family address for Qi Ji is:

 

72 Bayshore Road #24-15

Costa Del Sol, Singapore 469988

 

 

II:

The principal business office for Winner Crown Holdings Limited is:

 

No. 2266 Hongqiao Road, Changning District

Shanghai 200336, People’s Republic of China

 

 

III:

The principal business office for Sherman Holdings Limited is:

 

The Bahamas Financial Centre

Shirley & Charlotte Streets

P.O. Box N-3023

Nassau

Bahamas

 

 

IV:

The principal business office for Credit Suisse Trust Limited is:

 

1 Raffles Link, #05-02

Singapore 039393

 

 

V:

The home address for Tongtong Zhao is:

 

No. 9 Lane 699 Cuibai Road

Shanghai 201206, People’s Republic of China

 

 

VI:

The principal business office for East Leader International Limited is:

 

Room 22 C, Building 5, 118 Long Zi Yun Road

Shanghai 200051, People’s Republic of China

 

 

VII:

The principal business office for Perfect Will Holdings Limited is:

 

c/o Sarasin Trust Company (Singapore) Limited

77 Robinson Road, #31-00

Singapore 068896

Item 2(c)

Citizenship
See Item 4 of each cover page.

Item 2(d)

Title of Class of Securities
Ordinary Shares, par value US$0.0001 per share.

Item 2(e)

CUSIP Number
G21182 103

 

9



 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:

 

(a)

o

A Broker or dealer registered under section 15 of the Act;

 

(b)

o

A Bank as defined in section 3(a)(6) of the Act;

 

(c)

o

An Insurance company as defined in section 3(a)(19) of the Act;

 

(d)

o

An Investment company registered under section 8 of the Investment Company Act of 1940;

 

(e)

o

An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

 

(j)

o

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

(k)

o

A Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

Not applicable.

 

10



 

Item 4

Ownership

 

The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this statement is provided as of April 20, 2013.  The percentage amounts are based on 247,757,897 ordinary shares outstanding as of April 20, 2013 as reported in the Issuer’s annual report Form 20-F for the fiscal year ended December 31, 2012 filed on April 23, 2013.

 

 

Amount beneficially owned:

 

I:             Qi Ji beneficially owns 107,473,461 ordinary shares, including (i) 74,167,849 ordinary shares held of record by Winner Crown Holdings Limited (“Winner Crown”), of which Qi Ji is the sole beneficial owner, (ii) 125,000 restricted ordinary shares, (iii) 400,000 vested options, (iv) 15,000,000 ordinary shares held of record by East Leader International Limited (“East Leader”), over which Qi Ji has voting power pursuant to a power of attorney dated February 25, 2010, and (v) 4,000,000 restricted ADSs representing 16,000,000 ordinary shares, 5,153 ADSs representing 20,612 ordinary shares and 1,760,000 ordinary shares held by East Leader, over which Qi Ji has voting power pursuant to a power of attorney dated February 12, 2014.

 

II.            Winner Crown owns of record 74,167,849 ordinary shares.

 

III:          Sherman Holdings Limited owns all of the equity interests in Winner Crown and is wholly owned by Credit Suisse Trust Limited, as Trustee of the Ji Family Trust (“CS Trustee”).

 

IV:          CS Trustee owns all the equity interests in Winner Crown. It acts as trustee of the Ji Family Trust of which Qi Ji and his family members are the beneficiaries. CS Trustee disclaims beneficial ownership of the ordinary shares. The filing of this Schedule 13G should not be deemed an admission that CS Trustee is the beneficial owner of such ordinary shares for any purpose.

 

V:            Tongtong Zhao beneficially owns 32,880,612 ordinary shares, including 100,000 vested options.

 

VI:          East Leader owns of record 32,780,612 ordinary shares, including: (i) 15,000,000 ordinary shares, over which Qi Ji has voting power pursuant to a power of attorney dated February 25, 2010, and (ii) 4,000,000 restricted ADSs representing 16,000,000 ordinary shares, 5,153 ADSs representing 20,612 ordinary shares and 1,760,000 ordinary shares held by East Leader, over which Qi Ji has voting power pursuant to a power of attorney dated February 12, 2014.        

 

VII:        Perfect Will Holdings Limited owns all of the equity interest in East Leader and is wholly owned by Asia Square Holdings Ltd., as nominee for Sarasin Trust Company (Singapore) Limited (“Sarasin Trust”). Sarasin Trust acts as trustee of the Tanya Trust of which Tongtong Zhao, a co-founder and independent director of the Issuer, and her family members are the beneficiaries.

