SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

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)

Ctrip Investment Holding Ltd

c/o 99 Fu Quan Road, Shanghai 200335

The People’s Republic of China

Attention: Xiaofan Wang, Chief Financial Officer

+86 (21) 34064880

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 22, 2015

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 26853A100

1	Names of Reporting Persons Ctrip Investment Holding Ltd
2	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Ben eficially Owned by Each Reporting Person with		7	Sole Voting Power 19,468,193*
		8	Shared Voting Power 0
		9	Sole Dispositive Power 19,468,193*
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 19,468,193
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)      ¨
13	Percent of Class Represented by Amount in Row (11) 17.0%
14	Type of Reporting Person (See Instructions) CO

* consists of 2,700,000 Class A common shares and 16,768,193 Class B common shares of the issuer directly held by Ctrip Investment Holding Ltd.

1

CUSIP No. G93629106

1	Names of Reporting Persons C-Travel International Limited
2	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Ben eficially Owned by Each Reporting Person with		7	Sole Voting Power 19,468,193*
		8	Shared Voting Power 0
		9	Sole Dispositive Power 19,468,193*
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 19,468,193
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)      ¨
13	Percent of Class Represented by Amount in Row (11) 17.0%
14	Type of Reporting Person (See Instructions) CO

* consists of 2,700,000 Class A common shares and 16,768,193 Class B common shares of the issuer directly held by Ctrip Investment Holding Ltd, a Cayman Islands company wholly owned by C-Travel International Limited. Due to the ownership relationship, C-Travel International Limited may also be deemed to have sole voting and dispositive power over the shares directly held by Ctrip Investment Holding Ltd.

2

CUSIP No. G93629106

1	Names of Reporting Persons Ctrip.com International, Ltd.
2	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)¨
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Ben eficially Owned by Each Reporting Person with		7	Sole Voting Power 19,468,193*
		8	Shared Voting Power 0
		9	Sole Dispositive Power 19,468,193*
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 19,468,193
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)      ¨
13	Percent of Class Represented by Amount in Row (11) 17.0%
14	Type of Reporting Person (See Instructions) CO

* consists of 2,700,000 Class A common shares and 16,768,193 Class B common shares of the issuer directly held by Ctrip Investment Holding Ltd, a Cayman Islands company wholly owned by C-Travel International Limited, which is a Cayman Islands company wholly owned by Ctrip.com International, Ltd. Due to the ownership relationship, Ctrip.com International, Ltd. may also be deemed to have sole voting and dispositive power over the shares over the shares directly held by Ctrip Investment Holding Ltd.

3

Introductory Note

This Amendment No. 1 amends and supplements the Schedule 13D originally filed by the Reporting Persons with the U.S. Securities and Exchange Commission on April 10, 2015 (the “Original Schedule 13D”), relating to eHi Car Services Limited. Except as expressly set forth herein, there have been no changes in the information set forth in the Original Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits attached hereto and to the Original Schedule 13D filing is expressly incorporated herein by reference. Capitalized terms used but not defined herein have the meanings ascribed to them in the Original Schedule 13D.

Item 3.         Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

In December 2013, Ctrip Investment entered into a share purchase agreement with the Company and subscribed, for cash, 17,100,000 Series E preferred shares of the Company for an aggregate consideration of US$94,050,000. Ctrip Investment used its operating cash on-hand to make the referenced subscription. All of the 17,100,000 Series E preferred shares were converted and re-designated, on a one-to-one basis, into Class B common shares upon completion of the Company’s initial public offering (the “IPO”) of its American depositary shares, each representing two Shares, in November 2014.

In April 2014, Ctrip Investment entered into an additional share purchase agreement with the Company and subscribed, for cash, 2,368,193 Series E preferred shares for US$13,025,061.54. Ctrip Investment used its operating cash on-hand to make the referenced subscription. All of the 2,368,193 Series E preferred shares were converted and re-designated, on a one-to-one basis, into Class B common shares upon completion of the Company’s IPO.

In October 2014, Ctrip Investment entered into a subscription agreement with the Company, pursuant to which Ctrip Investment has agreed to purchase from the Company US$10 million worth of Class A common shares at a price per share equal to the IPO price adjusted to reflect the ADS-to-common share ratio subject to and concurrent with the closing of the IPO. Upon completion of the IPO, Ctrip Investment subscribed 1,666,666 Class A common shares based on the IPO price. Ctrip Investment used its operating cash on-hand to make the referenced subscription.

Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes and is convertible into one Class A common share at any time. Class A common shares are not convertible into Class B common shares under any circumstances. Ctrip Investment converted 2,700,000 Class B common shares into the same amount of Class A common shares in December 2014.

In May 2015, Ctrip Investment entered into a securities purchase agreement with The Crawford Group, Inc., a Missouri corporation (“Crawford”), Tiger Global Mauritius Fund (“Tiger”), SRS Partners I Mauritius Limited (“SRS I”), and SRS Partners II Mauritius Limited (“SRS II”), pursuant to which Ctrip Investment sold an aggregate of 1,666,666 Class A common shares for US$10,000,002, consisting of (a) 1,111,111 Class A common shares sold to Tiger for US$6,666,666, (b) 265,555 Class A common shares sold to SRS I for US$1,593,336, and (c) 290,000 Class A common shares sold to SRS II for US$1,740,000.

Therefore, as of the date of this Statement, the aggregate number of Shares beneficially owned by the Reporting Persons is 19,468,193 consisting of (a) 16,768,193 Class B common shares (each convertible into one Class A common share at any time) issued upon automatic conversion of an equal number of Series E preferred shares that were acquired by Ctrip Investment during financing activities of the Company prior to the Company’s IPO; and (b) 2,700,000 Class A common shares.

4

Item 4.         Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Persons have acquired the Shares of the Company, either before or after the IPO, for long-term investment purposes. The Reporting Persons have appointed one director to the Company’s board of directors that currently consists of seven members. The Reporting Persons expect to evaluate on an ongoing basis the Company’s financial condition and prospects and their interests in, and intentions with respect to, the Company and the investment in the securities of the Company, which review may be based on various factors, including but not limited to the Company’s business and financial condition, results of operation and prospects, general economic and industry conditions and the securities markets in general.  Accordingly, the Reporting Persons reserve the right to change their intentions, as they deem appropriate. In particular, the Reporting Persons may, from time to time but subject to any lock-up arrangement or transfer restrictions that the Reporting Persons are subject to, in the open market, through privately negotiated transactions or otherwise, increase their holdings in the Company or dispose of all or a portion of their securities of the Company that the Reporting Persons now own or may hereafter acquire. The Reporting Persons may be in contact, either directly, or through their nominated director, with members of the Company’s management, the members of the board of directors, other significant shareholders and others regarding alternatives that the Company could employ to increase shareholder value.

Other than as expressly set forth above, the Reporting Persons have no plans or proposals as of the date of this filing which relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. The Reporting Persons may, however, adopt in the future such plans or proposals subject to compliance with applicable regulatory requirements.

Item 5.         Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b) The responses to Rows (7) through (13) of the cover pages of this Statement are hereby incorporated by reference in this Item 5.

As of the date of this Statement, each of the Reporting Persons is deemed to beneficially own 19,468,193 Shares, representing 17.0% of the Company’s total outstanding shares. Pursuant to Rule 13d-3(d)(1), all Class B common shares (which are convertible into Class A common shares at any time) held by each Reporting Person were deemed to be converted for the purposes of (i) determining the aggregate amount of Class A common shares beneficially owned by the Reporting Persons and (ii) calculating the percentages of the Class A common shares owned by the Reporting Persons. The percentages of ownership set forth in row 11 of the cover page for each Reporting Person is based on 114,379,243 common shares (including 31,033,332 Class A common shares and 83,345,911 Class B common shares) outstanding as of March 31, 2015 as stated in the Company’s 2014 annual report on Form 20-F dated April 22, 2015.

(c) Except as set forth in Item 4 and Item 5, to the knowledge of the Reporting Persons, no transactions in any of the Shares have been effected by any Reporting Person during the past sixty days.

(d) Not applicable.

(e) Not applicable.

5

Item 7.         Material to be Filed as Exhibits.

Exhibit No.	Description
A	Joint Filing Agreement, dated June 1, 2015 by and between the Reporting Persons.
B	Securities Purchase Agreement dated May 22, 2015 among Ctrip Investment, Crawford, Tiger, SRS I, and SRS II.

