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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 20-F**

**(Amendment No. 1)**

 

**(Mark One)**

 

**o**          **REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**OR**

 

**x**          **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2015**

 

**OR**

 

**o**          **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**OR**

 

**o**          **SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

 

**For the transition period from                       to                       .**

 

Commission file number: 001-36731

 

**eHi Car Services Limited**

(Exact name of Registrant as specified in its charter)

 

**Not applicable**

(Translation of Registrant’s name into English)

 

**Cayman Islands**

(Jurisdiction of incorporation or organization)

 

**Unit 12/F, Building No.5, Guosheng Center, 388 Daduhe Road**

**Shanghai, 200062**

**The People’s Republic of China**

(Address of principal executive offices)

 

**Ray Ruiping Zhang, Chief Executive Officer**

**Telephone: +86 21 6468 7000**

**Facsimile: +86 21 5489 1121**

**Email: ir@ehic.com.cn**

**Unit 12/F, Building No.5, Guosheng Center, 388 Daduhe Road**

**Shanghai, 200062**

**The People’s Republic of China**

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

| Title   of each class                                                                                          |   | Name   of each exchange on which registered |
|----------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------|
| American   Depositary Shares, each   representing two Class A common shares,   par value $0.001 per share |   | New   York Stock Exchange                   |

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 

**None**

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

**None**

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 
|   |   | 138,794,713 common shares, par value   US$0.001 per share, being the sum of 65,784,925 Class A common shares (including   1,661,300 Class A common shares, represented by 830,650 American   depositary shares, issued and reserved for the future exercise of options or   the vesting of other awards under the 2010 Plan and the 2014 Plan) and   73,009,788 Class B common shares as of December 31, 2015 |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

o   Yes  x   No

 

If this report is an annual or transaction report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

o   Yes  x   No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

x   Yes  o   No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

x   Yes  o   No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

 

| Large   accelerated filer o |   | Accelerated   filer x |   | Non-accelerated   filer o |
|-----------------------------|--------|-----------------------|--------|---------------------------|

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

| US   GAAP x |   | International   Financial Reporting Standards as issued   by the International Accounting Standards Board o |   | Other   o |
|-------------|--------|-------------------------------------------------------------------------------------------------------------|--------|-----------|

 

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

 

o   Item 17  o   Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

o   Yes  x   No

 

 

 

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Table of Contents

** **

**TABLE OF CONTENTS**

** **
| EXPLANATORY NOTE  | 2      |
|-------------------|--------|
|              |   |
| Item 19. Exhibits | 3      |
|              |   |
| SIGNATURES        | 5      |

 

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**EXPLANATORY NOTE:**

 

We are filing this Amendment No. 1 (the “Amendment No. 1”) to our Annual Report on Form 20-F for the fiscal year ended December 31, 2015 (the “Original Form 20-F”), as filed with the Securities and Exchange Commission (the “Commission”) on April 26, 2016 in response to certain comments on the confidential treatment application in connection with the Exhibit 4.24 to the Original Form 20-F from the Commission. Except for the updated Exhibit 4.24 filed herewith, no other changes have been made to the Original Form 20-F or the Company’s audited financial statements as included in the Original Form 20-F. The other information in the Original Form 20-F continues to speak as of the date of the Original Form 20-F, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Form 20-F. Accordingly, this Amendment No. 1 should be read in conjunction with our filings with the Commission that are subsequent to the filing of the Original Form 20-F.

 

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**ITEM 19.**                                  **EXHIBITS**

 

