UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
Amendment No. 4
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities
Exchange Act of 1934)
7 Days Group Holdings Limited
(Name of Issuer)
7 Days Group Holdings Limited
Keystone Lodging Holdings Limited
Keystone Lodging Company Limited
Keystone Lodging Acquisition Limited
Boquan He
Nanyan Zheng
Prototal Enterprises Limited
Fortune News International Limited
Keystone Asia Holdings Limited
Carlyle Asia Partners III, L.P.
SCC Growth 2010-Peak Holdco, Ltd.
Sequoia Capital China Growth 2010 Fund,
L.P.
Sequoia Capital China Growth 2010 Partners
Fund, L.P.
Sequoia Capital China Growth 2010 Principals
Fund, L.P.
Happy Travel Limited
Actis LLP
Meng Ann Lim
(Name of Persons Filing Statement)
Ordinary Shares, par value $0.125 per
share
American Depositary Shares, each representing
three Ordinary Shares
(Title of Class of Securities)
81783J101
1
(CUSIP Number of Class of Securities)
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1
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This
CUSIP number applies
to the Issuer’s
American Depositary
Shares, each of which
represents three Ordinary
Shares. No CUSIP has
been assigned to the
Ordinary Shares.
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Haibing Wu, Chief Financial Officer
7 Days Group Holdings Limited
5C-11 Creative Industry Zone, 397 Xin Gang Zhong Road
Guangzhou, Guangdong 510310
The People’s Republic of China
Facsimile: +86-20-8922-6707
Boquan He
Prototal Enterprises Limited
Floor 32, Metro Plaza
183-187, Tianhe Road North
Guangzhou, Guangdong 510620
The People's Republic of China
Tel: +86 20 8755 3248
Nanyan Zheng
Fortune News International Limited
c/o 7 Days Group Holdings Limited
5C-11 Creative Industry Zone, 397 Xin
Gang Zhong Road
Guangzhou, Guangdong 510310
The People’s Republic of China
Tel: +86 20 8399 5777
Keystone Asia Holdings Limited
Carlyle Asia Partners III, L.P.
Suite 2801, Level 28 Two Pacific Place
88 Queensway, Hong Kong
Tel: +852 2878 7000
SCC Growth 2010-Peak Holdco, Ltd.
Sequoia Capital China Growth 2010 Fund,
L.P.
Sequoia Capital China Growth 2010 Partners
Fund, L.P.
Sequoia Capital China Growth 2010 Principals
Fund, L.P.
Suite 2215, 22/F Two Pacific Place
88 Queensway, Hong Kong
Tel: +852 2501 8989
Happy Travel Limited
Actis LLP
2 More London Riverside
London UK SE1 2JT
Tel: +44 20 7234 5000
Meng Ann Lim
16 Collyer Quay
#29-01
Singapore 049318
Tel: +65 6416 6400
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement)
with copies to:
Baker
&McKenzie
23rd Floor, One Pacific Place, 88 Queensway
Hong Kong
Attention: Brian Spires
Facsimile: +852 2845 0476
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Skadden, Arps, Slate, Meagher
& Flom LLP
30th Floor, China World Office 2
1 Jianguomenwai Avenue
Beijing 100004, PRC
Attention: Peter Huang / Daniel Dusek
Facsimile: +86 (10) 6535 5577
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Latham & Watkins LLP
18th Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
Attention: Timothy M. Gardner
/ Karen M. Yan
Facsimile: +852 2912 2600 /
+86 21 6101 6001
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O’Melveny & Myers
LLP
37th Floor, Plaza 66, 1266 Nanjing
Road West
Shanghai, 200040
People’s Republic of China
Attention: Kurt Berney
Facsimile: +86 (21) 2307 7300
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This statement is filed in connection with (check the appropriate
box):
a.
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¨
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The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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¨
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The filing of a registration statement under the Securities Act
of 1933.
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c.
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¨
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A tender offer.
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d.
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þ
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None of the above.
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Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
£
Check the following box if the filing is a final amendment
reporting the results of the transaction:
x
CALCULATION OF FILING FEE
TRANSACTION
VALUATION*
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AMOUNT
OF FILING FEE**
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$373,296,383
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$50,918
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*
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Calculated solely for the
purpose of determining the filing fee in accordance with Rule
0-11(b)(1) under the Securities Exchange Act of 1934, as amended.