6

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 1, 2015
Ctrip Investment Holding Ltd	By:	/s/ Xiaofan Wang
		Name: Xiaofan Wang
		Title: Director
C-Travel International Limited	By:	/s/ Xiaofan Wang
		Name: Xiaofan Wang
		Title: Director
Ctrip.com International, Ltd.	By:	/s/ Xiaofan Wang
		Name: Xiaofan Wang
		Title: Chief Financial Officer

EX-99.A

Exhibit A

Joint Filing Statement

We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by or on behalf of each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

Dated: June 1, 2015
Ctrip Investment Holding Ltd	By:	/s/ Xiaofan Wang
		Name: Xiaofan Wang
		Title: Director
C-Travel International Limited	By:	/s/ Xiaofan Wang
		Name: Xiaofan Wang
		Title: Director
Ctrip.com International, Ltd.	By:	/s/ Xiaofan Wang
		Name: Xiaofan Wang
		Title: Chief Financial Officer

APPENDIX A

EXECUTIVE OFFICERS AND DIRECTORS

The business address of each of the following individuals is c/o 99 Fu Quan Road, Shanghai 200335, the People’s Republic of China.

Ctrip.com International, Ltd.

Directors:

Name	Country of Citizenship
James Jianzhang Liang	Saint Christopher and Nevis
Min Fan	People’s Republic of China
Neil Nanpeng Shen	People’s Republic of China (Hong Kong SAR)
Qi Ji	Singapore
Gabriel Li	People’s Republic of China (Hong Kong SAR)
JP Gan	United States

Executive Officers:

Name	Title	Country of Citizenship
James Jianzhang Liang	Chief Executive Officer	Saint Christopher and Nevis
Min Fan	President	People’s Republic of China
Jane Jie Sun	Co-President and Chief Operating Officer	Singapore
Jenny Wenjie Wu	Chief Strategy Officer	People’s Republic of China (Hong Kong SAR)
Xiaofan Wang	Chief Financial Officer	People’s Republic of China

C-Travel International Limited

Directors:

Name	Country of Citizenship
James Jianzhang Liang	Saint Christopher and Nevis
Min Fan	People’s Republic of China
Jane Jie Sun	Singapore
Xiaofan Wang	People’s Republic of China

Executive Officers:

Name	Title	Country of Citizenship
None

Ctrip Investment Holding Ltd:

Directors:

Name	Country of Citizenship
James Jianzhang Liang	Saint Christopher and Nevis
Min Fan	People’s Republic of China
Jane Jie Sun	Singapore
Xiaofan Wang	People’s Republic of China
Jenny Wenjie Wu	People’s Republic of China (Hong Kong SAR)

Executive Officers:

Name	Title	Country of Citizenship
None

EX-99.B

Exhibit B

Execution Version

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 22, 2015, by and among and the shareholders listed on Schedule I (individually, a “Seller” and collectively, the “Sellers”), and the investors listed on Schedule II attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Purchasers seek to purchase from each Seller, and each Seller seeks to sell to the Purchasers, (i) the number of Class A common shares, par value $0.001 per share (“Common Shares”) of eHi Car Services Limited, a Cayman Islands company, with headquarters located at Unit 12/F, Building No.5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, The People’s Republic of China (the “Company”) and (ii) the number of American Depositary Shares (“ADSs”), each representing two Common Shares, in each case as set forth under such Seller’s name in Schedule III attached hereto (which aggregate number for all Purchasers together shall be 1,666,666 Common Shares (the “Purchased Common Shares”) and 500,000 ADSs (the “Purchased ADSs”, together with the Purchased Common Shares shall collectively be referred to herein as the “Purchased Securities”) pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with the terms of this Agreement.

WHEREAS, contemporaneously with the execution and delivery of this Agreement the Purchasers expect to purchase an aggregate of 11,437,924 Common Shares, at a price per Common Share of $6.00, from the Company (the “Company Sale”), with an additional 10,900,000 Common Shares to be purchased on the same terms from the Company at a later date, and receive registration rights relating to the shares purchased from the Company pursuant to a registration rights agreement between the Company and the Purchasers (the “Registration Rights Agreement”).

NOW, THEREFORE, in consideration of the premises and mutual benefits representations, warranties, conditions, covenants and agreements contained herein, the parties hereto hereby agree as set forth below.

ARTICLE I
PURCHASE AND SALE OF THE PURCHASED SHARES

1.1Purchase and Sale of Purchased Shares.

Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Seller shall sell, convey, assign and deliver to the applicable Purchasers, and the applicable Purchasers shall purchase from each Seller, the Purchased Securities set forth under such Seller’s name in Schedule III and any and all rights and benefits incident to the ownership thereof (including, without limitation, accrued and unpaid dividends thereon) for the total purchase price set forth under such Seller’s name in Schedule III (the “Purchase Price”), free and clear of all Claims (as defined below).

1

1.2The Closing.

The date and time of the closing (the “Closing”) shall be 10:00 a.m., New York City time, on the date hereof, (or such other time as the parties may agree) (the “Closing Date”) after notification of satisfaction or waiver of the conditions to the closing set forth in Sections 4.1 and 4.2 below at the office of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022.  All actions taken at the Closing shall be deemed to have occurred simultaneously.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller, severally and not jointly, represents and warrants with respect to only itself to each Purchaser as of the date hereof as set forth below in this Article II.

2.1Organization

Such Seller is an entity duly organized and validly existing under the laws of the jurisdiction of its formation.

2.2Title to Purchased Securities.

Such Seller is the owner of the Purchased Securities to be sold by it pursuant to this Agreement and owns such Purchased Securities free from all taxes, liens, claims, encumbrances, charges, security interests, pledges, escrows, lock-up arrangements and restrictions on transfer (except for (i) restrictions or limitations on transfer imposed by applicable United States federal or state securities laws and (ii) pledges or security interests that such Seller may have created in favor of a broker that will be terminated on or prior to the Closing) (“Claims”).  Such Seller has good and valid title to the Purchased Securities to be sold by it hereunder. Other than this Agreement, there are no outstanding rights, options, subscriptions or other agreements or commitments (oral or written) by which such Seller is bound relating to its sale or transfer of the Purchased Securities to be sold by it hereunder, and, other than this Agreement, the Purchased Securities to be sold by it hereunder are not subject to any other purchase agreement, buy/sell agreement, proxy, voting agreement, voting trust agreement, right of first refusal, redemption or any other similar agreement or lock-up or other restriction on their transfer or sale or on the ability of the Purchasers to sell or transfer such Purchased Securities. Delivery to the Purchasers of the Purchased Securities to be sold by such Seller hereunder will (i) pass good and marketable title to such Purchased Securities to the Purchasers, free and clear of all Claims (assuming that such Purchaser is a bona fide purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code regardless whether such section is applicable), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Purchased Securities. Each Seller is an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company.

2.3Authority.

Such Seller has all requisite power and authority to execute and deliver this Agreement and to carry out and perform all of its obligations under the terms of this Agreement, including, without limitation, the full power and authority to sell and transfer the Purchased Securities to be sold by it hereunder.  This Agreement has been duly and validly authorized, executed and delivered on behalf of such Seller, and this Agreement constitutes the legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

2

2.4Accredited Investor Status.

Such Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act.

2.5Noncontravention.

The execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereby will not (a) result in a violation of the organizational documents of such Seller, (b) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Seller is a party, or (c) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws) applicable to such Seller, except in the case of clauses (b) and (c) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Seller to perform its obligations hereunder.

2.6Consents.

Except for the approvals that shall be obtained by the Closing in accordance with Article IV, no consent, approval, permit, order, notification or authorization of, or any exemption from registration, declaration or filing with, any person (governmental or private) is required in connection with the execution, delivery and performance by such Seller of this Agreement or the consummation by such Seller of the transactions contemplated hereby.

2.7Seller Status.

Such Seller (a) is a sophisticated person with respect to the sale of the Purchased Securities to be sold by it hereunder; (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Securities to be sold by it hereunder; and (c) has independently and without reliance upon any Purchaser, and based on such information as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that such Seller has relied upon any Purchaser’s express representations, warranties and covenants in this Agreement and would not enter into this Agreement in the absence of such representations, warranties and covenants.  Such Seller acknowledges that no Purchaser has given such Seller any investment advice, credit information or opinion on whether the sale of the Purchased Securities to be sold by it hereunder is prudent. Such Seller understands and acknowledges that the Company Sale may be material and non-public information with respect to the Company (the “Information”).  Such Seller further understands that it is fully aware of the Information and has parity with the Purchaser as to the Information.

3

2.8Absence of Litigation.

