Huazhu Group Limited (NASDAQ: HTHT and HKEX: 1179) (the “Company”),
a world-leading hotel group, today announced that the 2021 annual
general meeting of the Company (the “AGM”) was held on June 25,
2021. During the AGM, the following proposed resolutions were duly
passed:
- the resolution as set out in the
notice of the AGM dated May 14, 2021 (the “Notice of
AGM”) regarding the ratification of appointment of
Deloitte Touche Tohmatsu Certified Public Accountants LLP as
auditor of the Company for 2021 and the authorization for the
directors of the Company to determine the remuneration of the
auditor;
- the resolution as set out in the
Notice of AGM regarding the authorization and approval of the
sub-division of each issued and unissued ordinary share of the
Company with a par value of US$0.0001 each (the “Ordinary
Shares”) into 10 ordinary shares with a par value of
US$0.00001 each (the “Subdivided Ordinary Shares”)
and the sub-division of each issued and unissued preferred share of
the Company with a par value of US$0.0001 each (the
“Preferred Shares”) into 10 preferred shares with
a par value of US$0.00001 each (the “Subdivided Preferred
Shares”) (the “Share Subdivision”) with
effect from the second business day following the day on which this
resolution is passed by the shareholders of the Company, subject to
and conditional upon the Listing Committee of The Stock Exchange of
Hong Kong Limited (the “Hong Kong Stock Exchange”)
granting the listing of, and permission to deal in, the Subdivided
Ordinary Shares, such that the authorized share capital of the
Company will be US$900,000 divided into 80,000,000,000 ordinary
shares of par value of US$0.00001 each and 10,000,000,000 preferred
shares of par value US$0.00001 each;
- the resolution as set out in the
Notice of AGM regarding the approval of the amendments to the
current memorandum and articles of association of the Company in
the manner as detailed in the proxy statement/circular for the AGM
dated May 14, 2021 (the “Proxy Statement”) and the
approval and adoption of the amended and restated memorandum and
articles of association in the form as set out in Exhibit A in the
Proxy Statement in substitution for and to the exclusion of the
current memorandum and articles of association of the Company,
subject to the passing of the above Resolution 2 and with effect
from the Share Subdivision becoming effective; and
- the resolution as set out in the
Notice of AGM 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.
As at the date of this announcement, the Company has an
authorized share capital of US$900,000 divided into 8,000,000,000
Ordinary Shares and 1,000,000,000 Preferred Shares, of which
326,748,058 Ordinary Shares were issued. Immediately following the
Share Subdivision being effective, the authorized share capital of
the Company will be US$900,000 divided into 80,000,000,000
Subdivided Ordinary Shares and 10,000,000,000 Subdivided Preferred
Shares, of which 3,267,480,580 Subdivided Ordinary Shares will be
in issue and fully paid or credited as fully paid, assuming that no
further Ordinary Shares will be issued or repurchased after the
date of this announcement and prior to the Share Subdivision
becoming effective.
For holders of Ordinary Shares listed on the
Hong Kong Stock Exchange, upon the Share Subdivision (detailed in
the Proxy Statement) becoming effective (being June 29, 2021), the
existing share certificates for the Ordinary Shares (the
“Existing Ordinary Share Certificates”) will only
be valid for delivery, trading and settlement purposes until 4:10
p.m. on Tuesday, August 3, 2021, and thereafter will not be
accepted for delivery, trading and settlement purposes. However,
the Existing Ordinary Share Certificates will continue to be good
evidence of legal title and may be exchanged for share certificates
for the Subdivided Ordinary Shares at any time in accordance with
the Proxy Statement. Please refer to the Proxy Statement for
further details of the trading arrangements in relation to the
Subdivided Ordinary Shares and exchange of share certificates.
Concurrently when the Share Subdivision becomes
effective, the ratio of American Depositary Share of the Company
(the “ADS”) to ordinary share will be adjusted
from one (1) ADS representing one (1) Ordinary Share to one (1) ADS
representing ten (10) Subdivided Ordinary Shares (the “ADS
Ratio Change”). The ADS Ratio Change will not change the
trading price of each ADS on NASDAQ Global Select Market.
The Company is also making this announcement
pursuant to Rule 13.10B of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited. The Company
will file a Form 6-K with the Securities and Exchange Commission of
the United States in relation to the results of the AGM on June 25,
2021 and the amended and restated articles of association of the
Company to be adopted on June 29, 2021, before the trading hours of
the NASDAQ Global Select Market on June 25, 2021 (U.S. Eastern
time) and on June 29, 2021 (U.S. Eastern time), respectively.
About Huazhu Group
LimitedOriginated in China, Huazhu Group Limited is a
world-leading hotel group. As of March 31, 2021, Huazhu
operated 6,881 hotels with 662,512 rooms in operation in 16
countries. Huazhu’s brands include Hi Inn, Elan Hotel, HanTing
Hotel, JI Hotel, Starway Hotel, Orange Hotel, Crystal Orange Hotel,
Manxin Hotel, Madison Hotel, Joya Hotel, Blossom House, and Ni Hao
Hotel. Upon the completion of the acquisition of DH on
January 2, 2020, Huazhu added five brands to its portfolio,
including Steigenberger Hotels & Resorts, MAXX by
Steigenberger, Jaz in the City, IntercityHotel and Zleep
Hotels. In addition, Huazhu also has the rights as master
franchisee for Mercure, Ibis and Ibis Styles, and
co-development rights for Grand Mercure and Novotel, in the
pan-China region.
Huazhu’s business includes leased and owned,
manachised and franchised models. Under the lease and ownership
model, Huazhu directly operates hotels typically located on leased
or owned properties. Under the manachise model, Huazhu manages
manachised hotels through the on-site hotel managers that Huazhu
appoints, and Huazhu collects fees from franchisees. Under the
franchise model, Huazhu provides training, reservations and support
services to the franchised hotels, and collects fees from
franchisees but does not appoint on-site hotel managers. Huazhu
applies a consistent standard and platform across all of its
hotels. As of March 31, 2021, Huazhu operates 16 percent of
its hotel rooms under lease and ownership model, and 84 percent
under manachise and franchise models.
For more information, please visit Huazhu’s
website: http://ir.huazhu.com.
Safe Harbor Statement Under the U.S. Private
Securities Litigation Reform Act of 1995: The information in this
release contains forward-looking statements which involve risks and
uncertainties. Such factors and risks include our anticipated
growth strategies; our future results of operations and financial
condition; economic conditions; the regulatory environment; our
ability to attract and retain customers and leverage our brands;
trends and competition in the lodging industry; the expected growth
of demand for lodging; and other factors and risks detailed in our
filings with the U.S. Securities and Exchange Commission. Any
statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements, which may be
identified by terminology such as “may,” “should,” “will,”
“expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,”
“predict,” “potential,” “forecast,” “project” or “continue,” the
negative of such terms or other comparable terminology. Readers
should not rely on forward-looking statements as predictions of
future events or results.
Huazhu undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required by
applicable law.
Contact InformationInvestor RelationsTel: +86
(21) 6195 9561Email: ir@huazhu.comhttp://ir.huazhu.com
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