H World Group Ltd 6-K, filed May 10, 2022
H World Group Ltd (HTHT)
About this 6-K
H World Group Ltd filed this 6-K on May 10, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 001-34656
Huazhu Group Limited
(Registrant’s name)
No. 699 Wuzhong Road
Minhang District
Shanghai
201103
People’s Republic of China
(86) 21 6195-2011
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7): ¨
EXHIBIT INDEX
| Exhibit Number | Description | |
| Exhibit 99.1 | Notice of Annual General Meeting | |
| Exhibit 99.2 | Proxy Statement for Annual General Meeting | |
| Exhibit 99.3 | Proxy Form for Annual General Meeting |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Huazhu Group Limited | ||
| (Registrant) | ||
| Date: May 10, 2022 | By: | /s/ Qi Ji |
| Name: | Qi Ji | |
| Title: | Executive Chairman of the Board of Directors |
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Exhibit 99.1
HUAZHU
GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: HTHT, HKEX Stock Code: 1179)
NOTICE
OF ANNUAL GENERAL MEETING
to Be Held on June 24, 2022
(or any adjourned meeting thereof)
NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of Huazhu Group Limited (the “Company”) will be held at No. 699, Wuzhong Road, Minhang District, Shanghai, People’s Republic of China on June 24, 2022 at 10:00 a.m., local time, and at any adjourned meeting thereof, for the following purposes:
AGENDA
To consider and, if thought fit, pass the following resolutions:
| 1. | Resolved, As An Ordinary Resolution: |
THAT the ratification of appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as auditor of the Company for 2022 and the authorization for the directors of the Company to determine the remuneration of the auditor be and is hereby authorized and approved.
| 2. | Resolved, As A Special Resolution: |
THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “Huazhu Group Limited” to “H World Group Limited” and the name “華住集團有限公司” be adopted as the dual foreign name in Chinese of the Company (the “Change of Name”), with effect from the date of entry of the new English name in place of the existing English name and the dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands.
| 3. | Resolved, As A Special Resolution: |
THAT, subject to the Change of Name taking effect, the existing memorandum and articles of association of the Company be amended in the following manner:
| (a) | By deleting all references to ‘‘Huazhu Group Limited” in the existing memorandum and articles of association of the Company and replacing them with “H World Group Limited 華住集團有限公司”; |
| (b) | By deleting paragraph 1 of the existing memorandum of association of the Company in its entirety and replacing it with the following: |
“1. The name of the Company is H World Group Limited and its dual foreign name is 華住集團有限公司.”
| 4. | Resolved, As An Ordinary Resolution: |
THAT each director or officer of the Company or Conyers Trust Company (Cayman) Limited be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolutions as such director, officer or Conyers Trust Company (Cayman) Limited, in his, her or its absolute discretion, thinks fit and to attend to any necessary registration and/or filing for and on behalf of the Company.
ORDINARY SHARES RECORD DATE AND ADS RECORD DATE
The Board of Directors of the Company has fixed the close of business on May 11, 2022 Hong Kong time, as the record date (the “Ordinary Shares Record Date”) of ordinary shares of the Company, par value US$0.00001 per share (“Ordinary Shares”). Holders of record of the Company’s Ordinary Shares as of the Ordinary Shares Record Date are entitled to attend and vote at the AGM and any adjourned meeting thereof.
Holders of record of American Depositary Shares (the “ADSs”) as of the close of business on May 11, 2022, New York time (the “ADS Record Date”) who wish to exercise their voting rights for the underlying Ordinary Shares must give voting instructions to Citibank, N.A., the depositary of the ADSs.
ATTENDING THE AGM
Only holders of record of Ordinary Shares as of the Ordinary Shares Record Date are entitled to attend and vote at the AGM. Please note that holders of ADSs are not entitled to attend the AGM. Any ADS holder who appears at the venue of the AGM will not be allowed to attend the AGM. Any ADS holder that wishes to attend the AGM or vote directly must cancel their ADS(s) in exchange for Ordinary Shares and will need to make arrangements to deliver their ADS(s) to Citibank, N.A., as depositary of the ADS(s), for cancellation with sufficient time to allow for the delivery and exchange of them for the underlying Ordinary Shares before the Ordinary Shares Record Date.
We encourage shareholders planning to attend the AGM in person to preregister by sending an email to ywrong@huazhu.com.
