Schedule 13D

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

10,528,160^* (see Item 5)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

10,528,160^* (see Item 5)

0001193125-18-070573.txt : 20180305 0001193125-18-070573.hdr.sgml : 20180305 20180305163606 ACCESSION NUMBER: 0001193125-18-070573 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20180305 DATE AS OF CHANGE: 20180305 GROUP MEMBERS: BARING ASIA PRIVATE EQUITY FUND VI CO-INVESTMENT L.P. GROUP MEMBERS: BARING ASIA PRIVATE EQUITY FUND VI, L.P.1 GROUP MEMBERS: BARING ASIA PRIVATE EQUITY FUND VI, L.P.2 GROUP MEMBERS: BARING PRIVATE EQUITY ASIA GP VI LTD GROUP MEMBERS: BARING PRIVATE EQUITY ASIA GP VI, L.P. GROUP MEMBERS: BPEA TEAMSPORT HOLDINGS LTD GROUP MEMBERS: JEAN ERIC SALATA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: eHi Car Services Ltd CENTRAL INDEX KEY: 0001517492 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88413 FILM NUMBER: 18666549 BUSINESS ADDRESS: STREET 1: UNIT 12/F, BUILDING NO.5 GUOSHENG CENTER STREET 2: 388 DADUHE ROAD CITY: Shanghai STATE: F4 ZIP: 200062 BUSINESS PHONE: (8621)-64687000 MAIL ADDRESS: STREET 1: UNIT 12/F, BUILDING NO.5 GUOSHENG CENTER STREET 2: 388 DADUHE ROAD CITY: Shanghai STATE: F4 ZIP: 200062 FORMER COMPANY: FORMER CONFORMED NAME: eHi Auto Services Ltd DATE OF NAME CHANGE: 20110406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BPEA Teamsport Ltd CENTRAL INDEX KEY: 0001733224 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 65-6438-1330 MAIL ADDRESS: STREET 1: PO BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13D 1 d454438dsc13d.htm SCHEDULE 13D Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934*

eHi Car Services Limited

(Name of Issuer)

Class A Common Shares, par value $0.001 per share**

American Depositary Shares, each representing two Class A Common Shares

(Title of Class of Securities)

26853A100***

(CUSIP Number)

BPEA Teamsport Limited

P.O. Box 31119

Grand Pavilion

Hibiscus Way

802 West Bay Road

Grand Cayman, KY1-1205

Cayman Islands

(Facsimile) +65 6593 3711

with copies to:

Patrick Cordes

Baring Private Equity Asia Limited

3801 Two International Finance Centre

8 Finance Street

Central, Hong Kong

(Facsimile) +852 2843 9372

Tim Gardner

William Welty

Weil, Gotshal & Manges LLP

29/F, Alexandra House

18 Chater Road, Central

Hong Kong

+852 3476 9000

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

February 23, 2018

(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: ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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.

**	Not for trading, but only in connection with the listing on The New York Stock Exchange of American Depositary Shares, each representing two Class A Common Shares.

***	CUSIP number of the American Depositary Shares, each representing two Class A Common Shares.

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).

SCHEDULE 13D


CUSIP No. 26853A100


1		NAME OF REPORTING PERSON The Baring Asia Private Equity Fund VI, L.P.1
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

Consists of 10,528,160 Class A Shares (as defined below) represented by 5,264,080 ADSs (as defined below) that, for purposes of this Statement on Schedule 13D, may be deemed to be beneficially owned by the Reporting Persons (as defined below) pursuant to the terms of the SPA (as defined below). See Item 4 of this Statement on Schedule 13D for a description of the SPA.

^**	Percentage calculated based on 74,279,018 Class A Shares (as defined below) outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below).

SCHEDULE 13D


CUSIP No. 26853A100


1		NAME OF REPORTING PERSON The Baring Asia Private Equity Fund VI, L.P.2
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

^**	Percentage calculated based on 74,279,018 Class A Shares (as defined below) outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below).

SCHEDULE 13D


CUSIP No. 26853A100


1		NAME OF REPORTING PERSON The Baring Asia Private Equity Fund VI Co-Investment L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

^**	Percentage calculated based on 74,279,018 Class A Shares (as defined below) outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below).

SCHEDULE 13D


CUSIP No. 26853A100


1		NAME OF REPORTING PERSON Baring Private Equity Asia GP VI, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

^**	Percentage calculated based on 74,279,018 Class A Shares (as defined below) outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below).

SCHEDULE 13D


CUSIP No. 26853A100


1		NAME OF REPORTING PERSON Baring Private Equity Asia GP VI Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

^**	Percentage calculated based on 74,279,018 Class A Shares (as defined below) outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below).

SCHEDULE 13D


CUSIP No. 26853A100


1		NAME OF REPORTING PERSON BPEA Teamsport Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

^**	Percentage calculated based on 74,279,018 Class A Shares (as defined below) outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below).

SCHEDULE 13D


CUSIP No. 26853A100


1		NAME OF REPORTING PERSON BPEA Teamsport Holdings Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

^**	Percentage calculated based on 74,279,018 Class A Shares (as defined below) outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below).

SCHEDULE 13D


CUSIP No. 26853A100


1		NAME OF REPORTING PERSON Jean Eric Salata
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Chile

^**	Percentage calculated based on 74,279,018 Class A Shares (as defined below) outstanding as of October 31, 2017, as set forth in the Proxy Statement (as defined below).

Item 1.

Security and Issuer

The title and class of equity securities to which this Statement on Schedule 13D (this “Schedule 13D”) relates are the Class A common shares, par value $0.001 per share (“Class A Shares”), including Class A Shares represented by American Depositary Shares (“ADSs”), each representing two Class A Shares, of eHi Car Services Limited (the “Issuer”), a Cayman Islands company. The address of the principal executive offices of the Issuer is Unit 12/F, Building No. 5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, People’s Republic of China.

Item 2.

Identity and Background

This Schedule 13D is being jointly filed by the following persons:

(i)	BPEA Teamsport Limited (“Baring SPV”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, as the purchaser under the SPA and a Consortium Member (as defined below);

(ii)	BPEA Teamsport Holdings Limited (“Baring SPV Holdings”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, as the sole shareholder of Baring SPV;

(iii)

The Baring Asia Private Equity Fund VI, L.P.1 (“Baring LP1”), an exempted limited partnership formed under the laws of the Cayman Islands, as a joint shareholder of Baring SPV Holdings;

(iv)	The Baring Asia Private Equity Fund VI, L.P.2 (“Baring LP2”), an exempted limited partnership formed under the laws of the Cayman Islands, as a joint shareholder of Baring SPV Holdings;

(v)	The Baring Asia Private Equity Fund VI Co-investment L.P. (“Baring Co-Invest LP”), an exempted limited partnership formed under the laws of the Cayman Islands, as a joint shareholder of Baring SPV Holdings;

(vi)	Baring Private Equity Asia GP VI, L.P. (“Baring GP”), an exempted limited partnership formed under the laws of the Cayman Islands, as the general partner of Baring LP1, Baring LP2 and Baring Co-Invest LP;

(vii)

Baring Private Equity Asia GP VI Limited (“Baring Limited”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, as the general partner of Baring GP; and

(viii)

Mr. Jean Eric Salata (“Mr. Salata”), as the sole shareholder of Baring Limited.

Baring SPV, Baring SPV Holdings, Baring LP1, Baring LP2, Baring Co-Invest LP, Baring GP, Baring Limited and Mr. Salata are referred to herein as the “Reporting Persons” and each a “Reporting Person”.

