Exhibit 2.2
 HOME INNS & HOTELS MANAGEMENT, INC.
 AS ISSUER
 2.00% CONVERTIBLE SENIOR NOTES DUE DECEMBER 15, 2015
 INDENTURE
 DATED AS OF DECEMBER 21, 2010
 THE BANK OF NEW YORK MELLON
 AS TRUSTEE




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TABLE OF CONTENTS
 PAGEARTICLE 1Definitions and Incorporation by ReferenceSection 1.01. Definitions
    
    
    1Section 1.02. TIA Provisions
    
    
    9Section 1.03. Rules of Construction
    
    
    9ARTICLE 2The SecuritiesSection 2.01. Title and Terms; Principal and Interest
    
    
    10Section 2.02. Denominations
    
    
    10Section 2.03. Form and Dating
    
    
    10Section 2.04. Execution and Authentication
    
    
    12Section 2.05. Registrar, Paying Agent and Conversion Agent
    
    
    13Section 2.06. Paying Agent to Hold Money and Securities in Trus; t
    
    
    14Section 2.07. Holder Lists
    
    
    14Section 2.08. Transfer and Exchange
    
    
    14Section 2.09. Replacement Securities
    
    
    15Section 2.10. Outstanding Securities
    
    
    16Section 2.11. Treasury Securities
    
    
    16Section 2.12. Temporary Securities
    
    
    17Section 2.13. Cancellation
    
    
    17Section 2.14. Additional Transfer and Exchange Requirements
    
    
    17Section 2.15. CUSIP Numbers
    
    
    21Section 2.16. Persons Deemed Owners
    
    
    22Section 2.17. Ranking
    
    
    22ARTICLE 3[Reserved]ARTICLE 4Repurchase of SecuritiesSection 4.01. Repurchase of Securities at Option of Holders
    
    
    22Section 4.02. Effect of Repurchase Notice; Withdrawal
    
    
    26Section 4.03. Deposit of Repurchase Price
    
    
    27Section 4.04. Securities Repurchased in Part
    
    
    27Section 4.05. Repayment to the Company
    
    
    28Section 4.06. Compliance with Securities Laws upon Repurchase of Securities
    
    
    28
  i




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PAGEARTICLE 5ConversionSection 5.01. Conversion Privilege
    
    
    28Section 5.02. Conversion Procedures
    
    
    28Section 5.03. Payment upon Conversion
    
    
    30Section 5.04. Taxes on Conversion
    
    
    30Section 5.05. Company to Provide Stock
    
    
    30Section 5.06. Adjustment of Conversion Rate
    
    
    31Section 5.07. No Adjustment
    
    
    38Section 5.08. Adjustment for Tax Purposes
    
    
    39Section 5.09. Notice of Adjustment
    
    
    39Section 5.10. Adjustment to Conversion Rate upon Certain Fundamental Changes
    
    
    39Section 5.11. Notice of Certain Transactions
    
    
    40Section 5.12. Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege
    
    
    41Section 5.13. Trustees and Agents Disclaimer
    
    
    41Section 5.14. Stockholder Rights Plan
    
    
    42Section 5.15. Exchange in Lieu of Conversion
    
    
    42Section 5.16. Company Determination Final
    
    
    43ARTICLE 6CovenantsSection 6.01. Payment of Securities
    
    
    43Section 6.02. Reports and Certain Information
    
    
    43Section 6.03. Compliance Certificates
    
    
    44Section 6.04. Maintenance of Corporate Existence
    
    
    44Section 6.05. Stay, Extension and Usury Laws
    
    
    44Section 6.06. Maintenance of Office or Agency of the Trustee, Registrar, Paying Agent and Conversion Agent
    
    
    45Section 6.07. Delivery of Certain Information
    
    
    45Section 6.08. Negative Pledge
    
    
    45Section 6.09. Effectiveness of F-6 Registration Statement
    
    
    46Section 6.10. Nasdaq Marketplace Rule Concerning Shareholder Approval
    
    
    46Section 6.11. Amendment to Deposit Agreement
    
    
    46ARTICLE 7Consolidation, Merger, Conveyance, Transfer or LeaseSection 7.01. Company May Consolidate, Etc., Only on Certain Terms
    
    
    46Section 7.02. Successor Substituted
    
    
    46
  ii




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PAGEARTICLE 8Default and RemediesSection 8.01. Events of Default
    
