Exhibit 4.7
 US$160,000,000
Home Inns & Hotels Management Inc.
2.00% Convertible Senior Notes Due December 15, 2015
 PURCHASE AGREEMENT
  To:
    
    Credit Suisse Securities (USA) LLCEleven Madison AvenueNew York, NY 10010United States Of AmericaJ.P. Morgan Securities Ltd.125 London WallLondonEC2Y 5AJUnited Kingdom(the Managers)




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Purchase of the Notes
  (d) (b)
 (b)
    ,




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Representations and Warranties
  Due Incorporation
 Subsidiaries
 Due Authorization.




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Validity of Securities
 No SEC Comments
 F-6 Registration Statement
 Description of Agreements
 No Finders Fee




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Absence of Further Requirements
 Payments
 Absence of Defaults and Conflicts Resulting from Transaction
 Disclosure (b) (b)




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Property
 Absence of Existing Defaults and Conflicts
 Authorization of Deposit Agreement
 Possession of Licenses and Permits
 Absence of Labor Dispute




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Possession of Intellectual Property
 Environmental Laws
 Accurate Disclosure
 Statistical and Market-Related Data
 Internal Controls and Compliance with the Sarbanes-Oxley Act




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Absence of
Accounting Issues
 Litigation
 Financial Statements
 Independent Registered Public Accounting Firm
 No Material Adverse Change in Business
 Investment Company Act
 No Events of Default




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Payments
in Foreign Currency
 No Unlawful Payments
 Compliance with Money Laundering Laws
 Compliance with OFAC
 Tax Filings
 Insurance




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Related Party Transactions
 Passive Foreign Investment Company
 Stabilization
 No Transaction or Other Taxes
 Proper Form of Agreements
 Validity of Choice of Law




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No Immunity
 Judgment Currency
 Critical Accounting Policies
 No Unapproved Marketing Documents
 Employee Benefits
 No Broker-Dealer Affiliation




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SAFE Compliance
 No Trading
 A Rules
 M&A Clarifications
 Non-applicability of M&A Rules
 Disclosure of M&A Rules
 Reporting Requirements




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No Same Class of Securities
 No Registration
 Foreign Issuer
 Valid Regulation S Offering
 Valid Rule 144A Offering
 Representation of Officers
 (b) Indemnity




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(b) (b)




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(b)
 (b) (b)
 Covenants of the Issuer.
  Offering Circular
 Copies of Documents




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Transfer Restrictions
 Resales by Affiliates
 Investment Company
 Bids
 Stamp Tax
 Listing of ADSs
 Reserve Shares
 Use of Proceeds
 Stabilization
 Transfer Agent




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Settlement System
 No Registration
 Additional Disclosure
 Judgment
 Deposit Agreement
 Sarbanes-Oxley
 Definitive Notes
 Documentation
 PORTAL and DTC.
 Information Requirements




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Lock-up.
 Commissions
  Costs and Expenses




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(a) (c)
  Closing
  (c)
 Conditions Precedent




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th
    (a) (a) (c)
 Restrictions




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(c)
    Termination




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(a) (c) (b)
  Survival of Representations and Obligations
  Absence of Fiduciary Relationship




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Notices
   English Documents
   This Agreement shall be governed by, and construed in accordance with, the laws of the State
of New York without regard to principles of conflicts of laws.
 th




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Counterparts




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Yours faithfully,
Home Inns & Hotels Management Inc.By:
    /s/ Huiping YanName:
    Huiping YanTitle:
    Chief Financial Officer




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To
  Yours faithfully,Credit Suisse Securities (USA) LLCBy:
    /s/ Steven WinnertName:
    Steven WinnertTitle:
    Managing DirectorJ.P. Morgan Securities Ltd.By:
    /s/ Edward TsuiName:
    Edward TsuiTitle:
    AssociateEach by its duly authorized attorney:




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SCHEDULE A
 FORM OF REGISTRATION RIGHTS AGREEMENT




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SCHEDULE B
 [On the letterhead of the Managers]
 
  PURCHASE AGREEMENT RELATING TO THE PURCHASE OF 2.00% CONVERTIBLE SENIOR NOTES DUE 
DECEMBER 15, 2015
  
 (b)  
 Yours faithfully,Credit Suisse Securities (USA) LLCBy:Name:Title:J.P. Morgan Securities Ltd.By:Name:Title:




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SCHEDULE C
 List of Documents incorporated by reference into  Offering Memorandum




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SCHEDULE D
 LIST OF OPERATING SUBSIDIARIES AND JOINT VENTURES
 
  1




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2




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3




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4




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SCHEDULE E-1
 FORM OF OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP, UNITED STATES COUNSEL TO THE ISSUER
  1.
    
    The Purchase Agreement has been duly executed and delivered by the Company, to the
extent such execution and delivery are governed by the laws of the State of New York.
 2.
    
    The Indenture has been duly executed and delivered by the Company, to the extent such
execution and delivery are governed by the laws of the State of New York, and, assuming the
due authorization, execution and delivery thereof by the Trustee, is a valid and binding
agreement of the Company, enforceable against the Company in accordance with its terms.
 3.
    