 

(b)

Percent of class:   

See Item 11 of each cover page.

 

(c)

Number of shares as to which such person has:

 

 

 

(i):

Sole power to vote or to direct the vote:   

See Item 5 of each cover page.

 

 

(ii)

Share power to vote or to direct the vote:    

See Item 6 of each cover page.

 

 

(iii)

Sole power to dispose or direct the disposition:

See Item 7 of each cover page.

 

 

(iv)

Shared power to dispose or direct the disposition:

See Item 8 of each cover page.

 

11



 

Item 5

Ownership of Five Percent or Less of a Class

 

Not applicable

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable

 

Item 8

Identification and Classification of Members of the Group

 

Not applicable

 

Item 9

Notice of Dissolution of Group

 

Not applicable

 

12



 

Item 10

Certifications

 

Not applicable

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 13, 2014

 

 

 

QI JI

 

 

 

 

By:

/s/ Qi Ji

 

 

Name: Qi Ji

 

 

 

 

 

WINNER CROWN HOLDINGS LIMITED

 

 

 

 

By:

/s/ Qi Ji

 

 

Name: Qi Ji

 

 

Title: Sole Director

 

 

 

 

 

SHERMAN HOLDINGS LIMITED

 

 

 

 

By:

/s/ Jesmin Low /s/ Dominik Birri

 

 

Authorized Signatories, for and on behalf of Bukit Merah Limited as Corporate Director of Sherman Holdings Limited

 

 

 

 

 

CREDIT SUISSE TRUST LIMITED

 

 

 

 

By:

/s/ Jesmin Low /s/ Dominik Birri

 

 

Authorized Signatories of Credit Suisse Trust Limited as Trustee of The JI Family Trust

 

 

 

 

 

TONGTONG ZHAO

 

 

 

 

By:

/s/ Qi Ji

 

 

Name: Qi Ji

 

 

Title: Attorney-in-Fact

 

 

 

 

 

EAST LEADER INTERNATIONAL LIMITED

 

 

 

 

By:

/s/ Qi Ji

 

 

Name: Qi Ji

 

 

Title: Attorney-in-Fact

 

 

 

 

 

PERFECT WILL HOLDINGS LIMITED

 

 

 

 

By:

/s/ Qi Ji

 

 

Name: Qi Ji

 

 

Title: Attorney-in-Fact

 

13



 

EXHIBITS

 

1.                                      Joint Filing Agreement, dated February 13, 2014, among Qi Ji, Winner Crown Holdings Limited, Sherman Holdings Limited, Credit Suisse Trust Limited, Tongtong Zhao, East Leader International Limited and Perfect Will Holdings Limited

 

14



 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares of China Lodging Group, Limited and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 13, 2014.

 

 

 

QI JI

 

 

 

 

By:

/s/ Qi Ji

 

 

Name: Qi Ji

 

 

 

 

 

WINNER CROWN HOLDINGS LIMITED

 

 

 

 

By:

/s/ Qi Ji

 

 

Name: Qi Ji

 

 

Title: Sole Director

 

 

 

 

 

SHERMAN HOLDINGS LIMITED

 

 

 

 

By:

/s/ Jesmin Low /s/ Dominik Birri

 

 

Authorized Signatories, for and on behalf of Bukit Merah Limited as Corporate Director of Sherman Holdings Limited

 

 

 

 

 

CREDIT SUISSE TRUST LIMITED

 

 

 

 

By:

/s/ Jesmin Low /s/ Dominik Birri

 

 

Authorized Signatories of Credit Suisse Trust Limited as Trustee of The JI Family Trust

 

 

 

 

 

TONGTONG ZHAO

 

 

 

 

By:

/s/ Qi Ji

 

 

Name: Qi Ji

 

 

Title: Attorney-in-Fact

 

 

 

 

 

EAST LEADER INTERNATIONAL LIMITED

 

 

 

 

By:

/s/ Qi Ji

 

 

Name: Qi Ji

 

 

Title: Attorney-in-Fact

 

 

 

 

 

PERFECT WILL HOLDINGS LIMITED

 

 

 

 

By:

/s/ Qi Ji

 

 

Name: Qi Ji

 

 

Title: Attorney-in-Fact

 

15