    
    47Section 8.02. Acceleration
    
    
    48Section 8.03. Other Remedies
    
    
    49Section 8.04. Waiver of Defaults and Events of Default
    
    
    50Section 8.05. Control by Majority
    
    
    50Section 8.06. Limitations on Suits
    
    
    50Section 8.07. Rights of Holders to Receive Payment and to Convert
    
    
    51Section 8.08. Collection Suit by Trustee
    
    
    51Section 8.09. Trustee May File Proofs of Claim
    
    
    51Section 8.10. Priorities
    
    
    51Section 8.11. Undertaking for Costs
    
    
    52Section 8.12. Notice of Defaults
    
    
    52ARTICLE 9TrusteeSection 9.01. Certain Duties and Responsibilities of Trustee
    
    
    52Section 9.02. Certain Rights of Trustee
    
    
    53Section 9.03. Trustee Not Responsible for Recitals or Issuance or Securities
    
    
    55Section 9.04. May Hold Securities
    
    
    55Section 9.05. Moneys Held in Trust
    
    
    55Section 9.06. Compensation and Reimbursement
    
    
    56Section 9.07. Reliance on Officers Certificate
    
    
    57Section 9.08. Disqualification; Conflicting Interests
    
    
    57Section 9.09. Corporate Trustee Required; Eligibility
    
    
    57Section 9.10. Resignation and Removal; Appointment of Successor
    
    
    57Section 9.11. Acceptance of Appointment by Successor
    
    
    58Section 9.12. Merger, Conversion, Consolidation or Succession to Business
    
    
    59Section 9.13. Preferential Collection of Claims against the Company
    
    
    59Section 9.14. Reports By Trustee To Holders
    
    
    59ARTICLE 10Amendments, Supplements and WaiversSection 10.01. Without Consent of Holders
    
    
    60Section 10.02. With Consent of Holders
    
    
    61Section 10.03. Revocation and Effect of Consents
    
    
    61Section 10.04. Notation on or Exchange of Securities
    
    
    62Section 10.05. Trustee to Sign Amendments, Etc
    
    
    62Section 10.06. Effect of Supplemental Indentures
    
    
    62
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PAGEARTICLE 11[Reserved]ARTICLE 12Satisfaction and DischargeSection 12.01. Satisfaction and Discharge of the Indenture
    
    
    62Section 12.02. Repayment to the Company
    
    
    63ARTICLE 13MiscellaneousSection 13.01. Indenture Controls
    
    
    63Section 13.02. Notices
    
    
    63Section 13.03. Communications by Holders with Other Holders
    
    
    65Section 13.04. Certificate and Opinion as to Conditions Precedent
    
    
    65Section 13.05. Record Date for Vote or Consent of Holders
    
    
    65Section 13.06. Rules by Trustee, Paying Agent, Registrar and Conversion Agent
    
    
    66Section 13.07. Legal Holidays
    
    
    66Section 13.08. Submission to Jurisdiction
    
    
    66Section 13.09. Governing Law
    
    
    67Section 13.10. No Adverse Interpretation of Other Agreements
    
    
    67Section 13.11. No Recourse Against Others
    
    
    67Section 13.12. Successors
    
    
    67Section 13.13. Multiple Counterparts
    
    
    67Section 13.14. Separability
    
    
    67Section 13.15. Calculations in Respect of the Securities
    
    
    67Section 13.16. Table of Contents, Headings, Etc
    
    
    67Section 13.17. Force Majeure
    
    
    67Section 13.18. Right to Require Agents to Act
    
    
    68Section 13.19. Business and Contractual Relationships with the Company
    
    
    68Section 13.20. Anti-money Laundering and Terrorism
    
    
    68
  iv




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Exhibit A
    
    Form of Security:- Assignment FormExhibit B
    
    Form of Restricted Stock LegendExhibit C
    
    Form of Transfer CertificateExhibit D
    
    Form of Rider 144A Conversion NoticeExhibit E
    
    Form of International Conversion NoticeExhibit F
    
    Form of Notice of Transfer Pursuant to Registration StatementExhibit G
    
    Form of Fundamental Change Repurchase Notice
  v




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Company Trustee
 Recitals
 Initial Securities Securities
    ARTICLE 1  Definitions and Incorporation by Reference
 Definitions
 ADS
 Additional Interest
 Additional Securities
 Additional Shares




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Affiliate
 Agent
 Agent Members
 Applicable Procedures
 Bankruptcy Law
 beneficially own beneficially owned
 beneficial owner
 Board of Directors
 Board Resolution
 Business Day
 Capital Stock
 cash
 Certificated Security
 Clearstream
 Close of Business
  2