Baring SPV and Baring SPV Holdings have their principal office at P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands. Baring LP1, Baring LP2, Baring Co-Invest LP, Baring GP and Baring Limited have their principal office at PO Box 309, Ugland House Grand Cayman, KY 1-1104, Cayman Islands. Mr. Salata’s principal office is at 3801 Two International Finance Centre, 8 Finance Street, Central, Hong Kong. Baring SPV acts through its sole shareholder Baring SPV Holdings. Baring SPV Holdings acts through its joint shareholders Baring LP1, Baring LP2 and Baring Co-Invest LP, which in turn act through their general partner Baring GP, which in turn acts through its general partner Baring Limited. The principal business of Baring SPV, Baring SPV Holdings, Baring LP1, Baring LP2, Baring Co-Invest LP, Baring GP and Baring Limited is investment activities. Mr. Salata is the sole shareholder of Baring Limited and disclaims beneficial ownership of the investment by Baring SPV except to the extent of his economic interest. Mr. Salata’s current principal occupation is acting as an investment advisor.

The directors of Baring SPV, Baring SPV Holdings and Baring Limited are set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person:

(i)

name;

(ii)	business address;

(iii)

present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv)	citizenship.

As of the date hereof, Baring SPV, Baring SPV Holdings and Baring Limited do not have any executive officers.

During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any person named in Schedule I, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

Item 3.

Source and Amount of Funds or Other Consideration

In connection with the ADS Purchase (as defined below), it is anticipated that, at the price per ADS of US$12.00 (subject to adjustment in accordance with the terms of the SPA), an aggregate of approximately US$63.2 million (subject to adjustment in accordance with the terms of the SPA) will be expended in acquiring an aggregate of 5,264,080 ADSs (the “Subject ADSs”), representing 10,528,160 Class A Shares. The source of the funds for the ADS Purchase will be the Reporting Persons’ funds available for investment. The descriptions of the ADS Purchase and the SPA set forth in Item 4 are incorporated by reference in their entirety into this Item 3.

The information disclosed in this Item 3 is qualified in its entirety by reference to the SPA, a copy of which is filed as Exhibit 7.04, and is incorporated herein by reference in its entirety.

Item 4.

Purpose of Transaction

On January 1, 2018, MBK Partners HK Limited and Mr. RuiPing Zhang (“Mr. Zhang”) submitted a preliminary, non-binding proposal to the Issuer (the “Proposal”), pursuant to which they proposed to acquire all of the outstanding common shares of the Issuer (the “Common Shares”) (including Common Shares represented by ADSs) for US$13.35 in cash per ADS or US$6.675 in cash per Common Share (such proposed acquisition, the “Proposed Transaction”). The Proposal superseded and replaced the preliminary, non-binding proposal submitted by Goliath Advisors Limited to the Issuer on November 26, 2017, pursuant to which it proposed to acquire all of the outstanding Common Shares (including Common Shares represented by ADSs) for the same price per ADS and the same price per Common Share set forth in the Proposal.

On February 23, 2018, (i) Fastforward Company Ltd (“MBKP SPV”), an affiliate of MBK Partners Fund IV, L.P., (ii) Baring SPV, and (iii) Mr. Zhang (MBKP SPV, Baring SPV and Mr. Zhang together the “Consortium” and each a “Consortium Member”) entered into a consortium term sheet (the “Consortium Term Sheet”) setting forth non-binding, indicative terms regarding the Consortium and the Proposed Transaction, except for certain terms that are legally binding among the Consortium Members. Pursuant to the legally binding terms of the Consortium Term Sheet, among other things, MBKP SPV and Mr. Zhang agreed to work exclusively with each other in good faith in pursuit of the Proposed Transaction until April 1, 2018 (subject to any extension pursuant to the Consortium Term Sheet). The Consortium Term Sheet contemplates Mr. Zhang and certain of his affiliates contributing their Common Shares to an acquisition entity to be created by the Consortium for purposes of the Proposed Transaction, in exchange for equity interests in such acquisition entity, and MBKP SPV and Baring SPV, and/or one or more of their respective affiliates, making cash contributions to such acquisition entity, in exchange for equity interests in such acquisition entity.

On February 23, 2018, Baring SPV entered into a Securities Purchase Agreement (the “SPA”) with Tiger Global Mauritius Fund, a Mauritius company limited by shares (“TGMF”), for the purchase of the Subject ADSs (the “ADS Purchase”). The closing of the transaction contemplated by the SPA (the “Closing”) is scheduled to occur on or prior to May 30, 2018. The initial purchase price is US$12.00 per ADS, subject to adjustment as provided in the SPA, for an aggregate purchase price for all Subject ADSs of approximately $63.2 million, subject to adjustment as provided in the SPA (the “Purchase Price”). Pursuant to the terms of the SPA, Baring SPV paid TGMF a deposit of approximately US$6.3 million, which will be credited against the Purchase Price at the Closing and in certain circumstances may be forfeited in connection with the termination of the SPA. The SPA also provides that, in the event (i) the Issuer enters into a definitive agreement with the Consortium or any affiliates thereof with respect to the Proposed Transaction, (ii) the Proposed Transaction is submitted for the authorization of the Issuer’s shareholders at an extraordinary general meeting, and (iii) the Closing has occurred, and TGMF, for any reason, is entitled to vote or give voting instructions with respect to the Subject ADSs at such extraordinary general meeting, TGMF grants to Baring SPV a proxy to vote and/or give voting instructions with respect to the Subject ADSs in any manner deemed appropriate by Baring SPV.

The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Proposal, the Consortium Term Sheet and the SPA, copies of which are attached hereto as Exhibits 7.02, 7.03 and 7.04, respectively, and which are incorporated herein by reference in their entirety.

If the Proposed Transaction is entered into and consummated, the ADSs will no longer be traded on the New York Stock Exchange and the registration of the ADSs under Section 12 of the Securities Act of 1933, as amended, will be terminated. No assurance can be given that any proposal, any definitive agreement or any transaction relating to the Proposed Transaction will be entered into or consummated. The Proposal provides that a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive agreements, and then only on the terms and conditions provided in such documentation.

The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions discussed in this Item 4. Any action taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws and the terms of the Consortium Term Sheet. Subject to the terms of the Consortium Term Sheet, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional Common Shares and/or ADSs, dispose of some or all of their Common Shares and/or ADSs, engage in short-selling or hedging or similar transactions with respect to the Common Shares and/or ADSs, and/or continue to hold Common Shares and/or ADSs.

In addition, consummation of the Proposed Transaction could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in a merger) to consist solely of persons to be designated by the Consortium Members, and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company.

Item 5.

Interest in Securities of the Issuer

(a) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.

As of the date hereof, the Reporting Persons may be deemed under Rule 13d-3 to beneficially own 10,528,160 Class A Shares represented by the Subject ADSs pursuant to the terms of the SPA described in Item 4 and incorporated herein by reference, which represent approximately 14.2% of the outstanding Class A Shares (based on 74,279,018 Class A Shares outstanding as of October 31, 2017, as set forth in the Issuer’s proxy statement, filed under cover of Form 6-K on November 30, 2017 (the “Proxy Statement”)).

The Reporting Persons may be deemed to be a “group” with Mr. Zhang and his affiliates pursuant to Section 13(d) of the Act as a result of entering into the Consortium Term Sheet (as described in Item 4). However, each of the Reporting Persons expressly disclaims beneficial ownership for all purposes of the Common Shares and ADSs beneficially owned (or deemed to be beneficially owned) by Mr. Zhang and his affiliates. The Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information contained in any other Schedules 13D filed by Mr. Zhang and his affiliates.

(b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D and Item 5(a) are incorporated herein by reference.

Although the Reporting Persons do not currently have the power to vote or dispose of the 10,528,160 Class A Shares represented by the Subject ADSs that the Reporting Persons may be deemed under Rule 13d-3 to beneficially own pursuant to the terms of the SPA described in Item 4 and incorporated herein by reference, the Reporting Persons may be deemed under Rule 13d-3 to share voting and dispositive power with respect to such 10,528,160 Class A Shares represented by the Subject ADSs.

(c) Except as set forth in Items 3 and 4, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons has effected any transactions relating to the Common Shares during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Items 4, 5 and 7 are incorporated herein by reference.

Pursuant to Rule 13d-1(k), the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D, and any amendment or amendments thereto, a copy of which is filed as Exhibit 7.01 and is incorporated herein by reference in its entirety.

