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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021.
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
Commission file number 001-38425
GreenTree Hospitality Group Ltd.
(Exact name of Registrant as specified in its charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
2451 Hongqiao Road, Changning District
Shanghai 200335
People’s Republic of China
(Address of principal executive offices)
Contact Person: Dr. Yiping Yang, Chief Financial Officer
+86-21-3617-4886
2451 Hongqiao Road, Changning District
Shanghai 200335
People’s Republic of China
* (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols
Name of each exchange on which registered
American depositary shares, each representing one Class A ordinary share Class A
ordinary shares, par value US$0.50 per share *
GHG
New York Stock Exchange, Inc.
*
Not for trading, but only in connection with the registration of American Depositary Shares representing such Class A ordinary shares pursuant to the requirements of the Securities and Exchange
Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
68,286,954 Class A ordinary shares were outstanding as of December 31, 2021
34,762,909 Class B ordinary shares were outstanding as of December 31, 2021
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒ No
Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
International Financial Reporting Standards as issued
by the International Accounting Standards Board
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ 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
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Emerging growth company ☒
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2
GREENTREE HOSPITALITY GROUP LTD.
FORM 20-F ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 2021
Page
PART I
5
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
5
ITEM 3. KEY INFORMATION
5
ITEM 4. INFORMATION ON THE COMPANY
45
ITEM 4A. UNRESOLVED STAFF COMMENTS
90
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
91
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
109
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
117
ITEM 8. FINANCIAL INFORMATION
119
ITEM 9. THE OFFER AND LISTING
120
ITEM 10. ADDITIONAL INFORMATION
121
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
130
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
131
PART II
133
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
133
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
133
ITEM 15. CONTROLS AND PROCEDURES
133
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
135
ITEM 16B. CODE OF ETHICS
135
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
135
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
135
ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
135
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
135
ITEM 16G. CORPORATE GOVERNANCE
136
ITEM 16H. MINE SAFETY DISCLOSURE
136
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
136
PART III
136
ITEM 17. FINANCIAL STATEMENTS
136
ITEM 18. FINANCIAL STATEMENTS
136
ITEM 19. EXHIBIT INDEX
136
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3
Conventions that Apply to this Annual Report on Form 20-F
In this annual report, unless otherwise indicated:
●
“ADR” or “ADRs” are to the American depositary receipts, which, if issued, evidence our ADSs;
●
“ADSs” are to our American depositary shares, each of which represents one (1) Class A ordinary share;
●
“Adjusted EBITDA” are to Adjusted EBITDA as calculated and presented in the “Summary Consolidated
Financial and Operating Data”, “Selected Consolidated Financial and Operating Data”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” sections and elsewhere in this annual
report;
●
“China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report
only, Taiwan, the Hong Kong Special Administrative Region and the Macao Special Administrative Region;
●
“GreenTree Inns” brand are to hotels operated under the GreenTree Inns and GreenTree Inns Express brands;
●
“leased-and-operated hotels” are to hotels that we lease or own the premises and operate;
●
“franchised-and-managed hotels” are to hotels that we manage pursuant to various franchise agreements;
●
franchise agreements are to franchising agreements, management entrustment contracts and/or brand consulting
contracts (as applicable);
●
“RMB” or “Renminbi” are to the legal currency of China;
●
“ramp up stage” are to hotels in operation that have been open for six or fewer months;
●
“RevPAR” are to revenue per available room, which is calculated by multiplying our hotels’ average daily room
rate by its occupancy rate;
●
“shares” are to, collectively, our Class A ordinary shares and Class B ordinary shares, par value US$0.50 per
share;
●
“Tier 1 cities” are to the term used by the National Bureau of Statistics of China and refer to Beijing, Shanghai,
Shenzhen and Guangzhou;
●
“Tier 2 cities” are to the 32 major cities, other than Tier 1 cities, as categorized by the National Bureau of
Statistics of China, including provincial capitals, administrative capitals of autonomous regions, direct-controlled
municipalities and other major cities designated as “municipalities with independent planning” by the State
Council;
●
“Tier 3 and lower cities” are to cities in China other than Tier 1 cities and Tier 2 cities;
●
“US$,” “U.S. dollars,” or “dollars” are to the legal currency of the United States;
●
“U.S. GAAP” are to accounting principles generally accepted in the United States; and
●
“we,” “us,” “our company” and “our” are to GreenTree Hospitality Group Ltd., our Cayman Islands holding
company, and its subsidiaries, as the context requires.
This annual report on Form 20-F includes our audited consolidated financial statements for the years ended
December 31, 2019, 2020 and 2021, and as of December 31, 2020 and 2021.
Our ADSs are listed on the New York Stock Exchange under the symbol “GHG.”
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4
Currency Translations
This annual report on Form 20-F contains translations of Renminbi amounts into U.S. dollars at specific rates solely
for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S.
dollars to Renminbi in this annual report on Form 20-F were made at a rate of RMB6.3726 to US$1.00, the exchange rate
set forth in the H.10 statistical release of the Federal Reserve Board on December 30, 2021. We make no representation
that the Renminbi or U.S. dollar amounts referred to in this annual report on Form 20-F could have been or could be
converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all.
Special Note Regarding Forward-Looking Statements
This annual report contains forward-looking statements that involve risks and uncertainties, including statements based
on our current expectations, assumptions, estimates and projections about us and our industry. The forward-looking
statements are contained principally in the sections entitled “Item 3. Key Information — D. Risk Factors,” “Item 5.
Operating and Financial Review and Prospects,” “Item 4. Information on the Company — B. Business Overview” and
“Item 4. Information on the Company — B. Business Overview — Regulatory Matters” in this annual report. These
statements involve known and unknown risks, uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,”
“anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar
expressions. The forward-looking statements included in this annual report relate to, among others:
●
our goals and growth strategies;
●
our future business development, financial condition and results of operations;
●
trends in the hospitality industry in China and globally;
●
competition in our industry;
●
fluctuations in general economic and business conditions in China and other regions where we operate;
●
the regulatory environment in which we and our franchisees operate; and
●
assumptions underlying or related to any of the foregoing.
This annual report also contains market data relating to the hospitality industry in China, including market position,
market size, and growth rates of the markets in which we participate, that are based on industry publications and reports.
Statistical data in these publications and reports also include projections based on a number of assumptions. The hospitality
industry in China may not grow at the rates projected by market data, or at all. The failure of these markets to grow at the
projected rates may have a material adverse effect on our business and the market price of our ADSs. If any one or more of
the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based
on these assumptions. In addition, projections, assumptions and estimates of our
and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty
and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this annual report. You
should not place undue reliance on these forward-looking statements.
The forward-looking statements made in this annual report relate only to events or information as of the date on which
the statements are made in this annual report. Except as required by law, we undertake no obligation to update any forward-
looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the
occurrence of unanticipated events. You should read this annual report and the documents that we have referred to in this
annual report and have filed as exhibits to the registration statement, of which this annual report is a
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5
part, completely and with the understanding that our actual future results may be materially different from what we expect.
PART I
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not required.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
Not required.
ITEM 3.
KEY INFORMATION
A.
Reserved
B.
Capitalization and Indebtedness
Not required.
C.
Reasons for the Offer and Use of Proceeds
Not required.
D.
Risk Factors
Risks Related to Doing Business in China
Adverse changes in the Chinese economy could have a material adverse effect on the hospitality industry in China
which could adversely affect our business.
We conduct all of our operations in China and all of our revenues are derived from our operations there. As the travel
and hospitality industry is highly sensitive to business and personal discretionary spending levels, it tends to decline during
general economic downturns. Accordingly, our results of operations, financial condition and prospects are subject to a
significant degree to economic, political and legal developments in China. The Chinese economy differs from the
economies of most developed countries in many aspects, including with respect to the amount of government involvement,
level of development, growth rate, control of foreign exchange and allocation of resources. While China’s economy has
experienced significant growth in the past 30 years, growth has been uneven across different regions and among various
economic sectors of China. The growth rate of China’s GDP decreased in the past few years. We cannot assure you that
China’s economy will continue to grow, or that if there is growth, such growth will be steady and uniform. If there is a
slowdown, such a slowdown could have a negative effect on our business. There is also a possibility that China’s economic
growth rate may materially decline in the near future, which may have adverse effects on our financial condition and
results of operations. Risk of a material slowdown in China’s economic growth rate may be based on several current or
emerging factors, including: (i) occurrence of unusual circumstances, for instance, the outbreak of COVID-19;
(ii) overinvestment by the government and businesses and excessive credit offered by banks; (iii) a rudimentary monetary
policy; (iv) excessive privileges to state-owned enterprises at the expense of private enterprises; (v) the dwindling supply
of surplus labor; (vi) a decrease in exports due to weaker overseas demand; (vii) failure to boost domestic consumption;
and (viii) challenges resulted from international situations.
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We face various legal and operational risks and uncertainties as a company based in and primarily operating in China.
We face various legal and operational risks and uncertainties as a company based in and primarily operating in China.
The PRC government has significant authority to exert influence on the ability of a China-based company, like us, to
conduct its business, accept foreign investments or offer or continue to offer securities on a U.S. stock exchange. For
example, we face risks associated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions,
cybersecurity and data privacy, as well as the lack of inspection from the U.S. Public Company Accounting Oversight
Board, or PCAOB, on our auditors. The PRC government may also intervene with or influence our operations as the
government deems appropriate to further regulatory, political and societal goals. The PRC government has published new
policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out
the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our
business, financial condition and results of operations. See “— Uncertainties with respect to the Chinese legal system could
adversely affect us.” Any such action, once taken by the PRC government, could cause the value of our securities,
including our ADSs, to significantly decline or become worthless.
Changes in the political and economic policies of the PRC government may materially and adversely affect our
business, financial condition and results of operations and may result in our inability to sustain our growth strategy.
The PRC economy differs from the economies of most developed countries in many respects, including the extent of
government involvement, level of development, growth rate, and control of foreign exchange and allocation of resources.
Although the PRC government has implemented measures emphasizing the utilization of market forces for economic
reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in
business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the
PRC government plays a significant role in regulating industry development by imposing industrial policies. The PRC
government also exercises significant control over China’s economic growth by allocating resources, controlling payment
of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions and
providing preferential treatment to particular industries or companies.
While the PRC economy has experienced significant growth in the past, growth has been uneven, both geographically
and among various sectors of the economy. The PRC government has implemented various measures to encourage
economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRC economy, but
may also have a negative effect on us. Our financial condition and results of operations could be materially and adversely
affected by government control over capital investments or changes in tax regulations that are applicable to us. The PRC
government also has significant authority to exert influence on the ability of an issuer with substantial operations in China,
such as our company, to conduct securities offerings overseas and/or allow any foreign investments in issuers with
substantial operations in China, which could result in a material change in our operations and/or the value of our ADSs. In
particular, there have been recent statements by the PRC government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-based issuers with substantial
operations in China. Any such regulatory oversight or control could significantly limit or completely hinder our ability to
offer or continue to offer securities to investors and cause the value of our securities, including our ADSs, to significantly
decline or become worthless. See “— Uncertainties with respect to the Chinese legal system could adversely affect us.” In
addition, the PRC government has implemented in the past certain measures to control the pace of economic growth. These
measures may cause decreased economic activity, which in turn could lead to a reduction in demand for our services and
consequently have a material adverse effect on our businesses, financial condition and results of operations.
Uncertainties with respect to the Chinese legal system could adversely affect us.
We conduct our business primarily through our subsidiaries in China. Our operations in China are governed by PRC
laws and regulations. Our subsidiaries are generally subject to laws and regulations applicable to foreign investments in
China and, in particular, laws applicable to foreign-invested enterprises. The PRC legal system is based on written statutes
and their interpretation by the Supreme People’s Court of the PRC. Unlike common law systems, prior court decisions may
be cited for reference but have limited precedential value. Since the 1970s, the PRC government began to
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7
promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of
legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign
investments in China. However, China has not developed a fully integrated legal system and recently-enacted laws and
regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and
regulations are relatively new, and because of the limited volume of published court decisions and their nonbinding nature,
the interpretation and enforcement of these laws and regulations involve uncertainties and may not be as consistent and
predictable as in other jurisdictions. In addition, the PRC legal system is based in part on government policies and internal
rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we
may not be aware of our violation of these policies and rules until after the violation occurs.
Furthermore, any administrative and court proceedings in China may be protracted, resulting in substantial costs and
diversion of resources and management attention. Since PRC administrative and court authorities have significant
discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the
outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal
systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and
adversely affect our business and results of operations.
The PRC government has significant oversight and discretion over the conduct of our business and may intervene with
or influence our operations as the government deems appropriate to further regulatory, political and societal goals. The
PRC government has published new policies that significantly affected certain industries such as the education and internet
industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our
industry that could adversely affect our business, financial condition and results of operations. See “— We face various
legal and operational risks and uncertainties as a company based in and primarily operating in China.” Furthermore, the
PRC government has also indicated an intent to exert more oversight and control over securities offerings and other capital
markets activities that are conducted overseas and foreign investment in China-based companies like us. Any such action,
once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer
securities to investors and cause the value of our securities, including our ADSs, to significantly decline or become
worthless.
We could be adversely affected by political tensions between the United States and China.
Political tensions between the United States and China have escalated in recent years due to, among other things, the
trade war between the two countries since 2018, the COVID-19 outbreak, the PRC National People’s Congress’ passage of
Hong Kong national security legislation, the imposition of U.S. sanctions on certain Chinese officials from China’s central
government and the Hong Kong Special Administrative Region by the U.S. government, the imposition of sanctions on
certain individuals from the U.S. by the Chinese government and various executive orders issued by former U.S. President
Donald J. Trump. Rising political tensions between China and the U.S. could reduce levels of trades, investments,
technological exchanges and other economic activities between the two major economies, which would have a material
adverse effect on global economic conditions and the stability of global financial markets. The measures taken by the U.S.
and Chinese governments may cause investors to lose confidence in Chinese companies and counterparties, including us.
Furthermore, there have been media reports on deliberations within the U.S. government regarding potentially limiting
or restricting China-based companies from accessing U.S. capital markets, and in January 2021 the New York Stock
Exchange, or the NYSE, resolved to delist certain China-based companies in compliance with an executive order issued in
November 2020. These delistings have introduced greater confusion and uncertainty about the status and prospects of
Chinese companies listed on the U.S. stock exchanges. Any further such deliberations or delistings may have a material
and adverse impact on the stock performance of China-based issuers listed in the United States such as us, and we cannot
assure you that we will always be able to maintain the listing of our ADSs on a national stock exchange in the U.S., such as
the NYSE or the Nasdaq Stock Market, or that you will always be allowed to trade our ADSs.
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8
Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the
value of your investment.
The PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the
remittance of currency out of China. We receive all of our revenues in RMB. Under our current structure, our income will
be primarily derived from dividend payments from our PRC subsidiaries. Shortages in the availability of foreign currency
may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to
us, or otherwise satisfy their foreign currency dominated obligations. Under existing PRC foreign exchange regulations,
payments of current account items, including profit distributions, interest payments and expenditures from trade-related
transactions, can be made in foreign currencies without prior approval from SAFE, by complying with certain procedural
requirements. However, foreign exchange transactions under our capital account items are subject to significant foreign
exchange controls and require approval from the SAFE or its local branches. The PRC government may also at its
discretion restrict access in the future to foreign currencies for current account transactions if foreign currencies reserve
falls below a certain level. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to
satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders,
including holders of our ADSs.
Fluctuations in exchange rates could result in foreign currency exchange losses and could materially reduce the value
of your investment.
The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other
things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC and other
governments. On July 21, 2005, the PRC government changed its policy of pegging the value of the RMB to the U.S.
dollar. More recently, in 2020 and 2021, the RMB appreciated approximately 6.3% and 2.3%, respectively, against the U.S.
dollar. It remains unclear what further fluctuations may occur.
Substantially all of our revenues, costs and expenses are denominated in RMB. We are a holding company and we rely
on dividends paid by our operating subsidiaries in China for our cash needs. Any significant revaluation of the RMB may
materially reduce any dividends payable on, our ADSs in U.S. dollars. To the extent that we need to convert U.S. dollars
we receive into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on
the RMB amount we would receive. Conversely, if we decide to convert our RMB into U.S. dollars for business purposes,
appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount.
Limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have
not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we
may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be
limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may
be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency. As a
result, fluctuations in exchange rates may have a material adverse effect on your investment.
Rapid urbanization and changes in zoning and urban planning in China may cause our hotel properties to be
demolished, expropriated or otherwise affected.
China is undergoing a rapid urbanization process, and zoning requirements and other governmental mandates with
respect to urban planning of a particular area may change. When zoning requirements or other governmental mandates
change with respect to the areas where our hotels are located, the affected hotels may need to be demolished or removed.
As a result, we may have to relocate our hotels to other locations. We have experienced such demolition and relocation in
the past and we may encounter additional demolition and relocation cases in the future. Our hotels could suffer from
demolitions or interruptions due to zoning or other local regulations in the future. Any such demolition and relocation
could cause us to lose primary locations for our hotels and cause the licenses and permits held by the hotels facing
demolition to not be renewed or even be revoked, and we may not be able to achieve comparable operational results
following the relocations. While we may be reimbursed for such demolition and relocation, we cannot assure you that
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9
the reimbursement, as determined by the relevant government authorities, will be sufficient to cover our direct and indirect
losses. Accordingly, our business, results of operations and financial condition may be adversely affected.
Furthermore, the PRC government has the statutory power to acquire or demolish any land in the PRC for reason of
changes in urban planning or zoning or otherwise. In such events, we may be forced to relocate or close our hotels.
Although we might be paid compensation for such forced acquisition, demolishment or closure, the amount of
compensation to be awarded to us may not cover our losses and adversely affecting our operations.
Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or
share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
In December 2006, the People’s Bank of China promulgated the Administrative Measures of Foreign Exchange
Matters for Individuals, which set forth the respective requirements for foreign exchange transactions by individuals (both
PRC or non-PRC citizens) under either the current account or the capital account. In January 2007, the State
Administration of Foreign Exchange issued implementing rules for the Administrative Measures of Foreign Exchange
Matters for Individuals which, among other things, specified approval requirements for certain capital account transactions
such as a PRC citizen’s participation in the employee stock ownership plans or stock option plans of an overseas publicly
listed company. Pursuant to the Notice of the State Administration of Foreign Exchange on Issues concerning Foreign
Exchange Administration of the Overseas Investment and Financing and the Round-trip Investment Made by Domestic
Resident through Special-Purpose Companies, or Circular 37, issued on July 4, 2014, PRC residents who participate in
share incentive plans in overseas non-publicly listed SPVs due to their position as director, senior management or
employees of the PRC subsidiaries of the overseas SPVs may submit applications to SAFE or its local branches for the
foreign exchange registration with respect to such overseas SPVs.
On February 25, 2012, the State Administration of Foreign Exchange promulgated the Circulars on Issues concerning
the Foreign Exchange Administration for Domestic Individuals Participating in Equity Incentive Plans of Overseas-Listed
Company, or the Stock Option Rules. Under these rules, PRC citizens or foreigners who have lived within the PRC for at
least one year or, collectively, the PRC optionees, who participate in an equity incentive plan of an overseas publicly listed
company are required to register to handle issues such as foreign exchange registration, account establishment, funds
transfer and remittance, and entrust an overseas institution, or the “Overseas Trustee” to handle issues like exercise of
options, purchase and sale of corresponding stocks or equity and transfer of corresponding funds. A “Domestic Agency”
shall be a domestic company participating in the equity incentive plan or a domestic institution which is qualified for asset
custody business as chosen by us according to PRC law.
We adopted our 2018 share incentive plan in January 2018. Our board of directors has authorized the issuance of up to
9,000,000 Class A ordinary shares upon exercise of awards granted under our 2018 share incentive plan. See “Item 6.
Directors, Senior Management and Employees — Share Incentive Plan.” We and the PRC optionees who participate in the
2018 share incentive plan will be subject to these regulations, as such, the 2018 share incentive plan provides that the PRC
optionees shall not exercise their options nor shall they purchase or subscribe for our shares before our company becomes a
publicly listed company in the United States. After our initial public offering in the U.S. we have advised our employees
and directors participating in the 2018 share incentive plan to handle foreign exchange matters in accordance with the
Stock Option Rules. We cannot provide any assurance that we or the PRC optionees of our share incentive plans have
complied or will comply with the requirements imposed by the Stock Option Rules. If we or our PRC optionees fail to
comply with these regulations, we or our PRC optionees may be subject to fines and other legal or administrative
sanctions, and our ability to further grant shares or share options under our share incentive plans to, and to adopt additional
share incentive plans for, our directors and employees may be restricted. Such events could adversely affect our operations.
Further, a notice concerning the individual income tax on earnings from employee share options jointly issued by
Ministry of Finance, or the MOF, and the State Taxation Administration, or the STA (previously known as State
Administration of Taxation, or the SAT), on March 28, 2005, and its implementing rules, provide that domestic companies
that implement employee share option programs shall (i) file the employee share option plans and other relevant documents
to the local tax authorities having jurisdiction over them before implementing such employee share
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option plans; (ii) file share option exercise notices and other relevant documents with the local tax authorities having
jurisdiction over them before exercise by the employees of the share options, and clarify whether the shares issuable under
the employee share options mentioned in the notice are the shares of publicly listed companies; and (iii) withhold taxes
from the PRC employees in connection with the PRC individual income tax. To comply with the requirement, we will file
the 2018 share incentive plan with the relevant local tax bureau.
It may be difficult for overseas regulators to conduct investigation or collect evidence within China.
There are significant legal and other obstacles in China to providing information needed for regulatory investigations
or litigation initiated by regulators outside China. Although the authorities in China may establish a regulatory cooperation
mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision
and administration, such cooperation with the securities regulatory authorities in the Unities States involves uncertainty.
Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020,
no overseas securities regulator is allowed to directly conduct investigation, evidence collection and other activities within
the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be
promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection
activities within China may further increase difficulties faced by you in protecting your interests.
Our employment practices may be adversely impacted by the labor contract law of the PRC.
The PRC National People’s Congress promulgated the Labor Contract Law which became effective on January 1,
2008 and was amended on December 28, 2012, and the State Council promulgated implementing rules for the labor
contract law on September 18, 2008. The labor contract law and the implementing rules impose requirements concerning,
among others, the execution of written contracts between employers and employees, the time limits for probationary
periods, and the length of employment contracts. The interpretation and implementation of these regulations are still
evolving, our employment practices may violate the labor contract law and related regulations and we could be subject to
penalties, fines or legal fees as a result. If we are subject to severe penalties or incur significant legal fees in connection
with labor law disputes or investigations, our business, financial condition and results of operations may be adversely
affected.
The Labor Contract Law prohibits an employer to establish staff dispatching companies to place workers with
themselves or their subsidiaries. We have established a subsidiary which is the employer of most our employees of other
subsidiaries. This subsidiary has entered into a service outsourcing arrangement with other relevant subsidiaries of ours.
Since the current labor dispatch regulation does not clearly define the distinction of labor dispatch and service outsourcing
business, our service outsourcing arrangement could be considered as labor dispatch by the relevant PRC government
authorities and our abovementioned subsidiary might be regarded as dispatching entity and therefore subject us to fines, or
termination of such outsourcing arrangement.
In accordance with the PRC Social Insurance Law and the Regulations on the Administration of Housing Fund and
other relevant laws and regulations, China establishes a social insurance system and other employee benefits including
basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance, maternity
insurance, housing fund, and a handicapped employment security fund, or collectively the Employee Benefits. An
employer shall pay the Employee Benefits for its employees in accordance with the rates provided under relevant
regulations and shall withhold the social insurance and other Employee Benefits that should be assumed by the employees.
For example, an employer that has not made social insurance contributions at a rate and based on an amount prescribed by
the law, or at all, may be ordered to rectify the non-compliance and pay the required contributions within a stipulated
deadline and be subject to a late fee of up to 0.05% per day. If the employer still fails to rectify the failure to make social
insurance contributions within the stipulated deadline, it may be subject to a fine ranging from one to three times the
amount overdue.
Under the Regulations on the Administration of Housing Fund, PRC companies must register with applicable housing
fund management centers and establish a special housing fund account in an entrusted bank. Both PRC companies and
their employees are required to contribute to the housing funds.
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We have not made adequate contributions to employee benefit plans, as required by applicable PRC laws and
regulations. We have recorded accruals for the estimated underpaid amounts for the current employees in our financial
statements. However, we have not made any accruals for the interest on underpayment and penalties that may be imposed
by the relevant PRC government authorities. If we are subject to investigations related to non-compliance with labor laws
and are imposed severe penalties or incur significant legal fees in connection with labor law disputes or investigations, our
business, financial condition and results of operations may be adversely affected.
We rely principally on dividends and other distributions on equity paid by our subsidiaries to fund any cash and
financing requirements we may have, and any limitation on the ability of our subsidiaries to make payments to us could
have a material adverse effect on our ability to borrow money or pay dividends to holders of our ADSs.
As a holding company, we rely principally on dividends and other payments from our wholly owned operating
subsidiaries in China for our cash requirements, including funds necessary to service any debt we may incur, to pay
dividends and other cash distributions to our shareholders and to pay our operating expenses. If our subsidiaries or any
their ability to pay dividends to us. In addition, our subsidiaries are permitted to pay dividends to us only out of their
accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. Pursuant to laws
applicable to entities incorporated in the PRC, each of our subsidiaries in the PRC must make appropriations from after tax
profit to a statutory surplus reserve fund. The reserve fund requires annual appropriation of 10% of after tax profit (as
determined under accounting principles generally accepted in the PRC at each year-end) after offsetting accumulated losses
from prior years, until such reserve reaches 50% of the subsidiary’s registered capital. The reserve fund can only be used to
increase the registered capital and eliminate further losses of the respective companies under PRC regulations. As of
December 31, 2019, 2020 and 2021, total statutory reserves of our PRC subsidiaries were RMB63.0 million, RMB70.0
million and RMB77.5 million (US$12.2 million). These reserves are not distributable as cash dividends, loans or advances.
In addition, due to restrictions under PRC laws and regulations, our PRC subsidiaries are restricted in their ability to
transfer their net assets to the company in the form of dividend payments, loans or advances. Amounts of net assets
restricted include paid up capital and statutory reserve funds of our PRC subsidiaries amounted to RMB509.4 million,
RMB777.7 million and RMB936.8 million (US147.0 million) as of December 31, 2019, 2020 and 2021, respectively. As a
result, our Chinese subsidiaries are restricted in their ability to transfer a portion of their net assets to us or any of our other
subsidiaries in the form of dividends, loans or advances. Limitation on the ability of our Chinese subsidiaries to pay
dividends to us or any of our other subsidiaries could materially and adversely limit our ability to borrow money outside of
China or pay dividends to holders of our ADSs. Also, see “— Risks Related to Doing Business in China — It is unclear
whether we will be considered as a PRC “resident enterprise” under the Enterprise Income Tax Law of the PRC, and
depending on the determination of our PRC “resident enterprise” status, dividends paid to us by our PRC subsidiaries may
be subject to PRC withholding tax, we may be subject to 25% PRC income tax on our worldwide income, and holders of
our ADSs may be subject to PRC withholding tax on dividends on, and gains realized on their transfer of, our ADSs.”
PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us
from using the proceeds of our initial public offering to make loans or additional capital contributions to our PRC
subsidiaries which would materially and adversely affect our liquidity and our ability to fund and expand our business.
In utilizing the proceeds of our initial public offering of ADSs as an offshore holding company of our PRC
subsidiaries, we may make loans to our PRC subsidiaries, or we may make additional capital contributions to our PRC
subsidiaries. Any loans or additional capital contributions to our PRC subsidiaries are subject to PRC regulations and
approvals. For example, loans by us to our subsidiaries in China, which are foreign-invested enterprises, to finance their
activities cannot exceed statutory limits and must be registered with the SAFE or its local counterpart.
We may also decide to finance our subsidiaries by means of capital contributions. According to the relevant PRC
regulations on foreign-invested enterprises in China, depending on the total amount of investment, capital contributions to
our PRC subsidiaries are no longer subject to the approval of the PRC Ministry of Commerce or its local branches. Instead,
we are required to file and submit required information and documents online within 20 working days of such event.
However, we cannot assure you that the regulations will always remain favorable to us. If the regulations are revised in the
future or we fail to complete such registration or obtain such approvals on time, our ability to use the
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proceeds from our initial public offering of ADSs and to capitalize on our operations in the PRC may be negatively
affected, which could adversely affect our liquidity and our ability to fund and expand our business.
Except for the filing required by PRC Ministry of Commerce or its local branches, when using the capital
contributions to exchange for RMB funds, the domestic institutions including foreign-invested enterprises, must comply
with certain foreign exchange requirements. For example, SAFE promulgated the Circular of the State Administration of
Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital
Accounts, or Circular 16, on June 9, 2016. Under Circular 16, the foreign exchange receipts under capital accounts of a
domestic institution and the RMB funds obtained thereby from foreign exchange settlements may be used for expenditure
under current accounts within its business scope or expenditure under capital accounts permitted by laws and regulations.
However, they may not be used (i) directly or indirectly, for expenditure beyond the enterprise’s business scope or
expenditure prohibited by laws and regulations of the state; (ii) unless otherwise specified, directly or indirectly, for
investments in securities or other investments than banks’ principal-secured products; (iii) for the granting of loans to non-
affiliated enterprises, except where it is expressly permitted in the business license; and (iv) for the construction or
purchase of real estate for purposes other than self-use (except for real estate enterprises). In addition, the RMB funds
obtained thereby from foreign exchange settlements may not be used to repay RMB loans if the proceeds of such loans
have not been fully used by the domestic institution, including a foreign-invested company like us.
We cannot assure you that we will be able to obtain these government approvals on a timely basis, if at all, with
respect to future capital contributions by us to our subsidiaries. If we fail to receive such approvals, our ability to use the
proceeds of our initial public offering and to capitalize our PRC operations may be negatively affected, which could
adversely affect our liquidity and our ability to fund and expand our business.
It is unclear whether we will be considered as a PRC “resident enterprise” under the Enterprise Income Tax Law of the
PRC, and depending on the determination of our PRC “resident enterprise” status, dividends paid to us by our PRC
subsidiaries may be subject to PRC withholding tax, we may be subject to 25% PRC income tax on our worldwide
income, and holders of our ADSs who are not PRC residents may be subject to PRC withholding tax on dividends on,
and gains realized on their transfer of, our ADSs.
Under the PRC Enterprise Income Tax Law and its Implementation Regulations, or the EIT Law, dividends, interest,
rent, royalties and gains on transfers of property payable by a foreign-invested enterprise in China to its foreign investor
who is a non-resident enterprise without any establishment or place of business within China or if the received dividends,
interest, rent, royalties and gains have no connection with the establishment or place of business of such foreign investor
will be subject to a 10% withholding tax, unless such non-resident enterprise’s jurisdiction of incorporation has a tax treaty
with China that provides for a reduced rate of withholding tax. Under the EIT Law, an enterprise established outside China
with its “de facto management body” within China is considered a “resident enterprise” in China and is subject to the
Chinese enterprise income tax at the rate of 25% on its worldwide income. The “de facto management body” is defined as
the organizational body that effectively exercises overall management and control over production and business operations,
personnel, finance and accounting, and properties of the enterprise. There are no detailed rules or precedents governing the
procedures and specific criteria for determining “de facto management body.”
The Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax
Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, provides certain specific criteria for
determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located
in China. According to Circular 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax
resident by virtue of having a “de facto management body” in China and will be subject to PRC enterprise income tax on
its worldwide income only if all of the following criteria are met: (i) the primary location of the day-to-day operational
management is in China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are
subject to approval by organizations or personnel in China; (iii) the enterprise’s primary assets, accounting books and
records, company seals, and board and shareholders meeting minutes are located or maintained in China; and (iv) 50% or
more of voting board members or senior executives habitually reside in China.
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Although substantially all of our operational management is based in the PRC, it is unclear whether PRC tax
authorities would require (or permit) us to be treated as a PRC resident enterprise. It is also unclear whether the dividends
we receive from our PRC subsidiaries will constitute dividends between “qualified resident enterprises” and therefore
qualify for exemption from withholding tax if we are deemed to be a “resident enterprise” for PRC enterprise income tax
purposes. We are not controlled by a Chinese enterprise or PRC enterprise group and as such we do not believe that our
company meets all of the conditions to be deemed a PRC resident enterprise. For the same reasons, we believe our other
subsidiaries located outside China are not PRC resident enterprises. In addition, we are not aware of any offshore holding
companies with a corporate structure similar to ours ever having been deemed a PRC “resident enterprise” by PRC tax
authorities. However, the tax resident status of an enterprise is subject to determination by PRC tax authorities and
uncertainties remain with respect to the interpretation of the term “de facto management body.” While we do not currently
consider our company or any of our overseas subsidiaries to be a PRC resident enterprise, there is a risk that the PRC tax
authorities may deem our company as a PRC resident enterprise since a substantial majority of the members of our
management team are located in China, in which case we would be subject to the PRC enterprise income tax at the rate of
25% on our worldwide income.
If the PRC tax authorities determine that we are a resident enterprise for PRC enterprise income tax purposes, among
other things, we would be subject to the PRC enterprise income tax at the rate of 25% on our worldwide taxable income,
substantially higher than the 10% withholding tax rate to which we are subject as a non-PRC resident enterprise.
Furthermore, if we are treated as a PRC resident enterprise, payments of dividends by us may be regarded as derived from
sources within the PRC and therefore we may be obligated to withhold PRC income tax at 10% on payments of dividends
on the ADSs or shares to non-PRC resident enterprise investors. In the case of non-PRC resident individual investors, the
tax may be withheld at a rate of 20%. In addition, if we are treated as a PRC resident enterprise, any gain realized on the
transfer of the ADSs and/or shares by non-PRC resident investors may be regarded as derived from sources within the PRC
and accordingly may be subject to a 10% PRC income tax in the case of non-PRC resident enterprises or 20% in the case
of non-PRC resident individuals. The PRC tax on dividends and/or gains may be reduced or exempted under applicable tax
treaties between the PRC and the holder’s home country.
In addition, under the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of
Properties by Non-Resident Enterprises, or STA Public Notice 7, an “indirect transfer” of assets, including equity interests
in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of
PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the
purpose of avoiding payment of PRC enterprise income tax. Gains derived from such indirect transfer may be subject to
PRC enterprise income tax. According to STA Public Notice 7, “PRC taxable assets” include assets attributed to an
establishment in China, immovable properties in China, and equity investments in PRC resident enterprises. See “Item 4.
Information on the Company — B. Business Overview — Regulatory Matters — Regulations Relating to Tax.” As part of
our restructuring, GreenTree Hospitality Group Ltd., or GreenTree Hospitality, the listing entity for the purpose of our
initial public offering, acquired through a share exchange the entire share capital of GreenTree Samoa, including the equity
interests in most of our PRC operating subsidiaries then held by it. See “Item 4. Information on the Company — C.
Organizational Structure.” This acquisition of equity interests in our PRC operating subsidiaries by GreenTree Hospitality
may be deemed to be an indirect transfer of PRC taxable assets, and the gains from the acquisition may be subject to PRC
enterprise income tax at a rate of up to 25%. However, there is uncertainty as to the implementation details of STA Public
Notice 7. If STA Public Notice 7 was determined by the tax authorities to be applicable to the abovementioned and other of
our transactions involving PRC taxable assets, we might be required to spend valuable resources to comply with STA
Public Notice 7 or to establish that the relevant transactions should not be taxed under STA Public Notice 7. If such
transactions involving PRC taxable assets were subject to PRC enterprise income tax, our results of operations and
financial condition could be adversely affected.
If additional remedial measures are imposed on the “big four” PRC-based accounting firms, including our independent
registered public accounting firm, in administrative proceedings brought by the SEC alleging such firms’ failure to
meet specific criteria set by the SEC with respect to requests for the production of documents, we could be unable to
timely file future financial statements in compliance with the requirements of the Exchange Act.
Starting in 2011, the Chinese affiliates of the “big four” accounting firms, including our independent registered public
accounting firm, were affected by a conflict between U.S. and Chinese law. Specifically, for certain U.S. listed
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companies operating and audited in mainland China, the SEC and the PCAOB sought to obtain from the Chinese
accounting firms access to their audit work papers and related documents. The firms were, however, advised and directed
that under Chinese law they could not respond directly to the U.S. regulators on those requests, and that requests by foreign
regulators for access to such papers in China had to be channeled through the CSRC.
In late 2012, this impasse led the SEC to commence administrative proceedings under Rule 102(e) of its Rules of
Practice and also under the Sarbanes-Oxley Act of 2002 against the Chinese accounting firms, including our independent
registered public accounting firm. In January 2014, the administrative law judge reached an initial decision to impose
penalties on the firms including a temporary suspension of their right to practice before the SEC. The accounting firms
filed a petition for review of the initial decision. On February 6, 2015, before a review by the commissioners of the SEC
had taken place, the firms reached a settlement with the SEC. Under the settlement, the SEC accepts that future requests by
the SEC for the production of documents will normally be made to the CSRC. The firms will receive matching Section 106
requests, and are required to abide by a detailed set of procedures with respect to such requests, which in substance require
them to facilitate production via the CSRC. If they fail to meet specified criteria, the SEC retains authority to impose a
variety of additional remedial measures on the firms depending on the nature of the failure. Remedies for any future
noncompliance could include, as appropriate, an automatic six-month bar on a single firm’s performance of certain audit
work, commencement of a new proceeding against a firm, or in extreme cases the resumption of the current proceeding
against all four firms. The audit committee is aware of the policy restriction and communicated with our independent
auditor to ensure compliance.
In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companies
in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their
operations in the PRC, which could result in financial statements being determined to not be in compliance with the
requirements of the Exchange Act, including possible delisting. Moreover, any negative news about any such future
proceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed
companies and the market price of our ADSs may be adversely affected.
If our independent registered public accounting firm were denied, even temporarily, the ability to practice before the
SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our
consolidated financial statements, our consolidated financial statements could be determined not to be in compliance with
the requirements of the Exchange Act.
The audit report included in this annual report is prepared by an auditor who has not been inspected by the Public
Company Accounting Oversight Board and, as such, our investors are deprived of the benefits of such inspection. In
addition, the adoption of any rules, legislations or other efforts to increase U.S. regulatory access to audit information
could cause uncertainty, and we could be delisted if we were unable to meet any PCAOB inspection requirement in time.
Our independent registered public accounting firm that issues the audit report included in this annual report, as
auditors of companies that are traded publicly in the U.S. and a firm registered with the PCAOB, is required by the laws of
the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional
standards. Because our auditors are located in the PRC, a jurisdiction where the PCAOB is currently unable to fully
conduct inspections without the approval of the Chinese authorities, our auditors have not been inspected by the PCAOB.
Furthermore, the PRC Securities Law, which became effective in March 2020, has in principle prohibited organizations or
individuals from providing documents and materials relating to securities business activities to overseas parties, such as the
PCAOB, without the consent of the competent PRC securities regulators and relevant authorities. According to Article 177
of the PRC Securities Law, no overseas securities regulator is allowed to directly conduct investigation or evidence
collection activities within the territory of the PRC. Inspections of other firms that the PCAOB has conducted outside
China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed
as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections of
auditors in China makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control
procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence
in our reported financial information and procedures and the quality of our consolidated financial statements.
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On May 24, 2013, PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement
Cooperation with the CSRC and the Ministry of Finance, which establishes a cooperative framework between the parties
for the production and exchange of audit documents relevant to investigations in the United States and China. PCAOB
continues to be in discussions with the CSRC and the Ministry of Finance to permit joint inspections in the PRC of audit
firms that are registered with PCAOB and audit Chinese companies that trade on U.S. exchanges. On December 7, 2018,
the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their
oversight of financial statement audits of U.S.-listed companies with significant operations in China. The joint statement
reflects the U.S. regulators’ heightened interest in this issue. In a statement issued on December 9, 2019, the SEC reiterated
concerns over the inability of the PCAOB to conduct inspections of the audit firm work papers with respect to U.S.-listed
companies that have operations in China, and emphasized the importance of audit quality in emerging markets, such as
China. On April 21, 2020, the SEC and the PCAOB issued a new joint statement, reminding the investors that in investing
in companies that are based in or have substantial operations in many emerging markets, including China, there is
substantially greater risk that disclosures will be incomplete or misleading, and there is also a greater risk of fraud. In the
event of investor harm, there is substantially less ability to bring and enforce SEC, DOJ and other U.S. regulatory actions,
in comparison to U.S. domestic companies, and the joint statement reinforced past SEC and PCAOB statements on matters
including the difficulty to inspect audit work papers in China and its potential harm to investors. On June 4, 2020, the U.S.
President issued a memorandum ordering the President’s Working Group on Financial Markets, or the PWG, to submit a
report to the President within 60 days of the memorandum that includes recommendations for actions that can be taken by
the executive branch and by the SEC or PCAOB on Chinese companies listed on the U.S. stock exchanges and their audit
firms, in an effort to protect investors in the U.S. On August 6, 2020, the PWG released a report recommending that the
SEC take steps to implement the five recommendations outlined in the report. In particular, to address companies from
jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory mandate, or NCJs, the PWG
recommends enhanced listing standards on U.S. stock exchanges. This would require, as a condition to initial and
continued exchange listing, PCAOB access to work papers of the principal audit firm for the audit of the listed company.
Companies unable to satisfy this standard as a result of governmental restrictions on access to audit work papers and
practices in NCJs may satisfy this standard by providing a co-audit from an audit firm with comparable resources and
experience where the PCAOB determines it has sufficient access to audit work papers and practices to conduct an
appropriate inspection of the co-audit firm. There is currently no legal process under which such a co-audit may be
performed in China. The report permits the new listing standards to provide for a transition period until January 1, 2022 for
listed companies, but would apply immediately to new listings once the necessary rulemakings and/or standard-setting are
effective. The measures in the report are expected to be subject to the standard SEC rulemaking process before becoming
effective. On August 10, 2020, the SEC announced that SEC Chairman had directed the SEC staff to prepare proposals in
response to the report, and that the SEC was soliciting public comments and information with respect to these proposals. If
we fail to meet the new listing standards before the deadline specified thereunder due to factors beyond our control, we
could face possible delisting from the NYSE, deregistration from the SEC and/or other risks, which may materially and
adversely affect, or effectively terminate, our ADS trading in the United States.
In recent years, U.S. regulators have continued to express their concerns about challenges in their oversight of
financial statement audits of U.S.-listed companies with significant operations in China. More recently, as part of a
continued regulatory focus in the United States on access to audit and other information currently protected by national
law, in particular China’s, in December 2021, the United States enacted the Holding Foreign Companies Accountable Act,
or the HFCA Act, which includes requirements for the SEC to identify issuers whose audit reports are prepared by auditors
that the PCAOB is unable to inspect or investigate because of restrictions imposed by non-U.S. authorities in the auditor’s
local jurisdiction. The HFCA Act also requires public companies on this SEC list to certify that they are not owned or
controlled by a foreign government and make certain additional disclosures on foreign ownership and control of such
issuers in their SEC filings. On March 24, 2021, the SEC announced that it had adopted interim final amendments to
implement the foregoing certification and disclosure requirements under the HFCA Act. On December 2, 2021, the SEC
announced that it had adopted final amendments to its rules implementing the HFCA Act, thereby finalizing the interim
final rules that it had adopted in March 2021, with two modifications to clarify application of the requirements to variable
interest entities, and to require tagging of information such as auditor name and location. On May 13, 2021, the PCAOB
issued proposed PCAOB Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act, for
public comment. The proposed rule provides a framework for making determinations as to whether PCAOB is unable to
inspect an audit firm in a foreign jurisdiction, including the timing, factors, bases,
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publication and revocation or modification of such determinations, and such determinations will be made on a jurisdiction-
wide basis in a consistent manner applicable to all firms headquartered in the jurisdiction. On September 22, 2021, the
PCAOB adopted PCAOB Rule 6100 as final, and on November 5, 2021, the SEC announced that it had approved PCAOB
Rule 6100, giving it immediate effect. Accordingly, our securities may be prohibited from trading on the NYSE or other
U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could
result in our ADSs being delisted. On December 16, 2021, pursuant to the HFCA Act the PCAOB issued its report
notifying the SEC of its determination that it is unable to inspect or investigate completely accounting firms headquartered
in China or Hong Kong, including our independent registered public accounting firm, Ernst & Young Hua Ming LLP. On
March 10, 2022, the SEC identified five “commission-identified issuers” that are not in compliance with the accounting-
related procedures of the HFCA Act and could be subject to potential delisting from U.S. exchanges over time.
Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act,
which if enacted into law would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading
on U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive “non-inspection” years
instead of three, and thus, would reduce the time before our ADSs may be prohibited from trading or delisted from the
Nasdaq Global Market. As of the date of this annual report, our company has not been identified by the SEC as having a
“non-inspection” year. However, there can be no assurance that we will not be identified as such by the SEC in the future.
There also can be no assurance that, once we have a “non-inspection” year, we or our auditor will be able to take remedial
measures in a timely manner, and as a result, there can be no assurance that we will always be able to maintain the listing
of our ADSs on a national stock exchange in the U.S., such as the NYSE or the Nasdaq Stock Market, or that you will
always be allowed to trade our shares or ADSs. While we understand that there has been dialogue among the CSRC, the
SEC and the PCAOB regarding the inspection of PCAOB-registered accounting firms in China, there can be no assurance
that our auditor or us will be able to comply with requirements imposed by U.S. regulators. The market prices of our ADSs
and/or other securities could be adversely affected as a result of anticipated negative impacts of the HFCA Act upon, as
well as negative investor sentiment towards, China-based companies listed in the United States, regardless of our actual
operating performance.
Risks Related to Our Business
Our results of operations are subject to conditions typically affecting the hospitality industry.
Our results of operations are subject to conditions typically affecting the hospitality industry, including the following:
●
changes in national, regional or local economic conditions;
●
natural disasters or travelers’ fears of exposure to serious contagious diseases;
●
changes in travel patterns;
●
changes in governmental regulations that influence or determine wages, prices or construction costs;
●
local market conditions such as an oversupply of, or a reduction in demand for, hotel rooms;
●
our ability to secure desirable locations for our hotels;
●
the attractiveness of our hotels to potential guests and competition from other hotels;
●
changes in occupancy and room rates;
●
increases in operating costs and expenses due to inflation and other factors;
●
our ability to develop and maintain positive relations with current and potential franchisees; and
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●
the performance of managerial and other employees of our hotels.
Changes in any of these conditions could adversely affect our occupancy rates, average daily rates and RevPAR or
otherwise adversely affect our business, results of operations and financial condition.
We are subject to various operational risks inherent in the franchised-and-managed business model.
Our success could be adversely affected by the performance of our franchised-and-managed hotels. As of
December 31, 2021, we franchised-and-managed approximately 98.6% of our hotels, and we derived 76.1%, 72.9% and
64.2% of our revenues from those hotels in 2019, 2020 and 2021, respectively, which include revenues from membership
fees of franchised-and-managed hotels. We plan to increase the number of franchised-and-managed hotels in operation to
increase our national presence in China. Our franchisees may not be able to develop or construct hotel properties on a
timely basis, which could adversely affect our growth strategy and may impact our ability to collect fees from them on a
timely basis. If COVID-19 continues to have a long-lasting impact on China’s economy, our franchisees may lose
confidence in the hospitality industry, they may invest in, develop or construct fewer hotel properties than we expect, and
they may decide not to invest in, develop or construct any additional hotel properties. See “— Our financial and operating
performance may be adversely affected by epidemics, natural disasters and other catastrophes.” If our franchisees reduce
their investments in the hospitality industry, develop or construct fewer hotel properties, or abandon such development or
construction altogether, our business, results of operations and financial condition may be materially and adversely
affected.
We oversee and manage the operations of our franchised-and-managed hotels pursuant to various franchise agreements.
However, we are not able to control the actions of our franchisees. Under those franchise agreements, our franchisees are
typically responsible for developing hotel properties on a timely basis, bearing the costs and expenses of developing and
operating the hotels, including costs of constructing, decorating or renovating the hotels to our standards and recruiting and
employing hotel staff. However, if our franchisees have difficulties in accessing capital or are reluctant to make
investments for the construction, decoration, management or renovation of the hotels, we may not be able to force them to
secure the required capital and the quality of our franchised-and-managed hotels’ operations may be thereby diminished.
We normally require our franchisees to secure relevant governmental approvals and permits for operating the hotels in
our standard franchise agreements and require that our franchisees provide us with some basic approvals and permits,
including business licenses, special industry licenses and fire prevention safety inspection certificates. However, some of
our franchisees may not be able to obtain such approvals or permits in a timely manner, or at all. See “— Failure to comply
with government regulations relating to the franchise, hospitality industry, construction, fire prevention, food hygiene,
safety and environmental protection could materially and adversely affect our business and results of operations.”
As many factors affecting the operations of those hotels are beyond our control, we cannot assure you that the quality
of the services in our franchised-and-managed hotels are consistent with our standards and requirements. Although we send
for routine inspection purposes regional managers and members of our quality control team to franchised-and-managed
hotels on a regular basis, we may not be able to identify problems in their operations and make responses on a timely basis.
As a result, our image and reputation may suffer, which may have a material adverse effect on our business and results of
operations.
In addition to quality standards, safety incidents such as fire accidents may occur at our franchised-and-managed
hotels despite our supervision or entrusted management. Any such occurrence may result in substantial reputational harm
to us and our brands. In addition, if such safety incidents occur at any of the franchised-and-managed hotels that do not
possess the relevant licenses, permits or inspection certificates, there could be substantial negative publicity, thereby
triggering large-scale government actions that could impact our entire hotel network, which in turn will have a material
adverse impact on our business, results of operations and financial condition.
Although our proprietary information system can collect operational and financial data of each hotel, we may not be
able to avoid fraud or manipulation of such data by some franchisees, which may adversely affect the ability to
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effectively respond to potential issues. In addition, many of our franchisees do not own the hotel land or the property but
typically lease the property from landlords who are either a property owner or a sub-lessor. We cannot assure you that all
landlords who lease the hotel property to our franchisees have good and marketable title, or have unencumbered rights to
lease or sub-lease the property to our franchisees. If any third party such as the ultimate property owners or relevant
governmental authorities successfully challenge the lease of our franchisees, or if our franchisees fail to renew the leases
when they expire, or if the landlords early terminate the lease, or if the properties or lands owned or leased by our
franchisees are demolished, acquired or otherwise reclaimed by the government, our franchisees may have to close their
hotels and thus terminate the franchise agreements and as a result, our business and results of operations may be adversely
affected. Moreover, the term of the leases for some of the property of our franchisees is shorter than the typical term of our
franchise agreements. We cannot assure you that upon expiration, these franchisees will be able to renew their leases in
order to perform their franchise agreements with us.
We may not be able to renew our existing franchise agreements or renegotiate new franchise agreements when they
expire.
We franchise hotels to third parties pursuant to franchise agreements. These franchise agreements may be renegotiated
or may expire. We completed acquisitions of Argyle Hotel Management (Beijing) Co., Ltd. (“Argyle” or “Argyle Hotel
Group”), and Shandong Xinghui Urban Hotel Management Group Co., Ltd. (“Urban” or “Urban Hotel Group”),
respectively in April 2019 and November 2019. The versions of franchise agreements we have used during recent years,
including those for Argyle, typically have an initial term of 10 to 20 years except for the franchise agreements with our
Shell franchisees and Urban franchisees. We plan to renew our existing franchise agreements upon expiration or
renegotiate with our franchisees for new franchise agreements. However, we may be unable to retain our franchisees on
satisfactory terms, or at all. If a significant number of our existing franchise agreements expire and new franchisees do not
cover those expired franchises, our revenue and profit may decrease in the future, and our results of operations could be
materially and adversely affected.
As the hospitality industry in China is highly competitive, the terms of our franchise agreements are influenced by
contract terms offered by our competitors. We cannot assure you that the terms of franchise agreements for new franchised-
and-managed hotels entered into or renewed in the future will be as favorable as the terms under our existing franchise
agreements. If such agreements cannot be renewed on satisfactory terms upon expiration, our results of operations could be
materially and adversely affected.
Failure to comply with government regulations relating to the leased-and-operated and franchised-and-managed
business models, hospitality industry, construction, fire prevention, food hygiene, safety and environmental protection
could materially and adversely affect our business and results of operations.
Our business is subject to various compliance and operational requirements under PRC laws and regulations, which
include public safety, construction, fire prevention, public area hygiene, health and sanitation and environmental protection,
as well as requirements related to construction or decoration of hotel premises. The failure of any of our hotels to comply
with applicable laws and regulations may incur substantial fines and penalties from the relevant PRC government
authorities. Each hotel in our network must hold a basic business license and a special industry license issued by local
government authorities and must conduct its hotel operations within the business scope of its business license. These hotels
must also obtain various other licenses and permits. For example, if our hotels provide catering service, they are required to
obtain a food operation permit. In addition, any project construction undertaken by our hotels may be subject to
governmental approvals or filings requirements, and our failure to comply with the aforementioned requirements may
subject us to fines or the suspension or even the cessation of operations, which could materially and adversely affect our
business, financial condition and results of operations. In any event, we may not be able to obtain all permits, licenses,
certificates and other approvals required by government regulations, which could negatively impact our business and
significantly harm our reputation.
As of December 31, 2021, we operate 66 leased-and-operated hotels, among which, two hotels are from Argyle and
nine from Urban Hotel Group, including three hotels situated on properties owned by us. Out of our 66 leased-and-operated
hotels, 15 have not obtained fire prevention safety inspection certificates, one is in the process of applying for fire
prevention safety inspection certificates, 11 have not obtained public area hygiene permits, 14 have not obtained
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special industry permits, eight which engage in catering business have not obtained the food operation permits, and two are
in the process of applying for food operation permits. Five of our leased and operated hotels share and operate on the same
premises as our other leased and operated hotels; these five leased and operated hotels have not obtained, and are unlikely
to be able obtain, their own licenses. Given the significant discretion local government authorities have in the examination
of our application as well as other factors beyond our control in certain areas, we may be unable to obtain our food
operation permits at all.
In addition, we have only been provided with and reviewed the relevant governmental approvals and permits for the
operation of 3,862 out of our 4,593 franchised-and-managed hotels in total, including Argyle and Urban, in operation as of
December 31, 2021, and have found that:
●
approximately 0.36% of these hotels did not provide us with the business license;
●
approximately 7.17% of these hotels did not provide us with the special industry license;
●
approximately 7.85% of these hotels did not provide us with the fire prevention safety inspection certificate; and
●
approximately 12.53% of these hotels did not provide us with the public hygiene license.
For our leased-and-operated hotels that have not obtained the necessary licenses, and to the extent that the franchisees
who did not provide us with the licenses had not obtained the licenses prior to the commencement of their operations, the
legal consequences will be as follows:
●
Business license: (i) orders by the registration authority to take corrective action, with the illegal income
confiscated; (ii) if market entity refuses to take corrective action, it shall be fined not less than RMB10,000 nor
more than RMB100,000, or (iii) if the circumstances are serious, be ordered to suspend or cease continuing
operations, and be fined not less than RMB100,000 nor more than RMB 500,000.;
●
Special industry license: warnings or fines of up to RMB1,000 and even up to a 15-days detention. In addition,
pursuant to various local regulations, hotels failing to obtain the special industry license may be subject to
warnings, orders to suspend or cease continuing business operations, confiscations of illegal gains or fines (for
instance, the fines could reach RMB200,000 in Jiangsu if the circumstances are serious);
●
Fire prevention safety inspection certificate: (i) suspension of construction of projects, and/or use or operation of
the business; and (ii) fines between RMB30,000 and RMB300,000;
●
Public hygiene license: a range of administrative penalties depending on the seriousness of a hotel’s activities:
(i) warnings; (ii) fines between RMB500 and RMB30,000; or (iii) suspension of operations for rectification, or
revocation of public hygiene license; and
●
Food operation permit: (i) confiscation of illegal gains, food illegally produced for sale and tools, facilities and
raw materials used for illegal production; or (ii) fines between RMB50,000 and RMB100,000 if the value of food
illegally produced is less than RMB10,000 or fines of 10 to 20 times of the value of food if such value is equal to
or greater than RMB10,000.
If any franchisee is subject to the foregoing legal consequences, whether fines or orders to suspend or even cease
operations, due to its failure to obtain necessary licenses and permits or to comply with other requirements, our image and
reputation may suffer, and such franchisee may defer making or refuse to make payments in breach of its franchise
agreement with us. As we hold equity interests in certain of our franchisees, any regulatory non-compliance by such
franchisees may also decrease the value of our investments. In either case, our business and results of operations may be
adversely affected. Furthermore, as to certain hotels that are being converted from the leased-and-operated model to the
franchised-and-managed model, if any franchisee refuses to return and uses any of our hotels’ permits in breach of their
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supplementary agreements with us, our company as the registered permit holder could be held liable for any regulatory
non-compliance by our franchisees. See “— Our hotels being converted into franchised-and-managed hotels may not be
able to obtain their own operational licenses or fail to pay us the rent materially and adversely affect our business and
results of operations.”
In respect of our franchising business, we are subject to a comprehensive disclosure requirement when recruiting and
managing our franchisees. In the past, we have not received penalties in relation to such requirements. However, our
communication with our franchisees could be found in violation of these requirements in the future. In the past, we have
not received penalties in relation to such requirements.
We may terminate franchise agreements earlier under certain circumstances, and we may have disputes with our
franchisees which may materially and adversely affect our business and result of operations.
Our franchisees may terminate our franchise agreements in the event that, among others, the franchised-and-managed
hotels’ performance is worse than they expect. Although they are not permitted to do so by our franchise agreements, the
franchisees may still attempt to unilaterally terminate their franchise agreements. In such instances, we may have disputes
with them, and it will be difficult for us to force them to continue the performance of our franchise agreements until they
expire. If the franchise agreements are eventually terminated either based on a settlement between us and the franchisees or
with a judgment or arbitral award which requires the franchisees to compensate us for our losses and costs, such
compensation may not cover our losses which we have suffered as a result of the early termination, and we may no longer
receive the franchise fees and related management fees from the termination. Furthermore, if our franchisees breach or
terminate their franchise agreements with us before the hotel commences operation, we might not be able to grow our hotel
network as planned.
Due to our rapid expansion in recent years, we have added a large number of new franchised-and-managed hotels into
our hotel network, some of which may not be able to provide consistent and high-quality service to meet our standards. To
avoid potential damage to our brand name and to ensure the quality of services provided to our guests, we may terminate
our franchise agreements with such franchisees. In addition, if any of our franchisees defaults or commits wrongdoing and
fails to cure defaults or wrongdoings, we may also need to terminate our franchise agreements. Although our franchise
agreements typically allow us to terminate the agreements under many circumstances, our franchisees may dispute our
termination or our claim and in such cases we have to submit such disputes for the settlement by courts or arbitration. For
example, as of December 31, 2021 we had 43 pending legal proceedings with the franchised-and-managed hotels. Also, we
have in the past closed and may close in the future certain franchised-and-managed hotels as a result of disputes with the
franchisees for their failure to comply with our requirements on, among other things, the punctual payment of our franchise
fees or management fees, the decoration or operation standard, use of our brand, maintenance of the hotel condition and
appearance, the avoidance of competition between the franchisees, including keeping appropriate distances between the
franchised-and-managed hotels. For example, for the year ended December 31, 2021, we terminated 400 franchised-and-
managed hotels that did not comply with our brand and operating standards, respectively. If a significant number of our
existing franchise agreements are terminated early, our revenue and profit may decrease in the future.
In case of a dispute with our franchisees, even if such disputes can be resolved in favor of us, the disputes could divert
our management attention, affect our brand image, and incur cost for us. There could also be situations where the
franchisee is not in a position to sufficiently compensate us for losses which we have suffered as a result of their defaults or
wrongdoings. If we eventually terminate any franchisees, we will lose such franchisees and can no longer collect franchise
fees and management fees from them. If new franchisees do not cover those terminated franchises, our results of operations
and financial conditions could be materially and adversely affected.
Our hotels being converted into franchised-and-managed hotels may not be able to obtain their own operational
licenses or fail to pay us the rent materially and adversely affect our business and results of operations.
During the past few years, we have sought to convert some hotels from the leased-and-operated model over to the
franchised-and-managed model through selling relevant business assets and handed over the management of such hotels, in
most of the cases pursuant to an asset, business and personnel transfer agreement, or Transfer Agreements, to certain
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individuals or entities that have subsequently entered into franchise agreements with us and have therefore become our new
franchisees. According to the Transfer Agreements, such new franchisees shall take over and operate such hotels on their
own account and shall take the risks and enjoy the benefit of operating such hotels from the completion of the transfer
contemplated by such agreements. However, the Transfer Agreements typically allow our franchisees under such
arrangements to continue to use the hotel’s permits that were previously obtained by us and remain in the name of our
company for a transitional period. As of December 31, 2021, 11 of the abovementioned new franchisees were still using
our relevant hotels’ permits. All of these franchisees have executed a supplementary agreement which requires them to stop
using and return to us our hotels’ permits upon execution of the supplementary agreements. Such supplementary
agreements also require the franchisees to indemnify us against all losses, costs or liabilities incurred by us for their
defaults under such agreements. However, if any franchisees refuse to return and continue to use any of our hotels’ permits,
our company could be held liable as the registered permit holder for any regulatory non-compliance on the part of our
franchisees. As a result, any breach by our franchisees of relevant regulations could cause us to incur relevant legal liability
under PRC law, which may materially affect our brand image and our results of operations. In addition, in such instances,
because the relevant leases have not been transferred to our new franchisees, we continue to be the tenants of the relevant
hotel premises and we remain liable to pay the rent to our landlords, and may not thereafter be fully compensated by the
new franchisees. As a result, our result of operations and financial conditions may be materially and adversely affected by
the default of such franchisees. Furthermore, such arrangement between us and the new franchisees could be deemed as a
sublease, and our landlords may claim that our subleasing arrangement without our landlords’ consent constitutes a default.
In such cases, we may be required by our landlords to terminate sublease arrangements and compensate their losses, if any,
which may further increase our costs and risks. Moreover, we may not be able to enforce our rights against the franchisees
under the supplementary agreements, which would hinder our ability to prevent the franchisees from using our hotel
permits and negatively impact our business and our reputation.
Our leased-and-operated hotels are subject to a number of operational risks.
For hotels under the leased-and-operated model, a significant portion of operating costs, including rent, is fixed.
Accordingly, a decrease in revenues could result in a disproportionately larger decrease in earnings because the operating
costs and expenses are unlikely to decrease proportionately. For example, the period during both the New Year and Chinese
Spring Festival holidays generally accounts for a smaller portion of our annual revenues than the other periods, but the
expenses do not vary in proportion to changes in occupancy rates and revenues. Major construction work near our hotel
may also have a negative impact on the occupancy rate. We need to continue to pay rent and salaries, make regular repairs,
perform maintenance and renovations and invest in other capital improvements for our leased-and-operated hotels
throughout the year to maintain their attractiveness. Therefore, our leased-and-operated hotels’ costs and expenses may
remain constant or increase even if their revenues decline. The operation of each leased-and-operated hotel goes through
the stages of development, ramp-up and mature operation. Our involvement in the development of such properties presents
a number of risks, including construction delays or cost overruns, which may result in increased project costs or forgone
revenue. During the development stage, significant pre-opening expenses will be incurred, and at the ramp-up stage, which
is usually six months, when the occupancy rate increases gradually, revenues generated by these hotels may be insufficient
to cover their operating costs, which are relatively fixed in nature. As a result, most newly opened leased-and-operated
hotels may not achieve profitability until they reach mature operations. We also may be unable to recover development
costs we incur for projects that are not completed. Any expansion of our leased-and-operated hotel portfolio would incur
significant pre-opening expenses during the development stage and relatively low revenues during the ramp-up stage of
such newly opened leased-and-operated hotels, of which expenses may have a significant negative impact on our results of
operations. Properties that we develop could become less attractive due to market saturation, oversupply or changes in
market demand, with the result that we may not be able to recover development costs as we expect, or at all.