**EXHIBITS INDEX**
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                                                                                                                                    |
|----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                                                               |
| 1.1#                 |       | Ninth Amended and   Restated Memorandum and Articles of Association of eHi Car Services Limited,   including the amendments thereto approved by a special resolution of   shareholders passed on December 28, 2015                                                                 |
|                 |       |                                                                                                                                                                                                                                                                               |
| 2.1*                 |       | Specimen American   Depositary Receipt                                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                               |
| 2.2*                 |       | Specimen Certificate   for Class A Common Shares                                                                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                               |
| 2.3**                |       | Form of Deposit   Agreement among eHi Car Services Limited, JPMorgan Chase Bank, N.A., and   holders and beneficial owners of American Depositary Shares issued thereunder                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.1*                 |       | Amended and Restated   2010 Performance Incentive Plan                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.2*                 |       | Form of 2014   Performance Incentive Plan                                                                                                                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.3*                 |       | Form of   Indemnification Agreement with the directors and executive officers of eHi   Car Services Limited                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.4*                 |       | Form of Employment   Agreement of eHi Car Services Limited                                                                                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.5*                 |       | Global Affiliation   Agreement dated March 28, 2012 between eHi Car Services Limited and   Enterprise Holdings (China) LLC                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.6*                 |       | Warrant issued to   Crawford Group, Inc. for the purchase of up to 1,500,000 common shares   dated March 28, 2012 and the amendment dated December 11, 2013                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.7*                 |       | English translation of   the Exclusive Technical Services and Consulting Agreement dated   March 13, 2014 between Shanghai eHi Car Rental Co., Ltd. and   Shanghai eHi Information Technology Service Co., Ltd.                                                     |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.8*                 |       | English translation of   the Loan Agreements dated March 10, 2014 between Shanghai eHi Car Rental   Co., Ltd. and individual shareholders of Shanghai eHi Information   Technology Service Co., Ltd.                                                                |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.9*                 |       | English translation of   the Equity Pledge Agreements dated June 30, 2014 between Shanghai eHi   Car Rental Co., Ltd. and individual shareholders of Shanghai eHi   Information Technology Service Co., Ltd.                                                        |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.10*                |       | English translation of   the Call Option and Cooperation Agreement dated March 13, 2014 between   Shanghai eHi Car Rental Co., Ltd. and individual shareholders of   Shanghai eHi Information Technology Service Co., Ltd.                                          |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.11*                |       | English translation of   the Agreement on Authorization to Exercise Shareholder’s Voting Power dated   March 13, 2014 between Shanghai eHi Car Rental Co., Ltd. and   individual shareholders of Shanghai eHi Information Technology Service   Co., Ltd.       |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.12*                |       | Form of   Subscription Agreement between eHi Car Services Limited and concurrent   private placement investors                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.13***              |       | English translation of   the Exclusive Technical Services and Consulting Agreement dated   January 25, 2015 between Shanghai eHi Car Rental Co., Ltd. and   Shanghai eHi Car Sharing Information Technology Co., Ltd.                                               |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.14***              |       | English translation of   the Loan Agreement dated January 16, 2015 between Shanghai eHi Car   Rental Co., Ltd. and individual shareholders of Shanghai eHi Car Sharing   Information Technology Co., Ltd.                                                           |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.15***              |       | English translation of   the Equity Pledge Agreements dated January 25, 2015 between Shanghai eHi   Car Rental Co., Ltd. and individual shareholders of Shanghai eHi Car   Sharing Information Technology Co., Ltd.                                                 |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.16***              |       | English translation of   the Call Option and Cooperation Agreement dated January 25, 2015 between   Shanghai eHi Car Rental Co., Ltd. and individual shareholders of   Shanghai eHi Car Sharing Information Technology Co., Ltd.                                    |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.17***              |       | English translation of   the Agreement on Authorization to Exercise Shareholder’s Voting Power dated   January 25, 2015 between Shanghai eHi Car Rental Co., Ltd. and   individual shareholders of Shanghai eHi Car Sharing Information Technology   Co., Ltd. |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.18****             |       | Securities Purchase   Agreement dated May 22, 2015 among eHi Car Services Limited, Tiger Global   Mauritius Fund, SRS Partners I Mauritius Limited and SRS Partners I Mauritius   Limited                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.19****             |       | Registration Rights   Agreement dated June 30, 2015 among eHi Car Services Limited, Tiger   Global Mauritius Fund, SRS Partners I Mauritius Limited and SRS Partners I Mauritius   Limited                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.20#                |       | English translation of   the Loan Facility Agreement dated April 28, 2015 between Shanghai eHi Car   Rental Co., Ltd. and Ctrip Computer Technology (Shanghai) Co., Ltd.                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.21#                |       | English translation of   the Financing Cooperation Agreement dated July 17, 2015 between Shanghai   eHi Car Rental Co., Ltd. and China Development Bank                                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.22#                |       | Purchase Agreement   dated December 1, 2015 for the issuance of US$200 million Senior   Unsecured Notes due 2018                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                               |
| 4.23#                |       | Indenture dated   December 8, 2015 constituting US$200 million Senior Unsecured Notes due   2018                                                                                                                                                                              |

 

