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Cayman Islands
(State or other jurisdiction of
incorporation or organization) |
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Not Applicable
(I.R.S. Employer
Identification No.) |
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Copies to:
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Jihong He
Chief Financial Officer H World Group Limited 11 Penang Lane Singapore 238485 +65 8655-0278 |
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Shuang Zhao, Esq.
Cleary Gottlieb Steen & Hamilton LLP c/o 37th Floor, Hysan Place 500 Hennessy Road, Causeway Bay Hong Kong +852 2532-3783 |
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For the years ended December 31,
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For the nine
months ended September 30, 2022 |
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Cash flows between subsidiaries and VIEs
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2019
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2020
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2021
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Loans from subsidiaries to the VIEs under the contractual arrangements
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| | | | 5 | | | | | | 5 | | | | | | — | | | | | | 1 | | |
Cash received by the VIEs from subsidiaries for
services |
| | | | 34 | | | | | | 29 | | | | | | 34 | | | | | | 20 | | |
Loans to subsidiaries by the VIEs
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| | | | (8) | | | | | | (14) | | | | | | (21) | | | | | | (2) | | |
Repayment of loans by subsidiaries
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| | | | — | | | | | | 3 | | | | | | 7 | | | | | | 5 | | |
Cash flows between holding company and subsidiaries(1)
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| | | | 2019 | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |
Loans to subsidiaries
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| | | | (1,039) | | | | | | (6,267) | | | | | | (1,050) | | | | | | (34) | | |
Repayment of loans by subsidiaries
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| | | | 9 | | | | | | — | | | | | | — | | | | | | 1,099 | | |
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Taxation
Scenario(1) Statutory Tax and Standard Rates |
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Hypothetical pre-tax earnings in the PRC subsidiaries/VIEs
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| | | | 100% | | |
Tax on earnings at statutory rate of 25% at WFOE(2) level
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| | | | (25)% | | |
Amount to be distributed as dividend from WFOE(2) to Hong Kong or Singapore entities
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| | | | 75% | | |
Withholding tax at standard rate of 10%(3)
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| | | | (7.5)% | | |
Amount to be distributed as dividend at Hong Kong entities level/Singapore entities
level and net distribution to H World Group Limited(4) |
| | | | 67.5% | | |
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Service
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Fees
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| Issuance of ADSs | | | Up to US$0.05 per ADS issued | |
| Cancelation of ADSs | | | Up to US$0.05 per ADS canceled | |
| Distribution of cash dividends or other cash distributions (e.g., sale of rights and other entitlements) | | | Up to US$0.05 per ADS held | |
| Distribution of ADSs pursuant to stock dividends, other free stock distributions or exercise of rights to purchase additional ADSs | | | Up to US$0.05 per ADS held | |
| Distribution of securities other than ADSs or rights to purchase additional ADSs | | | Up to US$0.05 per ADS held | |
| Depositary services | | |
Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary
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Signature
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Title
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/s/ Qi Ji
Qi Ji
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Executive Chairman of the Board of Directors
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/s/ Hui Jin
Hui Jin
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Chief Executive Officer
(principal executive officer) |
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/s/ John Jiong Wu
John Jiong Wu
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Independent Director
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/s/ Tong Tong Zhao
Tong Tong Zhao
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Independent Director
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/s/ Shangzhi Zhang
Shangzhi Zhang
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Director
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/s/ Jian Shang
Jian Shang
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Independent Director
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/s/ Theng Fong Hee
Theng Fong Hee
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Independent Director
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/s/ Lei Cao
Lei Cao
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Independent Director
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/s/ Jihong He
Jihong He
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Chief Financial Officer
(principal financial officer and principal accounting officer) |
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This is to certify that of is I are the registered shareholders of: No. of Shares Date of Record L__ jType of Share Ordinary 1certificate Number l_ Incorporated in the Cayman Islands H World Group Limited Par Value US$0.00001 %Paid 100.00 The above shares are subject to the Memorandum and Articles of Association of the Company and transferable in accordance therewith. Director Director/Secretary |
Exhibit 5.1
H World Group Limited
No. 1299 Fenghua Road
Jiading District
Shanghai 201803
People’s Republic of China
10 January 2023
Dear Sirs
H World Group Limited
We have acted as Cayman Islands legal advisers to H World Group Limited (the "Company") in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the "Registration Statement"), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company of certain of the Company's ordinary shares of par value US$0.00001 each (the "Shares"), including Shares represented by American depositary shares.