We also may acquire or develop owned-and-operated hotels on a limited, case-by-case basis to seize unusually
attractive business opportunities. Any such owned-and-operated hotels will be subject to risks similar to those of our
leased-and-operated hotels. Such owned-and-operated hotels will also be subject to depreciation in the value paid by us for
the underlying hotel property, which usually is influenced by macroeconomic and local political and economic factors.
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In certain circumstances, we have needed to liquidate certain of our PRC subsidiaries and branches which previously
operated leased-and-operated hotels, upon the completion of conversion or closure of hotels. In liquidating such
subsidiaries and branches, we need to complete various deregistration procedures, which may be time-consuming and
therefore we cannot assure you that such subsidiaries and branches can be deregistered in a timely manner. In the future,
we may need to liquidate more subsidiaries and branches which have ceased to operate leased-and-operated hotels.
The legal rights of our franchisees and us to use certain leased properties could be challenged by property owners or
other third parties, which could prevent our franchisees or us from operating the affected hotels or increase the costs
associated with operating these hotels.
For most of our franchised-and-managed hotels and all but three of our leased-and-operated hotels, we and our
franchisees do not hold property ownership with respect to the premises under which those hotels are operated. Instead, we
and our franchisees rely on leases or contracted management arrangements with third parties who either own the properties
or lease the properties from the ultimate property owner. As of December 31, 2020, 22 of the ultimate owners of the
properties of our leased-and-operated hotels failed to provide us with the relevant title certificates. As to these 22 ultimate
owners, if they have not obtained and provided such title certificates because the relevant properties were constructed by
such ultimate owners without having obtained or in violation of a construction project planning permit, our of such
properties may be challenged or even invalidated by a government authority or relevant dispute resolution institution.
Meanwhile, the property title certificates for the premises on which approximately half of our leased-and-managed hotels
are located have a different designated use from the actual usage of those properties, and our lease of such properties may
be challenged by relevant government authorities and subject us to cessation of operations or fines in an amount of up to
RMB30,000 for each property or approximately RMB480,000 in aggregate. If the property owners’ title and the legal
rights of our franchisees and us to the leases of such properties are successfully challenged by a government authority or
dispute resolution institution as mentioned above, the development or operations of our hotels on such properties could be
adversely affected.
In addition, we and our franchisees are subject to the risks of potential disputes with property owners or our immediate
lessors and to forced closure of hotels by the government. Such disputes and forced closures, whether resolved in the favor
of our franchisees and us, may divert management attention of our franchisees and us, harm our reputation or otherwise
disrupt and adversely affect our business.
Where immediate lessors are not the ultimate owners of hotel properties operated by our franchisees and us, in some
instances, no consent was obtained from the owners to sublease the hotel properties to our franchisees or us. A property
owner’s failure to duly obtain the title to the property or a sub-lessor’s failure to receive any necessary approvals from the
ultimate owner or the primary leaseholder, as applicable, could potentially invalidate the underlying lease or result in the
renegotiation of such lease which may lead to less favorable terms. Some of the properties we or our franchisees lease from
third parties were subject to mortgages at the time the leases were signed. In such circumstances and where consent to the
lease was not obtained from the mortgage holder, the lease may not be binding on the transferee of the property if the
mortgage holders foreclose on the mortgage and transfer the property, which could in turn materially and adversely affect
the ability of our franchisees and us to operate the hotel facility located on such property. In the past, although our
operations have not been disrupted simply due to the lack of title certificates or consent from the owners, such events could
occur in the future.
We also sublease the property parts we do not use to third parties and in some instances where we have closed or
converted our leased-and-operated hotels, we may also need to sublease the whole properties we leased for such hotels to
third parties to save costs if our landlords do not agree to early terminate our lease. In some instances, no written consent
was obtained from our landlords to sublease such property parts or the whole property to third parties. Our failure to
receive any necessary approvals from our landlords could potentially invalidate the underlying lease or result in our default
under such subleases, which may in turn affect our business. In addition, if our sub-lessees are not able to pay us rent in a
timely manner or at all, we are obligated to pay the rent to our landlords on our own account. If we fail to pay such rent, we
may be required by our landlords to terminate the sublease arrangements and compensate their losses, if any, which may
adversely affect our result of operations and our financial condition.
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If we are unable to compete successfully, our business, financial condition and results of operations may be harmed.
The hospitality industry in China is highly competitive. Competition in the industry is primarily based on convenience
of location, geographic coverage, service quality, room rates, quality of accommodation, brand name recognition, range of
services and guest amenities. We compete primarily with branded and standalone hotels as well as regional and local mid-
scale hotels. We also compete with four- and five- star hotels, as we offer rooms with standards comparable to many of
those hotels while maintaining competitive pricing. Furthermore, we compete with other hotels for guests in each market
segment in which we operate, as our typical business and leisure traveler guests may change their travel, spending and
consumption patterns and choose to stay in hotels in different markets. New and existing competitors may offer
competitive rates, greater convenience, services or amenities or superior facilities, which could attract guests away from
our hotels, resulting in a decrease in occupancy and average daily rates for our hotels. In addition, competition among
franchised hotels is intense in attracting potential franchisees and retaining existing franchisees. We believe that hotel
operators choose hospitality franchisors based on primarily the value and quality of a franchisor’s brand, reputation and
service and the extent to which affiliation with that franchisor may increase the franchisee’s hotel occupancy rates and
profitability. Any of these factors may have an adverse effect on our competitive position, results of operations and
financial condition.
We may not be able to successfully attract new franchisees and compete for franchise agreements and, as a result, we
may not be able to achieve our planned growth.
Our growth strategy includes expanding through franchised-and-managed hotels by entering into franchise agreements
with our franchisees. We believe that our ability to attract new franchisees and compete for franchise agreements with them
depends primarily on our brand recognition and reputation, the results of our overall operations in general and the success
of our current franchised-and-managed hotels. Other competitive factors for franchise agreements include marketing
support, membership program, efficiency of our central reservation system, our ability to provide systems and support to
assist franchisees to operate their hotels cost-effectively. The terms of any new franchise agreements that we obtain also
depend on the terms that our competitors offer for those agreements. In addition, if the availability of suitable locations for
new properties decreases, or governmental planning or other local regulations change, the supply of suitable properties for
additional franchised-and-managed hotels could diminish. If the performance of our franchised-and-managed hotels is less
successful than that of our competitors’ hotels or if we are unable to offer terms as favorable as those offered by our
competitors, we may not be able to compete effectively for new franchise agreements and we may not be able to attract as
many new franchisees as we expect. As a result, we may not be able to achieve our planned growth and our business and
results of operations may be materially and adversely affected.
The leases of our franchisees and us could be terminated early, we and our franchisees may not be able to renew the
existing leases on commercially reasonable terms and the rents paid by us or our franchisees could increase
substantially, which could materially and adversely affect our operations.
The terms of leases for our franchised-and-managed hotels and leased-and-operated hotels typically provide, among
other things, that the lease could be terminated under certain legal or factual conditions. If any such lease were terminated
early, operations of the related hotel property may be interrupted or discontinued and costs may be incurred by us or our
franchisees to relocate to another location. Furthermore, we may be liable to our lessors, guests, franchisees and other
vendors and may be required to pay losses and damages due to our default under relevant contracts. As a result, our
business, results of operations and financial condition could be materially and adversely affected.
Although we intend to coordinate with our franchisees to renew existing leases of our franchised-and-managed hotels,
and to renew existing leases of certain of our leased-and-operated hotels, there can be no assurance that we and our
franchisees will be able to renew such leases and maintain current hotel operations on satisfactory terms, or at all. In
particular, we and our franchisees may experience increased rent payments and increased operating cost in connection with
renegotiating leases. If we and our franchisees fail to maintain current hotel operations on satisfactory terms upon
expiration of the leases, the respective operating costs of our company and our franchisees may increase, the ability of our
franchisees to pay their franchise fees may decline, and overall profits generated from hotel operations may decrease. If we
and our franchisees are unable to pass on increased costs to our guests through room rate increases, the operating
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margins and earnings of our company and our franchisees could decrease and our results of operations could be materially
and adversely affected.
We may terminate our leases early for certain reasons and any failure by us to terminate a lease for cause may subject
us to payment of liquidated damages.
Our leases typically allow us to terminate the lease early under limited circumstances, and in some instances, our
leases contain a term which requires us to pay the contingent rent for our wrongful early termination of such agreements. In
the past, we have early terminated some leases of hotel properties and closed our leased-and-operated hotels underlying
such leased properties, and disputes arose between us and our landlords whereby we were demanded to pay the contingent
rents and liquidated damages. If such disputes occur in the future, and are resolved in favor of our landlords, we may need
to pay losses and damages to the landlords and as a result, our business, results of operations and financial condition could
be materially and adversely affected.
Our growth depends on our ability to increase revenues generated by our existing hotels.
While sales growth will depend in part on our plans for new hotel openings, deeper penetration into existing and new
geographic markets and increased sales at our existing hotels will also affect our sales growth and will continue to be
critical factors affecting our revenue and profit. Our ability to increase the revenues generated by our hotels depends in part
on our ability to successfully implement our growth strategy and related initiatives. Our ability to penetrate further into the
existing geographic markets where we already have a presence depends in part on our ability to successfully market
ourselves and to maintain and increase sales to our existing members, including individual members and corporate
members and attract more members to our membership program. We may not be able to achieve our targeted sales growth
at our existing hotels, and sales at existing hotels could decrease. In addition, we may not be able to achieve our targeted
level of expansion within existing and new geographic markets. The occurrence of any of such events may have a material
adverse effect on our business, financial condition and results of operations.
Our growth depends on our ability to grow the number of hotels in operation.
Our growth depends on our ability to open and profitably operate new hotels under both franchised-and-managed
model and leased-and-operated model. In 2019, 2020 and 2021, we opened 605, 528 and 693 new franchised-and-managed
hotels. In each of 2019, 2020 and 2021, we opened two, ten and 29 new leased-and-operated hotels, respectively. We plan
to increase the number of our hotels in the future. We may not be successful in identifying and leasing or franchising
additional hotel properties at desirable locations and on commercially reasonable terms or at all. In more developed cities,
it may be difficult to increase the number of hotels because we or our competitors may already have operations in such
cities. In less developed cities, demand for our hotels may not increase as rapidly as we expect. We also may incur
substantial costs in connection with evaluating hotel properties and negotiating with property owners, including ones that
we are subsequently unable to lease or franchise.
The growth in the number of hotels is subject to numerous risks, many of which are beyond our control. Among other
risks, the following factors affect our ability to open and operate additional hotels profitably and achieve growth in the
number of our hotels:
●
the availability and cost of suitable hotel locations;
●
the availability and cost of capital to fund construction or conversion;
●
cost-effective and timely construction of hotels (which construction can be delayed due to, among other reasons,
labor and materials availability, labor disputes, local zoning and licensing matters, and weather conditions);
●
the ability of our company and our franchisees to secure required governmental permits;
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●
the availability of qualified hotel management staff and other personnel;
●
our ability to enhance our reservation, operational and service delivery systems to support additional franchisees
in a timely and cost-effective manner;
●
our ability to effectively and efficiently implement our development plan;
●
our ability to introduce our brands into new markets, any failure of which may adversely impact potential
property owners’ or franchisees’ acceptance of and confidence in us; and
●
our ability to attract new qualified franchisees and to retain existing franchisees.
We may not be able to manage our expected growth, which could adversely affect our results of operations.
We have experienced substantial growth since our inception. We have increased the number of our total hotels in
operation in China from eight as of December 31, 2005 to 4,593 as of December 31, 2021, and we intend to focus on
developing additional franchised-and-managed hotels in different geographic locations in China and internationally, as well
as growing through mergers, acquisitions and strategic alliances. This expansion has placed, and will continue to place,
substantial demands on our managerial, operational, technological, financial and other resources. There can be no
assurance that we will be able to effectively manage our growth. If our growth initiatives fail, and if we fail to integrate
new alliances, merged entities or acquired targets into our network, our businesses and prospects may be materially and
adversely affected.
Our planned expansion will also require us to maintain the consistency of our brands and the quality of our services to
ensure that our brands do not suffer as a result of any deviations, whether actual or perceived. In order to manage and
support our growth, we must improve our existing operational, administrative and technological systems and our financial
and management controls, and recruit, train and retain qualified hotel managerial personnel as well as other administrative
and sales and marketing personnel, particularly as we expand into new markets.
We cannot assure you that we will be able to effectively and efficiently manage the growth of our operations, recruit
and retain qualified personnel and integrate new franchised-and-managed hotels into our operations, whether they are
organically developed or strategically acquired. Any failure to effectively and efficiently manage our expansion may
materially and adversely affect our ability to capitalize on new business opportunities, which in turn may have a material
adverse effect on our business, financial condition and results of operations.
Acquisitions, financial investment or strategic investment may have an adverse effect on our ability to manage our
business and harm our results of operations and financial condition.
If we are presented with appropriate opportunities, we may acquire or invest in businesses or assets. For example, in
2018, we acquired: (i) an additional 1% of the equity interest in Yancheng Zexin Hotel Management Co., Ltd., or Zexin,
and our equity interest in Zexin increased to 51%; (ii) a 70% of the equity interests in Foshan Baiqinghui Hotel Co., Ltd.;
(iii) all of the business assets and a 70% interest in Donghe Zhenxing Hotel, in the Xuzhou Economic and Technological
Development Zone; and (iv) all of the business assets and equity interests in Deep Sleep Hotel, in the Xuzhou Economic
and Technological Development Zone. In 2019, we acquired: (i) a 60% equity interest in Argyle, (ii) a 70% equity interest
in Urban, and (iii) several properties for strategic development purpose. In 2020, we acquired all the hotel assets from a
hotel management company located in Guangxi, and thereafter opened one leased-and-operated hotel under “GreenTree
Eastern” brand. In 2021, we have acquires some hotels in some cities where we had limited numer of leased and operated
hotels or we did not have any leased and operated hotels.
The existing and future acquisitions or investments may expose us to potential risks, including risks associated with
unforeseen or hidden liabilities, risks that acquired or invested companies will not achieve anticipated performance levels,
diversion of management attention and resources from our existing business, difficulty in integrating the acquired
businesses with our existing operational infrastructure, and inability to generate sufficient revenues to offset the costs
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and expenses of acquisitions or investments. For example, the sellers of the 70% equity interest in Urban (“Urban Sellers”)
had undertaken to us under the equity purchase agreement entered into between us and the Urban Sellers in April 2019
(“Urban Purchase Agreement”) that Urban will achieve a steady growth with respect to its revenue and profit during the
agreed period. If Urban fails to achieve the agreed growing rate, we may have an option to claim certain amount of
compensation against the Urban Sellers. If we are entitled to and also decide to exercise such option, once the
compensation paid to us by the Urban Sellers reaches 50% of the purchase price we paid to the Urban Sellers, they will
have the right to redeem the whole 70% equity interest in Urban from us, in which case, we would no longer be able to
consolidate the financial results of Urban in our consolidated financial statements and the results of our operations may
also be adversely affected. In addition, following completion of an acquisition or investment, our management and
resources may be diverted from their core business activities due to the integration process, which diversion may harm the
effective management of our business. Furthermore, it may not be possible to achieve the expected level of benefits after
integration and the actual cost of delivering such benefits may exceed the anticipated cost. Any difficulties encountered in
the acquisition or investment and integration process may have an adverse effect on our ability to manage our business and
harm our results of operations and financial condition. If a financial or strategic investment is unsuccessful, then in addition
to the diversion of management attention and resources from our existing business, we may lose the value of our
investment, which could have a material adverse effect on our financial condition and results of operations.
Furthermore, we have made loans to third parties including our franchisees, and other entities with which we have a
business relationship or strategic cooperation. Although our loans to such third parties are generally secured by collateral or
a guarantee, some of these third parties may not repay us, we may not be able to recover the loaned amounts of principal
and any interest due, and we may thereby incur losses which could have a material adverse effect on our financial condition
and results of operations.
Our expansion into new markets may present increased risks.
We plan to open new hotels in markets in China as well as internationally where we have little or no operating
experience. Those markets may have different regulatory requirements, competitive conditions, consumer preferences and
discretionary spending patterns as compared to our existing markets. As a result, any new hotels we open in those markets
may be less successful than hotels in our existing markets. Guests and franchisees in any new market may not be familiar
with our brands and we may need more time to build brand awareness in that market through greater investments in
advertising and promotional activities than we anticipated. We may find it more difficult in new markets to hire, motivate
and keep qualified employees who share our vision, passion and culture. Hotels operated in new markets also may have
lower average sales or higher operating costs than hotels in existing markets. Sales at hotels operated in new markets may
take longer than expected to ramp up and reach expected sales and profit levels, and may never do so, thereby affecting our
overall profitability.
Our financial condition and results of operations may be materially affected if our strategy to diversify our brand
portfolio and mix of hospitality offerings is not successfully implemented.
We intend to diversify our brand portfolio and mix of hospitality offerings with existing brands, including GreenTree
Eastern, Gem, Gya, Vx, Deep Sleep, Greentree Inns, GT Alliance, GreenTree Apartment, Vatica and Shell, as well as
brands from Argyle and Urban, to cover market segments from economy to luxury markets. In April 2019, we acquired
Argyle which focuses on mid-to-up-scale to luxury segments of the markets, most of which are four- and five- star hotels.
In December 2019, we consolidated Urban which focuses on economy to mid-scale market segments. We may not possess
sufficient knowledge or experience in expanding into the luxury market segment, hence we may face more competition in
this new market segment or newly geographic markets where we operate.
In addition, the strategy to diversify our mix of hospitality offerings may increase the cash needs of our operations and
may distract our management’s attention and energy. If such strategies are not successful, our business, financial condition
and results of operations may be materially and adversely affected.
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If we fail to maintain our relationships with our members and corporate members, our business and growth prospects
could be materially and adversely affected.
Historically, we have derived a portion of our revenues from our members and from our cooperation arrangements
with certain corporate members such as banks, airlines and other large companies. In 2019, 2020 and 2021, we sold
approximately 93% of our room nights through our direct sales channels. We expect that these members and corporate
members will contribute to the growth of our business in the near future.
We cannot assure you that our members will remain loyal patrons of our hotels and that our corporate members will
agree to renew the relevant cooperation agreements upon their expiration, or enter into new agreements with us on
substantially similar terms. Our negotiating position with corporate members also is limited, given the competition in
China’s hospitality industry. If we fail to enhance or maintain our relationships with our members, and the frequency of
member stays at our hotels declines as a result, or if our corporate members decline to renew their cooperation agreements
or propose new agreements with commercial terms less favorable to us, our business and growth prospects could be
materially and adversely affected.
If our franchisees are unable to maintain our hotels’ condition and appearance, our hotel occupancy rates may decline.
In order to maintain the condition and appearance of hotels in our network, our hotels require ongoing renovations and
other leasehold improvements, including periodic replacement of broken or used furniture, fixtures and equipment. Such
investments and expenditures require ongoing funding and, to the extent our franchisees cannot fund these expenditures
from existing cash or cash flow generated from operations, our franchisees must borrow or raise capital through financing.
Our franchisees may not be able to access capital and our franchisees may be unwilling to spend available capital when
necessary, even if required by the terms of our franchise agreements. If our franchisees continue to operate hotels while
they are under refurbishment or improvement, there may be instances where refurbishment or improvements would
seriously disrupt hotel operations and adversely affect the revenues of the relevant hotels. If our franchisees do not make
needed leasehold investments and improvements, our hotels could become less attractive to our potential guests, we could
lose market share to our competitors and our hotel occupancy rates may decline. Moreover, disruptions and other risks
associated with renovation and improvements could have an adverse effect on our business, financial condition and results
of operations.
If the value of our brand portfolio or image diminishes, it could have a material and adverse effect on our business and
results of operations.
Our continued success in maintaining and enhancing our brand portfolio and image depends, to a large extent, on the
ability of our franchisees and us to satisfy customer needs by maintaining consistently high-quality services across our
hotel network, as well as their and our ability to respond to competitive pressures. If we and our franchisees are unable to
do so, our occupancy rates may decline, which could in turn adversely affect our results of operations. Our business may
also be adversely affected if our brands, public image or reputation were to be diminished by the operations of any of our
hotels, whether due to our franchisees failing to operate hotels according to our requirements, unsatisfactory service,
accidents or otherwise. Our brand portfolio is integral to our sales and marketing efforts. In addition, the trademark
“GreenTree Inn” in the U.S. was registered by a company owned by Mr. Alex S. Xu, our chairman and chief executive
officer and currently used by a chain of 18 hotels in the U.S. owned by a company majority owned by Mr. Alex S. Xu. We
cannot exert control over any of these hotels in the United States. If these hotels experience any quality issues or are
involved in any incidents, despite the fact that our current operations are primarily in China, our reputation can be
negatively affected, and the value and image of our brands can diminish. If the value of our brand image is diminished or if
our brands do not continue to be attractive to guests and franchisees, our business and results of operations may be
materially and adversely affected.
Our results of operations may fluctuate significantly due to seasonality and other factors.
The hospitality industry is subject to fluctuations in revenues due to seasonality. The seasonality of our business may
cause fluctuations in our quarterly operating results. Generally, the first quarter, in which both the New Year and
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Spring Festival holidays fall, accounts for a lower percentage of our annual revenues than other quarters of the year.
Furthermore, our overall results of operations may fluctuate significantly from period to period because of several factors,
including the timing of new hotel openings, revenue loss associated with the temporary closure of existing hotels for
refurbishment, and any losses incurred by our franchisees or us due to hotel closures. As a result, our results of operations
may fluctuate significantly from period to period and comparison of different periods, or even the same periods during
different years, may not be meaningful. Our results for a given fiscal period are not necessarily indicative of results to be
expected for any other fiscal period.
Substantial defaults or delays in payment by our franchisees and corporate customers or the deterioration of the
financial condition of our franchisees or corporate members may have an adverse effect on our cash flows, working
capital, financial condition and results of operations.
Our accounts receivable mainly consist of amounts due from our franchisees and corporate members whose employees
are guests in our leased-and-operated hotels. Our corporate members may choose to settle with us directly, and we typically
require our franchisees to pay various fees pursuant to their franchise agreements with us on a monthly or annual basis. Our
franchisees and corporate members may delay their payments beyond the time periods set forth in our agreed credit
arrangements. Furthermore, in order to accelerate our expansion, we used our surplus cash to finance the opening of new
franchised-and-managed hotels by franchisees who have a proven track record with us. There can be no assurance that our
franchisees will always repay us timely once we begin the financing plan. Our liquidity and cash flows from operations
may be adversely affected if our accounts receivable cycles or collection periods lengthen or if we encounter a material
increase in defaults of payment of our accounts receivable or repayment of the amounts we have lent to our franchisees.
Our operating results are affected by the ability of our franchisees to pay our franchise management fees. An extended
period of hotel room vacancy or decrease in room rates, which may be the result of a variety of factors such as unfavorable
economic conditions in China and globally, may adversely affect the operating results and financial condition of our
franchisees. These negative operating conditions could result in the financial failure of our franchisees and result in the
delayed payment of franchise management fees or other revenues derived from our franchised-and-managed hotels or the
termination of their franchise agreements. As a result, our business, prospects and results of operations may be adversely
affected.
Failure to retain our senior management could harm our business.
We place substantial reliance on the hospitality and other consumer-service industry experience and the institutional
knowledge of members of our senior management team. Mr. Alex S. Xu, our founder, chairman and chief executive officer,
is particularly important to our future success due to his substantial experience in the property development, hospitality and
other consumer service industries. We do not carry key person insurance on any members of our senior management team.
The loss of the services of one or more of these members of our senior management team due to their departure or
otherwise could hinder our ability to effectively manage our business and implement our growth strategies. Finding
suitable replacements for Mr. Xu or other members of our senior management team could be difficult, and competition for
such personnel of similar experience is intense. If we lose their services, our business may be adversely affected.
If we or our franchisees are not able to hire, train and retain qualified managerial and other employees, our brand and
our business may be materially and adversely affected.
Our managerial and other employees manage our hotels and interact with our guests on a daily basis. They are critical
to maintaining the quality and consistency of our services as well as our established brand and reputation. It is important
for our franchisees and us to attract qualified managerial and other employees who have experience in hospitality or other
consumer-service industries and are committed to high levels of service. There may be a limited supply of such qualified
individuals in the cities in China where we and our franchisees have operations or where we intend to expand. In addition,
it is difficult to ascertain and evaluate intangible criteria of candidates, and whether they will share our vision, dedication,
passion and culture, during the recruitment process. We and our franchisees must hire and train qualified managerial and
other employees on a timely basis to keep pace with our rapid growth while
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maintaining consistently high-quality services across our hotels in various geographic locations. Regular training needs to
be provided to our managerial and other employees so that they are equipped with up-to-date knowledge of various aspects
of our hotel operations and can meet our demand for quality services. We and our franchisees also need to offer
opportunities for development and career advancement in order to retain qualified managerial and other hotel staff. If we or
our franchisees fail to do so, the quality of our services may decrease in one or more of the markets where the hotels in our
network are located, which in turn, may have a material and adverse effect on our brand and our business.
Interruption or failure of our information and operational systems could impair our ability to effectively provide our
services, which could damage our reputation.
Our ability to provide consistent quality services throughout our hotel network depends on the operation of our
proprietary information and operational systems, including our central reservation, hotel management, data analysis and
inter-department support systems. Any damage to or failure of our systems could interrupt our service. Our systems are
vulnerable to damage or interruption as a result of power loss, telecommunications failures, computer viruses, fires, floods,
earthquakes, interruptions in access to our toll-free numbers, hacking or other attempts to harm our systems, and similar
events. Our servers, which are maintained in Shanghai, may also be vulnerable to break-ins, sabotage and vandalism. Some
of our systems are not fully backed up, and our disaster recovery planning does not account for all possible scenarios. In
addition, our systems and technologies may become outdated and we may not be able to replace or introduce upgraded
systems as quickly as our competitors or within budgeted costs for such upgrades. If we experience frequent or persistent
system failures, our quality of services and our reputation could be harmed. The steps we need to take to increase the
reliability and safety of our systems may be costly, which could reduce our operating margins, and may not be successful in
reducing the frequency or duration of system failures and service interruptions.
Failure to maintain the integrity of internal or customer data could result in harm to our reputation or subject us to
costs, liabilities, fines or lawsuits.
Our business involves collecting and retaining a large volume of internal and customer data, including credit card
numbers and other personal information as our various information technology systems enter, process, summarize and
report such data. We also maintain information about various aspects of our operations as well as our employees. The
integrity and protection of our customer, employee and company data are critical to our business. Our customers and
employees expect that we will adequately protect their personal information. We are required by applicable laws to keep
strictly confidential the personal information that we collect, and to take adequate security measures to safeguard such
information. Our security measures and those of our third-party service providers may not be adequate for the protection of
our customers, employees or company data.
In addition, computer hackers, foreign governments or cyber terrorists may attempt to penetrate our network security
and our website. Unauthorized access to our proprietary internal and customer data may be obtained through break-ins,
sabotage, breach of our secure network by an unauthorized party, computer viruses, computer denial-of-service attacks,
employee theft or misuse, breach of the security of the networks of our third-party service providers, or other misconduct.
Because the techniques used by computer programmers who may attempt to penetrate and sabotage our proprietary internal
and customer data change frequently and may not be recognized until launched against a target, we may be unable to
anticipate these techniques. Unauthorized access to our proprietary internal and customer data may also be obtained
through inadequate use of security controls. The laws and regulations applicable to security and privacy are becoming
increasingly important in China. The theft, loss, fraudulent or unlawful use of customer, employee or company data could
harm our reputation or result in remedial and other costs, liabilities, fines or lawsuits.
The Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of
personal data and on the free movement of such data, and repealing Directive 95/46/EC, known as the general data
protection regulation, or GDPR, has imposed certain requirements on the processing of personal data relating to natural
persons. GDPR requirements will apply both to companies established in the EU and to companies, such as us, that are not
established in the EU but process personal data of individuals who are in the EU (and in the European Economic Area
subject to the enactment of implementation procedures), where the processing activities relate to: (a) the offering of goods
or services, irrespective of whether a payment of the data subject is required, to such data subjects in the EU; or (b) the
monitoring of their behavior as far as their behavior takes place within the EU. Compliance with the GDPR will
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be a rigorous and time-intensive process that may increase our cost of doing business, and the failure to comply with the
GDPR could expose us to sanctions from both a financial and business operations perspective. In addition, in case of
control, noncompliance with the GDPR may expose us to damage to our reputation.
On February 1, 2013, China’s initial personal data protection guidelines, the Guidelines for Personal Information
Protection in Information Security Technology Public and Commercial Service Systems, became effective, which
guidelines set forth detailed requirements as to the protection of personal information and data collection, data processing,
data transfer and data creation. Although these guidelines are voluntary and non-binding, we are advised by our PRC
counsel that, going forward, further regulatory oversight of data privacy in China is expected. In addition, Amendment 7 to
the PRC Criminal Law prohibits institutions, companies and their employees in the telecommunications and other
industries from selling or otherwise illegally disclosing a PRC citizen’s personal information obtained during the course of
performing their duties or providing services, or obtaining such information through theft or other illegal means. On
November 7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cybersecurity Law of the
PRC, which became effective on June 1, 2017. Pursuant to the Cybersecurity Law of the PRC, providers of network
products and services shall maintain the security of their products and services and shall comply with provisions regarding
the protection of personal information as stipulated under relevant laws and regulations. Moreover, the Provisions on
Protection of Personal Information of Telecommunication and Internet Users specifically regulates the collection, use,
disclosure and security of personal information. Complying with these PRC laws and regulations may cause us to incur
substantial costs or require us to change our business practices. To include cross references to Regulations
While we take various measures to comply with all applicable data privacy and protection laws and regulations of the
PRC, our current security measures and those of our third-party service providers may not be adequate for the protection of
our customers, employees or company data. In addition, hackers, foreign governments or cyber terrorists may attempt to
penetrate our network security and our website. Unauthorized access to our proprietary internal and customer data may be
obtained through break-ins, sabotage, breach of our secure network by an unauthorized party, computer viruses, computer
denial-of-service attacks, employee theft or misuse, breach of the secure networks of our third-party service providers, or
other misconduct. Because the techniques used in any attempt to penetrate and sabotage our proprietary internal and
customer data change frequently and may not be recognized until launched against us, we may be unable to anticipate or
protect against these techniques. Unauthorized access to our proprietary internal and customer data may also be obtained
through inadequate security measures. Laws and regulations in China relating to security and privacy are becoming
increasingly important. Any theft, loss, fraudulent, unlawful use or disclosure of customer, employee or company data
could harm our reputation and result in remedial and other costs, liabilities, fines or lawsuits.
Any failure to protect our trademarks and other intellectual property rights could negatively impact our business.
Our brand, trade name, trademarks and other intellectual property are critical to our success. The success of our
business depends in part upon our continued ability to use our brands, trade names and trademarks to increase brand
awareness and to further develop our brands. As of December 31, 2021, we had a total of 552 trademarks, 74 software
registration certificates, and one copyright registered in China. The expiration dates of our trademarks fall between 2022
and 2032. Once the ten-year term of our registered trademarks has expired, we will be able to renew our trademark
registrations for another ten years upon paying a renewal fee. If we are unable to renew one or more trademark
registrations, our ability to use such trademarks could be impaired, and our business and results of operations could be
materially and adversely affected.
Furthermore, the unauthorized reproduction or infringement of our trade name or trademarks or other intellectual
property could diminish the value of our brand and its market acceptance, competitive advantage or goodwill. For example,
our proprietary operational IT system, which has not been patented, copyrighted or otherwise registered as our intellectual
property, is a key component of our competitive advantage and our growth strategy. As of December 31, 2021, we have
received 74 software registration certificates for certain of our proprietary information and operational systems including
our Central Reservation System (CRS), Property Management System (PMS) and certain other quality control systems.
Although we have been granted software registration certificates in respect of some of our proprietary information and
operational systems, these systems could be infringed upon by third parties, which may adversely affect
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our business, financial condition and results of operations. Because the protection of a company’s intellectual property
provided under PRC laws and regulations is less than that afforded under United States laws and regulations, the measures
we take to protect our brands, trade names, trademarks and other intellectual property rights may not be adequate to
prevent their unauthorized use by third parties. Furthermore, the application of laws governing intellectual property rights
in China and abroad is uncertain and evolving, and could involve substantial risks to us. If we are unable to adequately
protect our brands, trade names, trademarks and other intellectual property rights, we may lose these rights and our
business may suffer materially. For example, in order to protect our brands, in the past we have filed lawsuits against
certain hotel operators which had alleged to be our franchised-and-managed hotels but have not entered into any
agreements with us.
We could also be subject to claims for infringement, invalidity, or indemnification relating to third parties’ intellectual
property rights. Such third-party claims may be time-consuming and costly to defend, divert management attention and
resources, or require us to enter into licensing agreements, which may not be available on commercially reasonable terms,
or at all.
The restaurants operated by our hotels face risks related to instances of food-borne illnesses and other food safety
accidents.
Some of our hotels directly operate the restaurant located in the hotels. The restaurant business is susceptible to food-
borne illnesses and other food safety accidents. We cannot assure you that our internal controls and training will be fully
effective in preventing all food-borne illnesses. Furthermore, our reliance on third-party food suppliers and distributors
increases the risk that food-borne illness incidents could be caused by third-party food suppliers and distributors outside of
our control and the risk of multiple locations being affected rather than a single restaurant. New illnesses resistant to any
precautions may develop in the future, or diseases with long incubation periods could arise that could give rise to claims or
allegations on a retroactive basis. Reports in the media of instances of food-borne illnesses could, if highly publicized,
negatively impact restaurant sales, forcing the closure of some restaurants and affect our customers’ confidence in our hotel
business. Furthermore, other illnesses, such as hand, foot and mouth disease or avian influenza, could adversely affect the
supply of some of the restaurants’ food products and significantly increase such restaurants’ costs, which may also
adversely affect the results of operations of the relevant hotels.
Accidents or injuries in our hotels may adversely affect our reputation and subject us to liability.
There are inherent risks of accidents or injuries in hotels. One or more accidents or injuries such as fire accident, slip
and fall and accident during property renovation at any of our hotels could adversely affect our safety reputation among
guests and potential guests, decrease our overall occupancy rates and increase our costs by requiring us to take additional
measures to make our safety precautions even more visible and effective. If accidents or injuries occur at any of our hotels,
we may be held liable for costs related to the injuries. Our property and liability insurance policies may not provide
adequate coverage and we may be unable to renew our insurance policies or obtain new insurance policies without
increases in cost or decreases in coverage levels.
In addition, if any incidents, particularly fire accidents, occur in any of the leased-and-operated hotels that do not
possess the relevant licenses, permits, title certificate or fire safety inspection certificate, or is located on properties where
the actual use and the designated land or property use are inconsistent, there could be substantial negative publicity, thereby
triggering large-scale government actions that impact our entire hotel network, which in turn will have a material adverse
impact on our business, results of operations and financial condition.
We are subject to risks related to litigation filed by or against us, and adverse litigation results may harm our business
and financial condition.
We have been, and may in the future be, a party to litigation and other proceedings filed by or against us, including
actions relating to among others property lease, franchise agreements with our franchisees, infringement of our brands,
employment-related disputes, personal injury, property damage or other harm resulting from acts or omissions by
individuals or entities outside of our control, including franchisees and third-party property owners. Various disputes in
connection with the properties we lease or with the franchise agreements may occur from time to time, which may cause
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our hotel operations to be affected or in the worst-case scenario, to be ceased. For example, as of December 31, 2021 we
had four pending legal proceedings in connection with the leased hotel properties, six pending legal proceedings in
connection with trademarks, and 43 pending legal proceedings in connection with franchised-and-managed hotels. In
addition, the research and examinations that we conduct on both the hotel properties and the potential franchisees before
entering into franchise agreements, may not be sufficient for us to identify all relevant information. As a result, we may be
in dispute with our franchisees, which may result in litigation filed by or against us. See “Our Business — Legal
Proceedings.”
The outcome of legal proceedings is uncertain, we cannot predict with certainty the cost of defense, the cost of
prosecution or the ultimate outcome of thereof, including remedies or damage awards, and adverse results in such litigation
and other proceedings may disrupt our business, materially and adversely affect our reputation, results of operations,
financial condition and prospects. Moreover, if any claims against us were to prevail, we would be subject to monetary or
other liabilities, which could strain our financial resources, consume the time and attention of our management and
otherwise have an adverse effect on our business, financial condition and results of operations.
Our lessors’ failure to comply with lease registration and other compliance requirements under PRC law may subject
these lessors or us to fines or other penalties that may negatively affect our ability to operate our hotels.
As an operator and manager of our leased hotel properties, we are subject to a number of land- and property-related
legal requirements. For instance, under PRC law, all lease agreements are required to be registered with the local land and
real estate administration bureau. Our standard lease agreement generally requires the lessor to make such registrations.
However, as of December 31, 2021, because our lessors failed or were reluctant to provide necessary documents for us to
register the leases, 63 lessors of our leased-and-operated hotels had not obtained registrations of their leases from the
relevant authorities as required despite our repeated requests to these lessors to obtain registrations, as required under our
lease agreements with them. In addition, based on the specific land use right certificates and property ownership
certificates held by some of our lessors of the leased-and-operated hotels, approximately half of the 66 hotel properties we
own or lease and operate are restricted to industrial and other uses, rather than qualified for hotel operation use. The failure
of these 63 lessors to register lease agreements as required by law or to ensure that the hotel properties are operated in
compliance with their designated use may subject these lessors or us to fines or other penalties in the amount of up to
RMB10,000 for each hotel property or approximately RMB310,000 in aggregate, which may negatively affect our ability
to operate the hotels covered under those leases. Moreover, the failure to use the property in compliance with the intended
usage designated by the land use right certificates or the property ownership certificates may subject the lessors or us to
fines in the amount of up to RMB30,000 for each property, invalidate the lease agreements, confiscation of relevant gains
or subject them or us to temporary suspension or termination of operations.
We are subject to various claims and disputes in the ordinary course of business, and increases in the amount or
severity of these claims and disputes could adversely affect us.
We are exposed to various claims and disputes related to commercial operations, personal injury, property damage,
labor disputes and other matters in the ordinary course of our business. Developments in regulatory, legislative or judicial
standards, material changes to dispute resolution trends, or a catastrophic accident or series of accidents, including
accidents that affect our franchisees or vendors, involving any or all of commercial operations, property damage, personal
injury, and labor disputes could have a material adverse effect on our operating results, financial condition and reputation.
For example, as of December 31, 2021, approximately 8.6% of our room nights are booked through OTAs, to whom
we pay agency fees for such services. If we were to have a dispute with an OTA, the volume of our room inventory booked
through such OTA may decline, or the OTA may block reservations of our rooms or remove our hotels from their website
entirely, pending resolution of the dispute. As a result, our business and results of operations may be adversely affected.
In addition, our franchisees may suspend or terminate their cooperation with us voluntarily or involuntarily due to
various reasons, including disagreement or dispute with us, failure to maintain requisite approvals, licenses or permits or to
comply with other governmental regulations, and events beyond our or their control, such as inclement weather,
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natural disasters, transportation interruptions or labor unrest or shortage. For example, franchisees of our brand may object
to or decline to pay franchise fees charged by us. Due to intense competition in China’s hospitality industry, our existing
franchisees may also discontinue their cooperation with us and work with our competitors instead. We may not be able to
promptly replace our franchisees on a timely and cost-effective basis, or at all. As a result of any disruptions associated
with our franchisees, our guest satisfaction, brands, reputation, operations and financial performance may be materially and
adversely affected.
We may encounter disputes from time to time relating to our use of intellectual property of third parties.
We may encounter disputes from time to time over rights and obligations concerning intellectual property, and we may
not prevail in those disputes. We cannot assure you that personnel in our leased-and-operated hotels will not use intellectual
property of third parties without proper authorization. We may incur liability for such unauthorized or infringing use, and
be subject to additional claims in the future. Any such claim of infringement or unauthorized use of intellectual property
could result in costly litigations and divert the attention and resources of our management.
The growth of online and other hotel reservation intermediaries and travel consolidators may adversely affect our
margins and profitability.
In 2019, 2020 and 2021, approximately 7.4% of our room nights were booked through OTAs to whom we pay
commissions for such services. If these intermediaries and consolidators become the primary channel through which our
guests make their bookings, they may be able to negotiate higher commissions, reduced room rates, or other significant
concessions from us. The operations of these travel intermediaries and consolidators may adversely affect our ability to
control the supply and price of our room inventory, which would in turn adversely affect our margins and profitability.
We are a “controlled company” within the meaning of the NYSE Listed Company Manual.
GTI beneficially owns 82.9% of our Class A ordinary shares and 100% of our Class B ordinary shares and 93.2% of
the aggregate voting power of our total issued and outstanding share capital. The voting power of our company owned by
GTI is indirectly owned by Mr. Alex S. Xu, our founder, chairman and chief executive officer, as he owns 83.9% of voting
power of GTI, which entitles Mr. Xu to nominate or replace all directors of GTI, and determine how GTI exercises the
voting power in our company. As long as GTI or Mr. Alex S. Xu owns at least 50% of the voting power of our company,
we will be a “controlled company” as defined under the NYSE Listed Company Manual. For so long as we remain a
controlled company under that definition, we are permitted to elect to rely on certain exemptions from corporate
governance rules, including an exemption from the rule that a majority of our board of directors must be independent
directors, although we have no current intention to rely on the controlled company exemption. As a result, you may not
have the same protection afforded to shareholders of companies that are subject to these corporate governance
requirements.
Our financial and operating performance may be adversely affected by epidemics, natural disasters and other
catastrophes.
Our financial and operating performance may be adversely affected by epidemics, natural disasters and other
catastrophes, particularly in locations where we operate a large number of hotels. China has in the past experienced
significant natural disasters, including earthquakes in Western and Southwestern China, extreme weather conditions, as
well as health scares related to epidemic diseases, and any similar event that could materially impact our business in the
future. If a disaster or other disruption were to occur in the future that affects the regions where we have or are developing
franchised-and-managed or leased-and-operated hotels, our operations could be materially and adversely affected due to
loss of personnel and damages to property. Even if we are not directly affected, such a disaster or disruption could affect
our guests, which could harm our results of operations.
In addition, our business could be affected by public health epidemics, such as the outbreak of avian influenza, severe
acute respiratory syndrome, or SARS, Zika virus, Ebola virus, COVID-19 or other diseases. If any of our employees is
suspected of having contracted a contagious disease, we may be required to apply quarantines or suspend our operations.
Furthermore, any future outbreak may restrict economic activities in affected regions, resulting in
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reduced business volume, temporary closure or quarantine of hotels in operation or otherwise disrupt our operations and
adversely affect our results of operations.
Losses caused by epidemics, natural disasters and other catastrophes, including SARS, H1N1, H7N9 influenza,
COVID-19, earthquakes or floods, are either uninsurable or too expensive to justify insuring against in China. In the event
an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested
in a hotel, as well as the anticipated future revenue from the hotel. In that event, we might nevertheless remain obligated
for any financial obligations related to the hotel. Similarly, war (including the potential of war), terrorist activities
(including the threat of terrorist activities), social unrest and heightened travel security measures, as well as geopolitical
uncertainty and international conflict may affect travel and may in turn affect our business, financial conditions, and results
of operations. If our franchised-and-managed hotels are affected by these incidents, we might lose our revenue stream from
those hotels. In addition, we may not be adequately prepared in contingency planning or recovery capability in relation to a
major incident or crisis, and as a result, our operational continuity may be adversely affected and our reputation may be
harmed.
COVID-19 caused us to incur economic losses in 2021, and may continue to do so. Our Franchised-and-managed
revenues in 2021 full year declined by 6.9% comparing to 2019 level. Consumer demand was reduced and the operation of
our hotels was disrupted as a result of measures that were taken to control the COVID-19 outbreak. Our leased-and-
operated hotels generally have fixed operating costs and low profit margins, so any disruption their operation or significant
reduction in consumer demand may adversely affect our business and results of operations. Since the beginning of the
COVID-19 outbreak, we have provided certain financing support to our franchisees, and have reduced or waived the fees
that we collect from them. This financing support, and reductions or waivers of franchisee fees, also have had an adverse
effect on our results of operations and financial condition. Furthermore, the resurgence of COVID-19 in several provinces
such as Hebei, and cities such as Shanghai and Beijing caused our occupancy rate to decline in January 2021. Our
occupancy rate was also low during the New Year and Spring Festival holiday due to the policy encouraging residents to
stay local and not return home. Although China’s economic outlook has recovered and improved since the beginning of the
COVID-19 outbreak, COVID-19 as well as policies and measures adopted in response to it may still have a material and
adverse impact on our financial and operating performance in the future. Over the longer term, any further resurgence of
COVID-19 may undermine our existing franchisees’ confidence in us, our business and the hospitality industry generally,
they may decide not to expand and develop new hotels, and our business and results of operations may be materially and
adversely affected as a result.
We have limited insurance coverage.
We carry property insurance that covers the assets that we own at our leased-and-operated hotels, but such property
insurance does not cover the buildings or any other assets owned by our lessors or the assets of the franchised-and-
managed hotels. Although we generally require our lessors and our franchisees to purchase customary insurance policies,
we cannot guarantee that they will adhere to such requirements. We do not have business disruption insurance coverage for
our operations to cover losses that may be caused by natural disasters or catastrophic events, such as SARS or avian flu.
Any business disruption or natural disaster may result in our incurring substantial costs and diversion of our resources. In
addition, there are inherent risks of accidents or injuries in hotels. One or more accidents or injuries at any of our hotels
could adversely affect our safety reputation among customers and potential customers, decrease our overall occupancy
rates and increase our costs by requiring us to take additional measures to make our safety precautions even more visible
and effective. In the future, we may be unable to renew our insurance policies or obtain new insurance policies without
increases in cost or decreases in coverage levels. We may also encounter disputes with insurance providers regarding
payments of claims that we believe are covered under our policies. If we were held liable for amounts and claims
exceeding the limits of our insurance coverage or outside the scope of our insurance coverage, our reputation, our business,
results of operations and financial condition may be materially and adversely affected.
We may require additional financing for our business, which may not be available on terms acceptable to us, or at all,
or would increase our financial leverage and may be difficult to service.
We may require additional financial resources to support our growth, future development and any investments,
including mergers or acquisitions that we may pursue. The amount and timing of such additional financing needs will
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vary depending on the timing of our new hotel openings, investments in converting new leased-and-operated hotels and
searching and developing relationships with potential franchisees and the amount of cash flow from our operations. If our
internal resources are insufficient to satisfy our financing requirements, we may seek additional financing by selling
additional equity or debt securities or obtaining a credit facility. The sale of additional equity securities could result in
additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations
and could result in operating and financing covenants that may, among other things, potentially restrict our operations or
our ability to pay dividends. Servicing such debt obligations could also be burdensome to our operations. If we fail to
service our debt obligations or are unable to comply with the relevant debt covenants, we could be in default under the
relevant debt obligations and our liquidity and financial conditions may be materially and adversely affected.
Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:
●
investors’ perception of, and demand for, securities of businesses in the PRC hospitality industry;
●
conditions of the U.S. and other capital markets in which we may seek to raise funds;
●
our future results of operations, financial condition and cash flows;
●
PRC governmental regulation of foreign investment in the hospitality industry in China;
●
economic, political and other conditions in China; and
●
PRC governmental policies relating to foreign currency borrowings.
We cannot assure you that future financing will be available in amounts or on terms acceptable to us, if at all. If we fail
to raise additional funds, we may need to sell debt or additional equity securities, reduce our growth to a level that can be
supported by our cash flow or defer planned expenditures.
We will continue to recognize a substantial amount of share-based compensation expenses, which will have a
significant impact on our financial condition and liquidity position.
We adopted our 2018 share incentive plan in January 2018, pursuant to which we may grant options to purchase up to
9,000,000 of our Class A ordinary shares. Options granted to our employees generally vest either ratably over the following
four years starting after the first/second/third anniversary of date of our initial public offering in the U.S., or 50% on the
date of our initial public offering in U.S. and another 50% on December 31, 2019, as applicable; options granted to our
directors vested 100% on the first anniversary of the date of our initial public offering in the U.S. As of December 31,
2021, we had outstanding options with respect to 992,500 Class A ordinary shares that have been granted to our employees,
directors and consultants under the 2018 share incentive plan. As a result of our grants of awards under the 2018 Plan, we
incurred share-based compensation expenses of RMB0.23 million and RMB2.46 million (USD$0.39 million) in 2020 and
2021. We are required to account for share options granted to our employees, directors and consultants in accordance with
Codification of Accounting Standards, or ASC 718, “Compensation — Stock Compensation” and ASC 505-50, “Equity,
Equity-Based Payments to Non-Employees.” We will continue to incur and recognize additional share-based compensation
expenses in the future as we continue to grant share-based incentives. We believe such incentives are necessary for us to be
able to attract and retain key personnel and employees, and we will continue to grant share-based compensation to
employees in the future. As a result, our expenses associated with share-based compensation may increase, which may
have an adverse effect on our financial condition and liquidity position.
A material weakness in our internal control over financial reporting has been identified. If we fail to maintain an
effective system of internal controls over financial reporting, we may not be able to accurately report our financial
results, meet our reporting obligations or prevent fraud.
We are required to assess the effectiveness of our disclosure controls and procedures and internal control over financial
reporting. Our independent registered public accounting firm has not conducted an audit of our internal control
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over financial reporting. As defined in standards established by the United States Public Company Accounting Oversight
Board, or the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or
interim financial statements will not be prevented or detected on a timely basis. In connection with the audit of our
consolidated financial statements for the year ended December 31, 2021, we and our independent registered public
accounting firm identified a material weakness in accordance with the standards established by the PCAOB, which relates
to our material weakness in controls over the completeness of the bad debt provision for our franchisee loans receivable. To
remedy our identified material weakness, we intend to implement certain measures to improve our internal control over
financial reporting to address the material weakness identified. See “Item 15. Controls and Procedures — Internal Control
over Financial Reporting”. However, the implementation of these measures may not fully remediate the material weakness
in our internal control over financial reporting.
We are a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-
Oxley Act of 2002, or Section 404, required that we include a report of management on our internal control over financial
reporting in our annual report on Form 20-F. In addition, once we cease to be an “emerging growth company” as such term
is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness
of our internal control over financial reporting. Our independent registered public accounting firm did not undertake a
comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses in our
internal control over financial reporting as they will be required to do after we cease to be an emerging growth company.
In the future our management may again conclude that our internal control over financial reporting is not effective.
Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent
registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is
not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed,
or if it interprets the relevant requirements differently from us. In addition, after we became a public company, our
reporting obligations have placed and continue to place a significant strain on our management, operational and financial
resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any
required remediation. In addition, we may not be able to timely file our periodic reports as a public company under U.S.
securities laws, which could limit the amount of information that investors receive about our company in the future and
adversely affect the price of our ADSs, our business and our reputation.
In the future in documenting and testing our internal control procedures, in order to satisfy the requirements of Section
404, we may identify new material weaknesses in our internal control over financial reporting. In addition, if we fail to
maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or
amended from time to time, we may identify new material weaknesses in our internal control over financial reporting. If
we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our
financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our
reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and
lead to a decline in the trading price of our ADSs.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse
of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations
and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.
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Going forward we expect to generate a significant portion of our revenues from the restaurant business, which involves
risks and uncertainties.
In May 2022, we entered into a definitive agreement to acquire Da Niang Dumplings and Bellagio, two leading
restaurant chain businesses in China, or collectively, the Target Businesses, from GTI, our controlling shareholder. The
closing of this proposed acquisition is subject to the satisfaction or waiver of customary closing conditions, and is currently
expected to occur in the second half of 2022. See “Item 4. Information on the Company—A. History and Development of
the Company—Proposed Acquisition of Da Niang Dumplings and Bellagio.” After completion of our proposed acquisition
of Da Niang Dumplings and Bellagio, we expect to generate a significant portion of our revenues from the restaurant
business, which involves risks and uncertainties that differ from our hotel business. Risks and uncertainties related to the
restaurant business operated by Da Niang Dumplings and Bellagio include, but are not limited to, the following:
●
if the quality of our dining experience declines, our restaurants may not continue to be successful;
●
we may fail to maintain or enhance recognition and reputation of our brands;
●
we may not be able to maintain and increase the sales and profitability of our existing restaurants;
●
if we cannot obtain desirable restaurant locations or secure renewal of existing leases on commercially
reasonable terms, our business, results of operations and financial condition will be adversely affected;
●
food safety and foodborne illness concerns may have an adverse effect on our reputation and business;
●
any significant failure to maintain effective quality assurance systems for our restaurants could have a
material adverse effect on our business, reputation, results of operations and financial conditions;
●
any significant liability claims, food contamination complaints from our customers or reports of incidents of
food tampering could adversely affect our business, reputation, results of operations and financial condition;
●
increases in the cost of ingredients used in our restaurants may lead to declines in our margins and operating
results;
●
outbreaks and resurgences of COVID-19, its variants and restrictions due to confirmed cases have had, and
may continue to have, an adverse impact on our restaurants’ operations that could adversely affect our
business, reputation, results of operations and financial condition; and
●
we rely on third parties for supplies and services and any shortage or interruption in supply could slow our
growth and reduce our profitability.
We are an “emerging growth company” and may not be subject to requirements that other public companies are subject
to, which could harm investor confidence in us and our ADSs.
The Jumpstart Our Business Startups Act, or the JOBS Act, contains provisions that, among other things, relax certain
requirements for qualifying public companies. We are an “emerging growth company” as defined under the JOBS Act and,
for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from
various reporting requirements applicable to other public companies, including an exemption from the requirement to
comply with the auditor attestation requirements of Section 404 and an exemption from the requirement to adopt and
comply with new or revised accounting standards at the same time as other public companies. We will remain an emerging
growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of
at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial
public offering; (iii) the date on which we have, during the previous three year period, issued
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more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer”
under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of
our ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed
second fiscal quarter.
The JOBS Act provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an emerging growth company can delay the adoption of certain accounting standards until those standards would
otherwise apply to private companies. We will take advantage of the extended transition period. As a result of this election,
our financial statements may not be comparable to other public companies that comply with the public company effective
dates for these new or revised accounting standards.
We also expect that these new rules and regulations could make it more expensive for us to renew director and officer
liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain
coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of
directors, particularly to serve on our audit committee.
We cannot predict if investors will find our ADSs less attractive because we may rely on these exemptions. If some
investors find our ADSs less attractive as a result, there may be a less active trading market for our ADSs and our ADS
price may be more volatile.
Risks Related to Our ADSs
The market price for our ADSs may be volatile.
The market price for our ADSs may be highly volatile and subject to wide fluctuations in response to factors including
the following:
●
negative media reports and coverage regarding us or other companies in the hospitality industry;
●
regulatory developments in our target markets affecting us, our customers or our competitors;
●
announcements of studies and reports relating to the quality of our solutions or those of our competitors;
●
actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected
results;
●
changes in financial estimates by securities research analysts;
●
conditions in the travel and hospitality industries;
●
changes in the economic performance or market valuations of other hospitality companies;
●
announcements by us or our competitors of new brands, acquisitions, strategic relationships, joint ventures or
capital commitments;
●
addition or departure of our senior management;
●
fluctuations of exchange rates between the RMB and U.S. dollar;
●
potential litigation or administrative investigations;
●
release or expiry of lock-up or other transfer restrictions on our outstanding ADSs or ordinary shares;
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●
sales or perceived potential sales of additional ordinary shares or ADSs; and
●
general economic or political conditions in China.
In addition, the securities market from time to time experiences significant price and volume fluctuations that are not
related to the operating performance of particular companies. These market fluctuations may also materially and adversely
affect the market price of our ADSs.
We may not pay further dividends to our public shareholders, so you should rely on price appreciation of our ADSs
for return on your investment.
In January 2019, our board of directors declared a cash dividend of US$0.30 per ordinary share, or US$0.30 per ADS,
and we paid such dividend in full in February 2019. In January 2019, we also announced plans to pay a cash dividend of
US$0.20 per ordinary share per year in the near future if there is no immediate cash need for our growth or merger and
acquisition opportunities. However, our board of directors has discretion as to whether to distribute any future dividends,
subject to certain requirements of Cayman Islands law. In December 2019, we declared a cash dividend of US$0.25 per
ordinary share, or US$0.25 per ADS. Holders of our ordinary shares and ADSs as of the close of trading on December 24,
2019 were entitled to such cash dividend, and we paid such dividend in full in January 2020. In December 2021, we
declared a cash dividend of US$0.55 per ordinary share, or US$0.55 per ADS. Holders of our ordinary shares and ADSs as
of the close of trading on December 31, 2021 were entitled to such cash dividend, and we paid such dividend in full in
January 2022. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share
premium account, provided that in no circumstances may a dividend be paid if this would result in the company being
unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare
and pay dividends, the timing, amount and form of future dividends, if any, may depend on, among other things, our future
results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us
from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of
directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future price
appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value or even maintain the price at which
you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire
investment in our ADSs.
Substantial future sales of our ADSs, or other equity or equity-linked securities in the public market, or the perception
that these sales could occur, could cause the price of our ADSs to decline.
Additional sales of our ADSs, or other equity or equity-linked securities in the public market after our initial public
offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline. As of
December 31, 2021, we had 103,049,863 ordinary shares outstanding including 34,762,909 Class B ordinary shares and
68,286,954 Class A ordinary shares, 11,697,654 Class A ordinary shares of which are represented by ADSs. All Class A
ordinary shares represented by ADSs are freely transferable without restriction or additional registration under the
Securities Act. The 34,762,909 Class B ordinary shares and 56,589,300 Class A ordinary shares held by our existing
shareholders are available for sale, subject to volume and other restrictions as applicable under Rule 144 and 701 under the
Securities Act.
GTI has pledged approximately 26% of our ordinary shares to Pudong Development Bank, and may be required to
pledge additional ordinary shares. If Pudong Development Bank forecloses on these shares, the market price of our
ADSs could decline.
GTI has pledged approximately 26% of our ordinary shares to Pudong Development Bank as security under a Euro-
denominated loan of approximately RMB900 million obtained in March 2017. Approximately RMB163.5 million of the
loan remains outstanding as of December 31, 2021. After the completion of our initial public offering, GTI was required to
pledge ordinary shares in an amount that results in Pudong Development Bank having a pledge of no fewer than 20% of
our ordinary shares, and may be required to pledge additional ordinary shares if the market price of our ADSs declines.
Due to the decline in the market price of our ADSs since our initial public offering, GTI was required to pledge an
aggregate of 26% of our ordinary shares in 2018. If GTI breaches certain covenants and obligations under the loan
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agreement, an event of default could result and Pudong Development Bank could exercise its right to accelerate all the debt
under the loan agreement and foreclose on the pledged shares. The pledged shares are not subject to a lock-up agreement,
and any future sale of the ordinary shares upon foreclosure could cause the market price of our ADSs to decline. As of the
date of this annual report, GTI has repaid the loan and all pledge ordinary shares has been released.
Our corporate actions are substantially controlled by our officers, directors and principal shareholders.
Our executive officers and directors beneficially own approximately 88.7% of our outstanding shares. These
shareholders could exert substantial influence over matters requiring approval by our shareholders, including electing
directors and approving mergers or other business combination transactions. The concentration of our share ownership may
discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to
receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions
may be taken even if they are opposed by our other shareholders, including holders of our ADSs.
As a foreign private issuer, we are permitted to adopt certain practices of our home country, the Cayman Islands, in
relation to corporate governance matters that differ significantly from the New York Stock Exchange corporate
governance listing standards; these practices afford less protection to shareholders than they would enjoy if we
complied fully with the New York Stock Exchange corporate governance listing standards.
Our ADSs are listed on the New York Stock Exchange. The New York Stock Exchange Listed Company
Rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain
corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the New
York Stock Exchange corporate governance listing standards.
For instance, we are not required to: (i) have a majority of the board be independent; (ii) have a compensation
committee or a nomination or corporate governance committee consisting entirely of independent directors; (iii) have
regularly scheduled executive sessions with only independent directors each year; or (iv) have a minimum of three
members on our audit committee. We intend to rely on some or all of these exemptions. As a result, you may not be
provided with the benefits of certain corporate governance requirements of the New York Stock Exchange.
As a foreign private issuer in the U.S., we are exempt from certain disclosure requirements under the Exchange Act,
which may afford less protection to holders of our ADSs than they would enjoy if we were a domestic U.S. company.
As a foreign private issuer in the U.S., we are exempt from, among other things, the rules prescribing the furnishing
and content of proxy statements under the Exchange Act and the rules relating to selective disclosure of material nonpublic
information under Regulation FD under the Exchange Act. In addition, our executive officers, directors and principal
shareholders are exempt from the reporting and short-swing profit and recovery provisions contained in Section 16 of the
Exchange Act. In addition to annual reports with audited financial statements, such domestic U.S. companies are required
to file quarterly reports with the SEC that include interim financial statements reviewed by an independent registered
public accounting firm and certified by the company’s principal executive and financial officers. By contrast, as a foreign
private issuer, we are not required under the Exchange Act to file such reports with the SEC or to provide quarterly
certifications by our principal executive and financial officers. As a result, holders of our ADSs may be afforded less
protection than they would under the Exchange Act rules applicable to domestic U.S. companies.
You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in
time to be able to exercise your right to direct how the ordinary shares underlying your ADSs are voted.
Except as described in this annual report and in the deposit agreement, holders of our ADSs will not be able to
exercise voting rights attaching to the shares evidenced by our ADSs on an individual basis. Holders of our ADSs will
appoint the depositary or its nominee as their representative to exercise the voting rights attaching to the shares represented
by the ADSs. You may not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or
persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a
right to direct how the ordinary shares underlying your ADSs are voted.
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If we ask for your instructions and upon timely notice from us, the depositary will notify you of the upcoming vote and
arrange to deliver our voting materials to you, which contain, among other things, a statement as to the manner in which
your voting instructions may be given, including an express indication that such instructions may be given or deemed given
to the depositary to give a discretionary proxy to a person designated by us if no instructions are received by the depositary
from you on or before the response date established by the depositary. However, no voting instruction shall be deemed
given and no such discretionary proxy shall be given with respect to any matter if we inform the depositary we do not wish
such proxy given, substantial opposition exits or the matter materially and adversely affects the rights of holders of the
ordinary shares.
Voting at any meeting of our shareholders will be by-poll.
You may not be able to participate in any future rights offerings which may cause dilution to your holdings and you may
not receive cash dividends if it is impractical to make them available to you.
We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we
cannot make rights available to you in the United States unless we register both the rights and securities to which the rights
relate under the Securities Act or an exemption from the registration requirements is available. Under the deposit
agreement for the ADSs, the depositary will not offer those rights to ADS holders unless both the rights and the underlying
securities to be distributed to ADS holders are either registered under the Securities Act, or exempt from registration under
the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or underlying
securities or to endeavor to cause such a registration statement to be declared effective. In addition, we may not be able to
establish a necessary exemption from registration under the Securities Act. Accordingly, holders of our ADSs may be
unable to participate in our rights offerings and may experience dilution in their holdings as a result.
