The percentage of outstanding ordinary shares of the Company which may be deemed to be
beneficially owned by each of Accor and AAPC is set forth on Line 13 of their respective cover sheets. Such percentage was calculated based on based on 294,316,146 ordinary shares (including ordinary shares represented by ADSs) disclosed as
outstanding as of March 31, 2019 by the Companys annual report on Form 20-F for the fiscal year ended December 31, 2018 filed on April 19, 2019 (the Annual Report).
Accor and AAPC (the Reporting Persons) and Qi Ji may be deemed a group for purposes of
Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder. According to the Annual Report, Qi Ji beneficially owns 100,334,185 ordinary shares. If the Reporting Persons and Qi Ji
are deemed a group, then such group would beneficially own 115,877,352 ordinary shares, which would represent 39.4% of the Companys outstanding ordinary shares (based on 294,316,146 ordinary shares outstanding as of
March 31, 2019 as reported in the Annual Report). The Reporting Persons disclaim that they are part of a group with Qi Ji and disclaim the 100,334,185 ordinary shares reported as beneficially owned by Qi Ji.
Item 6.
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Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
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Item 6 is hereby amended and supplemented by adding the following:
Stock Purchase Agreement
On
December 4, 2019, AAPC Hong Kong Limited (the Shareholder), a shareholder of the Company, entered into a Stock Purchase Agreement with Gaoling Fund, L.P (the Purchaser) whereby the Purchaser agreed to
purchase 14,332,376 ordinary shares from the Shareholder in a private sale for an aggregate purchase price of $451,469,844, or $31.50 per share (the Private Sale). The Private Sale is expected to close on December 9, 2019, or
such later date as may be mutually agreed to by the Shareholder and the Purchaser. The shares sold in the Private Sale were offered and sold in reliance upon an exemption from registration under Regulation S promulgated under the Securities Act of
1933, as amended.
The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of
the Stock Purchase Agreement, which is filed as Exhibit A hereto and incorporated herein by reference.
Arrangement Regarding Voting and ROFR
On December 4, 2019, the Shareholder, Qi Ji and the Company agreed that (i) the Company shall cause to be appointed, and
(ii) Qi Ji will vote and take all necessary corporate actions to vote in favor of appointing, the appointee nominated by the Shareholder to the Companys board of directors, for so long as the Shareholder and its affiliates own ordinary
shares and ADSs representing in the aggregate at least 5% of the outstanding share capital of the Company, all subject to certain termination events described in the Deed of Voting and ROFR, dated as of January 25, 2016 (the Deed of
Voting and ROFR), between the Shareholder, the Company, Qi Ji, Winner Crown Holdings Limited, Sherman Holdings Limited, Seletar Limited, Serangoon Limited and Credit Suisse Trust Limited. In addition, as part of the arrangement, the
Shareholder agreed to amend the Deed of Voting and ROFR to terminate the right of first refusal set forth in the Deed of Voting and ROFR, which grants the Shareholder a right of first refusal to purchase any or all of the offered securities in the
event any of Qi Ji, Winner Crown Holdings Limited, Sherman Holdings Limited, Seletar Limited, Serangoon Limited and Credit Suisse Trust Limited enters into an understanding to transfer such securities or rights in such securities.
Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended and supplemented by adding the following:
Exhibit A Stock Purchase Agreement, dated as of December 4, 2019, between AAPC Hong Kong Limited and
Gaoling Fund, L.P.
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