    The Registration Rights Agreement has been duly executed and delivered by the Company,
to the extent such execution and delivery are governed by the laws of the State of New
York, and, assuming the due authorization, execution and delivery thereof by the Initial
Purchasers, is a valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms.
 4.
    
    The Deposit Agreement has been duly executed and delivered by the Company, to the
extent such execution and delivery are governed by the laws of the State of New York, and,
assuming the due authorization, execution and delivery thereof by the Depositary, is a
valid and binding agreement of the Company, enforceable against the Company in accordance
with its terms.
 5.
    
    The execution and delivery by the Company of each of the Transaction Documents and the
consummation by the Company of the transactions contemplated thereby, including the
issuance and sale of the Securities, will not violate or conflict with, or result in any
contravention of, any Applicable Law.
 6.
    
    No Governmental Approval, which has not been obtained or taken and is not in full force
and effect, is required to authorize, or is required for, the execution or delivery of each
of the Transaction Documents by the Company or the consummation by the Company of the
transactions contemplated thereby.
 7.
    
    The Securities Certificate has been duly executed by the Company, to the extent such
execution and delivery are governed by the laws of the State of New York, and when duly
authenticated by the Trustee and issued and delivered by the Company against payment
therefor in accordance with the terms of the Purchase Agreement and the Indenture, the
Securities Certificate will constitute valid and binding obligations of the Company
entitled to the benefits of the Indenture and enforceable against the Company in accordance
with their terms.
 8.
    
    The statements in the Time of Sale Information and the Offering Memorandum in
paragraphs 2, 4, and 10 under the caption Plan of Distribution, insofar as such
statements purport to summarize certain provisions of the Purchase Agreement, fairly
summarize such provisions in all material respects.
 9.
    
    The statements in the Time of Sale Information and the Offering Memorandum under the
captions Description of Notes, insofar as such statements purport to summarize certain
provisions of the Indenture and the Securities, other than Book-Entry Delivery and Form
fairly summarize such provisions in all material respects.
 10.
    
    The statements in the Time of Sale Information and the Offering Memorandum under the
captions Description of American Depositary Shares, insofar as such statements purport to
summarize certain provisions of the Deposit Agreement and the ADSs, fairly summarize such
provisions in all material respects.




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11.
    
    Assuming that the Purchase Agreement is the valid and binding agreement of the Company,
under the laws of the State of New York relating to personal jurisdiction, the Company has
validly and irrevocably submitted to the personal jurisdiction of any state court in the
City, County and State of New York (each, a New York Court) in any action arising out of
or relating to the Purchase Agreement or the transactions contemplated thereby, has validly
and irrevocably waived any objection to the venue of a proceeding in any such court, and
has validly and irrevocably appointed Law Debenture Corporate Services Inc. as its
authorized agent for the purpose described in Section 14 of the Purchase Agreement; and
 12.
    
    Under the laws of the State of New York relating to personal jurisdiction, the Company
has validly and irrevocably submitted to the personal jurisdiction of any New York Court in
any action arising out of or relating to the Purchase Agreement, or the transactions
contemplated thereby, has validly and irrevocably waived any objection to the venue of a
proceeding in any such court, and has validly and irrevocably appointed Law Debenture
Corporate Services Inc. as its authorized agent for the purpose described in Section 9(o)
of the Registration Rights Agreement;
 13.
    
    Under the laws of the State of New York relating to personal jurisdiction, the Company
has validly and irrevocably submitted to the personal jurisdiction of any New York Court in
any action arising out of or relating to the Indenture or the transactions contemplated
thereby, has validly and irrevocably waived any objection to the venue of a proceeding in
any such court, and has validly and irrevocably appointed Law Debenture Corporate Services
Inc. as its authorized agent for the receipt of service of process under Section 13.08 of
the Indenture;
 14.
    
    Under the laws of the State of New York relating to personal jurisdiction, the Company
has validly and irrevocably submitted to the personal jurisdiction of any New York Court in
any action arising out of or relating to the Deposit Agreement or the transactions
contemplated thereby, has validly and irrevocably waived any objection to the venue of a
proceeding in any such court, and has validly and irrevocably appointed CT Corporation
System as its authorized agent for the receipt of service of process under Section 7.8 of
the Deposit Agreement;
 15.
    
    The Company is not and, solely after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in the Offering
Memorandum, will not be an investment company as such term is defined in the Investment
Company Act of 1940.
 16.
    
    The F-6 Registration Statement has become effective under the Act. With your consent,
based solely on a telephonic confirmation by a member of the staff of the Commission on
December 21, 2010, we confirm that no stop order suspending the effectiveness of the F-6
Registration Statement has been issued under the Act.
 17.
    