GTI intends to register and distribute to each of its shareholders not more than 60% of the number of our shares that
represented the percentage of such shareholder’s ownership in GTI as of March 29, 2018, the closing date of our initial
public offering. As a condition to receive our shares, GTI’s shareholders were required to enter into lock-up agreements on
all of our shares which they own, and the number of our shares subject to such lock-up agreements was reduced by 25% at
the end of each six month period following March 26, 2018, the date of our initial public offering prospectus.
The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian
receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these
distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its
discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example,
the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of
certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute
such property to you.
You may be subject to limitations on transfer of your ADSs.
Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any
time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the
depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the
depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law
or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.
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You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal
courts may be limited, because we are incorporated under Cayman Islands law, conduct substantially all of our
operations in China and most of our directors and substantially all of our executive officers reside outside the United
States.
We are incorporated in the Cayman Islands, and conduct substantially all of our operations in China through our
wholly-owned entities and variable interest entities. Most of our directors and substantially all of our executive officers
reside outside the United States and a substantial portion of their assets are located outside of the United States. As a result,
it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or
in China in the event that you believe that your rights have been infringed under the securities laws or otherwise. Even if
you are successful in bringing an action of this kind in a U.S. court, the laws of the Cayman Islands and of China may
render you unable to enforce a judgment against our assets or the assets of our directors and executive officers. There is no
statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman
Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without
retrial on the merits.
Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time
to time, and by the Cayman Companies Act (As Revised) and as well as common law of the Cayman Islands. The rights of
shareholders to take legal action against us and our directors, actions by minority shareholders and the fiduciary duties of
our directors are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman
Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English
common law, which provides persuasive, but not binding, authority in a court in the Cayman Islands. The rights of our
shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they
would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed
body of securities laws than the United States and provides significantly less protection to investors. In addition,
shareholders in Cayman Islands companies may not have standing to initiate a shareholder derivative action in U.S. federal
courts.
As a result of the foregoing, our public shareholders may have more difficulty in protecting their interests through
actions against us, our management, our directors or our major shareholders than would shareholders of a corporation
incorporated in a jurisdiction in the United States.
The ability of the SEC, the U.S. Department of Justice, or the DOJ, and other U.S. authorities to bring enforcement
actions against us for any violation of U.S. federal securities laws, SEC rules or regulations may be limited in the
foreign jurisdictions where we operate.
The ability of U.S. authorities, such as the SEC and the DOJ, to bring enforcement actions against companies such as
ours which operate overseas for any violation of U.S. federal securities laws, SEC rules or regulations may be limited in
China, where we operate. Due to jurisdictional limitations, matters of comity and various other factors, the SEC, the DOJ
and other U.S. authorities may be limited in their ability to pursue bad actors, including in instances of fraud, in emerging
markets such as China. There are significant legal and other obstacles for U.S. authorities to obtain information needed for
investigations or litigation against us or our directors, executive officers or other gatekeepers in case we or any of these
individuals engage in fraud or other wrongdoing. In addition, local authorities in China may be constrained in their ability
to assist U.S. authorities and overseas investors more generally. For example, certain provisions of PRC law prohibit
entities and individuals in China from providing documents or information relating to securities business activities to
overseas regulators without the approval of the CSRC and various other PRC government authorities. See “Item 3. Key
Information — D. Risk Factors— Risks Related to Doing Business in China — Uncertainties with respect to the Chinese
legal system could adversely affect us.” As a result, if we have any material disclosure violation or if our directors,
executive officers or other gatekeepers commit any fraud or other financial misconduct, the U.S. authorities may not be
able to conduct effective investigations or bring and enforce actions against us, our directors, executive officers or other
gatekeepers. Therefore, you may not be able to enjoy the same protection provided by various U.S. authorities as it is
provided to investors in U.S. domestic companies.
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Our management has considerable discretion as to the use of the net proceeds from our initial public offering.
Our management has considerable discretion in the application of the net proceeds received by us from our initial
public offering. You do not have the opportunity to assess whether proceeds are being used appropriately. You must rely on
the judgment of our management regarding the application of the net proceeds of our initial public offering. The net
proceeds may be used for corporate purposes that do not improve our efforts to maintain profitability or increase our ADS
price. The net proceeds from our initial public offering may be placed in investments, such as short-term investments, that
do not produce income or that lose value.
Our articles of association contain anti-takeover provisions that could have an adverse effect on the rights of holders of
our ordinary shares and ADSs.
Our amended and restated memorandum and articles of association contain provisions which could limit the ability of
others to acquire control of our company, including a provision that grants authority to our board directors to establish from
time to time one or more series of preferred shares without action by our shareholders and to determine, with respect to any
series of preferred shares, the terms and rights of that series. The provisions could deprive our shareholders of the
opportunity to sell their shares at a premium over the prevailing market price by discouraging third parties from seeking to
obtain control of our company in a tender offer or similar transactions.
We may become a passive foreign investment company, or PFIC, which could result in adverse U.S. tax consequences to
U.S. investors.
The determination of whether or not we are a PFIC is made on an annual basis and will depend on the nature and
composition of our income and assets from time to time. Specifically, for any taxable year, we will be classified as a PFIC
for U.S. federal income tax purposes if either (i) 75% or more of our gross income in that taxable year is passive income or
(ii) the average percentage of our assets (which includes cash) in that taxable year which produce, or are held for the
production of, passive income is at least 50%.
Based on the nature and composition of our income and assets, and the valuation of our assets, including goodwill, we
do not believe we were a PFIC for our 2021 taxable year. There is a risk, however, that we may become a PFIC in the
current or any future taxable year due to changes in our asset or income composition or in the value of our assets. In
particular, the calculation of the value of our assets will be based, in part, on the quarterly market value of our ADSs, which
is subject to change and has been volatile. Any decrease in the market value of our ADSs may result in our becoming a
PFIC.
If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares, our PFIC status
could result in adverse U.S. federal income tax consequences to you if you are a U.S. Holder, as defined under “Item 10.
Additional Information — E. Taxation — Material U.S. Federal Income Tax Considerations.” For example, if we are or
become a PFIC, you may become subject to increased tax liabilities under U.S. federal income tax laws and regulations,
and will become subject to burdensome reporting requirements. See “Item 10. Additional Information — E. Taxation —
Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company.” There can be no assurance
that we will not be a PFIC for our current or any future taxable year.
We will continue to incur increased costs as a result of being a public company, particularly after we cease to qualify as
an “emerging growth company.”
Since the completion of our initial public offering, we have been a public company and expect to incur significant
accounting, legal and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as
rules subsequently implemented by the SEC and the New York Stock Exchange, have detailed requirements concerning
corporate governance practices of public companies, including Section 404 of the Sarbanes-Oxley Act relating to internal
controls over financial reporting. As a company with less than US$1.07 billion in total annual gross revenue for our last
fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may
take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public
companies. These provisions include exemption from the auditor attestation requirement under
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Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over
financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards
apply to private companies. We will take advantage of the extended transition period. As a result of this election, our
financial statements may not be comparable to other public companies that comply with the public company effective dates
for these new or revised accounting standards.
We expect these and other rules and regulations applicable to public companies to increase our accounting, legal and
financial compliance costs and to make certain corporate activities more time-consuming and costly. We are evaluating and
monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs
we may incur or the timing of incurring such costs. After we are no longer an “emerging growth company,” we expect to
incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of
Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of
being a public company, we need to increase the number of independent directors and adopt policies regarding internal
controls and disclosure controls and procedures. We also expect that operating as a public company makes it more difficult
and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced
policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we
incurred additional costs associated with our public company reporting requirements. It may also be more difficult for us to
find qualified persons to serve on our board of directors or as executive officers. We are evaluating and monitoring
developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the
amount of additional costs we may incur or the timing of such costs.
In the past, shareholders of a public company often brought securities class action suits against the company following
periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could
divert a significant amount of our management’s attention and other resources from our business and operations, which
could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action
suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if
a claim is successfully made against us, we may be required to pay significant damages, which could have a material
adverse effect on our financial condition and results of operations.
Our dual-class ordinary share structure with different voting rights could discourage others from pursuing any change
of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.
Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary
shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to three (3) votes per share on
all matters subject to vote at general meetings of the Company. Our existing shareholder GTI holds 56,589,300 Class A
ordinary shares and all 34,762,909 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A
ordinary share at any time by the holder thereof, and Class A ordinary shares are not convertible into Class B ordinary
shares under any circumstances. Due to the disparate voting rights attached to shares in these two classes, GTI owns
approximately 93.2% of the total voting power of our issued and outstanding ordinary shares. Mr. Alex S. Xu, our founder,
chairman and chief executive officer, by virtue of this 83.9% voting power of GTI, which entitles Mr. Xu to nominate or
replace all directors of GTI, and determine how GTI exercises the voting power in our company, is considered to
beneficially own the shares held by GTI. As a result, Mr. Xu has significant voting rights over matters requiring
shareholders’ approval, including the election and removal of directors and certain corporate transactions, such as mergers,
consolidations and other business combinations. This concentrated control could discourage others from pursuing any
potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may
view as beneficial.
Holders of ADSs have fewer rights than shareholders and must act through the depositary to exercise their rights.
Holders of our ADSs do not have the same rights as our registered shareholders. As a holder of our ADSs, you will not
have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be
able to exercise the voting rights which attach to the underlying Class A ordinary shares represented by your ADSs
indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. Upon
receipt of your voting instructions in a timely manner, the depositary will vote or attempt to vote the
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underlying Class A ordinary shares represented by your ADSs in accordance with these instructions. You will not be able to
directly exercise your right to vote with respect to the underlying Class A ordinary shares represented by your ADSs unless
you withdraw such shares and become the registered holder of such shares prior to the record date for the general meeting.
Under our amended and restated memorandum and articles of association, the minimum notice period required to be given
by our company to our registered shareholders to convene a general meeting will be ten calendar days. When a general
meeting is convened, you may not receive sufficient notice of the meeting to enable you to withdraw the underlying
Class A ordinary shares represented by your ADSs and become the registered holder of such shares to allow you to attend
the general meeting or to cast your vote directly with respect to any specific matter or resolution to be considered and voted
upon at the general meeting. In addition, under our amended and restated memorandum and articles of association, for the
purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may
close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of
members or the setting of such a record date may prevent you from withdrawing the underlying Class A ordinary shares
represented by your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not
be able to attend the general meeting or to vote directly.
Under the deposit agreement, if we request the depositary to act at a general meeting, we will give the depositary
notice of the meeting at least 30 business days in advance of the meeting in order to give you a reasonable opportunity to
instruct the depositary as to the exercise of voting rights relating to underlying Class A ordinary shares represented by your
ADSs. However, the depositary and its agents may not be able to send voting instructions to you or carry out your voting
instructions in a timely manner. Where any matter is to be put to a vote at a general meeting, we will make all reasonable
efforts to cause the depositary to notify you of the upcoming vote and to deliver our voting materials to you in a timely
manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the
depositary to vote the underlying Class A ordinary shares represented by your ADSs. Furthermore, the depositary and its
agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast
or for the effect of any such vote. As a result, you may not be able to exercise your right to direct how the underlying
Class A ordinary shares represented by your ADSs are voted and you may lack recourse if the underlying Class A ordinary
shares represented by your ADSs are not voted as you request. In addition, in your capacity as an ADS holder, you will not
be able to call a shareholders’ meeting.
ITEM 4.
INFORMATION ON THE COMPANY
A.
History and Development of the Company
We are a Cayman Islands holding company and conduct our operations in China through our PRC subsidiaries.
GreenTree Inns Hotel Management Group, Inc., a company incorporated in Samoa, or GreenTree Samoa, was formed to be
a holding company and currently holds most of the PRC Subsidiaries that operate our hotels in the PRC. GreenTree Samoa
also owns 100% of the equity interest in Pacific Hotel Investment, Inc. and GreenTree Suites Management Corp., each of
which owns 100% of the equity interest in the other two of our PRC subsidiaries.
We began our hotel business in the PRC in September 2004 through GreenTree Inns Hotel (Weihai) Management
Group Inc., or GreenTree Weihai, which was incorporated on November 14, 2003 and 100% owned by American Pacific
Homes Inc., a company wholly owned by Mr. Alex S. Xu, our founder, chairman and chief executive officer. In
September 2010, GreenTree Weihai was merged into GreenTree Samoa as a wholly-owned subsidiary of GreenTree
Samoa. In October 2010, upon completion of a share exchange, GreenTree Samoa became a wholly-owned subsidiary of
GreenTree Inns Hotel Management Group, Inc., or GTI, a company incorporated in the Cayman Islands.
GreenTree Hospitality Group Ltd., or GreenTree Hospitality, was incorporated in October 2017 as a wholly-owned
subsidiary of GTI. In November 2017, GreenTree Hospitality issued 48,635,251 Class A ordinary shares and 42,716,957
Class B ordinary shares to GTI in exchange for the entire share capital of GreenTree Samoa then held by GTI. On
March 11, 2018, we redesignated 7,954,048 of our Class B ordinary shares as Class A ordinary shares. As of December 31,
2021, 82.9% of our Class A ordinary shares and 100% of our Class B ordinary shares are owned by GTI, our parent
company.
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GTI intends to register and distribute to each of its shareholders not more than 60% of the number of our shares that
represented the percentage of such shareholder’s ownership in GTI as of March 29, 2018, the closing date of our initial
public offering. As a condition to receiving our shares, GTI’s shareholders were required to enter into lock-up agreements
on all of our shares which they own, and the number of our shares subject to such lock-up agreements was reduced by 25%
at the end of each six month period following March 26, 2018, the date of our initial public offering prospectus. Following
the completion of our initial public offering and as long as GTI or Mr. Alex S. Xu owns at least 50% of the voting power of
our company, we are a “controlled company” as defined under the NYSE Listed Company Manual. We have no current
intention to rely on the controlled company exemption.
In January 2019, we entered into a share purchase agreement to become a major shareholder of Argyle. Argyle is an
owner and operator of hotels, with a network of mid-scale and up-scale brands in China and Southeast Asia. This
transaction was completed in April of 2019.
In April 2019, we entered into an agreement to acquire a 70% equity stake in Urban. Urban is a leading franchised
hotel operator in China, and has built a strong suite of brands with broad geographic coverage to deliver a variety of
superior business and leisure services to guests at fair prices. This transaction was completed in November of 2019.
Recent Developments
We are not only further expanding in Tier 3 and lower cities but also further penetrating the Mid-to-Up-Scale segment.
Over the past 5 years, most of our new hotels have been in China’s thriving Tier 3 and lower cities where they have
recovered faster in other cities in most quarters. Hotels in some lower-tier cities are performing well. In executing this
strategic plan, 68.4% of new hotels in our current pipeline are in such cities and we will further capitalize on the substantial
opportunities in such locations. The combination of our existing footprint and our strong performance in these cities have
given us a real competitive advantage to capture future opportunities in China’s booming hospitality industry.
Furthermore, we have accelerated our expansion into China’s central, southeast and southwest markets. In 2021, we
opened 29 L&O hotels, all well situated around transportation hubs, central business districts, or government centers. We
are adding both L&O and F&M hotels in strategic locations including Chongqing, Sichuan, Hubei, Jiangxi, Shanghai and
other cities and provinces. In the Hubei and Hunan area, our total numbers of hotels increased by over 80%, over 30% and
20% year over year in the Hubei and Hunan area, in the Chongqing and Sichuan area, and in the Jiangxi and Fujian area,
respectively.
In addition, in response to a growing market trend, in 2021 we have established a strategic cooperation partnership
with Tencent Games to diversify our E-sports business. We are introducing new Mid-to-upscale brands such as E-sports
hotels to address the needs of local gamers. We now have 25 E-sports hotels in operation and target to add 100 more over
the next 12 months. We are also introducing an innovative brand “Geli” which is positioned in our mid-to upscale segment
and currently has 7 hotels in operation. We have been continuously growing our mid-to-upscale and luxury segment and by
the end of the fourth quarter 2021, hotels in these segments had increased to 552, 11.9% of our total portfolio, compared
with only 50 in 2017. We are planning to open more hotels in these segments in 2022. In 2021, we continuously strived to
optimize our management and operating systems including design, technology features, sales, and marketing programs, to
improve hotel quality and operating performance. Our ongoing efforts in researching and testing various decoration
materials allow us to deploy cost effective materials that also ensure quality and excellent customer experience. In 2021, as
for the IT process, we are investing in information technology innovations and creating smarter hotels. We are an early
mover in our industry in upgrading our hotels to an integrated cloud-based management and AI-driven platform. We
strongly believe that this is a solid foundation that we need to advance to help ensure that personal data is securely
managed in a manner compliant with applicable privacy laws and regulations. We are fully focused on developing smart
and digital hotels to improve operational efficiency for our hotel general managers and staff, ensure the reliability of our
booking systems, and deliver excellent customer service.
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Proposed Acquisition of Da Niang Dumplings and Bellagio
In May 2022, we entered into a definitive agreement to acquire Da Niang Dumplings and Bellagio, two leading
restaurant chain businesses in China, or collectively, the Target Businesses, from GTI, our controlling shareholder. The
closing of this proposed acquisition is subject to the satisfaction or waiver of customary closing conditions, and is currently
expected to occur in the second half of 2022.
We have been exploring new growth opportunities to expand our business and create value for our shareholders. In
addition to expanding our hotel network and diversifying our brand portfolio, we seek to launch new service offerings that
are complementary to our existing hotel business. Our proposed acquisition of Da Niang Dumplings and Bellagio is
expected to drive growth in our business and improve our financial performance.
Da Niang Dumplings and Bellagio focus on offering healthy and affordable fast food and casual dining services to
mass consumers and generated a combined unaudited revenue of about RMB740 million in 2021. Since demand for such
food services is more stable and less dependent on discretionary spending as compared with our existing hotel services, we
expect the Target Businesses to provide a more stable revenue stream that may offset cyclical aspects of our hotel business.
The restaurant and hotel businesses are also complementary in nature as we witness increasing demand for hotel-related
services in the local communities we serve, and we expect cross-selling opportunities to arise from the two businesses.
After completion of our proposed acquisition of Da Niang Dumplings and Bellagio, we expect the Target Businesses and
our existing business to share common resources, achieve economies of scale and improve our overall operating
performance. The proposed acquisition will also enable all of our shareholders to share in the synergistic growth of the
hotel and restaurant businesses.
Da Niang Dumplings
Da Niang Dumplings is a leading quick service restaurant chain in China, with restaurants covering 297 locations in 40
cities as of December 31, 2021. As of December 31, 2021, the chain comprises of 160 self-operated restaurants and 137
franchised restaurants.
Bellagio
Bellagio is a leading casual dining restaurant chain focusing on the Chinese market, with restaurants covering 39
locations in more than 14 cities as of December 31, 2021, including in mainland China, Macao and Southeast Asia. As of
December 31, 2021, the chain comprises of 31 self-operated restaurants and 8 franchised restaurants.
Both Da Niang Dumplings and Bellagio are committed to food quality and safety. They have implemented quality
control measures that standardize food quality and safety in their supply chain and restaurants.
Principal Offices
Our principal executive offices are located at 2451 Hongqiao Road, Changning District, Shanghai 200335, People’s
Republic of China. Our telephone number at this address is +86-21-3617-4886. Our registered office in the Cayman Islands
is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104,
Cayman Islands. Our agent for service of process in the United States is Law Debenture Corporate Services Inc., located at
801 2nd Avenue, Suite 403, New York, New York 10017.
B.
Business Overview
We have the strong direct sales channels coupled with an established membership program. We achieved more than
95.0% of franchised-and-managed hotels in our hotel network as early as 2013, and currently operate with 98.6% of
franchised-and-managed hotels in our network. Our pure play franchised model allows us to expand rapidly in an asset-
light manner and have brought us substantial financial performance in terms of profitability, return on investments and
success to its franchisees.
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As of December 31, 2021, our nationwide hotel network consisted of 4,659 hotels with 337,153 rooms in China,
covering all four centrally-administrated municipalities and 367 cities throughout all 31 provinces and autonomous regions
in China, as well as an additional 1,225 hotels that were contracted for or under development. We operate one of the fastest
growing hotel networks in China – from 2012 to 2021, we grew from 792 to 4,659 hotels at a CAGR of 21.8%. Rooted in
China’s hospitality market with the largest addressable market, we are well positioned as a market leader to capture the
robust momentum in China’s economic growth and growing consumer demand for value-for-money options. Our strong
presence in China’s thriving Tier 3 and lower cities also presents substantial expansion opportunities for a market leader
like us to capture the growth opportunities in China’s booming hospitality industry and further enhance our profitability.
Brands have paved the way for our continuous success. We have built a strong suite of well-recognized and diversified
brands, each with unique attributes and strengths to appeal to different consumer segments and franchisee needs, enabling
us to capture a wide spectrum of market opportunities. We started as an operator of mid-scale market brands – our first and
flagship brand, GreenTree Inns, caters to the needs of value-conscious business travelers and leisure travelers. Over the
past 16 years, GreenTree Inns has grown into a beloved Chinese household name that is synonymous with comfort, high
quality and affordability. Through organic development and acquisitions, we have since successfully rolled out a number of
brands in the luxury, mid-to-up-scale and economy to mid-scale market segments to capture the growth opportunities along
the industry value chain. Today, our brand portfolio has grown to comprise more than 20 brands, including (i) luxury brand
Argyle, which was acquired in 2019; (ii) mid-to-up-scale brands including GreenTree Eastern founded in 2012, Gem, Gya
and Vx brands founded in 2017, Deep Sleep Hotel, which was adopted from one of our franchisees in 2018, Ausotel brand,
also consolidated from Argyle in 2019, Urban Garden and others, which were acquired in 2019; and (iii) mid brands
including GreenTree Inns founded in 2004, GT Alliance founded in 2008, Vatica founded in 2013, GreenTree Apartment
founded in 2018, City 118 Selected and others consolidated from Urban Hotel Group in 2019; and (iv) economy brands
including Shell founded in 2016, City 118 and others which were consolidated from Urban Hotel Group in 2019.
Over the years, we have successfully forged an all-win ecosystem for our franchisees, guests and employees through a
highly effective and scalable franchise management system, a set of strong direct sales channels coupled with an
established membership program and a suite of state-of-the-art technologies and tools optimizing hotel operations and
enhancing guest experiences.
●
A highly effective and scalable franchise management system, which empowers our franchisees and enables us to
grow rapidly. This system effectively manages the full life cycle of a franchised hotel with a high degree of
standardization, and ensures quality service to be consistently delivered to our guests. Through our franchise
management system, we guide and hand-hold our franchisees every step of the process, starting from new project
initiation and planning, site selection, decoration, procurement, hotel opening preparation, daily operation, quality
inspection to hotel closure. Our strong and supportive franchise system enables our franchisees to generate highly
attractive investment returns, which we believe is both a strong attraction for potential franchisees and a strong
incentive for existing franchisees to open multiple hotels.
●
Strong direct sales channels coupled with an established membership program. We have successfully built up a
set of strong direct sales channels, and are able to sell a predominant proportion of our room night through our
strong direct sales channels comprising our website, mobile apps, WeChat mini-program and reservation
functions embedded in a number of popular apps. In 2021, we sold approximately 91.4% of our room nights
through our direct sales channels, while OTAs contributed approximately 8.6% of our room nights. We have also
accumulated a vast base of loyal individual members and corporate members. Our loyal individual members
increased with a CAGR of approximately 39.3% from approximately 1.8 million members as of December 31,
2010. As of December 31, 2021, we had approximately 1,850,000 corporate members and 69 million individual
members, who have registered with us and enjoy a range of different benefits, including discounts on room rates
and priority in making hotel reservations. In 2019, 2020 and 2021, our corporate members and loyal members
booked 73.9%, 75.1% and 72.9%, respectively, of room nights in our hotel network. Our strong direct sales
channels, coupled with an established membership program, effectively deliver large volumes of guests with
reduced sales and marketing expenses and enhance customer loyalty.
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49
●
A suite of state-of-the-art technologies and tools. We have developed an industry-leading, proprietary technology
infrastructure that optimizes franchisee operations, enhances customer experience, increases our management
efficiency, and supports our fast growth. We have developed a series of tools/technologies to improve the
efficiency of our internal operations, to support franchisee/hotel level operations, and to improve guest
satisfaction from booking until check-out.
Our Hotel Network
We provide guests at each of our different brands of hotels with conveniently-located, clean, comfortable and quality
accommodations at competitive prices. We cater primarily to the needs of value- and quality-conscious business travelers
and leisure travelers.
As of December 31, 2021, our overall hotel network consisted of 4,659 hotels with 337,153 rooms in operation
covering 367 cities in China, and an additional 1,225 hotels with 91,887 rooms that were contracted for or under
development. Out of those 1,225 hotels, 565 hotels were contracted for, and the remaining 660 hotels were under
development.
The following map depicts the geographic coverage of our hotel network as of December 31, 2021.
We expand into a new city if it meets our selection criteria, especially potential for economic growth, geographic
location and affordability of long-term rent. First, as a result of one of our strategies to build a dense network of hotels in
the most affluent regions in China with high growth potential, 40.1% of our hotels were located in the Greater Yangtze
River Delta region, while 10.5% of our hotels were located in Beijing/Tianjin/Hebei province as of December 31, 2021.
Within these regions, we select locations to achieve a balanced rental rate and RevPAR, thereby ensuring attractive
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50
returns for our franchisees. Secondly, we continuously penetrated into Tier 3 and lower cities to capture the robust growth
and growing consumer demand. As of December 31, 2021, 410 of our 4,659 hotels were located in Tier 1 cities (8.8%),
1,096 in Tier 2 cities (23.5%) and 3,153 in other cities (67.7%). Taking into account of the hotels under development as of
the same date, by December 31, 2021, the number of our hotels located in Tier 3 cities and lower cities will further increase
to 3,991 representing 67.8% of our total hotels in operation and under development. Furthermore, we will accelerate our
expansion into the mid-scale to luxury markets in central China, southeast China and southwest China. We will put
additional effort and build up flagship hotels for Tier 1 and Tier 2 cities with strategic positions around transportation hubs,
central business districts, or government centers in Tier 1 and Tier 2 cities.
The following table sets forth a breakdown by geographic locations of our hotels as of December 31, 2021.
Contracted
for or under
Development
Contracted
Franchised-
Leased-and-
Franchised-
Leased-and-
and-managed
operated
and- managed
Operated
City
Hotels
Hotels
Hotels
Hotels
Total
Shanghai Municipality and 61 cities in
486
4
106
0
596
Jiangsu, Zhejiang and Anhui Provinces
1,837
29
329
6
2,201
Beijing, Tianjin Municipalities and Hebei Province
2,270
33
774
10
3,087
Other cities
4,593
66
1,209
16
5,884
The following table sets forth a breakdown of locations of our hotels by Tier 1, Tier 2, Tier 3 and lower cities as of
December 31, 2021.
Contracted
for or under
Development
Contracted
Franchised-
Leased-and-
Franchised-
Leased-and-
and-managed
operated
and- managed
Operated
City
Hotels
Hotels
Hotels
Hotels
Total
Tier 1 cities
392
18
46
4
460
Tier 2 cities
1,061
35
327
10
1,433
Tier 3 and lower cities
3,140
13
836
2
3,991
Total
4,593
66
1,209
16
5,884
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51
The following table sets forth a breakdown of the number of our hotels in operation by operational model as of
December 31, 2021.
Number of
Number of
Average
Total
Hotels Opened
Hotels Opened
Number of
Typical
Number of
for Over Six
for Less than
Rooms per
Lease/Franchise
Hotels
Months
Six Months
Hotel
Term
Franchised-and-managed hotels
Argyle
33
28
5
190
10 – 20 years
GreenTree Eastern
196
155
41
107
10 – 20 years
Gem
43
36
7
89
10 – 20 years
Gya
59
44
15
84
10 – 20 years
Vx
74
46
28
88
10 – 20 years
Deep Sleep Hotel (无眠酒店)
4
3
1
71
10 – 20 years
Ausotel
16
12
4
122
10 – 20 years
Urban Garden and others*
99
79
20
58
10 – 20 years
GreenTree Inn
2,145
2,033
112
83
10 – 20 years
GT Alliance
506
467
39
71
10 – 20 years
GreenTree Apartment
15
14
1
66
10 – 20 years
Vatica
112
107
5
72
10 – 20 years
City 118 Selected and others*
120
114
6
49
10 – 20 years
Shell
650
582
68
43
5 years
City 118 and others*
521
502
19
46
5 – 20 years
Leased-and-operated hotels
GreenTree Eastern
8
7
1
152
10 – 20 years
Gem
3
3
-
112
10 – 20 years
Gya
3
3
-
106
10 – 20 years
Deep Sleep Hotel (无眠酒店)
5
5
-
107
10 – 20 years
Ausotel
2
2
-
66
10 – 20 years
GreenTree Inn
2
2
-
140
10 – 20 years
GreenTree Apartment
24
20
4
131
10 – 20 years
Urban Garden and others*
9
6
3
79
10 – 20 years
City 118 and others*
1
1
-
107
5 – 20 years
* Others include other brands in each segment of Urban.
Franchised-and-managed hotels. As of December 31, 2021, we had 4,593 franchised-and-managed hotels,
accounting for 98.6% of all of our hotels in operation. For our franchised-and-managed hotels, we license our relevant
brand to property owners, lessors or existing hotel operators who become our franchisees, and we give the franchisees the
right to use our brand name, logo, operating manuals and procedures. We generate revenue from collecting an initial
franchise fee and a percentage of revenue in each period without franchisees’ loss. Hotels under the franchised-and-
managed business model will be converted in accordance with our brand standard, including conforming the hotel property
to the standard design and layout of the corresponding brand offering under our supervision, becoming integrated into our
central reservation system and hotel management IT system, being staffed with well-trained general managers and other
managerial personnel and being included in our consumable goods procurement system. This conversion progress ensures
our ability to provide services of consistent quality to our hotel guests.
Our franchisees are responsible for the costs of developing and operating their hotels, including the costs of renovating
the hotels to meet our standards. We believe that the franchised-and-managed model has enabled us to expand our
geographical coverage and market share quickly and effectively with less capital and lower upfront investment. We
leverage the local knowledge and relationships of our franchisees in order to achieve success, while dedicating resources to
help them achieve good investment returns.
We aim to strengthen our leadership position and gain greater market share by attracting new franchisees while
encouraging our existing franchisees to expand their hotel business under our brand and management.
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52
Franchise Agreements and Cost Structure. Our franchise agreements typically carry terms of 10 to 20 years. Under
our typical franchise agreements, the franchisee is required to pay an initial one-time franchise fee of RMB150,000 to
RMB250,000, depending on the size of the property, a one-time system installation fee and a one-time project consultancy
fee, and recurring monthly franchise management fees of 3% to 5% of total revenue, which primarily consist of ongoing
management and service fees based on a certain percentage of room revenues, as well as system maintenance, reservation
fees to use our central reservation system and other support fees, including marketing fees to cover expenses associated
with marketing and media advertising. The initial fee and ongoing franchise management fee are intended to cover our
operating expenses, such as expenses incurred for purposes of business development, quality assurance, administrative
support and other franchise services and to provide us with operating profits. Pursuant to the typical franchise agreement,
we are entitled to terminate the franchise under a number of circumstances, including: franchisee insolvency or bankruptcy;
falsification of revenue by the franchisee; and unapproved transfer of the property by the franchisee. We may also
terminate a franchise agreement where the franchisee fails to cure any of the following conditions within 30 days: failure to
make necessary repairs; failure to maintain required insurance; operation of the hotel in violation of applicable laws and
regulations; and failure to pass periodic inspections made by us. Franchisees generally have the right to terminate the
franchise agreement in the event of our default in performing our obligations under the franchise agreement.
The fee and cost structure of our franchised-and-managed business model afford us opportunities to improve operating
results by increasing the number of franchised-and-managed hotel rooms, improving RevPAR performance and increasing
the effective franchise management fee rates of our franchise agreements. As a hotel franchisor, we derive our revenue
primarily from the various franchise fees described above.
Our revenue stream depends on the number of rooms in our franchise, revenues generated by our franchisees and
effective franchise management fee rates under our franchise agreements. We enjoy significant operating leverage by using
smart IT systems and effective organizational management structures, since the variable operating costs associated with our
franchise growth have historically been less than incremental franchise management fees generated from new franchisees.
Leased-and-operated Hotels. As of December 31, 2021, we had 66 leased-and-operated hotels, accounting for 1.4% of
all of our hotels then in operation. For all but three of our leased-and-operated hotels, we lease properties from property
owners or lessors and we are responsible for all costs of construction, ongoing maintenance and repairs in connection with
converting the property to conform to the standards of our brands and all hotel operating expenses. Rent is generally paid
on a quarterly or semiannual basis. Our typical lease term ranges from 10 to 20 years with an initial three- to six-month
rent-free period. Upon a lease’s expiry, we generally have the right to remove and dispose of any removable facilities,
equipment and appliances, while leasehold improvements and fixtures will be kept by the real estate owner or lessor. Our
leases typically contain a penalty for early termination that is equal to double the daily rent times the number of days
remaining on the lease. In addition, our lessors are typically required to notify us in advance if they intend to sell or dispose
of the subject property, in which case we have a preemptive right to purchase the property on conditions and terms
equivalent to those being offered by the lessor.
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53
Hotel Performance
The following table presents certain selected operating data as of and for the dates and periods indicated. Our revenues
have been and will continue to be significantly affected by these operating measures which are widely used in the
hospitality industry.
As of December 31,
2019
2020
2021
Total hotels in operation:
Franchised-and-managed hotels
3,923
4,300
4,593
Argyle
20
23
33
GreenTree Eastern
102
146
196
Gem
26
33
43
Gya
25
40
59
Vx
22
33
74
Deep Sleep Hotel
1
2
4
Ausotel
10
11
16
Urban Garden and others*
71
79
99
GreenTree Inns
1,991
2,143
2,145
GT Alliance
314
374
506
GreenTree Apartment
6
12
15
Vatica
121
121
112
City 118 Selected and others*
108
115
120
Shell
541
620
650
City 118 and others*
565
548
521
Leased-and-operated hotels
34
40
66
GreenTree Eastern
3
5
8
Gem
1
2
3
Gya
1
2
3
Vx
5
Deep Sleep Hotel
1
1
2
Ausotel
0
2
2
Urban Garden and others*
1
4
5
GreenTree Inns
22
20
24
GT Alliance
9
GreenTree Apartment
1
1
1
City 118 and others*
4
3
4
Total
3,957
4,340
4,659
Total rooms:
Franchised-and-managed hotels
285,736
310,447
330,089
Argyle
4,556
4,749
6,265.00
GreenTree Eastern
10,831
14,888
21,030.00
Gem
2,259
2,944
3,837.00
Gya
2,029
3,334
4,984.00
Vx
1,816
2,681
6,484.00
Deep Sleep Hotel
99
159
285
Ausotel
1,183
1,386
1,957.00
Urban Garden and others*
4,706
4,915
5,760.00
GreenTree Inns
168,626
178,922
176,340.00
GT Alliance
24,141
28,560
36,095.00
GreenTree Apartment
264
755
991
Vatica
8,907
8,749
8,115.00
City 118 Selected and others*
5,171
5,603
5,886.00
Shell
23,617
26,784
28,196.00
City 118 and others*
27,531
25,984
23,864.00
Leased-and-operated hotels
4,290
4,888
7,064
GreenTree Eastern
432
731
1,216.00
Gem
138
258
132
Gya
138
238
336
VX
318
Deep Sleep Hotel
62
62
537
Ausotel
—
280
537
Urban Garden and others*
123
427
280
GreenTree Inns
2,788
2,373
510
GT Alliance
707
GreenTree Apartment
69
107
107
City 118 and others*
540
412
412
Total
290,026
315,335
337,153
* Others include other brands in each segment of Urban.
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54
For the Year Ended December 31,
2019
2020
2021
Occupancy rate (as a percentage)(1)
Franchised-and-managed hotels
81.1 %
68.9 %
71.3 %
Argyle
54.8 %
38.3 %
37.7 %
GreenTree Eastern
74.4 %
68.5 %
69.2 %
Gem
67.2 %
64.9 %
64.0 %
Gya
56.8 %
66.6 %
71.0 %
Vx
67.6 %
68.4 %
67.9 %
Deep Sleep Hotel
51.5 %
44.7 %
55.1 %
Ausotel
59.6 %
44.7 %
48.6 %
Urban Garden and others*
54.3 %
50.6 %
54.8 %
GreenTree Inns
83.8 %
73.7 %
76.4 %
GT Alliance
76.6 %
66.1 %
70.0 %
GreenTree Apartment
48.9 %
50.8 %
48.4 %
Vatica
82.7 %
70.8 %
73.5 %
City 118 Selected and others*
57.6 %
54.5 %
58.2 %
Shell
77.7 %
71.6 %
74.8 %
City 118 and others*
50.8 %
46.3 %
48.8 %
Leased-and-operated hotels
66.1 %
57.8 %
63.4 %
GreenTree Eastern
52.8 %
48.1 %
53.3 %
Gem
58.1 %
57.8 %
66.9 %
Gya
82.3 %
55.8 %
66.3 %
Vx
62.1 %
Deep Sleep Hotel
78.7 %
65.8 %
61.7 %
Ausotel
72.1 %
58.6 %
Urban Garden and others*
56.1 %
51.9 %
52.0 %
GreenTree Inns
68.1 %
60.6 %
70.9 %
GT Alliance
66.1 %
GreenTree Apartment
57.4 %
71.8 %
89.5 %
City 118 and others*
71.8 %
55.8 %
51.2 %
Total hotels in operation
80.9 %
68.7 %
71.1 %
Average daily rate (in RMB)
Franchised-and-managed hotels
169
152
163
Argyle
310
239
278
GreenTree Eastern
223
195
209
Gem
186
180
192
Gya
204
195
203
Vx
178
175
190
Deep Sleep Hotel
179
168
225
Ausotel
338
287
322
Urban Garden and others*
159
161
165
GreenTree Inns
167
152
163
GT Alliance
172
148
146
GreenTree Apartment
149
149
127
Vatica
157
144
153
City 118 Selected and others*
134
133
139
Shell
141
129
137
City 118 and others*
123
123
128
Leased-and-operated hotels
211
179
213
GreenTree Eastern
259
216
247
Gem
240
197
245
Gya
247
220
262
Vx
272
Deep Sleep Hotel
242
237
272
Ausotel
259
225
Urban Garden and others*
205
214
264
GreenTree Inns
202
171
223
GT Alliance
189
GreenTree Apartment
175
71
113
City 118 and others*
133
121
141
Total hotels in operation
170
152
164
RevPAR (in RMB)
Franchised-and-managed hotels
137
105
116
Argyle
170
91
105
GreenTree Eastern
166
134
145
Gem
125
117
123
Gya
116
130
144
Vx
120
119
129
Deep Sleep Hotel
92
75
124
Ausotel
201
128
157
Urban Garden and others*
87
82
91
GreenTree Inns
140
112
125
GT Alliance
132
97
102
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55
GreenTree Apartment
73
76
62
Vatica
130
102
112
City 118 Selected and others*
63
73
81
Shell
109
93
103
City 118 and others*
63
57
63
Leased-and-operated hotels
140
104
135
GreenTree Eastern
137
104
131
Gem
139
114
164
Gya
203
123
173
Vx
169
Deep Sleep Hotel
190
156
139
Ausotel
187
155
Urban Garden and others*
115
111
116
GreenTree Inns
138
104
137
GT Alliance
125
GreenTree Apartment
101
51
101
City 118 and others*
96
68
72
Total hotels in operation
137
105
116
(1)
Based on number of available rooms.
* Others include other brands in each segment of Urban.
Our Brands
Number of hotels
contracted for
Number of hotels
or under
in operation
development
as of
as of
December 31,
December 31,
Brands
2021
2021
Luxury
Argyle
33
57
Business to Mid-to-up-scale
GreenTree Eastern
204
116
Gem, Gya and Vx
187
122
Deep Sleep Hotel
6
4
Ausotel
18
17
Urban Garden and others
104
88
Mid-scale
GreenTree Inns
2169
287
GT Alliance
515
98
GreenTree Apartment
16
32
Vatica
112
15
City 118 Selected and others
120
46
Economy
Shell
650
179
City 118 and others
525
164
Total
4,659
1,225
We launched the current business of operating and managing a multi-brand hotel group in 2004. Our main brand,
GreenTree Inns, caters to the needs of value-conscious business travelers and leisure travelers. We also offer GT Alliance
hotels that feature distinctive designs and furnishings from our GreenTree Inns brand. We launched our GreenTree Eastern
brand as our first hotel offering designed to provide a level of service commensurate with four-star hotels for quality-
conscious business travelers at mid-to-up-scale price points. Our mid-scale brand Vatica and economy brand Shell offer
vibrant accommodations suited to young professionals and travelers. We have expanded our brand portfolio in the mid-to-
up-scale segment, with Gem, Gya and Vx brands launched in 2017 and Deep Sleep brand in 2018, which complement the
diversity and style of our hospitality offerings. During the second half year of 2018, we started our GreenTree apartment
business. Hotel network ranging from stylish economy to luxury hotel brands were also consolidated into our portfolio with
the acquisition completion of Argyle and Urban in 2019.
GreenTree Eastern. Founded in 2012, our GreenTree Eastern brand of premium boutique hotels that are designed to
provide a level of service commensurate with four-star hotels to quality-conscious business travelers at mid-to-up-scale
price points. GreenTree Eastern hotels are generally located in busy commercial centers and urban high-tech zones, and
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56
are priced between RMB300 and RMB600 per room night. These hotels feature more customized room layouts, stylish
working spaces and healthy dining as well as beauty and health spas.
Gem. Founded in 2017, our Gem brand of hotels are mid-to-up-scale business hotels that are designed to be a calm and
unique heaven for business travelers. “Go with Me”, the Gem brand takes business travelers to a space with rich culture
and graceful taste. Our Gem branded hotels are priced between RMB280 and RMB350 per room night.
Gya. Founded in 2017, our Gya brand of hotels are mid-to-up-scale smart, fashionable and trendy hotels that are
designed to be a chic club that highlights individuality. A rendezvous with Gya hotels take travelers to a spiritual sanctuary
in the busy world. Our Gya branded hotels are priced between RMB280 and RMB350 per room night.
Vx. Founded in 2017, our Vx brand of hotels are mid-to-up-scale leisure hotels that combine youthful trends with
artistic interiors to allow each hotel to make a mark on the local culture scene. The colorful lobbies and artistic designs
create a “Very Relaxing” space for travelers at our Vx brand of hotels. Our Vx branded hotels are priced between RMB280
and RMB350 per room night.
Deep Sleep. Adopted from one of our franchisees in 2018, our Deep Sleep branded hotel is a mid-to-up-scale hotel that
provides comfortable, intimate, simple and stylish spaces to business travelers for “a deep sleep.” Our Deep Sleep branded
hotel is priced between RMB270 and RMB400 per room night.
GreenTree Inns. Founded in 2004 with our first hotel opened in Shanghai, GreenTree Inns is designed to provide a
level of service commensurate with three-star hotels and value to business and leisure travelers at mid-scale price points.
These hotels are typically located in areas close to major business and commercial districts, and are priced between
RMB180 and RMB400 per room night. These hotels feature spacious lobbies and our uniform GreenTree Inns decorative
style, and provide free high-speed Internet access, cable television, conference rooms, business centers and exercise
facilities. Most of our GreenTree Inns hotels provide food and beverage through onsite restaurants.
GT Alliance. Founded in 2008, our GT Alliance brand offers unique hotels in desirable locations to deliver
individualized experiences with distinctive decor and furnishings for our guests. GT Alliance hotels are typically designed
to provide a level of service commensurate with three-star hotels, and are priced between RMB150 and RMB400 per room
night. We provide GT Alliance branded hotels with our standard operating procedures and proprietary Property
Management System to help ensure a uniform quality of services for our guests. Most of the GT Alliance hotels provide
food and beverage through onsite restaurants.
GreenTree Apartment. Founded in 2018, our GreenTree Apartment is committed to providing medium and long term
apartment rental service for new urbanites, and expanding into the market with midscale economic products. GreenTree
Apartments are priced at more than RMB150 per room night.
Vatica. Founded in 2013, our Vatica brand of hotels offer oases of natural, environmentally conscious design elements
in urban settings to provide vibrant experiences for white-collar professionals and allow them to retreat to nature while in
the heart of the city. Vatica hotels are priced between RMB150 and RMB300 per room night. Vatica hotels promote green,
environmentally-friendly and low-carbon lifestyles with neat accommodations. These hotels feature modern, well-
appointed rooms and amenities with free 24-hour Internet access.
Shell. Founded in 2016, our Shell brand of hotels mixes fashionable designs and creative elements to host young
professionals, travelers and college students while in major urban centers along their journey. Shell branded hotels are
gaining popularity among youths in urban areas, and are priced between RMB99 and RMB260 per room night.
Argyle. In April 2019, Argyle was consolidated into our portfolio, with mid-to-up-scale and luxury brands, including
Argyle Grand Hotel, Argyle Boutique Hotel, Argyle Resort, Argyle Hotel, Ausotel and Ausotel Smart, Argyle Suit, ranging
from stylish business hotels to five-star luxury hotels, all showcasing the unique Australian lifestyle and flavors. The
majority of these properties are located in Southwest China. Strategically, Argyle’s highly distinguished brand portfolio and
geographic coverage are highly complementary to GreenTree’s business and expansion plans.
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57
Urban. In December 2019, Urban was consolidated into our portfolio, with nine distinct brands, including Han Hotel,
Urban Garden Hotel, City 118 Selected, and City 118, covering the economy segment to mid-to-up-scale segment, to
deliver a variety of superior business and leisure services to guests at fair prices.
Membership Program
Our GreenTree Reward Membership Program is a key element of our marketing efforts. We invite our guests to
participate in this customer loyalty program.
We have four tiers of membership — e-membership, regular membership, gold membership and platinum
membership. Other than basic-tier e-membership, a one-time membership fee is charged to join one of our three premium
tiers of regular, gold or platinum membership, for which we charge a fee of RMB30, RMB198 and RMB398, respectively.
Each membership must be used at least once during the period of two years following its last use, or the membership will
expire.
Different tiers of membership offer different benefits. Individual members and corporate members enjoy a range of
different benefits, including discounts on room rates, priority in making hotel reservations, and they accumulate
membership points for their paid stays. Membership points can be redeemed for membership upgrades, room night awards
and other gifts and products. The estimated incremental costs to provide gifts, membership upgrades and room night
awards are accrued and recorded as selling and marketing expenses in our consolidated statements of
. As individual members and corporate members redeem awards or their entitlements expire, the provision is reduced
correspondingly. We record estimated liabilities for points that are expected to be redeemed in the future, by estimating
points that will be forfeited based on historical data.
We have accumulated a strong base of loyal hotel guests, including over 1,850,000 corporate members and
approximately 69 million individual members as of December 31, 2021. In 2019, 2020 and 2021, our corporate members
and individual members book approximately 73.9%, 75.1% and 72.9%, respectively, of room nights in our hotel network.
In addition, approximately 68% of our individual members are between the ages of 20 and 40, which represents the
youthful core of our loyal guest community whose spending power is expected to grow in years to come. The following
table shows the breakdown of our membership by age:
Age Group
Age 21 to 30
28 %
Age 31 to 40
40 %
Age 41 to 50
22 %
Others
10 %
Our loyal membership program increases membership retention rate, enhances members’ loyalty and commitment to
our services and encourages individual members and corporate members to repeatedly use our central reservation system as
well as other membership services, substantially keeping our low dependence on third party reservation channels. In 2021,
we sold approximately 91.4% of our room nights through our direct sales channels, while OTAs contributed approximately
8.6% of our room nights. The extensive network of corporate members and individual members provides us with a stable
base of repeat guests, which is in turn an attractive marketing message to potential franchisees.
Hotel Development
We have adopted a systematic process with respect to the planning and execution of new development projects for our
franchised-and-managed and leased-and-operated hotels. When assessing potential franchising opportunities, we consider
and evaluate factors such as the quality of the prospective franchisee and consistency with our standards. The franchise
agreement must be based on our standard form and is processed through the same internal review procedure as our lease
agreements.
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Market and Hotel Selection Criteria
We seek franchised-and-managed or leased-and-operated properties that meet the following general market and
specific hotel criteria:
General Market Criteria. We follow a return-driven approach in selecting hotel locations. We focus on cities that are
approaching, or have already entered into, periods of significant economic growth. Such cities generally show growth in
certain business segments as measured by employment opportunities, population growth rates, tourism and convention
activities, air traffic volume, local commercial real estate occupancy, and retail sales volume. Cities that exhibit growth in
these areas typically have strong demand for hotel facilities and services. Cities which we target include provincial capitals,
national economic centers, special economic zones, urban tourist destinations and regional transportation hubs. As a result
of one of our strategies to build a dense network of hotels in the most affluent region in China with high growth potential,
40.1% of our hotels were located in the Greater Yangtze River Delta region, while 10.5% of our hotels were located in
Beijing/Tianjin/Hebei region as of December 31, 2021. Meanwhile, as China continues to develop its high-speed rail
networks and more enterprises move from coastal cities to inland cities, we are placing greater emphasis on expanding our
operations in Tier 3 and lower cities. We select locations that will help us achieve a balanced rental rate and RevPAR, many
of which are located in Tier 3 and lower cities, thereby ensuring more attractive returns for our franchisees. Furthermore,
we will accelerate our expansion into the mid-scale to luxury markets in Tier 1 and Tier 2 cities, where we also follow this
return-driven approach.
Specific Hotel Criteria. We seek to invest in hotels that are conveniently located near entertainment, shopping,
commercial, conference or tourist centers, universities, and mid-to-high-end residential areas. We also consider a hotel’s
proximity to local businesses, such as restaurants, banks, convenience stores, supermarkets and malls. Transportation is
another factor we consider, and we actively seek properties situated near major public transit, major thoroughfares or
intersections and airports. We believe that having our hotels located near both business and leisure centers enables us to
attract both weekday business travelers and weekend leisure travelers. We prefer certain building features including stand-
alone structures having a gross floor area of between 3,000 and 8,000 square meters, elevators, standard water, electricity
and telecommunications connections, and sufficient surrounding space to provide one parking space for every three to five
hotel rooms. We seek to develop and operate a full range of hotels, most of which have 80 to 120 guest rooms, which
include amenities such as a cafe, self-service laundry facilities, business center and conference rooms that are attractive to
key demand segments such as individual business and leisure travelers. We balance location, demand, property pricing and
rent to ensure low operating leverage ratio that enables attractive and sustainable returns to be achieved by the hotels.
For our leased-and-operated hotels, we require our development team and operations team to assess the potential
financial return of every proposed new hotel. We typically only develop hotels that exhibit a potential for achieving our
internal financial return objectives both in the near term and over the term of the lease agreement.
Hotel Development Team. Our hotel development team consisted of 161 members as of December 31, 2021, many of
whom have over two years of experience in real estate development and construction. As of the same date, our hotel
development team was led by 38 managers. Each regional manager has in-depth knowledge of the target markets in the
specific region, and draws on local knowledge to supervise the identification, evaluation and selection of suitable hotel
properties by our business development employees.
Franchised-and-Managed Hotel Development. For our franchised-and-managed hotels, we conduct research and
evaluation both on the hotel properties and on the qualifications of the potential franchisees. The hotel property research
criteria and procedures are the same for our franchised-and-managed model and our leased-and-operated model. When
evaluating a prospective franchisee, we review the franchisee’s financial records, credit history, indebtedness and
capitalization in order to ensure that the franchisee has sufficient resources to complete the property conversion and
develop the hotel to a fully operational status. We provide franchisees with our detailed design and construction manual.
We generally supervise the construction process and offer cost-savings suggestions. These measures assist franchisees in
refurbishing, renovating or constructing their properties after they join our brands and help them meet our brand
specifications. Before construction is completed, we carry out a series of pre-opening activities, such as inspecting the
quality of the converted property, identifying and appointing the general manager and other members of the hotel
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management team, and training hotel staff in anticipation of the hotel’s opening. After a franchise agreement is executed, it
typically takes between five and 12 months to open the subject hotel for business. Our business development team actively
participates in local hotel associations and industry conferences to expand our network, to become more familiar with local
markets and explore cooperation opportunities with potential franchisees. We also attract potential franchisees through
word-of-mouth referrals made by our existing franchisees, our marketing efforts, and the experience of guests satisfied
with our quality service.
Leased-and-Operated Hotel Development. While we focus on operating hotels under our franchised-and-managed
model, when we identify appropriate opportunities, we also directly operate selected hotels under our leased-and-operated
model. Our development team follows a structured and systematic process to evaluate, select and renovate properties for
our branded hotels. This process begins with a study of the suitability of a prospective new market, as applicable, in terms
of economic conditions, demographics, transportation infrastructure, city planning and development, and the availability of
existing hotel accommodations. After deciding to pursue opportunities in a particular city, our regional development team
commences a search of attractive properties within that market, taking into consideration a variety of factors, including
convenience of location and proximity to major business and leisure centers. In evaluating a potential site, our business
development team conducts an interview with the property owner, gathers information about the property, conducts a site
visit, takes pictures and prepares a preliminary report for the regional manager to assess the suitability of the location. If a
site passes this initial review process, our engineering department then carefully reviews blueprints, the layout and design
of the property, and prepares a conversion plan. Our legal department reviews any permits, authorizations, certificates, title
documents, lease agreements, mortgages or other legal documentation, as applicable, and assesses any legal risk. Our
operations department conducts further site visits to further assess the commercial viability of the location. Our business
development team then presents a final report to the regional manager which includes a financial forecast and construction
budget. If the final report is approved by the regional manager, our chief executive officer will review the report and make
a final decision. If our chief executive officer decides to proceed, then we enter into a memorandum of understanding with
the prospective property owner and proceed to negotiate the details of the final lease agreement, which also is subject to
comments and approval by our engineering, legal and operations departments.
Hotel Management
Our management team has accumulated significant experience with respect to the operation of economy hotels, mid-
scale hotels as well as mid-to-up-scale hotels. Building on this experience, our management team has developed a robust
operational platform for our domestic operations in China, implemented a rigorous budgeting process, and utilized our
information systems to monitor the performance of our hotels. Our hotels are managed by general managers trained by us.
General managers report to regional managers and are responsible primarily for the day-to-day operation of our hotels. The
regional managers oversee the operation of each hotel in the relevant regions and they also regularly visit the hotels and
supervise the marketing and promotion programs implemented by the general manager of the hotel. General managers are
involved early on in the process of constructing or converting a new property through the opening of the new hotel.
General managers, along with our quality inspection team, construction team and regional managers, are responsible for
implementing our standards for brand quality, handling personnel matters of hotel staff, maintaining proper financial
reports and records, overseeing procurement of hotel supplies to be purchased locally, and implementing marketing and
promotional programs. Each general manager serves as the primary contact point between our headquarters and every
hotel, and works closely with our corporate level departments in managing the performance of the hotels for which the
general manager is responsible.
Key features of our hotel management include the following:
Pricing. We set the room rates of our hotels based on a number of factors, including local market conditions with
reference to room rates set by our competitors, historical levels, recent occupancy levels and seasonal occupancy
fluctuations. As we primarily target individual business travelers and leisure travelers, the month in which the Chinese
New Year falls generally accounts for a lower portion of our annual revenues than other months, due to generally lower
occupancy rates. Our headquarters in Shanghai reviews and establishes standard room rates. Thanks to our updated revenue
management system, room rate changes can be approved automatically when the system is able to identify a rationale for a
room rate adjustment by studying big data in the market. Otherwise, an individual hotel will conduct a
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market study, and then send its proposed price change to our operation department and marketing department for approval,
generally within 24 hours. We regularly review room rates at each of our hotels under both franchised-and-managed and
leased-and-operated models and adjust rates based on occupancy levels, neighborhood market performance, historical
levels, seasonality, and reports from our general managers. We also negotiate contract rates with corporate members whose
employees regularly stay at our hotels.
Budgeting and Monitoring. Our finance and accounting personnel work with each hotel’s general manager to prepare
a detailed annual budget. Based on financial and operating data gathered by the Central Reservation System, or CRS, and
Property Management System, or PMS, for each given hotel, we make projections as to expected revenue, hotel operating
costs, expenditures on marketing, renovations or other property improvements. Our centralized monitoring function also
tracks trends in operating or financial performance, in particular with respect to occupancy rates, average daily rates and
RevPAR, and shares this information and analyses with the hotel’s general manager so that appropriate strategies may be
formulated in response to the data.
Quality Assurance. The quality and consistency of our hotels and accommodations are the keys to maintaining the
integrity and attractiveness of our brands. Our management plays a central role in assuring that the quality standards of our
brands are implemented uniformly across our hotel network. Regional managers and the general managers are responsible
for supervising various aspects of the operation of our hotels, including hotel maintenance and renovation, restaurant
service, housekeeping and customer service, to help ensure that our rigorous quality standards are maintained. Our quality
inspection department dispatches teams to conduct both scheduled and unannounced evaluations of each of our hotels, and
notifies the hotel’s general manager of any repairs, maintenance work or upgrades that need to be conducted. Our quality
inspection department also regularly reviews and updates our quality standards and oversees their implementation in each
of our hotels.
Flexible and Cost-effective Procurement. We have a flexible procurement system that enables us to obtain the best
pricing available for the quality of goods sourced for our hotels and to minimize operating expenses. We maintain a list of
approved suppliers for goods used in our hotels which display any of our logos or brands. As a leading hotel network in
China, we have significant leverage in price negotiations with our suppliers and enjoy cost savings by purchasing in bulk,
which cost savings we pass on to franchisees directly. Franchisees are encouraged to negotiate favorable delivery prices
directly with these suppliers. Franchisees are also encouraged to recommend quality suppliers to us that meet our stringent
standards, including as to quality, price, delivery and maintenance services, and that can be approved by our central
purchasing department. For other goods that do not display our logos or brands, franchisees can opt to use either one of our
approved suppliers or other suppliers as long as they can meet our standards. Franchisees can procure the high-quality
amenities and hotel consumables at favorable prices and terms and settle directly with the vendors via 168 Mall, which
partially serves as a procurement facilitation platform, where a group of qualified vendors we have screened and selected
over the years are able to list their products and market to franchisees directly. We believe this approach helps distinguish
our brands, defines the style of our hotels and ensures quality and consistent experience for our guests.
Franchisee Services. We provide dedicated support to our franchisees to assist them in addressing any issues that may
require the expertise of our various departments. We coordinate with our construction, engineering, procurement,
information technology and other departments to help answer questions or troubleshoot problems which a franchisee brings
to us. Our franchisee services department provides an alternative channel, in addition to the hotel general manager, for our
franchisees to seek assistance. We believe that this service underscores our commitment to our service-oriented culture and
strengthens the relationships we have with our franchisees.
KOSMOS University and e-Learning Program. KOSMOS University, formerly known as GreenTree Academy
formed in 2006, is our internal hotel management school. Each of our general manager candidates is required to complete a
two-month training program through the KOSMOS University. The first stage of this training program is one-month
classroom study, and the second stage is one month of on-site training conducted at one of our hotels. The one-month
classroom study features live lectures covering hotel operation and management skills. The one-month on-site training
provides our general manager candidates with an opportunity to apply all of the skills they have learned and to gain a better
understanding of our GreenTree Inns standards our guest-focused and our service-oriented philosophy. Trainers and
professors for our KOSMOS University are invited from our own senior management team and outside professionals in the
hospitality industry. In addition to cultivating our general manager candidates, our KOSMOS
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University also is responsible for delivering training to our new hotel employees and regional general managers, each
course program with different focuses. Our KOSMOS University supervises and assists the general manager of each hotel
to conduct weekly training for hotel employees at various levels. The KOSMOS University coordinates to compile and
disseminate training materials, monitors progress and assesses training results. We currently have 32 dedicated staff to
organize and coordinate the training activities delivered by the KOSMOS University. In addition, we also have an e-
Learning Program in place through which all training materials are organized and uploaded to our internal website.
Through our e-Learning Program, all valuable knowledge and experience are preserved and accumulated and can be
broadly shared and conveniently referred to by our employees. In order to be granted a promotion, hotel employees either
on our payroll or the payrolls of our franchisees need to complete certain KOSMOS University and/or e-Learning Program
modules and pass exams relevant to their desired job role.
Hotel Information and Operational Systems
Our proprietary information and operational systems, which compiles information from all of our hotels with our
operational systems, is a key tool that allows us to track occupancy levels, average daily rate, RevPAR, net operating
income and other important operational data and performance indicators for each of our hotels and operating divisions.
These systems facilitate the storage, processing and analysis of large amounts of data, which we use to improve our cost-
efficiency, to allocate managerial and marketing resources more effectively, to analyze the impact of our marketing and
promotional campaigns and set prices levels to maximize RevPAR. By centralizing and organizing our operations and
financial data, our information and operational systems enable us to respond promptly and effectively to business trends in
specific hotels or localities. We believe that centralizing our information and operational systems and providing our
franchisees with ongoing access to these systems and information also helps our franchisees to operate more profitably,
enhancing our ability to retain existing franchisees and attract new franchisees with operation efficiency and cost-
efficiency.
Our principal hotel information and operational systems comprise the following:
Technologies for internal operations. We consistently look into how our employees interact with technologies and
have adapted to the needs of the modern workforce. As early as 2014, we developed and launched a suite of innovative
tools that digitize every key aspect of our frontline employees’ daily routines. This set of tools modernizes the traditional
handwritten logs for frontline employees, and thereby increases the speed and efficiency of our entire business process,
from the moment when a new hotel project is signed, to our construction or conversion, daily operations and quality
assurance.
“GreenTree Aide”
“GreenTree Aide” is a dedicated app that assists with and digitizes a hotel’s daily operations as well as links hotels’
operation data to our franchisees. We are a pioneer in the hospitality industry in China to realize the real-time interaction
between operating activities and our franchisees. The app is self-developed by us to ensure the efficiency, safety and
stability of our daily operation, and has a number of functions, including monitoring the regional managers’ work,
managing the hotel managers’ work and providing real-time information to our franchisees. GreenTree Aide creates,
assigns, prioritizes and monitors individual and group tasks and keeps track of all aspects of a hotel’s daily operations in
the following respects.
For the hotel’s daily operations and sales tasks, hotel regional manager teams use this app to record their patrol plans,
highlight the hotel’s problems inspected by them in each hotel and track the solving process of each problem. A hotel
manager uses this app in its daily management operations, including reporting assigned work, conducting hotel
procurement, proposing digital contracts, adjusting room rates and other revenue management measures. In 2017, we
further upgraded the function as a dashboard for the housekeeping team to mark clean and dirty rooms. The housekeeping
team uses this app to identify and manage daily room maintenance needs and increase housekeeping efficiency with instant
updates on housekeeping mobile devices when customers check out, freeing up rooms for cleaning. In addition, our
franchisees are able to use this app to monitor the key hotel operating data, compare the performance of our adjacent peers
and ensure guest satisfaction. The franchisees also use this app to receive notifications and alerts from us, including hotel
promotions and advertisements.
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DPMS
DPMS, or development process management system, streamlines and digitizes the franchise sales process, including
prospecting, e-proposals, digital contracts, workflows and reporting. Linked directly to the management information
system (which is further elaborated below), the DPMS is designed to increase conversion rates and improve sales
performance.
PPMS
PPMS, or project process management system, is designed to assist our maintenance and engineering department to
maintain a clear overview of the construction/conversion progress of hotels and all routine inspections and repairs.
QPMS
QPMS, or quality process management system, is dedicated to our quality inspection activities. The quality control
personnel through QPMS have access to our quality standards and a set of check forms when conducting inspections. After
inspections are completed, QPMS automatically generates an inspection report and notifies the hotel managers of any
repairs, maintenance work or upgrades that need to be conducted.