In order for us to better protect your health and safety and enable us to comply with government-imposed social distancing measures and other requirements that may be in effect from time to time due to the COVID-19 pandemic, we may implement certain precautionary measures, including:
| · | compulsory body temperature screenings (any person with a body temperature above 37.5 degrees Celsius will be denied attendance); |
| · | requiring you to wear a surgical face mask at all times during the AGM (please note that no surgical face mask will be provided at the AGM and all attendees should wear their own surgical face masks); and |
| · | no corporate gifts will be provided and no drinks or refreshment will be served. |
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Any holder of Ordinary Shares and any duly appointed proxy or corporate representative of a holder of Ordinary Shares, or any other person claiming a right to attend the AGM, must be, and must appear to be healthy to attend the AGM both at the point of entry and throughout the proceedings of the meeting. Any person who is not in such condition at all relevant times, or who does not comply with any precautionary measures being implemented, in each case in the reasonable view of any officer or agent of the Company, may be refused entry to the AGM, or may be instructed to leave the AGM at any time. All officers and agents of the Company reserve the right to refuse any person entry to the AGM, or to instruct any person to leave the AGM, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the AGM.
PROXY FORMS AND ADS VOTING CARDS
A holder of Ordinary Shares as of the Ordinary Shares Record Date may appoint a proxy to exercise his or her rights at the AGM. A holder of ADSs as of the ADS Record Date will need to instruct Citibank, N.A., the depositary of the ADSs, as to how to vote the Ordinary Shares represented by the ADSs. Please refer to the proxy form (for holders of Ordinary Shares) or ADS voting card (for holders of ADSs), which is attached to and made a part of this notice and also the proxy statement for further details and instructions. The proxy statement and the proxy form are also available for viewing on the “Investor Relations – AGM Summary” section of our website at https://ir.huazhu.com/agm-summary and website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.
Holders of record of the Company’s Ordinary Shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. You are urged to complete, sign, date and return the accompanying proxy form to us (for holders of Ordinary Shares) or your voting instructions to Citibank, N.A. (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. We must receive the proxy form by no later than 10:00 a.m., Hong Kong time, on June 22, 2022 to ensure your representation at the AGM, and Citibank, N.A. must receive your voting instructions by no later than 10:00 a.m., New York time, on June 15, 2022 to enable the votes attaching to the Ordinary Shares represented by your ADSs to be cast at the AGM.
ANNUAL REPORT
You may obtain a copy of the Company’s annual report on Form 20-F and/or Hong Kong annual report, free of charge, from the Company’s website at https://ir.huazhu.com/investor-relations, or from the SEC’s website at www.sec.gov (for the annual report on Form 20-F) or the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (for the Hong Kong annual report).
| By Order of the Board of Directors, Qi JI Executive Chairman |
Hong Kong, May 10, 2022
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Exhibit 99.2
HUAZHU
GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: HTHT, HKEX Stock Code: 1179)
Proxy
Statement for Annual General Meeting
to Be Held on June 24, 2022
(or any adjourned meeting thereof)
GENERAL
The board of directors (the “Board”) of Huazhu Group Limited (the “Company” or “we”) is soliciting proxies for the annual general meeting of shareholders of the Company (the “AGM” or the “General Meeting”) to be held on June 24, 2022 at 10:00 a.m. (local time). The AGM will be held at No. 699, Wuzhong Road, Minhang District, Shanghai, People’s Republic of China.
You can review and download the proxy statement and the proxy form at the “Investor Relations – AGM Summary” section of the Company’s website at https://ir.huazhu.com/agm-summary, and website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.
RECORD DATE, SHARE OWNERSHIP AND QUORUM
Only holders of the Company’s ordinary shares (the “Shareholders”), par value US$0.00001 per share (“Ordinary Shares”) of record as of the close of business on May 11, 2022, Hong Kong time (the “Ordinary Shares Record Date”) are entitled to attend and vote at the AGM.