    Assuming (i) the accuracy of the representations and warranties of the Company set forth in
Section 2(a) of the Purchase Agreement, (ii) the due performance by the Company of the covenants
and agreements set forth in Section 3 of the Purchase Agreement and the due performance by you of
the covenants and agreements set forth in the Purchase Agreement, (iii) your compliance with the
offering and transfer procedures and restrictions described in the Offering Memorandum, (iv) the
accuracy of the representations and warranties made in accordance with the Purchase Agreement and
the Offering Memorandum by purchasers to whom you initially resell the Securities and (v) that
purchasers to whom you initially resell the Securities receive a copy of the Offering Memorandum
prior to confirmation of such sale, the offer, sale and delivery of the Securities to you in the
manner contemplated by the Purchase Agreement and the Offering Memorandum and the initial resale of
the Securities by you in the manner contemplated in the Offering Memorandum and the Purchase
Agreement, do not require registration under the Securities Act of 1933, as amended, or
qualification of the Indenture under the Trust Indenture Act of 1939, it being understood that we
do not express any opinion as to the ADSs (including the ordinary shares represented by such ADSs)
issuable upon conversion of any Security or any subsequent reoffer or resale of any Security or
ADSs (including the ordinary shares s represented by such ADSs).




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SCHEDULE E-2
 FORM OF OPINION OF MAPLES AND CALDER, CAYMAN ISLANDS COUNSEL TO THE ISSUER
  1.
    
    The Company has been duly incorporated as an exempted company with limited liability
and is validly existing and in good standing under the laws of the Cayman Islands.
 2.
    
    The Company can sue and be sued in its own name under the laws of the Cayman Islands.
 3.
    
    The Company has full power and authority under its Memorandum and Articles of
Association to enter into, execute and perform its obligations under the Transaction
Documents and the Notes including the issue and offer of the Notes pursuant to the
Transaction Documents and the issue of the Shares upon the conversion of the Notes.
 4.
    
    The Company has the authorised and issued share capital as set out in the Offering
Documents, and all of the issued shares in the capital of the Company have been legally
issued, and assuming that the subscription price therefor has been paid in full (except for
the ordinary shares issued to the Bank of New York Mellon that are issued as unpaid
 shares), are fully paid and non-assessable (meaning that no further sums are payable to the
Company on such Shares), are not subject to any pre-emptive or similar rights under Cayman
Islands law or the Companys Memorandum and Articles of Association and conform to the
description thereof contained in the Offering Documents.
 5.
    
    The execution and delivery of the Transaction Documents, the issue and offer of the
Notes by the Company and the performance of its obligations thereunder, including the issue
of the Shares upon the conversion of the Notes, do not conflict with or result in a breach
of any of the terms or provisions of the Memorandum and Articles of Association of the
Company or any law, public rule or regulation applicable to the Company in the Cayman
Islands currently in force, and when issued by the Company in accordance with the terms of
the Transaction Documents against payment in full of the consideration thereof set forth in
the Transaction Documents and the appropriate entries made on the register of members
(shareholders) of the Company, the Shares underlying the ADSs will be validly issued and
allotted as fully paid and non-assessable (meaning that no further sums are payable to the
Company on such shares) and will not be subject to any pre-emptive or similar rights under
Cayman Islands law or the Companys Memorandum and Articles of Association.
 6.
    
    The execution, delivery and performance of the Transaction Documents have been
authorised by and on behalf of the Company and, assuming the Transaction Documents have
been executed and unconditionally delivered by an authorised person pursuant to the
Resolutions, the Transaction Documents have been duly executed and delivered on behalf of
the Company and constitute the legal, valid and binding obligations of the Company
enforceable in accordance with their terms.
 7.
    
    The Notes have been duly authorised by the Company and when the Notes are signed by a
Director on behalf of the Company in accordance with the Resolutions and, if appropriate,
authenticated in the manner set forth in the Indenture and delivered against due payment
therefor will be duly executed, issued and delivered and will constitute the legal, valid
and binding obligations of the Company enforceable in accordance with their respective
terms.
 8.
    
    The statements in the Offering Documents under Risk factors, Enforceability of civil
liabilities, Dividend policy, Description of share capital and Taxation-Cayman
Islands taxation (in each section in so far as the section relates to Cayman Islands law
only) fairly present the information and summarise the matters referred to therein.




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9.
    
    No authorisations, consents, approvals, licences, validations or exemptions are
required by law from any governmental authorities or agencies or other official bodies in
the Cayman Islands in connection with:
 (a)
    
    the issue of the Offering Documents;
 (b)
    
    the execution, creation or delivery of the Transaction Documents by the
Company;
 (c)
    
    subject to the payment of stamp duty, the enforcement of the
Transaction Documents against the Company;
 (d)
    
    the offering, execution, authentication, allotment, issue or delivery
of the Notes;
 (e)
    
    the performance by the Company of its obligations under the Notes and
the Transaction Documents;
 (f)
    
    the payment of the principal and interest and any other amounts under
the Notes; or
 (g)
    
    the payment of dividends and other distributions declared and payable
on the Shares (including to the Depositary).
 10.
    
    No taxes, fees or charges (other than stamp duty) are payable (either by direct
assessment or withholding) to the government or other taxing authority in the Cayman
Islands under the laws of the Cayman Islands in respect of:
 (a)
    
    the execution or delivery of the Transaction Documents or the Notes;
 (b)
    
    the enforcement of the Transaction Documents or the Notes;
 (c)
    
    payments made under, or pursuant to, the Transaction Documents; or
 (d)
    
    the issue, transfer or redemption of the Notes.
  11.
    