Other than as set forth in Item 4, to the best knowledge of the Reporting Persons there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7.

Material to be Filed as Exhibits

The following is filed herewith as an Exhibit to this Schedule 13D:


Exhibit 7.01		Agreement of Joint Filing by and among the Reporting Persons, dated March 5, 2018.

Exhibit 7.02		Proposal from MBK Partners HK Limited and Mr. Zhang, dated January 1, 2018.

Exhibit 7.03		Consortium Term Sheet by and among Baring SPV, MBKP SPV and Mr. Zhang, dated February 23, 2018.

Exhibit 7.04		Securities Purchase Agreement by and between Baring SPV and TGMF, dated February 23, 2018.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: March 5, 2018


BPEA Teamsport Limited

By:		/s/ Kirti Ram Hariharan
Name:		Kirti Ram Hariharan
Title:		Director

BPEA Teamsport Holdings Limited

By:		/s/ Kirti Ram Hariharan
Name:		Kirti Ram Hariharan
Title:		Director

The Baring Asia Private Equity Fund VI, L.P.1

By: Baring Private Equity Asia GP VI, L.P. acting as its general partner

By: Baring Private Equity Asia GP VI Limited acting as its general partner

By:		/s/ Tek Yok Hua
Name:		Tek Yok Hua
Title:		Director

The Baring Asia Private Equity Fund VI, L.P.2

By: Baring Private Equity Asia GP VI, L.P. acting as its general partner

By: Baring Private Equity Asia GP VI Limited acting as its general partner

By:		/s/ Tek Yok Hua
Name:		Tek Yok Hua
Title:		Director

The Baring Asia Private Equity Fund VI Co-Investment L.P.

By: Baring Private Equity Asia GP VI, L.P. acting as its general partner

By: Baring Private Equity Asia GP VI Limited acting as its general partner

By:		/s/ Tek Yok Hua
Name:		Tek Yok Hua
Title:		Director


Baring Private Equity Asia GP VI, L.P.

By: Baring Private Equity Asia GP VI Limited acting as its general partner

By:		/s/ Tek Yok Hua
Name:		Tek Yok Hua
Title:		Director

Baring Private Equity Asia GP VI Limited

By:		/s/ Tek Yok Hua
Name:		Tek Yok Hua
Title:		Director

/s/ Jean Eric Salata
Jean Eric Salata

Schedule I

Baring Private Equity Asia GP VI Limited

The name and present principal occupation of each of the directors of Baring Private Equity Asia GP VI Limited are set forth below.


Name	Principal Occupation	Country of citizenship	Principal Business Address
Tek Yok Hua	Administration	Singapore	50 Collyer Quay #11-03/04 OUE Bayfront, Singapore 049321

Ramesh Awatarsing	Administration	Mauritius	3rd Floor, 355, NeXTeracom Tower 1 Cybercity, Ebene 72201 Mauritius

BPEA Teamsport Holdings Limited

The name and present principal occupation of the sole director of BPEA Teamsport Holdings Limited are set forth below.

Name

Principal

Occupation

Country of
citizenship

Principal Business Address

Kirti Ram Hariharan

General Counsel, Baring Private Equity Asia Pte Ltd

India

50 Collyer Quay #11-03/04

OUE Bayfront,

Singapore 049321

BPEA Teamsport Limited

The name and present principal occupation of the sole director of BPEA Teamsport Limited are set forth below.

Name

Principal

Occupation

Country of
citizenship

Principal Business Address

Kirti Ram Hariharan

General Counsel, Baring Private Equity Asia Pte Ltd

India

50 Collyer Quay #11-03/04

OUE Bayfront,

Singapore 049321

EX-99.(7.01) 2 d454438dex99701.htm EXHIBIT 7.01 Exhibit 7.01

EXHIBIT 7.01

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Shares (including Class A Shares represented by ADSs) of eHi Car Services Limited and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.

Dated: March 5, 2018


BPEA Teamsport Limited

By:		/s/ Kirti Ram Hariharan
Name:		Kirti Ram Hariharan
Title:		Director

BPEA Teamsport Holdings Limited

By:		/s/ Kirti Ram Hariharan
Name:		Kirti Ram Hariharan
Title:		Director

The Baring Asia Private Equity Fund VI, L.P.1

By: Baring Private Equity Asia GP VI, L.P. acting as its general partner

By: Baring Private Equity Asia GP VI Limited acting as its general partner

By:		/s/ Tek Yok Hua
Name:		Tek Yok Hua
Title:		Director

The Baring Asia Private Equity Fund VI, L.P.2

By: Baring Private Equity Asia GP VI, L.P. acting as its general partner

By: Baring Private Equity Asia GP VI Limited acting as its general partner

By:		/s/ Tek Yok Hua
Name:		Tek Yok Hua
Title:		Director


The Baring Asia Private Equity Fund VI Co-Investment L.P.

By: Baring Private Equity Asia GP VI, L.P. acting as its general partner

By: Baring Private Equity Asia GP VI Limited acting as its general partner

By:		/s/ Tek Yok Hua
Name:		Tek Yok Hua
Title:		Director

Baring Private Equity Asia GP VI, L.P.

By: Baring Private Equity Asia GP VI Limited acting as its general partner

By:		/s/ Tek Yok Hua
Name:		Tek Yok Hua
Title:		Director

Baring Private Equity Asia GP VI Limited

By:		/s/ Tek Yok Hua
Name:		Tek Yok Hua
Title:		Director

/s/ Jean Eric Salata
Jean Eric Salata

EX-99.(7.02) 3 d454438dex99702.htm EXHIBIT 7.02 Exhibit 7.02

EXHIBIT 7.02

Preliminary Non-Binding Proposal

to Acquire eHi Car Services Limited in a Taking-Private Transaction

January 1^st, 2018

The Board of Directors

eHi Car Services Limited

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

PuTuo District, Shanghai, 200062

The People’s Republic of China

Dear Members of the Board of Directors:

Mr. Ray RuiPing Zhang (“Mr. Zhang”) and MBK Partners HK Limited (“MBKP HK” and, together with Mr. Zhang, the “Consortium”) are pleased to submit this updated preliminary non-binding proposal (the “Proposal”) to acquire eHi Car Services Limited (the “Company”) in a going-private transaction (the “Acquisition”).

The Consortium was formed in furtherance of the going-private transaction proposed in the preliminary non-binding proposal letter submitted by Goliath Advisors Limited (“GAL”) on November 26, 2017 (the “Initial Proposal”). GAL has agreed for this Proposal to supersede and replace GAL’s Initial Proposal. We understand that GAL will separately confirm the foregoing to the Company’s Board of Directors (the “Board”).

We believe that our Proposal provides an attractive opportunity for the Company’s shareholders. The per share purchase price set forth in this Proposal is the same price contemplated by the Initial Proposal. Our Proposal represents a premium of approximately 18.57% to the volume-weighted average closing price of the Company’s ADSs (as defined below) during the 3 trading days immediately prior to the date of the Initial Proposal, a premium of approximately 19.65% to the volume-weighted average closing price of the Company’s ADSs during the 5 trading days immediately prior to the date of the Initial Proposal, a premium of approximately 19.41% to the volume-weighted average closing price of the Company’s ADSs during the 30 trading days immediately prior to the date of the Initial Proposal and a premium of approximately 26.97% to the volume-weighted average closing price of the Company’s ADSs during the 90 trading days immediately prior to the date of the Initial Proposal.

Set forth below are the key terms of our Proposal:

Consortium. Mr. Zhang and MBKP HK have formed the Consortium and have agreed to work together exclusively in pursuing the Acquisition. The Consortium will form an acquisition vehicle for the purpose of implementing the Acquisition. Please also note that the members of the Consortium are interested only in pursuing the Acquisition and are not interested in selling their shares in any other transaction involving the Company.