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| 4.24§ |   | Share Purchase   Agreement dated June 2, 2015 and amended on June 20, 2015 relating to   share transfer in Elite Plus Developments Limited                                                      |
|------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                 |
| 4.25#      |   | English translation of   the Loan Agreement dated January 8, 2016 between Shanghai eHi Car Rental   Co., Ltd. and Shanghai Chenghuan Car Rental Co., Ltd.                             |
|       |   |                                                                                                                                                                                                 |
| 4.26#      |   | English translation of   the Supplemental Agreement to Loan Agreement dated January 8, 2016   between Shanghai eHi Car Rental Co., Ltd. and Shanghai Chenghuan Car   Rental Co., Ltd. |
|       |   |                                                                                                                                                                                                 |
| 4.27#      |   | English translation of   the Guarantee Agreement between Shanghai eHi Car Rental Co., Ltd. and   Chenghuan Group                                                                                |
|       |   |                                                                                                                                                                                                 |
| 4.28#      |   | English translation of   the Guarantee Agreement between Shanghai eHi Car Rental Co., Ltd., Cheng   Rong and Ji Haifeng                                                                         |
|       |   |                                                                                                                                                                                                 |
| 4.29#      |   | English translation of   the Equity Pledge Agreement dated January 8, 2016 between Shanghai eHi   Car Rental Co., Ltd. and Cheng Rong                                                      |
|       |   |                                                                                                                                                                                                 |
| 4.30#      |   | English translation of   the Equity Pledge Agreement dated January 8, 2016 between Shanghai eHi   Car Rental Co., Ltd. and Ji Haifeng                                                      |
|       |   |                                                                                                                                                                                                 |
| 8.1#       |   | List of significant   consolidated entities                                                                                                                                                          |
|       |   |                                                                                                                                                                                                 |
| 11.1*      |   | Code of Business   Conduct and Ethics of eHi Car Services Limited                                                                                                                                    |
|       |   |                                                                                                                                                                                                 |
| 12.1#      |   | CEO Certification   Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                   |
|       |   |                                                                                                                                                                                                 |
| 12.2#      |   | CFO Certification   Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                   |
|       |   |                                                                                                                                                                                                 |
| 13.1† |   | CEO Certification   Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                   |
|       |   |                                                                                                                                                                                                 |
| 13.2† |   | CFO Certification   Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                   |
|       |   |                                                                                                                                                                                                 |
| 15.1#      |   | Consent of Maples and   Calder                                                                                                                                                                       |
|       |   |                                                                                                                                                                                                 |
| 15.2#      |   | Consent of Grandall Law   Firm (Shanghai)                                                                                                                                                            |
|       |   |                                                                                                                                                                                                 |
| 15.3#      |   | Consent of   PricewaterhouseCoopers Zhong Tian LLP                                                                                                                                                   |
|       |   |                                                                                                                                                                                                 |
| 101.INS#   |   | XBRL Instance Document                                                                                                                                                                               |
|       |   |                                                                                                                                                                                                 |
| 101.SCH#   |   | XBRL Taxonomy Extension   Schema Document                                                                                                                                                            |
|       |   |                                                                                                                                                                                                 |
| 101.CAL#   |   | XBRL Taxonomy Extension   Calculation Linkbase Document                                                                                                                                              |
|       |   |                                                                                                                                                                                                 |
| 101.DEF#   |   | XBRL Taxonomy Extension   Definition Linkbase Document                                                                                                                                               |
|       |   |                                                                                                                                                                                                 |
| 101.LAB#   |   | XBRL Taxonomy Extension   Label Linkbase Document                                                                                                                                                    |
|       |   |                                                                                                                                                                                                 |
| 101.PRE#   |   | XBRL Taxonomy Extension   Presentation Linkbase Document                                                                                                                                             |

 

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* Incorporated by reference to an exhibit to the Registration Statement on Form F-1 (File No. 333-199150), as amended, initially filed with the Securities and Exchange Commission on October 3, 2014.

** Incorporated by reference to an exhibit to the Registration Statement on Form F-6 (File No. 333-199819) filed with the Securities and Exchange Commission on November 3, 2014.

*** Incorporated by reference to an exhibit to the annual report on Form 20-F (File No. 001-36731) filed with the Securities and Exchange Commission on April 22, 2015.

**** Incorporated by reference to an exhibit to the Form 6-K (File No. 001-36731) filed with the Securities and Exchange Commission on May 26, 2015 and June 30, 2015.

# Previously filed.

† Previously furnished.

§ Confidential treatment has been requested with respect to portions of this exhibit that have been redacted pursuant to Rule 406 under the Securities Act.

 

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**SIGNATURE**

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 
|                     | *EHI CAR SERVICES LIMITED* |
|--------------------------|----------------------------|
|                     |                       |
|                     |                       | /s/ Ray Ruiping Zhang |
|                     | **Name:**                  | Ray Ruiping Zhang |
| ** **               | **Title:**                 | Chief Executive Officer |
|                     |                       |
| Date: September 30, 2016 |                       |

 

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