Financial and Accounting System. Our financial and accounting system is used both by employees in our financial
and accounting department at our headquarters and at the local hotel level. Our financial and accounting system manages
our accounts receivable, accounts payable, expenses tracking, bookkeeping, taxation and other services both for our
franchisees and us.
We vigilantly protect our information and operational systems. We use redundant power systems and Internet access to
ensure that our guests can continually access our website, even in the event of a power outage at our main data center or a
disruption in the connection between our PMS and our hotels. All of our servers are equipped with uninterrupted power
supplies, and are supported by backup power generators as well as redundant file systems to help ensure the continuous
availability of our data. We also regularly back up our data to minimize any potential impact of data loss due to system
failure.
We have upgraded the infrastructure of our information and operational systems. These upgrades enable us to rapidly
develop our business by increasing the number of hotels in our network. Our data center can support a large number of
guests simultaneously accessing our mobile applications and website hotel reservations systems.
We also are improving the security of our IT systems, which includes developing the security of our office networks,
our internal virtual private network and our guests’ access to our networks.
In addition, we have enabled greater accessibility to our internal systems by our employees through the addition of e-
Meetings as well as e-Human Resources, or e-HR, and e-Learning systems.
e-HR system. Our e-HR system enables comprehensive tracking of the organizational and personnel information of
our company. Through this system our HR department is able to dynamically manage information about our employees and
more efficiently administer standard programs as to wages, welfare benefits, work attendance, vacations and performance.
Such data are securely stored on the system and allow our HR department to supervise the training and development of our
personnel.
e-Learning system. Our e-Learning system offers modular, video-based programs to all employees of our company.
This system enables personnel to acquire professional knowledge and complete courses in which they are interested at their
own pace in order to develop skills and advance their careers. The content and materials for each course module are
developed and produced by our internal hotel management school, KOSMOS University team. Each course module is only
5-10 minutes in length for condensed, convenient learning. Additionally, the KOSMOS University formulates learning
plans for different job positions on a regular basis to help clarify and assist staff with planning their vocational
development so they can enhance their existing skills. Recognizing that hospitality is a career choice for professionals,
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we train most of our key hotel employees, including hotel managers and the “GreenTree Quintet”- front office managers,
sales managers, financial managers, guest services managers and hotel manager assistants.
e-Meeting system. Our e-Meeting system supports routine management and training activities of our company by
increasing efficiency of inter-departmental meetings and by facilitating remote working arrangements outside normal
business hours. This system also enables the operations department to provide remote online management training to hotel
managers, staff and franchisees on a weekly basis, helping to make our operations and management practices more
efficient and consistent.
Technologies for franchisee support
We have developed our proprietary and scalable technology infrastructure with modules covering every key aspect of
hotel operation to assist and empower our franchisees, improve their efficiency and maximize their value.
Central Reservation System (CRS)
Our central reservation system, or CRS, is our primary information collection and distribution platform, which is
operated by our team of IT specialists based in Shanghai. Our hotel rooms may be reserved through multiple channels,
including our reservation mobile applications and website, our 24-hour toll-free call center, our WeChat mini-program,
each hotel’s front desk, as well as third-party hotel reservation agents and OTAs such as Meituan, eLong, Qunar, Alitrip,
Booking, Expedia and Agoda. A predominant proportion of our room night sales was generated from our strong direct
sales channels comprising our website and mobile app. In 2019, 2020 and 2021, approximately 93% of the room nights in
our hotel network were sold through our direct sales channels, while OTAs contributed approximately 7% of our room
nights.
Information about reservation at our hotels is gathered and processed by the CRS and connected and distributed back
to each of the multiple reservation channels in real-time. Through our CRS, we can monitor, on a real-time basis, the
availability of each hotel room. Real-time and detailed hotel room reservation information enables us to maximize the
efficient use of our rooms. In addition, the CRS is responsible for managing the information of our strong membership
program, where it records and analyzes members’ personal information, membership points, visit history and feedback,
based on which we and our franchisees are able to effectively gather, analyze and make use of such proprietary customer
behavior and transaction data to generate actionable insights to perform precision marketing, improve service quality and
enhance overall customer lifecycle management.
To maximize convenience and further enhance our customers’ satisfaction, we are committed to improving the
functionality of our mobile app on an ongoing basis so that customers can make advance bookings for rooms based on their
desired room style, conferences, check-in and check-out, as well as place orders for food and beverages.
Property Management System (PMS)
We have launched a cloud-based property management system, or PMS. Unlike onsite-PMSs, which require
significant upfront hardware investment and are costly and time-consuming to upgrade, our cloud-based PMS is highly
scalable and enables the simultaneous launch of new services across all hotels, which helps us further expand and grow our
franchisee network rapidly.
Our PMS houses all administrative tools a franchisee’s hotel managers and front desk staff need to manage every
hotel’s daily business operations, including hotel room management, budget management and membership management.
Each franchisee hotel is equipped with the PMS server and, based on financial and operating data collected by the PMS,
our franchisees can make projections for each given hotel as to expected revenue, hotel operating costs, expenditures on
marketing, renovations or other property improvements. The PMS is further synchronized with the CRS to facilitate access
to our members’ information. The PMS enables us to monitor the operations of each hotel in our network and to regularly
obtain fundamental business data for analysis by our management.
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Management information system (MIS)
We have launched a proprietary management information system, or MIS system, which serves as the backbone of our
technology and IT infrastructure and is applied in all aspects of our business operations. MIS effectively manages the full
cycle of our franchisee hotels, starting from new project initiation and planning, construction or conversion of a new
property, hotel opening, procurement, daily operations, quality control to hotel closure. Throughout the process, the MIS
collects, monitors and analyzes various key operational and financial data and provides a series of data-driven optimization
strategies and recommendations. The MIS compiles information from the CRS and PMS to establish a database and
extracts data based on the needs of our management. The MIS system enables us and our franchisees to generate useful
insights from and conduct in-depth analyses of the vast amount of data gleaned from our daily operations, and assists the
management in formulating and optimizing hotel operations with agility and confidence in the face of increasing business
and time pressure, as well as increasing complexity of guest services. These operational reports, in turn, enable our regional
managers to monitor the performance of hotels in a given region, and nationwide hotel data compilations, statistical reports
and comparison analyses facilitate strategic and tactical decision-making by its management.
In addition, the MIS helps our hotel management ascertain certain factors contributing to our operational statistics,
helps provide advance warning of potential problems and aids with their correction. Hotel general managers and regional
managers use data provided by the MIS to refine and improve hotel performance and respond to market changes at the
local level in a timely manner. The MIS also helps evaluate the performance of each of our hotel general managers and
regional managers.
Technologies for guest services
We have developed a full suite of hotel-level digital transformation initiatives to improve guest satisfaction in every
step of customer interactions, from check-in to check-out.
Self-serve initiatives
We have launched our user-friendly, self-check-in/out services in our app to shorten both customers and front-desk
staff’s time. We also launched a self-serve room selection function on our apps, where guests are able to access a hotel’s
floor plan and room layout and choose a room with their preferred floor level, view, proximity to elevators, and potential
nearby noise sources. In September 2018, we launched a self-serve stay extension function on our apps and website, which
effectively reduces our staff-to-room ratio.
Robot assistants
The use of robot assistants in our hotels is intended to attract guests, especially young professionals and travelers.
These AI-powered smart robots can move around the entire hotel to make deliveries of snacks, toiletries and other hotel
amenities, greet guests and lead them to their rooms, improving both the hotel’s operating efficiency and guest experience.
One-click Wi-Fi access
One-click Wi-Fi access has been rolled out to our customers for convenience purposes, where guests can authenticate
their identity and easily access a hotel’s Wi-Fi network without the need of inputting passwords.
IoT enabled guest rooms
IoT technologies to our hotel rooms can enhance quality of guests’ stays. Our IoT enabled guest rooms to allow guests
to control the room temperature, lights, window shades and provide room cleaning service, wake-up call service and hotel
check-out appointment as well as requesting electronic invoices through their mobile phones or other room facilities.
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Internet Service System
Our Internet Service System consists of our website (www.998.com), our mobile apps for smartphones running iOS,
Android or other operating systems, and our WeChat mini-program for the purpose of reserving rooms. The system
provides our members and the general public with convenient, friendly and updated services, including information and
search services for our hotels, such as location, amenities and pricing, reservation services, online payment and online
room selection functions, membership registration and management and corporate member services.
Sales and Marketing
Franchisees
We intend to continue expanding our hotel network primarily through our franchised-and-managed model. Our
business development team utilizes our brand names and our national presence to engage with potential franchisees and to
compete with other economy and mid-scale hotel networks. We aim to share our business philosophy with potential
franchisees and emphasize the consistency of our services. We emphasize the benefits of affiliating with our brands, our
commitment to improving hotel profitability, our proprietary operations system, our training and support program and our
extensive network of corporate members and individual members. Our objective is to grow our franchise base by
continuing to promote our brands. We also encourage franchisees to operate multiple hotels under our brand by offering
volume discounts on franchise management fees to franchisees who open multiple hotels under our brand within a certain
period of time. We do not, however, encourage franchisees to open too many hotels simultaneously to ensure that their
existing hotel operations receive due attention and that our guests enjoy the consistent quality services they deserve. As of
December 31, 2021, we had 353 franchisees who repeatedly opened hotels with a total number of 846 hotels under our
brands. When we spot new hotel development opportunities, we offer these prime opportunities to existing franchisees,
developers of hotels, owners of independent hotels and motels, and owners of hotels affiliated with other economy and
mid-scale hotel chains on a priority basis. We believe that this practice will enhance trust between us and existing and
potential franchisees and may effectively increase our ability to convert such development opportunities into hotels under
our franchised-and-managed model.
Guests
Our guest sales and marketing efforts target individual business and leisure travelers. Despite our growing number of
international guests, our guests are primarily PRC citizens, approximately 96.4% of our guests were intra-Asia travelers.
Our marketing and advertising efforts also include outdoor advertisements such as billboards and signs, advertisements and
materials at our hotels, promotional materials sent to our members, television, Internet and radio advertising, advertising on
high-speed rail networks, print advertising in consumer media and at promotional events, special holiday promotions, co-
marketing activities, and cooperation with popular Internet social platforms. The focus of our marketing and advertising
programs is to promote the core characteristics of our brands — comfort, quality, value and convenience. Our advertising
campaigns encourage consumers to “just experience” our hotels and to contact us directly. Furthermore, by integrating with
food and beverage’s joint customer loyalty programs, we benefited from the attraction of these chain restaurants, and
providing our individual members with more options to redeem their membership points for food. We continued to roll out
our food and beverage concept by branding food and beverage services into our hotels to turn them into profit centers and
attract additional guests to our hotels. Regarding marketing, we are formulating joint marketing programs with several
banks to attract local corporate clients and high-value business travelers.
Our Investments
Yibon
In April 2017, we purchased 30% of the equity interest in Yibon Hotel Group Co., Ltd., or Yibon, together with a
group of investors that are not related to us. Yibon is a hotel operator focusing on the economy hotel segment in China. As
of December 31, 2021, Yibon had 650 hotels with 35,112 rooms and 223 hotels in the pipeline with 12,904 rooms planned.
In 2021, Yibon recorded a net loss, partially due to the impact of COVID-19. Furthermore, holders of 70% of
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equity interest in Yibon Hotel Group Co., Ltd., or Yibon, have the right to exchange their equity interest in Yibon into our
shares within a certain period after Yibon delivered a consolidated financial report for the year of 2019 audited by “big
four” accounting firm in accordance with a formula using Yibon’s net profit achieved in the year of 2019 as calculation
basis. Yibon recorded a net loss in 2019, and such holders were unable to exchange for our shares based on Yibon’s
financial results of 2019. Besides, we have an option to require the original shareholder to redeem the 30% investment.
Gingko
In January 2019, we invested approximately US$5.2 million to acquire 27,776,000 ordinary shares in the initial public
offering of China Gingko Education Group Company Limited, or Gingko, on The Stock Exchange of Hong Kong Limited.
In January 2019, we further invested US$2.5 million to acquire 13,560,000 additional ordinary shares in Gingko. Gingko is
a pioneer in developing and providing higher education services for the hospitality industry in China. With nearly 10,000
students on campus, Gingko is currently ranked as China’s number one hospitality university by the “Gaosan Web
Association,” an authoritative website with introductions to and rankings of universities in China. We believe this
transaction will help cultivate, develop and enhance professional talents for our company, as well as for China’s hospitality
industry generally.
Argyle
In April 2019, we consolidated Argyle. As a hotel operator focusing on stylish business hotels to five-star luxury
hotels, Argyle’s series of brands all showcase unique Australian life style and flavors. The majority of these properties are
located in Southwestern China. Its increase in selling and marketing expenses resulted from expansion of business
development team, on-line advertising, participation in exhibitions, for the purpose of fast expanding its hotel network.
During 2021, Argyle recorded a net loss, primarily due to the impact of COVID-19.
Urban
In December 2019, we consolidated Urban with nine distinct brands covering economic segment to mid-to-up-scale
segment. It has built a strong suite of brands with broad geographic coverage in China to deliver a variety of superior
business and leisure services to guests at fair price. Strategically, Urban’s strong brand portfolio and geographic coverage
in China are highly complementary to GreenTree’s business and expansion plans.
Employees
We had 2,657, 2,565 and 2,892 employees as of December 31, 2019, 2020 and 2021, respectively. None of our
employees is represented by a labor union. As of December 31, 2021, out of our 2,892employees, 917 were leased-and-
operated hotel-based staff, 1,178 were franchised-and-managed hotel-based staff, 161 were investment and development
staff, 157 were regional manager/operations staff, 22 were quality control staff, 20were central reservation center staff, 32
were KOSMOS University training staff and 405 were working at our headquarters offices. We believe that our employees
are our company’s greatest resource and that developing and retaining a team of capable and motivated staff is critical to
our success. We aim to hire managerial employees who possess backgrounds and experience in the hospitality industry and
other services industries having an emphasis on addressing customers’ needs. We also recruit top graduates from highly-
ranked universities that offer courses of study in hotel management. We require our employees to have at least a two-year
associate’s degree. We aim to recruit, train and retain the best talent through a disciplined recruiting and training process
while offering competitive performance-linked and KPI-driven career advancement and development opportunities.
General Managers
To help ensure that our franchised-and-managed hotels provide high-quality service on a consistent basis, our general
managers and certain other managerial employees of our franchised-and-managed hotels are trained and dispatched by us.
Pursuant to the franchise-and-management agreements, the Group charges the franchisees fixed hotel manager fees to
compensate the Group for the franchised-and-managed hotel managers’ salaries, social welfare benefits
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and certain other out-of-pocket expenses as incurred. The hotel manager fee is recognized as revenue on a monthly basis.
In addition to the standard compensation, our franchisees also are permitted to offer performance-based compensation to
managers of their locations. Several factors are considered in evaluating our general managers such as financial
performance of the hotel for which the general manager is responsible, guest satisfaction, employee satisfaction, results of
the hotel’s periodic quality inspections and results of the general manager’s training programs and annual examinations.
Employees of Franchised-and-Managed Hotels
At our franchised-and-managed hotels, aside from our general managers, we do not employ hotel employees and we
therefore are not responsible for compensating local employees, which functions are undertaken by the franchisee.
However, to help ensure that our franchised-and-managed hotels provide high-quality service on a consistent basis, we
have in place both mandatory and optional training programs designed for employees of our franchised-and-managed
hotels. These training programs provide quality monitoring assistance and comprehensive training on various aspects of
hotel operations. With our franchisees’ permission, we also offer promotions to hotel employees, opportunities to join our
company and transition to other roles within our network, based on demonstrated job performance as well as satisfactory
completion of mandatory training programs and passing examinations. We also encourage our franchisees to follow our
employment practices since we believe that these practices will help employees of our franchised-and-managed hotels
improve productivity, increase job satisfaction, and feel a similar sense of ownership loyalty to us and our brands.
Employees of Leased-and-Operated Hotels
As of December 31, 2021, we had 917 employees working for our leased-and-operated hotels. Two to three months in
advance of a hotel’s opening, all of the hotel’s employees are required to complete formal training under the supervision of
the hotel’s general manager and our human resources department. KOSMOS University staff and our regional managers
will conduct an inspection of the hotel’s quality after the conclusion of the training. For general managers, we have an
additional two-month program to give them experience in each of our departments on a rotating basis to get further
training. Some of these new hires will be selected and promoted to the position of duty manager, and outstanding trainees
will quickly be promoted to the position of general manager. We have found this training program to be effective in
initiating and motivating our new hires.
Competition
China’s hospitality industry is fragmented, highly competitive and ripe for consolidation, especially among branded
hotel chains. We compete with other branded and stand-alone hotels for guests in each of the markets where we operate.
Different brands in the hospitality industry compete primarily on the basis of room rates, quality of accommodations, brand
name recognition, convenience of location, geographic coverage, quality and range of services provided, guest amenities
and membership benefits. We compete mainly with other hotel groups as well as various stand-alone lodging facilities in
each of the markets in which we operate, including brands such as Jinjiang, Ji Hotel, Home Inns, 7 Days Inn, Hanting,
Super 8 and international hotel brands. We also face competition from serviced apartments.
Intellectual Property
Our brand, trade names, trademarks, trade secrets and other intellectual property rights distinguish our technology
platforms, services and products from those of our competitors. Our intellectual property contributes to our competitive
advantage in the economy and mid-scale hotel segments of China’s hospitality industry. To protect our brand and other of
our intellectual property rights, we rely on a combination of trademark, trade secret and copyright laws. We also impose
confidentiality obligations on our employees, contractors and other persons who provide services to our company. As of
December 31, 2021, we had a total of 552 trademarks, 74 software registration certificates and one copyright registered in
China. The expiration dates of our trademarks fall between 2022 and 2032, including “GreenTree Inn.” Once the ten-year
term of our registered trademarks has expired, we will be able to renew our trademark registrations for another ten years
upon paying a renewal fee. We have registered our domain names, including 998.com, greentree.cn, greentree.com.cn and
others, with the Internet Corporation for Assigned Names and Numbers, or ICANN.
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Our efforts to protect our intellectual property rights may not be adequate, and third parties may infringe on or
misappropriate our rights. If others are able to copy and use our proprietary information and operational systems and other
proprietary technology platforms of ours without spending time and resources to develop their own, we may not be able to
maintain or improve our competitive position. Furthermore, the application and interpretation of laws governing
intellectual property rights in China is uncertain and evolving and could involve substantial risks to us. If litigation is
necessary to enforce our intellectual property rights, or to determine the scope of the proprietary rights of others, we may
have to incur substantial costs or divert other resources which could harm our business and prospects. See “Item 3. Key
Information — D. Risk Factors — Risks Related to Our Business — Any failure to protect our trademarks and other
intellectual property rights could negatively impact our business.”
Insurance
We believe that our hotels are covered by adequate property, equipment liability and money insurance policies with
coverage features and insured limits that we believe are customary for similar companies in China. We also require our
franchisees to carry adequate property, equipment liability and money insurance policies. We carry property insurance that
covers the assets that we own at our hotels. Although we require our franchisees to carry customary insurance policies, we
cannot guarantee that they will adhere to this requirement and actually purchase such policies. If we were held liable for
amounts and claims exceeding the limits of our insurance coverage, or outside the scope of such coverage, our business,
financial condition and results of operations may be materially and adversely affected. See “Item 3. Key Information — D.
Risk Factors — Risks Related to Our Business — We have limited insurance coverage.”
Properties and Facilities
Our headquarters are located in Shanghai, China, where we lease approximately 9,396 square meters of office space.
Owned Properties
As of December 31, 2021, we owned eleven hotel properties having an aggregate gross floor area of 92,360 square
meters. For more detailed information about the locations of our hotels, see “— Our Hotel Network.”
Leased Properties
As of December 31, 2021, we had leased a total of 66 properties, with 63 properties for hotel operations and three
properties for other uses, such as headquarters and office premises. The gross floor area of our leased properties ranges
from approximately 120 square meters to 46,176square meters.
Legal Proceedings
We have been subject to legal proceedings, investigations and claims incidental to the conduct of our business from
time to time, including actions relating to among others property lease, franchise agreements with our franchisees,
infringement of our brand, employment-related disputes, personal injury, property damage or other harm resulting from
acts or omissions by individuals or entities outside of our control, including franchisees and third-party property owners.
Various disputes in connection with the properties we lease or with the franchise agreements may occur from time to time,
which may cause our hotel operations to be affected or terminated in the worst-case scenario. As of December 31, 2021, we
had 43 pending legal proceedings in connection with the franchised-and-managed hotels. We are the plaintiff in most of
these cases. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business — We are subject to risks
related to litigation filed by or against us, and adverse litigation results may harm our business and financial condition.”
Except as otherwise disclosed in this annual report, we are not currently a party to, nor are we aware of, any legal
proceeding, investigation or claim which, in the opinion of our management, is, individually or in the aggregate, likely to
have a material adverse effect on our business, financial condition or results of operations.
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We have not set aside a reserve fund for litigation its which we are the defendant, because we believe that we are not
likely to lose such litigation, or that if we were to lose such litigation, such loss would not have a material effect on our
financial condition and results of operations.
Corporate Social Responsibility: Environmental Impact
We are committed to saving more energy and cost by recommending more energy-saving household electrical
appliances produced by several leading manufacturers with higher energy standards to our hotels. Getting more energy
saved even through reasonable layout and location of these appliances with the help of our Engineering Department staff.
What’s more, in order to reduce environmental impact and reduce unnecessary waste of environmental resources, we have
been upgrading the disposable items used in our hotels, such as slippers, toothbrushes, and combs, to environmentally
friendly ones.
To pay back to society, we prefer to purchase and recommend social welfare products, including washing-up products
from certain chemical factories with most of their workers being hearing impaired, to contribute to the social integration of
the disabled. During the period of college entrance examination each year, we call for our hotels to join the “preferential
leisure room for college entrance examination” to provide cheer for college entrance examination students.
Regulatory Matters
This following is a summary of the material laws and regulations or requirements that affect our business activities in
China or the rights of our shareholders to receive dividends and other distributions from us.
The hotel industry in China is subject to a number of laws and regulations, including laws and regulations relating
specifically to hotel operation and management and commercial franchising, as well as those relating to environmental and
consumer protection. As with other industries in China, regulations governing the hotel industry in China are still
developing and evolving and might be amended, upgraded or re-enacted from time to time. As a result, when any
prevailing regulations are amended or upgraded, the hotel industry may be required to meet new or stricter standards,
criteria or requirements. This section summarizes the principal PRC regulations currently relevant to our business and
operations.
Regulations on Foreign Ownership
The Foreign Investment Law of the PRC enacted by the National People’s Congress, or the NPC, on March 15, 2019,
and the Regulations for Implementation of the Foreign Investment Law of the People’s Republic of China, or the
Implementation Regulations, promulgated by the State Council, both of which became effective on January 1, 2020
replaced the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture
Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise
Law, together with their implementation rules and ancillary regulations. The organization form, organization and activities
of foreign-invested enterprises shall be governed, among others, by the Company Law of PRC and the Partnership
Enterprise Law of PRC. Foreign-invested enterprises established before the implementation of the Foreign Investment Law
may retain the original business organization and so on within five years after the implementation of this Law.
According to the Foreign Investment Law, foreign investments are entitled to pre-entry national treatment and are
subject to negative list management system. The pre-entry national treatment means that the treatment given to foreign
investors and their investments at the stage of investment access is not lower than that of domestic investors and their
investments. The negative list management system means that the state implements special administrative measures for
access of foreign investment in specific fields. Foreign investors shall not invest in any forbidden fields stipulated in the
negative list and shall meet the conditions stipulated in the negative list before investing in any restricted fields. Foreign
investors’ investment, earnings and other legitimate rights and interests within the territory of China shall be protected in
accordance with the law, and all national policies on supporting the development of enterprises shall equally apply to
foreign-invested enterprises.
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Investment activities in the PRC by foreign investors are principally governed by the Catalog of Industries for
Encouraging Foreign Investment, or the Encouraging Catalogue, and the Special Management Measures (Negative List)
for the Access of Foreign Investment, or the Negative List which were promulgated and are amended from time to time by
the PRC Ministry of Commerce, or MOC, and the National Development and Reform Commission, or NDRC, and
together with the Foreign Investment Law and their respective implementation rules and ancillary regulations. MOC and
the NDRC promulgated the Catalogue of Industries for Encouraging Foreign Investment (2020 Version), on December 27,
2020, and the Special Management Measures (Negative List) for the Access of Foreign Investment (2021), or the 2021
Negative List, on December 27, 2021, to replace the previous encouraging catalogue and negative list thereunder.
Under the Measures on Reporting of Foreign Investment Information approved by MOC and the State Administration
for Market Regulation, or SAMR, which came to effect on January 1, 2020, Foreign investors or foreign investment
enterprises shall submit investment information through submission of initial reports, change reports, deregistration reports
and annual reports to the commerce administrative authorities through the Enterprise Registration System and the National
Enterprise Credit Information Publicity System. Where a foreign investor or foreign-funded enterprise, in violation of the
provisions of the present Law, fails to report the investment information as required to the foreign investment information
report system, the competent department for commerce concerned shall order it to make corrections within a time limit; if
it fails to do so within the prescribed time limit, a fine of not less than 100,000 yuan but not more than 500,000 yuan shall
be imposed.
According to the Measures for the Security Review of Foreign Investment promulgated by the NDRC and the MOC
on December 19, 2020 and became effective on January 18, 2021, the NDRC and the MOC will establish a working
mechanism office in charge of the security review of foreign investment. Such measures define foreign investment as direct
or indirect investment by foreign investors in the PRC, which includes (i) investment in new onshore projects or
establishment of wholly foreign owned onshore companies or joint ventures with foreign investors; (ii) acquiring equity or
asset of onshore companies by merger and acquisition; and (iii) onshore investment by and through any other means.
Investment in certain key areas with bearing on national security, such as important cultural products and services,
important information technology and internet services and products, key technologies and other important areas with
bearing on national security, and in the acquisition of de facto control of investee companies, shall be filed with the
specifically established office before such investment is carried out. What may constitute “onshore investment by and
through any other means” or “de facto control” could be broadly interpreted under such measures. It is likely that control
through contractual arrangement be regarded as de facto control based on provisions applied to security review of foreign
investment. Failure to make such filing may subject such foreign investor to rectification within prescribed period, and will
be recorded as negative credit information of such foreign investor in the relevant national credit information system,
which would then subject such investors to joint punishment as provided by relevant rules. If such investor fails to or
refuses to undertake such rectification, it would be ordered to dispose of the equity or asset and to take any other necessary
measures so as to return to the status quo and to erase the impact to national security.
Regulations on Mergers and Acquisitions
Under the Measures on Reporting of Foreign Investment Information, foreign investors undertaking a merger and
acquisition of a non- foreign investment enterprise in China shall submit an initial report through the Enterprise
Registration System at the time of completion of change registration for the target enterprise.
A foreign investor acquiring shares, equities, property shares or any other similar rights and interests of an enterprise
within the territory of China shall be subject to the Foreign Investment Law, which means if the investors do not follow the
present law during the transaction of mergers and acquisition, the party may be subject to the penalties and fines under the
newly promulgated Foreign Investment Law.
Regulations on Hotel Operation
In November 1987, the Ministry of Public Security issued the Measures for the Control of Security in the Hotel
Industry, and in June 2004, the State Council promulgated the Decision of the State Council on Establishing Administrative
License for the Administrative Examination and Approval Items Really Necessary To Be Retained,
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which was amended on August 25, 2016. Under these two regulations, anyone who applies to operate a hotel is subject to
examination and approval by the local public security authority and must obtain a special industry license. The Measures
for the Control of Security in the Hotel Industry impose certain security control obligations on the operators. For example,
the hotel must examine the identification card of any guest to whom accommodation is provided and make an accurate
registration. The hotel must also report to the local public security authority if it discovers anyone violating the law or
behaving suspiciously or an offender wanted by the public security authority. The Law of the PRC on Penalties for the
Violation of Public Security Administration was promulgated on October 26, 2012 and entered into force on January 1,
2013. Pursuant to the Measures for the Control of Security in the Hotel Industry, the Law of the PRC on Penalties for the
Violation of Public Security Administration and relevant local regulations, operating a hotel business without having
obtained a special industry license may subject the operator to warnings, detention of between 10 and 15 days as well as
fines of RMB500 to RMB1,000. Operators of hotel businesses who failed to obtain the special industry license, or who
obtained the special industry license but have violated applicable administrative regulations, may also be subject to orders
to suspend or cease their operations. of According to the regulations of certain cities/provinces, such as Jiangsu, operating a
hotel business without having obtained a special industry license may be banned by relevant public security departments,
confiscated illegal gains, illegally operated items, and tools and equipment directly used for illegal operations, and a fine
ranging from RMB5,000 to RMB20,000 shall be imposed; if the circumstances are serious, they shall also be fined
between RMB20,000 to RMB200,000. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business
— Failure to comply with government regulations relating to the leased-and-operated and franchised-and-managed
business models, hospitality industry, construction, fire prevention, food hygiene, safety and environmental protection
could materially and adversely affect our business and results of operations.”
In April 1987, the State Council promulgated the Public Area Hygiene Administration Regulation and subsequently
amended the same on February 6, 2016 and April 23, 2019, and on March 10, 2011, the Ministry of Health promulgated
the Implementing Measures for the Public Area Hygiene Administration Regulation and the National Health and Family
Planning Commission amended this regulation on January 19, 2016 and on December 26, 2017. According to these
regulations, a hotel must obtain a public area hygiene license before opening for business. Pursuant to these regulations,
hotels failing to obtain a public area hygiene license or comply with other requirements set forth in such regulations may be
subject to the following administrative penalties depending on the seriousness of their respective activities: (i) warnings;
(ii) fines between RMB500 and RMB30,000; or (iii) orders to suspend operations for rectification, or to revoke the public
hygiene license. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business — Failure to comply
with government regulations relating to the franchise business model, hospitality industry, construction, fire prevention,
food hygiene, safety and environmental protection could materially and adversely affect our business and results of
operations.”
Since 2018, management for waste sorting and recycling has been implemented across the country, and corresponding
management regulations and administrative penalties have been formulated for companies/persons who violate the waste
sorting and recycling management regulations, such as the fifty-seventh of " Regulations on the Management of Domestic
Waste in Shanghai". On January 31, 2019, the Standing Committee of the Shanghai Municipal People's Congress issued the
"Regulations on the Management of Domestic Waste in Shanghai", which were officially implemented on July 1, 2019.
Article 57 of the regulations stipulates that if a company violates the provisions of paragraph 1 of Article 24 of these
regulations and fails to put household garbage into corresponding collection containers, the urban management law
enforcement department shall order it to make corrections immediately; if it refuses to make corrections, it shall be fined
not less than RMB5,000 but not more than RMB50,000.
On June 10, 2021, the Standing Committee of the National People's Congress promulgated the "Production Safety Law
of the People's Republic of China", which will be officially implemented on September 1, 2021. The law stipulates that
production and business entities shall educate and train employees on work safety to ensure that employees have the
necessary knowledge of work safety, are familiar with relevant work safety rules and regulations and safety operation
procedures, master the safety operation skills of their posts, and understand accidents emergency measures, and know their
rights and obligations in safety production. In addition, employees who are not qualified for work safety education and
training should not allowed to work.
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For production and operation companies that fail to provide safety production education and training to employees,
dispatched workers and interns in accordance with regulations, or fail to truthfully inform relevant production safety issues
as required, they shall be ordered to make corrections within a time limit and may be fined RMB50,000; If the correction is
not made within the time limit, it shall be ordered to suspend production and business for rectification, and a fine of not
less than RMB50,000 but not more than RMB100,000 shall be imposed; the person in charge directly responsible and other
directly responsible personnel shall be fined not less than RMB10,000 but not more than RMB20,000.
In order to protect and improve the environment and prevent and control air pollution, the Standing Committee of the
National Congress formulated the Law of the People's Republic of China on the Prevention and Control of Air Pollution,
which was promulgated and took effect on October 26, 2018. The operator shall install oil fume purification facilities and
keep them in normal use, or take other oil fume purification measures to discharge oil fume up to the standard and prevent
pollution to the normal living environment of nearby residents. It is also prohibited to build, rebuild or expand catering
service projects that generate oily smoke, odor and exhaust gas in residential buildings, commercial and residential
complex buildings without special flues, and commercial floors adjacent to residential floors in commercial and residential
complex buildings.
Article 118 stipulates food and beverage business operators which emit fume and violate the provisions of this Law in
failing to install and use fume purification facilities properly or failing to adopt other fume purification measures and emit
fume beyond the emission standards shall be ordered by the supervision and administration authorities determined by the
local People's Governments of county level and above to make correction, and be subject to a fine ranging from RMB5,000
to RMB50,000; offenders who refuse to make correction shall be ordered to suspend production and rectify; Offenders who
violate the provisions of this Law in undertaking new establishment, alteration and expansion of food and beverage
business operations which emit fume, odor and waste gases within residential buildings, commercial cum residential
buildings which have not installed complementary dedicated flue, and commercial floors of commercial cum residential
buildings adjacent to residential floors, shall be ordered by the supervision and administration authorities determined by the
local People's Governments of county level and above to make correction; offenders who refuse to make correction shall be
ordered to close down, and be subject to a fine ranging from RMB10,000 to RMB100,000.
With the purpose of guaranteeing food safety and the safeguarding the health and life safety of the public, the SCNPC
enacted the PRC Law on Food Safety in February 2009 and amended the same on April 24, 2015, on December 29, 2018
and on April 29, 2021. Also, the SCNPC adopted the Implementation Rules of the Food Safety Law which became effective
on July 20, 2009 and amended on February 6, 2016 and on October 11, 2019. On March 4, 2010, the Ministry of Health
promulgated the Administrative Measures on Food and Beverage Service Licensing and Administrative Measures on Food
Safety Supervision in Food and Beverage Services. Both measures came into force on May 1, 2010. Pursuant to the above
measures, providers of consumer food services are required to obtain a food catering service license, and are responsible
for safety in food and beverage services. On July 30, 2009, the SAIC promulgated the Administrative Measures for the
Food Circulation License which was subsequently repealed in 2015 to comply with the newly amended PRC Law on Food
Safety. Under this measure, providers for food circulation service shall obtain a food circulation license. In August 2015,
the China Food and Drug Administration, or the CFDA promulgated the Administrative Measures for Food Operation
Licensing and subsequently amended the same on November 17, 2017. Also, the CFDA adopted the Announcement on
Launching the Use of Food Business License which became effective on September 30, 2015. Under the above measures, a
food operation permit shall be obtained in accordance with the law to engage in food selling and catering services within
the territory of the People’s Republic of China. The former food catering service or circulation license will be deregistered
by the authority that has issued the license upon its expiration. However, a former food catering service or circulation
license that does not expire will continue to be valid; if, during the validity period thereof, the food business operator
applies for replacing it with food business license, the licensing authority shall make the replacement according to relevant
provisions. Each of the restaurants run in our hotels is required to obtain a food business or catering service or circulation
license in order to offer food services. Pursuant to the PRC Law on Food Safety, hotels failing to obtain a food service
license (or formerly food hygiene license) may be subject to: (i) confiscation of illegal gains, food illegally produced for
sale and tools, facilities and raw materials used for illegal production; or (ii) fines between RMB50,000 and RMB100,000
if the value of food illegally produced is less than RMB10,000 or fines equal to 10 to 20 times of the value of food if such
value is equal to or more than RMB10,000. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our
Business — Failure to comply with government
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regulations relating to the leased-and-operated and franchised-and-managed business models, hospitality industry,
construction, fire prevention, food hygiene, safety and environmental protection could materially and adversely affect our
business and results of operations.”
The PRC legal framework governing fire prevention is set forth in the Fire Prevention Law which was adopted on
April 29, 1998 and amended on April 29, 2021. According to the Fire Prevention Law and other relevant laws and
regulations of the PRC, the Ministry of Emergency Management and its local counterparts at or above county level shall
monitor and administer the fire prevention affairs. The Fire Prevention Law provides that the fire prevention design or
construction of a construction project must conform to the national fire prevention technical standards. Before construction
and decoration of a hotel, the construction entity shall submit the fire prevention design documents to the housing and
urban-rural development authority for examination and approval. Upon completion, the construction entity must go
through the fire prevention acceptance check with the housing and urban-rural development authority and no construction
may be put into use before it is accepted by the relevant authorities. For each public assembly venue such as a hotel, the
construction entity or entity using such venue shall, prior to use and operation of any business thereof, apply for a safety
check on fire prevention with the relevant fire prevention department under the public security authority at or above the
county level where the venue is located, and such place could not be put into use and operation if it fails to pass the safety
check on fire prevention or fails to conform to the safety requirements for fire prevention after such check. Pursuant to
these regulations, hotels failing to obtain approval of fire prevention design plans or failing fire prevention safety
inspections (including acceptance check and safety check on fire prevention) may be subject to: (i) orders to suspend the
construction of projects, use or operation of business; and (ii) fines between RMB30,000 and RMB300,000. On May 30,
2019, the General Office of the CPC Central Committee and the General Office of the State Council promulgated the
Notice of the General Office of the Central Committee of the Communist Party of China and the General Office of the
State Council on Promulgation of the Opinions on Deepening the Reform of Fire Control Law Enforcement, or the
Opinions. Under the Opinions, public gathering premises (including hotels) may be put into use or commence business
after obtaining a business license or satisfying the conditions for putting into use pursuant to the applicable law, and upon
submission of an application through the online government services platform or onsite to the fire control departments and
undertaking that the premises comply with fire safety standards. Each hotel passing the fire safety inspection on public
assembly venues will obtain a certificate for fire safety inspection on public assembly venues. See “Item 3. Key
Information — D. Risk Factors — Risks Related to Our Business — Failure to comply with government regulations
relating to the leased-and-operated and franchised-and-managed business models, hospitality industry, construction, fire
prevention, food hygiene, safety and environmental protection could materially and adversely affect our business and
results of operations.”
In January 2006, the State Council promulgated the Regulations for Administration of Entertainment Places and
amended them on February 6, 2016 and on November 29, 2020. Under these regulations, hotels that provide entertainment
facilities, such as discos or ballrooms, are required to obtain a license for entertainment business operations.
On October 18, 2010, the General Administration of Quality Supervision, Inspection and Quarantine and
Standardization Administration approved and issued the Classification and Accreditation for Star-rated Tourist Hotels
(GB/T14308-2010), which became effective on January 1, 2011. On November 19, 2010, the National Tourist
Administration promulgated the Implementation Measures of Classification and Accreditation for Star-rated Tourist Hotels,
which also became effective on January 1, 2011. Under these regulations, all hotels which have been in operation for over
one year are eligible to apply for a star rating assessment. There are five ratings for tourist hotels from one star to five stars,
which ratings are assessed based on facilities, management standards and quality of service. A star rating, once granted, is
valid for three years.
On April 25, 2013, the SCNPC issued the Tourism Law of the People’s Republic of China, which became effective on
October 1, 2013 and was most recently amended on October 26, 2018. According to this law, accommodation providers
must fulfill the obligations under their agreements with customers.
All of the foregoing regulations on hotel operation apply to our company both as the operator of our leased-and-
operated hotels, and as the franchisor of our franchised-and-managed hotels.
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Regulations on Leasing
Under the Law on Urban Real Estate Administration promulgated by the SCNPC, which took effect as of
January 1995 with the latest amendment in August 2019, lessors and lessees are required to enter into a written lease
contract, containing such provisions as the term of the lease, the use of the premises, liability for rent and repair, and other
rights and obligations of both parties. Both lessor and lessee are also required to register the lease with the real estate
administration department. Pursuant to implementing rules stipulated by certain provinces or cities, such as Tianjin, if the
lessor and lessee fail to go through the registration procedures, both lessor and lessee may be subject to warnings,
rectifications and/or other penalties. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business —
Our lessors’ failure to comply with lease registration and other compliance requirements under PRC law may subject these
lessors or us to fines or other penalties that may negatively affect our ability to operate our hotels.”
According to the PRC Civil Code (which took effect on January 1, 2021 and replaced, among others, the PRC
Contract Law and the PRC Property Law), subject to consent of the lessor, the lessee may sublease the leased item to a
third party. Where the lessee subleases the lease item, the leasing contract between the lessee and the lessor remains valid.
The lessor is entitled to terminate the contract if the lessee subleases the lease item without the consent of the lessor. See
“Item 3. Key Information — D. Risk Factors — Risks Related to Our Business — The legal rights of our franchisees and
us to use certain leased properties could be challenged by property owners or other third parties, which could prevent our
franchisees or us from operating the affected hotels or increase the costs associated with operating these hotels.”
On December 1, 2010, the Ministry of Housing and Urban-Rural Development promulgated the Administrative
Measures for Commodity Housing Tenancy, which took effect on February 1, 2011. Under this regulation, a property may
not be leased in some circumstances, including if the designated use of the property is changed in violation of applicable
regulations. This regulation further provides that the competent real estate departments of the people’s governments of the
municipalities directly under the central government, cities and counties shall urge those who violate above provisions to
make corrections within a specified time limit, and impose a fine below RMB5,000 on those who have not obtained illegal
income. A fine between three and five times the amount of illegal income up to RMB30,000 may be imposed on those who
have obtained illegal gains.
Pursuant to the PRC Civil Code, if the mortgaged property has been leased and transferred for occupation prior to the
establishment of the mortgage right, the original tenancy shall not be affected by such mortgage right. According to the
Interpretation of the Supreme People’s Court on Several Issues concerning the Application of Law in the Trial of Cases
about Disputes Over Lease Contracts on Urban Buildings (2020 version), which took effect on January 1, 2021, if the
ownership of the leased premises changes during lessee’s possession in accordance with the terms of the lease contract, and
the lessee requests the assignee to continue to perform the original lease contract, the PRC court shall support it, except that
the mortgage right has been established before the lease of the leased premises and the ownership changes due to the
mortgagee’s realization of the mortgage right. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our
Business — The legal rights of our franchisees and us to use certain leased properties could be challenged by property
owners or other third parties, which could prevent our franchisees or us from operating the affected hotels or increase the
costs associated with operating these hotels.”
Regulations on Usage of Land or Property
The regulations governing the land or property usage mainly include the Land Administration Law of the People’s
Republic of China adopted by the Standing Committee of the National People’s Congress on June 25, 1986, and most
recently amended on August 26, 2019, and the Regulations on the Implementation of the Land Administration Law of the
People’s Republic of China promulgated according to the Order of the State Council No. 256 on December 27, 1998 and
further revised in accordance with the Decision of the State Council on Revising Certain Administrative Regulations on
July 29, 2014 and September 1, 2021.
According to the above regulations, as to state-owned land and land collectively-owned by farmers, construction
entities shall use such land, construction according to the stipulations of the land use right lease contract or according to the
provisions of the approval documents relevant to the allocation of land use rights. As for state-owned land, the
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conversion of the land to land used for construction purposes shall receive the consent of the competent natural resources
administrative departments of relevant people’s governments and be submitted to the people’s governments that originally
granted land use approval. When changing the purpose of land within urban planning areas, consent shall be obtained from
the relevant urban planning administration departments before submission; without such approvals, the use of land
specified in the relevant overall land utilization plan shall not be changed. Under these regulations, failure to comply with
the approved usage may subject the owners of such properties and/or the tenants to fines or other penalties, including
potentially being required to cease such non-compliant operations and being requested by the relevant land administrative
authority to return the land. If the land is not used in accordance with the approved land use purpose, the rural collective
economic organization may take back the land use rights upon approval by the People’s Government which has approved
the land use previously.
Regulations on Consumer Protection
In October 1993, the SCNPC promulgated the Law on the Protection of the Rights and Interests of Consumers which
has been amended on October 25, 2013, or the Consumer Protection Law. Under the Consumer Protection Law, a business
operator providing a commodity or service to a consumer is subject to a number of requirements, including the following:
●
to ensure that commodities and services meet certain safety requirements;
●
to disclose serious defects of a commodity or a service and to adopt preventive measures against damage
occurrence;
●
to provide consumers with accurate information and to refrain from conducting false advertising;
●
not to set unreasonable or unfair terms for consumers or alleviate or release itself from civil liability for harming
the legal rights and interests of consumers by means of standard contracts, circulars, announcements, shop notices
or other means; and
●
not to insult or slander consumers or to search the person of, or articles carried by, a consumer or to infringe upon
the personal freedom of a consumer.
Business operators may be subject to civil liabilities for failing to fulfill the obligations discussed above. These
liabilities include restoring the consumer’s reputation, eliminating the adverse effects suffered by the consumer, and
offering an apology and compensation for any losses incurred. The following penalties may also be imposed upon business
operators for the infraction of these obligations: issuance of a warning, confiscation of any illegal income, imposition of a
fine, an order to cease business operation, revocation of its business license or imposition of criminal liabilities under
circumstances that are specified in laws and statutory regulations.
On December 26, 2003, the PRC Supreme People’s Court published the Interpretation of Some Issues Concerning the
Application of Law for the Trial of Cases on Compensation for Personal Injury which took effect on May 1, 2004 and be
amended on December 29, 2020. On May 8, 2020, the National People’s Congress of the PRC enacted The Civil Code of
the PRC, which became effective on July 1, 2021. The above interpretation and law further increase the liabilities of
business operators engaged in the operation of hotels, restaurants, or entertainment facilities and subject such operators to
compensatory liabilities for failing to fulfill their statutory obligations or to guarantee the personal safety of others.
Regulations on Protection of Information on Networks
On December 28, 2012, SCNPC issued Decision of the Standing Committee of the National People’s Congress on
Strengthening Information Protection on Networks, pursuant to which network service providers and other enterprises and
institutions shall, when gathering and using electronic personal information of citizens in business activities, publish their
collection and use rules and adhere to the principles of legality, rationality and necessarily, explicitly state the
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purposes, manners and scopes of collecting and using information, and obtain the consent of those from whom information
is collected, and shall not collect and use information in violation of laws and regulations and the agreement between both
sides; and the network service providers and other enterprises and institutions and their personnel must strictly keep such
information confidential and may not divulge, alter, damage, sell, or illegally provide others with such information.
On July 16, 2013, the Ministry of Industry and Information Technology, or the MIIT, issued the Order for the
Protection of Telecommunication and Internet User Personal Information. The requirements under this order are stricter
and wider compared to the above decision issued by the National People’s Congress. According to this order, if a network
service provider wishes to collect or use personal information, it may do so only if such collection is necessary for the
services it provides. Furthermore, it must disclose to its users the purpose, method and scope of any such collection or
usage, and must obtain consent from the users whose information is being collected or used. Network service providers are
also required to establish and publish their protocols relating to personal information collection or usage, keep any
collected information strictly confidential and take technological and other measures to maintain the security of such
information. Network service providers are required to cease any collection or usage of the relevant personal information,
and deregister the relevant user account, when a user stops using the relevant Internet service. Network service providers
are further prohibited from divulging, distorting or destroying any such personal information, or selling or providing such
personal information unlawfully to other parties. In addition, if a network service provider appoints an agent to undertake
any marketing or technical services that involve the collection or usage of personal information, the network service
provider is required to supervise and manage the protection of the information. The order states, in broad terms, that
violators may face warnings, fines, public exposure and, in the most severe cases, criminal liability.
On June 1, 2017, the Cybersecurity Law of the People’s Republic of China promulgated in November, 2016 by
SCNPC became effective. This law also absorbed and restated the principles and requirements mentioned in the aforesaid
decision and order, and further provides that, where an individual finds any network operator collects or uses his or her
personal information in violation of the provisions of any law, regulation or the agreement of both parties, the individual
shall be entitled to request the network operator to delete his or her personal information; if the individual finds that his or
her personal information collected or stored by the network operator has any error, he or she shall be entitled to request the
network operator to make corrections, and the network operator shall take measures to do so. Pursuant to this law, the
violators may be subject to: (i) warning; (ii) confiscation of illegal gains and fines equal to 100% to 1,000% of the illegal
gains; or if without illegal gains, fines up to RMB1,000,000; or (iii) an order to shut down the website, suspend the
business operation for rectification, or revoke business license. Besides, responsible persons may be subject to fines
between RMB10,000 and RMB100,000.
On November 28, 2019, the Secretary Bureau of the Cyberspace Administration of China, or CAC the General Office
of the Ministry of Industry and Information Technology, the General Office of the Ministry of Public Security and the
General Office of the SAMR promulgated the Identification Method of Illegal Collection and Use of Personal Information
Through App, which provides guidance for the regulatory authorities to identify the illegal collection and use of personal
information through mobile apps, and for the app operators to conduct self-examination and self-correction and for other
participants to voluntarily monitor compliance. We have required our users to consent to our collecting and using their
personal information, and established information security systems to protect user’s privacy. Furthermore, pursuant to the
PRC Civil Code, any organization or individual shall legally obtain personal information of others when necessary and
ensure the safety of such information, and shall not illegally collect, use, process or transmit personal information of others,
or illegally purchase or sell, provide or make public personal information of others.
Regulations Relating to Internet Content and Information Security
The Administrative Measures on Internet Information Services specifies that internet information services regarding
news, publications, education, medical and health care, pharmacy and medical devices, among other things, are to be
examined, approved and regulated by the relevant authorities. Internet information providers are prohibited from providing
services beyond those included in the scope of their ICP licenses or filings. Furthermore, these measures clearly specify a
list of prohibited content. Internet information providers are prohibited from producing, copying, publishing or distributing
information that is humiliating or defamatory to others or that infringes the lawful rights and
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interests of others. Internet information providers that violate the prohibition may face criminal charges or administrative
sanctions by the PRC authorities. Internet information providers must monitor and control the information posted on their
websites. If any prohibited content is found, they must remove the offending content immediately, keep a record of it and
report to the relevant authorities. Furthermore, in 2019, the CAC issued the Provisions on the Management of Network
Information Content Ecology, or the CAC Order No. 5, which became effective on March 1, 2020, to further strengthen the
regulation and management of network information content. Pursuant to the CAC Order No. 5, each network information
content service platform is required, among others, (i) not to disseminate any information prohibited by laws and
regulations, such as information jeopardizing national security; (ii) to strengthen the examination of advertisements
published on such network information content service platform; (iii) to promulgate management rules and platform
convention and improve user agreement, such that such network information content service platform could clarify users’
rights and obligations and perform management responsibilities required by laws, regulations, rules and convention; (iv) to
establish convenient means for complaints and reports; and (v) to prepare annual work report regarding its management of
network information content ecology. In addition, a network information content service platform must not, among others,
(i) utilize new technologies such as deep learning and virtual reality to engage in activities prohibited by laws and
regulations; (ii) engage in online traffic fraud, malicious traffic rerouting and other activities related to fraudulent account,
illegal transaction account or maneuver of users’ account; or (iii) infringe a third party’s legitimate rights or seek illegal
interests by way of interfering with information display. Internet information in China is also regulated and restricted from
a national security standpoint. The SCNPC enacted the Decisions on Maintaining Internet Security, which may subject
violators to criminal punishment in China for any effort to: (1) gain improper entry into a computer or system of strategic
importance; (2) disseminate politically disruptive information; (3) leak state secrets; (4) spread false commercial
information; or (5) infringe intellectual property rights. The Ministry of Public Security has promulgated measures that
prohibit use of the internet in ways which, among other things, result in a leakage of state secrets or a spread of socially
destabilizing content. In addition, the Standing Committee of the National People’s Congress promulgated the Cyber
Security Law of the People’s Republic of China, or the Cyber Security Law, effective on June 1, 2017, to protect
cyberspace security and order. Pursuant to the Cyber Security Law, any individual or organization using the network must
comply with the constitution and the applicable laws, follow the public order and respect social moralities, and must not
endanger cyber security, or engage in activities by making use of the network that endanger the national security, honor and
interests, or infringe on the fame, privacy, intellectual property and other legitimate rights and interests of others. The
Cyber Security Law sets forth various security protection obligations for network operators, which are defined as “owners
and administrators of networks and network service providers”, including, among others, complying with a series of
requirements of tiered cyber protection systems; verifying users’ real identity; localizing the personal information and
important data gathered and produced by key information infrastructure operators during operations within the PRC (where
such information and data have to be provided abroad for business purpose, subject to applicable laws and regulations,
security assessment shall be conducted); and providing assistance and support to government authorities where necessary
for protecting national security and investigating crimes.
Regulations on Environmental Protection
On February 29, 2012, the SCNPC issued the amended Law on Promoting Clean Production, which regulates service
enterprises such as restaurants, entertainment establishments and hotels and requires them to use technologies and
equipment that conserve energy and water, serve other environmental protection purposes, and reduce or stop the use of
consumer goods that waste resources or pollute the environment.
According to the Environmental Protection Law of the People’s Republic of China promulgated by the SCNPC on
December 26, 1989 and amended on April 24, 2014 and the Environmental Impact Assessment Law of the People’s
Republic of China promulgated by the SCNPC on October 28, 2002 and most recently amended on December 29, 2018,
respectively, the Regulations Governing Environmental Protection in Construction Projects promulgated by the State
Council on November 29, 1998 and amended on July 16, 2017, hotels shall submit a Report on Environmental Impact
Assessment and an Application Letter for Acceptance of Environmental Protection Facilities in Construction Projects to
competent environmental protection authorities for approvals before commencing the operation. Pursuant to the
Environmental Impact Assessment Law of the People’s Republic of China, any hotel failing to obtain the approval of an
Environmental Impact Assessment may be ordered to cease construction, pay a fine of not less than 1% but not more
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than 5% of the total investment of the construction project on it, and be ordered restore to the original state, and the person
directly responsible for the project may be subject to certain administrative penalties.
The Law of the People's Republic of China on the Prevention and Control of Water Pollution first became effective on
November 1, 1984 and was most recently amended on June 27, 2017. The law applies to the prevention and control of
pollution of rivers, lakes, canals, irrigation channels, reservoirs and other surface water bodies and groundwater within the
PRC. According to the provisions of this Law and other relevant laws and regulations of the PRC, the Ministry of
Environmental Protection and its local counterparts at or above county level shall take charge of the administration and
supervision on the matters of prevention and control of water pollution.
The Law of the People's Republic of China on the Prevention and Control of Water Pollution provides that
environmental impact assessment should be conducted in accordance with the relevant laws and regulations for new
construction projects and expansion or reconstruction projects and other facilities on water that directly or indirectly
discharge pollutants to water bodies. Facilities for the prevention and control of water pollution at a construction project
shall be designed, built and put into use along with the main structure of the construction project. The construction project
shall only be used after facilities for the prevention and control of water pollution pass the inspection and acceptance by the
Ministry of Environmental Protection and its competent local counterparts. Dismantling or putting off operation of such
installations shall be subject to prior approval of the local counterpart of the Ministry of Environmental Protection at or
above the county level.
Regulations on Commercial Franchising
Franchise operations are subject to the supervision and administration of the MOC, and its regional counterparts. Such
activities are currently regulated by the Regulations on the Administration of Commercial Franchising promulgated by the
State Council on February 6, 2007, effective as of May 1, 2007. The Regulations on the Administration of Commercial
Franchising were supplemented by the new Administrative Measures for Archival Filing of Commercial Franchises which
were issued by the MOC on December 12, 2011 and took effect on February 1, 2012 and the new Administrative Measures
for Information Disclosure of Commercial Franchises which were issued by the MOC on February 23, 2012 and took
effect on April 1, 2012.
Under the above applicable regulations, a franchisor must have certain prerequisites including a mature business
model, the capability to provide long-term business guidance, technical support and training services to franchisees and
ownership of at least two directly-managed storefronts that have been in operation for at least one year within China.
Franchisors engaged in franchising activities without satisfying the above requirements may be subject to penalties such as
forfeit of illegal income and imposition of fines between RMB100,000 and RMB500,000 and may be bulletined by the
MOC or its local counterparts. Franchise contracts shall include certain required provisions, such as terms, termination
rights and payments.
A franchisor is required to file its business license, sample franchise agreement and other documents to the provincial
commerce authority where it is registered for record within fifteen days following the execution of its first franchise
agreement with a franchisee inside the PRC. If the franchisor conducts franchise business in two or more municipalities,
provinces or autonomous regions, it is required to file with the Ministry of Commerce. Franchisors who comply with the
provisions of the above applicable regulations shall, in accordance with the law, make filing through commercial franchise
information management system established by the Ministry of Commerce. Moreover, the franchisor shall file information
regarding the execution, withdrawal, renewal of and amendment to franchise agreements to the commerce authority for
record before March 31 of each year.
Certain changes in the recorded information of the franchisor should also be filed with the relevant commerce
authority within thirty days following the occurrence of these changes. For a franchisor failing to file in accordance with
these regulations, the relevant commerce authority may order it to comply within a designated time frame and impose a
fine ranging from RMB10,000 to RMB50,000. If the franchisor fails to comply as ordered, the relevant commerce
authority may impose another fine ranging from RMB50,000 to RMB100,000 and publicly announce the franchisor’s
violation.
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The term of a franchise contract shall be no less than three years unless otherwise agreed by franchisees. The
franchisee is entitled to terminate the franchise contract at his sole discretion within a set period of time upon signing the
franchise contract.
Pursuant to the Administrative Measures for Information Disclosure of Commercial Franchises, 30 days prior to the
execution of franchise contracts, franchisors are required to provide franchisees with copies of the franchise contracts, as
well as written true and accurate basic information on matters including:
●
the name, domiciles, legal representative, registered capital, scope of business and basic information relating to its
commercial franchising;
●
basic information relating to the registered trademark, logo, patent, know-how and business model;
●
the type, amount and method of payment of franchise fees (including payment of deposit and the conditions and
method of refund of deposit);
●
the price and conditions for the franchisor to provide goods, service and equipment to the franchisee;
●
the detailed plan, provision and implementation plan of consistent quality services including operational
guidance, technical support and business training provided to the franchisee;
●
detailed measures for guiding and supervising the operation of the franchisor, including certain of operational
guidance, method of provision and implementation plan, including site selection, fitting out and decoration, store
management, advertising promotions and product configuration; division of liabilities between the franchiser and
the franchisee in respect of the handling of customer complaints and remediation thereof, etc.;
●
investment budget for all franchised hotels of the franchisee;
●
the current numbers, territory and operation evaluation of the franchisors within China;
●
a summary of accounting statements audited by an accounting firm and a summary of audit reports for the
previous two years;
●
information on any lawsuit in which the franchisor has been involved in the previous five years;
●
basic information regarding whether the franchisor and its legal representative have any record of material
violation; and
●
other information required to be disclosed by the MOC.
In the event of failure to disclose or misrepresentation, the franchisee may terminate the franchise contract and the
franchisor may be fined up to RMB300,000. In addition, such non-compliance may be bulletined.
According to the 2008 Handbook of Market Access of Foreign Investment promulgated by the MOC in
December 2008, if an existing foreign-invested company wishes to operate a franchise in China, it must apply to its
original examination and approval authority to expand its business scope to include “engaging in commercial activities by
way of franchise.”
Regulations on Intellectual Property Rights
The PRC has adopted comprehensive legislation governing intellectual property rights, including copyrights, patents,
trademarks and domain names.
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Copyright. Copyright in the PRC, including copyrighted software, is principally protected under the Copyright Law
and related rules and regulations. Under the Copyright Law, the term of protection for copyrighted software is 50 years.
Trademark. The PRC Trademark Law and its implementation rules protect registered trademarks. The PRC
Trademark Law has adopted a “first-to-file” principle with respect to trademark registration. The National Intellectual
Property Administration, or the Trademark Office, is responsible for the registration and administration of trademarks
throughout the PRC, and grants a term of ten years to registered trademarks and another ten years if requested upon expiry
of the initial or extended term. Trademark license agreements must be filed with the Trademark Office for record.
Patent. Pursuant to the PRC Patent Law and its implementation rules, once a patent for an invention, utility model has
been granted, unless otherwise provided by the Patent Law, no entity or individual may use the patent, patented product or
patented process for production or business purposes without the authorization of the patent owner. Once a patent has been
granted for a design, no entity or individual may manufacture, sell or import any product containing the patented design
without the permission of the patent owner. If a patent is found to have been infringed, the infringer must, in accordance
with relevant regulations, cease such infringement, take remedial action and pay damages.
Domain Name. Domain names are protected under the Administrative Measures on the China Internet Domain Names
promulgated by the MIIT in 2004, which will be replaced by the Administrative Measures on the Internet Domain Names
effective on November 1, 2017. The MIIT is the major regulatory authority responsible for the administration of the PRC
Internet domain names. The registration of domain names in PRC is on a “first-apply-first-registration” basis. A domain
name applicant will become the domain name holder upon the completion of the application procedure.
Regulations on Internet Information Services
The Telecommunications Regulations of the People’s Republic of China (Revised in 2016) which took effect on
February 6, 2016 and the Administrative Measures for Internet Information Services (Revised in 2011) which took effect
on January 8, 2011 provide that anyone wishing to engage in the provision of commercial internet information services
shall apply to the telecommunications administration authority of the province, autonomous region or municipality directly
under the Central Government or the State Council’s department in charge of the information industry for an operating
permit for value-added telecommunications services of internet information services.
In July 2006, the Ministry of Information Industry, the predecessor of the Ministry of Industry and Information
Technology, or the MIIT, issued the Circular on Strengthening the Administration of Foreign Investment in the Operation
of Value-added Telecommunications Business, pursuant to which a PRC domestic company that holds an operating license
for value-added telecommunications business, which we refer to as an ICP License, is prohibited from leasing, transferring
or selling the ICP License to foreign investors in any form and from providing any assistance, including resources, sites or
facilities, to foreign investors that conduct a value-added telecommunications business illegally in the PRC. Further, the
domain names and registered trademarks used by an operating company providing value-added telecommunications
services must be legally owned by that company or its shareholders. In addition, the company’s operational premises and
equipment must comply with the approved coverage region on its ICP License, and the company must establish and
improve its internal internet and information security policies and standards and emergency management procedures. If an
ICP License holder fails to comply with the requirements and also fails to remedy such non-compliance within a specified
period of time, the MIIT or its local counterparts have the discretion to take administrative measures against the license
holder, including revoking its ICP license. If anyone operates telecommunications business without authorization or
beyond its scope of business, the State Council’s department in charge of the information industry or the
telecommunications administration authority of the province, autonomous region or municipality directly under the central
government shall, ex officio, order rectification of the matter, confiscate the illegal income and impose a fine of up to five
times the amount illegal income; if there is no illegal income or if the illegal income is less than RMB50,000, a fine of not
less than RMB100,000 and not more than RMB1 million shall be imposed; if the case is serious, the perpetrator shall be
ordered to suspend operations and undergo rectification.
On June 10, 2021, National People's Congress of the People's Republic of China adopted The Data Security Law of
the PRC, is hereby promulgated, effective September 1, 2021. The Data Security Act requires data processing in a lawful
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and appropriate manner, including the collection, storage, use, processing, transmission, provision and disclosure of data.
The Data Security Act sets out data security and privacy obligations for entities and individuals conducting data processing
activities. Moreover, data classification and grading protection system has been introduced. Under the Act of Data Security,
processors of important data need to conduct risk assessments for their data processing activities, and submit risk
assessment reports to relevant authorities. National core data (that is, data related to national security, the lifeline of the
national economy, important people's livelihood and major public interests) should be subject to a stricter management
system. In addition, the Data Security Act provides for national security review procedures for data processing activities
that affect or may affect national security and imposes export controls on certain data and information. Furthermore, the
Data Security Act stipulates that without the approval of the competent authorities of the Chinese government, any
organization or individual in China shall not provide any data stored in China to any foreign judicial and law enforcement
agencies.
On August 20, 2021, the SCNPC of the People's Republic of China promulgated the Personal Information Protection
Law, which stipulates personal information rights and privacy protection, and takes effect on November 1, 2021. The
Personal Information Protection Law stipulates protection requirements for handling personal information, including but
not limited to the collection, storage, use, processing, transmission, provision, disclosure, and deletion of personal
information. And many of its specific requirements remain to be clarified in practice by the Cyberspace Administration of
China, other regulators and Chinese courts. We may need to further adjust our business practices to comply with personal
information protection laws and regulations (including the Personal Information Protection Act).