There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency or self-regulatory organization or body pending or, to the knowledge of such Seller, threatened against or affecting such Seller that could reasonably be expected to have a material adverse effect on the ability of such Seller to perform its obligations hereunder.

2.9Residency.

Such Seller is a resident of that jurisdiction specified below its address on Schedule I hereto.

2.10SAFE Rules and Regulations.

Such Seller that is a People’s Republic of China (“PRC”) resident or PRC citizen has complied, and complies, in all material respects, with the applicable rules and regulations of the State Administration of Foreign Exchange of the PRC (the “SAFE Rules and Regulations”).

2.11No Brokers.

Such Seller has not taken any action that would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transactions contemplated hereby.

2.12No General Solicitation.

Such Seller did not offer or sell the Purchased Securities to be sold by it hereunder by any form of general solicitation or general advertising.

2.13Foreign Corrupt Practices.

Such Seller or other Person acting on behalf of such Seller has not in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”); or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

4

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser, severally and not jointly, represents and warrants with respect to only itself to each Seller as of the date hereof as set forth below in this Article III.

3.1Organization

Such Purchaser is an entity duly organized and validly existing under the laws of the jurisdiction of its formation.

3.2Authority.

Such Purchaser has all requisite power and authority to execute and deliver this Agreement and to carry out and perform all of its obligations under the terms of this Agreement, including, without limitation, the full power and authority to purchase the Purchased Securities.  This Agreement has been duly and validly authorized, executed and delivered on behalf of such Purchaser, and this Agreement constitutes the legal, valid and binding obligation of such Purchaser and enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

3.3Accredited Investor Status.

Such Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act.

3.4Noncontravention.

The execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby will not (a) result in a violation of the organizational documents of such Purchaser, (b) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Purchaser is a party, or (c) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws) applicable to such Purchaser, except in the case of clauses (b) and (c) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.

3.5Purchaser Status.

Such Purchaser (a) is a sophisticated person with respect to the purchase of the Purchased Securities; (b) has had the opportunity to ask questions of and receive answers from representatives of the Sellers, the Company and each of their respective officers, directors, employees and agents concerning the Company in order for such Purchaser to make an informed decision with respect to its investment in the Purchased Securities; (c) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Purchased Securities; (d) is able to bear the economic risk associated with the purchase of the Purchased Securities, has such knowledge and experience, and has undertaken transactions regarding investments of similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of the Purchased Securities; and (e) has independently and without reliance upon the Sellers, and based on such information as such Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that such Purchaser has relied upon the Sellers’ express representations, warranties and covenants in this Agreement and would not enter into this Agreement in the absence of such representations, warranties and covenants.  Such Purchaser acknowledges that no Seller has given such Purchaser any investment advice, credit information or opinion on whether the purchase of the Purchased Securities is prudent.  Such Purchaser acknowledges and agrees that the Purchased Securities have not been registered for sale or resale under the Securities Act and are being transferred under this Agreement pursuant to an exemption from the registration requirements of the Securities Act.  Such Purchaser is acquiring the Purchased Securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act.  Such Purchaser is acquiring the Purchased Securities hereunder in the ordinary course of its business.  Such Purchaser does not presently have any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Purchased Securities.

5

3.6Absence of Litigation.

There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency or self-regulatory organization or body pending or, to the knowledge of such Purchaser, threatened against or affecting such Purchaser that could reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.

3.7No Brokers.

Such Purchaser has not taken any action that would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transactions contemplated hereby.

3.8Purchaser Not Solicited by Any Seller.

Such Purchaser’s interest in purchasing Purchased Securities was not solicited by any Seller.

ARTICLE IV
CONDITIONS TO CLOSING

4.1Conditions to the Sellers’ Obligation to Sell.

The obligation of each Seller hereunder to sell the applicable Purchased Securities to each Purchaser on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for such Seller’s sole benefit and may be waived by such Seller at any time in its sole discretion by providing the Purchasers with prior written notice thereof:

6

(a)Each Purchaser shall have executed and delivered this Agreement to such Seller.

(b)Contemporaneously with the Closing, each Purchaser shall have delivered the Purchase Price with respect to the Purchased Securities being purchased in the Closing to such Seller by wire transfer of immediately available funds pursuant to the written wire instructions provided by such Seller.

(c)The representations and warranties of each Purchaser shall be true and correct in all respects as of the date when made and as of the applicable Closing Date as though made at that time, and each Purchaser shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by each Purchaser at or prior to the Closing Date.