We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.
1 | Documents Reviewed |
For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:
1.1 | The certificate of incorporation of the Company dated 4 January 2007, the certificate of incorporation on change of name of the Company dated 1 June 2018 and the certificate of incorporation on change of name of the Company dated 27 June 2022 issued by the Registrar of Companies in the Cayman Islands. |
1.2 | The amended restated memorandum and articles of association of the Company adopted by way of a special resolution passed on 25 June 2021 and with effect from 29 June 2021 (the "Memorandum and Articles"). |
1.3 | The unanimous written resolutions of the board of directors of the Company passed on 16 December 2022 (the "Resolutions"). |
1.4 | A certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate"). |
1.5 | A certificate of good standing with respect to the Company issued by the Registrar of Companies in the Cayman Islands dated 4 January 2023 (the "Certificate of Good Standing"). |
1.6 | The Registration Statement. |
2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
2.2 | All signatures, initials and seals are genuine. |
2.3 | There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below. |
3 | Opinion |
Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
3.2 | The authorised share capital of the Company is US$900,000 divided into 80,000,000,000 ordinary shares of par value US$0.00001 each and 10,000,000,000 preferred shares of par value US$0.00001 each. |
3.3 | The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders). |
3.4 | The statements under the caption “Taxation” in the prospectus forming part of the Registration Statement are accurate in so far as such statements are summaries of or relate to Cayman Islands law, and such statements constitute our opinion. |
4 | Qualifications |
In this opinion the phrase "non-assessable" means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.
2
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings "Enforceability of Civil Liabilities", “Taxation” and "Legal Matters" and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our reports dated April 27, 2022, relating to the financial statements of H World Group Limited (Formerly: Huazhu Group Limited) and the effectiveness of H World Group Limited’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of H World Group Limited for the year ended December 31, 2021. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
January 10, 2023
Exhibit 23.3
26/F HKRI Centre One, HKRI Taikoo Hui,
288 Shimen Road (No. 1),
Shanghai 200041, P.R. China
T: (86-21) 5298-5488
F: (86-21) 5298-5492
junhesh@junhe.com
January 10, 2023
H World Group Limited
No. 1299 Fenghua Road
Jiading District
Shanghai 201803
People’s Republic of China
Dear Sir/Madam:
We hereby consent to the references to our firm’s name under the headings “Our Company”, “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” in H World Group Limited’s registration statement on Form F-3 under the Securities Act of 1933, including all amendments or supplements thereto (the “Registration Statement”), which will be filed with the Securities and Exchange Commission (the “SEC”) on the date hereof. We also consent to the filing of this consent letter with the SEC as an exhibit to the Registration Statement.
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Very truly yours,
/s/ JunHe LLP
JunHe LLP
Exhibit 107.1
Calculation of Filing Fee Table
FORM F-3
(Form Type)
H World Group Limited
(Exact Name of Registrant as Specified in its Charter)
Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount
of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Ordinary shares, par value US$0.00001 per share (1)(3) | Rule 457(r) | (2) | (2) | (2) | (2) | (2) | ||||||||||||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Total Offering Amounts | (2) | (2) | ||||||||||||||||||||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||||||||||||
Net Fee Due | (2) |
(1) | Includes securities 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 securities are first bona fide offered to the public. These securities are not being registered for the purposes of sales outside of the United States. |
(2) | An indeterminate aggregate number of securities is being registered as may from time to time be sold at indeterminate prices. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee. |
(3) | American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-225171). Each American depositary share represents ten ordinary shares. |