On December 28, 2021, the Cyberspace Administration of China promulgated the "Measures for Cybersecurity
Review", which became effective on February 15, 2022. According to the Cybersecurity Review Measures and other
Chinese cybersecurity laws and regulations and draft measures, critical information infrastructure operators planning to
purchase network products and services that affect or may affect national security must undergo cybersecurity review by
the Cyberspace Administration of China. In addition, the measures stipulate that data processors that carry out data
processing activities that affect or may affect national security are also subject to cybersecurity review. The measure further
stipulates that if an operator has the personal information of more than 1 million users and plans to list it abroad, it must
undergo a cybersecurity review.
On October 29, 2021, the Cyberspace Administration of China promulgated the "Measures for Security Assessment of
Data Exports (Draft for Comment)", which stipulates that important data collected and generated during operations in
China to be provided overseas and security assessments should be conducted in accordance with the law. Data processors
of personal information should conduct security assessments. The draft approach further specifies the procedures and
requirements for safety assessment. As of December 31, 2021, the draft measures are only for public comments and have
not been formally adopted. Final terms and the timeline for their adoption are subject to change and uncertainty.
On November 14, 2021, the Cyberspace Administration of China promulgated the Regulations on the Administration
of Network Data Security (Draft for Comment), which further regulates Internet data processing activities, emphasizes the
supervision and management of network data security, and further stipulates the obligations of Internet platform operators,
such as establishing data-related platform rules, privacy policies and algorithm policy disclosure systems. Specifically, the
Regulations require data processors, including, (1) to take immediate remedial measures when they discover that the
network products and services they use or provide have security deficiencies and vulnerabilities, or threaten national
security or endanger the public interest; and (2) to follow a series of detailed requirements in processing personal
information, managing important data and intending to provide data overseas. In addition, these draft regulations require
that data processors that process important data or data processors that go public overseas complete an annual data security
assessment and submit a data security assessment report to the relevant regulatory authority. As required by the
Regulations, such annual assessments include, but are not limited to, the processing of important data, the findings of Data
security risks and disposal measures, effectiveness of data protection measures, implementation of national data security
laws and regulations, data security incidents that have occurred and their disposal, and security assessments related to
sharing and providing important data overseas. As of December 31, 2021 the Regulations are for public comment only and
have not been formally adopted. Final terms and the timeline for their adoption are subject to change and uncertainty.
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Regulations on Foreign Currency Exchange
The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration
Regulations promulgated by the State Council, as amended on August 5, 2008, or the Foreign Exchange Regulations.
Under the Foreign Exchange Regulations, the payments of current account items, such as profit distributions, interest
payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior
approval from SAFE by complying with certain procedural requirements. By contrast, approval from or registration with
appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of
China to pay capital account items, such as direct investments, repayment of foreign currency-denominated loans,
repatriation of investments and investments in securities outside of China.
On February 13, 2015, the SAFE promulgated the Notice on Further Simplifying and Improving the Administration of
the Foreign Exchange Concerning Direct Investment, or SAFE Notice 13. After SAFE Notice 13 became effective on
June 1, 2015, instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and
overseas direct investment from SAFE, entities and individuals will be required to apply for such foreign exchange
registrations from qualified banks. The qualified banks, under the supervision of the SAFE, will directly examine the
applications and conduct the registration.
On March 30, 2015, the SAFE promulgated Notice of the State Administration of Foreign Exchange on Reforming the
Mode of Management of Settlement of Foreign Exchange Capital of Foreign-Funded Enterprises, or SAFE Circular 19, to
expand the reform nationwide. Circular 19 allows foreign-invested enterprises to make equity investments by using RMB
fund converted from foreign exchange capital. Under Circular 19, the foreign exchange capital in the capital account of
foreign-invested enterprises upon the confirmation of rights and interests of monetary contribution by the local foreign
exchange bureau (or the book-entry registration of monetary contribution by the banks) can be settled at the banks based on
the actual operation needs of the enterprises. The proportion of discretionary settlement of foreign exchange capital of
foreign-invested enterprises is currently 100%. SAFE can adjust such proportion in due time based on the circumstances of
international balance of payments. However, Circular 19 and another circular promulgated by SAFE in June 2016, Notice
of the State Administration of Foreign Exchange on Reforming and Regulating the Policies for the Administration of
Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, continues to, prohibit foreign-invested
enterprises from, among other things, using RMB fund converted from its foreign exchange capitals for expenditure
beyond its business scope, investment and financing (except for security investment or guarantee products issued by bank),
providing loans to non-affiliated enterprises or constructing or purchasing real estate not for self-use. See “Item 3. Key
Information — D. Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans and direct
investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of our
offerings to make loans or additional capital contributions to our PRC subsidiaries which would materially and adversely
affect our liquidity and our ability to fund and expand our business.”
In October 2019, the SAFE promulgated the Notice for Further Advancing the Facilitation of Cross-border Trade and
Investment, or the SAFE Circular 28, which, among other things, allows all foreign invested enterprises to use Renminbi
converted from foreign currency denominated capital for equity investments in China, as long as the equity investment is
genuine, does not violate applicable laws, and complies with the negative list on foreign investment. The Circular
Regarding Further Optimizing the Cross-border RMB Policy to Support the Stabilization of Foreign Trade and Foreign
Investment jointly promulgated by the People’s Bank of China, NDRC, MOFCOM, the State-owned Assets Supervision
and Administration Commission of the State Council, the China Banking and Insurance Regulatory Commission and SAFE
on December 31, 2020 and effective on February 4, 2021 allows the noninvestment foreign-invested enterprises to make
domestic reinvestment with RMB capital in accordance with the law on the premise that they comply with prevailing
regulations and the invested projects in China are authentic and compliant. In addition, if a foreign-invested enterprise uses
RMB income under capital accounts to conduct domestic reinvestment, the invested enterprise is not required to open a
special deposit account for RMB capital. According to the Circular of the State Administration for Foreign Exchange on
Optimizing Foreign Exchange Administration to Support the Development of Foreign-related Business, or the SAFE
Circular 8 promulgated and effective on April 10, 2020 by the SAFE, the reform of facilitating the payments of incomes
under the capital accounts shall be promoted nationwide. Under the prerequisite of ensuring true and compliant use of
funds and compliance and complying with the prevailing administrative provisions on use of income from capital projects,
enterprises which satisfy the criteria are allowed to use income under the capital
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account, such as capital funds, foreign debt and overseas listing, etc., for domestic payment, without the need to provide
proof materials for veracity to the bank beforehand for each transaction.
Under the Foreign Investment Law, foreign investors may freely remit into or out of China, in Renminbi or any other
foreign currency, their capital contributions, profits, capital gains, income from asset disposal, intellectual property
royalties, lawfully acquired compensation, indemnity or liquidation income and so on within the territory of China.
Regulations on Employee Stock Incentive Plans of Overseas Publicly-Listed Company
In December 2006, the People’s Bank of China promulgated the Administrative Measures of Foreign Exchange
Matters for Individuals, which set forth the respective requirements for foreign exchange transactions by individuals (both
PRC or non-PRC citizens) under either the current account or the capital account. In January 2007, the State
Administration of Foreign Exchange issued implementing rules for the Administrative Measures of Foreign Exchange
Matters for Individuals which, among other things, specified approval requirements for certain capital account transactions
such as a PRC citizen’s participation in the employee stock ownership plans or stock option plans of an overseas publicly
listed company.
On February 25, 2012, the State Administration of Foreign Exchange promulgated the Circulars on Issues concerning
the Foreign Exchange Administration for Domestic Individuals Participating in Equity Incentive Plans of Overseas-Listed
Company, or the Stock Option Rules. Under this rule, PRC citizens or non-PRC citizens who reside in China for a
continuous period of not less than one year, who participate in an equity incentive plan of an overseas publicly listed
company are required to register, through our PRC Subsidiary, collectively entrust a domestic agency, or the “Domestic
Agency”, to handle issues like foreign exchange registration, account establishment, funds transfer and remittance, and
entrust an overseas institution, or the “Overseas Trustee” to handle issues like exercise of options, purchase and sale of
corresponding stocks or equity and transfer of corresponding funds. A “Domestic Agency” shall be a domestic company
participating in the equity incentive plan or a domestic institution which is qualified for asset custody business as chosen
by us according to PRC law. We and our executive officers and other employees who are PRC citizens or non-PRC citizens
who reside in China for a continuous period of not less than one year and have been granted options have been subject to
these regulations since the completion of our initial public offering. Failure by these individuals to complete their SAFE
registrations may subject us and them to fines and other legal sanctions. See “Item 3. Key Information — D. Risk
Factors — Risks Related to Doing Business in China — Failure to comply with PRC regulations regarding the registration
requirements for employee stock ownership plans or share option plans may subject the PRC plan participants or us to
fines and other legal or administrative sanctions.”
The STA has issued certain circulars concerning employee share options and restricted shares. Under these circulars,
our employees working in China who exercise share options will be subject to PRC individual income tax. Our PRC
subsidiaries have obligations to file documents related to employee share options with relevant tax authorities and to
withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we
fail to withhold their income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax
authorities or other PRC governmental authorities.
Further, a notice concerning the individual income tax on earnings from employee share options jointly issued by the
Ministry of Finance, or the MOF, and SAT, on March 28, 2005, and its implementing rules, provide that domestic
companies that implement employee share option programs shall (a) file the employee share option plans and other
relevant documents to the local tax authorities having jurisdiction over them before implementing such employee share
option plans; (b) file share option exercise notices and other relevant documents with the local tax authorities having
jurisdiction over them before exercising by the employees of the share options, and clarify whether the shares issuable
under the employee share options mentioned in the notice are the shares of publicly listed companies; and (c) withhold
taxes from the PRC employees in connection with the PRC individual income tax.
Regulations on Share Capital
Under the newly promulgated Foreign Investment Law, a foreign-invested company are treated as a domestic company
and the shareholders of the foreign-invested company are no longer subject to make timely contribution to the
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registered capital of the foreign-invested company. The shareholders can make their capital contributions in cash or in kind,
including in the forms of contributions of intellectual property rights or land use rights that can be valued and is
transferable.
Regulations on Dividend Distribution
The principal regulation governing distribution of dividends of foreign-invested enterprises is the Corporate Law, as
most recently amended on October 26, 2018.
Under the Corporate Law, foreign-invested enterprises in China may pay dividends only out of their accumulated
after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, foreign-
invested enterprises in China are required to allocate at least 10% of their respective accumulated profits each year, if any,
to fund certain reserve funds unless these reserves have reached 50% of the registered capital of the enterprises.
Furthermore, foreign-owned companies may, at their discretion, allocate a portion of their after-tax profits based on PRC
accounting standards to staff welfare and bonus funds. These reserves are not distributable as cash dividends.
Regulations on Prepaid Cards
On August 18, 2016, the MOC promulgated Administrative Measures on Single-purpose Commercial Prepaid Cards
(Trial Implementation). According to these administrative measures, corporate legal entities engaged in the retail,
accommodation and catering, or residential services industries issuing prepaid cards shall complete filling formalities
within 30 days from the date on which they engage in the single-purpose card businesses. The administrative measures
classify different types of issuers of single-purpose cards, including issuers of group cards, branded cards and issuers of
cards on a large scale. Each company engaging in the single-purpose card business shall be classified as one of the
foregoing types of prepaid card business in which they are engaged. In addition, these administrative measures also
stipulate rules for the card purchase agreement, patterns of cards, limits of each registered and nonregistered card, use of
prepaid monies, a minimum ratio of balances of prepaid monies to the company’s main business income in the preceding
accounting year, the company’s depositary system and the designated proportion of deposited funds or guarantee insurance
amounts to the balance of prepaid monies in the previous quarter, prepaid money management system and polices and so
on. Companies may be subject to administrative punishments, orders to correct any instances of non-compliance within a
stipulated period, as well as a fine ranging from RMB10,000 to RMB30,000 for any violation of these administrative
measures.
Regulations on Offshore Financing
SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’
Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on
July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75” promulgated by SAFE on
October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with
their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing,
with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests,
referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the
registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease
of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event
that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC
subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and
from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in
its ability to contribute additional capital into its PRC subsidiary. Moreover, failure to comply with the various SAFE
registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls.
According to the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct
Investment released on February 13, 2015 by SAFE, from June 1, 2015 local banks will examine and handle foreign
exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment
registration, under SAFE Circular 37 from.
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The Company has confirmed that none of the holders or beneficiary owners of the Company is PRC residents.
Nevertheless, we may not be aware of the identities of all of our beneficial owners.
Regulations on Overseas Listing
On August 8, 2006, six PRC regulatory agencies, namely the MOC, the State Assets Supervision and Administration
Commission, the State Administration of Taxation, the SAIC, the China Securities Regulatory Commission, or the CSRC,
and the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors,
or the New M&A Rule, which became effective on September 8, 2006. This New M&A Rule, as amended on June 22,
2009, purports, among other things, to require offshore special purpose vehicles, or SPVs, formed for overseas listing
purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the
approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, the
CSRC published a notice on its official website specifying documents and materials required to be submitted to it by SPVs
seeking the CSRC approval of their overseas listings.
On December 14, 2006, the CSRC published on its official website procedures regarding its approval of overseas
listings by SPVs. The CSRC approval procedures require the filing of a number of documents with the CSRC and the
approval process takes several months to complete.
Regulations on Securities
The PRC Securities Law, which became effective on March 1, 2020, stipulates that overseas securities regulatory
authorities shall not carry out investigation and evidence collection directly in the People’s Republic of China. Without the
consent of the securities regulatory authority of the State Council and the relevant State Council department(s), no
organization or individual may provide the documents and materials relating to securities business activities to overseas
parties arbitrarily.
Regulations Relating to Employment
The PRC National People’s Congress promulgated the Labor Contract Law which became effective on January 1,
2008 and was amended on December 28, 2012, and the State Council promulgated implementing rules for the labor
contract law on September 18, 2008. The labor contract law and the implementing rules impose requirements concerning,
among others, the execution of written contracts between employers and employees, the time limits for probationary
periods, and the length of employment contracts. Also, under the labor contract law an employer is not permitted to
establish staffing companies to place workers with themselves or their subsidiaries, and no enterprises is permitted to
provide work placement business without obtaining a work placement license, for an enterprise that acts in violation of
such provisions, the labor administrative department shall order it to stop the illegal act, confiscate all illegal gains, if there
is no illegal gain, a fine of not more than RMB50,000 shall be imposed.
On July 5, 1994, the SCNPC promulgated the Labor Law of the People's Republic of China, or the Labor Law, which
became effective on January 1, 1995, and amended them on August 27, 2009 and December 29, 2018. In accordance with
the Labor Law, a labor contract shall be concluded for establishment of work relationships. On August 4, 1995, the
Ministry of Labor (currently known as Ministry of Human Resources and Social Security), promulgated the Opinions on
Several Issues concerning the Implementation of the Labor Law of the People's Republic of China, or the Opinions. Under
the Opinions, employers shall sign labor contracts with their personnel who are borrowed by other employers for a long
time, or personnel who receive education with wages or other off-the-job personnel who still maintain labor relations with
them. However, during the period of borrowing or going to school, certain relevant clauses in the labor contract may be
modified upon negotiation by both parties; and if the employees dispatched to equity joint ventures and shareholding
entities still maintain labor relations with their original employer, they shall conclude labor contracts with their original
employer. When the original employer concludes service contracts with the equity joint ventures and shareholding entities
in regard to the relevant contents of labor contracts, it may clarify the wage, insurances, welfare, holidays and other
relevant treatment to the employees.
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On October 28, 2010, the National People’s Congress of China promulgated the PRC Social Insurance Law, which
became effective on July 1, 2011 and was amended on December 29, 2018. In accordance with the PRC Social Insurance
Law and other relevant laws and regulations, enterprises in China are required by PRC laws and regulations to participate
in certain employee benefit plans, including social insurance funds, namely a pension plan, a medical insurance plan, an
unemployment insurance plan, a work-related injury insurance plan, a maternity insurance plan, a housing provident fund,
and a handicapped employment security fund, and contribute to the plans or funds in amounts equal to certain percentages
of salaries, including bonuses and allowances, of the employees as specified by the local government from time to time at
locations where they operate their businesses or where they are located. According to the Social Insurance Law, an
employer that fails to make social insurance contributions may be ordered to rectify the non-compliance and pay the
required contributions within a stipulated deadline and be subject to a late fee of up to 0.05% per day. If the employer still
fails to rectify the failure to make social insurance contributions within the stipulated deadline, it may be subject to a fine
ranging from one to three times the amount overdue. In addition, the PRC Individual Income Tax Law requires companies
operating in China to withhold individual income tax on employees’ salaries based on the actual salary of each employee
upon payment.
Under the Foreign Investment Law, foreign-funded enterprise engaging in production or operation activities shall
comply with the provisions on labor protection and social insurance in laws and administrative regulations, handle the tax,
accounting, foreign exchange and other matters according to the relevant laws, administrative regulations and relevant
provisions of the State, and accept supervision and inspection by relevant competent departments.
Regulations Relating to Tax
Income Tax and Withholding Tax
The EIT Law applies a uniform 25% enterprise income tax rate to PRC resident enterprises, including both foreign-
invested enterprises and domestic enterprises. The EIT Law imposes an enterprise income tax of 10% on dividends
distributed by a foreign-invested enterprise to its immediate holding company outside of China, if such immediate holding
company is considered a “non-resident enterprise” without any establishment or place within China or if the received
dividends have no connection with the establishment or place of such immediate holding company within China, unless
such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different
withholding tax rate. Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on
Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong company
which directly holds at least 25% equity interest in the PRC enterprise is reduced to 5% from a standard rate of 10%.
Pursuant to the Notice of the State Taxation Administration on the Issues concerning the Application of the Dividend
Clauses of Tax Agreements, or Circular 81, if the relevant PRC tax authorities determine, in their sole discretion, that a
company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such
PRC tax authorities may adjust the preferential tax treatment. As such, holding companies in Hong Kong, for example, are
subject to a 5% withholding tax rate if the holding companies directly hold no less than 25% equity interest in the PRC
enterprise and are the beneficial owners of the dividends. The Cayman Islands, where we are incorporated, does not have
such a tax treaty with China. Thus, dividends paid to us by our subsidiaries in China may be subject to the 10%
withholding tax if we are considered a “non-resident enterprise” under the EIT Law.
The EIT Law provides that enterprises established outside of China whose “de facto management bodies” are located
in China are considered “resident enterprises.” The “de facto management body” is defined as the organizational body that
effectively exercises overall management and control over production and business operations, personnel, finance and
accounting, and properties of the enterprise. Currently, there are no detailed rules or precedents governing the procedures
and specific criteria for determining “de facto management body”. STA issued the Notice Regarding the Determination of
Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto
Management Bodies, or Circular 82, on April 22, 2009. According to STA Circular 82, a Chinese-controlled offshore
incorporated enterprise will be regarded as a PRC tax resident by virtue of having a “de facto management body” in China
and will be subject to PRC enterprise income tax on its worldwide income only if all of the following criteria are met:
(a) the primary location of the day-to-day operational management is in China; (b) decisions relating to the enterprise’s
financial and human resource matters are made or are subject to approval by organizations or personnel
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in China; (c) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholders
meeting minutes are located or maintained in China; and (d) 50% or more of voting board members or senior executives
habitually reside in China. In addition, the STA issued the Administrative Measures on Income Taxes of Chinese-controlled
Offshore Incorporated Resident Enterprises (Trial Implementation), or Tax Trial Measures, on July 27, 2011, and effective
on September 1, 2011 and amended in 2017, providing more guidance on the implementation of Circular 82. Both Circular
82 and the Tax Trial Measures apply only to offshore enterprises controlled by PRC enterprises or PRC enterprise groups
and are not applicable to our case. But determining criteria set forth in Circular 82 and the Tax Trial Measures may reflect
the STA’s general position on how the “de facto management body” test should be applied in determining the tax resident
status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC enterprise groups or by
PRC or foreign individuals.
The STA issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties
by Nonresident Enterprises, or STA Public Notice 7, on February 3, 2015, which replaced or supplemented certain
previous rules under the Circular on Strengthening Administration of Enterprise Income Tax for Share Transfers by
Nonresident Enterprises, or STA Circular 698.
Under STA Public Notice 7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by
non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such
arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of
PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income
tax. According to STA Public Notice 7, “PRC taxable assets” include assets attributed to an establishment in China,
immovable properties in China, and equity investments in PRC resident enterprises. In respect of an indirect offshore
transfer of assets of a PRC establishment, the relevant gain is to be regarded as effectively connected with the PRC
establishment and therefore included in its enterprise income tax filing, and would consequently be subject to PRC
enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immovable properties in China or to
equity investments in a PRC resident enterprise, which is not effectively connected to a PRC establishment of a non-
resident enterprise, a PRC enterprise income tax at 10% would apply, subject to available preferential tax treatment under
applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the
withholding obligation. There is uncertainty as to the implementation details of STA Public Notice 7. If STA Public Notice
7 was determined by the tax authorities to be applicable to some of our transactions involving PRC taxable assets, our
offshore subsidiaries conducting the relevant transactions might be required to spend valuable resources to comply with
STA Public Notice 7 or to establish that the relevant transactions should not be taxed under STA Public Notice 7. See
“Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — It is unclear whether we will
be considered as a PRC “resident enterprise” under the Enterprise Income Tax Law of the PRC, and depending on the
determination of our PRC “resident enterprise” status, dividends paid to us by our PRC subsidiaries may be subject to PRC
withholding tax, we may be subject to 25% PRC income tax on our worldwide income, and holders of our ADSs may be
subject to PRC withholding tax on dividends on, and gains realized on their transfer of, our ADSs.”
Under the EIT Law, enterprises qualified as “High New Technology Enterprises,” or HNTEs, enjoy a preferential
income tax rate of 15%, rather than the uniform income tax rate of 25% which otherwise would apply. Shanghai Evergreen
Technology Co., Ltd. has qualified as an HNTE for the period of 2017 until now under the EIT Law, and has been subject
to the preferential income tax rate of 15% during such period.
On October 17, 2017, the STA issued a Public Notice of the State Administration of Taxation on Matters Concerning
Withholding of Income Tax of Non-resident Enterprises at Source, or STA Public Notice 37. This STA Public Notice 37 has
entered into force as of December 1, 2017, according to which, STA Circular 698 has been abolished from December 1,
2017.
Under the STA Public Notice 37 and other applicable PRC laws, the withholding agent (for example, payers of PRC-
sourced income to non-PRC residents) is obligated to withhold PRC income taxes from the payment. The withholding
agent shall, within seven days of the day on which the withholding obligation occurs, declare and remit the withholding tax
to the competent tax authority at its locality. The withholding agent shall establish account books for all tax it has withheld
and remitted on a commission basis and archive relevant contractual documents, so as to record the exact information
about the enterprise income withheld and remitted for the non-resident enterprise.
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Although the withholding agents have the obligation to withhold relevant PRC taxes, in the event of a failure to
withhold, the non-PRC residents are still required to pay such taxes on their own. Failure to comply with the tax payment
obligations by the non-PRC residents will result in penalties, including full payment of taxes owed, fines and default
interest on those taxes.
The STA issued the Announcement of State Taxation Administration on Promulgation of the Administrative Measures
on Non-resident Taxpayers Enjoying Treaty Benefits (“STA Circular 35”) on October 14, 2019, which became effective on
January 1, 2020. The STA Circular 35 further simplified the procedures for enjoying treaty benefits. According to the STA
Circular 35, no approvals from the tax authorities are required for a non-resident taxpayer to enjoy treaty benefits, and
where a non-resident taxpayer self-assesses and concludes that it satisfies the criteria for claiming treaty benefits, it may
enjoy treaty benefits at the time of tax declaration or at the time of withholding through the withholding agent, but it shall
gather and retain the relevant materials as required for future inspection, and accept follow-up administration by the tax
authorities. There are also other conditions for enjoying the reduced withholding tax rate according to other relevant tax
rules and regulations. According to the Circular on Several Issues regarding the “Beneficial Owner” in Tax Treaties, or
Circular 9, which was issued on February 3, 2018 by the STA, effective as of April 1, 2018, when determining the
applicant’s status of the “beneficial owner” regarding tax treatments in connection with dividends, interest or royalties in
the tax treaties, several factors, including without limitation, whether the applicant is obligated to pay more than 50% of its
income in twelve months to residents in a third country or region, whether the business operated by the applicant
constitutes the actual business activities, and whether the counterparty country or region to the tax treaties does not levy
any tax or grants tax exemption on relevant income or levies tax at an extremely low rate, will be taken into account, and
they will be analyzed according to the actual circumstances of the specific cases. This circular further provides that
applicants who intend to prove his or her status of the “beneficial owner” shall submit the relevant documents to the
relevant tax bureau according to the Administrative Measures for Nonresident Enterprises to Enjoy Treatments under Tax
Treaties. Accordingly, GreenTree Hotel (Hong Kong), Limited may be able to enjoy the 5% withholding tax rate for the
dividends they receive from our PRC subsidiaries, respectively, if they satisfy the conditions prescribed under Circular 81
and other relevant tax rules and regulations, and obtain the approvals as required. However, if the relevant tax authorities
consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the
relevant tax authorities may adjust the favorable withholding tax in the future.
PRC Value-Added Tax
On March 23, 2016, the Ministry of Finance of China and the State Administration of Taxation of China jointly issued
the Circular on the Nationwide Implementation of Pilot Program for the Collection of Value Added-Tax Instead of Business
Tax, or Circular 36, which became effective on May 1, 2016. Subsequent to the effectiveness of Circular 36, most of our
PRC subsidiaries’ business will be subject to value-added tax, or VAT, at a rate of 6% and they would be permitted to offset
input VAT by providing valid VAT invoices received from vendors against their VAT liability.
According to Circular 36, the entities and individuals providing the services within the PRC shall be subject to VAT.
The services are treated as being provided within the PRC where either the service provider or the service recipient is
located in the PRC. The services subject to VAT include the provision of financial services such as transferring financial
instruments. Based on the definition of “transfer of financial instruments” under Circular 36, the ADSs and shares are
likely to be treated as financial instruments. As such, where a holder of the ADSs and shares who is an entity or individual
located outside of the PRC re-sells the ADSs and shares to an entity or individual located outside of the PRC and derives
any gain, since neither the service provider nor the service recipient is located in the PRC, theoretically Circular 36 does
not apply and the buyer does not have the obligation to withhold the VAT or the local levies. However, there is uncertainty
as to the applicability of VAT if either the seller or buyer of ADSs and shares is located within the PRC.
On April 4, 2018, the MOF and STA jointly promulgated the Circular of the Ministry of Finance and the STA on
Adjustment of Value-Added Tax Rates, or Circular 32. Circular 32 became effective on May 1, 2018 and shall supersede
any previously existing provisions in the case of any inconsistency. Further, On March 20, 2019, the MOF, the STA and the
General Administration of Customs jointly issued the Announcement on Policies for Deepening the VAT Reform, or
Announcement 39, to further slash value-added tax rates. According to Announcement 39, (i) for general VAT payers’
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sales activities or imports that are subject to VAT at an existing applicable rate of 16% or 10%, the applicable VAT rate is
adjusted to 13% or 9% respectively; (ii) for the agricultural products purchased by taxpayers to which an existing 10%
deduction rate is applicable, the deduction rate is adjusted to 9%; (iii) for the agricultural products purchased by taxpayers
for production or commissioned processing, which are subject to VAT at 13%, the input VAT will be calculated at a 10%
deduction rate; (iv) for the exportation of goods or labor services that are subject to VAT at 16%, with the applicable export
refund at the same rate, the export refund rate is adjusted to 13%; and (v) for the exportation of goods or cross-border
taxable activities that are subject to VAT at 10%, with the export refund at the same rate, the export refund rate is adjusted
to 9%. Announcement 39 came into effect on April 1, 2019 and shall prevail in case of any conflict with existing
provisions.
Regulations Relating to Lending
According to the General Lending Provisions promulgated by the PBOC in 1996, only financial institutions may
legally engage in the business of extending loans, and loans between companies that are not financial institutions are
prohibited. According to the General Lending Provisions, a company which is not a financial institution and offers loans
may be imposed penalties in the amount equivalent to one to five times of the income generated (being interests charged)
from the loan advancing activities. However, according to the Provisions of the Supreme People’s Court on Several Issues
concerning the Application of Law in the Trial of Private Lending Cases (the “Private Lending Provisions”), which
became effective on 1 September 2015 and was latest revised on 29 December 2020, borrowing agreements between
companies which are not financial institutions shall be classified as private lending and should be valid if such lending is
for business operation purposes and do not fall into certain situations stipulated in the abolished Contract Law or the newly
promulgated Civil Code (as applicable) of the PRC and Private Lending Provisions. PRC courts will support a company’s
claim for interest in respect of such lending as long as the annual interest rate does not exceed four times of the applicable
one-year loan prime rate (“LPR”).
C.
Organizational Structure
Corporate Structures
The following diagram illustrates our corporate structure and the place of organization and ownership interest of each
of our subsidiaries as of the date of this annual report. It omits certain entities that are immaterial to our results of
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operations, business and financial condition. Unless otherwise indicated, equity interests depicted in this diagram are held
as to 100%.
Subsidiaries of GreenTree Hospitality Group Ltd.
An exhibit containing a list of our significant subsidiaries has been filed with this annual report.
D.
Property, Plants and Equipment
Please refer to “B. Business Overview—Facilities” for a discussion of our property, plants and equipment.
ITEM 4A.
UNRESOLVED STAFF COMMENTS
None.
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ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Unless otherwise stated, the discussion and analysis of our financial condition and results of operation in this section
apply to our financial information as prepared according to U.S. GAAP. You should read the following discussion and
analysis of our financial condition and operating results in conjunction with our consolidated financial statements and the
related notes included elsewhere in this annual report. The following discussion contains forward-looking statements based
upon current expectations that involve risks and uncertainties. Our actual results and the timing of selected events may
differ materially from those anticipated in these forward-looking statements as a result of various factors, including those
set forth under “Item 3. Key Information—D. Risk Factors.”
Overview
We are the leading pure play franchised hotel operator in China. We achieved more than 95.0% of franchised-and-
managed hotels in our hotel network as early as 2013, and currently operated 98.6% of franchised-and-managed hotels in
our network. Our pure play franchised model allows us to expand rapidly in an asset-light manner and have brought us
substantial financial performance in terms of profitability, return on investments and success to its franchisees.
As of December 31, 2021, our nationwide hotel network consisted of 4,659 hotels with 337,153 rooms in China,
covering all four centrally-administrated municipalities and 367 cities throughout all 31 provinces and autonomous regions
in China, as well as an additional 1,225 hotels that were contracted for or under development. We were the fourth largest
hotel group in China in terms of number of hotels and rooms, according to China Hotel Association. We operate a rapidly-
growing hotel networks in China – from 2012 to 2021, we grew from 792 to 4,659 hotels at a CAGR of 21.8% and from
70,934 to 337,153 rooms at a CAGR of 18.9%.
We have built a strong suite of well-recognized and diversified brands, each with unique attributes and strengths to
appeal to different consumer segments and franchisee needs, covering economy hotels, mid-scale hotels, mid-to-up-scale
hotels, and luxury hotels. Over the years, we have successfully forged an all-win ecosystem for our franchisees, guests and
employees through a highly effective and scalable franchise management system, a set of strong direct sales channels
coupled with an established membership program and a suite of state-of-the-art technologies and tools optimizing hotel
operations and enhancing guest experiences.
Factors Affecting Our Results of Operations
While our business is affected by factors relating to general economic conditions and the hospitality industry in China,
we believe that our results of operations are also affected by company specific factors, including, among others:
●
The total number of hotels and hotel rooms in our hotel network. Our revenues are affected to a significant extent
by the number of hotels and hotel rooms we have in operation. We generate substantially all of our revenues from
room nights sold at our leased-and-operated hotels and the franchise management fees we charge to each of our
franchised-and-managed hotels. Furthermore, we believe expanding geographic coverage of our hotel network
through increasing the number of hotels will enhance our brand recognition. Our ability to expand our hotel
network depends on whether we can provide consistent quality services to our guests and franchisees and whether
we can enhance our brand recognition in the market and win the competition for suitable property sites and
quality franchisee candidates.
●
The proportion of mature hotels in our hotel portfolio. We define mature hotels as those that have been in
operation for more than six months. It typically takes six months for our newly opened franchised-and-managed
hotels to ramp up before such hotels can generate normal and stable franchise management fees and for our new
leased-and-operated hotels’ income to exceed the hotel operating costs which are generally fixed in nature.
The operation of each leased-and-operated hotel goes through three stages: development, ramp up and mature
operations. During the ramp up stage, when the occupancy rate is relatively low, revenues generated by these new leased-
and-operated hotels may be insufficient to cover their operating costs. The lower franchise management fees
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generated by our franchised-and-operated hotels during the ramp up stage and the pre-opening expenses incurred during
the development stage and the lower profitability during the ramp-up stage for our leased-and-operated hotels may have a
significant negative impact on our financial performance.
The table below illustrates the net increases of our hotels during 2019, 2020 and 2021.
Year Ended December 31,
2019
2020
2021
Hotels opened
607
538
722
Hotels closed
140
155
403
Net increase in total hotels
467
383
319
We track the performance of our hotels by comparing hotel revenue of our hotels during ramp up stage and mature
hotels, calculated on a monthly rolling basis, taking into account the total number of hotels during ramp up stage and
mature hotels in any particular period of time.
The table below illustrates the comparison of performance between mature hotels and hotels during ramp up stage.
Year Ended December 31,
2019
2020
2021
Mature franchised-and-managed hotels(1)
3,527
3,895
4,222
RevPAR (in RMB)
138
105
116
Franchised-and-managed hotels during ramp up stage
396
405
371
RevPAR (in RMB)
86
101
84
(1)
As of end of the year.
Year Ended December 31,
2019
2020
2021
Mature leased-and-operated hotels(1)
33
32
58
RevPAR (in RMB)
140
102
136
Revenue (in RMB thousands)
253,421
227,074
391,960
(1)
As of end of the year.
●
The fixed nature of our hotel operating costs. For our leased-and-operated hotels, a significant portion of our
operating costs and expenses, including rental and base salary, is generally fixed. As a result, an increase in our
revenues achieved through higher RevPAR will generally result in higher profitability, whereas a decrease in our
revenues could result in a disproportionately large decrease in our earnings. For franchised-and-managed hotels,
the fixed cost components are relatively limited, and the incremental costs associated with each additional
franchisee are minimal, which helps us achieve economies of scale as we attract more franchisees over time.
●
Seasonality and special events. The hospitality industry is subject to fluctuations in revenues due to seasonality.
Generally, the first quarter, in which both the New Year and Spring Festival holidays fall, accounts for a
lower percentage of our annual revenues than the other quarters of the year. In addition, certain special events,
such as large-scale exhibitions, concerts or sports events, may increase the demand for our hotels significantly as
such special events may attract travelers into and within the regions in China where we operate hotels.
●
The COVID-19 pandemic outbreak. The hospitality industry is largely dependent on commercial activities and
travel, which have been materially and adversely affected by COVID-19 since early 2020. Although the Chinese
government implemented travel restrictions starting from March 2020, such travel restrictions in China have been
gradually lifted in regions where the pandemic is under control. Although China’s economic outlook has
recovered and improved since the beginning of the COVID-19 outbreak, COVID-19 as well as government
policies and measures adopted in response to it may still put pressure on the hospitality industry and our
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business. Any further resurgence of COVID-19 could materially and adversely affect our business and results of
operations. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business — We are subject
to various operational risks inherent in the franchised-and-managed business model” and “— Our financial and
operating performance may be adversely affected by epidemics, natural disasters and other catastrophes.”
Key Performance Indicators
We utilize a set of non-financial and financial key performance indicators which our senior management reviews
frequently. The review of these indicators facilitates timely evaluation of the performance of our business and effective
communication of results and key decisions, allowing our business to react promptly to changing customer demands and
market conditions.
Our non-financial key performance indicators consist of increase in the total number of hotels and hotel rooms in our
hotel network, as well as RevPAR achieved by our leased-and-operated hotels and franchised-and-managed hotels.
RevPAR is a commonly used operating measure in the hospitality industry and is defined as the product of average
occupancy rates and average daily rates achieved. Occupancy rates of our hotels mainly depend on the locations of our
hotels, product and service offering, the effectiveness of our sales and brand promotion efforts, our ability to effectively
manage hotel reservations, the performance of managerial and other employees of our hotels, as well as our ability to
respond to competitive pressure. We set the room rates of our hotels primarily based on the location of hotels, room rates
charged by our competitors within the same locality, and our relative brand and product strength in the city or city cluster.
Our financial key performance indicators consist of revenues, operating costs and expenses, which are discussed in
greater detail in the following paragraphs. In addition, we use Adjusted EBITDA, a non-GAAP financial measure, as a key
financial performance indicator to assess our results of operations before the impact of investing and financing transactions
and income taxes. We believe that Adjusted EBITDA is widely used by other companies in the hospitality industry and
may be used by investors as a measure of our financial performance. See “— Results of Operations” for a reconciliation of
Adjusted EBITDA to net income.
Revenues
We primarily derive our revenues from operation of our leased-and-operated hotels and various types of fees we
charge our franchisees in relation to our franchised-and-managed hotels. We also generate revenue from the one-time
membership fees charged to our hotel guests. Our revenues are net of a value-added tax of 6% and other related taxes. The
following table sets forth our revenues generated by our franchised-and-managed hotels and leased-and-operated hotels,
both in absolute amount and as a percentage of total revenues for the year indicated.
2019
2020
2021
RMB
%
RMB
%
RMB
US$
%
Revenues:
Leased-and-operated hotels(1)
253,421
23.2
227,074
24.4
391,960
61,507
32.5
Franchised-and-managed hotels
831,340
76.1
677,481
72.9
774,359
121,514
64.2
Others
7,032
0.7
25,455
2.7
39,827
6,250
3.3
Total revenues
1,091,793 100.0
930,010 100.0
1,206,146
189,271
100.0
●
Franchised-and-managed Hotels. In 2019, 2020 and 2021, we generated revenues of RMB831.3 million, RMB677.5 million and
RMB774.4 million (US$121.5 million) from our franchised-and-managed hotels, which accounted for 76.1%, 72.9 and 64.2% of our
revenues for the respective years, which revenues include revenues from membership fees of franchised-and-managed hotels.
We select franchisees who are property owners, existing hotel operators or hotel investors. We train and manage
general managers for our franchised-and-managed hotels and impose the same standards on all franchised-and-managed
hotels to ensure product quality and consistency across our hotel network. Pursuant to the franchise-and-management
agreements, we charge the franchisees fixed hotel manager fees to compensate us for the franchised-and-managed hotel
managers’ salaries, social welfare benefits and certain other out-of-pocket expenses as incurred. The hotel manager fee is
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94
recognized as revenue on a monthly basis. Management services we provide to our franchisees generally include
appointing and training hotel managers, obtaining access to and integrating into our central reservation system and our
proprietary IT system, providing sales and marketing support, conducting quality assurance inspections, and providing
other operational support and information. Our franchisees are responsible for operating expenses and the costs of
developing and operating the hotels, including renovating the hotels according to our standards. We believe that our
franchised-and-managed model has enabled us to quickly and effectively expand our geographical coverage and increase
our market share in an asset-light manner by utilizing the local knowledge and relationships of our franchisees and the
properties that they may own or have access to which are suitable for future hotel business cooperation with us.
Our revenues from franchised-and-managed hotels are primarily affected by the number of hotels and the revenues
generated by the franchised-and-managed hotels. Our franchise agreements typically run for an initial term of 10 to
20 years. We collect franchise management fee
s from our franchisees and do not bear loss, if any, incurred by our franchisees. Our franchisees are generally required
to pay us an initial franchise fee ranging between RMB150,000 and RMB250,000, depending on the number of rooms in
the hotel. They are also responsible for all costs and expenses related to hotel construction and renovation. In addition, our
franchise agreements typically provide for a monthly franchise management fee of 3% to 5% of the total revenues
generated by each franchised-and-managed hotel. In general, we charge franchisees who open multiple hotels under our
franchised-and-managed model a lower fee to reward their loyalty. On average, we charged our franchisees a monthly
franchise management fee of 4.5%, 4.5% and 4.4% of the total revenues generated by each franchised-and-managed hotel
in 2019, 2020 and 2021. Due to the impact of COVID-19, we supported our franchisees by temporarily reducing both their
recurring franchisee fee and central reservation fee by 50% nationwide, and by temporarily waiving entirely both the
recurring franchisee fee and the central reservation fee for all hotels under requisition or located in Hubei Province. All
these policies resulted in a lower effective ratio of monthly franchisee fees. We also collect from franchisees a reservation
fee on a per room night basis for using our central reservation system, an annual IT system maintenance fee and a part of
the membership registration fee to service customers who join our membership program at franchised-and-managed hotels.
A number of these hotel general managers are our direct employees and the franchisees will reimburse us the general
managers’ salary which is recognized as part of our revenues.
The table below sets forth the revenues from initial franchise fee and recurring franchise management fee and others,
both in absolute amount and as a percentage of our revenues generated from franchised-and-managed hotels for the years
indicated:
2019
2020
2021
RMB
%
RMB
%
RMB
US$
%
Initial franchise fee
54,930
6.6
61,051
9.0
76,263
11,968
9.8
Recurring franchise management fee
776,410
93.4
616,430
91.0
698,096
109,546
90.2
Revenues from franchised-and- managed
hotels
831,340 100.0
677,481 100.0
774,359
121,514
100.0
Revenues from recurring franchise management fee and others as a percentage of our revenues from franchised-and-
managed hotels were 93.4% in 2019, 91.0% in 2020 and 90.2% in 2021.
·
Leased-and-operated Hotels. In 2019, 20120 and 2021, we generated revenues of RMB253.4 million, RMB227.1
million and RMB392.0 million (US$61.5 million) (including RMB74.9 million, RMB77.7 million and RMB74.7
million (US$11.7 million) sublease rental revenue for 2019, 2020 and 2021, respectively) from our leased-and-
operated hotels, which accounted for 23.2%, 24.4% and 32.5% of our revenues for the respective years.
For our leased-and-operated hotels, we own or lease properties from property owners or lessors and we are responsible
for hotel conversion and customization to conform to our standards, as well as for repairs and maintenance and operating
costs and expenses of properties over the term of the lease. We are also responsible for hotel operations and management,
including hiring, training and supervising the hotel managers and employees required to operate our
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95
hotels and purchasing supplies. Our typical lease term ranges from 10 to 20 years with an initial three to six-month rent-
free period. We generally pay rent on a quarterly or semi-annual basis.
Our revenues generated from leased-and-operated hotels are significantly affected by the following:
●
the total number of leased-and-operated hotels in our hotel network;
●
the total number of leased-and-operated hotel rooms in our hotel network; and
●
RevPAR achieved by our leased-and-operated hotels, which represents the product of average daily rates and
occupancy rates.
The growth of revenues generated from our leased-and-operated hotels depends significantly upon our ability to
expand our hotel network into new locations in China and maintain competitive rates.
Operating Costs and Expenses. Our operating costs and expenses consist of hotel operating costs, selling and
marketing expenses and general and administrative expenses.
The following table sets forth the components of our operating costs and expenses, both in absolute amount and as
a percentage of total revenues for the year indicated.
Year Ended December 31,
2019
2020
2021
RMB
%
RMB
%
RMB
US$
%
(in thousands, except for percentages)
Operating costs and expenses:
Hotel operating costs:
Rental
79,597
7.3
118,295 12.7
235,568
36,966
19.5
Utilities
19,119
1.8
15,372
1.7
25,783
4,046
2.1
Personnel costs
38,277
3.5
46,942
5.0
82,114
12,885
6.8
Depreciation and amortization
34,727
3.2
53,850
5.8
80,576
12,644
6.7
Consumables, food and beverage
32,338
3.0
43,258
4.7
69,496
10,905
5.8
Costs of hotel managers of franchised-and-
managed hotels
96,565
8.8
91,665
9.9
114,779
18,011
9.5
Other costs of franchised-and-managed hotels
29,193
2.7
22,986
2.5
26,124
4,099
2.2
Others
9,011
0.8
9,291
1.0
16,937
2,659
1.4
Total hotel operating costs
338,827 31.1
401,659 43.2
651,377
102,215
54.0
Selling and marketing expenses
84,970
7.8
75,347
8.1
66,922
10,502
5.5
General and administrative expenses
184,988 16.9
163,421 17.6
356,046
55,871
29.5
Other operating expenses
3,287
0.3
1,731
0.2
4,938
775
0.4
Total operating costs and expenses
612,072 56.1
642,158 69.0
1,079,283
169,363
89.5
●
Hotel operating costs. Our hotel operating costs consist of costs and expenses directly attributable to the operations of
our franchised-and-managed and leased-and-operated hotels. Operating costs primarily include costs related to our
leased and operated hotels, including rental payments and utility costs, compensation and benefits for our hotel based
employees, costs of hotel room consumable products, such as bedding accessories, towel and sanitary amenities,
depreciation and amortization of leasehold improvements and others including maintenance expenses,
telecommunication expenses and public service charges, as well as costs related to our franchised-and-managed hotels,
including (i) compensation and benefits for franchised-and-managed hotel general managers appointed and trained by
us, the regional managers of the operating department and other headquarter personnel that serve the franchise and
managed hotels, and (ii) related travel and telecommunication expenses.
●
Selling and marketing expenses. Our selling and marketing expenses consist primarily of commissions to travel
intermediaries, expenses for marketing programs and materials, expenses in relation to our membership program,
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96
compensation and benefits for our sales and marketing personnel, and others including meals and travel expenses for
our sales and marketing personnel.
●
General and administrative expenses. Our general and administrative expenses consist primarily of compensation and
benefits, including share-based compensation, for our corporate and regional office employees and other employees
who are not sales and marketing or hotel-based employees, costs of third-party professional services, travel and
accommodation expenses, bad debt provision and other expenses which include bank charges and stamp duty.
A.
Results of Operations
The following table sets forth a summary of our consolidated results of operations, both in absolute amount and as
a percentage of total revenues for the year indicated. This information should be read together with our consolidated
financial statements and related notes included elsewhere in this annual report. We believe that the year-to-year comparison
of operating results should not be relied upon as being indicative of future performance.
Year Ended December 31,
2019
2020
2021
RMB
%
RMB
%
RMB
US$
%
(in thousands, except for percentage)
Consolidated Statement of Comprehensive
Income Data:
Revenues:
Leased-and-operated hotels
253,421
23.2 227,074
24.4
391,960
61,507
32.5
Franchised-and-managed hotels
831,340
76.1 677,481
72.9
774,359
121,514
64.2
others
7,032
0.7
25,455
2.7
39,827
6,250
3.3
Total revenues
1,091,793 100.0 930,010 100.0
1,206,146
189,271
100.0
Operating costs and expenses:
Hotel operating costs
(338,827) (31.1) (401,659) (43.2)
(651,377)
(102,215)
(54.0)
Selling and marketing expenses
(84,970)
(7.8)
(75,347)
(8.1)
(66,922)
(10,502)
(5.5)
General and administrative expenses
(184,988) (16.9) (163,421) (17.6)
(356,046)
(55,871)
(29.5)
Other operating expense
(3,287)
(0.3)
(1,731)
(0.2)
(4,938)
(775)
(0.4)
Total operating costs and expenses
(612,072) (56.1) (642,158) (69.1) (1,079,283)
(169,363)
(89.5)
Other operating income
24,832
2.3
31,399
3.4
27,060
4,246
2.2
Income from operations
504,553
46.2
319,251
34.3
153,923
24,154
12.8
Interest income and other, net
66,088
6.1
72,934
7.8
59,974
9,411
5.0
Interest expenses
(2,506)
(0.2)
(3,456)
(0.4)
(12,671)
(1,988)
(1.1)
Gains (losses) from investments in equity
securities
55,254
5.1
(36,774)
(4.0)
9,138
1,434
0.8
Other income/expense, net
2,691
0.2
2,297
0.2
11,819
1,854
1.0
Income before income taxes
626,080
57.3
354,252
38.1
222,183
34,865
18.4
Income tax expense
(189,568) (17.4) (110,459) (11.9)
(108,889)
(17,087)
(9.0)
Income before share of losses in equity
investees
436,512
40.0
243,793
26.2
113,294
17,778
9.4
Share of losses (gains) in equity investees,
net of tax
1,262
0.1
910
0.1
383
60
0.0
Net income
437,774
40.1
244,703
26.3
113,677
17,838
9.4
Net loss attributable to noncontrolling
interests
4,944
0.5
16,641
1.8
3,761
591
0.3
Net income attributable to ordinary
shareholders
442,718
40.5
261,344
28.1
117,438
18,429
9.7
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97
The following tables present certain unaudited financial data and selected operating data as of and for the years ended
December 31, 2019, 2020 and 2021:
As of December 31,
2019
2020
2021
Selected Operating Data:
Total hotels in operation
3,957
4,340
4,659
Franchised-and-managed hotels
3,923
4,300
4,593
Leased-and-operated hotels
34
40
66
Total hotel rooms in operation
290,026
315,335
337,153
Franchised-and-managed hotels
285,736
310,447
330,089
Leased-and-operated hotels
4,290
4,888
7,064
Number of cities
339
345
367
Year Ended December 31,
2019
2020
2021
Occupancy rate (as a percentage)
Total hotels in operation
80.9 %
68.7 %
71.1 %
Franchised-and-managed hotels
81.1 %
68.9 %
63.4 %
Leased-and-operated hotels
66.1 %
57.8 %
71.3 %
Average daily rate (in RMB)
Total hotels in operation
170
152
164
Franchised-and-managed hotels
169
152
213
Leased-and-operated hotels
211
179
163
RevPAR (in RMB)
Total hotels in operation
137
105
116
Franchised-and-managed hotels
137
105
135
Leased-and-operated hotels
140
104
116
(1)
Based on the number of available rooms.
Year Ended December 31,
2019
2020
2021
RMB
RMB
RMB
US$
(in thousands, except for percentage)
Non-GAAP Financial Data
Adjusted EBITDA(1)
523,374
355,453
325,274
51,042
Adjusted EBITDA Margin(2)
47.9 %
38.2 %
27.0 %
27.0 %
(1)
We believe that Adjusted EBITDA, as we present it, is a useful financial metric to assess our operating and financial performance before the impact
of investing and financing transactions, income taxes and certain non-core and non-recurring items in our financial statements.
In 2020 and prior years, Adjusted EBITDA (non-GAAP) was previously calculated as net income plus other operating expenses, income tax
expense, share of losses in equity investees (net of tax), interest expense, share-based compensation, depreciation and amortization, losses on
investments in equity securities, one-time fees and expenses, provision for bad debt and other expense net, but excludes other operating income,
interest income and other, net, gains on investments in equity securities, share of gains in equity investees (net of tax) and other income net. In 2020,
we revised our presentation and method of calculating Adjusted EBITDA (non-GAAP). Adjusted EBITDA (non-GAAP) is currently calculated as
net income plus other operating expenses, income tax expense, interest expense, depreciation and amortization, losses from investment in equity
securities, share of loss in equity investees (net of tax), but excludes other operating income, interest income and other net, gains from investment in
equity securities, share of gain in equity investees (net of tax) and other income net. Our Adjusted EBITDA for the years ended December 31, 2019,
2020 and 2021 presented above have been retrospectively adjusted and prepared in accordance with this new calculation method.
(2)
Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by our total revenues.
(3)
Our Occupancy rate, Average daily rate and RevPAR data for the year ended December 31, 2019 presented above reflect the impact of
Argyle Hotel Management Group (Australia) Pty Ltd, or Argyle, and Urban Hotel Group, or Urban, only after we acquired them, and began
consolidating them in our financial statements, starting from April 2019 and December 2019, respectively. If such Occupancy rate, Average
daily rate and RevPAR data were also to reflect the full year impact of Argyle and Urban prior to the respective acquisitions, and for the full
year ended December 31, 2019: our Occupancy rate would have been 77.8% for Total hotels in operation, with 78.0% for Franchised-and-
managed hotels and 67.5% for Leased-and-operated hotels; our Average daily rate would have been 168
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98
for Total hotels in operation, with 168 for Franchised-and-managed hotels and 205 for Leased-and-operated hotels; and our RevPAR would
have been 131 for Total hotels in operation, with 131 for Franchised-and-managed hotels and 138 for Leased-and-operated hotels.
The presentation of Adjusted EBITDA should not be construed as an indication that our future results will be
unaffected by other charges and gains, we consider to be outside the ordinary course of our business.
The use of Adjusted EBITDA has certain limitations because it does not reflect all items of income and expenses that
affect our operations. Items excluded from Adjusted EBITDA are significant components in understanding and assessing
our operating and financial performance. Depreciation and amortization expense for various long-term assets, and income
tax have been and will be incurred and are not reflected in the presentation of Adjusted EBITDA. Each of these items
should also be considered in the overall evaluation of our results. Additionally, Adjusted EBITDA does not consider capital
expenditures and other investing activities and should not be considered as a measure of our liquidity. We compensate for
these limitations by providing the relevant disclosure of our other operating income/expense, depreciation and
amortization, interest expense, gains(losses) from investments in equity securities, income tax expenses, share of gains
(losses) in equity investees (net of tax), other income/expense, net, and other relevant items both in our reconciliations to
the corresponding U.S. GAAP financial measures and in our consolidated financial statements, all of which should be
considered when evaluating our performance.
The term Adjusted EBITDA is not defined under U.S. GAAP, and Adjusted EBITDA is not a measure of net income,
operating income, operating performance or liquidity presented in accordance with U.S. GAAP. When assessing our
operating and financial performance, you should not consider this data in isolation or as a substitute for our net income,
operating income or any other operating performance measure that is calculated in accordance with U.S. GAAP. In
addition, our Adjusted EBITDA may not be comparable to Adjusted EBITDA or similarly titled measures utilized by other
companies since such other companies may not calculate Adjusted EBITDA in the same manner as we do.
A reconciliation of Adjusted EBITDA to net income, which is the most directly comparable U.S. GAAP measure, is
provided below:
Year Ended December 31,
2019
2020
2021
RMB
RMB
RMB
US$
(in thousands)
Net income
437,774
244,703
113,677
17,838
Deduct:
Other operating income
24,832
31,399
27,060
4,246
Interest income and other, net
66,088
72,934
59,974
9,411
Gains from investments in equity securities
77,050
45,440
9,138
1,434
Share of gains in equity investees, net of tax
1,550
1,119
383
60
Other income (expense), net
2,691
2,297
11,819
1,855
Add:
Other operating expenses
3,287
1,731
4,938
775
Provision for franchisee loans receivable(1)
—
—
95,362
14,964
Income tax expense
189,568
110,459
108,889
17,087
Share of loss in equity investees, net of tax
288
209
Interest expense
2,506
3,456
12,671
1,988
Depreciation and amortization
40,366
65,870
98,111
15,396
Losses on investments in equity securities
21,796
82,214
—
—
Other expense, net
—
—
—
—
Adjusted EBITDA (Non-GAAP)
523,374
355,453
325,274
51,403
(1) Due to the impact of COVID-19, we have extended the repayment periods for certain loans to our franchisees, and out of an abundance of caution and
prudence we have made provision for such loans receivable as bad debt in the total amount of RMB99.9 million for the year ended December 31, 2021.
As such bad debt is non-recurring in nature, may yet be repaid in the future, we have added back such amount of provision for franchisee loans receivable
in calculating our Adjusted EBITDA.
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Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Revenues. Our total revenues increased by 29.7 % from RMB930.0 million in 2020 to RMB1,206.1 million
(US$189.3 million) in 2021. The increase was primarily due to newly opened L&O and F&M hotels. For the full year
2021, we have opened 722 new hotels and closed 403 hotels at the same time. The revenue per available room, or RevPAR,
was RMB116 in the full year 2021, representing a 11.3% year-over-year increase.
Franchised-and-managed hotels. Revenues from our franchised-and-managed hotels increased by 14.3% from
RMB677.5 million in 2020 to RMB774.4million (US$121.5 million) in 2021. The initial franchise fees increased by
24.9% year-over-year, mainly attributable to the gross opening of【693】F&M hotels and the closure of 【400】F&M
hotels. The recurring franchise management fees increased from RMB616.4 million in 2020 to RMB698.1 million in 2021,
primarily due to【10.7%】increase in RevPAR and the【6.8%】year-over-year increase in the number of F&M hotels,
and was offset by the fee waiver to franchisees related to newly acquired hotels.
Leased-and-operated hotels. Revenues from our leased-and-operated hotels, including sublease rental revenues of
RMB77.7 million and RMB74.7 million (US$ 11.7million) for 2020 and 2021, respectively, increased by 72.6% from
RMB227.1 million in 2020 to RMB392.0 million (US$61.5 million) in 2021. The increase was primarily due to 30.4%
year-over-year increase in L&O hotels' RevPAR and revenues from the 29 L&O hotels opened since the beginning of 2021,
and partially offset by the closure of 3 L&O hotels over the same period.
Hotel operating costs. Our hotel operating costs increased by 62.2% from RMB401.7 million in 2020 to RMB651.4
million (US$102.2 million) in 2021, The increase was mainly attributable to higher rents, higher utilities and consumables,
higher staff headcount and compensation expenses, higher depreciation and amortization, and higher ramp up costs. In
2021, there were 29 L&O hotels opened since the beginning of 2021, and three L&O hotels closed over the same period,
which accounted for the main increase in hotel operating costs. Excluding L&O hotel operating costs, costs related to F&M
hotels and others increased 22.9%.
Selling and marketing expenses. Our selling and marketing expenses decreased by 11.2% from RMB 75.3 million in
2020 to RMB 66.9 million (US$10.5 million) in 2021, The decrease was mainly attributable to lower advertising
expenses. Our selling and marketing expenses decreased as a percentage of our revenues from 8.1% in 2020 to 5.5% in
2021.
General and administrative expenses. Our general and administrative expenses increased by 117.9% from RMB163.4
million in 2020 to RMB 356.0 million US$55.9 million) in 2021, the increase was primarily attributable to the opening of
29 L&O hotels since the beginning of 2021,the impact of provision for bad debts incurred during 2021, and the increased
one-time consulting fees for capital market advice.
Other operating expense. Our other operating expense increased by 185.3% from RMB1.7 million in 2020 to
RMB4.9million (US$0.8 million) in 2021, primarily due to one-off loss from the disposal of property and equipment and
compensation to lessor due to early termination.
Other operating income. Our other operating income decreased by 13.8% from RMB31.4 million in 2020 to
RMB27.1 million (US$4.2 million) in 2021, primarily due to the decrease of financial subsidies from RMB20.1 million in
2020 to RMB17.0 million in 2021.
Income from operations. As a result of the foregoing, our income from operations decreased by 51.8% from
RMB319.3 million in 2020 to RMB153.9 million (US$24.2 million) in 2021. As a percentage of our revenues, our income
from operations decreased from 34.3% in 2020 to 12.8% in 2021.
Interest income and other, net. Our net interest income decreased by 17.8% from RMB72.9 million in 2020 to
RMB60.0 million (US$9.4 million) in 2021, primarily due to primarily due to a decrease in interest income from average
aggregate balances of cash and cash equivalents, restricted cash, short-term investment and time deposits in 2021.
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Gains (losses) from investments in equity securities. Our gains (losses) from investments in equity securities
increased from negative RMB36.8 million in 2020, including mark-to-market losses of RMB40.8 million, commission for
stock purchase of RMB0.7 million, to profit RMB9.1 (US$1.4 million) in 2021, including mark-to-market profit of RMB
6.4 million, commission for stock purchase of RMB 0.3 million. The balance of our investments in equity securities
decreased from RMB242.4 million as of December 31, 2020 to RMB158 million (US$24.8 million) as of December 31,
2021. Aside from these A-share securities, we also hold 41,336,000 shares of Gingko, which we acquired during its initial
public offering on the Hong Kong Stock Exchange in 2019, and 33,652,000 shares of Sunkwan Properties, in which we
invested as a cornerstone investor in its initial public offering on the Hong Kong Stock Exchange in 2020. Any realized or
unrealized gains or losses resulting from the fluctuations of the market value of these securities will be recognized in
earnings in the period which they occur.
Income tax expense. Our income tax expenses decreased by 1.4% from RMB110.5 million in 2020 to RMB108.9
million (US$17.1 million) in 2021, primarily due to the decrease of income from operations. The effective tax rate slightly
increased from 31% in 2020 to 49% in 2021 due to the tax on bad debts provisions and share repurchase plans.
Share of (losses) gains in equity investee, net of tax. The gains in 2020 mainly consist of RMB0.9 million from
Zhilong. We recognized gains of RMB0.4 million (US$0.06 million) in 2021, mainly attribute to to the gains from Zhilong
and losses from Yueyuanbaili.
Net loss attributable to non-controlling interests. The loss in 2021 mainly consist of RMB3.76 million attributable to
GHG’s minority shareholders.
Net income attributable to our ordinary shareholders. As a result of the foregoing, our net income attributable to our
ordinary shareholders decreased by 55.1% from RMB261.3 million in 2020 to RMB117.4million (US$18.4 million) in
2021. Our net margin, defined as our net income attributable to our ordinary shareholders as a percentage of our revenues,
decreased from 28.1% in 2020 to 9.7% in 2021.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Revenues. Our total revenues decreased by 14.8% from RMB1,091.8 million in 2019 to RMB930.0 million in 2020.
The decrease was primarily due to the impact of COVID-19. For the full year 2020, we have opened 538 new hotels and
closed 155 hotels at the same time. The revenue per available room, or RevPAR, was RMB105 in the full year 2020,
Franchised-and-managed hotels. Revenues from our franchised-and-managed hotels decreased by 18.5% from
RMB831.3 million in 2019 to RMB677.5 million in 2020. The initial franchise fees increased by 11.1% year-over-year,
mainly attributable to the gross opening of 528 F&M hotels and contribution from historical amortization under ASC606,
which was adopted since the first quarter of 2019. The recurring franchise management fees decreased from RMB776.4
million in 2019 to RMB616.4 million in 2020, primarily due to RevPAR decrease resulted from impact of COVID-19, as
well as the temporary reduction of franchise management fees and CRS usage fees to support our franchisees during
COVID-19.
Leased-and-operated hotels. Revenues from our leased-and-operated hotels, including sublease rental revenues of
RMB74.9 million and RMB77.7 million for 2019 and 2020, respectively, decreased by 10.4% from RMB253.4 million in
2019 to RMB227.1 million in 2020. The decrease was primarily due to RevPAR decrease, temporary closure of certain
hotels, and partial reduction and extension of sublease income recognition, and partially offset by the revenue contribution
from 6 net newly opened L&O hotels.
Hotel operating costs. Our hotel operating costs increased by 18.5% from RMB338.8 million in 2019 to RMB401.7
million in 2020, The increase was mainly attributable to higher rents, higher depreciation and amortization, the
consolidation of operation costs of Argyle and Urban, which was acquired in April and November, 2019. In 2020, there
were 10 L&O hotels newly opened, which accounted for the main increase in hotel operating costs. Excluding L&O hotel
operating costs, costs related to F&M hotels and others decreased 9.5%.
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Selling and marketing expenses. Our selling and marketing expenses decreased by 11.3% from RMB 85.0 million in
2019 to RMB 75.3 million in 2020, The decrease was mainly attributable to decreases in cost incurred during the first half
of the year for travelling and meals, because of measures taken to control the spread of COVID-19, including the lock-
down of certain cities, business closures, and restrictions on travel. The decrease was also due to the impact of a one-time
expense for the Annual Conference for Celebrating the First Anniversary of our Listing on NYSE in 2019, and partially
offset by the increasing fees incurred during the second half of the year, along with cooperation with Internet social
platforms. Our selling and marketing expenses increased as a percentage of our revenues from 7.8% in 2019 to 8.1% in
2020.
