H World Group Ltd Files 20-F for Fiscal Year Ended December 31, 2023

TL;DR

<b>H World Group Ltd has submitted its 20-F filing for the fiscal year 2023, detailing its financial status and corporate history.</b>

AI Summary

H World Group Ltd (HWLDF) filed a Foreign Annual Report (20-F) with the SEC on April 23, 2024. H World Group Ltd filed its annual report on Form 20-F for the fiscal year ending December 31, 2023. The filing covers the company's financial performance and business operations. The company was formerly known as Huazhu Group Ltd and China Lodging Group, Ltd. The filing includes data related to various financial statement line items and share plans. The company's principal business address is in Shanghai, China.

Why It Matters

For investors and stakeholders tracking H World Group Ltd, this filing contains several important signals. This 20-F filing provides investors and stakeholders with a comprehensive overview of H World Group Ltd's financial health and operational performance for the 2023 fiscal year. Understanding the details within this filing is crucial for assessing the company's market position, risks, and future prospects in the hospitality sector.

Risk Assessment

Risk Level: medium — H World Group Ltd shows moderate risk based on this filing. The filing is a standard annual report (20-F), which typically contains a broad range of information but does not inherently signal immediate positive or negative developments. Specific financial performance details would be needed for a more precise sentiment.

Analyst Insight

Review the detailed financial statements and risk factors within the 20-F filing to understand H World Group Ltd's performance and strategic direction.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed Period of Report)
• 2024-04-23 — Filing Date (Date the 20-F was filed)
• 001-34656 — SEC File Number (SEC registration number for H World Group Ltd)
• 000000000 — IRS Number (Internal Revenue Service number for H World Group Ltd)

Key Players & Entities

• H World Group Ltd (company) — Filer of the 20-F report
• Huazhu Group Ltd (company) — Former name of H World Group Ltd
• China Lodging Group, Ltd (company) — Former name of H World Group Ltd
• Shanghai (location) — City of H World Group Ltd's business address

FAQ

Industry Context

H World Group Ltd operates in the hospitality industry, specifically hotels and motels. This sector is sensitive to economic conditions, travel trends, and consumer spending.

Regulatory Implications

As a foreign private issuer filing in the U.S., H World Group Ltd must comply with SEC regulations, including the filing of annual reports like the 20-F.

What Investors Should Do

1. Analyze the financial statements within the 20-F for revenue, net income, and debt levels.
2. Review the business overview and risk factors to understand operational challenges and opportunities.
3. Compare key financial metrics to previous years and industry benchmarks.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 20-F filing.
• 2024-04-23: Filing Date — Date the 20-F was officially submitted to the SEC.

Glossary

20-F

An annual report required by the U.S. Securities and Exchange Commission (SEC) for foreign private issuers. (Provides a comprehensive overview of a foreign company's business, financial condition, and risks to U.S. investors.)

Year-Over-Year Comparison

This filing is the annual 20-F for the fiscal year 2023, replacing previous filings and providing updated financial and operational information.

Key Financial Figures

• $0.00001 — gistered Ordinary Shares, par value US$0.00001 per share 1179 The Stock Exchange o
• $1.00 — annual report were made at a rate of US$1.00 to RMB 7.0999, the exchange rate as set
• $0.0001 — ed ordinary share with a par value of US$0.0001 was sub-divided into ten ordinary share

Filing Documents

• htht-20231231x20f.htm (20-F) — 4763KB
• htht-20231231xex2d5.htm (EX-2.5) — 148KB
• htht-20231231xex8d1.htm (EX-8.1) — 170KB
• htht-20231231xex12d1.htm (EX-12.1) — 12KB
• htht-20231231xex12d2.htm (EX-12.2) — 11KB
• htht-20231231xex13d1.htm (EX-13.1) — 11KB
• htht-20231231xex15d1.htm (EX-15.1) — 4KB
• htht-20231231xex15d2.htm (EX-15.2) — 11KB
• htht-20231231xex97d1.htm (EX-97.1) — 51KB
• htht-20231231x20f004.jpg (GRAPHIC) — 115KB
• htht-20231231xex15d2001.jpg (GRAPHIC) — 16KB
• htht-20231231xex15d2002.jpg (GRAPHIC) — 9KB
• 0001104659-24-050202.txt (&nbsp;) — 18251KB
• htht-20231231_def.xml (EX-101.DEF) — 465KB
• htht-20231231_lab.xml (EX-101.LAB) — 898KB
• htht-20231231_pre.xml (EX-101.PRE) — 779KB
• htht-20231231.xsd (EX-101.SCH) — 113KB
• htht-20231231_cal.xml (EX-101.CAL) — 143KB
• htht-20231231x20f_htm.xml (XML) — 3083KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents TABLE OF CONTENTS Page CERTAIN CONVENTIONS 1 PART I 4

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4

KEY INFORMATION

ITEM 3. KEY INFORMATION 4 3.A. Selected Financial Data 11 3.B. Capitalization and Indebtedness 11 3.C. Reason for the Offer and Use of Proceeds 12 3.D. Risk Factors 12

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 54 4.A. History and Development of the Company 54 4.B. Business Overview 55 4.C. Organizational Structure 85 4.D. Property, Plants and Equipment 88

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 88

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 89 5.A. Operating Results 89 5.B. Liquidity and Capital Resources 106 5.C. Research and Development, Patents and Licenses, etc. 111 5.D. Trend Information 112 5.E. Critical Accounting Policies and Estimates 112

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 113 6.A. Directors and Senior Management 113 6.B. Compensation 116 6.C. Board Practices 119 6.D. Employees 121 6.E. Share Ownership 121 6.F. Disclosure of Action to Recover Erroneously Awarded Compensation 123

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 123 7.A. Major Shareholders 123 7.B. Related Party Transactions 123 7.C. Interests of Experts and Counsel 124

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 124 8.A. Consolidated Statements and Other Financial Information 124 8.B. Significant Changes 126

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 126 9.A. Offering and Listing Details 126 9.B. Plan of Distribution 126 9.C. Markets 126 9.D. Selling Shareholders 126 9.E. Dilution 126 9.F. Expenses of the Issue 126

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 127 10.A. Share Capital 127 10.B. Memorandum and Articles of Association 127 10.C. Material Contracts 127 10.D. Exchange Controls 127 10.E. Taxation 127 10.F. Dividends and Paying Agents 137 10.G. Statement by Experts 137 10.H. Documents on Display 137 10.I. Subsidiary Information 137 i Table of Contents

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 137

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 138 12.A. Debt Securities 138 12.B. Warrants and Rights 138 12.C. Other Securities 138 12.D. American Depositary Shares 139 PART II 143

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 143

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 143

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 143

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 144

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 144

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 145

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 145

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 146

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 146

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 146

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 148

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 148

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 148

CYBERSECURITY

ITEM 16K. CYBERSECURITY 149 PART III 150

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 150

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 150

EXHIBITS

ITEM 19. EXHIBITS 150 ii Table of Contents CERTAIN CONVENTIONS Unless otherwise indicated, all translations from U.S. dollars to RMB in this annual report were made at a rate of US$1.00 to RMB 7.0999, the exchange rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 29, 2023. No representation is made that the RMB amounts referred to herein could have been or could be converted into U.S. dollars at any particular rate or at all. On April 19, 2024, the exchange rate was US$1.00 to RMB 7.2403. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Unless otherwise indicated, in this annual report, " ADRs " are to the American depositary receipts that may evidence our ADSs; " ADSs " are to our American depositary shares, each representing ten ordinary shares; " China " or the " PRC " refers to the People's Republic of China, excluding, for purposes of this annual report, Hong Kong, Macau and Taiwan; " Consolidated Affiliated Entities " are to Tianjin Jizhu, Shanghai Huanmei and its wholly owned subsidiary Huanmei Travel, and Ningbo Futing, each of which is a Consolidated Affiliated Entity; " Consolidated Fund " is to Ningbo Hongting Investment Management Center (LLP) ("Ningbo Hongting") and its subsidiary; " Deutsche Hospitality " or " legacy DH " refers to Steigenberger Hotels GmbH (formerly known as Steigenberger Hotels Aktiengesellschaft), a subsidiary of our company established under the laws of Germany on September 12, 1985, and its subsidiaries; " EUR " or " Euro " refers to the legal currency of European Union; " HKD " refers to the legal currency of Hong Kong; " Hong Kong " or " HK " refers to the Hong Kong Special Administrative Region of the PRC; " Hong Kong Listing Rules " are to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited; " Hong Kong Stock Exchange " is to The Stock Exchange of Hong Kong Limited; " Huanmei T

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report on Form 20-F contains forward-looking statements that are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this annual report, including those regarding our future financial position, strategies, plans, objectives, goals and targets, future developments in the markets where we participate or are seeking to participate and any statements preceded by, followed by or that include the words "aim," "anticipate," "believe," "could," "estimate," "expect," "going forward," "intend," "may," "ought to," "plan," "potential," "predict," "project," "seek," "should," "will," "would," "vision," "aspire," "target," "schedules," "goal," "outlook" and the negative of these words and other similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Such statements reflect the current views of our management with respect to future events, operations, liquidity and capital resources, some of which may not materialize or may change. These statements are subject to certain known and unknown risks, uncertainties and assumptions, including the risk factors as described in this annual report. You are strongly cautioned that reliance on any forward-looking statements involves known and unknown risks and uncertainties. The risks and uncertainties facing us which could affect the accuracy of forward-looking statements include, but are not limited to, the following: our anticipated growth strategies, including developing new hotels at desirable locations in a timely and cost-effective manner and launching a new hotel brand; our future business development, results of operations and financial condition; expected changes in our revenues and certain cost or expense items; our ability to attract customers and leverage our brand; trends and competition in the lodging industry;

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION H World Group Limited is a holding company incorporated in the Cayman Islands. As a holding company, it has no material operations of its own and conducts substantially all its operations through its subsidiaries. China is one of our major markets, and we also have operations in other countries and areas including Europe, the Middle East and the Southeast Asia. Permits and Permission Required from the PRC Authorities for Our Operations We conduct our business in China through our subsidiaries, and for some businesses the direct holding of which is restricted by PRC law, through the Consolidated Affiliated Entities, including the VIEs, which we are required to obtain certain permissions from the PRC authorities. The PRC government has exercised, and may continue to exercise, substantial influence or control across sectors of the Chinese economy. Our ability to operate in China may be undermined if our subsidiaries or the VIEs are not able to obtain or maintain approvals to operate in China. The central or local governments could impose new, stricter regulations or interpretations of existing regulations that could require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. As of the date of this annual report, we and the VIEs have received all requisite permits, approvals and certificates from the PRC government authorities to conduct our business operations in China. However, given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by government authorities, we cannot assure you that relevant policies in this regard will not change in the future, and such change may require us or our subsidiaries or VIEs to obtain additional licenses, permits, filings or approvals for conducting our business in the PRC. If we or our subsidiaries or VIEs do not receive or maintain required permissions or approvals, or inadverten

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View this 20-F filing on SEC EDGAR