    The courts of the Cayman Islands will observe and give effect to the choice of New York
law as the governing law of the Transaction Documents and the Notes.
 12.
    
    The submission to the jurisdiction of any New York State or United States federal court
(each a New York Court), the appointment of CT Corporation System to accept as an agent
for service of process in such jurisdiction and the waiver by the Company of any objection
to the venue of a proceeding in a New York court, pursuant to the Transaction Documents, is
legal, valid and binding on the Company assuming that the same is true under the governing
law of the Transaction Documents.
 13.
    
    The obligations of the Company under the Transaction Documents and the Notes rank and
will rank at least pari passu with all its other present and future unsecured obligations
(other than those preferred by law).
 14.
    
    Based solely on our search of the Register of Writs and Other Originating Process (the
Court Register) maintained by the Clerk of the Court of the Grand Court of the Cayman
Islands from the date of incorporation of the Company to 17 December 2010 (the Litigation
Search), the Court Register disclosed no writ, originating summons, originating motion,
petition, counterclaim nor third party notice (Originating Process) nor any amended
Originating Process pending before the Grand Court of the Cayman Islands, in which the
Company is a defendant or respondent.
 15.
    
    Based solely on our review of the Register of Members, there are no entries or
notations indicating any third party interests, including any security interest, on the
Register of Members of the Company as at the date of this Opinion.




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16.
    
    Although there is no statutory enforcement in the Cayman Islands of judgments obtained
in New York, a judgment obtained in such jurisdiction will be recognised and enforced in
the courts of the Cayman Islands at
common law, without any re-examination of the merits of the underlying dispute, by an action
commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided
such judgment:
 (a)
    
    is given by a foreign court of competent jurisdiction;
 (b)
    
    imposes on the judgment debtor a liability to pay a liquidated sum for
which the judgment has been given;
 (c)
    
    is final;
 (d)
    
    is not in respect of taxes, a fine or a penalty; and
 (e)
    
    was not obtained in a manner and is not of a kind the enforcement of
which is contrary to natural justice or the public policy of the Cayman Islands.
 17.
    
    It is not necessary to ensure the legality, validity, enforceability or admissibility
in evidence of the Transaction Documents or the Notes that any document be filed, recorded
or enrolled with any governmental authority or agency or any official body in the Cayman
Islands.
 18.
    
    There is no exchange control legislation under Cayman Islands law and accordingly there
are no exchange control regulations imposed under Cayman Islands law.
 19.
    
    The Company is not entitled to any immunity under the laws of the Cayman Islands
whether characterized as sovereign immunity or otherwise for any legal proceedings in the
Cayman Islands to enforce or to collect upon the Transaction Documents.
 20.
    
    The Purchasers will not be treated as resident, domiciled or carrying on or transacting
business or subject to taxation in the Cayman Islands or in violation of any law thereof
solely by reason of the negotiation, preparation or execution of the Purchase Agreement, or
the entering into of or the enforcement of their rights under the Purchase Agreement.
 21.
    
    The Purchasers will not be required to be licensed, qualified or otherwise entitled to
carry on business in the Cayman Islands in order to enforce their rights under, or as a
consequence of the execution, delivery and performance of the Purchase Agreement.




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SCHEDULE E-3
 FORM OF OPINION OF COMMERCE & FINANCE LAW OFFICERS, PRC COUNSEL TO THE ISSUER
  1.
    
    Incorporation of PRC Subsidiaries. Each of the PRC Subsidiaries has been duly organized
and is validly existing as a wholly-foreign owned enterprise or a Sino-foreign equity joint
venture with limited liability or a limited liability company (as the case may be), with
full legal person status under the Laws of the PRC and its business license is in full
force and effect; each of Hemei, Home Inns Beijing, Huiju Equipment, Top Star, Jiangsu Home
Inns, Huiyi Equipment, Suzhou Home Inns Trading, Suzhou Huichuang and Yitel Hotel
Management has been duly qualified as a foreign invested enterprise; 100% of the equity
interest of each of Hemei, Home Inns Beijing, Huiju Equipment, Jiangsu Home Inns, Huiyi
Equipment, Suzhou Home Inns Trading and Suzhou Huichuang is owned directly or beneficially
by Home Inns HK, a company incorporated in Hong Kong; 100% of the equity interest of Yitel
Hotel Management is owned directly or beneficially by Yitel Hotel HK, a company
incorporated in Hong Kong; 80% of the equity interest of Top Star is owned directly or
beneficially by Ai Home HK, a company incorporated in Hong Kong, and 20% of the equity
interest of Top Star is owned directly or beneficially by Shanghai Chuwen Investment
Holding Co., Ltd., a company incorporated in the PRC and wholly owned by Home Inns
Shanghai; 100% of the equity interest of Home Inns Shanghai is owned directly or
beneficially by Home Inns Beijing. To the best of our knowledge after due inquiry, such
equity interests are free and clear of all liens, encumbrances, equities or claims; the
Articles of Association of each PRC Subsidiary, the business license and other constituent
documents of each PRC Subsidiary comply with the requirements of applicable PRC laws and
are in full force and effect.
 2.
    
