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As
filed with the Securities and Exchange Commission on November 19,
2009
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Registration
No.
333 - 162949
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Kurt
J. Berney, Esq.
Portia
Ku, Esq.
O’
Melveny & Myers
37/F,
Plaza 66
1266
Nanjing Road West
Shanghai
200040
People’s
Republic of China
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Herman
H. Raspé, Esq.
Patterson
Belknap Webb & Tyler LLP
1133
Avenue of the Americas
New
York, New
York 10036
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It
is proposed that this filing become effective under Rule 466:
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o immediately
upon filing.
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o on
(Date) at (Time).
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Title
of Each Class of
Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Aggregate
Price Per Unit*
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Proposed
Maximum
Aggregate
Offering Price**
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Amount
of
Registration
Fee
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American
Depositary Shares, each representing three (3) ordinary shares, par value
$0.125 per share, of 7 Days Group Holdings Limited.
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N/A
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N/A
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N/A
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N/A
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*
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Each
unit represents 100 American Depositary
Shares.
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**
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Estimated
solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(k), such estimate is computed on the
basis of the maximum aggregate fees or charges to be imposed in connection
with the issuance of American Depositary
Shares.
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The
Registrant hereby amends this Pre-Effective Amendment No. 1 to
Registration Statement on such date or dates as may be necessary to delay
its effective date until the Registrant shall file a further amendment
which specifically states that this Pre-Effective Amendment No. 1 to
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Pre-Effective Amendment No. 1 to Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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Item Number and
Caption
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Location
in Form of American
Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
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| 1. | Name of Depositary and address of its principal executive office |
Face of Receipt
- Introductory Article.
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| 2. | Title of Receipts and identity of deposited securities |
Face of
Receipt - Top Center.
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| Terms of Deposit: | |||
| (i) |
The
amount of deposited securities represented by one American Depositary
Share ("ADSs")
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Face of
Receipt - Upper right corner.
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| (ii) |
The
procedure for voting, if any, the deposited securities
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Reverse of
Receipt - Paragraphs (16)
and
(17).
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| (iii) |
The
collection and distribution of dividends
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Reverse of
Receipt - Paragraph (14).
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| (iv) |
The
transmission of notices, reports and proxy soliciting
material
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Face of
Receipt - Paragraph (13);
Reverse of
Receipt - Paragraph (16).
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| (v) |
The
sale or exercise of rights
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Reverse of Receipt
– Paragraphs (14)
and
(16).
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| (vi) |
The
deposit or sale of securities resulting from dividends, splits or plans of
reorganization
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Face of Receipt
- Paragraphs (3) and (6);
Reverse of
Receipt - Paragraphs (14) and (18).
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| (vii) |
Amendment,
extension or termination of the deposit agreement
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Reverse of
Receipt - Paragraphs (22) and (23) (no provision for
extensions).
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| (viii) |
Rights
of holders of Receipts to inspect the transfer books of the Depositary and
the list of holders of ADSs
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Face of Receipt
- Paragraph (13).
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| (ix) |
Restrictions
upon the right to deposit or withdraw the underlying
securities
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Face of Receipt
– Paragraphs (2), (3), (4), (6), (7), (9) and
(10).
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Item Number and
Caption
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Location
in Form of American
Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
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| (x) |
Limitation
upon the liability of the Depositary
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Face of Receipt
- Paragraph (7);
Reverse of
Receipt - Paragraphs (19) and (20).
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| 3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs |
Face of Receipt
- Paragraph (10).
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Item
2. AVAILABLE
INFORMATION
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Face of Receipt
- Paragraph (13).
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(a)
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Form
of Deposit Agreement by and among 7 Days Group Holdings Limited (the
“Company”), Citibank, N.A., as depositary (the “Depositary”), and all
Holders and Beneficial Owners of American Depositary Shares issued
thereunder (“Deposit Agreement”). —
Filed herewith as Exhibit
(a).
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(b)
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Any
other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or the
custody of the deposited securities represented thereby. —
None.
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(c)
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Every
material contract relating to the deposited securities between the
Depositary and the issuer of the deposited securities in effect at any
time within the last three years. —
None.
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(d)
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Opinion
of counsel for the Depositary as to the legality of the securities to be
registered. — Previously
filed as Exhibit (d) to Registration Statement on Form F-6 (Reg. No.
333-162949), filed with the Commission on November 6, 2009, and
incorporated herein by
reference.
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(e)
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Certificate
under Rule 466. —
None.
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(f)
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Powers
of Attorney for certain officers and directors and the authorized
representative of the Company. —
Previously filed as Exhibit (f) to Registration Statement on Form F-6
(Reg. No. 333-162949), filed with the Commission on November 6, 2009, and
incorporated herein by
reference.
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(a)
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The
Depositary undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of ADSs, any
reports and communications received from the issuer of the deposited
securities which are both (1) received by the Depositary as the holder of
the deposited securities, and (2) made generally available to the holders
of the underlying securities by the
issuer.
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(b)
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If
the amount of fees charged is not disclosed in the prospectus, the
Depositary undertakes to prepare a separate document stating the amount of
any fee charged and describing the service for which it is charged and to
deliver promptly a copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered
holder of an ADS thirty (30) days before any change in the fee
schedule.
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Legal
entity to be created by the Deposit Agreement under which the American
Depositary Shares registered hereunder are to be issued, each American
Depositary Share representing three (3) ordinary shares, par value $0.125
per share, of 7 Days Group Holdings Limited.
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CITIBANK,
N.A., solely in its capacity as Depositary
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By:
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/s/ Keith Galfo | ||
| Name: | Keith Galfo | |||
| Title: | Vice President | |||
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7
DAYS GROUP HOLDINGS LIMITED
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By:
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/s/ Nanyan Zheng | ||
| Name: | Nanyan Zheng |
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| Title: | Chief Executive Officer | |||
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Signature
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Title
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*
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Chairman
of the Board of Directors
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Name:
Boquan He
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/s/
Nanyan Zheng
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Chief
Executive Officer and Director
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Name:
Nanyan Zheng
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(principal
executive officer)
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*
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Chief
Financial Officer
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Name:
Eric Haibing Wu
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(principal
financial and accounting officer)
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| * |
Director
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Name:
Minjian Shi
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| * |
Director
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Name:
Miao Chi
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| * |
Director
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Name:
Meng Ann Lim
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*Signed
by Nanyan Zheng as an attorney-in-fact.
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AUTHORIZED
REPRESENTATIVE
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By:
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/s/ Donald J. Puglisi | ||
| Name: | Donald J. Puglisi | |||
| Title: | Managing Director | |||
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Exhibit
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Document
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Sequentially
Numbered Page
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(a)
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Form
of Deposit Agreement
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