7 Days Group Holdings LTD

price = USD 11.74-16.78...sits, subtracting indebtedness and minority interests as of September 30, 2012. Based on these assumptions, the discounted cash flow analysis indicated a range of equity values of between $11.74 and $16.78 per ADS as compared to the per ADS merger consideration. Public Trading Multiples Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly traded...

price = USD 11.74-16.78...sits, subtracting indebtedness and minority interests as of September 30, 2012. Based on these assumptions, the discounted cash flow analysis indicated a range of equity values of between $11.74 and $16.78 per ADS as compared to the per ADS merger consideration. Public Trading Multiples Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly traded...

price = USD 11.74-16.78...sits, subtracting indebtedness and minority interests as of September 30, 2012. Based on these assumptions, the discounted cash flow analysis indicated a range of equity values of between $11.74 and $16.78 per ADS as compared to the per ADS merger consideration. Public Trading Multiples Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly traded...

price = USD 11.74-16.78...sits, subtracting indebtedness and minority interests as of September 30, 2012. Based on these assumptions, the discounted cash flow analysis indicated a range of equity values of between $11.74 and $16.78 per ADS as compared to the per ADS merger consideration. Public Trading Multiples Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly traded...

txn_type = CONSOLIDATION...ing shareholder value because of challenges of execution as well as business, competitive, industry and market risks involved. The special committee did not consider any other form of transaction such as a scheme of arrangement, tender offer, odd-lot offer or reverse stock split because the special committee believed that the merger was the most direct and least confusing option to unaffiliated shareholders and ADS holders in terms of deal structure. Plans for the Company after the Merger Following the completion of the merger, Parent anticipates that the Company will continue to conduct its operations substanti...

txn_type = CONSOLIDATION...prior to September 25, 2012. The Company believes that structuring the transaction as a "going private" merger transaction is preferable to other transaction structures, such as a tender offer and second step merger, a scheme of arrangement, odd-lot offer and reverse stock split because (1) it will entail conversion of the outstanding Shares and ADSs of the Company held by unaffiliated shareholders and unaffiliated ADS holders into the right to receive the merger consideration, (2) it represents an opportunity for all the unaffiliated shareholders and unaffiliated ADS holders of the Company to receive fair value...

txn_type = CONSOLIDATION...prior to September 25, 2012. The Company believes that structuring the transaction as a "going private" merger transaction is preferable to other transaction structures, such as a tender offer and second step merger, a scheme of arrangement, odd-lot offer and reverse stock split because (1) it will entail conversion of the outstanding Shares and ADSs of the Company held by unaffiliated shareholders and unaffiliated ADS holders into the right to receive the merger consideration, (2) it represents an opportunity for all the unaffiliated shareholders and unaffiliated ADS holders of the Company to receive fair value...

txn_type = CONSOLIDATION...prior to September 25, 2012. The Company believes that structuring the transaction as a “going private” merger transaction is preferable to other transaction structures, such as a tender offer and second step merger, a scheme of arrangement, odd-lot offer and reverse stock split because (1) it will entail conversion of the outstanding Shares and ADSs of the Company held by unaffiliated shareholders and unaffiliated ADS holders into the right to receive the merger consideration, (2) it represents an opportunity for all the unaffiliated shareholders and unaffiliated ADS holders of the Company to receive fair value...

untradeable = True...of a distribution in cash. If the merger is not approved at the extraordinary general meeting, the shareholders who have cancelled their ADSs and withdrawn the Shares may opt to (i) remain a registered holder of Shares of the Company (but note that currently there is no trading market for our Shares); or (ii) deposit their Shares with the custodian of the ADS depositary for issuance of ADSs in accordance with the terms of the deposit agreement (including a payment by such shareholders of $0.05 per ADS issuance fees). -22- In the event the ADS depositary receives voting instructions from ADS holders which exceed the number of corresp...

untradeable = True...of a distribution in cash. If the merger is not approved at the extraordinary general meeting, the shareholders who have cancelled their ADSs and withdrawn the Shares may opt to (i) remain a registered holder of Shares of the Company (but note that currently there is no trading market for our Shares); or (ii) deposit their Shares with the custodian of the ADS depositary for issuance of ADSs in accordance with the terms of the deposit agreement (including a payment by such shareholders of $0.05 per ADS issuance fees). -22- In the event the ADS depositary receives voting instructions from ADS holders which exceed the number of corresp...

untradeable = True...of a distribution in cash. If the merger is not approved at the extraordinary general meeting, the shareholders who have cancelled their ADSs and withdrawn the Shares may opt to (i) remain a registered holder of Shares of the Company (but note that currently there is no trading market for our Shares); or (ii) deposit their Shares with the custodian of the ADS depositary for issuance of ADSs in accordance with the terms of the deposit agreement (including a payment by such shareholders of $0.05 per ADS issuance fees). -22- In the event the ADS depositary receives voting instructions from ADS holders which exceed the number of corresp...

untradeable = True...of a distribution in cash. If the merger is not approved at the extraordinary general meeting, the shareholders who have cancelled their ADSs and withdrawn the Shares may opt to (i) remain a registered holder of Shares of the Company (but note that currently there is no trading market for our Shares); or (ii) deposit their Shares with the custodian of the ADS depositary for issuance of ADSs in accordance with the terms of the deposit agreement (including a payment by such shareholders of $0.05 per ADS issuance fees). In the event the ADS depositary receives voting instructions from ADS holders which exceed the number of correspondin...