    Subsidiaries. Except as disclosed in the Offering Documents, each PRC Subsidiary has
full legal right, power and authority (corporate and other) to own, use, lease and operate
its assets and to conduct its business in the manner presently conducted and as described
in the Offering Documents and is duly qualified to transact business in each jurisdiction
in which it owns or uses or leases properties, conducts any business or in which such
qualification is required. Except as disclosed in the Offering Documents, each PRC
Subsidiary has all necessary licenses, consents, authorizations, approvals, orders,
certificates and permits of and from, and has made all declarations and filings
(collectively, Governmental Authorizations) with any governmental or regulatory agency or
any court in the PRC (Governmental Agencies) to own, lease, license and use its
properties, assets and conduct its business in the manner described in the Offering
Documents and such licenses, consents, authorizations, approvals, orders, certificates or
permits contain no materially burdensome restrictions or conditions not described in the
Offering Documents. To the best of our knowledge, except as described in the Offering
Documents, no PRC Subsidiary has any reason to believe that any regulatory body is
considering modifying, suspending or revoking any such licenses, consents, authorizations,
approvals, orders, certificates or permits. Further, each PRC Subsidiary is in compliance
with the provisions of all such licenses, consents, authorizations, approvals, orders,
certificates or permits in all material respects.
 3.
    
    Corporate Structure. The entering into, and the consummation of the transactions
contemplated in the relevant documents governed by PRC Laws described in the Offering
Documents under SummaryCorporate Structure and History to the extent that PRC Laws are
concerned, constitute legal, valid and binding obligations of all the parties therein, in
accordance with their terms; all necessary steps for transactions contemplated in the
restructuring documents to the extent that PRC Laws are concerned, have been taken and all
consents required from respective parties have been obtained and are in full force and
effect; all governmental approvals, consents, registrations, filings and all necessary
steps required in the PRC for the transactions contemplated therein have been obtained,
made and taken and are in full force and effect.
 4.
    
    Capitalization. All of the equity interests in each PRC Subsidiary are legally owned by
entities as described in the Schedule I hereto, free and clear of all liens, charges, or
transfer or any other encumbrances, equities or claims; each PRC Subsidiary has obtained
all approvals, authorizations, consents and orders, and has made all filings, which are
required under PRC law and regulations for the ownership interest by the Company of its
equity interest in each PRC Subsidiary through Home Inns HK, Yitel Hotel HK and Ai Home HK,
except for that such non-compliance as would not reasonably be expected to have a Material
Adverse Effect; to the best of our knowledge after due inquiry, there are no outstanding
rights, warrants or options to acquire, or
instruments convertible into or exchangeable for, nor any agreements or other obligations to
issue or other rights to convert any obligation into, any equity interest in any PRC
Subsidiary.




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5.
    
    Use of Proceeds. Subject to the assumption that any future application of the proceeds
in the PRC should be in compliance with all applicable PRC laws and all necessary
Governmental Approvals (if any) for such application has been obtained, the application of
the net proceeds to be received by the Company from the Offering as contemplated by the
Offering Documents, will not contravene any provision of applicable PRC law, rule or
regulation, or the Articles of Association, other constitutive documents or the business
license or other constitutive documents of any PRC Subsidiary or contravene the terms or
provisions of, or constitute a default under, any material indenture, mortgage, deed of
trust, loan agreement, note, lease or other agreement or instrument known to us and
governed by the PRC Laws and binding upon any PRC Subsidiary, or any judgment, order or
decree of any Governmental Agency in the PRC.
 6.
    
    Title to Property and Leased Assets. To the best of our knowledge, each PRC Subsidiary
has valid title to all of its properties and assets, in each case, free and clear of all
liens, charges, encumbrances, equities, claims, defects, options or restrictions; each
lease agreement to which such PRC Subsidiary is a party is legally executed; except as
described in the Offering Documents, the leasehold interests of each PRC Subsidiary are
fully protected by the terms of the lease agreements to the extent provided under the PRC
laws, which are valid, binding in accordance with their respective terms under PRC law;
and, to the best of our knowledge, neither the Company nor any PRC Subsidiary owns,
operates, manages or has any other right or interest in any other material real property of
any kind, except as described in the Offering Documents.
 7.
    
    Guarantees. To the best of our knowledge, there are no outstanding guarantees or
contingent payment obligations of any PRC Subsidiary in respect of indebtedness of third
parties except as disclosed in the Offering Documents.
 8.
    
    No Violation. To the best of our knowledge, no PRC Subsidiary or any of its
subsidiaries is in breach or violation of or in default, as the case may be, under (A) its
articles of association, business licenses or any other constituent documents, (B) any
material obligation, indenture, mortgage, deed of trust, bank loan or credit agreement or
other evidence of indebtedness governed by PRC laws, (C) any material obligation, license,
lease, contract or other agreement or instrument governed by PRC laws to which the Company
or any of the subsidiaries is a party or by which any of them or any of their respective
properties may be bound or affected, except for such breach or violation or default as the
case may be, would not reasonably be expected to have a Material Adverse Effect, or (D) any
law, regulation or rule of the PRC, or any decree, judgment or order of any court in the
PRC, applicable to the Company or any of the subsidiaries (nor has any event occurred which
with notice, lapse of time, or both would result in any breach of, or constitute a default
under or give the holder of any indebtedness (or a person acting on such holders behalf)
the right to require the repurchase, redemption or repayment of all or a part of such
indebtedness under).
 9.
    