The filing fee is calculated based on the sum of (A) the aggregate
cash payment for the proposed per share cash payment of $4.60
for 79,831,865 outstanding ordinary shares (including shares
represented by the American depositary shares) of the issuer
subject to the transaction, (B) the product of 3,486,492 ordinary
shares issuable under all the Company's vested options to purchase
ordinary shares multiplied by $1.22 per share (which is the difference
between $4.60 per share merger consideration and the weighted
average exercise price of approximately $3.38 per share), and
(C) the product of 1,458,273 ordinary shares issuable under all
the Company's unvested options to purchase ordinary shares that
will vest within one year after the completion of the transaction
multiplied by $1.24 per share (which is the difference between
$4.60 per share merger consideration and the weighted average
exercise price of approximately $3.36 per share).
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**
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The amount of the filing fee, calculated in accordance with Exchange
Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee
Rate Advisory #1 for Fiscal Year 2013 was calculated by multiplying
the transaction value by 0.0001364.
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x
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Check
box
if
any
part
of
the
fee
is
offset
as
provided
by
Rule
0-11(a)(2)
and
identify
the
filing
with
which
the
offsetting
fee
was
previously
paid.
Identify
the
previous
filing
by
registration
statement
number,
or
the
Form
or
Schedule
and
the
date
of
its
filing.
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Amount Previously Paid:
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$49,750
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Form or Registration No.:
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Schedule 13e-3
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Filing Party:
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7 Days Group Holdings Limited
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Date Filed:
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March 29, 2013
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TABLE OF CONTENTS
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ITEM 15. Additional Information
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5
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ITEM 16. Exhibits
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5
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INTRODUCTORY STATEMENT
This amendment No. 4
(the “Amendment”) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto
(this "Transaction Statement"), is being filed with the Securities and Exchange Commission (the "SEC")
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by the
following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) 7 Days Group
Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the
"Company"), the issuer of the ordinary shares, par value $0.125 per share (each, a "Share" and collectively,
the "Shares"), including the Shares represented by the American depositary shares ("ADSs"), each representing
three Shares, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Keystone Lodging Holdings
Limited ("Holdco"), an exempted company with limited liability incorporated in the Cayman Islands; (c) Keystone
Lodging Company Limited ("Parent"), an exempted company with limited liability incorporated in the Cayman Islands;
(d) Keystone Lodging Acquisition Limited ("Merger Sub"), an exempted company with limited liability incorporated in
the Cayman Islands; (e) Mr. Boquan He, one of the founders and the co-chairman of the board of directors of the Company; (f)
Mr. Nanyan Zheng, one of the founders and the co-chairman of the board of directors of the Company; (g) Prototal Enterprises
Limited, a company incorporated in the British Virgin Islands; (h) Fortune News International Limited, a company incorporated
in the British Virgin Islands; (i) Keystone Asia Holdings Limited, an exempted company with limited liability incorporated in
the Cayman Islands; (j) Carlyle Asia Partners III, L.P., a Cayman Islands limited partnership ("Carlyle Asia
Partners", and, together with Keystone Asia Holdings Limited, the "Carlyle Filing Persons"); (k) SCC Growth
2010-Peak Holdco, Ltd., an exempted company with limited liability incorporated in the Cayman Islands ("SC
Holdings"); (l) Sequoia Capital China Growth 2010 Fund, L.P., a Cayman Islands limited partnership ("SCCG 2010
Fund"); (m) Sequoia Capital China Growth 2010 Partners Fund, L.P., a Cayman Islands limited partnership ("SCCG 2010
Partners Fund"); (n) Sequoia Capital China Growth 2010 Principals Fund, L.P., a Cayman Islands limited partnership;
("SCCG 2010 Principals Fund" and, together with SC Holdings, SCCG 2010 Fund and SCCG 2010 Partners Fund, the
"Sequoia Filing Persons"); (o) Happy Travel Limited, a company incorporated in Mauritius ("Happy Travel");
(p) Actis LLP, an English limited liability partnership ("Actis" and, together with Happy Travel, the "Actis
Filing Persons") and (q) Meng Ann Lim, a director of the Company and an affiliate of Actis.