4.2Conditions to the Purchasers’ Obligation to Purchase.

The obligation of each Purchaser hereunder to purchase the Purchased Securities on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for each Purchaser’s sole benefit and may be waived by the Purchasers at any time in its sole discretion by providing the Sellers with prior written notice thereof:

(a)Each Seller shall have executed and delivered this Agreement to the Purchasers.

(b)The representations and warranties of each Seller shall be true and correct in all respects as of the date when made and as of the applicable Closing Date as though made at that time, and each Seller shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Seller at or prior to the Closing Date.

(c)The Company Sale shall have closed simultaneous with the Closing.

(d)Each Seller shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Purchased Securities to be sold by it hereunder.

ARTICLE V
COVENANTS

5.1Delivery of Purchased Securities.

Each Seller selling the Purchased ADSs shall, at the Closing, give evidence of the irrevocable instructions to such Seller’s agent or other account representative to credit the Purchased ADSs to be sold by such Seller to the relevant Purchaser’s balance account (which shall be with an agent or other account representative which is a participant with The Depository Trust Company (“DTC”)) in accordance with the written settlement instructions delivered by the Purchasers to such Seller prior to the Closing Date and the applicable procedures of DTC.  Each Seller selling the Purchased Common Shares shall at the Closing give appropriate instructions to the Company and its company secretary to cause the Purchased Common Shares sold by it hereunder to be registered under the name of the relevant Purchasers.

7

5.2Fees.

The Sellers and the Purchasers shall pay all of their own respective legal fees and costs and expenses, and to pay any and all of their own respective taxes (including sales taxes, income taxes, business taxes, capital gains taxes, stamp duties, value added taxes, use taxes, transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expense) incurred in connection with the negotiation, execution, delivery and performance of this Agreement and the transactions contemplated hereby. It shall be the sole responsibility of each Seller and Purchaser to make any of its own required tax filings and to pay any and all of its own respective taxes (including sales taxes, income taxes, business taxes, capital gains taxes, stamp duties, value added taxes, use taxes, transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expense) incurred in connection with the negotiation, execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby.

5.3Further Assurances.

Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

5.4Tax Forms.

Each such Seller agrees to deliver or procure delivery to the Purchasers prior to or at each Closing Date a properly completed and executed United States Treasury Department Form W-9 or the applicable Form W-8, as applicable (or other applicable form or statement specified by United States Treasury Department regulations in lieu thereof).

5.5Compliance with SAFE Rules and Regulations.

Each such Seller and/or its direct or indirect owners or controlling persons that is a PRC resident or PRC citizen will use its best efforts to comply with any applicable SAFE Rules and Regulations, including without limitation, completing any registration and other procedures required under applicable SAFE Rules and Regulations, and irrevocably authorizing the controlling person in writing, in accordance with applicable SAFE Rules and Regulations, to handle any registrations and other procedures required under applicable SAFE Rules and Regulations on their behalf.

8

5.6No Conflicts with Sanctions Laws.

Such Seller is not currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is such Seller, any of its Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and such Seller will not use the proceeds of the offering of the Purchased Securities sold by it hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, directly or indirectly, (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions or in any manner that is not in compliance with applicable laws, rules and regulations of any governmental agency having jurisdiction over such Seller including, without limitation, the requirement for PRC residents or citizens to repatriate the net proceeds received by such Seller into the PRC under the applicable regulation of the Ministry of Commerce and the State Administration of Foreign Exchange of the PRC. For the past five years, such Seller has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.  The obligations of each Seller under this Section 5.6 are separate agreements and are several and not joint obligations with any other Seller.

ARTICLE VI
MISCELLANEOUS PROVISIONS

6.1Governing Law; Jurisdiction; Jury Trial.

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

9

6.2Indemnification.

(a)In consideration of each Purchaser’s execution and delivery of this Agreement and acquiring the Purchased Securities thereunder and in addition to all of each Seller’s other obligations under this Agreement, each Seller shall, severally and not jointly, defend, protect, indemnify and hold harmless each Purchaser and its shareholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Purchaser Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Purchaser Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Purchaser Indemnified Liabilities”), incurred by any Purchaser Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by such Seller in this Agreement, or (b) any breach of any covenant, agreement or obligation of such Seller contained in this Agreement.  To the extent that the foregoing undertaking by each Seller may be unenforceable for any reason, each such Seller shall make the maximum contribution to the payment and satisfaction of each of the Purchaser Indemnified Liabilities that is permissible under applicable law.  Notwithstanding any provision of this Section 6.2(a) to the contrary, no Seller shall have any liability under this Agreement for amount in excess of those amount actually received by it hereunder or for any consequential, exemplary, special, incidental or punitive damages of any kind whatsoever.