    Dividends. Except as disclosed in the Offering Documents, all dividends and other
distributions declared and payable on the Home Inns HK, Yitel Hotel HK and Ai Home HKs
equity interest in their respective foreign invested enterprises in Renminbi may under the
current laws and regulations of PRC be payable in foreign currency and may be freely
transferred out of the PRC, and except as disclosed in the Offering Documents, all such
dividends will not be subject to withholding or other taxes under the current laws and
regulations of PRC and are otherwise free and clear of any other tax, withholding or
deduction in the PRC and may be paid without the necessity of obtaining any Government
Authorization from any Governmental Agency in the PRC under the existing PRC laws, except
for standard procedures or formalities required by the competent bureau of foreign exchange
as disclosed in the final Offering Documents.




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10.
    
    Material Contracts. Each of the material contracts governed by PRC laws and listed in
Schedule II hereto (the Material Contracts) has been duly authorized, executed and
delivered by the relevant PRC Subsidiary or the PRC Group Company (as the case may be), and
each such company has, to the extent applicable, taken all necessary corporate actions to
authorize the performance thereof; each such PRC Subsidiary or PRC Group Company (as the
case may be) had the corporate power and capacity to enter into and to perform its
obligations under such Material Contract; each of the Material Contracts to which the
Company or a PRC Subsidiary or a PRC Group Company is a party constitutes a legal, valid
and binding obligation of the
Company or such PRC Subsidiary or PRC Group Company, as the case may be, enforceable against the
Company or such PRC Subsidiary or PRC Group Company, as the case may be, in accordance with
its terms; if applicable, each franchise agreement entered into by Home Inns Shanghai has
been terminated or properly transferred, amended or assigned such that Hemei is the obligor
and beneficiary under such franchise agreement; all Governmental Authorizations required in
the PRC for such transfers, amendments and assignments, if applicable, have been obtained
and are in full force and effect; and all necessary steps for such transfers and
assignments have been taken and all consents required from all counter parties to such
contracts have been obtained and are in full force and effect, other than the filing of
each of the franchise agreements with the relevant authorities for record, which failure to
file as of the date hereof would not reasonably be expected to have a Material Adverse
Effect.
 11.
    
    Trademarks. Each PRC Subsidiary owns or otherwise has the legal right to use, or can
acquire on reasonable terms, trademarks as listed in Schedule III in connection with the
business currently operated by it; except as described in the Offering Documents, to the
best of our knowledge after due inquiry, no PRC Subsidiary has received any notice of
infringement of or conflict with asserted rights of others with respect to any of the
foregoing which, individually or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would result in any Material Adverse Effect;
 12.
    
    Intellectual Property. To the best of our knowledge after due inquiry, none of the PRC
Group Companies possesses any other registered intellectual property except as described in
the Offering Documents and in the Schedule III, and none of the PRC Subsidiaries possesses
valid licenses in full force and effect or otherwise has the legal right to use, or can
acquire on reasonable terms, all material patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), trademarks, service marks
and trade names currently employed by them in the ordinary course of business, and to the
best of our knowledge, none of the PRC Group Companies has received any notice of
infringement of or conflict with asserted rights of others with respect to any of the
foregoing.
 13.
    
    No Violation. The execution and delivery by the Company of, and the performance by the
Company of its obligations under, the Purchase Agreement, the Indenture, the Registration
Rights Agreement, and the Deposit Agreement and the consummation by the Company of the
transactions contemplated herein and therein, including the issue and sale of the Ordinary
Shares and the Offered ADSs under the Purchase Agreement, the Indenture, the Registration
Rights Agreement and the Deposit Agreement, and the compliance by the Company with all of
the provisions of the Purchase Agreement, the Indenture, the Registration Rights Agreement,
and the Deposit Agreement (A) do not and will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known
to us and governed by the PRC Laws and to which any PRC Subsidiary is a party or by which
any such PRC Subsidiary is bound or to which any of the properties or assets of a PRC
Subsidiary is bound or to which any of the properties or assets of any PRC Subsidiary is
subject except for such conflict, breach, violation or default as the case may be, would
not reasonably be expected to have a Material Adverse Effect, (B) do not and will not
result in any violation of the provisions of the articles of association, business licenses
or any other constituent documents of any PRC Subsidiary, (C) do not and will not result in
any violation of any provision of PRC laws
 14.
    