The Transaction Statement relates to
the agreement and plan of merger dated as of February 28, 2013 (the "Merger Agreement"), by and among the Company, Holdco,
Parent and Merger Sub, pursuant to which the Merger Sub was merged with and into the Company with the Company continuing as the
surviving corporation (the "Merger").
This final Amendment is being filed
pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of the Transaction Statement.
All information contained in this final
Amendment concerning any of the Filing Persons has been provided by such Filing Person.
ITEM 15. Additional Information
Item 15(b) is hereby amended and supplemented
as follows:
On June 26, 2013, an extraordinary
general meeting of the shareholders of the Company was held at 10:00 a.m (Hong Kong time), at 31st Floor, AIA Central, 1
Connaught Road Central, Hong Kong. At the extraordinary general meeting, the shareholders of the Company voted to approve
the Merger Agreement and the transactions contemplated thereby, including the Merger, and the proposal to authorize each of
the members of the special committee of the board of directors of the Company and the chief financial officer to do all
things necessary to give effect to the Merger Agreement.
On July 5, 2013, the Company and
Merger Sub filed a plan of merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands
Registrar of Companies as of July 5, 2013, pursuant to which the Merger became effective on July 5, 2013. As a result of
the Merger, the Company will continue its operations as a wholly owned subsidiary of Parent.
At the effective time of
the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger was cancelled in exchange
for the right to receive $4.60 and each ADS was cancelled in exchange for the right to receive $13.80 (with the $0.05 per
ADS cancellation fee payable by the surviving corporation pursuant to the Merger Agreement), in each case, in cash,
without interest and net of any applicable withholding taxes, except for certain Shares (including Shares represented by
ADSs) beneficially owned by the Filing Persons and certain other existing shareholders who have rolled over some or all of
their stake in the Company and Shares reserved for issuance and allocation
pursuant to the Company’s share incentive plan (collectively, the "Excluded Shares").
At the effective time of the Merger,
(i) each vested option to purchase Shares and (ii) each unvested option to purchase Shares that will vest within one year after
the effective time, in each case, granted pursuant to the Company’s 2007 Employee Share Incentive Plan (and all amendments
and modifications thereto) was cancelled and converted into the right to receive from the surviving corporation or one of
its subsidiaries, as soon as practicable (and in any event no more than five business days) after the effective time, a cash amount
equal to the product of (i) the amount by which US$4.60 exceeds the exercise price per Share of such option and (ii) the number
of Shares underlying such option, without interest and net of any applicable withholding taxes. If the exercise price per Share
of any such option was equal to or greater than US$4.60, such option was cancelled without any payment therefor. Each unvested
option to purchase Shares that will not vest within one year after the effective time granted pursuant to the Company’s
2007 Employee Share Incentive Plan (and all amendments and modifications thereto) was cancelled and, as soon as practicable (and
in any event no more than five business days) after the effective time, converted into an option to purchase the same number of
ordinary shares of Holdco as the number of Shares underlying such option with the same vesting schedule, exercise price and other
key terms as those of such option. Within one month after the vesting of such option, the holder of such option may elect to receive
a cash settlement as soon as practicable, without interest and net of any applicable withholding taxes, from Holdco, or at the
direction of Holdco, any affiliate of Holdco, in an amount equal to the product of (i) the amount by which US$4.60 exceeds the
exercise price per Share of such option and (ii) the number of ordinary shares of Holdco underlying such option.
As a result of the Merger, the ADSs
of the Company will no longer be listed on any securities exchange or quotation system, including The New York Stock Exchange.
In addition, 90 days after the filing of Form 25 in connection with the transaction, or such shorter period as may be determined
by the SEC, the registration of the ADSs of the Company and the Shares underlying them and the reporting obligations of the Company
under the Exchange Act will be terminated.
ITEM
16.
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Exhibits
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(a)-(1)
**
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Proxy Statement of the Company dated
May 31, 2013 (the "Proxy Statement").