(b)In consideration of each Seller’s execution and delivery of this Agreement and sale of Purchased Securities hereunder and in addition to all of each Purchaser’s other obligations under this Agreement, each Purchaser shall, severally and not jointly, defend, protect, indemnify and hold harmless each Seller and its shareholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Seller Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Seller Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Seller Indemnified Liabilities”), incurred by any Seller Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by such Purchaser in this Agreement, or (b) any breach of any covenant, agreement or obligation of such Purchaser contained in this Agreement. To the extent that the foregoing undertaking by each Purchaser may be unenforceable for any reason, each such Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Seller Indemnified Liabilities that is permissible under applicable law.  Notwithstanding any provision of this Section 6.2(b) to the contrary, no Purchaser shall have any liability under this Agreement for amounts in excess of those amounts actually paid by it hereunder or for any consequential,  exemplary, special, incidental or punitive damages of any kind whatsoever.

10

6.3Headings.

The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

6.4Severability.

If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.  The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

6.5Entire Agreement; Amendments.

This Agreement supersedes all other prior oral or written agreements among the Purchasers and the Sellers, their affiliates and persons acting on their behalf solely with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties solely with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Sellers nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters.  No provision of this Agreement may be amended other than by an instrument in writing signed by the Sellers and the Purchasers.  No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

6.6Notices.

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or by electronic mail; or (iii) one business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same.  The addresses, facsimile numbers and e-mail addresses for such communications shall be:

11

If to a Seller, to the address set forth in column (2) of Schedule I.

If to a Purchaser, to the address set forth in column (2) of Schedule II,

with a copy to (for information purposes only):

Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022

United States of America
Telephone:(212) 756-2000
Facsimile:(212) 593-5955
Attention:Eleazer N. Klein, Esq.
E-mail:eleazer.klein@srz.com

or to such other address, facsimile number or e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party at least five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date and recipient facsimile number or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively. A copy of the e-mail transmission containing the time, date and recipient e-mail address shall be rebuttable evidence of receipt by e-mail in accordance with clause (ii) above.

6.7Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.  Except as otherwise provided herein, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties hereto.

6.8No Third Party Beneficiaries.

This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

6.9Survival.

Unless this Agreement is terminated by mutual consent of the Sellers and the Purchasers, the representations and warranties of the Sellers and the Purchasers contained in Articles II and III shall survive the Closing Date and the delivery, in whole or in part, of the Purchased Securities.

12

6.10Termination.

In the event that the Closing shall not have occurred with respect to the Purchasers on or before five (5) business days from the date hereof due to a Seller’s or a Purchaser’s failure to satisfy the conditions set forth in Sections 4.1 and 4.2 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party.

6.11No Strict Construction.

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

6.12Counterparts.

This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

6.13Confidentiality.

Each of the Purchasers and the Sellers hereby agrees, without the prior written consent of the other, to not disclose, and to otherwise keep confidential, the sale of the Purchased Securities contemplated hereby, except to the extent that disclosure thereof is required by law, rule or regulation or as required or requested by any competent governmental, regulatory or supervisory authority or has become publicly known through no fault of such party; provided, however, that the Purchasers and the Sellers may disclose information regarding such sale to their respective accountants, attorneys, limited partners, shareholders and other interest holders.

6.14Currency.

Unless otherwise indicated, all dollar amounts referred to in this Agreement are in United States Dollars.  All amounts owing under this Agreement shall be paid in United States dollars.  All amounts denominated in other currencies shall be converted in the United States dollar equivalent amount in accordance with the Exchange Rate on the date of calculation.  “Exchange Rate” means, in relation to any amount of currency to be converted into United States dollars pursuant to this Agreement, the United States dollar exchange rate as published in The Wall Street Journal on the relevant date of calculation.

13

6.15Judgment Currency.

