HOME INNS & HOTELS MANAGEMENT INC.

AND

THE BANK OF NEW YORK

as Depositary

AND

OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES

Deposit Agreement

Dated as of ___________, 2006

TABLE OF CONTENTS

ARTICLE 1.

DEFINITIONS.

SECTION 1.1

American Depositary Shares.

SECTION 1.2

Article; Section.

SECTION 1.3

Beneficial Owner.

SECTION 1.4

Commission.

SECTION 1.5

Company.

SECTION 1.6

Custodian.

SECTION 1.7

deposit, deliver, execute, issue, register, surrender, transfer, withdraw or cancel.

SECTION 1.8

Deposit Agreement.

SECTION 1.9

Depositary; Corporate Trust Office.

SECTION 1.10

Deposited Securities.

SECTION 1.11

Dollars.

SECTION 1.12

Foreign Registrar.

SECTION 1.13

Owner.

SECTION 1.14

Receipts.

SECTION 1.15

Registrar.

SECTION 1.16

Restricted Securities.

SECTION 1.17

Securities Act.

SECTION 1.18

Shares.

ARTICLE 2.

FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.

SECTION 2.1

Form and Transferability of Receipts.

SECTION 2.2

Deposit of Shares.

SECTION 2.3

Execution and Delivery of Receipts.

SECTION 2.4

Transfer of Receipts; Combination and Split-up of Receipts.

SECTION 2.5

Surrender of Receipts and Withdrawal of Shares.

SECTION 2.6

Limitations on Execution and Delivery, Transfer and Surrender of Receipts.

SECTION 2.7

Lost Receipts, etc.

SECTION 2.8

Cancellation and Destruction of Surrendered Receipts.

SECTION 2.9

Pre-Release of Receipts.

ARTICLE 3.

CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS.

SECTION 3.1

Filing Proofs, Certificates and Other Information.

SECTION 3.2

Liability of Owner for Taxes.

SECTION 3.3

Warranties on Deposit of Shares.

ARTICLE 4.

THE DEPOSITED SECURITIES.

SECTION 4.1

Cash Distributions.

SECTION 4.2

Distributions Other Than Cash, Shares or Rights.

SECTION 4.3

Distributions in Shares.

SECTION 4.4

Rights.

SECTION 4.5

Conversion of Foreign Currency.

SECTION 4.6

Fixing of Record Date.

SECTION 4.7

Voting of Deposited Securities.

SECTION 4.8

Changes Affecting Deposited Securities.

SECTION 4.9

Reports.

SECTION 4.10

Lists of Owners.

SECTION 4.11

Withholding.

ARTICLE 5.

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY.

SECTION 5.1

Maintenance of Office and Transfer Books by the Depositary.

SECTION 5.2

Prevention or Delay in Performance by the Depositary or Company.

SECTION 5.3

Obligations of the Depositary, the Custodian and the Company.

SECTION 5.4

Resignation and Removal of the Depositary.

SECTION 5.5

The Custodians.

SECTION 5.6

Notices and Reports.

SECTION 5.7

Distribution of Additional Shares, Rights, etc.

SECTION 5.8

Indemnification.

SECTION 5.9

Charges of Depositary.

SECTION 5.10

Retention of Depositary Documents.

SECTION 5.11

Exclusivity.

SECTION 5.12

List of Restricted Securities Owners.

ARTICLE 6.

AMENDMENT AND TERMINATION.

SECTION 6.1

Amendment.

SECTION 6.2

Termination.

ARTICLE 7.

MISCELLANEOUS.

SECTION 7.1

Counterparts.

SECTION 7.2

No Third Party Beneficiaries.

SECTION 7.3

Severability.

SECTION 7.4

Owners and Beneficial Owners as Parties; Binding Effect.

SECTION 7.5

Notices.

SECTION 7.6

Governing Law.

SECTION 7.7

Compliance with U.S. Securities Laws.

SECTION 7.8

Submission to Jurisdiction; Appointment of Agent for Service of Process.

SECTION 7.9

Arbitration.

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT dated as of ___________, 2006 among HOME INNS & HOTELS MANAGEMENT INC., incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.

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