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(a)-(2)
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Notice of Extraordinary General Meeting
of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.
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(a)-(3)
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Depositary’s Notice, incorporated herein by reference to the Proxy Statement.
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(a)-(4)
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Proxy Card, incorporated herein by
reference to the Proxy Statement.
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(a)-(5)
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ADS Voting Instruction Card, incorporated
herein by reference to the Proxy Statement.
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(a)-(6)
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Press Release issued by the Company,
dated February 28, 2013, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company
to the SEC on February 28, 2013.
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(b)-(1)
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Debt Commitment Letter, dated February
8, 2013, by and among Merger Sub, Cathay United Bank, Chinatrust Commercial Bank Co., Ltd., Nomura International (Hong Kong)
Limited, Ta Chong Bank, Ltd. and Taipei Fubon Commercial Bank Co., Ltd., as mandated lead arrangers, Cathay United Bank, Chinatrust
Commercial Bank Co., Ltd., Nomura Special Investments Singapore Pte. Ltd., Ta Chong Bank, Ltd. and Taipei Fubon Commercial
Bank Co., Ltd., Offshore Banking Branch, as underwriters, Taipei Fubon Commercial Bank Co., Ltd. as agent and Cathay United
Bank as security agent, incorporated herein by reference to Exhibit 3 to Schedule 13D filed with the SEC on March 4, 2013.
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(c)-(1)
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Opinion of J.P. Morgan Securities (Asia
Pacific) Limited, dated February 28, 2013, incorporated herein by reference to Annex B to the Proxy Statement.
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(c)-(2)†
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Discussion Materials prepared by J.P.
Morgan Securities (Asia Pacific) Limited for discussion with the special committee of the board of directors of the Company,
dated February 28, 2013.
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†
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Previously filed on March 29, 2013.
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**
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Previously filed on May 31, 2013.
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(d)-(1)
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Agreement and Plan of Merger
dated as February 28, 2013, by and among the Company, Holdco, Parent and Merger Sub incorporated herein by reference to Annex
A to the Proxy Statement.
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(d)-(2)
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Equity Commitment Letter, dated February
28, 2013, by Actis Fund 3 Co-Investment Pool LP, Actis Emerging Markets 3 LP, Actis Emerging Markets 3 "A" LP, Actis
Emerging Markets 3 "C" LP, Actis China 3 LP, Actis China 3 "A" LP and Actis China 3 "S" LP in favor
of Keystone Lodging Holdings Limited, incorporated herein by reference to Exhibit 4 to Schedule 13D filed with the SEC on
March 4, 2013.
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(d)-(3)
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Equity Commitment Letter, dated February
28, 2013, by Boquan He in favor of Keystone Lodging Holdings Limited, incorporated herein by reference to Exhibit 5 to Schedule
13D filed with the SEC on March 4, 2013.
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(d)-(4)†
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Equity Commitment Letter, dated February
28, 2013, by Carlyle Asia Partners III, L.P. in favor of Keystone Lodging Holdings Limited.
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(d)-(5)
†
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Equity Commitment Letter, dated February
28, 2013, by Sequoia Capital China Growth 2010 Fund, L.P., Sequoia Capital China Growth 2010 Partners Fund, L.P. and Sequoia
Capital China Growth 2010 Principals Fund, L.P. in favor of Keystone Lodging Holdings Limited.
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(d)-(6)
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Support Agreement, dated February 28,
2013, by and among Holdco, Parent, Nanyan Zheng, Fortune News International Limited, Prototal Enterprises Limited, Happy Travel
Limited, Chien Lee, Smartech Resources Limited and Minjian Shi, incorporated herein by reference to Exhibit 6 to Schedule
13D filed with the SEC on March 4, 2013.
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(d)-(7)
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Interim Investors Agreement, dated February 28, 2013, by and among Happy Travel Limited,
Keystone Asia Holdings Limited, SCC Growth 2010-Peak Holdco, Ltd., Nanyan Zheng, Fortune News International Limited, Boquan
He, Prototal Enterprises Limited, Chien Lee, Smartech Resources Limited, Minjian Shi, Holdco, Parent and Merger Sub, incorporated
herein by reference to Exhibit 7 to Schedule 13D filed with the SEC on March 4, 2013. Exhibit A to the Interim Investors Agreement
was filed as Exhibit (d)-(7) to the Amendment No.2 to the Rule 13e-3 transaction statement on Schedule 13E-3 filed with the
SEC on May 15, 2013.