Holders of American Depositary Shares (“ADSs”) issued by Citibank, N.A., as Depositary of the ADSs, and representing our Ordinary Shares are not entitled to attend or vote at the AGM under the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles”). Please note that any ADS holder who appears at the venue of the AGM will not be allowed to attend the AGM. Holders of ADSs as of the close of business on May 11, 2022, New York time (the “ADS Record Date”) will be able to instruct Citibank, N.A., the depositary of the ADSs and the holder of record of Ordinary Shares (through a nominee) represented by ADSs, as to how to vote the Ordinary Shares represented by such ADSs. Citibank, N.A., as Depositary of the ADSs, will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted at the AGM the Ordinary Shares it holds in respect of the ADSs in accordance with the instructions which it has properly received from ADS holders.
One or more Shareholders holding no less than an aggregate one-third of all voting share capital of the Company in issue present in person or by proxy and entitled to vote at the AGM, shall be a quorum for all purposes.
VOTING AND SOLICITATION
Each Ordinary Share issued and outstanding as of the close of business on the Ordinary Shares Record Date is entitled to one vote at the AGM. Each resolution put to the vote at the AGM will be decided by poll. Where required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, a shareholder of the Company who has a material interest in the matter to be approved by a particular resolution will be required to abstain from voting on such resolution.
The solicitation materials are available on the Company’s website (https://ir.huazhu.com), on the website of the U.S. Securities and Exchange Commission (www.sec.gov) and on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).
VOTING BY HOLDERS OF ORDINARY SHARES
When proxy forms are properly dated, executed and returned by holders of Ordinary Shares to the mailing address set forth in the proxy form before 10:00 a.m., Hong Kong Time, on June 22, 2022 (the deadline for the return of such proxy forms), the Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the Ordinary Shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the Ordinary Shares for the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. Where any holder of Ordinary Shares affirmatively abstains from voting on any particular resolution, the votes attaching to such Ordinary Shares will not be included or counted in the determination of the number of Ordinary Shares present and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described above).
VOTING BY HOLDERS OF ADSs
The nominee of Citibank, N.A. (the Depositary of the ADSs) is the holder of record for all the Ordinary Shares represented by the ADSs and as such the nominee is the only person who may attend and vote those Ordinary Shares at the AGM on behalf of the Depositary and the holders of ADSs.
We have requested Citibank, N.A., as Depositary of the ADSs, to distribute to all holders of record of ADSs as of the ADS Record Date, the notice of the AGM and an ADS Voting Card. Upon the timely receipt from any holders of record of ADSs of voting instructions in the manner specified, Citibank, N.A. will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Ordinary Shares represented by the ADSs in accordance with such voting instructions. Under the terms of the deposit agreement for the ADSs (the “Deposit Agreement”), Citibank, N.A. will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described in the paragraphs below.
There is no guarantee that a holder of ADSs will receive the materials described above with sufficient time to enable such holder to return voting instructions to Citibank, N.A. in a timely manner, in which case the Ordinary Shares underlying your ADSs may not be voted in accordance with your wishes.
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If an ADS Voting Card is missing voting instructions, Citibank, N.A. shall deem the holder of the ADSs in question to have instructed Citibank, N.A. to vote in favor of the items set forth in the ADS Voting Card. If an ADS Voting Card contains conflicting voting instructions as to any issue to be voted on at the AGM, Citibank, N.A. shall deem the holder of the ADSs in question to have instructed Citibank, N.A. to abstain from voting on such issue.
If no timely instructions are received by Citibank, N.A. from a holder of ADSs by 10:00 a.m., New York Time, June 15, 2022, under the terms of the Deposit Agreement, Citibank, N.A. will deem such holder of ADSs to have instructed it to give a discretionary proxy to a person designated by the Company to vote the Ordinary Shares represented by such holder’s ADSs, unless voting at the meeting is by show of hands and unless the Company has informed Citibank, N.A. that (x) the Company does not wish such proxy to be given, (y) substantial opposition exists, or (z) the rights of holders of Ordinary Shares may be materially adversely affected, in each case in accordance with the terms of the Deposit Agreement.
REVOCABILITY OF PROXIES AND ADS VOTING CARDS
Any proxy given by a holder of Ordinary Shares by means of a proxy form, and any voting instructions given by an ADS holder by means of an ADS Voting Card, pursuant to this solicitation may be revoked: (a) for holders of Ordinary Shares or ADSs, by submitting a written notice of revocation or a fresh proxy form or fresh ADS Voting Card, as the case may be, bearing a later date, which must be received by the deadlines for returning the proxy forms or ADS Voting Cards set forth above, or (b) for holders of Ordinary Shares only, by attending the AGM and voting in person.