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Closing Date
 Closing Sale Price
 Common Stock
 Company
 Company Order
 Companys Filing Obligations
 Conversion Agent
 Conversion Date
 Conversion Notice
 Conversion Price
 Conversion Rate
 Corporate Trust Office
 Custodian
  3




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Default default
 Deposit Agreement
 Depositary
 Designated Institution
 Distribution Compliance Period
 DTC
 DTC Custodian
 Event of Default
 Ex Date
 Exchange Act
 Euroclear
 Expiration Date
 Final Offering Circular
 Free Trade Date
 Freely Tradable
  4




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Fundamental Change
 Fundamental Change Company Notice
 Fundamental Change Repurchase Date
 Fundamental Change Repurchase Price
 GAAP
 Global Security
 Holder
 Indenture
 Initial Purchasers
 Initial Securities
 Interest Payment Date
 International Certificated Security
 International Global Security
 International Securities
 Legal Holiday
 Make-Whole Effective Date
 Make-Whole Fundamental Change
  5




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Market Disruption Event
 Maturity Date
 Merger Event
 Notice of Default
 Officer
 Officers Certificate provided, however
 Opening of Business
 Opinion of Counsel
 Ordinary Share
 outstanding
 Paying Agent
 Person person
 Purchase Agreement
  6




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QIB
 Record Date
 Reference Property
 Register
 Registrar
 Registration Rights Agreement
 Regulation S
 Repurchase Date
 Repurchase Notice
 Repurchase Price
 Restricted Securities Legend Exhibit A
 Restricted Security
 Restricted Stock Legend Exhibit B
 Rights Plan
 Rule 144
 Rule 144A
 Rule 144A Certificated Security
 Rule 144A Global Security
  7




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Rule 144A Information
 Rule 144A Securities
 Scheduled Trading Day Scheduled Trading Day
 SEC
 Security Securities
 Securities Act
 Securities Custodian
 Significant Subsidiary
 Spin-Off
 Stock Price
 Subsidiary
 TIA
  8




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Trading Day Trading Day
 transfer
 Trigger Event
 Trustee
 Trust Officer
 Valuation Period
 Vice President
 Voting Stock
 TIA Provisions
 Rules of Construction
       9




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ARTICLE 2  The Securities
 Title and Terms; Principal and Interest
      Denominations
 Form and Dating Exhibit A
  10




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provided, however
 Global Securities
 Exhibit A-1 Global
Securities Exhibit A-2
  Exhibit A Exhibit A
  11




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Book Entry Provisions Agent Members
 Certificated Securities
 Restrictive Legends
 Execution and Authentication
   Company Order provided,
however provided,
further
  12




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Registrar, Paying Agent and Conversion Agent Registrar Paying Agent Conversion Agent Register
     13




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Paying Agent to Hold Money and Securities in Trust
  Holder Lists
 Transfer and Exchange.
 provided, however Exhibit A
  14




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Replacement Securities
     15




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Outstanding Securities outstanding
        Treasury Securities
  16




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Temporary Securities
 Cancellation
  Additional Transfer and Exchange Requirements
 Transfer and Exchange of Global Securities
   17




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Transfer and Exchange of Certificated Securities
    Transfers of Certificated Securities for Beneficial Interest in Global Securities
    18




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provided, however
 Transfers to the Company
 Transfer Restrictions
 Restricted Securities transfer
   19




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Legends on the ADSs
    Exhibit G
  20




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Exhibit C
   CUSIP Numbers
   21




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Persons Deemed Owners
 Ranking
 ARTICLE 3  [Reserved]
 ARTICLE 4  Repurchase of Securities
 Repurchase of Securities at Option of Holders
 Repurchase of Securities at Option of Holders upon a Fundamental Change Fundamental Change Repurchase Date Fundamental Change Repurchase Price provided, however
  22




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Fundamental Change
  provided, however
     beneficial owner
  23




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beneficially own beneficially owned
 board of directors
 Capital Stock
 person group group
 Voting Stock
 Fundamental Change Company Notice
         24




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provided, however provided further, however
  [Reserved]
  25




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Repurchase Notice Exhibit
F Repurchase Notice
         Effect of Repurchase Notice; Withdrawal
  26




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Deposit of Repurchase Price
  Securities Repurchased in Part
  27