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(d)-(8)
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Limited Guaranty, dated February 28,
2013, from Boquan He in favor of the Company, incorporated herein by reference to Exhibit 8 to Schedule 13D filed with the
SEC on March 4, 2013.
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(d)-(9)
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Limited Guaranty, dated February 28,
2013, from Nanyan Zheng in favor of the Company, incorporated herein by reference to Exhibit 9 to Schedule 13D filed with
the SEC on March 4, 2013.
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(d)-(10)
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Limited Guaranty, dated February 28,
2013, from each of Actis Fund 3 Co-Investment Pool LP, Actis Emerging Markets 3 LP, Actis Emerging Markets 3 "A" LP,
Actis Emerging Markets 3 "C" LP, Actis China 3 LP, Actis China 3 "A" LP and Actis China 3 "S" LP in
favor of the Company, incorporated herein by reference to Exhibit 10 to Schedule 13D filed with the SEC on March 4, 2013.
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(d)-(11)
†
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Limited Guaranty, dated February 28,
2013, from Carlyle Asia Partners III, L.P. in favor of the Company.
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(d)-(12)
†
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Limited Guaranty, dated February 28,
2013, from each of Sequoia Capital China Growth 2010 Fund, L.P., Sequoia Capital China Growth 2010 Partners Fund, L.P. and
Sequoia Capital China Growth 2010 Principals Fund, L.P. in favor of the Company.
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(d)-(13)*
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Assignment and Assumption Agreement, dated April 29, 2013, by and between Boquan He and
Jaguar Investment Pte Ltd.
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(d)-(14)*
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Amended and Restated Interim Investors Agreement, dated April 29, 2013, by and among Jaguar
Investment Pte Ltd., Happy Travel Limited, Keystone Asia Holdings Limited, SCC Growth 2010-Peak Holdco, Ltd., Nanyan Zheng,
Fortune News International Limited, Boquan He, Prototal Enterprises Limited, Chien Lee, Smartech Resources Limited, Minjian
Shi, Holdco, Parent and Merger Sub.
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(f)-(1)
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Dissenters’ Rights, incorporated
herein by reference to the section entitled "Dissenters’ Rights" in the Proxy Statement.
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(f)-(2)
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Section 238 of the Companies Law
Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, incorporated herein by reference to Annex C to
the Proxy Statement.
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(g)
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Not applicable.
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†
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Previously filed on March 29, 2013.
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*
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Previously filed
on May 15, 2013.
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SIGNATURE
After due inquiry and to the best of my
knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
Dated: July 5, 2013
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7 Days Group Holdings Limited
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By:
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/s/
Haibing Wu
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Name:
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Haibing Wu
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Title:
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Chief Financial Officer
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Keystone Lodging Holdings Limited
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By:
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/s/
Thomas Mayrhofer
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Name:
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Thomas Mayrhofer
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Title:
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Director
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Keystone Lodging Company Limited
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By:
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/s/
Thomas Mayrhofer
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Name:
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Thomas Mayrhofer
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Title:
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Director
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Keystone Lodging Acquisition Limited
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By:
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/s/
Thomas Mayrhofer
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Name:
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Thomas Mayrhofer
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Title:
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Director
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Boquan He
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By:
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/s/
Boquan He
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Name:
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Boquan He
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Nanyan Zheng
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By:
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/s/
Nanyan Zheng
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Name:
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Nanyan Zheng
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Prototal Enterprises Limited
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By:
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/s/
Boquan He
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Name:
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Boquan He
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Title:
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Director
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Fortune News International Limited
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By:
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/s/
Nanyan Zheng
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Name:
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Nanyan Zheng
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Title:
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Director
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Keystone Asia Holdings Limited
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By:
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/s/
Thomas Mayrhofer
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Name:
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Thomas Mayrhofer
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Title:
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Director
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Carlyle Asia Partners III, L.P.