PROPOSAL 1:
Ordinary Resolution
Ratification of appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as auditor of the Company for 2022 and the authorization for the directors of the Company to determine the remuneration of the auditor
The Board proposes to ratify and approve the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
In the event the holders of Ordinary Shares fail to ratify the appointment, the Audit Committee of the Company will appoint different independent auditors with the requisite qualifications and competence and such appointment will be ratified by the Company’s shareholders at the next general meeting of the Company. Even if the appointment is ratified at the AGM, the Audit Committee, in its discretion, may appoint different independent auditors at any time during the year if it determines that such a change would be in the Company’s and its shareholders’ best interests. Such appointment of different independent auditors shall also be ratified by the Company’s shareholders at the next general meeting of the Company.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF APPOINTMENT OF DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.
PROPOSAL 2:
Special Resolution
Subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, authorization and approval of the change of English name of the Company from “Huazhu Group Limited” to “H World Group Limited” and adoption of “華住集團有限公司” as the dual foreign name in Chinese of the Company (the “Change of Name”)
The Board proposes to change the English name of the Company from “Huazhu Group Limited” to “H World Group Limited.” In addition, the Board proposes to adopt “華住集團有限公司” as its dual foreign name in Chinese. Subject to satisfaction of the conditions stated below, the Company’s full name will be “H World Group Limited 華住集團有限公司.”
Conditions of the Change of Name
The Change of Name is conditional on:
| (a) | the passing by the Shareholders at the General Meeting of a special resolution approving the Change of Name; and |
| (b) | approval of the Registrar of Companies in the Cayman Islands having been obtained for the Change of Name. |
Subject to satisfaction of the above conditions, the Change of Name will take effect from the date of entry of the new English name in place of the existing English name and the dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands. Our Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.
Effect of the Change of Name
The Change of Name will not affect the rights of our Shareholders. All existing share certificates of our Company bearing the existing name of our Company will, after the Change of Name becomes effective, continue to be evidence of legal title to our Shares and be valid for trading, settlement, registration and delivery purposes. Any new share certificates of our Company issued after the Change of Name becomes effective will bear our Company’s new name. There will not be any arrangement for free exchange of existing share certificates of our Company for new share certificates bearing our Company’s new name.
We will make further announcement(s) as and when appropriate on the effective date of the Change of Name and any update to our stock short name for trading our Shares on the Stock Exchange.
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Reasons for the Change of Name
The Board considers that the new name will better reflect the Group’s operations and direction of future business development. Accordingly, the Board considers that the proposed Change of Name is fair and reasonable, as well as in the best interests of the Company and its Shareholders as a whole.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE AUTHORIZATION AND APPROVAL OF THE CHANGE OF NAME, SUBJECT TO AND CONDITIONAL UPON APPROVAL OF THE REGISTRAR OF COMPANIES IN THE CAYMAN ISLANDS HAVING BEEN OBTAINED FOR THE CHANGE OF NAME.
PROPOSAL 3:
Special Resolution
Subject to the Change of Name taking effect, authorization and approval for the amendment of the current memorandum and articles of association of the Company to reflect the Change of Name.
The Board deems it advisable and in the best interests of the Company that the Memorandum and Articles be amended to reflect the Change of Name. The amendment to the Memorandum and Articles will take effect subject to and upon the Change of Name taking effect. The Board has approved and is recommending to shareholders for approval at the AGM a resolution to approve the amendment to the Memorandum and the Articles, which is attached hereto as Exhibit A.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSED AMENDMENT OF THE COMPANY’S MEMORANDUM AND ARTICLES, WHICH WILL BE EFFECTIVE Subject to AND UPON the Change of Name taking effect.
PROPOSAL 4:
Ordinary Resolution
Authorization and approval of each director or officer of the Company or Conyers Trust Company (Cayman) Limited to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolutions as such director, officer or Conyers Trust Company (Cayman) Limited, in his, her or its absolute discretion, thinks fit and to attend to any necessary registration and/or filing for and on behalf of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE GENERAL RESOLUTION.