General and administrative expenses. Our general and administrative expenses decreased by 11.7% from RMB185.0
million in 2019 to RMB163.4 million in 2020, the decrease was primarily attributable to the impact of a one-time provision
for bad debts incurred during 2019, partially offset by higher depreciation and amortization for our property and
equipment, increased investment in Research and Development, higher consulting fees, and the consolidation of expenses
from Argyle and Urban.
Other operating expense. Our other operating expense decreased by 47.3% from RMB3.3 million in 2019 to RMB1.7
million in 2020, primarily due to a donation of $1 million and one-time loss of the transformation from one leased-and-
operated hotel to franchise hotel in 2019.
Other operating income. Our other operating income increased by 26.4% from RMB24.8 million in 2019 to RMB31.4
million in 2020, primarily due to the increase of financial subsidies from RMB9.9 million in 2019 to RMB20.1 million in
2020.
Income from operations. As a result of the foregoing, our income from operations decreased by 36.7% from
RMB504.6 million in 2019 to RMB319.3 million in 2020. As a percentage of our revenues, our income from operations
decreased from 46.2% in 2019 to 34.3% in 2020.
Interest income and other, net. Our net interest income increased by 10.4% from RMB66.1 million in 2019 to
RMB72.9 million in 2020, primarily due to an increase in interest income from average aggregate balances of cash and
cash equivalents, restricted cash, short-term investment and time deposits in 2020.
Gains (losses) from investments in equity securities. Our gains (losses) from investments in equity securities
decreased from RMB55.3 million in 2019, including gains from disposal of investments in equity securities of RMB70.4
million and mark-to-market losses of RMB15.1 million., to negative RMB36.8 in 2020, including mark-to-market losses of
RMB40.8 million, commission for stock purchase of RMB0.7 million, and offset by dividends of equity securities of
RMB4.7 million. The balance of our investments in equity securities increased from RMB207.0 million as of
December 31, 2019 to RMB242.4 million as of December 31, 2020. Aside from these A-share securities, we also hold
41,336,000 shares of Gingko, which we acquired during its initial public offering on the Hong Kong Stock Exchange in
2019, and 33,652,000 shares of Sunkwan Properties, in which we invested as a cornerstone investor in its initial public
offering on the Hong Kong Stock Exchange in 2020. Any realized or unrealized gains or losses resulting from the
fluctuations of the market value of these securities will be recognized in earnings in the period which they occur.
Income tax expense. Our income tax expenses decreased by 41.7% from RMB189.6 million in 2019 to RMB110.5
million in 2020, primarily due to the decrease of income from operations in 2020. The effective tax rate slightly increased
from 30% in 2019 to 31% in 2020 due to the combination effect of the tax rate of 25% applied for certain subsidiaries that
was in the process of renewal of HNTE qualification and decrease in accrual of deferred tax liabilities for expected
distributions from our subsidiaries incorporated in the PRC of their 2020 earnings in the form of dividend.
Share of (losses) gains in equity investee, net of tax. The gains in 2019 mainly consist of RMB1.3 million from
Steigenberger Hotels AG. We recognized gains of RMB0.9 million in 2020, mainly attribute to the gains from Zhilong.
Net loss attributable to non-controlling interests. The loss in 2020 mainly consist of RMB16.6 million attributable to
Argyle’s minority shareholders.
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Net income attributable to our ordinary shareholders. As a result of the foregoing, our net income attributable to our
ordinary shareholders decreased by 41.0% from RMB442.7 million in 2019 to RMB261.3 million in 2020. Our net margin,
defined as our net income attributable to our ordinary shareholders as a percentage of our revenues, decreased from 40.5%
in 2019 to 28.1% in 2020.
B.
Liquidity and Capital Resources
Our principal sources of liquidity have been cash generated from operating activities. Our cash and cash equivalents
and restricted cash balance as of December 31, 2021 was RMB320.60 million (US$50.31 million). Our cash and cash
equivalents consist of cash on hand and liquid investments which have maturities of three months or less when acquired.
We have been able to meet our working capital and capital expenditure needs, and we believe that we will be able to
meet our working capital needs in at least the next twelve months with our operating cash flow and existing cash and cash
equivalents. The following table sets forth a summary of our cash flows for the years indicated:
Year Ended December 31,
2019
2020
2021
RMB
RMB
RMB
US$
(in thousands)
Net cash provided by operating activities
513,940
295,257
360,975
56,645
Net cash used in investing activities
(1,219,956) (111,553) (928,388)
(145,684)
Net cash (used in) provided by financing activities
(212,232)
115,528 255,628
40,114
Effect of exchange rate changes on cash and cash equivalents
(6,918)
(7,664)
(1,344)
(211)
Net increase (decrease) in cash and cash equivalents
(925,166)
291,568 (313,129)
(49,137)
Cash and cash equivalents and restricted cash at the beginning of the year
1,267,326
342,160 633,728
99,446
Cash and cash equivalents and restricted cash at the end of the year
342,160
633,728
320,599
50,309
*
Upon the adoption of ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, restricted cash was included within cash and cash
equivalents in the consolidated statement of cash flows for the year ended December 31, 2019 and the comparative disclosure of the year ended
December 31, 2017 and 2018 had been restated to conform to the current year presentation.
Operating Activities
Net cash provided by operating activities was RMB361million (US$56.6 million) in 2021, compared to RMB295.3
million in 2020 and RMB513.9 million in 2019.
Net cash provided by operating activities in 2021 was RMB361 million, which was primarily attributable to our net
income of RMB113.7 million, adjusted to deduct interest income of RMB3.7 million , and to add back (i) non-cash
depreciation and amortization of RMB98.1 million, (ii) losses from investments in equity securities of RMB9.1 million,
and (iii) bad debt expense of RMB132.6 million. The amount was further adjusted by changes in itemized balances of
operating assets and liabilities that have a negative effect on cashflow, including primarily (i) a decrease in our deferred
revenue of RMB53.6 million mainly attributable to a decrease in our membership fees received and initial franchisee fees
received, (ii) an increase in our accounts receivable of RMB22.3million mainly attributable to a decrease in bad debt
provision due to the recovery from COVID 19 and improved operating performance, (iii) an increase in other assets of
RMB49.2 million, (iv) an increase in other current assets of RMB60.3 million,(v) an increase in income tax payable of
RMB16.6 million , as well as certain changes in itemized balances of operating assets and liabilities that have a positive
effect on cashflow, including primarily (i) an increase in our unrecognized tax benefits of RMB38.1 million, (ii) an increase
in accrued expenses and other current liabilities of RMB71.5 million, (iii) an increase in salary and welfare payable of
RMB8.6 million.
Net cash provided by operating activities in 2020 was RMB295.3 million, which was primarily attributable to our net
income of RMB244.7 million, adjusted to deduct interest income of RMB11.5 million, and to add back (i) non-cash
depreciation and amortization of RMB65.9 million, (ii) losses from investments in equity securities of RMB44.5 million,
and (iii) bad debt expense of RMB30.0 million. The amount was further adjusted by changes in itemized balances of
operating assets and liabilities that have a negative effect on cashflow, including primarily (i) a decrease in our deferred
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revenue of RMB59.5 million mainly attributable to a decrease in our membership fees received and initial franchisee fees
received, (ii) an increase in our accounts receivable of RMB28.8 million mainly attributable to a decrease in bad debt
provision due to the recovery from COVID-19 and improved operating performance, (iii) an increase in other assets of
RMB19.7 million, (iv) an increase in other current assets of RMB18.8 million, (v) an increase in deferred taxes of
RMB12.6 million, as well as certain changes in itemized balances of operating assets and liabilities that have a positive
effect on cashflow, including primarily (i) an increase in our unrecognized tax benefits of RMB29.0 million, (ii) an increase
in accrued expenses and other current liabilities of RMB13.2 million, (iii) a decrease in amounts due from related parties of
RMB10.3 million, and (iv) an increase in salary and welfare payable of RMB8.9 million.
Net cash provided by operating activities in 2019 was RMB513.9 million, which was primarily attributable to our net
income of RMB437.8 million, adjusted to deduct (i) gains from investments in equity securities of RMB55.3 million, and
(ii) interest income of RMB35.7 million, and to add back (i) non-cash depreciation and amortization of RMB40.4 million,
(ii) bad debt expense of RMB38.4 million, (iii) share-based compensation expenses of RMB26.5 million, and (iv) income
tax expenses of RMB19.8 million related to dividend distribution by our PRC subsidiaries. The amount was further
adjusted by changes in itemized balances of operating assets and liabilities that have a negative effect on cashflow,
including primarily (i) an increase in our accounts receivable of RMB52.3 million mainly attributable to an increase of
RMB40.9 million in receivables from franchisees due to expansion of our business, (ii) an increase in deferred taxes of
RMB30.2 million, (iii) an increase in other assets of RMB22.6 million, (iv) an increase in prepaid rent of RMB14.3
million, (v) a decrease in income tax payable of RMB12.5 million, as well as certain changes in itemized balances of
operating assets and liabilities that have a positive effect on cashflow, including primarily (i) an increase in our deferred
revenue of RMB19.0 million mainly attributable to an increase in our membership fees received, partially offset by
reduction of initial franchisee fees received, (ii) an increase in our unrecognized tax benefits of RMB92.0 million, (iii) an
increase in accrued expenses and other current liabilities of RMB27.2 million, (iv) an increase in our other long-term
liabilities of RMB21.5 million, and (v) a decrease in other current assets of RMB11.0 million.
Investing Activities
Net cash used in investing activities was RMB928.4 million (US$145.7 million) in 2021, compared to RMB111.6
million in 2020 and net cash provided by investing activities of RMB1,220.0 million in 2019.
Net cash used in investing activities in 2021 was RMB928.4 million, primarily attributable to (i) purchase of short-
term investments of RMB378.2 million, (ii) loan to franchisee net of RMB290.0 million, (iii) purchases of property and
equipment of RMB341.7 million, (iv) purchase of investments in equity securities of RMB8.9million, including the
strategic and financial investment in Sunkwan Properties, (v) increase of long-term time deposits of RMB130.0 million,
(vi) acquisitions, net of cash received of RMB 147.6 million, (vii) advances for purchases of property and equipment of
RMB 219.3 million, (viii) advances for acquisitions of RMB 39.5 million, (x)loan to related parties net of RMB296.7
million, partially offset by (i) proceeds from short-term investments of RMB536.4 million, (ii) repayment of advances for
acquisitions of RMB12.2 million, (iii) repayment from advances for purchases of property and equipment of RMB22.4
million, (iv) proceeds from disposal of equity securities of RMB 284 million. (v) proceeds from sales of long-term time
deposits of RMB50 million,(vi) repayment of loan from third parties of RMB18.2 million.
Net cash used in investing activities in 2020 was RMB111.6 million, primarily attributable to (i) purchase of short-
term investments of RMB206.6 million, (ii) loan to franchisee net of RMB119.6 million, loan to third parties net of
RMB62.0 million, (iii) purchases of property and equipment of RMB111.9 million, (iv) purchase of investments in equity
securities of RMB65.8 million, including the strategic and financial investment in Sunkwan Properties, (v) increase of
long-term time deposits of RMB30.0 million, (vi) payment for acquisitions of RMB25.0 million, partially offset by
(i) proceeds from short-term investments of RMB453.4 million, (ii) repayment of advances for acquisitions of RMB36.4
million, (iii) repayment from a related party net of RMB11.6 million.
Net cash used in investing activities in 2019 was RMB1,220.0 million, primarily attributable to (i) purchase of short-
term investments of RMB823.2 million, (ii) increase of long-term time deposits of RMB500.0 million, (iii) payment for
acquisitions of RMB363.9 million, (iv) purchase of investments in equity securities of RMB328.2 million, including the
investment of Gingko and New Century, (v) purchases of property and equipment of RMB213.3 million (vi) loan to related
parties net of RMB175.9 million, loan to franchisee net of RMB135.4 million, loan to third
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parties net of RMB10.3 million, partially offset by (i) proceeds from short-term investments of RMB1,107.1 million and
(ii) proceeds from disposal of equity securities of RMB222.0 million.
Financing Activities
Net cash provided by financing activities was RMB255.6 million (US$40.1 million) in 2021, compared to net cash
provided by financing activities of RMB115.5 million in 2020 and net cash used in financing activities of RMB212.2
million in 2019.
Net cash provided by financing activities in 2021 was RMB255.6 million, primarily attributable to (i) proceeds from
bank borrowings net of RMB558.0 million, (ii) proceeds from NCI of RMB17.9 million and (iii) Distribution to the
shareholders of RMB320.3 millions.
Net cash provided by financing activities in 2020 was RMB115.5 million, primarily attributable to (i) proceeds from
short-term borrowings of RMB90.0 million and (ii) proceeds from NCI of RMB27.5 million.
Net cash used in financing activities in 2019 was RMB212.2 million, primarily attributable to proceeds from NCI of
RMB14.7 million and offset by a distribution to our shareholders of RMB227.0 million.
Statutory Reserves
As a holding company, we rely upon dividends paid to us by our subsidiaries in the PRC to pay dividends and to
finance any debt we may incur. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the
future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries are
permitted to pay dividends to us only out of their accumulated profits, if any, as determined in accordance with PRC
accounting standards and regulations. Pursuant to laws applicable to entities incorporated in the PRC, each of our
subsidiaries in the PRC must make appropriations from after tax profit to a statutory surplus reserve fund. The reserve fund
requires annual appropriation of 10% of after tax profit (as determined under accounting principles generally accepted in
the PRC at each year-end) after offsetting accumulated losses from prior years, until such reserve reaches 50% of the
subsidiary’s registered capital. The reserve fund can only be used to increase the registered capital and eliminate further
losses of the respective companies under PRC regulations. As of December 31, 2019, 2020 and 2021, total statutory
reserves of our PRC subsidiaries was RMB63.0 million, RMB70.0 million and RMB77.5 million (US$[12.2] million).
These reserves are not distributable as cash dividends, loans or advances. In addition, due to restrictions under PRC laws
and regulations, our PRC subsidiaries are restricted in their ability to transfer their net assets to the company in the form of
dividend payments, loans or advances. Amounts of net assets restricted include paid up capital and statutory reserve funds
of our PRC subsidiaries amounted to RMB509.4 million, RMB777.7 million and RMB936.8 million (US$147.0 million) as
of December 31, 2019, 2020 and 2021, respectively.
Treasury Policy
As a result of practical difficulties in remitting cash by our PRC subsidiaries outside of China, we have established a
treasury policy to better utilize our financial resources and manage our cash that we generate from our operations in China.
Under this policy, when our internal cash flow and liquidity forecast indicate that we have sufficient capital resources for
our operating activities and our capital expenditure, we make liquid investments with a portion of our excess cash to
achieve a better return on our assets than generating interest on bank deposits.
Given the limited investment channels available in China, we purchase short-term wealth management products issued
by commercial banks and shares of blue chip companies listed in China’s A-Share market. Meanwhile, for the strategic
purpose, we invested in two HK listed companies. The short-term wealth management products are typically principal
protected with limited risks. In addition, we select high-quality companies with proven track records and stable operations.
Among these investments, most of them are state-owned enterprises.
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As of December 31, 2019, 2020 and 2021, we had short-term investments of RMB437.3 million, RMB302.0 million
and RMB557.5 million (US$87.5 million) and investments in equity securities of RMB207.0 million, RMB242.4 million
and RMB158.0 million (US$24.8 million). We recorded losses from disposal of the short-term investments and
investments in equity securities gains of nil and RMB70.4 million, respectively, in 2019, gains of nil and RMB2.3 million,
respectively, in 2020, and gains of nil and RMB13.6 million (US$2.1 million, respectively, in 2021. Mark-to-market losses
from these equity securities we recorded amounted to RMB29.8 million, RMB29.6 million and RMB8.7 million (US$1.4
million) in 2019, 2020 and 2021, respectively.
In January 2019, we declared a cash dividend of US$30.6 million, US$0.30 per ordinary share, or US$0.30 per ADS.
Holders of our ordinary shares and ADSs as of the close of trading on February 6, 2019 were entitled to such cash
dividend, and we paid such dividend in full in February 2019. In December 2019, we declared a cash dividend of US$25.5
million, US$0.25 per ordinary share, or US$0.25 per ADS. Holders of our ordinary shares and ADSs as of the close of
trading on December 24, 2019 were entitled to such cash dividend, and we paid such dividend in full in January 2020. In
December 2021, we declared a cash dividend of US$0.55 per ordinary share, or US$0.55 per ADS. Holders of our ordinary
shares and ADSs as of the close of trading on December 31, 2021 were entitled to such cash dividend, and we paid such
dividend in full in January 2022.
In addition, we plan to implement a more prudent treasury policy that involves board level discussion, approval and
oversight, as well as third party professional securities trading advice. In particular, we plan to gradually liquidate our
holding of our investments in equity securities, subject to market conditions, and will put the unutilized cash in interest-
bearing accounts or pursue less volatile investment options.
Recently Issued Accounting Standards
Please see Note 2 to our consolidated financial statements included elsewhere in this annual report.
C.
Research and Development, Patents and Licenses, etc.
Hotel Development
See “Item 4. Information on the Company—B. Business Overview—Our Technology Infrastructure” and “Item 4.
Information on the Company—B. Business Overview—Hotel Development.”
Intellectual Property
See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
D.
Trend Information
Please refer to “—A. Results of Operations” for a discussion of the most recent trends in our services, sales and
marketing by the end of 2021. In addition, please refer to discussions included in such Item for a discussion of known
trends, uncertainties, demands, commitments or events that we believe are reasonably likely to have a material effect on
our net sales and operating revenues, income from continuing operations, profitability, liquidity or capital resources, or that
would cause reported financial information to be not necessarily indicative of our future operating results or financial
condition.
E.
Critical Accounting Estimates
Critical Accounting Policies and Significant Judgements and Estimates
We prepare financial statements in accordance with accounting principles generally accepted in the United States, or
U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect the reported amounts of our assets
and liabilities and the disclosure of our contingent assets and liabilities at the end of each fiscal period and the reported
amounts of revenues and expenses during each fiscal period. We evaluate these judgments and estimates based
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on our own historical experience, knowledge and assessment of current business and other conditions, our expectations
regarding the future based on available information and assumptions that we believe to be reasonable, which together form
our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is
an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our
accounting policies require a higher degree of judgment than others in their application.
The selection of critical accounting policies and estimates, the judgments and other uncertainties affecting application
of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be
considered when reviewing our financial statements. We believe the following accounting policies involve the most
significant judgments and estimates used in the preparation of our financial statements.
Revenue recognition
Our revenues from leased-and-operated hotels are primarily derived from hotel operations, including the rental of
rooms and food and beverage sales. Each of these products and services represents an individual performance obligation
and, in exchange for these services, we receive fixed amounts based on fixed rates or fixed standalone selling price.
Revenue is recognized when rooms are occupied, and food and beverages are sold. Sublease rental revenues as the
respective performance obligations are derived from the subleasing of partial space of leased-and-operated hotels and is
recorded in leased-and-operated hotel revenue in the consolidated statements of comprehensive income on a straight-line
basis over the contractual lease term satisfied.
Our revenues from franchised-and-managed hotels are derived from franchise agreements where the franchisees are
required to pay (i) an initial one-time non-refundable franchise fee, and (ii) continuing franchise fees, which mainly consist
of on-going management and service fees based on a certain percentage of the room revenues of the franchised-and-
managed hotels and central reservation system (“CRS”) usage fee based on a fixed rate per transaction. For franchised-and-
managed hotels, we have a performance obligation to provide franchisees a license to our hotel system intellectual property
for use of certain of our brand names. The one-time franchise fees are fixed consideration payable upon submission of a
franchise application or renewal and are recognized on a straight-line basis over the initial or renewal term of the franchise
agreements. We do not consider this advance consideration to include a significant financing component, since it is used to
protect us from the franchisees failing to adequately complete some or all obligations under the contract. The continuing
fees represent variable consideration, as the transaction price is based on a percentage of underlying service revenue is
recognized by the franchisees’ operations. We recognize continuing franchise fees on a monthly basis over the term of the
agreement as those amounts become payable.
In addition, we designate hotel managers to certain hotels and accounts for hotel manager fees related to the hotels
under the franchise program as revenues. Pursuant to the franchise-and-management agreements, we charge the franchisees
fixed hotel manager fees to compensate us for the franchised-and-managed hotel managers’ salaries, social welfare benefits
and certain other out-of-pocket expenses as incurred. The hotel manager fee is recognized as revenue on a monthly basis.
We invite our customers to participate in a membership program with four tiers of membership – E-membership, R-
membership, gold membership and platinum membership. A one-time membership fee is charged for new members except
for the E-membership. The membership automatically expires after two years in the event of non-usage and is
automatically renewed if used at least once within a two-year period. Members enjoy discounts on room rates, priority in
hotel reservation, and accumulate membership points for their paid stays, which can be redeemed for membership
upgrades, room night awards and other gifts within two years after the points are earned.
Membership fees from our membership program are earned and recognized on a straight-line basis over the expected
membership duration of the different membership levels. Such duration is estimated based on our experience and is
adjusted on a periodic basis to reflect changes in membership retention. The membership duration is estimated to be three
to five years depending on membership level.
Membership points earned by members represent a material right to free or discounted goods or services in the future.
The membership program has one performance obligation that consists of marketing and managing the program
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and arranging for award redemptions by members. The amount of revenue we recognize upon point redemption is
impacted by the estimate of the “breakage” for points that members will never redeem. We estimate breakage based on our
historical experience and expectations of future member behavior and will true up the estimated breakage at the end of
each period. We recognized revenue net of reimbursement paid to franchisees as our performance obligation is to facilitate
the transaction between the member and the franchised and managed hotels.
Impairment of long lived assets
We evaluate impairment of our long-lived assets to be held and used, including property and equipment, definite-lived
intangible assets and other non-current assets, when events or changes in circumstances indicate, in management’s
judgment, that the carrying value of such assets may not be recoverable in accordance with ASC subtopic 360-10, Property,
Plant and Equipment-Overall. Recoverability of an asset to be held and used is measured by a comparison of the carrying
amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying
value of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount
that the carrying value exceeds the estimated fair value. Fair value is generally determined by discounting the cash flows
expected to be generated by the assets, when the market prices are not readily available for the long-lived assets. We
evaluate the trademark, which can be treated as infinite lived intangibles, at the end of each reporting period to determine
whether events and circumstances continue to support an indefinite useful life. Impairment is tested annually or more
frequently if events or changes in circumstances indicate that it might be impaired.
Long-term Investments
Our long-term investments mainly consist of equity-method investments, equity investments with readily determinable
fair values and equity investments without readily determinable fair values and an available-for-sale debt investment.
Investments in entities in which we have significant influence but do not own a majority equity interest or otherwise
control are accounted for using equity-method investments in accordance with ASC 323-10, Investments — Equity Method
and Joint Ventures: Overall. The share of earnings or losses of such investees are recorded in earnings. We record
impairment losses on these investments when the impairment is deemed other-than-temporary.
Investments in equity securities that have readily determinable fair values (except those accounted for under the equity
method of accounting or those that result in consolidation of the investee) are measured at fair value, with unrealized gains
and losses from fair value changes recognized in net income in the consolidated statements of comprehensive income.
For investments in equity securities without readily determinable fair value and do not qualify for the existing practical
expedient in ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) to estimate fair value using the net
asset value per share (or its equivalent) of the investment, we elected to use the measurement alternative to measure those
investments at cost, less impairment, plus or minus changes from observable price changes in orderly transactions for the
identical or similar investments of the same issuer, if any. These investments are measured at fair value on a nonrecurring
basis when there are events or changes in circumstances that may have a significant adverse effect. An impairment loss is
recognized in the consolidated statements of comprehensive income equal to the amount by which the carrying value
exceeds the fair value of the investment. Prior to the adoption of ASU 2016-01 Financial Instruments – Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and Financial Liabilities on January 1, 2019, these
investments were accounted for using the cost method of accounting, measured at cost less other-than-temporary
impairment.
The available-for-sale debt investment is convertible debt instruments issued by a private company that is redeemable
at the Company’s option, which are measured at fair value, with interest income recognized in net income in the
consolidated statements of comprehensive income and all other changes in the carrying amount of these debt investments
are recognized in other comprehensive income. An impairment loss on the available-for-sale debt investments, if any, is
recognized in earnings when the decline in value is determined to be other-than-temporary.
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Income taxes
We account for income taxes using the liability method, where deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be
recovered or settled. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more
likely than not that some or all of the deferred tax assets will not be realized.
We recognize the benefit of a tax position if the tax position is more likely than not to prevail based on the technical
merits of the tax position. Tax positions that meet the “more likely than not” threshold are measured at the largest amount
of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. We re-assessed our liability
for unrecognized tax benefits that may be affected by changing interpretations of laws, rulings by tax authorities, changes
and/or developments with respect to tax audits, and expiration of the statute of limitations. Changes in recognition and
measurement estimates are recognized in the period in which the changes occur. We account for interest and penalties
related to an uncertain tax position as a component of income taxes.
Share-based compensation
Share based awards granted to employees are accounted for under ASC 718, “Compensation — Stock Compensation”,
which requires that such equity awards granted to employees be measured based on the grant date fair value and
recognized as compensation expense a) immediately at grant date if no vesting conditions are required; or b) using
accelerated method, net of estimated forfeitures, over the requisite service period, which is the vesting period.
Litigation and contingencies
From time to time are, and in the future, we may be, parties to or targets of lawsuits, claims, investigations, and
proceedings, including but not limited to non-compliance with respect to licenses and permits, franchise agreements and
lease contracts, which are handled and defended in the ordinary course of business. We may be unable to estimate the
reasonably possible loss or a range of reasonably possible losses until developments in such matters have provided
sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand
from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by the court on motions or
appeals, or the progress of settlement negotiations. We accrue a liability for such matters when it is probable that a liability
has been incurred and the amount can be reasonably estimated. When we are not able to reasonably estimate a single
amount within a range, we accrue the minimum amount. We expense legal costs, including those expected to be incurred in
connection with a loss contingency, as incurred.
Business combinations
We account for all business combinations under the purchase method in accordance with ASC 805, Business
Combinations. The cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the
assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are
expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately
at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the
total of the cost of the acquisition, fair value of the noncontrolling interests and acquisition date fair value of any
previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is
recorded as goodwill. If the cost of acquisition is less than the fair value of the identifiable net assets of the acquiree, the
difference is recognized directly in earnings.
The determination and allocation of fair values to the identifiable net assets acquired, liabilities assumed and
noncontrolling interest is based on various assumptions and valuation methodologies requiring considerable judgment. The
most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the
cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. We
determine discount rates to be used based on the risk inherent in the acquiree’s current business model and
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industry comparisons. Although we believe that the assumptions applied in the determination are reasonable based on
information available at the date of acquisition, actual results may differ from forecasted amounts and the differences could
be material.
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable assets acquired less
liabilities assumed of an acquired business. Our goodwill as of December 31, 2020 and 2021 was related to our acquisition
of subsidiaries and business. We follow ASC subtopic 350-20, Intangibles-Goodwill and Other: Goodwill. Goodwill and
business acquired in a business combination are not amortized, but instead tested for impairment at least annually, or more
frequently if certain circumstances indicate a possible impairment may exist.
In accordance with ASC 350-20, we have assigned and assessed goodwill for impairment at the reporting unit level. A
reporting unit is an operating segment or one level below the operating segment. We have determined that we have one
reporting unit, which is also our only reportable segment.
We have the option to first assess qualitative factors to determine whether it is necessary to perform the two-step test in
accordance with ASC 350-20, Testing Goodwill for Impairment. If we believe, as a result of the qualitative assessment,
that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, the two-step
quantitative impairment test described above is required. Otherwise, no further testing is required. In the qualitative
assessment, we consider primary factors such as industry and market considerations, overall financial performance of the
reporting unit, and other specific information related to the operations. In performing the two-step quantitative impairment
test, the first step compares the carrying amount of the reporting unit to the fair value of the reporting unit based on either
quoted market prices of the ordinary shares or estimated fair value using a combination of the income approach and the
market approach. If the fair value of the reporting unit exceeds the carrying value of the reporting unit, goodwill is not
impaired and we are not required to perform further testing. If the carrying value of the reporting unit exceeds the fair value
of the reporting unit, then we must perform the second step of the impairment test in order to determine the implied fair
value of the reporting unit’s goodwill. The fair value of the reporting unit is allocated to its assets and liabilities in a
manner similar to a purchase price allocation in order to determine the implied fair value of the reporting unit goodwill. If
the carrying amount of the goodwill is greater than its implied fair value, the excess is recognized as an impairment loss.
In 2020, we elected to choose to bypass the qualitative assessment and proceed directly to perform a quantitative test.
In 2019 and 2021, we performed a qualitative assessment for its operating unit.
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.
Directors and Senior Management
The following table sets forth certain information relating to our current directors, executive officers and senior
management.
Name
Age Position/Title
Alex S. Xu (
)
58
Chairman and chief executive officer
Gregory James Karns
66
Director, general counsel
Yanjie (Catherine) Zhu
39
Independent director
Bingwu Xie (
)
52
Independent director
Dong Li (
)
46
Independent director
Yiping Yang (
)
39
Chief financial officer
Wen Qi (
)
44
Vice president, human resources and
administration
Yong Yang (
)
43
Vice president, development
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Mr. Alex S. Xu (
) is our founder and has served as our chairman of the board of directors and chief executive
officer since 2004. Mr. Xu is the founder of American Pacific Homes, Inc., a leading home builder in California and
transformed now to a hotel franchisor and operator in the Western US, and has served as its chairman since 1997. He also
has served as a managing director of Foothill Medical Centers since 1997. Prior to founding our company, Mr. Xu served
as the chief operating officer of U.S. Uni-President Investment and Development from 1995 to 1997. From 1994 to 1996,
Mr. Xu served as the director of finance with Santa Anita Realty Enterprises, Inc. From 1990 to 1994, Mr. Xu worked as
the accounting and corporate data service manager for Broadway Stores Inc. Mr. Xu received a bachelor’s degree in
engineering from Beijing Institute of Technology in 1984 and two master’s degrees in computer engineering and in applied
mathematics from the University of Southern California in 1990.
Mr. Gregory James Karns has served as a director and general counsel of our company since 2005. Mr. Karns is a
partner with the U.S. law firm of Cox, Castle & Nicholson LLP, where he has worked since 1989. From 1985 to 1989,
Mr. Karns worked as an associate with the law firm of Jones, Day, Reavis & Pogue, and Mr. Karns began his legal career in
1983 as an associate with the law firm of Kindel & Anderson. Mr. Karns received a bachelor’s degree in political science
from the University of California in 1980, and his juris doctor degree from Loyola Law School in 1983.
Ms. Yanjie (Catherine) Zhu ( ) has served as an independent director of our company since December 2021. Ms.
Zhu has served as the finance director of Baozun Inc. (Nasdaq: BZUN and HKEX: 9991) (“Baozun”) since November
2020. Prior to joining Baozun, she served as the finance director for Cue & Co., Group Ltd. and then IBR between April
2018 and October 2020. From September 2016 to February 2018, Ms. Zhu worked as a finance controller with Xperience
Communications (Shanghai) Co., Ltd. Between March 2013 and September 2016, she worked as a finance manager first
with Lend Lease Project Management & Construction (Shanghai) Co., Ltd., and then with Porsche Centre Shanghai
Waigaoqiao Limited. Prior to that, Ms. Zhu worked as an audit manager with KPMG in its Shanghai office from August
2005 to February 2013. Ms. Zhu received a bachelor’s degree in business administration from Shanghai International
Studies University in July 2005. Ms. Zhu is a member of the Chinese Institute of Certified Public Accountants and the
Institute of Internal Auditors.
Mr. Bingwu Xie (
) has served as an independent director of our company since 2011. Mr. Xie is the founder
and owner and has served as a director of Global Standard Investment Management Co., Ltd. since 2009 and as a director
of ValueAlert Co, Ltd. since 2005. From 2014 to 2016, Mr. Xie served as a partner of Gopher Asset Management Limited
and as the deputy chief investment officer of Noah Holdings (Hong Kong) Limited. From 2009 to 2014, Mr. Xie served as
a managing director in the mergers and acquisitions department of ZEG Capital Management Co., Ltd. with Zhongzhi
Enterprise Group, and as corporate vice president in charge of the real estate finance division of Zhongrong International
Trust Co., Limited. From 2000 to 2009, Mr. Xie held various positions with Lehman Brothers in Japan and Hong Kong as a
vice president and senior vice president of the investment management division, as a vice president in the fixed income
division, and served as China country head of the real estate private equity division since December 2006. Mr. Xie received
a bachelor’s degree in English for science and technology from Harbin Institute of Technology in 1993 and a master’s
degree in international development (economics) from the International University of Japan in 1998.
Mr. Dong Li (
) has served as an independent director of our company since March 2018. Mr. Li has served as the
chief financial officer of Tim Hortons China, a premium coffee chain network in China since September 2021. Mr. Li also
served as an independent director of Boqii Holding Ltd (China’s leading pet-focused platform listed on the NYSE, ticker
symbol: BQ) since September 2020, and as an independent non-executive director of Helens International Holdings
Company Limited (China’s largest bar chain network listed on the Hong Kong Stock Exchange, ticker symbol: 09869)
since August 2021. Prior to joining Tim Hortons China, Mr. Li served as the chief financial officer for several companies,
including Ximalaya Inc., one of China’s largest online audio platforms from September 2019 to September 2021;
OneSmart International Education Group Limited, a diversified premium K-12 education company in China listed on the
New York Stock Exchange (ticker symbol: ONE) from July 2017 to June 2019; Pegasus Media Group Limited, a company
focuses on movie and TV show production, investment, licensing, marketing and derivatives from April 2016 to April
2017; and Ecovacs Robotics Holdings Limited, a consumer robotics company in China listed on the Shanghai Stock
Exchange (ticker symbol: 603486) from March 2015 to February 2016. From September 2008 to February 2015, Mr. Li
worked as an associate and later vice president in investment banking at Bank of America Merrill Lynch and ICBC
International in Hong Kong. Prior to that, Mr. Li worked in KPMG’s auditing practice group from August 1999 to
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April 2006 in its Beijing and Silicon Valley offices, respectively. Mr. Li received a bachelor’s degree in accounting from
School of Economics and Management, Tsinghua University in July 1999, as well as a master’s degree in business
administration in finance from Kellogg School of Management, Northwestern University in June 2008. Mr. Li is a member
of the Chinese Institute of Certified Public Accountants and the Certified General Accountants Association of Canada.
Dr. Yiping Yang (
) has served as our chief financial officer since January 2019, a director of our company from
January 2018 to March 2018, as our vice president for operations since 2017, and as our vice president for sales and
marketing since 2016. Dr. Yang has worked at our company as a secretary of general managers and a group marketing
director since 2016, with responsibility for sales channels, customer reservation services, online promotion, public
relations, and graphic design. She initially joined our company as executive assistant to the chairman. From 2011 to 2015,
Dr. Yang held various roles as a marketing director, sales manager, and assistant general manager with Jingfeng Industry
Co., Ltd., Jiangxi, a chain manufacturing company. Dr. Yang received a bachelor’s degree in applied mathematics from
Shanghai Jiao Tong University in 2004 and passed the qualifying exam for the doctoral program in 2006. She received a
doctoral degree in financial engineering from the Chinese University of Hong Kong in 2010.
Ms. Wen Qi (
) has served as our vice president for human resources and administration since 2016. Ms. Qi has
held various positions in our company since 2006. From 2013 to 2016, she served as the director of our information
technology department with responsibility for scheduling programs, appraising employees’ performance and planning the
development of information technology solutions for our company. From 2011 to 2013, Ms. Qi served as a director of our
purchasing department. From 2008 to 2009, and from 2009 to 2011, she successively served as a supervisor and as a
director of our legal affairs department. From 2006 to 2007, Ms. Qi worked as the executive secretary to the chairman of
our board of directors. Ms. Qi received a bachelor’s degree in law from University of Science and Technology Beijing in
2002 and received a master’s degree in law from the University of Hertfordshire in 2005.
Mr. Yong Yang (
) has served as our vice president for development since 2015. Mr. Yang worked with our
company as a regional manager from 2013 to 2015 and as a regional deputy manager from 2012 to 2013. In 2012, he
served as our regional director of the Southern Anhui Region. From 2011 to 2012, Mr. Yang worked with our company as a
regional manager and a development specialist. From 2011 to 2010, he worked successively as a deputy manager and then
manager of our Anhui branch. From 2008 to 2009, Mr. Yang served as assistant general manager of the Hefei branch of
Homeinns Hotels Co., Ltd. Mr. Yang studied economic management at the College of Economics and Management at the
Anhui Administration Institute and graduated in 2005.
B.
Compensation
For the year ended December 31, 2021, we paid an aggregate of approximately US$0.50 million in cash to our
executive officers and directors.
Employment Agreements
We have entered into employment agreements with all of our executive officers. Under these agreements, each of our
executive officers is employed for a specified time period. We may terminate his or her employment for cause at any time,
with prior written notice, for certain acts of the employee, including but not limited to a conviction to a felony, or willful
gross misconduct by the employee in connection with his employment, and in each case if such acts have resulted in
material and demonstrable financial harm to us. An executive officer may, with prior written notice, terminate his or her
employment at any time for any material breach of the employment agreement by us that is not remedied promptly after
receiving the remedy request from the employee. Furthermore, either party may terminate the employment agreement at
any time without cause upon advance written notice to the other party. Upon termination, the employee is generally entitled
to a severance pay of at least one month’s salary.
Each executive officer has agreed to hold, both during and subsequent to the terms of his or her agreement, in
confidence and not to use, except in pursuance of his or her duties in connection with the employment, any of our
confidential information, technological secrets, commercial secrets and know-how. Our executive officers have also agreed
to disclose to us all inventions, designs and techniques resulted from work performed by them, and to assign us
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all right, title and interest of such inventions, designs and techniques. Moreover, each of our executive officers has agreed
that during the term of his or her employment with us and three years thereafter: (i) not to serve, invest or assist in any
business that competes with our business; and (ii) not to solicit any of our officers, directors, employees or agents.
Share Incentive Plan
2018 Share Incentive Plan
In January 2018, our board of directors adopted our 2018 share incentive plan to attract and retain personnel, provide
additional incentives to our employees, directors and consultants, and promote the success of our business. The 2018 share
incentive plan provides for the grant of options, restricted shares and restricted share units, collectively referred to as
awards. Our board of directors has authorized the issuance of up to 9,000,000 Class A ordinary shares upon exercise of
awards granted under our 2018 share incentive plan.
Plan Administration
The compensation committee of our board of directors, or before the compensation committee is established, the
chairman of our board of directors, will administer the 2018 share incentive plan. The compensation committee or the
chairman of the board of directors, as appropriate, will determine the participants to receive awards, the type and number of
awards to be granted and the terms and conditions of each award grant.
Award Agreements
Awards granted under our 2018 share incentive plan are evidenced by an award agreement that sets forth the terms,
conditions and limitations for each grant, which may include the term of the award, the provisions applicable in the event
of the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend,
cancel or rescind the award.
Transfer Restrictions
The right of a grantee in an award granted under our 2018 share incentive plan may not be transferred in any manner
by the grantee other than by will or the laws of succession and, with limited exceptions, may be exercised during the
lifetime of the grantee only by the grantee.
Option Exercise
The term of options granted under the 2018 share incentive plan may not exceed six years from the date of grant. The
consideration to be paid for our ordinary shares upon exercise of an option or purchase of shares underlying the option may
include cash, check or other cash-equivalent, ordinary shares, consideration received by us in a cashless exercise, or any
combination of the foregoing methods of payment.
Acceleration upon a Change of Control
If a change of control of our company occurs, the award agreement may provide for acceleration of the vesting of the
awards pursuant to the agreement. Our compensation committee or our board of directors may (i) cancel the awards for fair
market value, (ii) provide for issuance of substitute awards or (iii) provide that for at least 15 days prior to the change of
control the awards shall be exercisable as to all shares subject thereto and such awards shall terminate after the change of
control.
Termination and Amendment
Unless terminated earlier, our 2018 share incentive plan will expire after ten years. Our board of directors has the
authority to amend or terminate our 2018 share incentive plan, subject to shareholder approval to the extent necessary to
comply with applicable law. Shareholders’ approval is required for any amendment to the 2018 share incentive plan that
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(i) increases the number of ordinary shares available under the 2018 share incentive plan or changes the maximum number
of shares for which awards may be granted to any participant or, (ii) diminish any of the rights of the participant under any
award previously granted to such participant under the plan without such participant’s consent.
Granted Options
Our board of directors has only granted options to participants in our 2018 share incentive plan. In January 2018, we
granted 1,703,000 options to purchase our Class A ordinary shares to certain of our employees and directors. All of these
options were subject to applicable vesting schedules. As of the date of the annual report, there were (i) 1,022,000 Class A
ordinary shares issuable upon the exercise of outstanding options and (ii) 7,978,000 Class A ordinary shares reserved for
future issuance. The table below summarizes, as of the date of this annual report, the options we have granted to our
directors and executive officers under our 2018 share incentive plan.
Number of
shares underlying Exercise price
Name
options granted (US$ per share)
Grant date
Expiration date
Alex S. Xu
*
14.00
(1) January 15, 2018
January 15, 2024
Gregory James Karns
*
14.00
(1) January 15, 2018
January 15, 2024
12.00
(2) January 15, 2018
January 15, 2024
Yanjie (Catherine) Zhu
*
14.00
(1) December 31,2021
December 31,2027
Bingwu Xie
*
14.00
(1) January 15, 2018
January 15, 2024
Dong Li
*
14.00
(1)
March 13,2018
March 13,2024
Yiping Yang
*
12.00
January 15, 2018
January 15, 2024
Wen Qi
*
12.00
January 15, 2018
January 15, 2024
Yong Yang
*
12.00
January 15, 2018
January 15, 2024
*
Less than 1% of our total shares outstanding.
(1)
Equals to the public offering price. For services as directors of our Company.
(2)
For services as general counsel of our Company.
C
Board Practices
Board of Directors
A company of which more than 50% of the voting power is held by a single person or entity is considered a
“controlled company” under the NYSE Listed Company Manual. A controlled company need not comply with the NYSE
corporate governance rules requiring a board of directors to have a majority of independent directors, to have an
independent compensation committee, and to have independent nomination/corporate governance committees. As long as
GTI or Mr. Alex S. Xu owns at least 50% of the voting power of our company, we will be a “controlled company” as
defined under the NYSE Listed Company Manual. We have no current intention to rely on the controlled company
exemption.
Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate
governance committee. As a foreign private issuer, we are permitted to follow home country corporate governance
practices under the Corporate Governance Rules of the New York Stock Exchange.
Committees of the Board of Directors
Audit Committee
Our audit committee consists of Bingwu Xie, Yanjie (Catherine) Zhu and Dong Li. Bingwu Xie is the chairman of our
audit committee. Dong Li satisfies the criteria of an audit committee financial expert as set forth under the applicable
rules of the SEC. Each of Bingwu Xie, Yanjie (Catherine) Zhu and Dong Li satisfies the requirements for an “independent
director” within the meaning of Section 303A of the Corporate Governance Rules of the New York Stock
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Exchange, or the NYSE, and to meet the criteria for independence set forth in Rule 10A-3 of the U.S. Securities Exchange
Act of 1934, as amended, or the Exchange Act. Our audit committee consists solely of independent directors.
The audit committee oversees our accounting and financial reporting processes and the audits of our financial
statements. Our audit committee is responsible for, among other things:
●
selecting, and evaluating the qualifications, performance and independence of, the independent auditor;
●
pre-approving or, as permitted, approving auditing and non-auditing services permitted to be performed by the
independent auditor;
●
considering the adequacy of our internal accounting controls and audit procedures;
●
reviewing with the independent auditor any audit problems or difficulties and management’s response;
●
reviewing and approving related party transactions between us and our directors, senior management and other
persons specified in Item 6B of Form 20-F;
●
reviewing and discussing the quarterly financial statements and annual audited financial statements with
management and the independent auditor;
●
establishing procedures for the receipt, retention and treatment of complaints received from our employees
regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous
submission by our employees of concerns regarding questionable accounting or auditing matters;
●
meeting separately, periodically, with management, internal auditors and the independent auditor; and
●
reporting regularly to the full board of directors.
Compensation Committee
Our compensation committee consists of Gregory James Karns, Alex S. Xu and Bingwu Xie. Gregory James Karns is
the chairman of our compensation committee. Bingwu Xie satisfies the requirements for an “independent director” within
the meaning of Section 303A of the New York Stock Exchange Corporate Governance Rules.
Our compensation committee will be responsible for, among other things:
●
reviewing, evaluating and, if necessary, revising our overall compensation policies;
●
reviewing and evaluating the performance of our directors and executive officers and determining the
compensation of our directors and executive officers;
●
reviewing and approving our executive officers’ employment agreements with us;
●
determining performance targets for our executive officers with respect to our incentive compensation plan and
share incentive plan;
●
administering our share incentive plan in accordance with the terms thereof; and
●
carrying out such other matters that are specifically delegated to the compensation committee by our board of
directors from time to time.
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Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Alex S. Xu, Yanjie (Catherine) Zhu and Gregory
James Karns. Alex S. Xu is the chairman of our nominating and corporate governance committee. Yanjie (Catherine) Zhu
satisfies the requirements for an “independent director” within the meaning of Section 303A of the New York Stock
Exchange Corporate Governance Rules.
Our nominating and corporate governance committee will be responsible for, among other things:
●
selecting the board nominees for election by the shareholders or appointment by the board;
●
periodically reviewing with the board the current composition of the board with regards to characteristics such as
independence, knowledge, skills, experience and diversity;
●
making recommendations on the frequency and structure of board meetings and monitoring the functioning of the
committees of the board; and
●
advising the board periodically with regards to significant developments in corporate governance law and
practices as well as our compliance with applicable laws and regulations, and making recommendations to the
board on corporate governance matters.
Duties of Directors
Under Cayman Islands law, all of our directors owe fiduciary duties to our company, including a duty of loyalty, a duty
to act honestly and a duty to act in good faith and in a manner they believe to be in our best interests. Our directors must
also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skill they actually
possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In
fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association,
as amended and restated from time to time. Our company has the right to seek damages if a duty owed by any of our
directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name
if a duty owed by our directors is breached. You should refer to “Description of Share Capital — Differences in Corporate
Law” for additional information on our standard of corporate governance under Cayman Islands law.
A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract or
arrangement with our company is required to declare the nature of his interest at a meeting of our directors. A director may
vote in respect of any contract, proposed contract, or arrangement notwithstanding that he may be interested therein, and if
he does so his vote shall be counted and he may be counted in the quorum at any meeting of our directors at which any
such contract or proposed contract or arrangement is considered. Our directors may exercise all the powers of our company
to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, and issue debentures, debenture
stock or other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or
of any third party.
Terms of Directors and Officers
Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders,
pursuant to our amended and restated memorandum and articles of association. Each of our directors will hold office until
his or her successor takes office or until his or her earlier death, resignation or removal. A director will cease to be a
director if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his
creditors, (ii) dies, or is found to be or becomes of unsound mind, (iii) resigns his office by notice in writing to the
company, (iv) without special leave of absence from our board, is absent from three consecutive board meetings and our
directors resolve that his office be vacated, (v) is prohibited by any applicable law from being a director, or (vi) is removed
from office pursuant to any other provision of our amended and restated memorandum and articles of association. Our
officers are elected by and serve at the discretion of the board of directors.
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116
Members of our board of directors will be nominated by the nominating and corporate governance committee of the
board. Director nominees will be elected by a simple majority vote of shareholders at our annual general meeting.
D.
Employees
See “Item 4. Information on the Company—B. Business Overview—Employees.”
E.
Share Ownership
The following table sets forth information with respect to beneficial ownership of our ordinary shares as of
December 31, 2021 by:
●
each of our directors and executive officers;
●
our directors and executive officers as a group; and
●
GTI, which is the only shareholder known to us to own beneficially 5.0% or more of our shares.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power
with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of
shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the
person has the right to acquire within 60 days, including through the exercise of any option or other right or the conversion
of any other security.
The calculations in the table below are based on (i) 68,286,954 Class A ordinary shares and (ii) 34,762,909 Class B
ordinary shares outstanding as of December 31, 2021.
Beneficially Owned
Percentage of
Ordinary Shares
Votes Held
Number
%
%
Directors and Executive Officers:
Alex S. Xu(1)
91,352,209
(88.7)
(93.2)
Gregory James Karns
—
—
—
Yanjie (Catherine) Zhu
—
—
—
Bingwu Xie
—
—
—
Dong Li
—
—
—
Yiping Yang
—
—
—
Wen Qi
—
—
—
Yong Yang
—
—
—
All directors and executive officers as a group
91,352,209
(88.7)
(93.2)
Principal Shareholders:
GreenTree Inns Hotel Management Group, Inc.(2)(3)(4)
91,352,209
(88.7)
(93.2)
Allspring Global Investments Holdings, LLC(5)
5,856,846
(5.7)
(3.4)
Notes:
(1)
Represents (i) 56,589,300 Class A ordinary shares and (ii) 34,762,909 Class B ordinary shares held by GTI. Mr. Alex S. Xu is considered to
beneficially own all the shares held by GTI by virtue of (i) his director position on GTI’s 3-member board of director; and (ii) his 83.9%
voting power in GTI. As a result, Mr. Alex S. Xu has the power to (i) vote, or to direct the voting of, and (ii) dispose, or to direct the
disposition of, all the shares held by GTI.
(2)
as of December 31, 2021. As of the date of this annual report, all pledge ordinary shares has been released.
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(3)
GTI’s ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are entitled
to one vote per share, while holders of Class B ordinary shares are entitled to three (3) votes per share. Currently, GTI has 33,414,026 Class
A ordinary shares and 57,938,182 Class B ordinary shares issued and outstanding.
(4)
Mr. Alex S. Xu, directly or indirectly through entities controlled by him, holds 57,938,182 Class B ordinary shares of GTI, including (a)
36,340,682 Class B ordinary shares of GTI held by Mr. Xu’s family trust, for which Mr. Xu and his wife are settlors and trustees and
accordingly, Mr. Xu has voting and dispositive control, (b) 17,047,500 Class B ordinary shares of GTI held by GreenTree Hotel
Management, Inc., a company incorporated in Samoa and to which Mr. Xu is the sole shareholder and exercises sole voting and dispositive
control, and (c) 4,550,000 Class B ordinary shares of GTI held by Keystone Pacific, LLC, a California limited liability company whose sole
members are Mr. Xu, individually, and Mr. Xu’s family trust, and accordingly to which Mr. Xu exercises voting and dispositive control,
which in the aggregate result in Mr. Xu’s 83.9% voting power in GTI. Mr. Kent Chien Te Wu directly or indirectly through entities
controlled by him, holds 10,266,667 Class A ordinary shares of GTI, including (a) 9,666,667 Class A ordinary shares of GTI through Wu
Green Tree Limited Partnership, a California limited partnership (“Wu Green Tree”), and (b) 600,000 Class A ordinary shares of GTI
individually. The business office of Mr. Wu and Wu Green Tree is 260 Newport Center Drive, Newport Beach, CA 92660. The voting and
dispositive power over the Class A ordinary shares of GTI held by Wu Green Tree are controlled by the two general partners of Wu Green
Tree, Kent Chien Te Wu, and Maggie Tzu Chiang Wu, his wife, and accordingly Mr. Wu has the power to (i) vote, or direct the voting of,
and (ii) dispose, or direct the disposition of, all GTI shares held by Wu Green Tree. Other than Mr. Xu and Mr. Wu, no other shareholder is
known to us to own beneficially 5.0% or more of the shares of GTI.
(5)
The number of ordinary shares beneficially owned is as of December 31, 2021, as reported in a Schedule 13G filed on January 19, 2022 by
Allspring Global Investments Holdings, LLC, a Delaware limited liability company (“AGIH”), and consists of 5,856,846 Class A ordinary
shares. The principal business office of AGIH is 525 Market St, 10th Fl, San Francisco, CA 94105.
To our knowledge, as of December 31, 2021, 11,697,654 Class A ordinary shares or 11.3% of our outstanding ordinary
shares were held by record holders in the United States, including Deutsche Bank Trust Company Americas, the depositary
bank for our ADR program. Because many of these shares are held by brokers or other nominees, we cannot ascertain the
exact number of beneficial shareholders with addresses in the United States.
GTI acquired its shares in offerings that were exempted from registration under the Securities Act of 1933, as
amended, or the Securities Act, because such offerings involved either private placements or offshore sales to non-U.S.
persons.
We are not aware of any arrangement that may at a subsequent date, result in a change of control of our company.
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.
Major Shareholders
See “Item 6. Directors, Senior Management and Employees—E. Share Ownership”
B.
Related Party Transactions
Employment Agreements
See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements.”
Share Incentive Plan
See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plan.”
Other Transactions with Related Parties
Transactions with GTI
In 2019, we made a bridge loan to GTI together with Aotao and Da Niang Group for the renewal of the
aforementioned merger and acquisition loan in 2016 at the request of the lending banks. The outstanding amount of the
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loan as of December 31, 2019 was RMB8.4 million with an interest rate of 4.35% per annum, which was fully settled in
April 2020.
In 2021, we made a bridge loan to GTI together with Aotao and Da Niang Group for the renewal of the
aforementioned merger and acquisition loan in 2016 at the request of the lending banks. The outstanding amount of the
loan as of December 31, 2021 was RMB 206.3 million with an interest rate of 4.35% per annum.
Transactions with Aotao and its subsidiaries
Shanghai Aotao Industrial Co., Ltd., or Aotao, is a catering management company controlled by GTI. In 2019, we
made a bridge loan to Aotao in together with GTI and Da Niang Group, for the renewal of a merger and acquisition loan at
the request of the lending banks. The outstanding amount of the loan as of December 31, 2019 was RMB20.1 million with
an interest rate of 4.35% per annum, among which RMB12.2 million (US$1.9 million) was settled in April 2020.
In 2020, we made a bridge loan of RMB479 million (US$73.5 million) to Aotao, for the renewal of a loan in the
catering sector with an interest rate of 4.35% per annum. The outstanding loan was settled in December 2020. In 2020,
Aotao provided advertising promotion services to us in the aggregate amount of RMB3.9 million (US$0.6 million).
In 2021, we made a bridge loan of RMB 186 million (US$29.2 million) to Aotao, for the renewal of a loan in the
catering sector with an interest rate of 4.35% per annum.The outstanding amount of the loan as of December 31, 2021 was
RMB 65.1 million (US$10.2 million) . In 2021, Aotao provided advertising promotion services to us in the aggregate
amount of RMB6.5 million (US$1.0 million).
Transactions with Da Niang Group
Da Niang Dumpling Catering Group Co., Ltd., together with its subsidiaries, or Da Niang, is a catering management
company controlled by GTI. In 2019, we made a bridge loan to Da Niang Group in together with GTI and Aotao, for the
renewal of a merger and acquisition loan at the request of the lending banks, which amount was repaid in full by
December 31, 2019. We also purchased service from Da Niang Group in the amount of RMB339 thousand in 2019.
In 2020, we made a bridge loan of RMB40 million (US$6.13 million) to Da Niang Group, for the renewal of a loan
with an interest rate of 4.35% per annum. The outstanding loan was settled in December 2020. In 2020, sublease revenue
generated from Da Niang Group was RMB36 thousand (US$0.01 million). We also purchased services from Da Niang
Group in the amount of RMB724 thousand (US$0.11 million) in 2020.
In 2021, we made a bridge loan of RMB39.8 million (US$6.2 million) to Da Niang Group, for the renewal of a loan
with an interest rate of 4.35% per annum. The outstanding loan was settled in December 2021. In 2021, sublease revenue
generated from Da Niang Group was RMB27 thousand (US$4.2 thousand). We also purchased services from Da Niang
Group in the amount of RMB221 thousand (US$34.7 thousand) in 2021.
Transactions with Shanghai JYHM Restaurant Management Co., Ltd. (“JYHM”)
Shanghai JYHM Restaurant Management Co., Ltd., or JYHM, is a catering management company controlled by GTI.
In 2019, we collected rental from JYHM in advance, and the outstanding amount due to JYHM as of December 31, 2019
was RMB312 thousand. We also purchased service from JYHM of RMB18 thousand in 2019.
In 2020, sublease revenue generated from JYHM was RMB284 thousand (US$0.04 million). We also purchased
service from JYHM of RMB40 thousand (US$0.01 million) in 2020.
In 2021, sublease revenue generated from JYHM was RMB261 thousand (US$ 41 thousand). We also purchased
service from JYHM of RMB668 thousand (US$0.1 million) in 2021.
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Transactions with Napa Infinity Winery (Shanghai) Inc.
Napa Infinity Winery (Shanghai) Inc., or Napa, is a wine distributor controlled by the brother of Mr. Alex S. Xu. We
made advances to Napa for working capital purposes from time to time. In 2019, we made purchases of wine with Napa in
the aggregate amount of RMB3.6 million, which was settled by offering the advances we made to Napa. In 2019, we also
generated service revenue from Napa of RMB2.4 million by offering design service and promotion service on the 168 mall
from the Group. In 2020, we purchased wine from Napa in the aggregate amount of RMB2.1 million (US$0.3 million). In
2021, we purchased wine from Napa in the aggregate amount of RMB2.5 million (US$0.4 million).
Transactions with Yibon
Amount due to Yibon of RMB3.2 million comprised of receipts on behalf of Yibon which were unsecured, interest
free, and repayable upon demand. We also generated franchise revenue from Yibon of RMB681 thousand in 2019. We
generated franchise revenue from Yibon of RMB852 thousand (US$0.13 million) in 2020. In 2021, we generated franchise
revenue from Yibon of RMB 1.3 million (US$0.2 million).
Transactions with Beifu Hong Kong Industrial Co.,
Beifu Hong Kong Industrial Co., or Beifu HK, is a catering management company controlled by GTI. In 2021, we
made a bridge loan of RMB 169.5 million (US$26.6 million) to Beifu HK, for the renewal of a loan in the catering sector
with an interest rate of 4.35% per annum. The outstanding amount of the loan as of December 31, 2021 was RMB 26.2
million with an interest rate of 4.35% per annum.
Transactions with Steigenberger (Beijing) Hotel Management Co., Ltd.
Steigenberger (Beijing) Hotel Management Co., Ltd., or Steigenberger, is an equity investee of ours. In 2017, we made
a loan to Steigenberger, and the outstanding amount of such loan as of December 31, 2017, 2018 and 2019 was RMB225.0
thousand, RMB225.0 thousand and RMB225.0 thousand, respectively. We have disposed our equity investment in
Steigenberger in December 2019. The outstanding loan was settled in April 2020.
Transactions with Tianjin GreenTree Tianbao Hotel Management Co., Ltd.
We own 50% of equity interest in Tianjin GreenTree Tianbao Hotel Management Co., Ltd., or Tianbao, one of our
franchisees. In 2017, 2018 and 2019, we generated franchise fee revenue from Tianbao of RMB0.4 million, RMB0.4
million and nil, respectively. When guests book hotel rooms through our central reservation system and opt for prepay for
the stay, we collect the payment first and settle with our franchisees on a monthly basis. The RMB64.6 thousand and nil as
of December 31, 2018 and 2019, respectively, represents the prepaid payment we collected for and to be settled with
Tianbao. We liquidated our equity interest in Tianbao in August 2019.
C.
Interests of Experts and Counsel
Not applicable.
ITEM 8.
FINANCIAL INFORMATION
A.
Consolidated Statements and Other Financial Information
Please refer to Item 19 for a list of our annual consolidated financial statements filed as part of this annual report on
Form 20-F.
Legal Proceedings
See “Item 4. Information on the Company—B. Business Overview—Legal Proceedings.”
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Dividend Policy and Distributions
In January 2019, we declared a cash dividend of US$0.30 per ordinary share, or US$0.30 per ADS. Holders of our
ordinary shares and ADSs as of the close of trading on February 6, 2019 were entitled to such cash dividend, and we paid
such dividend in full in February 2019. In December 2019, we declared a cash dividend of US$0.25 per ordinary share, or
US$0.25 per ADS. Holders of our ordinary shares and ADSs as of the close of trading on December 24, 2019 were entitled
to such cash dividend, and we paid such dividend in full in January 2020. In December 2021, we declared a cash dividend
of US$0.55 per ordinary share, or US$0.55 per ADS. Holders of our ordinary shares and ADSs as of the close of trading on
December 31, 2021 were entitled to such cash dividend, and we paid such dividend in full in January 2022.
We intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.
Our board of directors has discretion as to whether to distribute any future dividends, subject to certain requirements of
Cayman Islands law. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our ADSs — We may not pay
further dividends to our public shareholders in the foreseeable future, so you should rely on price appreciation of our ADSs
for return on your investment.”
Subject to any rights and restrictions for the time being attached to any shares, our directors may from time to time
declare dividends and other distributions on shares in issue and authorize payment of the same out of the funds of our
company lawfully available therefor. In addition, our shareholders may by ordinary resolution declare a dividend, but no
dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company
may pay a dividend out of either profit or share premium, provided that in no circumstances may a dividend be paid if this
would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our
directors decide to pay dividends, the form, frequency and amount of dividends will be based on a number of factors,
including our future operations and earnings, capital requirements and surplus, general financial condition, contractual
restrictions and other factors that the board of directors may deem relevant. If we pay any dividends on our shares, we will
pay those dividends which are payable in respect of the underlying Class A ordinary shares represented by our ADSs to the
depositary, as the registered holder of such Class A ordinary shares, and the depositary then will pay such amounts to our
ADS holders in proportion to the underlying Class A ordinary shares represented by the ADSs held by such ADS holders,
subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our
Class A ordinary shares will be paid in U.S. dollars.
We are a holding company incorporated in the Cayman Islands. In order for us to distribute dividends to our
shareholders and ADS holders, we may need to rely on dividends distributed by our subsidiaries in China. Distributions
from our subsidiaries in China to us may be subject to various local taxes, such as withholding tax. In addition, regulations
in China currently permit payment of dividends of a Chinese company only out of accumulated distributable after-tax
profits as determined in accordance with its articles of association and the accounting standards and regulations in China.
B.
Significant Changes
We have not experienced any significant changes since the date of our audited consolidated financial statements
included in this annual report.
ITEM 9.
THE OFFER AND LISTING
A.
Offer and Listing Details
Our ADSs, each representing one of our Class A ordinary shares, have been listed on the New York Stock Exchange
since March 27, 2018 under the symbol “GHG.”
B.
Plan of Distribution
Not applicable.
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C.
Markets
Our ADSs, each representing one of our Class A ordinary shares, have been trading on the New York Stock Exchange
since March 27, 2018 under the symbol “GHG.”
D.
Selling Shareholders
Not applicable.
E.
Dilution
Not applicable.
F.
Expenses of the Issue
Not applicable.
ITEM 10.
ADDITIONAL INFORMATION
A.
Share Capital
Not applicable.
B.
Memorandum and Articles of Association
We incorporate by reference into this annual report the description of our amended and restated memorandum and
articles of association contained in our Form F-1 registration statement (File No. 333-223261), as amended, initially filed
with the Securities and Exchange Commission on February 27, 2018. Our shareholders adopted our amended and restated
memorandum and articles of association on March 11, 2018.
C.
Material Contracts
In the past three fiscal years, we have not entered into any material contracts other than in the ordinary course of
business and other than those described in “Item 4. Information on the Company” or elsewhere in this annual report.