Purchase Price. In our Proposal, the consideration payable for each American Depositary Share of the Company (“ADS”, each representing two Class A common shares of the Company) will be US$13.35 in cash, or US$6.675 in cash per common share (in each case other than those ADSs or common shares held by members of the Consortium), the same consideration proposed in the Initial Proposal.

3.	Funding. We intend to finance the Acquisition with a combination of equity capital and debt capital. Equity financing will be provided in the form of cash and rollover equity by members of the Consortium (or their affiliates) and any additional members admitted to the Consortium.

4.	Due Diligence. We believe that we will be in a position to complete customary legal, financial and accounting due diligence for the Acquisition in a timely manner and in parallel with discussions on the Definitive Agreements.

Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) providing for the Acquisition and related transactions. The Definitive Agreements will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

Process. We believe that the Acquisition will provide superior value to the Company’s shareholders. We recognize that the Board will evaluate the Acquisition independently before it can make its determination to endorse it. Given the involvement of Mr. Zhang (who is the chairman and chief executive officer of the Company) in the Acquisition, we appreciate that the special committee of the Board will proceed to consider our Proposal and the Acquisition and that Mr. Zhang will recuse himself from participating in any evaluation by the Board related to the Acquisition.

Confidentiality. We expect the Company to make a public announcement in connection with receiving our Proposal. However, we are sure you will agree with us that it is in all of our interests to ensure that we otherwise proceed in a strictly confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.

About MBKP. MBKP HK is an affiliate of MBK Partners (“MBKP”). Founded in 2005, MBKP is one of the largest private equity funds in Asia with capital under management of over US$15 billion. MBKP focuses on North Asia and has developed expertise in various industries, including consumer and retail, telecommunications and media, financial services, healthcare, logistics and industrials. MBKP has completed transactions of over US$21 billion in aggregate value, with aggregate revenues of its portfolio companies exceeding US$36 billion. MBKP has over 45 investment professionals across five offices in North Asia.

No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.

In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.


Sincerely,

Ray RuiPing Zhang

/s/ Ray RuiPing Zhang

MBK Partners HK Limited

By:		/s/ Hongfei Yu
Name:		Hongfei Yu
Title:		Managing Director & Co-head of Greater China

EX-99.(7.03) 4 d454438dex99703.htm EXHIBIT 7.03 Exhibit 7.03

Exhibit 7.03

EXECUTION COPY

PROJECT TEAMSPORT

CONSORTIUM TERM SHEET

Dated February 23, 2018

This term sheet (this “Term Sheet”) sets forth certain key terms with respect to the formation and conduct of a consortium between the parties (the “Consortium”) for purposes of jointly pursuing the acquisition of all of the outstanding shares (the “Shares”) of eHi Car Services Limited (the “Target”) or a similar transaction (the “Proposed Transaction”). This Term Sheet is indicative only and shall not be legally binding between the parties with respect to the subject matter hereof, except for the paragraphs opposite the headings “Consortium Bid Actions”, “Interim Investment Agreement and Shareholders Agreement”, “Termination”, “Exclusivity”, “Expenses”, “Termination Fee”, “Confidentiality”, “Governing Law & Forum”, “Severability” and “Counterparts” below (collectively, the “Legally Binding Terms”), which shall be valid and legally binding upon the parties. Subject to the foregoing sentence, no party shall have any other obligation of any kind with respect to the terms described herein or any other similar transaction until the execution and delivery of final definitive agreements.


1.	Consortium:	Fastforward Company Ltd and/or one or more of its affiliates (“MBKP”), BPEA Teamsport Limited and/or one or more of its affiliates (“Baring”) and Mr. Ray RuiPing Zhang, the chairman and chief executive officer of the Target (the “Chairman” and, together with MBKP, the “Designated Initial Members” and each of the Designated Initial Members and Baring, an “Initial Member” and the Initial Members, together with any Additional Members (as defined below), each a “Member”) shall form and conduct the Consortium to jointly pursue the negotiation and execution of the Proposed Transaction. The Proposed Transaction shall be subject to, among other things, (i) the conduct of due diligence on the Target to the reasonable satisfaction of each Member and (ii) the entry into final definitive agreements satisfactory to each Member (including its investment committee, as applicable).

2.	Commitments:	Unless otherwise determined by the Initial Members, the commitment of each Initial Member to provide pari passu funding to the acquisition vehicle(s) (“Bidco”) in connection with the Proposed Transaction (each, such Initial Member’s “Initial Commitment” and collectively, the “Initial Commitments”) will be as follows: • MBKP: MBKP will fund an amount not less than the amount set forth on Schedule I-A attached hereto to Bidco in exchange for proportionate newly issued equity interests in Bidco. • Baring: Baring will fund an amount not less than the amount set forth on Schedule I-A attached hereto to Bidco in exchange for proportionate newly issued equity interests in Bidco. • Chairman: The Chairman will contribute Shares owned by the Chairman (and certain of his affiliates) representing approximately 5.15% of the Target’s issued and outstanding Shares, on as converted and fully-diluted basis, to Bidco in exchange for proportionate newly issued equity interests in Bidco (with such Shares being valued at the same per Share price as set forth in the definitive merger agreement or similar transaction agreement providing for the Proposed Transaction).

Admission of Additional Members:

The Chairman will have the right to identify and, subject to prior consultation with (but not requiring the consent of) MBKP regarding such admission, admit to the Consortium potential co-investors to provide additional funding (either through the contribution of new equity capital (“New Sponsors” and, together with MBKP, the “Sponsors”) or the contribution of Shares owned by any such co-investor, with such Shares being valued at the same per Share price as set forth in the definitive merger agreement or similar transaction agreement providing for the Proposed Transaction (“New Rollover Members” and, together with the Chairman, the “Rollover Members”)) for the consummation of the Proposed Transaction (such admitted co-investors, the “Additional Members” and the commitment of each Additional Member to provide pari passu funding to Bidco in connection with the Proposed Transaction, such Additional Member’s “Additional Commitment” and collectively, the “Additional Commitments” and the Additional Commitments, together with the Initial Commitments, the “Commitments”). As a condition to the admission of any proposed Additional Member to the Consortium pursuant to the foregoing, such Additional Member shall execute an adherence agreement (an “Adherence Agreement”) in a form mutually agreeable to the Designated Initial Members, which shall reflect (a) such Additional Member’s Additional Commitment, (b) such Additional Member’s acknowledgement of the terms of this Term Sheet, (c) such Additional Member’s agreement to be bound by the Legally Binding Terms and (d) such other terms as may be mutually agreeable to the Designated Initial Members. Upon the execution of an Adherence Agreement by an Additional Member, such Additional Member shall be deemed to be a “Member” for purposes of this Term Sheet.

If the Designated Initial Members should jointly decide that more equity investment is desired (as compared to the current assumption set forth on Schedule I-B attached hereto), the incremental equity capital (i.e., the Commitments) will be allocated pro-rata among MBKP, Baring and the New Sponsors, but that in the event of any shortfall, MBKP will have the first option to take up such shortfall, followed by Baring with the second option to take up such shortfall.

Each Sponsor will cooperate with the Chairman and consider in good faith any adjustment to its Commitment in the circumstances set forth on Schedule I-B attached hereto.

Each Sponsor’s Commitment will be reflected in an equity commitment letter and each Rollover Member’s Commitment will be reflected in a roll-over and support agreement.


4.	Consortium Bid Actions:	All material actions and decisions of the Consortium relating to the Proposed Transaction, including, but not limited to, the offer price, terms and conditions and structure of the Proposed Transaction and entry into or modification of a merger agreement or other definitive transaction agreement with the Target, shall be made jointly between MBKP and the Chairman; provided, however, that MBKP and the Chairman shall jointly manage the arrangement of any debt financing in connection with the Proposed Transaction, including with respect to identifying and negotiating with potential debt financing sources and appointing debt financing legal counsel; provided, further, that any material decision with respect to the arrangement of such debt financing shall require the prior consent of each Designated Initial Member. Each Designated Initial Member agrees to involve, in good faith, Baring and any of the New Sponsors in such debt financing activities if reasonably requested by the other Designated Initial Member.

5.	Interim Investment Agreement and Shareholders Agreement	In connection with the execution of final definitive documentation providing for the Proposed Transaction (the “Signing”), the Members intend to enter into an interim investment agreement (the “IIA”), consistent with the terms herein, setting forth, among other things, the governance principles for Bidco for the period between the Signing and the closing of the Proposed Transaction (the “Closing”). Concurrently with or immediately after the Closing, the Members intend to enter into a shareholders agreement (the “SHA”), on terms mutually agreeable to the Members, setting forth, among other things, the governance principles for Bidco and the rights and obligations of the shareholders of Bidco, in each case, following the Closing.

6.	Termination:	Each Member shall have the right at any time prior to the execution of definitive documentation providing for the Proposed Transaction to cease pursuit of the Proposed Transaction and terminate this Term Sheet with respect to the rights and obligations of such Member with immediate effect upon prior written notice to each other Member, provided that the paragraphs opposite the headings “Exclusivity”, “Expenses”, “Confidentiality”, and “Governing Law & Forum” shall survive any such termination in accordance with their terms.

7.	Exclusivity:	From now until the termination of this Term Sheet by each of the Designated Initial Members, the Designated Initial Members agree to work exclusively with each other in good faith in pursuit of the Proposed Transaction. Without limiting the generality of the foregoing, except through its participation in the Consortium or with the mutual consent of the other Designated Initial Member, each Designated Initial Member agrees that, for the period beginning on the date hereof and ending on April 1, 2018 (“the Exclusivity Period”), it shall not, and shall not permit any of its affiliates to, whether alone or jointly with one or more other parties, directly or indirectly, (i) acquire or agree to acquire any securities or assets of the Target or any of its subsidiaries or affiliates (other than, with respect to the Chairman and any Rollover Member that is an executive officer of the Target, awards granted under the Target’s equity incentive plan and Shares issued upon the exercise thereof) or (ii) participate or agree to participate in any transaction as an acquirer competitive with or that would hinder or frustrate the Proposed Transaction as contemplated by this Term Sheet. The obligations of the Designated Initial Members set forth in this paragraph are referred to herein as the “Exclusivity Obligations”. The Exclusivity Period may be extended (x) pursuant to the terms set forth on Schedule I-C attached hereto or (y) by the Chairman, in his sole discretion, in favor of MBKP if the Signing does not occur within the originally contemplated Exclusivity Period.


		The Designated Initial Members agree that each Designated Initial Member would suffer irreparable damage if any of the Exclusivity Obligations were not performed in accordance with the terms of this Term Sheet, and any Designated Initial Member shall be entitled to seek an injunction or injunctions to prevent breaches of the Exclusivity Obligations or to enforce specifically the performance of the terms and provisions of the Exclusivity Obligations (without posting a bond or other security), in addition to any other remedy to which it is entitled at law or in equity. The Members agree that the respective Commitments of MBKP and Baring shall be subject to the terms set forth on Schedule I-D.

8.	Advisors	For purposes of conducting due diligence on the Target and related matters in connection therewith, MBKP shall appoint joint advisors, the scope and engagement terms of which shall be determined by MBKP with the prior consent of the Chairman (the “Joint DD Advisors”). The Sponsors shall use commercially reasonable efforts to complete due diligence on the Target as promptly as reasonably practicable. Following the execution of an Adherence Agreement by a New Sponsor and its admission to the Consortium, the Designated Initial Members will instruct the Joint DD Advisors to make their work product available to such New Sponsor. For (a) the preparation of legal documentation in connection with the Proposed Transaction (including any merger agreement), (b) the arrangement of, and preparation of legal documentation in connection with, any acquisition financing in connection with the Proposed Transaction and (c) such other matters as the Designated Initial Members may mutually agree, the Designated Initial Members shall appoint joint advisors for the Consortium, the scope and engagement terms of which shall be mutually agreed upon by the Designated Initial Members (the “Joint Advisors”). Notwithstanding the above, the Designated Initial Members acknowledge and agree that the Chairman is permitted in his sole discretion to appoint his own advisors, including legal counsel or other advisors, in relation to the Chairman’s interests relating to the Proposed Transaction and the Consortium.

Expenses:

Except for Shared DD Expenses (as defined below) and Shared Transaction Expenses (as defined below), all fees and expenses incurred by a Member, including, but not limited to, fees and expense of advisors or consultants solely retained by such Member in connection with (a) due diligence on the Target and (b) the negotiation and preparation of this Term Sheet, an Adherence Agreement, the IIA and the SHA, shall be borne solely by such Member.

In the event the Proposed Transaction is not consummated for any reason, all fees and expenses incurred by the Sponsors in respect of Joint DD Advisors or otherwise for the benefit of Sponsors as mutually agreed in writing by the Designated Initial Members (collectively, the “Shared DD Expenses”) shall be borne by the Sponsors based on their respective DD Pro Rata Portion of such Shared DD Expenses. For purposes of this Term Sheet, a Sponsor’s “DD Pro Rata Portion” shall be a fraction, the numerator of which shall be the Commitment of such Sponsor and the denominator of which shall be the aggregate Commitments of all Sponsors, in each case, at the time of the determination thereof.

In the event the Proposed Transaction is not consummated for any reason, all fees and expenses incurred by the Members (i) in respect of Joint Advisors or (ii) otherwise for the benefit of the Consortium as mutually agreed in writing by the Designated Initial Members (but not including, for the avoidance of doubt, the Shared DD Expenses) (collectively, the “Shared Transaction Expenses”) shall be borne by the Members based on their respective TE Pro Rata Portion of such Shared Transaction Expenses. For purposes of this Term Sheet, a Member’s “TE Pro Rata Portion” shall be a fraction, the numerator of which shall be the Commitment of such Member and the denominator of which shall be the aggregate Commitments of all Members, in each case, at the time of the determination thereof.

In the event the Proposed Transaction is consummated, the Target and/or Bidco shall bear, and shall reimburse the Members for, the Shared Transaction Expenses and the Shared DD Expenses, as applicable, which Shared Transaction Expenses and Shared DD Expenses shall be settled in cash at the time of the Closing if reasonably practicable from the aggregate equity and any acquisition debt financing proceeds in connection with the Proposed Transaction.

Notwithstanding the foregoing, in the event a Member terminates this Term Sheet with respect to the rights and obligations of such Member in accordance with its terms, such Member shall only be responsible for its DD Pro Rata Portion of the Shared DD Expenses incurred or accrued as of the date of such Member’s termination and its TE Pro Rata Portion of the Shared Transaction Expenses incurred or accrued as of the date of such Member’s termination, as applicable.

If the Proposed Transaction is not consummated due to the unilateral breach of any Legally Binding Term by one or more Members, then the breaching Member or Members shall reimburse any non-breaching Members for all out-of-pocket costs and expenses incurred by such non-breaching Members in connection with the Proposed Transaction, including, but not limited to, the Shared Transaction Expenses and the Shared DD Expenses, as applicable, without prejudice to any rights and remedies otherwise available to such non-breaching Members.


		Each Member shall be responsible for its own taxes and related tax obligations arising from the Proposed Transaction (including tax filings, payments and other obligations). The Members shall cooperate with the Target in fulfilling the Target’s tax withholding, reporting, registration or similar obligations, if any, in connection with the Proposed Transaction.

10.	Termination Fee:	Any termination fee received by the Consortium in connection with the Proposed Transaction pursuant to the terms of a definitive written Merger Agreement or similar transaction agreement in connection with the Proposed Transaction shall be used to pay the Shared Transaction Expenses, and any remaining amount shall be shared among the Members in accordance with their respective TE Pro Rata Portions; provided, however, that the Sponsors’ aggregate share of such remaining amount shall first be used to pay the Shared DD Expenses and any remaining amount thereafter shall then be shared among the Sponsors in accordance with their respective DD Pro Rata Portions.