OTHER MATTERS
We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the form of proxy to vote the Ordinary Shares they represent as the Board may recommend.
| By Order of the Board of Directors, Qi JI Executive Chairman |
Dated: May 10, 2022
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EXHIBIT A
Amendment to the Memorandum and Articles
THAT, subject to the Change of Name taking effect, the existing memorandum and articles of association of the Company be amended in the following manner:
| (a) | By deleting all references to ‘‘Huazhu Group Limited” in the existing memorandum and articles of association of the Company and replacing them with “H World Group Limited 華住集團有限公司”; |
| (b) | By deleting paragraph 1 of the existing memorandum of association of the Company in its entirety and replacing it with the following: |
“1. The name of the Company is H World Group Limited and its dual foreign name is 華住集團有限公司.”
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Exhibit 99.3
HUAZHU
GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: HTHT, HKEX Stock Code: 1179)
Form of
Proxy for Annual General Meeting
to Be Held on June 24, 2022
(or any adjourned meeting thereof)
INTRODUCTION
This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of Huazhu Group Limited, a Cayman Islands exempted company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares, par value US$0.00001 per share, of the Company (the “Ordinary Shares”) to be exercised at the Annual General Meeting of the Company (the “AGM”) to be held at No. 699, Wuzhong Road, Minhang District, Shanghai, People’s Republic of China on June 24, 2022 at 10:00 a.m. (local time), and at any adjourned meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting. This Form of Proxy is not intended for use by holders of our American Depositary Shares (ADSs). Holders of ADSs who wish to vote the Ordinary Shares represented by their ADSs must instruct Citibank, N.A., the depositary for the ADSs, on how to vote the Ordinary Shares represented by ADSs.
Only the holders of record of the Ordinary Shares at the close of business on May 11, 2022 are entitled to notice of and to vote at the AGM. In respect of the matter requiring shareholders’ vote at the AGM, each Ordinary Share is entitled to one vote. The quorum of the AGM is one or more shareholders holding no less than an aggregate of one-third of all voting share capital of the Company in issue present in person or by proxy and entitled to vote at the AGM.
The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the Ordinary Shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the Ordinary Shares for the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any holder of Ordinary Shares giving a proxy has the right to revoke it at any time before it is exercised (i) by submitting a written notice of revocation or a fresh proxy form, bearing a later date, which must be received by the deadlines for returning the proxy forms set forth above, or (ii) by voting in person at the AGM.
To be valid, this Form of Proxy must be completed, signed and returned to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible no later than 10:00 a.m., Hong Kong time, on June 22, 2022 to ensure your representation at the AGM.
HUAZHU
GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: HTHT, HKEX Stock Code: 1179)
Form of
Proxy for Annual General Meeting
to Be Held at No. 699, Wuzhong Road, Minhang District, Shanghai, People’s Republic of China on June 24, 2022
at 10:00 a.m. (local time) (the “Annual General Meeting”)
(or any adjourned meeting thereof)
I/We
of ,
being the registered holder of
ordinary shares1, par value US$0.00001 per share, of Huazhu Group Limited (the “Company”), hereby appoint the Chairman of the Annual General Meeting2 or
of
as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned meeting thereof) of the Company, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit3.
| No. | RESOLUTIONS | FOR3 | AGAINST3 | ABSTAIN3 |
| 1. | The resolution as set out in the Notice of Annual General Meeting regarding the ratification of appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as auditor of the Company for 2022 and the authorization for the directors of the Company to determine the remuneration of the auditor. | |||
| 2 | The resolution as set out in the Notice of Annual General Meeting, subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, regarding the change of the English name of the Company from “Huazhu Group Limited” to “H World Group Limited” and the adoption of “華住集團有限公司” as the dual foreign name in Chinese of the Company (the “Change of Name”) with effect from the date of entry of the new English name in place of the existing English name and the dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands. | |||
| 3. | The resolution as set out in the Notice of Annual General Meeting regarding the amendment of the memorandum and articles of association of the Company to reflect the Change of Name, subject to the Change of Name taking effect. | |||
| 4. | The resolution as set out in the Notice of Annual General Meeting regarding the authorization of each director or officer of the Company or Conyers Trust Company (Cayman) Limited to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolutions as such director, officer or Conyers Trust Company (Cayman) Limited, in his, her or its absolute discretion, thinks fit and to attend to any necessary registration and/or filing for and on behalf of the Company. |
| * | please refer to the Notice of Annual General Meeting for full text of the resolutions. |
Dated, 2022 Signature(s)4
| 1 | Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 2 | If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
| 3 | IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”. |
| 4 | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. |
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