D.
Exchange Controls
See “Item 4. Information on the Company—B. Business Overview—Regulatory Matters—Regulations Relating to
Foreign Currency Exchange.”
E.
Taxation
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or
appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be
material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on
instruments executed in, or after execution brought within, the jurisdiction of the Cayman Islands. The Cayman Islands is
not party to any double tax treaties which are applicable to any payments made to or by our company. There are no
exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of our shares and ADSs will not be subject to taxation in the Cayman
Islands and no withholding will be required on the payment of dividends or capital to any holder of our shares or ADSs,
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nor will gains derived from the disposal of our shares or ADSs be subject to Cayman Islands income or corporation tax. No
stamp duty is payable in respect of the issue of our shares or on an instrument of transfer in respect of our shares.
Pursuant to Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, we have obtained an
undertaking from the Financial Secretary of the Cayman Islands:
(1) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or
appreciations shall apply to us or our operations; and
(2) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate
duty or inheritance tax shall be payable:
(i)
on or in respect of the shares, debentures or other obligations of our company; or
(ii) by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act
(As Revised).
The undertaking is for a period of twenty years from November 3, 2017.
People’s Republic of China Taxation
Income Tax and Withholding Tax
In March 2007, the National People’s Congress of China enacted the PRC Enterprise Income Tax Law, or the EIT
Law, which became effective on January 1, 2008 and was amended on December 29, 2018.
The EIT Law applies a uniform 25% enterprise income tax rate to PRC resident enterprises, including both foreign-
invested enterprises and domestic enterprises. The EIT Law imposes an enterprise income tax of 10% on dividends
distributed by a foreign-invested enterprise to its immediate holding company outside of China, if such immediate holding
company is considered a “nonresident enterprise” without any establishment or place within China or if the received
dividends have no connection with the establishment or place of such immediate holding company within China, unless
such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different
withholding tax rate. The Cayman Islands, where we are incorporated, does not have such a tax treaty with China. Thus,
dividends paid to us by our subsidiaries in China may be subject to the 10% withholding tax if we are considered a “non-
resident enterprise” under the EIT Law.
The EIT Law provides that enterprises established outside of China whose “de facto management bodies” are located
in China are considered “resident enterprises.” The “de facto management body” is defined as the organizational body that
effectively exercises overall management and control over production and business operations, personnel, finance and
accounting, and properties of the enterprise. Currently, there are no detailed rules or precedents governing the procedures
and specific criteria for determining “de facto management body”. STA issued the Notice Regarding the Determination of
Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto
Management Bodies, or Circular 82, on April 22, 2009. According to STA Circular 82, a Chinese-controlled offshore
incorporated enterprise will be regarded as a PRC tax resident by virtue of having a “de facto management body” in China
and will be subject to PRC enterprise income tax on its worldwide income only if all of the following criteria are met:
(a) the primary location of the day-to-day operational management is in China; (b) decisions relating to the enterprise’s
financial and human resource matters are made or are subject to approval by organizations or personnel in China; (c) the
enterprise’s primary assets, accounting books and records, company seals, and board and shareholders meeting minutes are
located or maintained in China; and (d) 50% or more of voting board members or senior executives habitually reside in
China. In addition, the STA issued the Administrative Measures on Income Taxes of Chinese-controlled Offshore
Incorporated Resident Enterprises (Trial Implementation), or Tax Trial Measures, on July 27, 2011, and effective on
September 1, 2011 and amended in 2015, providing more guidance on the implementation of Circular 82. Both Circular 82
and the Tax Trial Measures apply only to offshore enterprises controlled by PRC enterprises or PRC enterprise groups and
are not applicable to our case. But determining criteria set forth in Circular 82 and the Tax
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Trial Measures may reflect the STA’s general position on how the “de facto management body” test should be applied in
determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or
PRC enterprise groups or by PRC or foreign individuals. As such, it is still unclear if the PRC tax authorities would
determine that, notwithstanding our status as the Cayman Islands holding company of our operating business in China, we
should be classified as a PRC “resident enterprise.”
While we do not currently consider our company or any of our overseas subsidiaries to be a China resident enterprise,
there is a risk that the PRC tax authorities may deem our company as a PRC resident enterprise since a substantial majority
of the members of our management team are located in China, in which case we would be subject to the PRC enterprise
income tax at the rate of 25% on worldwide income. If the PRC tax authorities determine that we are a resident enterprise,
non-PRC shareholders and ADS holders may be subject to PRC withholding tax upon dividends payable by us and gains
on the sale of ordinary shares or ADSs may be subject to a PRC income tax. Any such PRC tax would generally be
imposed at a rate of 10% in the case of a non-PRC enterprise holder and at a rate of 20% in the case of a non-PRC
individual holder unless such holder is eligible for the benefits of a tax treaty that provides for a reduced rate. It is unclear
whether, if we are considered a PRC resident enterprise, holders of our shares or ADSs would be able to claim the benefit
of income tax treaties or agreements entered into between China and other countries or areas.
Under the EIT Law, enterprises qualified as “High New Technology Enterprises,” or HNTEs, enjoy a preferential
income tax rate of 15%, rather than the uniform income tax rate of 25% which otherwise would apply. Shanghai Evergreen
Technology Co., Ltd. has qualified as an HNTE for the period of 2017 until now under the EIT Law, and has been subject
to the preferential income tax rate of 15% during such period.
On October 17, 2017, the STA issued a Public Notice of the State Administration of Taxation on Matters Concerning
Withholding of Income Tax of Non-resident Enterprises at Source, or STA Public Notice 37. This STA Public Notice 37 has
entered into force as of December 1, 2017, according to which, STA Circular 698 has been abolished from December 1,
2017.
Under the STA Public Notice 37 and other applicable PRC laws, the withholding agent (for example, payers of PRC-
sourced income to non-PRC residents) is obligated to withhold PRC income taxes from the payment. The withholding
agent shall, within seven days of the day on which the withholding obligation occurs, declare and remit the withholding tax
to the competent tax authority at its locality. The withholding agent shall establish account books for all tax it has withheld
and remitted on a commission basis and archive relevant contractual documents, so as to record the exact information
about the enterprise income withheld and remitted for the non-resident enterprise.
Although the withholding agents have the obligation to withhold relevant PRC taxes, in the event of a failure to
withhold, the non-PRC residents are still required to pay such taxes on their own. Failure to comply with the tax payment
obligations by the non-PRC residents will result in penalties, including full payment of taxes owed, fines and default
interest on those taxes.
The STA issued the Announcement of State Taxation Administration on Promulgation of the Administrative Measures
on Non-resident Taxpayers Enjoying Treaty Benefits (“STA Circular 35”) on October 14, 2019, which became effective on
January 1, 2020. The STA Circular 35 further simplified the procedures for enjoying treaty benefits. According to the STA
Circular 35, no approvals from the tax authorities are required for a non-resident taxpayer to enjoy treaty benefits, and
where a non-resident taxpayer self-assesses and concludes that it satisfies the criteria for claiming treaty benefits, it may
enjoy treaty benefits at the time of tax declaration or at the time of withholding through the withholding agent, but it shall
gather and retain the relevant materials as required for future inspection, and accept follow-up administration by the tax
authorities. There are also other conditions for enjoying the reduced withholding tax rate according to other relevant tax
rules and regulations. According to the Circular on Several Issues regarding the “Beneficial Owner” in Tax Treaties, or
Circular 9, which was issued on February 3, 2018 by the STA, effective as of April 1, 2018, when determining the
applicant’s status of the “beneficial owner” regarding tax treatments in connection with dividends, interest or royalties in
the tax treaties, several factors, including without limitation, whether the applicant is obligated to pay more than 50% of its
income in twelve months to residents in a third country or region, whether the business operated by the applicant
constitutes the actual business activities, and whether the counterparty country or region to the tax treaties does not levy
any tax or grants tax exemption on relevant income or levies tax at an extremely
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low rate, will be taken into account, and they will be analyzed according to the actual circumstances of the specific cases.
This circular further provides that applicants who intend to prove his or her status of the “beneficial owner” shall submit
the relevant documents to the relevant tax bureau according to the Administrative Measures for Non-Resident Enterprises
to Enjoy Treatments under Tax Treaties. Accordingly, GreenTree Hotel (Hong Kong), Limited may be able to enjoy the 5%
withholding tax rate for the dividends they receive from our PRC subsidiaries, respectively, if they satisfy the conditions
prescribed under Circular 81 and other relevant tax rules and regulations, and obtain the approvals as required. However, if
the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a
favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future.
Value-added Tax
On March 23, 2016, the Ministry of Finance of China and the State Administration of Taxation of China jointly
issued the Circular on the Nationwide Implementation of Pilot Program for the Collection of Value Added-Tax Instead of
Business Tax, or Circular 36, which became effective on May 1, 2016. Subsequent to the effectiveness of Circular 36, most
of our PRC subsidiaries’ business will be subject to value-added tax, or VAT, at a rate of 6% and they would be permitted
to offset input VAT by providing valid VAT invoices received from vendors against their VAT liability.
According to Circular 36, the entities and individuals providing the services within the PRC shall be subject to
VAT. The services are treated as being provided within the PRC where either the service provider or the service recipient is
located in the PRC. The services subject to VAT include the provision of financial services such as transferring financial
instruments. Based on the definition of “financial instruments” under Circular 36, the ADSs and/or shares are likely to be
treated as financial instruments. As such, where a holder of the ADSs and/or shares who is an entity or individual located
outside of the PRC re-sells the ADSs and/or shares to an entity or individual located outside of the PRC and derives any
gain, since neither the service provider nor the service recipient is located in the PRC, theoretically Circular 36 does not
apply and the buyer does not have the obligation to withhold the VAT or the local levies. However, there is uncertainty as
to the applicability of VAT if either the seller or buyer of ADSs and/or shares is located within the PRC.
On April 4, 2018, the MOF and STA jointly promulgated the Circular of the Ministry of Finance and the STA on
Adjustment of Value-Added Tax Rates, or Circular 32. Circular 32 became effective on May 1, 2018 and shall supersede
any previously existing provisions in the case of any inconsistency. Further, On March 20, 2019, the MOF, the STA and the
General Administration of Customs jointly issued the Announcement on Policies for Deepening the VAT Reform, or
Announcement 39, to further slash value-added tax rates. According to the Announcement 39, (i) for general VAT payers’
sales activities or imports that are subject to VAT at an existing applicable rate of 16% or 10%, the applicable VAT rate is
adjusted to 13% or 9%, respectively; (ii) for the agricultural products purchased by taxpayers to which an existing 10%
deduction rate is applicable, the deduction rate is adjusted to 9%; (iii) for the agricultural products purchased by taxpayers
for production or commissioned processing, which are subject to VAT at 13%, the input VAT will be calculated at a 10%
deduction rate; (iv) for the exportation of goods or labor services that are subject to VAT at 16%, with the applicable export
refund at the same rate, the export refund rate is adjusted to 13%; and (v) for the exportation of goods or cross-border
taxable activities that are subject to VAT at 10%, with the export refund at the same rate, the export refund rate is adjusted
to 9%. The Announcement 39 came into effect on April 1, 2019 and shall prevail in case of any conflict with existing
provisions.
Material U.S. Federal Income Tax Considerations
The following summary describes the material U.S. federal income tax consequences of the ownership and disposition
of our ADSs and Class A ordinary shares. This summary is only applicable to ADSs and Class A ordinary shares that are
held as capital assets by a U.S. Holder (as defined below).
As used herein, the term “U.S. Holder” means a beneficial owner of our ADSs or Class A ordinary shares that is for
U.S. federal income tax purposes:
●
an individual who is a citizen or resident of the United States;
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●
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized
in or under the laws of the United States, any state thereof or the District of Columbia;
●
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
●
a trust if it (i) is subject to the primary supervision of a court within the United States and one or more U.S.
persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under
applicable U.S. Treasury regulations to be treated as a U.S. person.
The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code,
and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced,
revoked or modified so as to result in U.S. federal income tax consequences different from those discussed below. In
addition, this summary assumes that the deposit agreement, and all other related agreements, will be performed in
accordance with their terms.
This summary does not represent a detailed description of the U.S. federal income tax consequences applicable to you
if you are subject to special treatment under the U.S. federal income tax laws, including if you are:
●
a dealer in securities or currencies;
●
a financial institution;
●
a regulated investment company;
●
a real estate investment trust;
●
an insurance company;
●
a tax-exempt organization;
●
a person holding our ADSs or Class A ordinary shares as part of a hedging, integrated or conversion transaction, a
constructive sale or a straddle;
●
a person required to accelerate the recognition of any item of gross income with respect to our ADSs or Class A
ordinary shares as a result of such income being recognized on an applicable financial statement;
●
a trader in securities that has elected the mark-to-market method of accounting for your securities;
●
a person liable for alternative minimum tax;
●
a person who owns or is deemed to own 10% or more of our stock by vote or value;
●
a partnership or other pass-through entity for U.S. federal income tax purposes; or
●
a person whose “functional currency” is not the U.S. dollar.
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our
ADSs or Class A ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and the
activities of the partnership. If you are a partner of a partnership holding our ADSs or Class A ordinary shares, you should
consult your tax advisors.
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This summary does not contain a detailed description of all the U.S. federal income tax consequences to you in
light of your particular circumstances and does not address the Medicare tax on net investment income, U.S. federal
estate and gift taxes or the effects of any state, local or non-U.S. tax laws. If you are considering the purchase of our
ADSs or Class A ordinary shares, you should consult your tax advisors concerning the U.S. federal income tax
consequences to you in light of your particular situation as well as any consequences arising under other U.S.
federal tax laws and the laws of any other taxing jurisdiction.
ADSs
If you hold ADSs, for U.S. federal income tax purposes, you generally will be treated as the owner of the underlying
Class A ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of Class A ordinary
shares for ADSs will not be subject to U.S. federal income tax.
Taxation of Dividends
Subject to the discussion under “— Passive Foreign Investment Company” below, the gross amount of any
distributions (other than certain pro rata distributions of our shares) on the ADSs or Class A ordinary shares (including any
amounts withheld to reflect PRC withholding taxes) will be taxable as dividends, to the extent paid out of our current or
accumulated earnings and profits, as determined under U.S. federal income tax principles. Such income (including
withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received
by you, in the case of the Class A ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be
eligible for the dividends received deduction allowed to corporations under the Code.
Subject to applicable limitations (including a minimum holding period requirement), certain dividends received by
non-corporate U.S. Holders from a qualified foreign corporation may be treated as “qualified dividend income” that is
subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to
dividends paid by that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established
securities market in the United States. U.S. Treasury Department guidance indicates that our ADSs, which are listed on the
New York Stock Exchange, are readily tradable on an established securities market in the United States. Thus, subject to
the discussion under “— Passive Foreign Investment Company” below, we believe that dividends we pay on our ADSs will
be eligible for the reduced tax rates. Since we do not expect that our Class A ordinary shares will be listed on an
established securities market in the United States, we do not believe that dividends that we pay on our Class A ordinary
shares that are not represented by ADSs currently meet the conditions required for the reduced tax rates. There also can be
no assurance that our ADSs will continue to be readily tradable on an established securities market in the United States in
later years. Consequently, there can be no assurance that dividends paid on our ADSs will continue to be eligible for the
reduced tax rates. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of
certain income tax treaties with the United States. In the event that we are deemed to be a PRC resident enterprise under
the PRC tax law (see “Item 10. Additional Information—E. Taxation — People’s Republic of China Taxation” above), we
may be eligible for the benefits of the income tax treaty between the United States and the PRC, or the Treaty. In that case,
dividends we pay on our Class A ordinary shares would be eligible for the reduced rates of taxation regardless of whether
such shares are represented by ADSs, and whether or not our Class A ordinary shares are readily tradable on an established
securities market in the United States. You should consult your tax advisors regarding the application of these rules given
your particular circumstances.
Non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from us if we
are a passive foreign investment company, or PFIC, in the taxable year in which such dividends are paid or in the preceding
taxable year (see “— Passive Foreign Investment Company” below).
In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, you may be subject to PRC
withholding taxes on dividends paid to you with respect to the ADSs or Class A ordinary shares. See “Item 10. Additional
Information—E. Taxation — People’s Republic of China Taxation.” In that case, subject to certain conditions and
limitations (including a minimum holding period requirement) and the Foreign Tax Credit Regulations (as defined below),
PRC withholding taxes on dividends may be treated as foreign taxes eligible for credit against your U.S. federal income tax
liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or Class
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A ordinary shares will be treated as foreign source income and will generally constitute passive category income. However,
recently issued U.S. Treasury regulations that apply to taxes paid or accrued in taxable years beginning on or after
December 28, 2021, or the Foreign Tax Credit Regulations, impose additional requirements for foreign taxes to be eligible
for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. Alternatively, instead of
claiming a foreign tax credit, you may be able to deduct PRC withholding taxes on dividends in computing your taxable
income, subject to generally applicable limitations under U.S. law (including that a U.S. Holder is not eligible for a
deduction for foreign income taxes paid or accrued in a taxable year if such U.S. Holder claims a foreign tax credit for any
foreign income taxes paid or accrued in the same taxable year). The rules governing the foreign tax credit and deductions
for foreign taxes are complex. You are urged to consult your tax advisor regarding the Foreign Tax Credit Regulations and
the availability of the foreign tax credit or a deduction under your particular circumstances.
To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits, as
determined under U.S. federal income tax principles, the distribution ordinarily would be treated, first, as a tax-free return
of capital, causing a reduction in the adjusted basis of the ADSs or Class A ordinary shares (thereby increasing the amount
of gain, or decreasing the amount of loss, to be recognized by you on a subsequent disposition of the ADSs or Class A
ordinary shares), and, second, the balance in excess of adjusted basis generally would be taxed as capital gain recognized
on a sale or exchange. However, we do not expect to determine our earnings and profits in accordance with U.S. federal
income tax principles. Therefore, you should expect that distributions will generally be reported to the Internal Revenue
Service, or the IRS, and taxed to you as dividends (as discussed above), even if they might ordinarily be treated as a tax-
free return of capital or as capital gain.
Passive Foreign Investment Company
In general, we will be a PFIC for any taxable year in which:
●
at least 75% of our gross income is passive income, or
●
at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets
that produce or are held for the production of passive income.
For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and
rents derived in the active conduct of a trade or business and not derived from a related person), as well as gains from the
sale of assets (such as stock) that produce passive income, foreign currency gains, and certain other categories of income.
In addition, cash and other assets readily convertible into cash are generally considered passive assets. If we own at least
25% (by value) of the stock of another corporation, we will be treated, for purposes of determining whether we are a PFIC,
as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other
corporation’s income.
Based on the nature and composition of our income and assets, and the valuation of our assets, including goodwill, we
do not believe we were a PFIC for our 2021 taxable year. The determination of whether or not we are a PFIC is made
annually. Accordingly, there is a risk that we may become a PFIC in the current or any future taxable year due to changes
in our asset or income composition or in the value of our assets. In particular, the calculation of the value of our assets will
be based, in part, on the quarterly market value of our ADSs, which is subject to change and has been volatile. Any
decrease in the market value of our ADSs may result in our becoming a PFIC.
If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares, and you do not
make a timely mark-to-market election, as described below, you will be subject to special tax rules with respect to any
“excess distribution” received and any gain realized from a sale or other disposition, including a pledge, of ADSs or Class
A ordinary shares. Distributions received in a taxable year that are greater than 125% of the average annual distributions
received during the shorter of the three preceding taxable years or your holding period for the ADSs or Class A ordinary
shares will be treated as excess distributions. Under these special tax rules:
●
the excess distribution or gain will be allocated ratably over your holding period for the ADSs or Class A
ordinary shares,
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●
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we
were a PFIC, will be treated as ordinary income, and
●
the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year for
individuals or corporations, as applicable, and the interest charge generally applicable to underpayments of tax
will be imposed on the resulting tax attributable to each such year.
Although the determination of whether we are a PFIC is made annually, if we are a PFIC for any taxable year in which
you hold our ADSs or Class A ordinary shares, you will generally be subject to the special tax rules described above for
that year and for each subsequent year in which you hold the ADSs or Class A ordinary shares (even if we do not qualify as
a PFIC in any subsequent years). However, if we cease to be a PFIC, you can avoid the continuing impact of the PFIC rules
by making a special election to recognize gain as if your ADSs or Class A ordinary shares had been sold on the last day of
the last taxable year during which we were a PFIC. You are urged to consult your tax advisor about this election.
In certain circumstances, in lieu of being subject to the special tax rules discussed above, you may make a mark-to-
market election with respect to your ADSs or Class A ordinary shares provided such ADSs or Class A ordinary shares are
treated as “marketable stock.” The ADSs or Class A ordinary shares generally will be treated as marketable stock if the
ADSs or Class A ordinary shares are “regularly traded” on a “qualified exchange or other market” (within the meaning of
the applicable U.S. Treasury regulations). Under current law, the mark-to-market election may be available to holders of
ADSs because the ADSs are listed on the New York Stock Exchange, which constitutes a qualified exchange, although
there can be no assurance that the ADSs will be “regularly traded” for purposes of the mark-to-market election. It should
also be noted that only the ADSs and not the Class A ordinary shares are listed on the New York Stock Exchange.
Consequently, if you are a holder of Class A ordinary shares that are not represented by ADSs, you generally will not be
eligible to make a mark-to-market election.
If you make an effective mark-to-market election, for each taxable year that we are a PFIC, you will include as
ordinary income the excess of the fair market value of your ADSs at the end of the year over your adjusted basis in the
ADSs. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted basis in the ADSs
over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as
a result of the mark-to-market election. If you make an effective mark-to-market election, any gain you recognize upon the
sale or other disposition of your ADSs in a year that we are a PFIC will be treated as ordinary income and any loss will be
treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously
included in income as a result of the mark-to-market election.
Your adjusted basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount
of any deductions under the mark-to-market rules. If you make a mark-to-market election, it will be effective for the
taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded
on a qualified exchange or other market, or the IRS consents to the revocation of the election. You are urged to consult
your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable
in your particular circumstances.
A different election, known as the “qualified electing fund” or “QEF” election, is generally available to holders of
PFIC stock, but requires that the corporation provide the holders with a “PFIC Annual Information Statement” containing
certain information necessary for the election, including the holder’s pro rata share of the corporation’s earnings and profits
and net capital gains for each taxable year, computed according to U.S. federal income tax principles. We do not intend,
however, to determine our earnings and profits or net capital gain under U.S. federal income tax principles, nor do we
intend to provide U.S. Holders with a PFIC Annual Information Statement. Therefore, you should not expect to be eligible
to make this election.
If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares and any of our non-
U.S. subsidiaries is also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of the lower-
tier PFIC for purposes of the application of these rules. However, you will not be able to make the mark-to-market
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election described above in respect of any lower-tier PFIC. You are urged to consult your tax advisors about the application
of the PFIC rules to any of our subsidiaries.
You will generally be required to file IRS Form 8621 if you hold our ADSs or Class A ordinary shares in any year in
which we are classified as a PFIC. You are urged to consult your tax advisors concerning the U.S. federal income tax
consequences of holding ADSs or Class A ordinary shares if we are considered a PFIC in any taxable year.
Taxation of Capital Gains
For U.S. federal income tax purposes, you will recognize taxable gain or loss on any sale, exchange or other taxable
disposition of ADSs or Class A ordinary shares in an amount equal to the difference between the amount realized for the
ADSs or Class A ordinary shares and your adjusted basis in the ADSs or Class A ordinary shares. Subject to the discussion
under “—Passive Foreign Investment Company” above, such gain or loss will generally be capital gain or loss and will
generally be long-term capital gain or loss if you have held the ADSs or Class A ordinary shares for more than one year.
Long-term capital gains of non-corporate U.S. Holders (including individuals) are eligible for reduced rates of taxation.
The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as
U.S. source gain or loss. However, if we are treated as a PRC resident enterprise for PRC tax purposes and PRC tax is
imposed on any gain, and if you are eligible for the benefits of the Treaty, you may elect to treat such gain as PRC source
gain under the Treaty. If you are not eligible for the benefits of the Treaty or you fail to make the election to treat any gain
as PRC source, then you generally would not be able to use a foreign tax credit for any PRC tax imposed on the disposition
of our ADSs or Class A ordinary shares unless such credit can be applied (subject to applicable limitations) against U.S.
federal income tax due on other income derived from foreign sources in the same income category (generally, the passive
category). However, pursuant to the Foreign Tax Credit Regulations, if you do not elect to treat any gain as PRC source
gain under the Treaty, any PRC tax imposed on such gain would generally not be a foreign income tax eligible for a foreign
tax credit (regardless of any other income that you may have that is derived from foreign sources). In such case, however,
the non-creditable PRC tax may reduce the amount realized on the disposition of our ADSs or Class A ordinary shares.
You are urged to consult your tax advisors regarding the tax consequences if any PRC tax is imposed on gain on a
disposition of our ADSs or Class A ordinary shares, including the availability of the foreign tax credit and the election to
treat any gain as PRC source, under your particular circumstances.
Information Reporting and Backup Withholding
In general, information reporting will apply to dividends in respect of our ADSs or Class A ordinary shares and the
proceeds from the sale, exchange or other disposition of our ADSs or Class A ordinary shares that are paid to you within
the United States (and in certain cases, outside the United States), unless you are an exempt recipient such as a corporation.
A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or
certification of exempt status or fail to report in full dividend and interest income.
Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be
allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished
to the IRS in a timely manner.
F.
Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
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H. Documents on Display
We have filed this annual report on Form 20-F, including exhibits, with the SEC. As allowed by the SEC, in Item 19 of
this annual report, we incorporate by reference certain information we filed with the SEC. This means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this annual report.
You may read and copy this annual report, including the exhibits incorporated by reference in this annual report, at the
SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices in New
York, New York, and Chicago, Illinois. You can also request copies of this annual report, including the exhibits
incorporated by reference in this annual report, upon payment of a duplicating fee, by writing to the SEC’s Public
Reference Room for information.
The SEC also maintains a website that contains reports, proxy statements and other information about issuers, such as
us, who file electronically with the SEC. The address of that website is http://www.sec.gov. The information on that
website is not a part of this annual report.
I.
Subsidiary Information
Not applicable.
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our exposure to interest rate risk primarily relates to interest income generated by excess cash which is mostly held in
interest bearing bank deposits. As of December 31, 2021, substantially all of our cash and cash equivalents were held in
major financial institutions located in China. Interest earning instruments carry a degree of interest rate risk. We have not
used derivative financial instruments to hedge interest rate risk. We have not been exposed to, nor do we anticipate being
exposed to, material risks due to changes in market interest rates. However, our future interest income may fall short of
expectations due to changes in market interest rates.
We have not been exposed to material risks due to changes in interest rates. However, our future interest income may
be lower than expected due to changes in market interest rates.
Equity Price Risk
We are exposed to equity price risk on our common stock holdings. As of December 31, 2021, we had investments in
equity securities (excluding investments in Gingko) of RMB158 million (US$24.8 million), primarily common stock in
Chinese companies which are listed in the China A-Share and Hong Kong stock market. The common stock holdings are
exposed to price fluctuations. Assuming a 1.0% decrease of share prices, the market value of the common stock holdings
would have decreased to RMB156.4 million.
Foreign Exchange Risk
Substantially all of our revenues and most of our expenses are denominated in RMB. Our exposure to foreign
exchange risk primarily relates to cash and cash equivalents denominated in U.S. dollars as a result of our past issuances of
ordinary shares and proceeds from our initial public offering. As of December 31, 2021, the amount of our cash and cash
equivalents denominated in U.S. dollars was US$1.6 million and the amount of our cash and cash equivalents denominated
in RMB was RMB307.7 million, and all our short-term investments of RMB557.5 million were denominated in RMB.
We do not believe that we currently have any significant direct foreign exchange risk and have not hedged exposures
denominated in foreign currencies or any other derivative financial instruments. Although in general, our
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exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the
foreign exchange rate between U.S. dollars and RMB because the value of our business is effectively denominated in
RMB, while the ADSs will be traded in U.S. dollars.
The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank
of China, or the PBOC. The PRC government allowed the Renminbi to appreciate by more than 20% against the U.S.
dollar between July 2005 and July 2008. Between July 2008 and June 2010, the exchange rate between the Renminbi and
the U.S. dollar had been stable and traded within a narrow band. Since June 2010, the PRC government has allowed the
RMB to appreciate slowly against the U.S. dollar, though there have been periods when the Renminbi has depreciated
against the U.S. dollar. In particular, on August 11, 2015, the PBOC allowed the Renminbi to depreciate by approximately
2% against the U.S. dollar. Since then and until the end of 2016, the Renminbi has depreciated against the U.S. dollar by
approximately 10%. In 2019, the RMB depreciated approximately 1.3% against the U.S. dollar. In 2020, the RMB
appreciated approximately 6.3% against the U.S. dollar. In 2021, the RMB appreciated approximately 2.3% against the
U.S. dollar. It is difficult to predict how long the current situation may last and when and how the relationship between the
Renminbi and the U.S. dollar may change again.
To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi
against the U.S. dollar would have an adverse effect on the Renminbi amount we receive from the conversion. Conversely,
if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary
shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative
effect on the U.S. dollar amounts available to us.
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A.
Debt Securities
Not applicable.
B.
Warrants and Rights
Not applicable.
C.
Other Securities
Not applicable.
D.
American Depositary Shares
In March 2018, we appointed Deutsche Bank Trust Company Americas, or Deutsche Bank, as the depositary bank for
our ADR program. We entered into a deposit agreement with Deutsche Bank, as depositary, and all holders from time to
time of our ADRs on March 26, 2018.
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Fees and Charges
An ADS holder will be required to pay the following service fees to the depositary bank and certain taxes and
governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the
deposited securities represented by any of your ADSs):
Service
Fees
· To any person to which ADSs are issued or to any person to which a
distribution is made in respect of ADS distributions pursuant to stock
dividends or other free distributions of stock, bonus distributions, stock
splits or other distributions (except where converted to cash)
Up to US$0.05 per ADS issued
· Cancellation of ADSs, including the case of termination of the deposit
agreement
Up to US$0.05 per ADS cancelled
· Distribution of cash dividends
Up to US$0.05 per ADS held
· Distribution of cash entitlements (other than cash dividends) and/or cash
proceeds from the sale of rights, securities and other entitlements
Up to US$0.05 per ADS held
· Distribution of ADSs pursuant to exercise of rights.
Up to US$0.05 per ADS issued
· Depositary services
Up to US$0.05 per ADS held per annum on the applicable record
date(s) established by the depositary bank
An ADS holder, will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain
taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges
payable on the deposited securities represented by any of your ADSs) such as:
●
Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary
shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares).
●
Expenses incurred for converting foreign currency into U.S. dollars.
●
Expenses for cable, telex and fax transmissions and for delivery of securities.
●
Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges
or withholding taxes (i.e., when ordinary shares are deposited or withdrawn from deposit).
●
Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.
●
Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory
requirements applicable to ordinary shares, deposited securities, ADSs and ADRs.
●
Any applicable fees and penalties thereon.
The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by
the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on
behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to
their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the
depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS
record date.
The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case
of distributions other than cash (i.e., share dividends, rights), the depositary bank charges the applicable fee to the ADS
record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether
certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS
holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its
fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from
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133
the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs
in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary banks.
In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement,
refuse the requested service until payment is received or may set off the amount of the depositary fees from any
distribution to be made to the ADS holder.
Deutsche Bank Trust Company Americas, as depositary may make payments to us or reimburse us for certain costs
and expenses upon such terms and conditions as we and the depositary bank agree from time to time
Payments by Depositary
During the year ended December 31, 2021, we did not receive any payment from Deutsche Bank, the depositary bank
for our ADR program.
PART II
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None of these events occurred in any of the years ended December 31, 2019, 2020 and 2021.
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
A.
Modifications of Rights
See “Item 10. Additional Information—B. Memorandum and Articles of Association” for a description of the rights of
securities holders, which remain unchanged.
E.
Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form F-1, as amended (File
No. 333-223261) in relation to our initial public offering, which was declared effective by the SEC on March 26, 2018. In
March 2018, we completed our initial public offering in which we issued and sold 10,200,000 ADSs, representing
10,200,000 Class A ordinary shares, resulting in net proceeds to us of approximately US$133.5 million, which net of
underwriting discounts and commissions. Morgan Stanley & Co. International plc, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and UBS Securities LLC were the representatives of the underwriters for our initial public offering.
For the period from March 26, 2018, the date that the F-1 Registration Statement was declared effective by the SEC, to
December 31, 2021, we used approximately US$128.2 million of the net proceeds from our initial public offering for
general corporate purposes in line with our strategies, including (i) the organic expansion of our hotel chain and the
improvement of existing hotel properties, including conversion of existing leased-and-operated hotels to new brands,
including Gem, Gya and Vx, (ii) potential acquisitions of domestic and overseas operators that will complement our
operations and accelerate our expansion plan, and (iii) working capital and other general corporate purposes, including
marketing and upgrading our IT system.
ITEM 15.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to
be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified
time periods and accumulated and communicated to our management, including our Group Chief Executive Officer and
Group Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
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134
Our management, with the participation of our Group Chief Executive Officer and Group Chief Financial Officer, has
performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or
15d-15(e) promulgated under the Exchange Act) as of December 31, 2021. Based upon that evaluation, as of December 31,
2021, our management has concluded that our disclosure controls and procedures were not effective because of the
material weakness described below under “Management’s Annual Report on Internal Control over Financial Reporting”.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. Our internal control over financial
reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions our assets; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles and that our receipts and expenditures are being made only in accordance with authorizations of our
management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness of our internal control over financial reporting to future periods are
subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
As required by Rule 13a-15(c) of the Exchange Act, our management, under the supervision and with the participation
of our Group Chief Executive Officer and Group Chief Financial Officer, conducted an evaluation of our internal control
over financial reporting as of December 31, 2021 based on the framework in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our
management concluded that that, as of December 31, 2021, our internal control over financial reporting was not effective
due to the material weakness in controls over the completeness of the bad debt provision for franchisee loans receivable.
Management Remediation Plan
We intend to implement a number of measures to remediate the material weakness identified, including (i) enhancing
the management function to oversee the collection of franchisee loans receivable; (ii) implementing additional review and
monitoring controls in the calculation of the bad debt provision of our franchisee loans receivable; and (iii) formalizing the
processes and controls over past-due franchisee loan payments.
Attestation Report of the Registered Public Accounting Firm
As a company with less than US$1.07 billion in revenue for our last fiscal year, we qualify as an “emerging growth
company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and
other requirements that are otherwise applicable generally to public companies. These provisions include exemption from
the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, in the assessment of the emerging
growth company’s internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There were no significant changes in our internal control over financial reporting during the period covered by this
annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
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135
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
Our Board of Directors has determined that Dong Li, who is an independent director, qualifies as an audit committee
financial expert as defined in Item 16A of the instruction to Form 20-F.
ITEM 16B.
CODE OF ETHICS
We have adopted a code of ethics, which is applicable to all of our directors, executive officers and employees,
including our Chief Executive Officer and Chief Financial Officer. No changes have been made to the code of business
conduct and ethics since its adoption and no waivers have been granted therefrom to our directors or employees. We have
filed our code of business conduct as an exhibit to our F-1 registration statement (File No. 333-223261), as amended,
initially filed with the Securities and Exchange Commission on February 27, 2018, and a copy is available to any
shareholder upon request. This code of business conduct and ethics is also available on our website at http://ir.998.com.
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Ernst & Young Hua Ming LLP has served as our independent registered public accounting firm for each of the
fiscal years in the three-year period ended December 31, 2021, for which audited financial statements appear in this annual
report.
The following table sets forth the aggregate fees by categories specified below in connection with certain professional
services rendered by Ernst & Young Hua Ming LLP, for the years indicated.
For the Years Ended December 31,
2019
2020
2021
(In thousands of US dollars)
Audit Fees
698
785
1190
All Other Fees
135
79
0
Total
833
864
1190
Pre-Approval Policies and Procedures
Our audit committee is responsible for the oversight of our independent accountants’ work. The policy of our audit
committee is to pre-approve all audit and non-audit services provided by Ernst & Young Hua Ming LLP, including audit
services, audit-related services, tax services and other services, as described above.
All audit and non-audit services performed by Ernst & Young Hua Ming LLP must be pre-approved by the Audit
Committee.
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E.
PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
Table of Contents
136
ITEM 16G.
CORPORATE GOVERNANCE
We are a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act), and our ADSs, each
representing eight ordinary shares, are listed on the New York Stock Exchange. Under Section 303A of the New York
Stock Exchange Listed Company Manual, New York Stock Exchange listed companies that are foreign private issuers are
permitted to follow home country practice in lieu of the corporate governance provisions specified by the New York Stock
Exchange with limited exceptions. The following summarizes some significant ways in which our corporate governance
practices differ from those followed by domestic companies under the listing standards of the New York Stock Exchange.
●
In respect of independent directors on our Board of Directors: Only three of our five directors are independent
directors: As our home country practice does not require a majority of our Board of Directors to be independent,
three of our five directors are independent.
●
In respect of the oversight of our executive officer compensation and director nominations matters: As our home
country practice does not require independent director oversight of executive officer compensation and director
nomination matters, our compensation and nominating and corporate governance committees are not comprised
solely of independent directors.
ITEM 16H.
MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 17.
FINANCIAL STATEMENTS
The Registrant has elected to provide the financial statements and related information specified in Item 19.
ITEM 18.
FINANCIAL STATEMENTS
The consolidated financial statements of GreenTree Hospitality Group Ltd. are included at the end of this annual
report.
ITEM 19.
EXHIBIT INDEX
Exhibit
Number
Description of Exhibits
1.1
Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by
reference to Exhibit 3.1 to our Registration Statement on Form F-1 (File No. 333-223261), initially filed with
the Securities and Exchange Commission on February 27, 2018).
2.1
Registrant’s Form of American Depositary Receipt evidencing American Depositary Shares (incorporated by
reference to Exhibit (a) to our Registration Statement on Form F-6 (File No. 333-223659), initially filed with
the Securities and Exchange Commission on March 14, 2018 with respect to American depositary shares
representing our Class A ordinary shares).
2.2
Registrant’s Specimen of Ordinary Share Certificate (incorporated by reference Exhibit 4.1 to our
Registration Statement on Form F-1 (File No. 333-223261), initially filed with the Securities and Exchange
Commission on February 27, 2018).
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137
2.3
Form of Deposit Agreement between the Registrant and Deutsche Bank Trust Company Americas, as
depositary (incorporated by reference to Exhibit (a) to our Registration Statement on Form F-6 (File No. 333-
223659), initially filed with the Securities and Exchange Commission on March 14, 2018 with respect to
American depositary shares representing our Class A ordinary shares).
*2.4
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934
4.1
Form of Indemnification Agreement between the Registrant and its directors and executive officers
(incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-1 (File No. 333-223261),
initially filed with the Securities and Exchange Commission on February 27, 2018).
4.2
Investment Agreement concerning Yibon Hotel Group Co., Ltd., among Yibon Hotel Group Co., Ltd.,
Shanghai Beifu Industrial Co., Ltd., KIP Growth Capital Fund No. 17, Korea Investment Global Frontier
Fund No. 20, Rushi Co., Ltd. and the original shareholder of Yibon Group, dated April 5, 2017 (English
Translation) (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-1 (File No.
333-223261), initially filed with the Securities and Exchange Commission on February 27, 2018).
4.3
Sale and Purchase Agreement dated May 16, 2022 by and among Beifu Fortune Industrial Co., Ltd.,
GreenTree Inns Hotel Management Group, Inc. and the Registrant (incorporated by reference to Exhibit 99.2
to our Current Report on Form 6-K (File No. 001-38425), initially filed with the Securities and Exchange
Commission on May 17, 2022).
4.4
Letter Agreement dated May 16, 2022 by and among Beifu Fortune Industrial Co., Ltd., GreenTree Inns
Hotel Management Group, Inc. and the Registrant (incorporated by reference to Exhibit 99.3 to our Current
Report on Form 6-K (File No. 001-38425), initially filed with the Securities and Exchange Commission on
May 17, 2022).
*8.1
List of Significant Subsidiaries of the Registrant
11.1
Code of Business Conduct of the Registrant (incorporated by reference to Exhibit 99.1 to our Registration
Statement on Form F-1 (File No. 333-223261), initially filed with the Securities and Exchange Commission
on February 27, 2018).
*12.1
Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*12.2
Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*13.1
Certification of our Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
*13.2
Certification of our Principal Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
*15.1
Consent of Zhonglun W&D Law Firm
*15.2
Consent of Independent Registered Public Accounting Firm
*101.INS
Inline XBRL Instance Document.
*101.SCH
Inline XBRL Taxonomy Extension Schema Document.
*101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
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138
*101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
*101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document.
*101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document. Cover Page Interactive Data
*104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*
Filed herewith
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused
and authorized the undersigned to sign this annual report on its behalf.
GREENTREE HOSPITALITY GROUP LTD.
By:/s/ Alex S. Xu
Name: Alex S. Xu
Title:
Chairman and Chief Executive Officer
Date: May 17, 2022
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2019, 2020 and 2021
Table of Contents
F-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID:1408)
F-2
Consolidated Balance Sheets as of December 31, 2020 and 2021
F-3
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2020 and 2021
F-5
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2019, 2020 and
2021
F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2020 and 2021
F-7
Notes to the Consolidated Financial Statements
F-9
Table of Contents
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of GreenTree Hospitality Group Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of GreenTree Hospitality Group Ltd. (the “Company”) as
of December 31, 2021 and 2020, the related consolidated statements of comprehensive income, shareholders’ equity and
cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to
as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally
accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young Hua Ming LLP
We have served as the Company’s auditor since 2012.
Shanghai, the People’s Republic of China
May 17, 2022
Table of Contents
F-3
GREENTREE HOSPITALITY GROUP LTD.
CONSOLIDATED BALANCE SHEETS
As of December 31,
2020
2021
2021
Notes
RMB
RMB
USD
ASSETS
Current assets:
Cash and cash equivalents
611,358,209
298,428,709
46,829,977
Restricted cash
—
3,300,000
517,842
Short-term investments
301,983,182
557,458,675
87,477,431
Investments in equity securities
242,378,696
157,988,851
24,791,898
Accounts receivable, net of allowance for doubtful accounts of
RMB12,489,562 and RMB3,429,201 (USD538,116) as of
December 31, 2020 and 2021 respectively
101,511,057
95,589,936
15,000,147
Amounts due from related parties
20
9,770,871
310,419,860
48,711,650
Prepaid rent
13,597,867
15,454,967
2,425,222
Inventories
3,804,680
2,297,584
360,541
Other current assets
10
77,649,794
142,737,163
22,398,576
Loans receivable, net
5
222,244,629
247,530,580
38,842,950
Total current assets
1,584,298,985
1,831,206,325
287,356,234
Restricted cash
22,369,900
18,869,900
2,961,099
Long-term time deposits
490,000,000
160,000,000
25,107,491
Loans receivable, net
5
145,703,988
290,967,680
45,659,178
Property and equipment, net
6
668,605,661
1,045,356,265
164,039,209
Intangible assets, net
7
491,513,073
520,117,479
81,617,782
Goodwill
8
100,231,487
120,819,948
18,959,286
Long-term investments
9
369,525,917
188,790,785
29,625,394
Other assets
10
66,635,394
329,366,340
51,684,766
Deferred tax assets
17
156,070,112
161,565,839
25,353,206
TOTAL ASSETS
4,094,954,517
4,667,060,561
732,363,645
LIABILITIES AND EQUITY
Current liabilities:
Short-term bank loans
11
150,000,000
356,000,000
55,864,168
Long-term bank loans, current portion
11
—
50,200,000
7,877,475
Accounts payable
19,606,344
24,036,544
3,771,858
Advance from customers
4
34,305,508
39,773,738
6,241,367
Amounts due to related parties
20
3,198,253
9,530,627
1,495,563
Salary and welfare payable
51,567,587
60,154,565
9,439,564
Deferred rent
1,356,132
1,926,957
302,382
Deferred revenue
4
221,314,997
215,147,975
33,761,412
Accrued expenses and other current liabilities
12
300,696,673
381,282,062
59,831,476
Income tax payable
87,483,970
70,897,366
11,125,344
Dividends payable
—
40,999,458
6,433,710
Total current liabilities
869,529,464
1,249,949,292
196,144,319
Deferred rent
28,642,973
68,842,692
10,802,921
Deferred revenue
4
361,901,369
314,472,488
49,347,596
Long-term loans, non current portion
11
—
301,800,000
47,359,006
Other long-term liabilities
13
115,862,713
132,046,925
20,721,044
Deferred tax liabilities
17
178,413,413
228,201,745
35,809,834
Unrecognized tax benefits
17
290,679,902
328,820,281
51,599,077
Total liabilities
1,845,029,834
2,624,133,423
411,783,797
Commitments and contingencies
21
The accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
F-4
GREENTREE HOSPITALITY GROUP LTD.
CONSOLIDATED BALANCE SHEETS — (Continued)
As of December 31,
2020
2021
2021
Notes
RMB
RMB
USD
Shareholders’ equity:
Class A ordinary shares (USD0.50 par value per share;
400,000,000, 400,000,000 and 400,000,000 shares authorized
as of December 31, 2019, 2020 and 2021; 67,416,046,
68,286,954 and 68,286,954 shares issued and outstanding as
of December 31, 2019, 2020 and 2021 respectively)
14
222,587,070
222,587,070
34,928,768
Class B ordinary shares (USD0.50 par value per share;
100,000,000, 100,000,000 and 100,000,000 shares authorized
as of December 31, 2019, 2020 and 2021; 34,762,909,
34,762,909 and 34,762,909 shares issued and outstanding as
of December 31, 2019, 2020 and 2021, respectively)
14
115,534,210
115,534,210
18,129,839
Additional paid-in capital
1,149,280,404
1,151,384,306
180,677,323
Retained earnings
570,042,924
326,298,618
51,203,374
Accumulated other comprehensive income
45,586,647
41,880,907
6,572,028
Total GreenTree Hospitality Group Ltd. shareholders’ equity
2,103,031,255
1,857,685,111
291,511,332
Noncontrolling interests
146,893,428
185,242,027
29,068,516
Total shareholders’ equity
2,249,924,683
2,042,927,138
320,579,848
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
4,094,954,517
4,667,060,561
732,363,645
The accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
F-5
GREENTREE HOSPITALITY GROUP LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
2019
2020
2021
2021
Notes
RMB
RMB
RMB
USD
Revenues:
Leased-and-operated hotels (including revenue from related parties of
RMB385,355, RMB320,179 and RMB288,392 (USD45,255) for the
years ended December 31, 2019, 2020 and 2021, respectively)
4
253,420,676
227,074,041
391,960,031
61,507,082
Franchised-and-managed hotels (including revenue from related
parties of RMB2,358,491, RMB852,287 and RMB1,251,888
(USD196,449) for the years ended December 31, 2019, 2020 and
2021, respectively)
4
831,340,340
677,480,818
774,359,348
121,513,879
Others
4
7,032,119
25,455,237
39,826,579
6,249,659
Total revenues
1,091,793,135
930,010,096
1,206,145,958
189,270,620
Operating costs and expenses:
Hotel operating costs (including purchase from related parties of
RMB 357,539, RMB 764,045 and RMB889,140 (USD139,525) for
the years ended December 31, 2019, 2020 and 2021, respectively)
15
(338,826,479)
(401,659,306)
(651,376,905)
(102,215,250)
Selling and marketing expenses (including service from a related
party of RMB24,941, RMB6,021,433 and RMB9,438,030
(USD1,481,033) for the years ended December 31, 2019, 2020 and
2021, respectively)
(84,970,401)
(75,347,166)
(66,921,718)
(10,501,478)
General and administrative expenses (including purchase from a
related party of RMB3,576,659, nil and nil for the years ended
December 31, 2019, 2020 and 2021, respectively)
(184,989,324)
(163,420,554)
(356,046,265)
(55,871,428)
Other operating expenses
(3,286,652)
(1,731,405)
(4,937,625)
(774,821)
Total operating costs and expenses
(612,072,856)
(642,158,431) (1,079,282,513)
(169,362,977)
Other operating income
24,832,269
31,399,552
27,059,935
4,246,294
Income from operations
504,552,548
319,251,217
153,923,380
24,153,937
Interest income and other, net (including interest income from related
parties of RMB3,100,049, RMB21,336,855 and RMB544,352
(USD85,421) for the years ended December 31, 2019, 2020 and 2021,
respectively)
66,088,425
72,934,212
59,974,418
9,411,295
Interest expenses
(2,505,904)
(3,456,316)
(12,671,385)
(1,988,417)
(Losses and impairment) Gains on equity securities held
55,253,744
(36,773,521)
9,137,875
1,433,932
Other income, net
2,690,742
2,296,981
11,818,559
1,854,590
Income before income taxes and share of gains in equity method
investments
626,079,555
354,252,573
222,182,847
34,865,337
Income tax expense
17
(189,567,817)
(110,459,202)
(108,888,882)
(17,087,042)
Income before share of gains in equity method investments
436,511,738
243,793,371
113,293,965
17,778,295
Share of gains in equity method investments, net of tax
1,262,431
909,365
382,874
60,081
Net income
437,774,169
244,702,736
113,676,839
17,838,376
Net loss attributable to noncontrolling interests
4,944,094
16,641,655
3,761,411
590,248
Net income attributable to ordinary shareholders
442,718,263
261,344,391
117,438,250
18,428,624
Earnings per share
Class A ordinary shares-basic and diluted
22
4.34
2.54
1.14
0.18
Class B ordinary shares-basic and diluted
22
4.34
2.54
1.14
0.18
Weighted average shares outstanding
Class A ordinary shares-basic and diluted
22
67,315,727
68,286,954
68,286,954
68,286,954
Class B ordinary shares-basic and diluted
22
34,762,909
34,762,909
34,762,909
34,762,909
Other comprehensive income(loss), net of tax
-Foreign currency translation adjustments
2,933,162
(19,714,207)
(6,497,403)
(1,019,584)
-Unrealized gains on available-for-sale investments, net of
reclassification
—
—
2,791,663
438,073
Other comprehensive income (loss), net of tax
2,933,162
(19,714,207)
(3,705,740)
(581,511)
Comprehensive income, net of tax
440,707,331
224,988,529
109,971,099
17,256,865
Comprehensive loss attributable to noncontrolling interests
4,944,094
16,641,655
3,761,411
590,248
Comprehensive income attributable to ordinary shareholders
445,651,425
241,630,184
113,732,510
17,847,113
The accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
F-6
GREENTREE HOSPITALITY GROUP LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In Renminbi, except share data, unless otherwise stated)
Total Green
Accumulated
Tree Hospitality
Class A
Class B
Additional
Other
Group Ltd.
Ordinary Shares
Ordinary Shares
Paid-in
Retained
Comprehensive
Shareholders’ Noncontrolling
Shares
Amount
Shares
Amount
Capital
Earnings
Income(Loss)
Equity
interests
Total Equity
Balance at January 1, 2019
66,789,300
217,421,867
34,762,909
115,534,210
1,003,026,803
252,617,450
62,367,692
1,650,968,022
8,379,047
1,659,347,069
Acquisitions of subsidiaries
and business
626,746
2,104,832
—
—
122,591,019
—
—
124,695,851
138,437,060
263,132,911
Distribution to the
shareholders (Note 1)
—
—
—
—
—
(386,637,180)
—
(386,637,180)
—
(386,637,180)
Capital contribution from
noncontrolling interest
holders
—
—
—
—
—
—
—
—
14,719,481
14,719,481
Net income (loss)
—
—
—
—
—
442,718,263
—
442,718,263
(4,944,094)
437,774,169
Foreign currency translation
adjustments
—
—
—
—
—
—
2,933,162
2,933,162
—
2,933,162
Share-based compensation
(Note 16)
—
—
—
—
26,490,395
—
—
26,490,395
—
26,490,395
Balance at
December 31, 2019
67,416,046
219,526,699
34,762,909
115,534,210
1,152,108,217
308,698,533
65,300,854
1,861,168,513
156,591,494
2,017,760,007
Issuance of Class A ordinary
shares as a payment to the
acquisition of Shandong
Xinghui (Note 1)
870,908
3,060,371
—
—
(3,060,371)
—
—
—
—
—
Capital contribution from
noncontrolling interest
holders
—
—
—
—
—
—
—
—
6,943,589
6,943,589
Net income (loss)
—
—
—
—
—
261,344,391
—
261,344,391
(16,641,655)
244,702,736
Foreign currency translation
adjustments
—
—
—
—
—
—
(19,714,207)
(19,714,207)
—
(19,714,207)
Share-based compensation
(Note 16)
—
—
—
—
232,558
—
—
232,558
—
232,558
Balance at
December 31, 2020
68,286,954
222,587,070
34,762,909
115,534,210
1,149,280,404
570,042,924
45,586,647
2,103,031,255
146,893,428
2,249,924,683
Distribution to the
shareholders)
—
—
—
—
—
(361,182,556)
—
(361,182,556)
—
(361,182,556)
Capital contribution from
noncontrolling interest
holders
—
—
—
—
—
—
—
—
8,191,000
8,191,000
Acquisition of noncontrolling
interest
—
—
—
—
(360,861)
—
—
(360,861)
(657,526)
(1,018,387)
Acquisitions of subsidiaries
and business
—
—
—
—
—
—
—
—
34,576,536
34,576,536
Net income (loss)
—
—
—
—
—
117,438,250
—
117,438,250
(3,761,411)
113,676,839
Foreign currency translation
adjustments
—
—
—
—
—
—
(6,497,403)
(6,497,403)
—
(6,497,403)
Unrealized gains on available-
for-sale investments, net of
reclassification
—
—
—
—
—
—
2,791,663
2,791,663
—
2,791,663
Share-based compensation
(Note 16)
—
—
—
—
2,464,763
—
—
2,464,763
—
2,464,763
Balance at
December 31, 2021
68,286,954
222,587,070
34,762,909
115,534,210
1,151,384,306
326,298,618
41,880,907
1,857,685,111
185,242,027
2,042,927,138
Balance at
December 31, 2021 (USD)
34,928,768
18,129,839
180,677,323
51,203,374
6,572,028
291,511,332
29,068,516
320,579,848
The accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
F-7
GREENTREE HOSPITALITY GROUP LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
2019
2020
2021
2021
RMB
RMB
RMB
USD
Operating activities:
Net income
437,774,169
244,702,736
113,676,839
17,838,376
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
40,366,299
65,869,971
98,110,657
15,395,703
Share of gains in equity method investments
(140,564)
(909,364)
(382,874)
(60,081)
Gain from disposal of a long-term investment
(1,097,790)
—
—
—
(Gain) Loss from disposal of a subsidiary
—
(1,779,000)
118,443
18,586
Interest income
(35,659,822)
(11,542,121)
(3,669,643)
(575,847)
Bad debt expense
38,423,347
29,953,404
132,591,726
20,806,535
Losses and impairment (Gain) on equity securities held
(55,253,744)
44,506,823
(9,137,875)
(1,433,932)
Gain on disposal of property and equipment
860,000
—
604,017
94,783
Foreign exchange loss (gain)
(1,408,437)
4,723,948
(1,310,346)
(205,622)
Share-based compensation
26,490,395
232,558
2,464,763
386,775
Withholding tax
19,845,708
—
—
—
Changes in operating assets and liabilities:
Accounts receivable
(52,263,625)
(28,789,041)
(22,329,328)
(3,503,959)
Prepaid rent
(14,316,252)
5,196,798
(1,857,100)
(291,419)
Inventories
351,518
(1,281,009)
1,495,974
234,751
Amounts due from related parties
(3,228,596)
10,329,181
(3,963,547)
(621,967)
Other current assets
10,990,176
(18,807,170)
(60,345,480)
(9,469,523)
Other assets
(22,637,263)
(19,680,102)
(49,214,290)
(7,722,796)
Accounts payable
4,814,800
4,546,551
4,520,260
709,327
Amounts due to related parties
3,232,453
(319,778)
6,332,374
993,688
Salary and welfare payable
(2,047,293)
8,913,678
8,586,978
1,347,484
Deferred revenue
18,973,331
(59,516,154)
(53,595,903)
(8,410,367)
Advance from customers
3,735,302
(5,800,119)
5,468,230
858,085
Accrued expenses and other current liabilities
27,198,083
13,169,672
71,545,537
11,227,056
Income tax payable
(12,476,008)
(6,354,794)
(16,586,604)
(2,602,800)
Unrecognized tax benefits
92,022,308
29,038,185
38,140,379
5,985,058
Deferred rent
(1,939,759)
6,997,755
40,770,544
6,397,788
Other long-term liabilities
21,538,701
(5,549,798)
14,648,804
2,298,717
Deferred taxes
(30,207,540)
(12,595,878)
44,292,605
6,950,476
Net cash provided by operating activities
513,939,897
295,256,932
360,975,140
56,644,875
Investing activities:
Purchases of property and equipment
(213,329,308)
(111,929,994)
(341,715,516)
(53,622,621)
Purchases of intangible assets
(2,240,298)
(887,893)
(201,746)
(31,658)
Proceeds from disposal of property and equipment
1,800,000
80,355
—
—
Payments for acquisition of minority equity
—
—
(1,018,387)
(159,807)
Acquisitions, net of cash received
(325,016,059)
(18,415,807)
(147,608,325)
(23,162,967)
Advances for acquisitions
(38,869,400)
(6,550,000)
(39,483,494)
(6,195,822)
Collections of acquisition advances
—
36,352,700
12,154,500
1,907,306
Advances for purchases of property and equipment
—
—
(219,346,261)
(34,420,215)
Repayments from advances for purchases of property and equipment
—
—
22,400,000
3,515,049
Purchases of short-term investments
(823,183,360)
(206,596,401)
(378,189,082)
(59,346,120)
Proceeds from short-term investments
1,107,076,219
453,434,366
536,383,232
84,170,234
Proceeds from sales of long-term time deposits
—
—
50,000,000
7,846,091
Increase of long-term time deposits
(500,000,000)
(30,000,000)
(130,000,000)
(20,399,837)
Purchases of investments in equity securities
(328,228,962)
(65,829,314)
(8,940,000)
(1,402,881)
Proceeds from disposal of equity securities
222,015,253
198,976
284,004,591
44,566,518
Proceeds from disposal of equity method investments
1,671,092
6,380,000
—
—
Proceeds from disposal of a subsidiary
—
2,183,350
1,693,391
265,730
Loans to related parties
(634,638,425)
(528,356,500)
(604,618,942)
(94,877,906)
Repayment from related parties
458,752,530
539,996,179
307,933,500
48,321,486
Loans to third parties
(10,340,000)
(62,000,000)
(36,944,271)
(5,797,362)
Repayment from third parties
—
—
55,127,367
8,650,687
Table of Contents
F-8
GREENTREE HOSPITALITY GROUP LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
Year Ended December 31,
2019
2020
2021
2021
RMB
RMB
RMB
USD
Investing activities (continued):
Loan to franchisees
(157,411,151)
(218,821,974)
(423,399,028)
(66,440,547)
Repayment from franchisees
21,985,474
99,209,300
133,380,285
20,930,277
Net cash used in investing activities
(1,219,956,395)
(111,552,657)
(928,388,186)
(145,684,365)
Financing activities:
Distribution to the shareholders (Note 1)
(226,951,236)
—
(320,253,160)
(50,254,709)
Proceeds from bank loans
—
160,000,000
808,000,000
126,792,832
Repayment of bank loans
—
(70,000,000)
(250,000,000)
(39,230,455)
Loan from non-controlling interest
—
20,585,804
9,689,903
1,520,557
Capital contribution from noncontrolling interest holders
14,719,481
6,943,589
8,191,000
1,285,347
Payment for contingent consideration
—
(2,001,521)
—
—
Net cash (used in)/ generated from financing activities
(212,231,755)
115,527,872
255,627,743
40,113,572
Effect of exchange rate changes on cash and cash equivalents and restricted cash
(6,917,309)
(7,664,261)
(1,344,197)
(210,933)
Net (decrease)/ increase in cash and cash equivalents and restricted cash
(925,165,562)
291,567,886
(313,129,500)
(49,136,851)
Cash and cash equivalents and restricted cash at the beginning of the year
1,267,325,785
342,160,223
633,728,109
99,445,769
Cash and cash equivalents and restricted cash at the end of the year
342,160,223
633,728,109
320,598,609
50,308,918
Supplemental disclosure of cash flow information:
Interest paid
(2,133,568)
(4,470,953)
(7,363,066)
(1,155,426)
Income taxes paid
(120,341,664)
(105,591,179)
(78,296,994)
(12,286,507)
Supplemental disclosure of non-cash investing and financing activities:
Dividend payable settled by loan to a related party
157,461,267
—
—
—
Consideration payable for acquisitions
16,776,500
—
15,342,675
2,407,601
Current assets settled for acquisition of a subsidiary
37,255,016
—
—
—
Ordinary shares issued or to be issued for acquisitions
124,695,851
—
—
—
Contingent consideration included in other current liabilities arising from
acquisition during the year
4,027,207
—
—
—
Returnable consideration included in other assets arising from acquisition during
the year
3,333,421
—
—
—
Reconciliation of cash, cash and equivalents and restricted cash
Cash and cash equivalents
319,847,701
611,358,209
298,428,709
46,829,977
Restricted cash, current
—
—
3,300,000
517,842
Restricted cash, non-current
22,312,522
22,369,900
18,869,900
2,961,099
Total cash, cash and equivalents and restricted cash shown in the statements of
cash flow
342,160,223
633,728,109
320,598,609
50,308,918
The accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
F-9
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
GreenTree Hospitality Group Ltd. (the “Company”) was incorporated in the Cayman Islands on October 18, 2017.
Alex S. Xu is the founder, Chief Executive Officer (“CEO”) and controlling shareholder of the Company (through his
shareholding of Class A ordinary shares and Class B ordinary shares of Green Tree Inns Hotel Management Group. Inc.
“GTI”) which account for 78.19% of the voting interest of the Company (the “Founder”).
In preparation of its initial public offering in the United States, the Company had undergone a reorganization in 2017
whereby the Company became the parent entity of its consolidated subsidiaries. As part of the reorganization, the business
operations of the consolidated subsidiaries were transferred to the Company. In return, the Company issued 48,635,252
Class A ordinary shares and 42,716,957 Class B ordinary shares to GTI, a company controlled by the Founder (the
“Reorganization”). Subsequent to the Reorganization, GTI became the sole shareholder of the Company.
As the Company, its subsidiaries are all under the control of the Founder, the reorganization was accounted for as a
transaction under common control in a manner similar to a pooling of interests. Therefore, the accompanying consolidated
financial statements have been prepared as if the corporate structure of the Company had been in existence since the
beginning of the periods presented.
In February and March 2018, the Company declared and paid a cash dividend of USD25,578,618 pursuant to a board
resolution.
On March 11, 2018, 7,594,048 Class B ordinary shares were redesignated as Class A ordinary shares.
On March 27, 2018, the Company completed an initial public offering (“IPO”) on the New York Stock Exchange. The
Company offered 10,200,000 ADSs representing 10,200,000 Class A ordinary shares at USD14.00 per ADS. Net proceeds
from the IPO deducting underwriting discount were USD133,518,000. IPO costs of RMB30,827,578 were recorded as
reduction of the proceeds from the IPO in shareholders’ equity.
In January 2019, the Company declared and paid a cash dividend of USD30,559,675 pursuant to a board resolution.
On January 25, 2019 and June 27, 2019, the Company issued an aggregate of 626,746 Class A ordinary shares as a
portion of the purchase consideration for the acquisition of 60% equity interest mainly in Argyle Hotel Management
(Beijing) Co., Ltd (“Argyle Beijing”).
