华住酒店集团美股招股说明书(2017-10-30版)

424B5 1 a2233635z424b5.htm 424B5 Use these links to rapidly review the documentTABLE OF CONTENTS TABLE OF CONTENTSTable of Contents Filed Pursuant to Rule 424(b)(5)Registration No. 333-221129 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered(1) Amount to beRegistered ProposedMaximumOfferingPrice per ADS Proposed MaximumAggregate Offering Price Amount ofRegistration Fee(2) Ordinary shares, par value US$0.0001 per share 10,425,112 US$127.97 US$333,525,395.66 US$41,523.91 (1)American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6. Each American depositary share represents four ordinary shares. (2)Calculated in accordance with Rules 457(c) of Regulation C under the Securities Act of 1933, as amended. Table of Contents PROSPECTUS SUPPLEMENT(To Prospectus dated October 26, 2017) China Lodging Group, Limited This is an offering of up to an aggregate of 2,606,278 American depositary shares ("ADSs") (each representing as of the date hereof four ordinary shares of China Lodging Group, Limited, par value US$0.0001 per ordinary share), which we will loan to Deutsche Bank AG, London Branch, or the "ADS Borrower," as borrower, pursuant to an ADS lending agreement, which we refer to in this prospectus supplement as the "ADS Lending Agreement." In this prospectus supplement, we also refer to the ADSs borrowed under the ADS Lending Agreement as the "Borrowed ADSs" and to the ADS loan transaction as the "Registered ADS Borrow Facility". The ADS Borrower is an affiliate of Deutsche Bank Securities Inc., or the "ADS Underwriter," which is acting as the underwriter in this offering. We believe that under United States generally accepted accounting principles, or U.S. GAAP, the Borrowed ADSs will not be considered outstanding for the purpose of computing and reporting our earnings per ADS. We will not receive any proceeds from the sale of the Borrowed ADSs in this offering, but we will receive from the ADS Borrower or its affiliate a nominal lending fee of US$0.0004 per Borrowed ADS. The ADS Borrower will receive all the proceeds from the sale of the Borrowed ADSs. The Registered ADS Borrow Facility is designed to facilitate short sales and/or privately negotiated derivative transactions by which some investors in our convertible senior notes due 2022, which are being offered in a concurrent offering in accordance with Rule 144A under the Securities Act of 1933, as amended, or the "Securities Act", to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and outside the United States to non-U.S. persons in reliance on Regulation S of the Securities Act, and which are referred to in this prospectus supplement as the "convertible senior notes," may hedge their investments in the convertible senior notes. 261,000 Borrowed ADSs (the "Initial Borrowed ADSs") will initially be offered at US$130.18 per ADS. Additional ADSs offered hereby may be offered on a delayed basis in transactions that may include block sales, sales on the NASDAQ Global Select Market, sales in the over-the-counter market, sales pursuant to negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices. The ADS Borrower expects that, over the same period when the ADS Underwriter sells such additional ADSs, the ADS Borrower, or its affiliates or agents, may, in its discretion, purchase a comparable number of ADSs in the open market. See "Description of the Registered ADS Borrow Facility and Concurrent Offering of Convertible Senior Notes" and "Underwriting." Our ADSs are listed on The NASDAQ Global Select Market under the symbol "HTHT." The last reported sale price of our ADSs on The NASDAQ Global Select Market on October 26, 2017 was US$130.18 per ADS. The offering of the Initial Borrowed ADSs hereby is contingent upon the closing of the convertible senior notes offering, and the convertible senior notes offering is contingent upon the offering of the Initial Borrowed ADSs hereunder. If the concurrent offering of convertible senior notes pursuant to Rule 144A and Regulation S is not consummated, the ADS loan under the ADS Lending Agreement will terminate, and this offering will terminate and all the Borrowed ADSs (or ADSs fungible with the Borrowed ADSs) must be returned to us. Investing in the ADSs involves risk. See "Risk Factors" beginning on page S-20 of this prospectus supplement for a discussion of certain risks that you should consider in connection with an investment in the ADSs. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the issuance of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.Deutsche Ban