(i)If for the purpose of obtaining or enforcing any judgment against any Seller in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 6.16 referred to as the “Judgment Currency”) an amount due in United States Dollars under this Agreement, the conversion shall be made at the Exchange Rate prevailing on the Business Day immediately preceding:

(1)the date of actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or

(2)the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section being hereinafter referred to as the “Judgment Conversion Date”).

(ii)If in the case of any proceeding in the court of any jurisdiction referred to in Section 6.16(i)(2) above, there is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of United States Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

(iii)Any amount due from any Seller under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Agreement.

[The remainder of the page is intentionally left blank]

14

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

SELLERS:
CTRIP INVESTMENT HOLDING LTD
By:	/s/ Liang Jianzhang
Name:	Liang Jianzhang
Title:	Director
By:	/s/ Wu Wenjie
Name:	Wu Wenjie
Title:	Director

[Signature Page to Securities Purchase Agreement]

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

SELLERS:
THE CRAWFORD GROUP, INC.
By:	/s/ William W. Snyder
	Name: William W. Snyder
	Title: Executive Vice President

[Signature Page to Securities Purchase Agreement]

PURCHASERS:
TIGER GLOBAL MAURITIUS FUND
By:	/s/ Moussa Taujoo
	Name: Moussa Taujoo
	Title: Director

[Signature Page to Securities Purchase Agreement]

PURCHASERS:
SRS PARTNERS I MAURITIUS LIMITED
By:	/s/ Karthik R. Sarma
	Name: Karthik R. Sarma
	Title: Director
SRS PARTNERS II MAURITIUS LIMITED
By:	/s/ Karthik R. Sarma
	Name: Karthik R. Sarma
	Title: Director

[Signature Page to Securities Purchase Agreement]

SCHEDULE I

	(2)
(1) Seller	Address and  Facsimile Number
Ctrip Investment Holding Ltd	99 Fu Quan RoadShanghai 200335People’s Republic of China(For notification purposes only. Ctrip Investment Holding Ltd is incorporated in Cayman Islands) Attention: Chief Strategy OfficerFacsimile: +86-21-3406 4880 ext. 12131 Telephone: +862154261465 E-mail: JennyWu@Ctrip.com
The Crawford Group, Inc.	600 Corporate Park Drive St. Louis Missouri 63105 the United States
	Attention: William Snyder Fax: 314-512-5445 Tel: 314-512-3226 Email: williamw.snyder@ehi.com

SCHEDULE II

	(2)
(1) Purchaser	Address and Facsimile Number
Tiger Global Mauritius Fund	Tiger Global Mauritius Fund TwentySeven, Cybercity Ebene, Mauritius Attention:  Moussa Taujoo Facsimile: +230 454 5323 Telephone: +230 5253 3286 E-mail: mtaujoo@tigerglobal.com
SRS Partners I Mauritius Limited	SRS Partners I Mauritius Limited c/o  SRS Investment Management, LLC One Bryant Park, 39th Floor New York, NY 10036 Attention: Ben Taksel, Chief Financial Officer Facsimile: (212) 918-3445 Telephone: (212) 520-7907 E-Mail:  ben.taksel@srsfund.com
SRS Partners II Mauritius Limited	SRS Partners II Mauritius Limited c/o  SRS Investment Management, LLC One Bryant Park, 39th Floor New York, NY 10036 Attention: Ben Taksel, Chief Financial Officer Facsimile: (212) 918-3445 Telephone: (212) 520-7907 E-Mail:  ben.taksel@srsfund.com

SCHEDULE III

Purchaser	Seller	Number of  Common Shares to  be Purchased from  such Seller	Number of ADSs  to be Purchased  from such Seller	Purchase Price to such Seller
Tiger Global Mauritius Fund	Ctrip Investment Holding Ltd	1,111,111	n/a	$	6,666,666.00
SRS Partners I Mauritius Limited	Ctrip Investment Holding Ltd	265,555	n/a	$	1,593,336.00
SRS Partners II Mauritius Limited	Ctrip Investment Holding Ltd	290,000	n/a	$	1,740,000.00
Tiger Global Mauritius Fund	The Crawford Group, Inc.	n/a	333,333	$	3,999,996.00
SRS Partners I Mauritius Limited	The Crawford Group, Inc.	n/a	79,667	$	956,004.00
SRS Partners II Mauritius Limited	The Crawford Group, Inc.	n/a	87,000	$	1,044,000.00