    Absence of Further Action. No Governmental Authorizations from any Governmental Agency
is required for (A) the issue and sale of the Offered Securities at such Closing Date to be
sold by the Company under the Purchase Agreement, (B) upon conversion of the Offered
Securities, the issue of the Underlying ADSs and the Ordinary Shares represented thereby,
(C) upon conversion of the Offered Securities, the deposit of the Ordinary Shares
represented by the ADSs with the Depositary or its nominee, and (D) the consummation by the
Company, the Trustee and the Depositary of the transactions contemplated by this Purchase
Agreement, the Indenture, the Registration Rights Agreement and the Deposit Agreement, as
applicable.
 15.
    
    Absence of Reporting Obligations. There are no reporting obligations under PRC law on
non-PRC holders of the Offered Securities or the Ordinary Shares.




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16.
    
    No Deemed Residence. As a matter of PRC law, no holder of the Offered Securities or
Ordinary Shares who is not a PRC resident for tax or other purpose will be subject to any
personal liability, or be subject to a requirement to be licensed or otherwise qualified to
do business or be deemed domiciled or resident in the PRC, by virtue only of holding such
Offered Securities or Ordinary Shares. There are no limitations under PRC law on the rights
of holders of the Offered Securities or Ordinary Shares who are not PRC residents to hold,
vote or transfer their securities nor any statutory pre-emptive rights or transfer
restrictions applicable to the Ordinary Shares.
 17.
    
    Accurate Description of Law and Documents. The statements set forth in the Offering
Documents under the captions SummaryCorporate Structure and History, Risk Factors,
Dividend Policy, Related Party Transactions, Business, Regulations, Management,
Description of Share Capital, Enforcement of Civil Liabilities and Taxation, insofar
as such statements describe or summarize PRC legal or regulatory matters, or documents,
agreements or proceedings governed by PRC law, are true and accurate, and fairly present or
fairly summarize the PRC legal and regulatory matters, documents, agreements or proceedings
referred to therein; and such statements did not contain an untrue statement of a material
fact, and did not omit to state any material fact necessary to make the statements, in
light of the circumstances under which they were made, not misleading.
 18.
    
    Submission to Jurisdiction. The submission of the Company to the non-exclusive
jurisdiction of the New York Courts, the waiver by the Company of any objection to the
venue of a proceeding in a New York Court, the waiver and agreement of the Company not to
plead an inconvenient forum, and the agreement of the Company that the Purchase Agreement,
the Indenture, the Registration Rights Agreement, and the Deposit Agreement be construed in
accordance with and governed by the laws of the State of New York will be recognized by PRC
courts; service of process effected in the manner set forth in the Purchase Agreement to
the extent that PRC laws are concerned will be effective to confer jurisdiction over the
subsidiaries, assets and property of the Company in the PRC.
 19.
    
    Validity of Indemnification Provisions. The indemnification and contribution provisions
set forth in this Purchase Agreement, the Indenture, the Registration Rights Agreement, and
the Deposit Agreement do not contravene laws of the PRC; assuming due authorization,
execution and delivery by each party thereto, each of the Purchase Agreement, and the
Deposit Agreement is in proper legal form under PRC law for the enforcement thereof against
the Company, subject to compliance with relevant civil procedural requirements; and to
ensure the legality, validity, enforceability or admissibility in evidence of the Purchase
Agreement, the Indenture, the Registration Rights Agreement, and the Deposit Agreement in
the PRC, it is not necessary that any such document be filed or recorded with any court or
other authority in the PRC or that any stamp or similar tax be paid on or in respect of any
such document.
 20.
    
    No Stamp Tax. Except as disclosed in the Offering Documents, no stamp or other issuance
or transfer taxes or duties and no capital gains, income, withholding or other taxes are
payable by or on behalf of the Company, any of its subsidiaries, any Manager,the Depository
or its custodian to the PRC government or any political subdivision or taxing authority
thereof or therein in connection with (A) the creation, issuance, sale and delivery of the
Offered Securities, (B) upon conversion, the issue of ADSs, (C) upon conversion, the
deposit with the Depositary of Ordinary Shares by the Company pursuant to the Deposit
Agreement, (D) the sale and delivery by the Company of the Offered Securities to or for the
accounts of the Purchasers in the manner contemplated in the Purchase Agreement the
Indenture, the Agency and the Deposit Agreement, (D) the execution, delivery and
performance of this Agreement, the Indenture, the Registration Rights Agreement, and the
Deposit Agreement by the Company, or (E) the sale and delivery by the Purchasers of the
Offered Securities to the initial purchasers thereof in the manner contemplated in this
Agreement and the Offering Documents.
 21.
    
    No Licensing Requirement. The entry into, and performance or enforcement of the
Purchase Agreement, the Indenture, the Registration Rights Agreement, and the Deposit
Agreement in accordance with its respective terms will not subject any of the Managers or
the Depositary to any requirement to be licensed or otherwise qualified to do business in
the PRC, nor will any Managers or the Depositary be deemed to be resident, domiciled,
carrying on business through an establishment or place in the PRC or in breach of any laws
or
regulations in the PRC by reason of entry into, performance or enforcement of the Purchase
Agreement and the Deposit Agreement.




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22.
    
    No PRC Liability of Depositary. The Trustee and the Depositary will not (absent
negligence, bad faith or breach of contract and general principle of agency) be subject to
any potential liability under PRC laws for taking any action contemplated in the Indenture
and the Registration Rights Agreement, in the case of the Trustee, and the Deposit
Agreement, in the case of the Depositary.
 23.
    
