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Table of Contents As filed with the Securities and Exchange Commission on October 13, 2006 Registration No.333-137800 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HOME INNS& HOTELS MANAGEMENT INC. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrants name into English) Cayman Islands 7011 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) No.400 Tian Yao Qiao Road Shanghai 200030, Peoples Republic of China (8621) 6486-1818 (Address, including zip code, and telephone number, including area code, of Registrants principal executive offices) CT Corporation System 111 Eighth Avenue New York, New York 10011 (212) 664-1666 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. Latham & Watkins LLP 41 st Floor, One Exchange Square 8 Connaught Place, Central Hong Kong +(852) 2522-7886 Leiming Chen, Esq. Simpson Thacher & Bartlett LLP 7 th Floor, ICBC Tower 3 Garden Road, Central Hong Kong +(852) 2514-7600 Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amounttobe registered(1) Proposedmaximumaggregate offering price(1) Amount of registrationfee(2) Ordinary shares, par value US$0.005 per share (3)(4) 18,170,000 US$109,020,000 US$11,666 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. (2) US$8,616 was paid on October 4, 2006. (3) Includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, and also includes ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option. These ordinary shares are not being registered for the purpose of sales outside the United States. (4) American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on FormF-6 (Registration No.333-137983). Each American depositary share represents two ordinary shares. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus Dated October 13, 2006 7,900,000 American Depositary Shares Home Inns & Hotels Management Inc. Representing 15,800,000 Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Home Inns& Hotels Management Inc., or Home Inns. Home Inns is offering 4,885,827 ADSs, and the selling shareholders disclosed in this prospectus are offering an additional 3,014,173 ADSs. Each ADS represents two ordinary shares. The ADSs are evidenced by American depositary receipts, or ADRs. Home Inns will not receive any of the proceeds from the sale of ADSs by the selling shareholders. Prior to this offering, there has been no public market for the ADSs or the shares. We anticipate the initial public offering price will be between US$10.00 and US$12.00 per ADS. We have applied to have the ADSs listed on the Nasdaq Global Market under the symbol “HMIN.” The underwriters have an option to purchase up to an additional 988,410 ADSs from Home Inns and an additional 196,590 ADSs from the selling shareholders at the initial public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus. See “Risk Factors” beginning on page 13 to read about risks you should consider before buying the ADSs. Initial public offeringprice Underwriting discountsand commissions Proceeds, beforeexpenses, to Home Inns Proceeds, before expenses,totheselling shareholders Per ADS US$ US$ US$ US$ Total US$ US$ US$ US$ The underwriters expect to deliver the ADSs evidenced by the ADRs against payment in U.S. dollars in New York, New York on , 2006. Neither the United States Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Credit Suisse Merrill Lynch& Co. Deutsche Bank Securities The date of this prospectus is , 2006 Table of Contents Table of Contents TABLE OF CONTENTS Page P ROSPECTUS S UMMARY 1 R ISK F ACTORS 13 F ORWARD -L OOKING S TATEMENTS 29 U SE OF P ROCEEDS 30 D IVIDEND P OLICY 31 C APITALIZATION 32 D ILUTION 33 E XCHANGE R ATE I NFORMATION 35 E NFORCEABILITY OF C IVIL L IABILITIES 36 S ELECTED C ONSOLIDATED F INANCIAL D ATA 37 M ANAGEMENT S D ISCUSSION AND A NALYSIS OF F INANCIAL C ONDITION AND R ESULTS OF O PERATIONS 42 I NDUSTRY B ACKGROUND 68 B USINESS 72 R EGULATION 86 M ANAGEMENT 90 P RINCIPAL AND S ELLING S HAREHOLDERS 97 R ELATED P ARTY T RANSACTIONS 100 D ESCRIPTION OF S HARE C APITAL 103 D ESCRIPTION OF A MERICAN D EPOSITARY S HARES 108 S HARES E LIGIBLE FOR F UTURE S ALE 115 T AXATION 117 U NDERWRITING 122 N OTICE TO C ANADIAN R ESIDENTS 127 E XPENSES R ELATING TO THIS O FFERING 129 L EGAL M ATTERS 130 E XPERTS 130 W HERE Y OU C AN F IND A DDITIONAL I NFORMATION 130 I NDEX TO C ONSOLIDATED F INANCIAL S TATEMENTS F-1 No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information in this prospectus is current only as of the date of this prospectus. Through and including , 2006 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealers obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions. i Table of Contents PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under “Risk Factors,” before deciding whether to buy our ADSs. Home Inns & Hotels Management Inc. Our Company We are a leading economy hotel chain in China based on the number of our hotels and the number of our hotel rooms as well as the geographic coverage of our hotel chain. We develop and operate economy hotels across China under our award-winning “Home Inn” brand. Since we commenced operations in 2002, we have become one of the best-known economy hotel brands in China. We offer a consistent product and high-quality services to primarily serve the fast growing population of value-conscious individual business and leisure travelers who demand clean, comfortable and convenient lodging. We have achieved our growth by utilizing two business models. We either lease real estate properties on which we develop and operate hotels or we franchise our brand to hotel owners and manage these hotel properties. We refer to the former type of hotels as “leased-and-operated hotels” and to the latter type of hotels as “franchised-and-managed hotels.” As of June30, 2006, our Home Inns hotel chain consisted of 63 leased-and-operated hotels in operation with an additional 33 leased-and-operated hotels under development, and 19 franchised-and-managed hotels in operation with an additional 24 franchised-and-managed hotels under development, covering 40 cities in China. We have received many awards and accolades for our innovative, consistent and high-quality product and services across our hotel chain, including the “2006 Leading Brand in Economy Hotels in China” from the China Hotel Association and the “Golden Pillow Award” for best brand in economy hotels in China in 2006 from the 21 st Century Business Herald, a nationwide economic journal in China. We have experienced substantial growth while maintaining profitability since 2003. Our Home Inns hotels in operation grew rapidly from 10 hotels in four cities as of the end of 2003 to 68 hotels in 22 cities as of the end of 2005, and our net income grew from RMB1.5 million in 2003 to RMB20.9 million (US$2.6 million) in 2005. In the six months ended June 30, 2006, we generated total revenues of RMB249.1 million (US$31.2 million) and net income of RMB27.2 million (US$3.4 million). Industry Background Chinas lodging industry has expanded rapidly as a result of the substantial growth of the Chinese economy over the past several years. According to Euromonitor International, or Euromonitor, total sales in Chinas lodging industry grew from RMB190 billion in 1999 to RMB264 billion in 2004. While Chinas lodging industry continues to grow, it remains highly fragmented. According to Euromonitor, hotels accounted for only approximately 5% of total lodging outlets in China in 2004, with the remainder being guesthouses and other privately owned lodging outlets. Within the hotel sector of the lodging industry, the top ten brands accounted for an approximate 6% market share in 2004 in terms of sales. Economy hotel chains have emerged and expanded in China in recent years to primarily target value-conscious individual business and leisure travelers. The growth in demand for economy hotel chains in China is 1 Table of Contents being driven by both general factors, such as the growth of the Chinese economy and the growth of Chinas travel and lodging industry, as well as more specific factors, such as a rapid increase in the number of small-to medium-sized enterprises, or SMEs, the growth of domestic tourism, the expansion of urban business centers and the fragmentation of the lodging industry. We believe the economy hotel market in China is still at an early stage of development. There are significant growth opportunities for economy hotel operators to develop new properties and convert existing lodging facilities. Competitiveness of an economy hotel chain is determined by the hotel chains ability to provide a consistent product, high-quality services, an efficient reservation system and effective sales channels, as well as its brand-name recognition and geographic coverage. We believe economy hotel chains that have established a reputable brand and a nationwide network, such as our Home Inns hotel chain, are well-positioned to capture the opportunities presented by the continuing growth of the economy hotel market in China. Our Strengths, Strategies and Challenges We believe that the following competitive strengths contribute to our success and differentiate us from our competitors: scale and leadership in the economy hotel market in China as measured by the number of our hotels and the number of our hotel rooms as well as the geographic coverage of our hotel chain; innovative, distinctive and consistent product; outstanding track record as evidenced by our ability to rapidly expand our hotel chain from ten hotels operating in four cities as of the end of 2003 to 82 hotels operating in 26 cities as of June 30, 2006 while having maintained profitability since 2003; efficient and integrated operational infrastructure and information systems; and experienced management team and motivated staff. Our goal is to become the leading economy hotel chain in China. We intend to achieve our goal by pursuing the following growth strategies: expand geographical coverage to capitalize on our early-mover advantage; increase penetration in existing markets; continue to build brand awareness and customer loyalty; increase our revenue per available room, or RevPAR, by optimizing customer channel mix and maximizing room rate growth; and further enhance our information and operational systems and human resources management. The successful execution of our strategies is subject to certain risks and uncertainties, including: risks associated with our limited operating history; uncertainties associated with our ability to continue our growth while maintaining our profitability; uncertainties associated with our ability to fund working capital needs as we have incurred a working capital deficit resulting primarily from payables relating to the cost of leasehold improvements; 2 Table of Contents uncertainties in our ability to expand our operations while maintaining the consistent quality of our product and enhancing profitability; uncertainties in our ability to respond to competitive pressures; and uncertainties associated with factors typically affecting the lodging industry, including changes in economic conditions, natural disasters or outbreaks of serious contagious diseases in markets where we have a presence. Please see “Risk Factors” and other information included in this prospectus for a detailed discussion of these risks and uncertainties. Corporate Information We incorporated Home Inns & Hotels Management (Hong Kong) Limited, or Home Inns Hong Kong, in May 2001 and commenced operations in July 2002 through Home Inns & Hotels Management (Beijing) Co, Ltd., or Home Inns Beijing, a company established in China, and its subsidiaries and affiliates. In May 2006, we established a holding company, Home Inns& Hotels Management Inc., under the laws of the Cayman Islands in preparation for this offering. Our principal executive offices are located at No.400 Tian Yao Qiao Road, Shanghai 200030, Peoples Republic of China. Our telephone number at this address is +(8621) 6486-1818. Our registered office in the Cayman Islands is located at the offices of M&C Corporate Services Limited, P.O Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies. In addition, we have two branch offices in China. Our agent for service of process in the United States is CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011. Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our website is . The information contained on our website is not a part of this prospectus. 3 Table of Contents Corp