SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
eHi Car Services Limited
(Name of Issuer)
Class A Common Shares, par value $0.001 per share
(Title of Class of Securities)
26853A100
(CUSIP Number)
Thomas P. Laffey
600 Corporate Park Drive
St. Louis, MO 63105
314-512-5000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
November 17, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
(Continued on following pages)
CUSIP No. 26853A100 |
1. | NAMES OF REPORTING PERSONS:
Andrew C. Taylor | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ¨ b. ¨
| |||||
3. | SEC USE ONLY:
| |||||
4. | SOURCE OF FUNDS (See Instructions):
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER:
0 shares | ||||
8. | SHARED VOTING POWER:
19,694,0031 shares | |||||
9. | SOLE DISPOSITIVE POWER:
0 shares | |||||
10. | SHARED DISPOSITIVE POWER:
19,694,0031 shares | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,694,0031 shares | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
41.9%2 | |||||
14. | TYPE OF REPORTING PERSON (See Instructions):
IN |
1 | Shares are held of record by The Crawford Group, Inc., a Missouri corporation, which is controlled by the Reporting Persons filing this Schedule 13D. Consists of (i) 500,000 American Depositary Shares, which represent 1,000,000 Class A Common Shares; and (ii) 18,694,003 Class B Common Shares beneficially held by the Reporting Persons. Each Class B Common Share is convertible at any time into a Class A Common Share on a share-for-share basis. |
2 | Based on the quotient obtained by dividing: (a) the aggregate number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 28,333,332 Class A Common Shares outstanding as of November 17, 2014, as reported by the Issuer in its definitive Prospectus dated November 17, 2014 (the Definitive Prospectus), filed with the Securities and Exchange Commission in connection with the Issuers initial public offering (the IPO); and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons (i.e., 18,694,003). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Definitive Prospectus, as of November 17, 2014 there were 86,045,911 Class B Common Shares outstanding, including 18,694,003 Class B Common Shares beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d) these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D. Using the Issuers methodology for calculating beneficial ownership of common shares set forth in the Definitive Prospectus, the Reporting Persons held 21.7% of the aggregate voting power prior to the IPO and 21.1% of the aggregate voting power immediately following the IPO. |
2
CUSIP No. 26853A100 |
1. | NAMES OF REPORTING PERSONS:
Jo Ann T. Kindle | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ¨ b. ¨
| |||||
3. | SEC USE ONLY:
| |||||
4. | SOURCE OF FUNDS (See Instructions):
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER:
0 shares | ||||
8. | SHARED VOTING POWER:
19,694,0033 shares | |||||
9. | SOLE DISPOSITIVE POWER:
0 shares | |||||
10. | SHARED DISPOSITIVE POWER:
19,694,0033 shares | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,694,0033 shares | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
41.9%4 | |||||
14. | TYPE OF REPORTING PERSON (See Instructions):
IN |
3 | Shares are held of record by The Crawford Group, Inc., a Missouri corporation, which is controlled by the Reporting Persons filing this Schedule 13D. Consists of (i) 500,000 American Depositary Shares, which represent 1,000,000 Class A Common Shares; and (ii) 18,694,003 Class B Common Shares beneficially held by the Reporting Persons. Each Class B Common Share is convertible at any time into a Class A Common Share on a share-for-share basis. |
4 | Based on the quotient obtained by dividing: (a) the aggregate number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 28,333,332 Class A Common Shares outstanding as of November 17, 2014, as reported by the Issuer in the Definitive Prospectus; and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons (i.e., 18,694,003). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Definitive Prospectus, as of November 17, 2014, there were 86,045,911 Class B Common Shares outstanding, including 18,694,003 Class B Common Shares beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d). these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D. Using the Issuers methodology for calculating beneficial ownership of common shares set forth in the Definitive Prospectus, the Reporting Persons held 21.7% of the aggregate voting power prior to the IPO and 21.1% of the aggregate voting power immediately following the IPO. |
3
CUSIP No. 26853A100 |
1. | NAMES OF REPORTING PERSONS:
Christine B. Taylor | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ¨ b. ¨
| |||||
3. | SEC USE ONLY:
| |||||
4. | SOURCE OF FUNDS (See Instructions):
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER:
0 shares | ||||
8. | SHARED VOTING POWER:
19,694,0035 shares | |||||
9. | SOLE DISPOSITIVE POWER:
0 shares | |||||
10. | SHARED DISPOSITIVE POWER:
19,694,0035 shares | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,694,0035 shares | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
41.9%6 | |||||
14. | TYPE OF REPORTING PERSON (See Instructions):
IN |
5 | Shares are held of record by The Crawford Group, Inc., a Missouri corporation, which is controlled by the Reporting Persons filing this Schedule 13D. Consists of (i) 500,000 American Depositary Shares, which represent 1,000,000 Class A Common Shares; and (ii) 18,694,003 Class B Common Shares beneficially held by the Reporting Persons. Each Class B Common Share is convertible at any time into a Class A Common Share on a share-for-share basis. |
6 | Based on the quotient obtained by dividing: (a) the aggregate number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 28,333,332 Class A Common Shares outstanding as of November 17, 2014, as reported by the Issuer in the Definitive Prospectus; and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons (i.e., 18,694,003). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Definitive Prospectus as of November 17, 2014, there were 86,045,911 Class B Common Shares outstanding, including 18,694,003 Class B Common Shares beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D). Using the Issuers methodology for calculating beneficial ownership of common shares set forth in the Definitive Prospectus, the Reporting Persons held 21.7% of the aggregate voting power prior to the IPO and 21.1% of the aggregate voting power immediately following the IPO. |
4
CUSIP No. 26853A100 |
1. | NAMES OF REPORTING PERSONS:
Carolyn Kindle | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ¨ b. ¨
| |||||
3. | SEC USE ONLY:
| |||||
4. | SOURCE OF FUNDS (See Instructions):
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER:
0 shares | ||||
8. | SHARED VOTING POWER:
19,694,0037 shares | |||||
9. | SOLE DISPOSITIVE POWER:
0 shares | |||||
10. | SHARED DISPOSITIVE POWER:
19,694,0037 shares | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,694,0037 shares | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
41.9%8 | |||||
14. | TYPE OF REPORTING PERSON (See Instructions):
IN |
7 | Shares are held of record by The Crawford Group, Inc., a Missouri corporation, which is controlled by the Reporting Persons filing this Schedule 13D. Consists of (i) 500,000 American Depositary Shares, which represent 1,000,000 Class A Common Shares; and (ii) 18,694,003 Class B Common Shares beneficially held by the Reporting Persons. Each Class B Common Share is convertible at any time into a Class A Common Share on a share-for-share basis. |
8 | Based on the quotient obtained by dividing: (a) the aggregate number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 28,333,332 Class A Common Shares outstanding as of November 17, 2014, as reported by the Issuer in the Definitive Prospectus; and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons (i.e., 18,694,003). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Definitive Prospectus, as of November 17, 2014 there were 86,045,911 Class B Common Shares outstanding, including 18,694,003 Class B Common Shares beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d) these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D. Using the Issuers methodology for calculating beneficial ownership of common shares set forth in the Definitive Prospectus, the Reporting Persons held 21.7% of the aggregate voting power prior to the IPO and 21.1% of the aggregate voting power immediately following the IPO. |
5
CUSIP No. 26853A100 |
1. | NAMES OF REPORTING PERSONS:
Jack Taylor Family Voting Trust U/A/D 4/14/99 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): a. ¨ b. ¨
| |||||
3. | SEC USE ONLY:
| |||||
4. | SOURCE OF FUNDS (See Instructions):
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION:
Missouri | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER:
0 shares | ||||
8. | SHARED VOTING POWER:
19,694,0039 shares | |||||
9. | SOLE DISPOSITIVE POWER:
0 shares | |||||
10. | SHARED DISPOSITIVE POWER:
19,694,0039 shares | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
19,694,0039 shares | |||||
12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
41.9%10 | |||||
14. | TYPE OF REPORTING PERSON (See Instructions):
OO |
9 | Shares are held of record by The Crawford Group, Inc., a Missouri corporation, which is controlled by the Reporting Persons filing this Schedule 13D. Consists of (i) 500,000 American Depositary Shares, which represent 1,000,000 Class A Common Shares; and (ii) 18,694,003 Class B Common Shares beneficially held by the Reporting Persons. Each Class B Common Share is convertible at any time into a Class A Common Share on a share-for-share basis. |
10 | Based on the quotient obtained by dividing: (a) the aggregate number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Persons as set forth in Row 8 by (b) the sum of (i) 28,333,332 Class A Common Shares outstanding as of November 17, 2014, as reported by the Issuer in the Definitive Prospectus; and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons (i.e., 18,694,003). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Definitive Prospectus, as of November 17, 2014 there were 86,045,911 Class B Common Shares outstanding, including 18,694,003 Class B Common Shares beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d) these shares are treated as converted into Class A Common Shares for the purposes of this Schedule 13D. Using the Issuers methodology for calculating beneficial ownership of common shares set forth in the Definitive Prospectus, the Reporting Persons held 21.7% of the aggregate voting power prior to the IPO and 21.1% of the aggregate voting power immediately following the IPO. |
6
ITEM 1. | SECURITY AND ISSUER |
This Schedule 13D relates to the Class A Common Shares of eHi Car Services Limited, a company organized under the laws of the Cayman Islands (the Issuer). The address of the principal executive offices of the Issuer is Unit 12/F, Building No. 5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, Peoples Republic of China.
ITEM 2. | IDENTITY AND BACKGROUND |
(a) (b) | This Schedule 13D is being jointly filed by the following persons: the Jack Taylor Family Voting Trust U/A/D 4/14/99, a trust organized under the laws of the State of Missouri (the Trust); and Andrew C. Taylor, Jo Ann T. Kindle, Christine B. Taylor and Carolyn Kindle, as voting trustees under the Trust. Collectively, they are referred to herein as the Reporting Persons. The shares covered by this Schedule 13D are held of record by The Crawford Group, Inc., a Missouri corporation (Crawford), which is controlled by the Reporting Persons. Attached as Exhibit 99.1 hereto, which is incorporated by reference herein, is an agreement among the Reporting Persons that this Schedule 13D is filed on behalf of each of them. |
The Trust was established by Jack Taylor, the founder of Crawford. The individual Reporting Persons share voting and investment power with respect to the Trust.
The principal address of each of the Reporting Persons is 600 Corporate Park Drive, St. Louis, Missouri 63105.
(c) | All of the individual Reporting Persons are employed by Crawford at its principal place of business, 600 Corporate Park Drive, St. Louis, Missouri 63105, as follows: Andrew C. Taylor, Chairman, Jo Ann T. Kindle, Vice President, Christine B. Taylor, Senior Vice President and Assistant Secretary, and Carolyn Kindle, Assistant Vice President and Assistant Secretary. |
(d)-(e) | None of the Reporting Persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
(f) | Each of the individual Reporting Persons is a citizen of the United States. |
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
In connection with the Issuers initial public offering of American Depositary Shares, each representing two Class A Common Shares, par value $0.001 per share (the IPO), the underwriters for the IPO arranged a directed share program (the Directed Share Program) pursuant to which up to 5% of the total American Depositary Shares offered in the IPO were reserved for sale to the Issuers directors, officers, employees, business associates and related persons at the IPO price. On November 17, 2014, Crawford used its cash on-hand to purchase 500,000 American Depositary Shares, which represent 1,000,000 Class A Common Shares, through the Directed Share Program for a purchase price of $6,000,000.
7
ITEM 4. | PURPOSE OF TRANSACTION |
The Reporting Persons acquired the Class A Common Shares reported in this Schedule 13D for investment purposes.
None of the Reporting Persons has any current plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Subject to the rights and restrictions described in Item 6 below, the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a)-(b) | Crawford is the record holder of 500,000 American Depositary Shares, which represent 1,000,000 Class A Common Shares, and 18,694,003 Class B Common Shares, which in the aggregate represent approximately 41.9% of the outstanding Class A Common Shares.11 The Class B Common Shares are convertible at any time into Class A Common Shares on a share-for-share basis. The voting and investment power over the shares covered by this Schedule 13D is shared by the Reporting Persons. |
(c) | See below: |
Transaction Date |
Effecting Person(s) |
Shares Acquired |
Shares Disposed |
Price Per Share |
Description of Transaction | |||||||||||||
11/18/2014 |
Crawford | 1,000,000 | 12 | | $ | 6.00 | Purchase from underwriters in Directed Share Program in the IPO | |||||||||||
10/31/2014 |
Crawford | 1,500,000 | | $ | 5.50 | Exercise of warrants to acquire common shares, which were re-designated as Class B Common Shares immediately prior to the IPO |
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Pursuant to the Series D Share Purchase Agreement, dated March 26, 2012 (the Series D Purchase Agreement), among the Issuer and certain of its shareholders, including Crawford, the parties agreed to certain non-compete obligations and agreed to take, or refrain from taking, certain actions that could result in competition with the other party. These obligations terminate upon the occurrence of either (1) Crawford holding less than 5% of the Issuers securities or (2) Crawford no longer having any representative, either a director or an observer, on the Issuers Board of Directors.
11 | Based on the quotient obtained by dividing: (a) the aggregate number of Class A Common Shares and Class B Common Shares beneficially owned by the Reporting Persons as set forth above by (b) the sum of (i) 28,333,332 Class A Common Shares outstanding as of November 17, 2014, as reported by the Issuer in the Definitive Prospectus; and (ii) the number of Class B Common Shares beneficially owned by the Reporting Persons (i.e., 18,694,003). Each Class A Common Share is entitled to one vote, and each Class B Common Share is entitled to ten votes. As set forth in the Definitive Prospectus, as of November 17, 2014 there were 86,045,911 Class B Common Shares outstanding, including 18,694,003 Class B Common Shares beneficially owned by the Reporting Persons. The percentage reported does not reflect the ten-for-one voting power of the Class B Common Shares because pursuant to Rule 13d-3(d), these shares are treated as converted into Class A Common Shares for the purposes of calculating the Reporting Persons beneficial ownership reported in this Schedule 13D. Using the Issuers methodology for calculating beneficial ownership of common shares set forth in the Definitive Prospectus, the Reporting Persons held 21.7% of the aggregate voting power prior to the IPO and 21.1% of the aggregate voting power immediately following the IPO. |
12 | Consists of 500,000 American Depositary Shares, which represent 1,000,000 Class A Common Shares. |
8
Pursuant to the Third Amended and Restated Investors Rights Agreement, dated December 11, 2013 (the Investors Rights Agreement), among the Issuer and certain of its shareholders, including Crawford, the parties to the Investors Rights Agreement have certain registration rights and approval rights with respect to transfers of the Issuers securities, are subject to transfer restrictions, rights of first refusal, rights of first offer, and have certain other specified rights and restrictions with respect to the Issuers securities and the other shareholders.
Pursuant to the Share Purchase Agreement for the Issuance of Additional Series E Preferred Shares, dated April 16, 2014 (the Additional Series E Purchase Agreement), among the Issuer and certain of its shareholders, including Crawford, Crawford agreed that it would not sell, transfer or dispose of more than 50% of its shares purchased thereunder (or any shares issued upon conversion thereof) for a one-year period following the purchase, subject to certain limited exceptions.
Further, under the Investors Rights Agreement, for a period of one year following the IPO, Crawford has agreed, along with other shareholders, not to sell, transfer or dispose of more than 50% of its shares held, as determined immediately following the IPO, subject to limited exceptions. In addition, Crawford has agreed with the underwriters of the IPO, as a principal shareholder pursuant to a separate lock-up agreement in customary form (the Lock-up Agreement), not to sell, transfer or dispose of any common shares or American Depositary Shares for a period of 180 days following the IPO, subject to limited exceptions.
The foregoing descriptions of the Series D Purchase Agreement, the Investors Rights Agreement, the Additional Series E Purchase Agreement, and the Lock-up Agreement do not purport to be a complete description of the terms thereof and are qualified in their entirety by reference to the full text of the agreements, which are filed as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively.
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit 99.1 | Joint Filing Agreement dated December 1, 2014 | |
Exhibit 99.2 | Share Purchase Agreement for the Issuance of Series D Preferred Shares dated March 26, 2012 among the Issuer, its shareholders and certain other parties thereto and its amendments (incorporated herein by reference to Exhibit 4.6 to the Form F-1 filed by the Issuer on October 3, 2014) | |
Exhibit 99.4 | Third Amended and Restated Investors Rights Agreement dated December 11, 2013 among the Issuer and its shareholders (incorporated herein by reference to Exhibit 4.4 to the Form F-1 filed by the Issuer on October 3, 2014) | |
Exhibit 99.3 | Share Purchase Agreement for the Issuance of Additional Series E Preferred Shares dated April 16, 2014 among the Issuer, its shareholders and certain other parties thereto (incorporated herein by reference to Exhibit 4.8 to the Form F-1 filed by the Issuer on October 3, 2014) | |
Exhibit 99.5 | Form of Lock-up Agreement (incorporated herein by reference to Exhibit A of Exhibit 1.1 to Amendment No. 2 to Form F-1 filed by the Issuer on November 6, 2014) |
9
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 1, 2014
JACK TAYLOR FAMILY VOTING TRUST U/A/D 4/14/99 | ||
By | /s/ Carolyn Kindle | |
Name: Carolyn Kindle | ||
Title: Voting Trustee | ||
By | /s/ Jo Ann T. Kindle | |
Name: Jo Ann T. Kindle | ||
Title: Voting Trustee | ||
By | /s/ Andrew C. Taylor | |
Name: Andrew C. Taylor | ||
Title: Voting Trustee | ||
ANDREW C. TAYLOR | ||
/s/ Andrew C. Taylor | ||
JO ANN T. KINDLE | ||
/s/ Jo Ann T. Kindle | ||
CHRISTINE B. TAYLOR | ||
/s/ Christine B. Taylor | ||
CAROLYN KINDLE | ||
/s/ Carolyn Kindle |
10
Exhibit 99.1
JOINT FILING AGREEMENT
This Joint Filing Agreement (this Agreement) is made and entered into as of December 1, 2014, by and among the Jack Taylor Family Voting Trust U/A/D 4/14/99, a trust organized under the laws of the State of Missouri (the Trust), and Andrew C. Taylor, Jo Ann T. Kindle, Christine B. Taylor and Carolyn Kindle, each of which individuals are voting trustees under the Trust (collectively, the Trustees).
Recitals
WHEREAS, the Trust and the Trustees share voting and investment power with respect to: certain American Depositary Shares, each American Depositary Share represents two Class A Common Shares (the Shares), of eHi Car Services Limited, a company organized under the laws of the Cayman Islands (the Company); and certain Class B Common Shares which are convertible into Class A Common Shares, which are owned of record by The Crawford Group, Inc., a Missouri corporation, which is controlled by the Trust and the Trustees, and which, on an as-converted basis, constitute more than 5% of the issued and outstanding shares of Class A Common Shares of the Company, a class of equity securities registered under the Securities Exchange Act of 1934, as amended (the Act);
WHEREAS, Rule 13d-1(a) under the Act requires beneficial owners of more than 5% of any class of registered equity securities of a public company to file with the U.S. Securities and Exchange Commission (the SEC) a Schedule 13D or Schedule 13G with respect to such securities;
WHEREAS, in accordance with Rule 13d-1(k) of the Act, whenever two or more persons are required to file a statement with the SEC containing the information required by Schedule 13D or Schedule 13G with respect to the same securities, only one such statement need be filed, provided that such persons agree in writing that such statement is filed on behalf of each of them; and
WHEREAS, the Trust and the Trustees desire to file with the SEC, on behalf of each of them, one statement containing the information required by Schedule 13D with respect to the Shares.
Agreement
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. In accordance with Rule 13d-1(k) under the Act, the parties shall file with the SEC one statement containing the information required by Schedule 13D relating to the parties beneficial ownership of the Shares and such statement shall be filed on behalf of the Trust and each of the Trustees and this Agreement shall be filed as an exhibit thereto. Further, the parties agree each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.
2. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a group (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of the Company including the Shares.
3. This Agreement and the rights and obligations of the parties hereunder are to be governed by and construed and interpreted in accordance with the laws of the State of Missouri, without regard to choice or conflict of laws rules. This Agreement may be executed by the parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on the parties notwithstanding that both parties are not signatories to the same counterpart. This Agreement supersedes all prior discussions and
writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. Any party may withdraw from this Agreement by delivering written notice to each other party at least seven (7) days prior to the effective date of such withdrawal, in which case this Agreement shall terminate solely with respect to such withdrawing party. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
JACK TAYLOR FAMILY VOTING TRUST U/A/D 4/14/99 | ||
By | /s/ Carolyn Kindle | |
Name: Carolyn Kindle | ||
Title: Voting Trustee | ||
By | /s/ Jo Ann T. Kindle | |
Name: Jo Ann T. Kindle | ||
Title: Voting Trustee | ||
By | /s/ Andrew C. Taylor | |
Name: Andrew C. Taylor | ||
Title: Voting Trustee | ||
ANDREW C. TAYLOR | ||
/s/ Andrew C. Taylor | ||
JO ANN T. KINDLE | ||
/s/ Jo Ann T. Kindle | ||
CHRISTINE B. TAYLOR | ||
/s/ Christine B. Taylor | ||
CAROLYN KINDLE | ||
/s/ Carolyn Kindle |