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Repayment to the Company
 Compliance with Securities Laws upon Repurchase of Securities
   ARTICLE 5  Conversion
 Conversion Privilege Conversion Period Start Date
 Conversion Procedures Exhibit D Exhbit F Exhibit E Exhbit F Conversion Notice Conversion Date
  28




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provided however
    29




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Payment upon Conversion
 provided however
  Taxes on Conversion
 Company to Provide Stock
   30




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provided however
  Adjustment of Conversion Rate
  CR1=CR0
    
    X
    
    OS1OS0
 whereCR0
    
    =
    
    the Conversion Rate in effect immediately prior
to the Opening of Business on the Ex Date of such
dividend or distribution, or the effective date of
such subdivision or combination, as applicable;CR1
    
    =
    
    the Conversion Rate in effect immediately after
the Opening of Business on such Ex Date or
effective date;
  31




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OS0
    
    =
    
    the number of shares of Ordinary Shares
outstanding immediately prior to the Opening of
Business on such Ex Date or effective date; andOS1
    
    =
    
    the number of shares of Ordinary Shares
outstanding immediately after the Opening of
Business on such Ex Date or effective date after
giving effect to such dividend, distribution,
subdivision or combination.
   CR1=CR0
    
    X
    
    OS0 + XOS0 + Y
 whereCR0
    
    =
    
    the Conversion Rate in effect immediately prior
to the Opening of Business on the Ex Date for such
issuance;CR1
    
    =
    
    the Conversion Rate in effect immediately after
the Opening of Business on such Ex Date for such
issuance;OS0
    
    =
    
    the number of Ordinary Shares outstanding
immediately prior to the Opening of Business on
such Ex Date;X
    
    =
    
    the total number of Ordinary Shares (directly or
in the form of ADSs) issuable pursuant to such
rights, warrants or options; andY
    
    =
    
    the number of Ordinary Shares equal to the
aggregate price payable to exercise such rights or
warrants divided by the quotients of (a) the
average of the Closing Sale Prices
of the ADSs for the 10 consecutive Trading Days immediately preceding the date that the
distribution of such rights, warrants or options was first publicly announced, divided by
the number of Ordinary Shares then represented by one ADS.
  32




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33




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CR1=CR0
    
    X
    
    OS0SPO0  FMV
 whereCR0
    
    =
    
    the Conversion Rate in effect immediately prior
to the Opening of Business on the Ex Date for such
distribution;CR1
    
    =
    
    the Conversion Rate in effect immediately after
the Opening of Business on such Ex Date;SP0
    
    =
    
    the average of the Closing Sale Prices of the
ADSs over the 10 consecutive Trading Day period
ending on the Trading Day immediately preceding
the Ex Date for such distribution divided by the
number of Ordinary Shares then represented by one
ADS; andFMV
    
    =
    
    the fair market value (as determined by the
Board of Directors of the Company) of the Ordinary
Shares, evidences of indebtedness, assets, or
property distributed with respect to each
outstanding Ordinary Share, as of the Opening of
Business on the Ex Date for such distribution.
  Trigger Event
   34




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Spin-Off
 CR1=CR0
    
    X
    
    FMV0 + MP0MP0
 whereCR0
    
    =
    
    the Conversion Rate in effect immediately prior to the end of the Valuation Period (as defined
below);CR1
    
    =
    
    the Conversion Rate in effect immediately after the end of the Valuation Period;FMV0
    
    
    
    the average of the Closing Sale Prices of the Capital Stock or similar equity interest distributed
to holders of Ordinary Shares (directly or in the form of ADSs) applicable to one of our Ordinary
Shares over thefirst 10 consecutive Trading Days after, and including, the effective date of the Spin-Off (the
Valuation Period); andMP0
    
    =
    
    the average of the Closing Sale Prices of the ADSs over the Valuation Period divided by the number
of Ordinary Shares then represented by one ADS.
 provided
   35




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CR1=CR0
    
    X
    
    SP0SP0- C
 whereCR0
    
    =
    
    the Conversion Rate in effect immediately prior
to the Opening of Business on the Ex Date for such
dividend or distribution;CR1
    
    =
    
    the Conversion Rate in effect immediately after
the Opening of Business on the Ex Date for such
dividend or distribution;SP0
    
    =
    
    the average Closing Sale Price of an ADS over
the ten consecutive Trading Day period ending on
the Trading Day immediately preceding the Ex Date
for such dividend or distribution divided by the
number of Ordinary Shares then represented by one
ADS; andC
    
    =
    
    the amount in cash per share the Company
distributes to holders of Ordinary Shares
(directly or in the form of ADSs).
  Expiration Date
 CR1=CR0
    
    X
    
    AC0 + (SP1 x OS1)OS0 x SP1
 whereCR0
    
    =
    
    the Conversion Rate in effect immediately prior to the Expiration Date;CR1
    
    =
    
    the Conversion Rate in effect immediately after the Expiration Date;
  36




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AC
    
    =
    
    the aggregate value of all cash and any other consideration (as determined by the Board of Directors
of the Company) paid or payable for shares purchased in such tender or exchange offer;OS0
    
    =
    
    the number of Ordinary Shares outstanding immediately prior to the date such tender or exchange offer
expires;OS1
    
    =
    
    the number of Ordinary Shares outstanding immediately after the date such tender or exchange offer
expires (after giving effect to the purchase of all shares accepted for purchase or exchange in such
tender or exchange offer); andSP1
    
    =
    
    the average of the Closing Sale Prices of the ADSs over the 10 consecutive Trading Day period
commencing on the Trading Day next succeeding the date such tender or exchange offer expires divided by
the number of Ordinary Shares then represented by one ADS.
 provided
     37




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No Adjustment provided
     38




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Adjustment for Tax Purposes
 Notice of Adjustment
  Adjustment to Conversion Rate upon Certain Fundamental Changes Make-Whole Fundamental Change Additional Shares
 Schedule A Make-Whole Effective Date Stock Price
  39




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Schedule A
      Notice of Certain Transactions
      40




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Effect of Reclassification, Consolidation, Merger or Sale on Conversion
Privilege Merger Event Reference Property
  Trustees and Agents Disclaimer
  41




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Stockholder Rights Plan Rights Plan
 Exchange in Lieu of Conversion
  Designated Institution
    42




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Company Determination Final
 ARTICLE 6  Covenants
 Payment of Securities
 provided however
 Reports and Certain Information
 provided however
  43




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Compliance Certificates
 Maintenance of Corporate Existence
 Stay, Extension and Usury Laws
  44




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Maintenance of Office or Agency of the Trustee, Registrar, Paying Agent and
Conversion Agent
 Delivery of Certain Information
 Negative Pledge
  international investment securities
  
  45




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Effectiveness of F-6 Registration Statement
 Nasdaq Marketplace Rule Concerning Shareholder Approval
 Amendment to Deposit Agreement
 ARTICLE 7  Consolidation, Merger, Conveyance, Transfer or Lease
 Company May Consolidate, Etc., Only on Certain Terms
    Successor Substituted
  46




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ARTICLE 8  Default and Remedies
 Events of Default
         47




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Acceleration
 ipso facto
   48




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Companys Filing
Obligations provided however
 Other Remedies
   49




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Waiver of Defaults and Events of Default
 Control by Majority provided
 Limitations on Suits
        50




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Rights of Holders to Receive Payment and to Convert
 Collection Suit by Trustee
 Trustee May File Proofs of Claim
 Priorities
 First
 Second
 Third
  51




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Undertaking for Costs
 Notice of Defaults
 ARTICLE 9  Trustee
 Certain Duties and Responsibilities of Trustee
    52




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Certain Rights of Trustee
   53




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54




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inter alia
     Trustee Not Responsible for Recitals or Issuance or Securities
    May Hold Securities
  Moneys Held in Trust
  55




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Compensation and Reimbursement
     56




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Reliance on Officers Certificate
 Disqualification; Conflicting Interests
 Corporate Trustee Required; Eligibility
 Resignation and Removal; Appointment of Successor
   57




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Acceptance of Appointment by Successor
   58




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Merger, Conversion, Consolidation or Succession to Business
 Preferential Collection of Claims against the Company
 Reports By Trustee To Holders
  59




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ARTICLE 10  Amendments, Supplements and Waivers
 Without Consent of Holders
       provided provided further
       60




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With Consent of Holders
            Revocation and Effect of Consents
  61




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Notation on or Exchange of Securities
 Trustee to Sign Amendments, Etc
 Effect of Supplemental Indentures
 ARTICLE 11  [Reserved]
 ARTICLE 12  Satisfaction and Discharge
 Satisfaction and Discharge of the Indenture
     62




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Repayment to the Company
 ARTICLE 13  Miscellaneous
 Indenture Controls
 Notices
  
  63




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provided
     64




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Communications by Holders with Other Holders
 Certificate and Opinion as to Conditions Precedent
         provided
 Record Date for Vote or Consent of Holders
  65




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Rules by Trustee, Paying Agent, Registrar and Conversion Agent
 Legal Holidays Legal Holiday
 Submission to Jurisdiction
     66




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Governing Law
 No Adverse Interpretation of Other Agreements
 No Recourse Against Others
 Successors
 Multiple Counterparts
 Separability
 Calculations in Respect of the Securities
 Table of Contents, Headings, Etc
 Force Majeure
  67




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Force Majeure Event
 Right to Require Agents to Act
 Business and Contractual Relationships with the Company
 Anti-money Laundering and Terrorism
 [Signature Page Follows]
  68




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HOME INNS & HOTELS MANAGEMENT INC.By:
    /s/ Huiping YanName:
    Huiping YanTitle:
    CFOTHE BANK OF NEW YORK MELLON, as TrusteeBy:
    /s/ Eva TamName:
    Eva TamTitle:
    Vice President




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SCHEDULE A
  Make Whole Effective
    
    Stock PriceDate
    
    $41.14
    
    
    $45.00
    
    
    $50.00
    
    
    $55.00
    
    
    $60.00
    
    
    $70.00
    
    
    $80.00
    
    
    $90.00
    
    
    $100.00
    
    
    $125.00December 22, 2010
    
    
    4.0512
    
    
    
    3.7535
    
    
    
    2.8771
    
    
    
    2.2315
    
    
    
    1.7469
    
    
    
    1.0909
    
    
    
    0.6897
    
    
    
    0.4343
    
    
    
    0.2669
    
    
    
    0.1256December 15, 2011
    
    
    4.0512
    
    
    
    3.7218
    
    
    
    2.7940
    
    
    
    2.1804
    
    
    
    1.7244
    
    
    
    1.0428
    
    
    
    0.6390
    
    
    
    0.3904
    
    
    
    0.2332
    
    
    
    0.1020December 15, 2012
    
    
    4.0512
    
    
    
    3.6996
    
    
    
    2.7440
    
    
    
    2.1076
    
    
    
    1.5965
    
    
    
    0.9125
    
    
    
    0.5278
    
    
    
    0.3033
    
    
    
    0.1686
    
    
    
    0.0583December 15, 2013
    
    
    4.0512
    
    
    
    3.5218
    
    
    
    2.5994
    
    
    
    1.8338
    
    
    
    1.3018
    
    
    
    0.6654
    
    
    
    0.3423
    
    
    
    0.1726
    
    
    
    0.0807
    
    
    
    0.0115December 15, 2014
    
    
    4.0512
    
    
    
    3.1880
    
    
    
    1.9907
    
    
    
    1.2284
    
    
    
    0.7511
    
    
    
    0.2755
    
    
    
    0.0981
    
    
    
    0.0306
    
    
    
    0.0033
    
    
    
    0.0000December 15, 2015
    
    
    4.0512
    
    
    
    1.9662
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000




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EXHIBIT A
 [FORM OF FACE OF SECURITY]
 1
   
 1
    
    This legend is to be included only if the Security is a Global Security.*
    
    In the case of the Rule 144A Global Notes.  A-1




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2
 
 2
    
    This legend is to be included only if the Security is a Registered Security.**
    
    In the case of the International Global Notes.  A-2




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1**
      A-3




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2**
  A-4




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Home Inns & Hotels Management Inc.
  No. 1
    
    U.S. $[]
 *3 **4
 * **
 
     
 3
    
    In the case of the Rule 144A Global Notes.4
    
    In the case of the International Global Notes.  A-5




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HOME INNS & HOTELS MANAGEMENT INC.By:Name:Title:Date: TRUSTEES CERTIFICATION OF
AUTHENTICATION
THE BANK OF NEW YORK MELLON
as Trustee, certifies that this is one of the
Securities described in the within-mentioned
Indenture.By:Name:Authorized SignatoryDate:  A-6




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[FORM OF REVERSE SIDE OF SECURITY]
 Home Inns & Hotels Managements Inc.
 2.00% Convertible Senior Notes due December 15, 2015
 Securities Indenture Trustee TIA
 1.
    
    Interest.
   2.
    
    Method of Payment.
   A-7




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##### 



3.
    
    Paying Agent, Registrar and Conversion Agent.
  4.
    
    Indenture.
  5.
    
    Negative Pledge.
   international investment securities
 security
 6.
    
    Repurchase by the Company at the Option of the Holder upon a Fundamental
Change.
   A-8




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##### 



7.
    
    Conversion.
   8.
    
    Denominations; Transfer; Exchange.
  9.
    
    Persons Deemed Owners.
   A-9




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10.
    
    Unclaimed Money or Securities.
  11.
    
    Amendment, Supplement and Waiver.
  12.
    
    Additional Securities.
  13.
    
    Defaults and Remedies.
   14.
    
    Registration Rights; Additional Interest.
   A-10




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15.
    
    No Recourse Against Others.
  16.
    
    Trustee Dealings with the Company.
  17.
    
    Authentication.
  18.
    
    Abbreviations.
  19.
    
    Indenture to Control; Governing Law.
  20.
    
    Copies of Indenture.
   A-11




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SCHEDULE OF EXCHANGES OF SECURITIES 5
  PrincipalAmount of thisAuthorized
    
    Decrease in
    
    Increase in
    
    Global SecurityDate of
    
    Signatory of
    
    Principal
    
    Principal
    
    Following SuchDecrease or
    
    Securities
    
    Amount of this
    
    Amount of this
    
    Decrease orIncrease
    
    Custodian
    
    Global Security
    
    Global Security
    
    Increase
 
 5
    
    This schedule is to be included only if the Security is a Global Security.  A-12




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##### 



ASSIGNMENT FORM
   
 
   Your SignatureDate:(Sign exactly as your name appears on the other side of this Security)
  (i)
    
    The signature on this transfer form must correspond to the name as it appears on the face of
this Note in every particular.
 (ii)
    
    A representative of the Holder should state the capacity in which he or she signs (e.g.,
executor).
 (iii)
    
    The signature of the person effecting the transfer shall conform to any list of duly
authorized specimen signatures supplied by the registered holder or shall be certified by a
recognized bank, notary public or in such other manner as the Paying Agent, acting in its
capacity as transfer agent or the Trustee, acting in its capacity as registrar, may require.
  A-13




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##### 



EXHIBIT B
 Form of Restricted ADS Legend
    B-1




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##### 



EXHIBIT C
 Form of Transfer Certificate
   Surrendered Securities transfer
 o
 o
 o
 o
 o
 Affiliate
 o
 o
 Date:By:
  C-1




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##### 



Note
     C-2




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##### 



EXHIBIT D
 RULE 144A NOTE CONVERSION NOTICE
 
  Please read the notes at the end of this Notice before completing this Notice.
  The Bank of New York Mellon  Conversion Agent  101 Barclay Street  Floor 4 East  New York, New York 10286  Facsimile No.: (212) 815-5802 or (212) 815-5803  Attention: Global Corporate Trust
 with a copy to:
 The Bank of New York Mellon  12/F Three Pacific Place  1 Queens Road East  Hong Kong  Facsimile No.: (852) 2295-3283  Attention: Global Corporate Trust
 Please enter principal amount and serial or identifying numbers of the Rule 144A Notes to be
converted:
 Total principal amount of Rule 144A Notes
to be converted:Serial
or identifying number of Rule 144A
Notes*:CUSIP
number of Rule 144A Notes:
    
    43713W AA5
 *
    
    Not required for Rule 144A Notes represented by a Rule 144A Global Note.  D-1




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##### 



To:
    
    Home Inns & Hotels Management Inc. (the Company)The Bank of New York Mellon, Conversion Agent
  A.
 1.
    
    Name, address, securities account and bank account of the person in whose name ADSs required to
be delivered on conversion are to be registered or to be paid
 Name:Social
Security or Tax ID number:Account
Name and Number:Address:
 2.
    
    I/We hereby request that the ADSs (together with any cash) required to be delivered upon
conversion of the Rule 144A Notes specified above be registered in the name of the person specified
in item 1 above.
   D-2




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##### 



Please read and complete Items B through E below:
 B.
    
    The Rule 144A Notes converted hereby and any documents required in relation to the
declarations below or to verify the same accompany this form.
 C.
    
    I/We hereby declare that any applicable condition to conversion of the Rule 144A Notes, if
any, has been complied with by me/us, and that I/we am/are not acting on behalf of the Company
or any of its affiliates.
 D.
    
    I/We hereby declare that all stamp, issue, registration or similar taxes and duties payable
under the Indenture on conversion of the Rule 144A Notes in the jurisdiction where the Rule
144A Notes are delivered to the Conversion Agent have been paid.
 E.
    
    Converting holder Information and Signature:
 Please complete the following information with respect to the converting holder:
 Name:Date:Signature:Address:Contact
Person:Daytime
Telephone No.:Fax
No.:
  D-3




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##### 



1.
    (A)
    Rule 144A Notes conversion identification
reference: Home Inns & Hotels Management
Inc. 2.00% Rule 144A Convertible Senior Notes
Due 2015 (CUSIP 585147AA9)(B)
    Conversion Date:2.
    (A)
    Aggregate principal amount of Rule 144A Notes deposited for conversion:(B)
    Conversion Price on Conversion Date:(C)
    Number of ADS deliverable:
 3.
    
    (If applicable) amount of cash payment due to converting Holder in respect of fractions of
ADS due to a consolidation or re-classification of ADSs:
 N.B.
    
    The Conversion Agent must complete items 1 and 2 and (if applicable) 3.
  D-4




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##### 



NOTES
     D-5




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##### 



EXHIBIT E
 INTERNATIONAL NOTE CONVERSION NOTICE
 
  Please read the notes at the end of this Notice before completing this Notice.
 Please fax the completed International Note Conversion Notice to:
 The Bank of New York Mellon  Conversion Agent  101 Barclay Street  Floor 4 East  New York, New York 10286  Facsimile No.: (212) 815-5802 or (212) 815-5803  Attention: Global Corporate Trust\
 with a copy to:
 The Bank of New York Mellon  12/F Three Pacific Place  1 Queens Road East  Hong Kong  Facsimile No.: (852) 2295-3283  Attention: Global Corporate Trust
 Please enter principal amount and serial or identifying numbers of International Notes to be
converted:
 Total principal amount of International
Notes to be converted:Serial
or identifying number of
International Notes*:ISIN
number of International Notes:
    
    XS0571110898
 *
    
    Not required for International Notes represented by an International Global Note.  E-1




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##### 



TO:
    
    Home Inns & Hotels Management Inc. (the Company)
The Bank of New York Mellon  Conversion Agent
  Please complete the form below:
 A.
 1.
    
    Name, address and securities account and bank account of the person in whose name ADSs are to
be registered or to be paid upon conversion of the International Notes:
 Name:Account
Name and Number:Address:
 2.
    
    I/We hereby request that for the ADSs (together with any cash) delivered upon conversion of
the International Notes specified above be registered in the name of the person specified in
item 1 above.
    E-2




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##### 



Please read and complete Items B through E below:
 B.
    
    The International Notes converted hereby and any documents required in relation to the
declarations below or to verify the same accompany this form.
 C.
    
    I/We hereby declare that any applicable condition to conversion of the International Notes,
if any, has been complied with by me/us, and that I/we am/are not acting on behalf of the
Company or any of its affiliates.
 D.
    
    I/We hereby declare that all stamp, issue, registration or similar taxes and duties payable
under the Indenture on conversion of the International Notes in the jurisdiction where the
International Notes are delivered to the Conversion Agent have been paid.
 E.
    
    Converting Holder Information and Signature:
 Please complete the following information with respect to the converting Holder
 Name:Date:Signature:Address:Contact Person:Daytime
Telephone No.:Fax
No.:
  E-3




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##### 



For Conversion Agents use only:
 1.
    (A)
    International Notes conversion identification
reference: Home Inns & Hotels Management
Inc. 2.00% International Convertible Senior
Notes Due December 15, 2015 (ISIN:
XS0176066388)(B)
    Conversion Date:2.
    (A)
    Aggregate principal amount of International Notes deposited for conversion:(B)
    Conversion Price on Conversion Date:(C)
    Number of ADSs deliverable:
 3.
    
    (If applicable) amount of cash payment due to converting Holder in respect of fractions of
ADSs due to a consolidation or re-classification of ADSs:
 N.B.
    
    The Conversion Agent must complete items 1 and 2 and (if applicable) 3.
  E-4




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##### 



NOTES
     E-5




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##### 



EXHIBIT F
 Form of Notice of Transfer Pursuant to Registration Statement
 
 
 
 Re:
    
    Home Inns & Hotels Management Inc. (the Company) 2.00% Convertible
Senior Notes due December 15, 2015 (the Securities)
  ADSs
 
 Very truly yours,(Name)
  F-1




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##### 



EXHIBIT G
 FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE
 
 
 Re:
    
    Home Inns & Hotels Managements Inc. (the Company)2.00% Convertible Senior Notes due December 15, 2015
  
  
  Signed:
  G-1