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By:
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/s/
Daniel A. D’Aniello
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Name:
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Daniel A. D’Aniello
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Title:
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Director
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SCC Growth 2010-Peak Holdco, Ltd.
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By:
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/s/
Kok Wai Yee
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Name:
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Kok Wai Yee
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Title:
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Authorized Signatory
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Sequoia Capital China Growth 2010 Fund, L.P.
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By:
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/s/
Kok Wai Yee
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Name:
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Kok Wai Yee
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Title:
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Authorized Signatory
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Sequoia Capital China Growth 2010 Partners Fund,
L.P.
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By:
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/s/
Kok Wai Yee
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Name:
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Kok Wai Yee
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Title:
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Authorized Signatory
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Sequoia Capital China Growth 2010 Principals
Fund, L.P.
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By:
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/s/
Kok Wai Yee
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Name:
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Kok Wai Yee
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Title:
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Authorized Signatory
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Happy Travel Limited
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By:
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/s/
R S K Hazareesing
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Name:
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R S K Hazareesing
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Title:
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Director
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Actis LLP
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By:
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/s/
Paul Owers
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Name:
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Paul Owers
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Title:
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Partner
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Meng Ann Lim
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By:
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/s/
Meng Ann Lim
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Name:
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Meng Ann Lim
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EXHIBIT INDEX
(a)-(1)**
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Proxy Statement of the
Company dated May 31, 2013 (the "Proxy Statement").
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(a)-(2)
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Notice of Extraordinary General Meeting
of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.
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(a)-(3)
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Depositary’s Notice, incorporated herein by reference to the Proxy Statement.
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(a)-(4)
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Proxy Card, incorporated herein by
reference to the Proxy Statement.
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(a)-(5)
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ADS Voting Instruction Card, incorporated
herein by reference to the Proxy Statement.
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(a)-(6)
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Press Release issued by the Company,
dated February 28, 2013, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company
to the SEC on February 28, 2013.
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(b)-(1)
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Debt Commitment Letter, dated February
8, 2013, by and among Merger Sub, Cathay United Bank, Chinatrust Commercial Bank Co., Ltd., Nomura International (Hong Kong)
Limited, Ta Chong Bank, Ltd. and Taipei Fubon Commercial Bank Co., Ltd., as mandated lead arrangers, Cathay United Bank, Chinatrust
Commercial Bank Co., Ltd., Nomura Special Investments Singapore Pte. Ltd., Ta Chong Bank, Ltd. and Taipei Fubon Commercial
Bank Co., Ltd., Offshore Banking Branch, as underwriters, Taipei Fubon Commercial Bank Co., Ltd. as agent and Cathay United
Bank as security agent, incorporated herein by reference to Exhibit 3 to Schedule 13D filed with the SEC on March 4, 2013.
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(c)-(1)
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Opinion of J.P. Morgan Securities (Asia
Pacific) Limited, dated February 28, 2013, incorporated herein by reference to Annex B to the Proxy Statement.
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(c)-(2)†
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Discussion Materials prepared by J.P.
Morgan Securities (Asia Pacific) Limited for discussion with the special committee of the board of directors of the Company,
dated February 28, 2013.
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(d)-(1)
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Agreement and Plan of Merger
dated as February 28, 2013, by and among the Company, Holdco, Parent and Merger Sub incorporated herein by reference to Annex
A to the Proxy Statement.
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(d)-(2)
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Equity Commitment Letter, dated February
28, 2013, by Actis Fund 3 Co-Investment Pool LP, Actis Emerging Markets 3 LP, Actis Emerging Markets 3 "A" LP, Actis
Emerging Markets 3 "C" LP, Actis China 3 LP, Actis China 3 "A" LP and Actis China 3 "S" LP in favor
of Keystone Lodging Holdings Limited, incorporated herein by reference to Exhibit 4 to Schedule 13D filed with the SEC on
March 4, 2013.
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(d)-(3)
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Equity Commitment Letter, dated February
28, 2013, by Boquan He in favor of Keystone Lodging Holdings Limited, incorporated herein by reference to Exhibit 5 to Schedule
13D filed with the SEC on March 4, 2013.