11.	Confidentiality:	Except as required by law or applicable regulatory requirement, each Member shall not make any disclosure to any third party, other than (a) such Member’s professional advisors (and for the avoidance of doubt, to such Member’s affiliates and their respective employees, officers and directors), (b) potential debt financing sources as mutually agreed upon by the Designated Initial Members and (c) potential New Sponsors and potential New Rollover Shareholders as agreed upon by the Chairman, concerning the existence of this Term Sheet, its contents or the status of negotiations between the Members or the Target with respect to the Proposed Transaction, in each case, without obtaining the prior written consent of the Designated Initial Members. No announcement (unless otherwise agreed) or other public disclosure will be made by any Member concerning the contents or existence of this Term Sheet, the Proposed Transaction or any ancillary matter except as required by law or any relevant regulatory authority or by agreement between the Designated Initial Members. The foregoing confidentiality obligations of the Members shall be in addition to, and not in substitution for, the provisions of any confidentiality or non-disclosure agreement entered into by the Members with respect to the Proposed Transaction or the Target.

12.	Governing Law & Forum:	This Term Sheet shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to any choice of law or conflict of law rules or provisions that would cause the applicable of the laws of any jurisdiction other than Hong Kong.


		Any disputes, actions and proceedings against any Member or arising out of or in any way relating to this Term Sheet shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) as may be amended by this paragraph. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent (s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing Members. Any Member who is a party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Members irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement on lack of personal jurisdiction or inconvenient forum. Notwithstanding the immediately foregoing paragraph, the Members hereby consent to and agree that in addition to any recourse to arbitration set out in the foregoing paragraph, any Member may, to the extent permitted under the laws of the jurisdiction where application is made, seek an interim injunction or an order of specific performance from a court or other authority with competent jurisdiction and, notwithstanding that this Term Sheet is governed by Hong Kong law, a court or authority hearing such an application may apply the procedural law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this paragraph is only applicable to the seeking of interim injunctions or an order of specific performance and does not restrict the application of the immediately foregoing paragraph in any way.

13.	Severability:	Any provision of this Term Sheet that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any way adverse to any party, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.	Counterparts:	This Term Sheet may be executed in one or more counterparts and when so executed such counterparts shall constitute a single Term Sheet. Execution by facsimile or scanned to e-mail format signatures shall be legal, valid and binding.

[remainder of page left blank]

IN WITNESS WHEREOF, this Term Sheet has been duly executed as of the date first written above.

RAY RUIPING ZHANG

/s/ Ray RuiPing Zhang


FASTFORWARD COMPANY LTD

By:	/s/ Hongfei Yu
Name:		Hongfei Yu
Title:		Authorized Signatory


BPEA TEAMSPORT LIMITED

By:	/s/ Kirti Ram Hariharan
Name:		Kirti Ram Hariharan
Title:		Director

[Signature page to Consortium Term Sheet]

EX-99.(7.04) 5 d454438dex99704.htm EXHIBIT 7.04 Exhibit 7.04

EXHIBIT 7.04

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT dated as of February 23, 2018 (this “Agreement”) between Tiger Global Mauritius Fund, a Mauritius company limited by shares (the “Seller”), and BPEA Teamsport Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Purchaser”).

WHEREAS, the Seller is the owner of 5,264,080 American Depositary Shares (subject to adjustment for stock splits, recapitalizations and stock dividends occurring after the date hereof) (the “Securities”) of eHi Car Services Limited, a Cayman Islands company (the “Company”), each of which represents two (2) Class A Common Shares, par value US$0.001 per share, of the Company (the “Class A Common Shares”);

WHEREAS, the Purchaser seeks to purchase from the Seller, and the Seller seeks to sell to the Purchaser, all of the Seller’s right, title and interest in and pertaining to the Securities in accordance with the terms of and subject to the conditions set forth in this Agreement; and

WHEREAS, the Purchaser is participating in that certain consortium (the “Consortium”) including Mr. Ray RuiPing Zhang, the Chairman and Chief Executive Officer of the Company, and other potential investors, in connection with the proposed acquisition of the Company in a “going-private” transaction (the “Proposed Transaction”) for US$13.35 in cash per American Depository Share of the Company (each representing two Class A Common Shares), as disclosed in Exhibit 99.1 to the Company’s Form 6-K furnished with the United States Securities and Exchange Commission (the “SEC”) on January 2, 2018.

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 1

PURCHASE AND SALE OF THE PURCHASED SECURITIES

Section 1.1 Purchase and Sale of Securities. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, the Securities and any and all of the Seller’s right, interest and title therein (including all dividends, distributions and other benefits incident to the ownership thereof), free and clear of all Claims (as defined below), for a purchase price per Security of US$12.00 (subject to adjustment for stock splits, recapitalizations and stock dividends occurring after the date hereof) (the “Initial Price Per Security” and as adjusted pursuant to Section 1.3, the “Adjusted Price Per Security”) for an aggregate initial purchase price of US$63,168,960 (the “Initial Aggregate Purchase Price” and as adjusted pursuant to Section 1.3, the “Aggregate Purchase Price”).

Section 1.2 Signing Deposit. On or prior to the date that is the third (3^rd) Business Day following the date of the due execution and delivery of this Agreement, the Purchaser will deposit US$6,316,896 (the “Signing Deposit” and the Aggregate Purchase Price less the Signing Deposit, the “Balance Purchase Price”) by wire transfer of immediately available funds into the account designed by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto. For purposes of this Agreement, the term “Business Day” shall mean any day on which banks are not required or authorized to close in (A) the Hong Kong Special Administrative Region of the People’s Republic of China, (B) the Cayman Islands or (C) New York, New York, United States of America.

Section 1.3 Price Adjustment. In the event the Closing occurs: (i) prior to May 23, 2018, (x) the Initial Price Per Security with respect to 4,737,672 Securities (subject to adjustment for stock splits, recapitalizations and stock dividends occurring after the date hereof) shall increase by a rate of 20% per annum computed on the basis of a 360-day year of twelve 30-day months on each day following the date hereof through and including the Closing Date and (y) the Initial Aggregate Purchase Price shall increase accordingly to equal the sum of (A) the product obtained by multiplying (I) the Adjusted Price Per Security as determined pursuant to the foregoing clause (i)(x) and (II) 4,737,672 (subject to adjustment for stock splits, recapitalizations and stock dividends occurring after the date hereof), plus (B) the product obtained by multiplying (I) the Initial Price per Security and (II) 526,408 (subject to adjustment for stock splits, recapitalizations and stock dividends occurring after the date hereof); or (ii) on or after May 23, 2018, (x) the Initial Price Per Security with respect to 5,264,080 Securities (subject to adjustment for stock splits, recapitalizations and stock dividends occurring after the date hereof) shall increase to US$12.80 (subject to adjustment for stock splits, recapitalizations and stock dividends occurring after the date hereof) and (y) the Initial Aggregate Purchase Price shall increase accordingly to equal the product obtained by multiplying (A) the Adjusted Price Per Security as determined pursuant to the foregoing clause (ii)(x) and (B) 5,264,080 (subject to adjustment for stock splits, recapitalizations and stock dividends occurring after the date hereof).

Section 1.4 The Closing.

(a) The closing (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”).

(b) At the Closing:

(i) the Seller shall deliver, or cause to be delivered, to the Purchaser:

(1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing;

(2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and

(3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and

(ii) the Purchaser shall deliver, or cause to be delivered, to the Seller:

(1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit;

(2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and

(3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement

(c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at the Closing have been made.

ARTICLE 2

SELLER’S REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants to the Purchaser as of the date hereof and as of the Closing Date as set forth below.

Section 2.1 Title to Securities. The Seller has valid title to the Securities free and clear of all Claims. The Seller is the record and beneficial owner of the Securities to be sold by it pursuant to this Agreement and owns such Securities free from all taxes, liens, claims, encumbrances, charges, security interests, pledges, escrows, lock-up arrangements and other encumbrances of any kind, including, but not limited to, any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any person and any adverse claim as to title, possession or use (except for (i) restrictions or limitations on transfer imposed by applicable federal or state securities laws and (ii) pledges or security interests that the Seller may have created in favor of a broker that will be terminated on or prior to the Closing) (“Claims”). Delivery to the Purchaser of the Securities purchased by the Purchaser will at the Closing (i) pass good and marketable title to the Securities to the Purchaser, free and clear of all Claims, and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Securities.

Section 2.2 Purchaser Information. The Purchaser, the other members of the Consortium and its and their respective affiliates may receive or may have received, may have access to, and may be in possession of, material, non-public, confidential information concerning the Securities, the Class A Common Shares, the Company, and the Company’s and/or its affiliates’ financial condition, results of operations, businesses, properties, active or pending litigation, assets, liabilities, management, projections, appraisals, plans and prospects (“Purchaser Information”) that has not been disclosed to the Seller. The Seller understands, based on its experience, the disadvantage to which the Seller is subject due to the disparity of information between the Seller and the Purchaser. Notwithstanding such disparity, the Seller has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby, and the Seller acknowledges that Purchaser Information may be indicative of a value of the Securities that is substantially different from the Aggregate Purchase Price to be paid by the Purchaser to the Seller under this Agreement. The Seller, on behalf of itself and its affiliates, principals, shareholders, members, partners, employees, agents and representatives, expressly and irrevocably waives and releases (a) the Purchaser, its affiliates and its and their respective principals, shareholders, members, partners, employees, agents and representatives, and (b) each other member of the Consortium, its affiliates and its and their respective principals, shareholders, members, partners, employees, agents and representatives (the persons and entities contemplated by clauses (a) and (b), collectively, the “Purchaser Related Parties”) from any and all claims and liabilities arising from the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, the Purchaser Information, and the Seller agrees to make no claim against any Purchaser Related Party in respect of the transactions contemplated hereby relating to the Purchaser’s failure to disclose, or the Seller’s failure to obtain and review, such Purchaser Information. Nothing in this Section 2.2 affects the obligations of the Seller under Section 5.3.

ARTICLE 3

MUTUAL REPRESENTATIONS AND WARRANTIES

Each party hereto represents and warrants to the other party hereto as of the date hereof and as of the Closing Date as set forth below.

Section 3.1 Valid Existence. Such party is an entity duly organized or formed, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its organization or formation.

Section 3.2 Authority. Such party has all requisite power and authority to execute, deliver and perform all of its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such party, and this Agreement (assuming the due execution and delivery thereof by the other party hereto) constitutes the legal, valid and binding obligation of such party enforceable against such party 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.

Section 3.3 Noncontravention. The execution, delivery and performance by such party of this Agreement and the consummation by such party of the transactions contemplated hereby do not and will not (a) result in a violation of the organizational documents of such party, (b) whether with or without notice or the lapse of time or both, conflict with, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Claim upon the Securities or any property or assets of such party pursuant to, any agreement, indenture or instrument to which such party is a party, or (c) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such party, except in the case of clause (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 party to perform its obligations hereunder.

Section 3.4 Consents. 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 on the part of such party in connection with the execution, delivery and performance by such party of this Agreement or the consummation by such party of the transactions contemplated hereby, other than any filings as may be required by the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Section 3.5 Absence of Litigation. As of the date hereof, 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 party, threatened against or affecting such party that would reasonably be expected to have a material adverse effect on the ability of such party to perform its obligations hereunder.

Section 3.6 No Brokers. Such party has taken no 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 thereby, except for any brokerage commissions, finder’s fees or similar payments that will be paid by such party.

ARTICLE 4

CONDITIONS PRECEDENT

Section 4.1 Conditions to the Obligations of the Seller. The obligations of the Seller under Section 1.3 are subject to the following conditions:

(a) (i) other than the Purchaser’s representations and warranties set forth in Sections 3.1 and 3.2, the representations and warranties of the Purchaser contained in Article 3 (without giving effect to any qualification as to “material adverse effect”) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date (other than representations and warranties that by their terms address matters only as of a specified time, which shall be true and correct only as of such time), except where the failure of such representations and warranties would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder, and (ii) the representations and warranties of the Purchaser set forth in Sections 3.1 and 3.2 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date; and

(b) the Purchaser shall have performed all of its obligations contained in this Agreement (to be performed on or prior to the Closing Date) in all material respects.

Section 4.2 Conditions to the Obligations of the Purchaser. The obligations of the Purchaser under Section 1.3 are subject to the following conditions:

(a) (i) other than the Seller’s representations and warranties set forth in Sections 3.1 and 3.2, the representations and warranties of the Seller contained in Article 3 (without giving effect to any qualification as to “material adverse effect”) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date (other than representations and warranties that by their terms address matters only as of a specified time, which shall be true and correct only as of such time), except where the failure of such representations and warranties would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations hereunder, and (ii) the representations and warranties of the Seller set forth in Article 2 and Sections 3.1 and 3.2 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date; and

(b) the Seller shall have performed all of its obligations contained in this Agreement (to be performed on or prior to the Closing Date) in all material respects.

ARTICLE 5

COVENANTS

Section 5.1 Notification. Each party hereto shall notify the other party hereto as soon as reasonably practicable (but in any event prior to the Closing Date) in the event it comes to such party’s attention that any of such party’s representations or warranties set out in this Agreement has ceased to be true and correct in any material respect or there has been any breach by such party of any of its covenants or agreements contained in this Agreement or any failure by such party to comply with any of its obligations contained in this Agreement.

Section 5.2 Restrictions on Transfer. After the date hereof and until the Closing, the Seller will continue to hold the Securities. The Seller agrees that it shall not, and shall not permit its directors, officers, employees or representatives, between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, solicit, initiate, participate in negotiations with respect to, encourage or assist the submission of any proposal, negotiation or offer from any person, other than the Purchaser and its representatives, relating to the direct or indirect sale or any other form of disposition of the Securities. The Seller hereby agrees that, from the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with its terms, it shall not, directly or indirectly, (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, operation of law or otherwise) (collectively, “Transfer”) or otherwise create, or permit the creation of, any Claim upon the Securities, in each case, either voluntarily or involuntarily, or enter into any agreement, arrangement or understanding with respect to the Transfer of any Securities or any interest therein or (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto, other than as contemplated by Section 5.3.

Section 5.3 Voting in Favor of the Proposed Transaction. In the event that (a) the Company enters into a definitive agreement with the Consortium (or any affiliates thereof) with respect to the Proposed Transaction, (b) the Proposed Transaction is submitted for the authorization and approval by the Company’s shareholders at an extraordinary general meeting and (c) the Closing has occurred and the Seller, for any reason, is entitled to vote or give voting instructions with respect to the Securities at such extraordinary general meeting, the Seller hereby grants to the Purchaser an irrevocable proxy coupled with an interest in all the Securities to vote and/or give a voting instruction with respect to the Securities at each annual or extraordinary general meeting of the Company’s shareholders in any manner deemed appropriate by the Purchaser. The Seller hereby revokes all other proxies and powers of attorney with respect to the voting rights with respect to the Securities that the Seller may have appointed or granted that may conflict with the provisions of this Agreement, and the Seller shall not grant any proxy or power of attorney or enter into any other voting agreement with respect to the Securities that conflicts with the provisions of this Agreement.

Section 5.4 Disclosure.

(a) The parties hereto agree to cooperate with one another and provide all information reasonably necessary to satisfy the applicable disclosure requirements under Rule 13e-3 under the Exchange Act (“Rule 13e-3”) and Section 13(d) of the Exchange Act. Each party hereto may disclose the terms of this Agreement as required by the rules of a U.S. or foreign securities exchange, or in any filings with the SEC as required by the Securities Act or the Exchange Act, including in connection with the submissions contemplated under Rule 13e-3, any Schedule 13D of the Purchaser relating to securities of the Company (or any amendment thereto) and in any amendment to the Schedule 13D of the Seller relating to securities of the Company.

(b) Without limiting the generality of Section 5.4(a), as soon as reasonably practicable following the date hereof, but in any event before the end of the tenth (10th) Business Day immediately following the date hereof, the Purchaser shall prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 in respect of the transactions contemplated hereby (such Schedule 13E-3, as amended or supplemented from time to time, being referred to herein as the “Schedule 13E-3”). The Purchaser shall use its reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Schedule 13E-3.

ARTICLE 6

MISCELLANEOUS PROVISIONS

Section 6.1 Counterparts. This Agreement may be executed and delivered (including by email or facsimile transmission) in any number of counterparts, which together shall constitute one and the same agreement.

Section 6.2 Severability. In the event that any provision of this Agreement is found to be void or invalid, then such provision shall be deemed to be severable from the remaining provisions of this Agreement, and it shall not affect the validity of the remaining provisions, which provisions shall be given full effect as if the void or invalid provision had not been included herein 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).

Section 6.3 Successors and Assigns; No Third Party Beneficiaries. No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party, except that the Purchaser may transfer or assign its right to purchase the Securities at the Closing to one or more of its affiliates prior to the Closing or designate an affiliate of the Purchaser to purchase the Securities at the Closing; provided that no such assignment or transfer shall relieve the Purchaser of its obligations hereunder. Any purported assignment, delegation or transfer not permitted by this Section 6.3 is null and void. Subject to the foregoing, the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the heirs, successors and permitted assigns of the parties. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement.

Section 6.4 Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to the conflict of laws principles thereof that would result in the application of the laws of another jurisdiction). The courts of the State of New York and the federal courts of the United States of America located in the County of New York in the State of New York shall have exclusive jurisdiction to resolve any and all disputes that may arise under this Agreement and each party hereto consents to personal jurisdiction of any action brought in such courts with respect to any such dispute arising under this Agreement. Each of the parties hereto irrevocably waives the defense of an inconvenient forum to the maintenance of any such action.

Section 6.5 WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREOFORE EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT A PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION RESULTING FROM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 6.6 Specific Performance. Each party hereto acknowledges and agrees that the other party hereto would be irreparably injured by a breach of this Agreement by it and that money damages alone are an inadequate remedy for actual or threatened breach of this Agreement. Accordingly, each party hereto shall be entitled to bring an action for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement, in addition to all other rights and remedies available at law or in equity to such party, including the right to claim money damages for breach of any provision of this Agreement.

Section 6.7 Amendments; Waivers. Any amendments or modifications hereto must be executed in writing by all parties hereto making specific reference to this Agreement. Any provision hereof may be waived only by a written instrument making specific reference to this Agreement executed by the party hereto against whom enforcement of such waiver is sought. The waiver by any party hereto of a breach any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party hereto to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provide by law.

Section 6.8 Further Assurances. Each party hereto 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 hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement.

Section 6.9 Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Section 6.10 Entire Agreement. This Agreement supersedes all other prior oral or written agreements between the Purchaser and the Seller, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Purchaser nor the Seller makes any representation, warranty, covenant or undertaking with respect to such matters.

Section 6.11 Notices. 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: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by electronic mail; or (c) one business day after deposit with an international overnight courier service, in each case properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be as set forth on such party’s signature page attached hereto, or to such other address and/or e-mail address and/or to the attention of such other party as the recipient party has specified by written notice given to each other party two (2) business 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 e-mail containing the time and date of such transmission or (C) provided by an international overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an international overnight courier service in accordance with clause (b) or (c) above, respectively.

Section 6.12 Survival. Unless this Agreement is terminated by mutual consent of the Seller and the Purchaser, the representations and warranties of the Seller and the Purchaser contained in Articles II and III shall survive the Closing Date and the delivery, in whole or in part, of the Securities.

Section 6.13 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of the Purchaser and the Seller;

(b) by the Purchaser, in the event of a material breach of any provision of this Agreement by the Seller (if such breach has not been cured within ten (10) days following receipt by the Seller of written notice of such breach); provided that the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 6.13(b) if the Purchaser is then in material breach or violation of its representations, warranties or covenants contained in this Agreement;

(c) by the Seller, in the event of a material breach of any provision of this Agreement by the Purchaser (if such breach has not been cured within ten (10)) days following receipt by the Purchaser of written notice of such breach); provided that the Seller shall not have the right to terminate this Agreement pursuant to this Section 6.13(c) if Seller is then in material breach or violation of its representations, warranties or covenants contained in this Agreement; or

(d) notwithstanding clauses (b) and (c) of this Section 6.13, by any party hereto by written notice thereof to the other party hereto, in the event the Closing has not occurred on or before May 30, 2018.

Section 6.14 Effect of Termination.

(a) Upon the termination of this Agreement pursuant to Section 6.13, all further obligations of the parties hereto under this Agreement (other than this Article 6, which shall survive the termination of this Agreement) shall terminate without liability of any party to the other party hereto, except that no such termination shall relieve any party hereto from liability for any fraud or willful and intentional breach of this Agreement.

(b) Promptly (and in any event within five (5) Business Days) following the termination of this Agreement pursuant to Section 6.13(b), the Seller shall return the Signing Deposit to the Purchaser by wire transfer of immediately available funds into an account designated in writing by the Purchaser. For the avoidance of doubt, the Signing Deposit shall be nonrefundable in the event this Agreement is terminated pursuant to Section 6.13(a), Section 6.13(c) or Section 6.13(d).

(c) Notwithstanding anything to the contrary in this Agreement, subject only to the right of the Seller to seek specific performance pursuant to Section 6.6 if the Purchaser has delivered a Closing notice pursuant to Section 1.4(a) but fails to close on the date specified in such notice, (i) the sole remedy of the Seller against the Purchaser for any breach of this Agreement (whether willfully, intentionally, unintentionally or otherwise) by the Purchaser shall be the Seller’s right to terminate this Agreement in accordance with Section 6.13 and retain the Signing Deposit and (ii) the maximum aggregate liability of the Purchaser for any breach of this Agreement (whether willfully, intentionally, unintentionally or otherwise) shall not exceed the Signing Deposit.

Section 6.15 Time. Time is of the essence in the performance of the transactions contemplated by this Agreement. For the avoidance of doubt, a failure to perform by the time specified, including, without limitation, the Seller’s failure to timely file the Schedule 13E-3 with the SEC and timely respond to SEC comments with respect thereto in accordance with Section 5.4(b), will be a material breach of this Agreement.

Section 6.16 Expenses. Each party hereto shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

Section 6.17 No Duplicate Payments. Notwithstanding anything in this Agreement to the contrary, in no event shall the Seller be entitled to receive both the Balance Purchase Price hereunder and the full consideration payable in respect of the Securities in connection with the Proposed Transaction.

Section 6.18 Interpretation. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement; (d) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (e) the word “including” shall mean “including, without limitation”; and (vi) the word “or” shall be disjunctive but not exclusive.

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


SELLER:

TIGER GLOBAL MAURITIUS FUND

By:		/s/ Steven Boyd
Name:		Steven Boyd
Title:		Director

Contact Information for Notices:

Twenty Seven, Cybercity
Ebene, Mauritius
Attention: Moussa Taujoo
Email:		mtaujoo@tigerglobal.com and sboyd@tigerglobal.com

Wire Instructions:

[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.


PURCHASER:

BPEA TEAMSPORT LIMITED



By:		/s/ Kirti Ram Hariharan
Name:		Kirti Ram Hariharan
Title:		Director



Contact Information for Notices:

c/o Baring Private Equity Asia 50 Collyer Quay, #11-03/04 OUE Bayfront
Singapore 049321
Attention: Gideon Goh


E-mail:		GideonGoh@bpeasia.com
		LegalReview@bpeasia.com



with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP 29/F Alexandra House 18 Chater Road
Central, Hong Kong
Attention:		Tim Gardner, Esq.
		William Welty, Esq.


E-mail:		tim.gardner@weil.com
		william.welty@weil.com

[Signature Page to Securities Purchase Agreement]