    No Sovereign Immunity. Under the laws of the PRC, none of the Company or its
subsidiaries, or any of their respective properties, assets or revenues, is entitled to any
right of immunity on the grounds of sovereignty or otherwise from any legal action, suit or
proceeding, set-off or counterclaim, the jurisdiction of any court in the PRC, service of
process, attachment prior to or in aid of execution of judgment, or other legal process or
proceeding for the granting of any relief or the enforcement of any judgment.
 24.
    
    Compliance with PRC Law. To the best of our knowledge following due inquiry, except as
disclosed in the Offering Documents, each of the Company and the PRC Subsidiaries is
currently in compliance with all applicable PRC laws and regulations in all material
aspects, and the issuance, sale and delivery of the Offered Securities by the Company as
described in the Offering Documents will not conflict with or result in a breach or
violation of, the provisions of any applicable PRC laws and the regulations.
 25.
    
    Disclosure. Although we do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Offering Documents, except for those referred to in the
opinion in subsection 19, nothing has come to our attention that leads us to believe that any part
of the Offering Documents (other than the financial statements and related schedules therein, as to
which we express no opinion) or any amendment thereto, as of its effective date or as of such
Closing Date, contained any untrue statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements therein not misleading or
that the Offering Documents (other than the financial statements and related schedules therein, as
to which we express no opinion) or any amendment or supplement thereto, as of its issue date or as
of such Closing Date, contained any untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; We have no reason to believe that the Offering
Documents (other than the financial statements and related schedules therein, as to which we
express no opinion), as of the Applicable Time or as of such Closing Date, contained any untrue
statement of a material fact or omitted to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading.




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SCHEDULE E-4
 FORM OF OPINION OF LI & PARTNERS, HONG KONG COUNSEL TO THE ISSUER
  1.
    
    Incorporation and Continuing Registration
  2.
    
    Corporate Power
  3.
    
    Good Standing
  4.
    
    Share Capital
   5.
    
    Ownership
  6.
    
    No Violation




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7.
    
    Accurate Description
  8.
    
    Absence of Taxes
   a.
    
    the execution or delivery of the Document or the performance by any of
the parties of their respective obligations or enforcement of the Document; or
 b.
    
    the payment of dividends and other distributions declared and payable
on Shares.
 9.
    
    No Capital Gains Taxes
  10.
    
    Dividends
  11.
    
    No Actions against the Company
  12.
    
    Exchange Control Regulation
  13.
    
    No Restrictions on Dividends




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SCHEDULE E-5
 FORM OF OPINION OF EMMET MARVIN & MARTIN LLP, COUNSEL TO THE DEPOSITARY
  1.
    
    The Deposit Agreement has been duly authorized, executed and delivered by the
Depositary and constitutes a valid and binding agreement of the Depositary enforceable
against the Depositary in accordance with its terms, except as enforcement of it may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
similar laws of general application relating to or affecting creditors rights and by
general principles of equity.
 2.
    
    Upon delivery by the Depositary of the ADSs against the deposit of Shares in accordance
with the provisions of the Deposit Agreement, the ADSs will be validly issued and will
entitle the holders of the ADSs and to the rights specified in the Deposit Agreement.
 3.
    
    The legal entity for the issuance of ADSs filed a registration statement for the ADSs
on Form F-6 under the Securities Act of 1933, as amended, (the 1933 Act) (the ADS
Registration Statement), the Commission declared that registration statement effective, to
the best of our knowledge, no stop order suspending the effectiveness of the ADS
Registration or any part thereof has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the 1933 Act, and the ADS Registration
Statement complied as to form, as of its effective date, in all material respects, with the
requirements of the 1933 Act and the rules and regulations thereunder.




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SCHEDULE E-6
 FORM OF OPINION OF CLIFFORD CHANCE, COUNSEL TO THE TRUSTEE
  1.
    
    The Trustee is a banking corporation organized and validly existing and in good
standing under the laws of the State of New York and has full corporate trust power and
authority to enter into and perform its obligations as Trustee under the Indenture.
 2.
    
    The Indenture has been duly authorized, executed and delivered by the Trustee and
constitutes legal, valid and binding obligations of the Trustee enforceable against the
Trustee in accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to creditors rights
generally, and by general principles of equity (regardless of whether considered in a
proceeding in equity or at law) including, without limitation, concepts of reasonableness,
good faith and fair dealing.
 3.
    
    The Securities have been duly authenticated in accordance with the terms of the
Indenture.




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SCHEDULE F
 FORM OF LOCK-UP AGREEMENT
 To:
    
    Credit Suisse Securities (USA) LLCEleven Madison AvenueNew York, NY 10010United States Of AmericaJ.P. Morgan Securities Ltd.125 London WallLondonEC2Y 5AJUnited Kingdom
 Re:
    
    Proposed Offering by Home Inns & Hotels Management Inc. of 2.00% Convertible Senior Notes
Due December 15, 2015




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Very truly yours,Name:Title: