EX-4.5



 


Exhibit 4.5




Execution Copy




Dated April 18th, 2007




WINNER CROWN HOLDINGS LIMITED

(“Party A”)




and




MS. TONG TONG ZHAO

(“Party B”)




and




MR. JOHN JIONG WU

(“Party C”)




and




INVESTORS

(“Party D”)




and




CHINA LODGING GROUP, LIMITED

(“Company”)

 






SUPPLEMENTAL AGREEMENT




of




ORDINARY SHARE AND SERIES A PREFERRED SHARE

PURCHASE AGREEMENT




Relating to




CHINA LODGING GROUP, LIMITED

 






 









 






Execution Copy



THIS SUPPLEMENTAL AGREEMENT (this “Agreement”) is made and entered into as of April
18th, 2007 by and between:





	1.	 	WINNER CROWN HOLDINGS LIMITED, a company incorporated in the British Virgin Islands under
company No. 618532 having its registered office at Akara Bldg., 24 De Castro Street, Wickhams
Cay I, Road Town, Tortola, British Virgin Islands (“Party A”);
	 
	2.	 	MS. TONG TONG ZHAO, (Canadian passport number: JW698597), 5-22C, 118 Ziyun Road, Shanghai,
200051, P.R.China (“Party B”);
	 
	3.	 	MR. JOHN JIONG WU, (United States passport number: 302014663), 774 Mays Blvd. #Ste 10 — 337,
Incline Village, NV 89452, USA (“Party C”);
	 
	4.	 	MR. QI JI, (PRC passport number: G11395585), B1-1102, Haitian Garden, 1481 Huqingping Road,
Shanghai, 201702, P.R.China;
	 
	5.	 	Each of the holder of the Series A Preferred Shares (persons or entities) listed on Schedule
A hereto (collectively “Investors” and each the “Investor”)
	 
	6.	 	CHINA LODGING GROUP, LIMITED, a company incorporated in Cayman Islands under company No.
179930 having its registered office at the office of Offshore Incorporations (Cayman) Limited,
Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman
Islands(“the Company”).





WHEREAS:





	A.	 	All parties have entered into an Ordinary Share and Series A Preferred Share Purchase
Agreement (“the SPA”) dated February 4th 2007;
	 
	B.	 	In the section 9 (“the Section”) of the SPA, all parties agreed that unless all the
conditions precedent set out in section 5 and section 6 of the SPA is fulfilled or waived on
or before 1st May, 2007, the SPA shall be terminated on 1st May, 2007;
	 
	C.	 	All parties agreed to enter into this Agreement to modify the Section .





WITNESSETH




THE PARTIES HEREBY AGREE AS FOLLOWS:




	1.	 	Definitions and Interpretation
	 
	 	 	Unless otherwise stated in this Agreement, terms defined in the SPA shall have the same
meanings when used herein.




1









 











Execution Copy





	2.	 	Modification of the Section
	 
	 	 	All Parties agreed to modify the Section as following:






     Each party hereto shall use its best endeavors to fulfill or procure the fulfillment of
the conditions specified in Section 5 and Section 6 (“Conditions Precedent”) relating to
it/him on or before the date of Completion. If any of the Conditions Precedent relating to
any Party hereto is not fulfilled or waived in writing by the other Parties so entitled to
do so in accordance with the foregoing provisions of this Section on or before
1st July, 2007, then unless the other Parties hereto agree otherwise in writing,
this Agreement shall forthwith cease to have further effect and be null and void and no
party hereto shall have any obligation or liability to or any claim or demand against any
other parties hereto under this Agreement, except for any antecedent obligations and
liabilities and except for any failure to use its best endeavors to fulfill or procure the
fulfillment of the Conditions Precedent relating to it/him as aforesaid




	3.	 	Governing Law and Dispute Resolution.
	 
	 	 	This Agreement shall be construed and governed by the laws of the People’s Republic of
China. Any dispute or difference arising out of or in connection with this Agreement shall
be referred to and determined by arbitration at China International Economic and Trade
Arbitration Commission in accordance with its applicable Arbitration Rules if the dispute
cannot be settled through amicable consultation. The arbitration shall be conducted in
Shanghai, and the language used in arbitration shall be Chinese. The arbitration award shall
be final and binding on the Parties.






	4.	 	Counterparts.
	 
	 	 	This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
	 
	5.	 	Entire Agreement.
	 
	 	 	This Agreement constitutes the entire agreement and understanding between the parties and,
unless express stated herein otherwise, supersedes all previous proposals, representations,
warranties, agreements or undertakings relating thereto, whether oral, written or otherwise.





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2









 









          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.




	 	 	 	 	 
	SIGNED by

		 	)	 
	 
	 	 	 	 
	for and on behalf of WINNER

	)	 
	CROWN HOLDINGS LIMITED

	 	)	 
	in the presence of:-

		 	)	 
	 
	 	 	 	 
	

SIGNED by

		 	)	 
	 
	 	 	 	 
	MS. TONG TONG ZHAO

	 	)	 
	in the presence of:-

		 	)	 
	 
	 	 	 	 
	

SIGNED by

		 	)	 
	 
	 	 	 	 
	MR. JOHN JIONG WU

	 	)	 
	in the presence of:-

		 	)	 
	 
	 	 	 	 
	SIGNED by

		 	)	 
	 
	 	 	 	 
	for and on behalf of POWERHILLS
	 	)	 
	HOLDING LIMITED

	 	)	 
	in the presence of:-

		 	)	 
	 
	 	 	 	 
	SIGNED by

		 	)	 
	 
	 	 	 	 
	for and on behalf of CHINA

	 	)	 
	LODGING GROUP LIMITED

	 	)	 
	in the presence of:-

		 	)	 
















 






SCHEDULE A




INVESTORS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Series A
	 	 	 	 	 	 	Preferred
	 	 	 	 	 	 	Shares
	Investor(s)	 	Identification	 	Address	 	Subscribed
	Powerhill Holding Limited

	 	Company No. 571975
	 	P.O. Box 957,
Offshore
Incorporations
Centre, Road Town,
Tortola, British
Virgin Islands
	 	 	40,000,000	 
	 
	 	 	 	 	 	 	 	 
	Mr. John Jiong WU

	 	United States passport No. 302014663
	 	774 Mays Blvd. #Ste
10 — 337, Incline
Village, NV 89452,
USA
	 	 	4,000,000	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Total
	 	 	44,000,000