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(d)-(4)†
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Equity Commitment Letter, dated February
28, 2013, by Carlyle Asia Partners III, L.P. in favor of Keystone Lodging Holdings Limited.
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(d)-(5)
†
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Equity Commitment Letter, dated February
28, 2013, by Sequoia Capital China Growth 2010 Fund, L.P., Sequoia Capital China Growth 2010 Partners Fund, L.P. and Sequoia
Capital China Growth 2010 Principals Fund, L.P. in favor of Keystone Lodging Holdings Limited.
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(d)-(6)
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Support Agreement, dated February 28,
2013, by and among Holdco, Parent, Nanyan Zheng, Fortune News International Limited, Prototal Enterprises Limited, Happy Travel
Limited, Chien Lee, Smartech Resources Limited and Minjian Shi, incorporated herein by reference to Exhibit 6 to Schedule
13D filed with the SEC on March 4, 2013.
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(d)-(7)
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Interim Investors Agreement, dated February 28, 2013, by and among Happy Travel Limited,
Keystone Asia Holdings Limited, SCC Growth 2010-Peak Holdco, Ltd., Nanyan Zheng, Fortune News International Limited, Boquan
He, Prototal Enterprises Limited, Chien Lee, Smartech Resources Limited, Minjian Shi, Holdco, Parent and Merger Sub, incorporated
herein by reference to Exhibit 7 to Schedule 13D filed with the SEC on March 4, 2013. Exhibit A to the Interim Investors Agreement
was filed as Exhibit (d)-(7) to the Amendment No.2 to the Rule 13e-3 transaction statement on Schedule 13E-3 filed with the
SEC on May 15, 2013.
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(d)-(8)
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Limited Guaranty, dated February 28,
2013, from Boquan He in favor of the Company, incorporated herein by reference to Exhibit 8 to Schedule 13D filed with the
SEC on March 4, 2013.
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(d)-(9)
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Limited Guaranty, dated February 28,
2013, from Nanyan Zheng in favor of the Company, incorporated herein by reference to Exhibit 9 to Schedule 13D filed with
the SEC on March 4, 2013.
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(d)-(10)
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Limited Guaranty, dated February 28,
2013, from each of Actis Fund 3 Co-Investment Pool LP, Actis Emerging Markets 3 LP, Actis Emerging Markets 3 "A" LP,
Actis Emerging Markets 3 "C" LP, Actis China 3 LP, Actis China 3 "A" LP and Actis China 3 "S" LP in
favor of the Company, incorporated herein by reference to Exhibit 10 to Schedule 13D filed with the SEC on March 4, 2013.
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(d)-(11)
†
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Limited Guaranty, dated February 28,
2013, from Carlyle Asia Partners III, L.P. in favor of the Company.
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†
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Previously filed on March 29, 2013.
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**
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Previously filed
on May 31, 2013.
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(d)-(12)
†
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Limited Guaranty, dated February 28,
2013, from each of Sequoia Capital China Growth 2010 Fund, L.P., Sequoia Capital China Growth 2010 Partners Fund, L.P. and
Sequoia Capital China Growth 2010 Principals Fund, L.P. in favor of the Company.
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(d)-(13)*
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Assignment and Assumption Agreement, dated April 29, 2013, by
and between Boquan He and Jaguar Investment Pte Ltd.
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(d)-(14)*
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Amended and Restated Interim Investors Agreement, dated April 29, 2013, by and among Jaguar
Investment Pte Ltd., Happy Travel Limited, Keystone Asia Holdings Limited, SCC Growth 2010-Peak Holdco, Ltd., Nanyan Zheng,
Fortune News International Limited, Boquan He, Prototal Enterprises Limited, Chien Lee, Smartech Resources Limited, Minjian
Shi, Holdco, Parent and Merger Sub.
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(f)-(1)
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Dissenters’ Rights, incorporated
herein by reference to the section entitled "Dissenters’ Rights" in the Proxy Statement.
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(f)-(2)
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Section 238 of the Companies Law
Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, incorporated herein by reference to Annex C to
the Proxy Statement.
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(g)
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Not applicable.
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†
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Previously filed on March 29, 2013.
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*
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Previously filed
on May 15, 2013.
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