In December 2019, the Company declared and paid a cash dividend of USD25,544,739 pursuant to a board resolution.
On January 15, 2020, the Company issued 870,908 Class A ordinary shares as a portion of the purchase consideration
for the acquisition of 70% equity interest in Shandong Xinghui Urban Hotel Management Group Co., Ltd (“Shandong
Xinghui”).
On December 20, 2021, the Company announced that its board of directors approved the payment of a cash dividend
of USD0.55 per ordinary share and the total amount of cash distributed for the dividend was USD56,667,425, among
which USD50,243,715 was paid in 2021 and the rest was paid in January 2022.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-10
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
The Company and its subsidiaries are hereinafter referred to as the Group. The principal business activities of the
Group are to develop leased-and-operated and franchised-and-managed economy hotels under the “GreenTree” brand in
the PRC. The Group’s major direct and indirect invested subsidiaries consist of the following as of December 31, 2021:
Date of
Incorporation,
Percentage of
Merger or
Place of
Major
Major subsidiaries
Ownership
Acquisition
Incorporation
Operation
GreenTree Inns Hotel (Shanghai) Management, Inc.
100 % November 30, 2004
PRC
Hotel management
GreenTree Inns Hotel (China) Management, Inc.
100 %
June 30, 2005
PRC
Hotel management
GreenTree Inns Jiangpu Hotel (Shanghai) Company
Limited.
100 %
August 9, 2005
PRC
Hotel management
Hexie (Changzhou) Hotel Management Co., Ltd.
100 % September 14, 2006
PRC
Hotel management
GreenTree Inns Hotel (Jiangsu) Management, Inc.
100 %
January 30, 2007
PRC
Hotel management
GreenTree Inns Hotel (Changning) Management, Inc.
100 %
January 30, 2007
PRC
Hotel management
GreenTree Inns Hotel (Tianjin) Co., Ltd.
100 %
August 2, 2007
PRC
Hotel management
GreenTree Inns Hotel (Zhejiang) Management, Inc.
100 %
August 13, 2007
PRC
Hotel management
GreenTree Inns Hotel (Beijing) Management, Inc.
100 %
March 17, 2008
PRC
Hotel management
Shiruide Hotel Management (Shanghai) Co., Ltd.
100 %
February 16, 2009
PRC
Hotel management
Jinan Dongrunbao Inns Management Co., Ltd.
100 %
April 22, 2009
PRC
Hotel management
GreenTree Suites Management Corp (“GreenTree
Suites”)
100 %
June 30, 2009
Cayman Islands
Investment holding
Pacific Hotel Investment, Inc.(“PHI”)
100 %
June 30, 2009
Samoa
Investment holding
GreenTree Inns Hotel Management Group, Inc.
(“GreenTree Samoa”)
100 %
October 28, 2010
Samoa
Investment holding
GreenTree Hotels (Hong Kong), Limited.
100 %
February 17, 2011
Hong Kong
Investment holding
Shanghai Evergreen Technology Co., Ltd. ("Shanghai
Evergreen")
100 %
October 20, 2011
PRC
Information technology services
Shanghai Beifu Industrial Co., Ltd.
100 %
February 25, 2014
PRC
Hotel management
Shenzhen Gegao Investment Management Co., Ltd.
100 %
May 7, 2015
PRC
Investment holding
Yancheng Ruixin Hotel Management Co., Ltd.
70 %
June 5, 2015
PRC
Hotel management
Shanghai Jingjia Hotel Co., Ltd.
100 %
February 15, 2017
PRC
Hotel management
Shanghai Wumian Hotel Management Co., Ltd.
66.7 %
January 16, 2018
PRC
Hotel management
Yancheng Zexin Hotel Management Co., Ltd.
51 %
July 1, 2018
PRC
Hotel management
Foshan Baiqinghui Hotel Management Co., Ltd.
70 %
August 31, 2018
PRC
Hotel management
GreenTree Hotel (Xuzhou) Co., Ltd.
100 %
February 5, 2018
PRC
Hotel property
Banyan Hotel (Xuzhou) Co., Ltd.
100 %
May 3, 2018
PRC
Hotel property
Suzhou Ganglongkaiyuan Hotel Management Co., Ltd.
100 %
May 31, 2019
PRC
Hotel property
Argyle Beijing
60 %
April 1, 2019
PRC
Hotel management
Shandong Xinghui
70 % November 30, 2019
PRC
Hotel management
Shanghai Sipei Technology Co., Ltd. (“Shanghai
Sipei”)
100 %
October 20, 2011
PRC
Information technology services
Leased-and-operated hotels
The Group owns hotel property or leases hotel properties from property owners and is responsible for all aspects of
hotel operations and management, including hiring, training and supervising the managers and employees required to
operate the hotels. In addition, the Group is responsible for hotel development and customization to conform to the
standards of the “GreenTree” brand, as well as repairs and maintenance, operating expenses and management of properties
over the term of the lease, which ranges from 10 to 20 years.
Under the lease arrangements, the Group typically receives rental holidays of three to six months and pays fixed rent
on a quarterly or semi-annual basis for the first three or five years of the lease term, after which the rental payments may be
subject to an increase every three to five years. The Group recognizes rental expense on a straight-line basis over the lease
term.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-11
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
Franchised-and-managed hotels
The Group enters into franchise arrangements with property owners or franchisees who lease hotel properties from
property owners for which the Group is not responsible for employee recruiting and compensation, except for the general
manager of most franchised-and-managed hotels. Under a typical franchise agreement, the franchisee is required to pay an
initial franchise fee and recurring franchise management fees equal to a certain percentage of the revenues of the hotel. The
franchisee is responsible for the costs of hotel development and customization and the costs of its operations. The term of
the franchise agreement is 5 to 20 years and is renewable only upon a mutual agreement between the Group and the
franchisee.
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements of the Group have been prepared in conformity with accounting principles
generally accepted in the United States of America (“US GAAP”).
Basis of consolidation
The consolidated financial statements include the financial statements of the Company, its subsidiaries and the
consolidated VIEs for which the Company is the ultimate primary beneficiary. All intercompany transactions and balances
are eliminated upon consolidation.
The Group evaluates its business activities and arrangements with the entities that operate the franchised-and-managed
hotels to identify potential variable interest entities. Generally, these entities qualify for the business scope exception;
therefore, consolidation is not appropriate under the variable interest entity consolidation guidance.
Variable Interest Entities
The Group evaluates the need to consolidate certain variable interest entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support.
The Company is deemed as the primary beneficiary of and consolidates variable interest entities when the Company
has the power to direct the activities that most significantly impact the economic success of the entities and effectively
assumes the obligation to absorb losses and has the rights to receive benefits that are potentially significant to the entities.
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GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-12
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amount of revenues and expenses during the reporting period. Changes in
facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such,
differences could be material to the consolidated financial statements.
The Group bases its estimates on historical experience and various other factors believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’s consolidated
financial statements include allowance for doubtful accounts receivable, impairment of loans receivable, fair value
measurement and impairment of investments, the useful lives and impairment of property and equipment and intangible
assets, valuation allowance for deferred tax assets, impairment of goodwill, average life of memberships, estimates
involved in the accounting for its membership program, contingent liabilities, purchase price allocation and share-based
compensation arrangements.
Cash and cash equivalents
Cash and cash equivalents include cash on hand and demand deposits placed with commercial banks or other financial
institutions and highly liquid investments that are readily convertible to known amounts of cash and with original
maturities from the date of purchase of three months or less. All cash and cash equivalents are unrestricted as to withdrawal
and use.
Restricted cash
Restricted cash comprise of deposits pledged with banks as security in relation to the guarantee for lease agreement
and the guarantees for prepaid cards.
Long-term time deposits
Long-term time deposits comprise of deposits placed with certain bank with a maturity of one to three years.
Unrealized gains from long-term time deposit of RMB16,897,702, RMB19,880,287 and RMB17,634,006 (USD2,767,160)
were recognized for the years ended December 31, 2019, 2020 and 2021, respectively. RMB130,000,000 (USD20,399,837)
of which was pledged with banks as security in relation to the guarantee for the long-term bank loans and restricted to use
(Note 11).
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GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-13
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Investments
Short-term investments
Short-term investments include time deposits with maturities of less than one year and investments in wealth
management products, where certain deposits with variable interest rates or where principal amounts are not guaranteed,
are placed with certain financial institutions. The Group accounts for short-term investments in debt in accordance with
ASC topic 320, Investments—Debt Securities (“ASC 320”). The Group classifies the short-term investments in debt as
“held-to-maturity”, “trading” or “available-for-sale”, whose classification determines the respective accounting methods
stipulated by ASC 320. Dividend and interest income, including amortization of the premium and discount arising at
acquisition, for all categories of investments in securities, are included in earnings. Any realized gains or losses on the sale
of the short-term investments, are determined on a specific identification method, and such gains and losses are reflected in
earnings during the period in which gains or losses are realized. The securities that the Group has the positive intent and the
ability to hold to maturity are classified as held-to-maturity securities and stated at amortized cost. RMB80,000,000
(USD12,553,746) of which was pledged with banks as security in relation to the guarantee for the short-term bank loans
and restricted to use (Note 11).
Investments in equity securities
The Group accounts for its investments in equity securities in accordance with ASC Subtopic 321, Investments –
Equity Securities ("ASC 321"). These securities are generally held for resale in anticipation of short-term market
movements and therefore the Group classifies them as investment in equity securities in current assets which are carried at
fair value at each balance sheet date. Gains and losses, both realized and unrealized, are included in gains (losses) on equity
securities held in the consolidated statements of comprehensive income. The realized gains of RMB65,715,647 and
RMB2,314,688 were recognized for the years ended December 31, 2019 and 2020, respectively. The realized losses of
RMB452,014 (USD70,931) was recognized for the year ended December 31, 2021. For the years ended December 31,
2019, 2020 and 2021, there were unrealized losses of RMB29,832,919, RMB29,586,987 and RMB8,743,495
(USD1,372,045) respectively.
Long-term investments
The Group’s long-term investments consist of equity-method investments, equity investments with and without readily
determinable fair values and an available-for-sale debt investment.
Investments in entities in which the Group can exercise significant influence but does not own a majority equity
interest or control are accounted for using the equity method of accounting in accordance with ASC Topic 323,
Investments-Equity Method and Joint Ventures (“ASC 323”). The share of earnings or losses of the investee are recognized
in the consolidated statements of comprehensive income. Equity method adjustments include the Group’s proportionate
share of investee income or loss, adjustments to recognize certain differences between the Group’s carrying value and its
equity in net assets of the investee at the date of investment, impairments, and other adjustments required by the equity
method. The Group assesses its equity investment for other-than-temporary impairment by considering factors as well as
all relevant and available information including, but not limited to, current economic and market conditions, the operating
performance of the investees including current earnings trends, the general market conditions in the investee’s industry or
geographic area, factors related to the investee’s ability to remain in business, such as the investee’s liquidity, debt ratios,
and cash burn rate and other company-specific information.
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GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-14
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Investments (continued)
Long-term investments (continued)
Investments in equity securities that have readily determinable fair values (except those accounted for under the equity
method of accounting or those that result in consolidation of the investee) are measured at fair value, with unrealized gains
and losses from fair value changes recognized in net income in the consolidated statements of comprehensive income. The
realized gains of RMB4,674,446, RMB4,746,032 and RMB1,564,892 (USD245,566) were recognized for the years ended
December 31, 2019, 2020 and 2021, respectively. For the year ended December 31, 2019, there were unrealized gains of
RMB6,473,358. For the year ended December 31, 2020 and 2021, there were unrealized losses of RMB9,247,254 and
RMB14,058,448 (USD2,206,077) respectively.
For equity securities without readily determinable fair value and do not qualify for the existing practical expedient in
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) to estimate fair value using the net asset value per
share (or its equivalent) of the investment, the Company elected to use the measurement alternative to measure those
investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly
transactions for identical or similar investments of the same issuer, if any. These investments are measured at fair value on
a nonrecurring basis when there are events or changes in circumstances that may have a significant adverse effect. An
impairment loss is recognized in the consolidated statements of comprehensive income equal to the amount by which the
carrying value exceeds the fair value of the investment. Significant judgments are required to determine (i) whether
observable price changes are orderly transactions and identical or similar to an investment held by the Company; and
(ii) the selection of appropriate valuation methodologies and underlying assumptions, including expected volatility and the
probability of exit events as it relates to liquidation and redemption features used to measure the price adjustments for the
difference in rights and obligations between instruments. Prior to the adoption of ASU 2016-01 Financial Instruments –
Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities on January 1,
2019, these investments were accounted for using the cost method of accounting, measured at cost less other-than-
temporary impairment. No cumulative impact was recognized as of January 1, 2019. The Group recognized unrealized
gains of RMB 8,223,212 and RMB2,710,043 (USD425,265) during the year ended December 31, 2019 and 2021 and
recognized an impairment charges of RMB5,000,000 during the year ended December 31, 2020 respectively, in “(Losses
and impairment) Gains on equity securities held”. No other gains, losses or impairments were recorded for these
investments were recorded in the presented periods.
The available-for-sale debt investment is convertible debt instruments issued by a private company that is redeemable
at the Group’s option, which are measured at fair value. Interest income is recognized in earnings. All other changes in the
carrying amount of these debt investments are recognized in other comprehensive income. An impairment loss on the
available-for-sale debt investments, if any, is recognized in earnings when the decline in value is determined to be other-
than-temporary. The interest income of nil, RMB18,667,117 and RMB544,352 (USD 85,421) was recognized in the
earnings for the years ended December 31, 2019, 2020 and 2021, respectively. The fair value change of RMB2,791,663
(USD438,073) was recognized in the other comprehensive income during the year ended December 31, 2021. No
impairment or significant fair value changes were recorded for these investments during any of other presented periods.
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GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-15
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Accounts receivable, net of allowance for doubtful accounts
Trade receivables mainly consist of franchise fees receivable, rental amounts due from individual and corporate
customers and travel agents, and sublease rental receivables due from third-party merchandisers, which are recognized and
carried at the original invoice amounts less an allowance for doubtful accounts. The Group establishes an allowance for
doubtful accounts primarily based on the age of the receivables and factors surrounding the credit risk of specific
franchisees, customers, and merchandisers. Accounts receivable balances are charged off against the allowance after all
means of collection have been exhausted and the potential for recovery is considered remote.
Inventories
Inventories mainly consist of small appliances, bedding and daily consumables. Small appliances and bedding are
stated at cost, less accumulated amortization, and are amortized over their estimated useful lives, generally one year, from
the time they are put into use. Daily consumables are expensed when used.
Loans receivable
Loans receivable are carried at the original loan principal and accrued interest based on the contract rate, less an
allowance for uncollectible accounts, as appropriate. The Group classified loans receivable as long-term or short-term
investments according to their contractual maturity. The allowance for uncollectible accounts is estimated based on an
assessment of the payment history, the existence of collateral, current information and events, and the facts and
circumstances around the credit risk of the debtors. As of December 31, 2020 and 2021, all loans receivable which are past
due are nonaccrual
Property and equipment, net
Property and equipment, net are stated at cost less accumulated depreciation and any recorded impairment.
Depreciation of property and equipment is provided using the straight-line method over the following expected useful
lives:
Leasehold improvements
Over the shorter of the lease term or estimated useful lives
Buildings
20 years
Furniture, fixtures and equipment
3-5 years
Motor vehicles
5 years
Construction in progress represents leasehold improvements under construction or being installed and is stated at cost.
Cost comprises original cost of property and equipment, installation, construction and other direct costs. Construction in
progress is transferred to leasehold improvements and depreciation commences when the asset is ready for its intended use.
Expenditures for repairs and maintenance are expensed as incurred, whereas the costs of betterments that extend the
useful life of property and equipment are capitalized as additions to the related assets. Gain or loss on disposal of property
and equipment, if any, is recognized in the consolidated statements of comprehensive income as the difference between the
net sales proceeds and the carrying amount of the underlying asset.
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GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-16
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Intangible assets
Intangible assets are carried at cost less accumulated amortization and any recorded impairment. Intangible assets
acquired through business combinations are recognized as assets separate from goodwill if they satisfy either the
“contractual-legal” or “separability” criterion, and are measured at fair value upon acquisition. Favorable leases from such
business combination transactions are amortized over the remaining operating lease term. Reacquired rights represent the
franchise right the Group previously granted to the acquiree through franchise agreements and are amortized over the next
renewal date in the applicable agreement.
Amortization is computed using the straight-line method over the following estimated useful lives:
Trademark
10 years or indefinite life
Technology
10 years
Network rights
10 years
Purchased software
5-10 years
Favorable leases
the remaining lease term
Reacquired rights
the remaining franchise term
The trademarks acquired in the acquisition of Argyle Group and Urban Hotel Group (Note 3) can be renewed without
substantial obstacles. As a result, the useful life is determined to be indefinite. The Group evaluates the trademark at the
end of each reporting period to determine whether events and circumstances continue to support an indefinite useful life.
Impairment is tested annually or more frequently if events or changes in circumstances indicate that it might be impaired.
Business combinations
The Group accounts for all business combinations under the purchase method in accordance with ASC 805, Business
Combinations. The cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the
assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are
expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately
at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the
total of the cost of the acquisition, fair value of the noncontrolling interests and acquisition date fair value of any
previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is
recorded as goodwill. If the cost of acquisition is less than the fair value of the identifiable net assets of the acquiree, the
difference is recognized directly in earnings.
The determination and allocation of fair values to the identifiable net assets acquired, liabilities assumed and
noncontrolling interest is based on various assumptions and valuation methodologies requiring considerable judgment. The
most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the
cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. The
Group determines discount rates to be used based on the risk inherent in the acquiree’s current business model and industry
comparisons. Although the Group believes that the assumptions applied in the determination are reasonable based on
information available at the date of acquisition, actual results may differ from forecasted amounts and the differences could
be material.
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GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-17
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable assets acquired less
liabilities assumed of an acquired business. The Group’s goodwill at December 31, 2020 and 2021 was related to its
acquisition of subsidiaries and business. The Group follows ASC subtopic 350-20, Intangibles-Goodwill and Other:
Goodwill. Goodwill and business acquired in a business combination are not amortized, but instead tested for impairment
at least annually, or more frequently if certain circumstances indicate a possible impairment may exist.
In accordance with ASC 350-20, the Group has assigned and assessed goodwill for impairment at the reporting unit
level. A reporting unit is an operating segment or one level below the operating segment. The Group has determined that it
has one reporting unit.
The Group has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step
test in accordance with ASC 350-20, Testing Goodwill for Impairment. If the Group believes, as a result of the qualitative
assessment, that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, the two-
step quantitative impairment test described above is required. Otherwise, no further testing is required. In the qualitative
assessment, the Group considers primary factors such as industry and market considerations, overall financial performance
of the reporting unit, and other specific information related to the operations. In performing the two-step quantitative
impairment test, the first step compares the carrying amount of the reporting unit to the fair value of the reporting unit
based on either quoted market prices of the ordinary shares or estimated fair value using a combination of the income
approach and the market approach. If the fair value of the reporting unit exceeds the carrying value of the reporting unit,
goodwill is not impaired and the Group is not required to perform further testing. If the carrying value of the reporting unit
exceeds the fair value of the reporting unit, then the Group must perform the second step of the impairment test in order to
determine the implied fair value of the reporting unit’s goodwill. The fair value of the reporting unit is allocated to its
assets and liabilities in a manner similar to a purchase price allocation in order to determine the implied fair value of the
reporting unit goodwill. If the carrying amount of the goodwill is greater than its implied fair value, the excess is
recognized as an impairment loss.
In 2020, the Group elected to choose to bypass the qualitative assessment and proceed directly to perform a
quantitative test. In 2019 and 2021, the Group performed a qualitative assessment for its operating unit. No impairment
was recorded during any of the presented periods.
Impairment of long-lived assets
The Group evaluates impairment of its long-lived assets to be held and used, including property and equipment,
definite-lived intangible assets and other non-current assets, when events or changes in circumstances indicate, in
management’s judgment, that the carrying value of such assets may not be recoverable in accordance with ASC subtopic
360-10, Property, Plant and Equipment-Overall. Recoverability of an asset to be held and used is measured by a
comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated
by the asset. If the carrying value of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is
recognized by the amount that the carrying value exceeds the estimated fair value. Fair value is generally determined by
discounting the cash flows expected to be generated by the assets, when the market prices are not readily available for the
long-lived assets. No impairment was recorded during any of the presented periods.
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GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-18
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Revenue recognition
Leased and operated hotel revenues
Revenues from leased-and-operated hotels are primarily derived from hotel operations, including the rental of rooms
and food and beverage sales. Each of these products and services represents an individual performance obligation and, in
exchange for these services, the Group receives fixed amounts based on fixed rates or fixed standalone selling price.
Revenue is recognized when rooms are occupied, and food and beverages are sold as the respective performance
obligations are satisfied.
Sublease rental revenues are derived from subleasing partial space of the leased-and-operated hotels to third-parties,
which are recognized on a straight-line basis over the contractual lease term. The sublease rental revenue is recorded in
leased-and-operated hotels revenue in the consolidated statements of comprehensive income amounted to RMB74,893,930,
RMB77,676,665 and RMB74,689,226 (USD11,720,369) for the years ended December 31, 2019, 2020 and 2021,
respectively.
Franchise and managed hotel revenues
The franchise and managed agreement contains the following promised services:
●
Intellectual Property (“IP”) license grant the right to access the Group’s hotel system IP, including brand names.
●
Pre-opening services include providing services (e.g., property design, leasehold improvement, construction
project management, systems installation, personnel recruiting and training, etc.) to the franchisees to assist in
preparing for the hotel opening.
●
System maintenance services include providing standardization hotel property management system (PMS),
central reservation system (CRS) and other internet related services.
●
Hotel management services include providing day-to-day management services of the hotels for the franchisees.
The promises to provide pre-opening services and system maintenance services are not distinct performance obligation
because they are attendant to the license of IP. Therefore, the promises to provide pre-opening services and system
maintenance services are combined with the license of IP to form a single performance obligation. Hotel management
services forms a single distinct performance obligation.
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GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-19
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Revenue recognition (continued)
Franchise and managed hotel revenues (continued)
Revenues from franchised-and-managed hotels are derived from franchise agreements where the franchisees are
required to pay (i) an initial one-time non-refundable franchise fee, and (ii) continuing franchise fees, which mainly consist
of on-going management and service fees based on a certain percentage of the room revenues of the franchised-and-
managed hotels and central reservation system (“CRS”) usage fee based on a fixed rate per transaction. For franchised-and-
managed hotels, the Group has a performance obligation to provide franchisees a license to its hotel system intellectual
property for use of certain of its brand names. The one-time franchise fees are fixed consideration payable upon submission
of a franchise application or renewal and are recognized on a straight-line basis over the initial or renewal term of the
franchise agreements. The Group does not consider this advance consideration to include a significant financing
component, since it is used to protect the Group from the franchisees failing to adequately complete some or all of its
obligations under the contract. The continuing fees represent variable consideration, as the transaction price is based on
a percentage of underlying service revenue is recognized by the franchisees’ operations. The Group recognizes continuing
franchise fees on a monthly basis over the term of the agreement as those amounts become payable.
In addition, the Group designates hotel managers to certain hotels and accounts for hotel manager fees related to the
hotels under the franchise program as revenues. Pursuant to the franchise-and-management agreements, the Group charges
the franchisees fixed hotel manager fees to compensate the Group for the franchised-and-managed hotel managers’
salaries, social welfare benefits and certain other out-of-pocket expenses as incurred. The hotel manager fee is recognized
as revenue on a monthly basis. During the years ended December 31, 2019, 2020 and 2021, the hotel manager fees that
were recognized as part of franchised-and-managed hotels revenue were RMB115,638,242, RMB112,729,886 and
RMB131,027,473 (USD20,561,070), respectively.
Other Revenues
Other revenues are derived from selling of goods through the Company’s online mall and sale of hotel related products
to franchisees. Revenues are recognized upon customers’ acceptance.
Membership Program
The Group invites its customers to participate in a membership program with four tiers of membership – E-
membership, R-membership, gold membership and platinum membership. A one-time membership fee is charged for new
members except for the E-membership. The membership automatically expires after two years in the event of non-usage
and is automatically renewed if used at least once within a two-year period. Members enjoy discounts on room rates,
priority in hotel reservation, and accumulate membership points for their paid stays, which can be redeemed for
membership upgrades, room night awards and other gifts within two years after the points are earned.
Membership fees from the Group’s membership program are earned and recognized on a straight-line basis over the
expected membership duration of the different membership levels. Such duration is estimated based on the Group’s and
management’s experience and is adjusted on a periodic basis to reflect changes in membership retention. The membership
duration is estimated to be three to five years depending on membership level.
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GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-20
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Membership Program (continued)
Membership points earned by members represent a material right to free or discounted goods or services in the future.
The membership program has one performance obligation that consists of marketing and managing the program and
arranging for award redemptions by members. The amount of revenue the Group recognize upon point redemption is
impacted by the estimate of the “breakage” for points that members will never redeem, which amount were included in
revenues from leased and operated hotel or revenues from franchised and managed hotels depending on the type of hotels
the membership was sold at. The Group estimates breakage based on the Group’s historical experience and expectations of
future member behavior and will true up the estimated breakage at end of each period. The Group recognized revenue net
of reimbursement paid to franchisees as its performance obligation is to facilitate the transaction between the member and
the franchised and managed hotels.
PRC Value-Added Taxes and related tax surcharges
Starting from May 2016, the accommodation services of the Group are subject to 6% of Value-Added Taxes.
The Group is subject to education surtax and urban maintenance and construction tax, on the services provided in the
PRC.
Advertising and promotional expenses
Advertising related expenses, including promotion expenses and production costs of marketing materials, are charged
to the consolidated statements of comprehensive income as incurred, and amounted to RMB23,934,351, RMB38,934,867
and RMB22,906,044 (USD3,594,458) for the years ended December 31, 2019, 2020 and 2021, respectively.
Government subsidies
Government subsidies are received from provincial and local governments for operating a business in their
jurisdictions and compliance with specific policies promoted by the local governments. Such subsidies allow the Group full
discretion to utilize the funds and are used by the Group for general corporate purposes. During the years ended
December 31, 2019, 2020 and 2021, the Group received financial subsidies of RMB9,880,735, RMB20,094,745 and
RMB16,993,539 (USD2,666,657), respectively, from various local PRC government authorities. There are no defined
rules and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of financial
subsidy is determined at the discretion of the relevant government authorities. Such amounts are recorded as other
operating income when received as the amount of the subsidies and the timing of payment are determined solely at the
discretion of the relevant government authorities and there is no assurance that the Group will continue to receive any or
similar subsidies in the future.
Interest income and other, net
Interest income and other, net consists primarily of interest income, and to a much lesser extent foreign exchange gains
or losses. Interest income is mainly generated from bank deposits and other interest earning financial assets and is
recognized on an accrual basis using the effective interest method.
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GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-21
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Leases
Leases are classified as capital or operating leases. A lease that transfers to the lessee substantially all the benefits and
risks incidental to ownership is classified as a capital lease. The Group did not have any leases that qualified as capital
leases for the years ended December 31, 2020 and 2021. The Group leases hotel space under certain operating lease
agreements. Certain of the lease agreements contain rent holidays and rent escalation provisions. Rent holidays and rent
escalation provisions are considered in determining straight-line rent expense to be recorded over the lease term. The lease
term begins on the date of initial possession of the lease property for purposes of recognizing lease expense on a straight-
line basis over the term of the lease. The excess of rent expense and rent paid, as the case may be for respective leases, is
recorded as deferred rent. Rental expenses amounted to RMB81,379,034, RMB122,590,230 and RMB238,493,602
(USD37,424,850) for the years ended December 31, 2019, 2020 and 2021, respectively.
Income taxes
Income taxes are provided for using the liability method. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating loss carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
or change in tax status is recognized in income in the period the change in tax status occurs or the change in tax rates or tax
law is enacted. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely
than not that some or all of the deferred tax assets will not be realized.
In accordance with ASC subtopic 740-10, Income Taxes, Overall, the Group recognizes the benefit of a tax position if
the tax position is more likely than not to prevail based on the technical merits of the tax position. Tax positions that meet
the “more likely than not” threshold are measured at the largest amount of tax benefit that has a greater than fifty percent
likelihood of being realized upon settlement.
The Group estimates its liability for unrecognized tax benefits which are periodically assessed and may be affected by
changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and
expiration of the statute of limitations. The ultimate outcome for a particular tax position may not be determined with
certainty prior to the conclusion of a tax audit or appeal or litigation process. The actual benefits ultimately realized may
differ from the Group’s estimates. As each tax audit is concluded, adjustments, if any, are recorded in the Group’s financial
statements. Additionally, in future periods, changes in facts, circumstances and new information may require the Group to
adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and
measurement estimates are recognized in the period in which the changes occur. The Group has elected to include interest
and penalties related to an uncertain tax position in “income tax expense (benefit)” in the consolidated statements of
comprehensive income.
Foreign currency translation and transactions
The reporting currency of the Group is the Renminbi (“RMB”). The functional currency of the Company, GreenTree
Samoa, GreenTree Suites, PHI and the entities incorporated in Hong Kong is the United States dollar (“USD”). The
financial records of PRC subsidiaries of the Company are maintained in the local currency, the Renminbi (“RMB”), which
is their functional currency.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-22
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Foreign currency translation and transactions (continued)
Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated
into the functional currencies at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and
liabilities are re-measured into the applicable functional currencies at historical exchange rates. Transactions in currencies
other than the applicable functional currencies during the year are converted into the functional currencies at the applicable
rates of exchange prevailing on the transaction dates. Transaction gains and losses are recognized in “interest income and
other, net” in the consolidated statements of comprehensive income.
Assets and liabilities are translated into RMB at the exchange rate at the balance sheet date. Equity accounts are
translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for
the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate
component of other comprehensive income (loss) in the consolidated statements of comprehensive income.
Convenience translation
Translations of amounts from RMB into U.S. dollars into U.S. dollars are solely for the convenience of the reader and
were calculated at the noon buying rate of USD1 to RMB6.3726 on December 31, 2021, as set forth in H.10 statistical
release of the Federal Reserve Board. The translation is not intended to imply that the RMB amounts could have been, or
could be, converted, realized or settled into U.S. dollars at that rate on December 31, 2021, or at any other rate.
Fair value
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. When determining the fair value measurements for assets
and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous
market in which it would transact and it considers assumptions that market participants would use when pricing the asset or
liability.
Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the
fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Group
follows ASC subtopic 820-10, Fair Value Measurements and Disclosures, which establishes a three-tier fair value
hierarchy, and prioritizes the inputs used in measuring fair value as follows:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or
liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that
are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices
for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or
model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by,
observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are
significant to the measurement of the fair value of the assets or liabilities.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-23
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Fair value (continued)
Assets and Liabilities Measured at Fair Value on a recurring basis
Investments in equity securities with readily determinable fair values are measured using quoted market prices, and are
recorded at fair values at each balance sheet date. The fair value of the Group’s Investments in wealth management
products are measured using the income approach, based on quoted market interest rates of a similar instrument and other
significant inputs derived from or corroborated by observable market data.
The payable for contingent consideration and the returnable consideration from Urban Hotel Group are based on the
achievement of certain financial targets in accordance with the acquisition agreements for the various periods.
For the available-for-sale debt investment, the Group uses a combination of valuation methodologies, including
income approach and Black-Scholes-Merton valuation model based on the Group’s best estimate, which is determined by
using information including but not limited to the future cash flow forecast, discount rate, expected volatility, a discount for
lack of marketability, the probability of exit events and the selection of comparable companies.
The carrying values of other financial instruments, which consist of cash and cash equivalents, time deposits, accounts
receivable, loans receivable, amounts due from related parties, accounts payable and amounts due to related parties are
recorded at cost which approximates their fair value due to the short-term nature of these instruments. The Group does not
use derivative instruments to manage risks.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-24
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Fair value (continued)
The following table summarizes the Company’s financial assets and liabilities measured and recorded at fair value as
of December 31, 2020 and 2021 on a recurring basis:
Fair Value Measurements at Reporting Date Using
Quoted Prices
in Active
Significant
Markets for
Other
Significant
As of
Identical
Observable
Unobservable
December 31,
Assets
Inputs
Inputs
Description
2020
(Level 1)
(Level 2)
(Level 3)
Other assets
Returnable consideration from acquisition of Urban
Hotel Group
1,833,421
1,833,421
Short-term investments
Investments in wealth management products
201,983,182
201,983,182
Investments in equity securities
Equity securities with readily determinable fair value
242,378,696
242,378,696
Long-term investments
Equity securities with readily determinable fair value
236,812,140
236,812,140
Available-for-sale debt investment
103,701,474
103,701,474
Accrued expenses and other current liabilities
Payables for contingent consideration from
acquisition of Urban Hotel Group
525,685
525,685
787,234,598
479,190,836
201,983,182
106,060,580
Fair Value Measurements at Reporting Date Using
Quoted Prices
in Active
Significant
Markets for
Other
Significant
As of
Identical
Observable
Unobservable
December 31,
Assets
Inputs
Inputs
Description
2021
(Level 1)
(Level 2)
(Level 3)
Other assets
Returnable consideration from acquisition of Urban
Hotel Group
5,385,583
5,385,583
Short-term investments
Investments in wealth management products
147,458,675
147,458,675
Investments in equity securities
Equity securities with readily determinable fair value
157,988,851
157,988,851
Long-term investments
Equity securities with readily determinable fair value
39,852,428
39,852,428
Available-for-sale debt investment
106,493,137
106,493,137
457,178,674
197,841,279
147,458,675
111,878,720
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-25
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Fair value (continued)
Reconciliations of assets and liabilities categorized within Level 3 under the fair value hierarchy are as follows:
Payables for
Available-for-
Returnable
contingent
sale debt
consideration
consideration
investment
December 31, 2020
1,833,421
525,685
103,701,474
Net unrealized fair value increase recognized in earnings
3,552,162
(525,685)
—
Net unrealized fair value increase recognized in other comprehensive income
—
—
2,791,663
December 31, 2021
5,385,583
—
106,493,137
December 31, 2021 (USD)
845,115
—
16,711,097
Significant Unobservable Inputs
Inputs
Inputs
As of December
As of December
Financial Assets
Unobservable Input
31, 2020
31, 2021
Available-for-sale debt investments
WACC
12 %
12 %
Discount for lack of marketability
35 %
34 %
Expected volatility
34.5 %
42 %
Probability of redeem preferences
100 %
100 %
Assets Measured at Fair Value on a non-recurring basis
The Group measures equity investments without readily determinable fair value and elected to use the measurement
alternative at fair value on a nonrecurring basis, in the cases of an impairment charge is recognized, fair value of an
investment is remeasured in an acquisition/a disposal, and an orderly transaction for identical or similar investments of the
same issuer was identified. The non-recurring fair value measurements to the carrying amount of an investment usually
requires management to estimate a price adjustment for the different rights and obligations between a similar instrument of
the same issuer with an observable price change in an orderly transaction and the investment held by the Company. The
valuation methodologies involved require management to use the observable transaction price at the transaction date and
other unobservable inputs (level 3) such as volatility of comparable companies and probability of exit events as it relates to
liquidation and redemption preferences.
Quoted
Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Total
Assets
Inputs
Inputs
Fair Value
Fair Value
(Level 1)
(Level 2)
(Level 3)
adjustment
Impairment
RMB
RMB
RMB
RMB
RMB
RMB
Fair value measurements on a non-recurring basis
As of December 31, 2020
Long-term investments – Equity securities without
readily determinable fair values
3,523,212
3,523,212
5,000,000
As of December 31, 2021
Long-term investments – Equity securities without
readily determinable fair values
6,233,255
6,233,255
2,710,043
—
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-26
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Comprehensive income
Comprehensive income is defined as the increase in equity of the Group during a year from transactions and other
events and circumstances excluding transactions resulting from investments by owners and distributions to owners.
Accumulated other comprehensive gain of the Group includes the foreign currency translation adjustments and unrealized
gains on available-for-sale investments.
Comparative information
Certain of the prior year comparative figures have been reclassified to conform to the current year’s presentation.
Segment reporting
The Group operates and manages its business as a single segment. The Group’s chief operating decision maker has
been identified as the CEO of the Group. The results of operations of the Group are regularly reviewed by the Chief
Executive Officer on a consolidated basis. The Group primarily generates its revenues from customers in the PRC.
Accordingly, no geographical segments are presented. Substantially all of the Group’s long-lived assets are located in the
PRC.
Employee benefits
The full-time employees of the Group’s PRC subsidiaries participate in a government mandated defined contribution
plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are
provided to employees. Chinese labor regulations require that the PRC subsidiary of the Group to make contributions to the
government for these benefits beyond the contribution made. The total amounts for such employee benefits, which were
expensed as incurred, RMB28,700,397, RMB25,666,575 and RMB36,617,173 (USD5,746,033) for the years ended
December 31, 2019, 2020 and 2021, respectively.
Share-based compensation
Share based awards granted to employees are accounted for under ASC 718, “Compensation—Stock Compensation”,
which requires that such equity awards granted to employees be measured based on the grant date fair value and
recognized as compensation expense a) immediately at grant date if no vesting conditions are required; or b) using
accelerated method, net of estimated forfeitures, over the requisite service period, which is the vesting period.
Earnings per share
Class A and Class B ordinary shares have the same rights with regard to dividends and distributions upon liquidation
of the Group. Net income is allocated on a pro rata basis to the Class A and Class B ordinary shares to the extent that each
class shares in income for the period. Basic EPS for each class of ordinary shares is computed by dividing net income
attributable to that class by the weighted average number of ordinary shares outstanding of that class for the period. Diluted
earnings per share is calculated by dividing net income attributable to the Class A and Class B ordinary shares as adjusted
for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive
ordinary equivalent shares outstanding during the period. Ordinary share equivalents are excluded from the computation of
diluted per share if their effects would be anti-dilutive. Contingently issuable shares relating to shares to be issued as a part
of purchase consideration associated with business combinations, are included in the computation of basic earnings per
share only when there is no circumstance under which those shares would not be issued. Contingently issuable shares are
included in the denominator of the diluted EPS calculation as of the beginning of the period or as of the inception date of
the contingent share arrangement, if later, only when dilutive and when all the necessary conditions have been satisfied as
of the reporting period end.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-27
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Concentration of credit risk
Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash and
cash equivalents, restricted cash, accounts receivable, amounts due from related and loans receivable. As of December 31,
2020, the Group had RMB434,229,811, RMB196,456,442, RMB185,772 and RMB1,183,983 held in cash and bank
deposits by entity located in the Mainland China, Cayman Island, Hong Kong and Japan, respectively. As of December 31,
2021, the Group had RMB283,847,034 (USD44,541,794), RMB31,973,714 (USD5,017,373), RMB72,907
(USD11,441) and RMB1,722,251 (USD270,259) held in cash and bank deposits by entity located in the Mainland China,
Cayman Island, Hong Kong and Japan, respectively. Management believes that these financial institutions are of high
credit quality and continually monitors the credit worthiness of these financial institutions.
The Group conducts credit evaluations on its customers and generally does not require collateral or other security from
such customers. The Group periodically evaluates the creditworthiness of the existing customers in determining an
allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of
specific customers.
The Group made loans to third-party individuals and related parties under loan agreements and is exposed to credit
risk in case of defaults by the debtors. The maximum amount of loss due to credit risk is limited to the total outstanding
principal plus accrued interest on the balance sheet date. As of December 31, 2020 and 2021, there were RMB394,948,617
and RMB965,475,805 (USD151,504,222) of loans receivable outstanding. The Group evaluates and monitors the credit
worthiness of the debtors and records an allowance for uncollectible accounts based on an assessment of the payment
history, the existence of collateral, current information and events, and the facts and circumstances around the credit risk of
the debtor.
Currency Convertibility Risk
Substantially all of the Group’s operating activities are transacted in RMB, which is not freely convertible into foreign
currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks
authorized by the PRC government to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of
China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires
submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-28
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Foreign Currency Exchange Rate Risk
The functional currency of the Company is USD, and the reporting currency is RMB. Since July 21, 2005, RMB has
been permitted by the PRC government to fluctuate within a managed band against a basket of certain foreign currencies.
The depreciation of the USD against the RMB was approximately 2.34% in 2021. Any significant revaluation of RMB may
materially and adversely affect the cash flows, operating results and financial position of the Group. As a result, an
appreciation of RMB against USD would result in foreign currency translation loss when translating the net assets of the
Group from USD into RMB.
For the years ended December 31, 2019 and 2020, the net foreign currency translation gain resulting from the
translation from USD to RMB reporting currency recorded in other comprehensive income was RMB2,933,162, loss
recorded RMB19,714,207, respectively. For the years ended December 31, 2021, the net foreign currency translation loss
recorded RMB6,497,403 (USD1,019,584).
Recently issued accounting pronouncements
As a company with less than USD1.07 billion in revenue for the last fiscal year, the company qualifies as an
“emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging
growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable
generally to public companies. These provisions include a provision that an emerging growth company does not need to
comply with any new or revised financial accounting standards until such date that a private company is otherwise required
to comply with such new or revised accounting standards. The Company has adopted the extended transition period.
Adopted Accounting Standards
The Group adopted ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the
Disclosure Requirements for Fair Value Measurement on January 1, 2021 and the adoption of this standard did not have
any material impact on the Group’s consolidated financial statements.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-29
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Accounting Standards Not Yet Adopted
In February 2016, the FASB issued ASU No. 2016-02, Leases, or ASU 2016-02, which modifies lease accounting for
lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and
disclosing key information about leasing arrangements. Under ASU 2016-02, lessor accounting is largely unchanged. In
July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, or ASU 2018-10. ASU
2018-10 clarifies certain provisions and correct unintended applications of the guidance such as the application of implicit
rate, lessee reassessment of lease classification, and certain transition adjustments that should be recognized to earnings
rather than to stockholders’ equity. ASU 2018-11 provides an alternative transition method and practical expedient for
separating contract components for the adoption of Topic 842. In addition, the FASB issued ASU No. 2018-11, Leases
(Topic 842): Targeted Improvements, that provide entities with an additional (and optional) transition method to adopt the
new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption
date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the
new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). Subsequently, FASB issued
Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), or ASU
2019-10 and Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) or ASU 2020-05, to delay the
effective date of this standard for private companies. The updated guidance is effective for the Group for the annual
reporting period beginning January 1, 2022 and interim period beginning January 1, 2023.
The Group will adopt new leasing standard using the modified retrospective method and will not restate comparable
periods. The Group will elect the package of practical expedients permitted under the transition guidance, which allow the
Group to carry forward the historical lease classification, the assessment whether a contract is or contains a lease and initial
direct costs for any leases that exist prior to adoption of the new standard. The Group will also elect the practical expedient
not to separate lease and non-lease components for certain classes of underlying assets and the short-term lease exemption
for contracts with lease terms of 12 months or less. Certain operating leases related to buildings and offices will be subject
to ASU 2016-02 and right-of-use assets and lease liabilities will be recognized on the Group’s consolidated balance sheet.
The Group currently believes the most significant change will be related to the recognition of right-of-use assets and lease
liabilities on the Group’s balance sheet for certain in-scope operating leases. The Group does not expect any material
impact on net assets and the consolidated statement of comprehensive income as a result of adopting the new standard.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments. This ASU is intended to improve financial reporting by requiring timelier
recording of credit losses on loans and other financial instruments held by financial institutions and other organizations.
This ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on
historical experience, current conditions, and reasonable and supportable forecasts. This ASU requires enhanced
disclosures to help investors and other financial statement users better understand significant estimates and judgments used
in estimating credit losses, as well as the credit quality and underwriting standards of our portfolio. These disclosures
include qualitative and quantitative requirements that provide additional information about the amounts recorded in the
financial statements. In November 2019, FASB issued ASU 2019-10 to delay the effective date of this standard for private
companies. The amendments in this ASU are effective for the Group beginning January 1, 2023 including interim periods
within the fiscal year. The Group is in the process of evaluating the impact of adoption of this guidance on the Group’s
consolidated financial statements.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-30
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Accounting Standards Not Yet Adopted (continued)
In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the
accounting for goodwill impairment by eliminating Step two from the goodwill impairment test. If the carrying amount of
a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus
determining an implied fair value in Step two to measure the impairment loss. The guidance is effective for annual and
interim impairment tests performed in periods beginning after December 15, 2022. The guidance should be applied on a
prospective basis, and is not expected to have a material impact on the Group’s consolidated financial statements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income
Taxes. This guidance removes certain exceptions to the general principles in Topic 740 and enhances and simplifies various
aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a
transaction that is not a business combination, ownership changes in investments, and interim-period accounting for
enacted changes in tax law. This standard is effective for the Group for the annual reporting periods beginning January 1,
2022 and interim periods beginning January 1, 2023, with early adoption permitted, and is not expected to have a material
impact on the Group’s consolidated financial statements
In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity
Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between
Topic 321, Topic 323, and Topic 815. This guidance addresses accounting for the transition into and out of the equity
method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and
forward contracts and purchase options on certain types of securities. This standard is effective for the Group beginning
January 1, 2022 including interim periods within the fiscal year, with early adoption permitted, and is not expected to have
a material impact on the Group’s consolidated financial statements
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract
Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The amendments create an exception to
the general recognition and measurement principal in ASC 805, Business Combinations to measure assets and liabilities
acquired in a business combination at fair value. Instead, an acquirer in a business combination will be required to apply
ASC 606 to recognize and measure contract assets and contract liabilities that result from contracts accounted for under
ASC 606 on the acquisition date and will generally result in the acquirer recognizing amounts consistent with those
recorded by the acquiree immediately before the acquisition date. ASU 2021-08 is effective for fiscal years beginning after
December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The Group is in the
process of evaluating the impact of adoption of this guidance on the Group’s consolidated financial statements.
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business
Entities about Government Assistance. This update requires certain annual disclosures about transactions with a
government that are accounted for by applying a grant or contribution accounting model by analogy. This update is
effective for annual periods beginning after December 15, 2021, and early application is permitted. This guidance should
be applied either prospectively to all transactions that are reflected in financial statements at the date of initial application
and new transactions that are entered into after the date of initial application or retrospectively to those transactions. The
Company will apply the guidance prospectively and expects the impact of this guidance will require additional disclosures
on the Company's government assistance arrangements in its consolidated financial statements, including the significant
terms and conditions of the government assistance transaction.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-31
3. BUSINESS COMBINATIONS
Business combinations in 2021:
During the years ended 2021, the Group completed three business combinations. The total consideration amounted to
RMB23,000,000 (USD3,609,202). The consideration paid is RMB19,530,000 (USD3,064,683). The results of the acquired
hotel’s operation have been included in the Company’s consolidated financial statements since its respective dates of
acquisition. The Group completed the valuations necessary to assess the fair value of the acquired assets and liabilities and
the non-controlling interests (if applicable) with the assistance from an independent valuation firm, resulting from which
the amounts of goodwill were determined and recognized as of the respective acquisition dates. Goodwill, which is non-
deductible for tax purposes, is primarily attributable to the synergies expected to be achieved from the acquisitions. The
initial accounting is incomplete as the valuations of intangible assets are provisional.
The net revenue and net loss of the acquire included in the consolidated statements of operations for the year ended
December 31, 2021 were not material. Neither the results of operations since the acquisition dates nor the pro forma results
of operations of the acquirees were presented because the effects of these business combinations, individually and in the
aggregate, were not significant to the Company’s consolidated results of operations.
The following is a summary of the fair values of the aggregate assets acquired and liabilities assumed:
2021
Amortization Period
Property and equipment
92,075
10 years
Intangible assets
Trademark
36,896,000
10 years
Goodwill
20,588,461
Noncontrolling interest
(34,576,536)
Total
23,000,000
Business combinations in 2020:
During the years ended 2020, the Group completed one business combinations of one hotel. The total consideration
amounted to RMB2,200,000, among which RMB153,251 was allocated to goodwill. The business acquisition was
accounted for under purchase accounting. The acquired hotel was considered insignificant. The results of the acquired
hotel’s operation have been included in the Company’s consolidated financial statements since its respective dates of
acquisition.
Business combinations in 2019:
During the years ended 2019, the Group completed four business combinations, including Argyle Group, Urban Hotel
Group and other two companies. The results of the acquired entities’ operations have been included in the Company’s
consolidated financial statements since their respective dates of acquisition. The Group completed the valuations necessary
to assess the fair value of the acquired assets and liabilities and the non-controlling interests (if applicable) with the
assistance from an independent valuation firm, resulting from which the amounts of goodwill were determined and
recognized as of the respective acquisition dates.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-32
3. BUSINESS COMBINATIONS (CONTINUED)
Argyle Group
On April 4, 2019, the Group completed the acquisition of Argyle Group through acquiring 60% equity interest in
Argyle Beijing. Argyle Group is an owner and operator of hotels, with a network of mid-scale and up-scale brands in China
and Southeast Asia. The total consideration amounted to RMB126,819,172, which was measured at the fair value of the
626,746 ordinary shares on the acquisition date and cash consideration of RMB65,779,032. The business acquisition was
accounted for under purchase accounting.
The net revenue and net loss of the acquire included in the consolidated statements of operations for the year ended
December 31, 2019 were RMB11,882,976 and RMB7,694,834, respectively.
The following is a summary of the fair values of the assets acquired and liabilities assumed:
2019
Amortization Period
Current assets
3,777,860
Property and equipment
1,013,378
3 - 17 years
Intangible assets
Purchased software
669,206
4 - 7 years
Trademark
230,500,000
Indefinite life
Goodwill
42,198,903
Current liabilities
(7,618,079)
Deferred tax liabilities
(57,625,000)
Non current liabilities
(15,642,000)
Noncontrolling interest
(70,455,096)
Total
126,819,172
Urban Hotel Group
On November 30, 2019, the Group completed the acquisition of Urban Hotel Group through acquiring 70% equity
interest in Shandong Xinghui. Urban Hotel Group is a leading franchised hotel operator in China. The total consideration
amounted to RMB 190,349,496, which was measured at the fair value of the 870,908 ordinary shares on the acquisition
date, RMB126,000,000 of cash consideration and the fair value of the contingent consideration and the returnable
consideration depending on the achievement or failing of certain financial targets on annual basis (“Contingent
Consideration Arrangement”) on the acquisition date. Pursuant to the clause of the agreement, the estimated contingent
consideration will not exceed RMB105million and the estimated returnable consideration will not exceed
RMB69million. The Group has assessed such Contingent Consideration Arrangement to be classified as a financial
liability and remeasured at the end of each reporting period with any changes in its fair value to be recognized in its
consolidated profit and loss statements. With the assistance of an independent third-party valuation firm based on the
Company’s assessment of whether certain financial targets could be achieved or not, the fair value of the returnable
consideration and contingent consideration recognized as of the acquisition date is RMB3,333,421 and
RMB4,027,207, respectively. The business acquisition was accounted for under purchase accounting.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-33
3. BUSINESS COMBINATIONS (CONTINUED)
Urban Hotel Group (continued)
The following is a summary of the fair values of the assets acquired and liabilities assumed:
2019
Amortization Period
Current assets (i)
50,482,296
Property and equipment
6,913,189
3 - 10 years
Intangible assets
Favorable leases
20,100,000 Remaining lease terms
Trademark
212,800,000
Indefinite life
Purchased software
34,739
2 years
Deferred tax assets
4,000,000
Other assets
4,537,000
Goodwill
49,037,577
Current liabilities
(19,831,341)
Non current liabilities
(11,517,000)
Deferred tax liabilities
(58,225,000)
Noncontrolling interest
(67,981,964)
Total
190,349,496
(i)
Current assets acquired primarily included cash and cash equivalent of RMB28,162,864, other receivables of
RMB16,928,966 and accounts receivable of RMB5,116,320.
Others
On July 1, 2019, the Group completed the acquisition of a company at consideration of RMB37,255,016 of current
assets which were effectively settled upon the acquisition.
On August 31, 2019, the Group completed the acquisition of one hotel at a cash consideration of RMB5,530,000.
As the acquires are unlisted companies, the fair value measurements for the non-controlling interest and previously
held equity interest are estimated with reference to the purchase price per share as of the acquisition date and adjustment
for the lack of control and marketability.
The business acquisitions were accounted for under purchase accounting. The assets and liabilities of these two
acquirees were immaterial to the consolidated financial statements.
The Group incurred transaction cost of RMB2,589,034 for the abovementioned four acquisitions, which was expensed
and recorded in general and administrative expenses in the year ended December 31, 2019.
The valuations used in the purchase price allocation described above were determined by the Company with the
assistance of independent third-party valuation firms. The valuation reports considered generally accepted valuation
methodologies such as the income, market and cost approaches. As the acquirees are all private companies, the fair value
estimates of noncontrolling interests are based on significant inputs considered by market participants which mainly
include (a) discount rate, (b) projected terminal value based on future cash flow (c) financial multiple of companies in the
same industry and (d) adjustment for lack of control and marketability.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-34
3. BUSINESS COMBINATIONS (CONTINUED)
Others (continued)
Goodwill was recognized as a result of expected synergies from combining operations of the Group and acquired
business and other intangible assets that do not qualify for separate recognition. Goodwill is not amortized and is not
deductible for tax purposes. In accordance with ASC 350, the Group assigned and assessed goodwill for impairment at the
reporting unit level. All the acquired business has been integrated with the Group’s business. The Group concluded that it
has only one reporting unit. Accordingly, goodwill is allocated to one single reporting unit.
4. REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregated Revenues
The following tables present our revenues disaggregated by the type of the services:
Years Ended December 31,
2019
2020
2021
2021
RMB
RMB
RMB
USD
Leased and operated hotels revenues
253,420,676
227,074,041
391,960,031
61,507,082
Franchise and managed hotels revenues
831,340,340
677,480,818
774,359,348
121,513,879
Initial franchise fee
54,930,266
61,051,369
76,263,574
11,967,419
Continuing franchise fees
776,410,074
616,429,449
698,095,774
109,546,460
Others
7,032,119
25,455,237
39,826,579
6,249,659
Total
1,091,793,135
930,010,096
1,206,145,958
189,270,620
Substantially all revenues are generated in the PRC.
Contract Balances
The Group’s payments from customers are based on the billing terms established in contracts. Customer billings are
classified as accounts receivable when the Group’s right to consideration is unconditional. If the right to consideration is
conditional on future performance under the contract, the balance is classified as a contract asset. Our contract assets are
insignificant at December 31, 2020 and December 31, 2021.
Payments received in advance of performance under the contract are classified as current or non-current contract
liabilities on the Group’s consolidated balance sheets and are recognized as revenue as the Group performs under the
contract.
Years Ended December 31,
2020
2021
2021
RMB
RMB
USD
Advance from customers
34,305,508
39,773,738
6,241,367
Deferred revenue-current
221,314,997
215,147,975
33,761,412
Deferred revenue-non current
361,901,369
314,472,488
49,347,596
Total contract liabilities
617,521,874
569,394,201
89,350,375
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-35
4. REVENUE FROM CONTRACTS WITH CUSTOMERS (CONTINUED)
Contract Balances (continued)
The deferred revenue balances above, as of December 31, 2020 and 2021 were comprised of the following:
Years Ended December 31,
2020
2021
2021
RMB
RMB
USD
Initial fees received from franchisees owners
280,478,697
248,406,284
38,980,367
Cash received for membership fees and not
recognized as revenue
215,009,108
186,976,973
29,340,767
Cash received for prepaid card and sublease
48,137,090
47,604,011
7,470,108
Deferred revenue related to the membership
program
39,591,471
46,633,195
7,317,766
Total contract liabilities
583,216,366
529,620,463
83,109,008
The Group recognized revenues that were previously deferred as contract liabilities of RMB206,913,137 and
RMB183,736,546 (USD28,832,273) during the years ended December 31, 2020 and 2021, respectively.
Revenue Allocated to Remaining Performance Obligations
Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been
recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future
periods.
As of December 31, 2021, the Group had RMB248,406,284 (USD38,980,367) of deferred revenues related to initial
fees received from franchisees owners are expected to be recognized as revenues over the remaining contract periods over
one to 30 years. The Group had RMB186,976,973 (USD29,340,767) of deferred revenues related to membership fees that
are expected to be recognized as revenues over the remaining membership life, which is estimated to be one to five years.
The Group had RMB46,633,195 (USD7,317,766) of deferred revenues related to unsatisfied performance obligations
under Greentree Reward membership program that will be recognized as revenues when the points are redeemed, which we
estimate will occur over the next two years. The Group also had RMB47,604,011 (USD7,470,108) related to cash received
for prepaid card and sublease, which are expected to be recognized as revenues in future periods over the terms of the
related contracts.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-36
5. LOANS RECEIVABLE, NET
Loans receivable, net is comprised of the following:
As of December 31,
2020
2021
2021
RMB
RMB
USD
Loans receivable, current portion
Franchisees
191,687,640
308,016,920
48,334,576
Third parties
48,556,989
45,216,904
7,095,519
Less: bad debt provision
(18,000,000)
(105,703,244)
(16,587,145)
Total
222,244,629
247,530,580
38,842,950
Loans receivable, non-current portion
Franchisees
121,460,977
294,150,438
46,158,623
Third parties
24,243,011
9,000,000
1,412,296
Less: bad debt provision
—
(12,182,758)
(1,911,741)
Total
145,703,988
290,967,680
45,659,178
Loans receivable to franchisees represent loan agreements entered with certain franchisees to finance the renovation of
certain franchised-and-managed hotels with maturity from one month to six years and the interest rate from 4.7% to 9.9%
per annum.
Loans receivable to third parties mainly represent loan agreements entered with certain third-party companies to
support their daily operation or bridge loan of mortgage with maturity from one year to three years and the interest rate
from 7.9% to 18.0% per annum.
As of December 31, 2020 and 2021, the Group recognized an allowance of RMB18,000,000 and RMB117,886,002
(USD18,498,886) in relation to loans to a third party and certain franchisees.
The following table presents the aging of past-due gross loans receivable as of December 31, 2020 and 2021:
7 to 12
1 to 3 months
4 to 6 months
months past
Over 1 year
past due
past due
due
past due
Total
RMB
RMB
RMB
RMB
December 31, 2020
37,251,907
51,957,304
6,673,574
15,000,000
110,882,786
7 to 12
1 to 3 months
4 to 6 months
months past
Over 1 year
past due
past due
due
past due
Total
RMB
RMB
RMB
RMB
December 31, 2021
42,412,387
25,028,613
33,136,695
39,751,902
140,329,597
December 31, 2021 (USD)
6,655,429
3,927,535
5,199,871
6,237,941
22,020,776
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-37
5. LOANS RECEIVABLE, NET (CONTINUED)
Movement of allowance for loans receivable for the year ended December 31, 2020 and 2021 are as follows:
2020
2021
RMB
RMB
USD
Balance of the beginning of the year
15,000,000
18,000,000
2,824,593
Provision
3,000,000
99,886,003
15,674,293
Balance of the end of the year
18,000,000
117,886,003
18,498,886
Evaluated for impairment on an individual basis
18,000,000
117,886,003
18,498,886
6. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
As of December 31,
2020
2021
2021
RMB
RMB
USD
Buildings
544,298,466
626,908,935
98,375,692
Leasehold improvements
384,266,061
630,691,571
98,969,270
Furniture, fixtures and equipment
77,605,170
93,440,638
14,662,875
Motor vehicles
2,909,387
3,204,381
502,837
Total
1,009,079,084
1,354,245,525
212,510,674
Less:
Accumulated depreciation
(353,833,524)
(436,314,189)
(68,467,217)
655,245,560
917,931,336
144,043,457
Construction in progress
13,360,101
127,424,929
19,995,752
Property and equipment, net
668,605,661
1,045,356,265
164,039,209
Depreciation expense was RMB37,340,304, RMB59,719,535 and RMB89,617,316 (USD14,062,913) for the years
ended December 31, 2019, 2020 and 2021, respectively, and were included in the following captions:
For the years ended December 31,
2019
2020
2021
2021
RMB
RMB
RMB
USD
Hotel operating costs
31,671,274
53,850,494
80,575,644
12,644,077
General and administrative costs
5,669,030
5,869,041
9,041,672
1,418,836
Total
37,340,304
59,719,535
89,617,316
14,062,913
No impairment of was recognized on the property and equipment for any of the presented periods.
At 31 December 2021, two of the Group's buildings with a net carrying amount of approximately RMB288,313,328
(USD45,242,653) (as of December 31, 2020: nil) were pledged to secure general banking facilities granted to the Group
(note 11).
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-38
7. INTANGIBLE ASSETS, NET
Intangible assets, net consist of the following:
As of December 31,
2020
2021
2021
RMB
RMB
USD
Intangible assets with indefinite life:
Trademark
443,300,000
443,300,000
69,563,442
Intangible assets with definite life:
Trademark
4,724,493
41,620,493
6,531,164
Technology
4,200,000
4,200,000
659,072
Network rights
390,317
390,317
61,249
Purchased software
15,227,737
15,429,484
2,421,223
Reacquired rights
2,531,418
2,531,418
397,235
Favorable leases
42,095,848
42,095,848
6,605,757
Others
435,185
435,185
68,290
Total
512,904,998
550,002,745
86,307,432
Less: Accumulated amortization
(21,391,925)
(29,885,266)
(4,689,650)
Total.
491,513,073
520,117,479
81,617,782
Amortization expense of intangible assets for the years ended December 31, 2019, 2020 and 2021 amounted to
RMB3,025,995, RMB6,150,436 and RMB8,493,341 (USD1,332,790), respectively.
No impairment charges were recognized for the years ended December 31, 2019, 2020 and 2021.
The estimated aggregate amortization expense for each of the five succeeding years is as follows:
Year ending December 31,
RMB
USD
2022
9,296,919
1,458,889
2023
8,964,793
1,406,772
2024
8,830,200
1,385,651
2025
8,402,997
1,318,614
2026
8,153,147
1,279,407
Thereafter
33,169,422
5,205,007
8. GOODWILL
The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2021 were as follows:
For the years ended December 31,
2020
2021
2021
RMB
RMB
USD
Balance as of January 1
100,078,236
100,231,487
15,728,507
Acquisitions
153,251
20,588,461
3,230,779
Balance as of December 31
100,231,487
120,819,948
18,959,286
No impairment loss was recognized in any of the periods presented.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-39
9. LONG-TERM INVESTMENTS
As at December 31, 2020 and 2021, long-term investments consisted of the following:
As of December 31,
2020
2021
2021
RMB
RMB
USD
Equity method investments
Shanghai Wiselong Enterprise Management Co., Ltd.
24,489,092
25,424,106
3,989,597
Other
1,000,000
10,787,859
1,692,850
Equity securities with readily determinable fair values
China Gingko Education Group Company Limited
56,354,913
39,852,428
6,253,716
Zhejiang New Century Hotel Management Co., Ltd.
180,457,226
—
—
Equity securities without readily determinable fair values
Other
3,523,212
6,233,255
978,134
Available-for-sale debt investment
Yibon
103,701,474
106,493,137
16,711,097
Total
369,525,917
188,790,785
29,625,394
Equity method investments
None of the Group’s equity method investments was considered individually or in aggregate significant for the years
ended December 31, 2020 and 2021.
Equity securities with readily determinable fair values
In January 2019, the Group acquired 5.56% equity interest, 27,776,000 ordinary shares, in China Gingko Education
Group Company Limited with HK$40.40million during its initial public offering in the Hong Kong Stock Exchange and
further acquired 2.71% equity interest, 13,560,000 ordinary shares with HK$19.53million through secondary market.
On March 11, 2019, the Group acquired 4.95% of shares in Zhejiang New Century Hotel Management Co., Ltd. in its
global offering in the Hong Kong Stock Exchange, for a total amount of USD29.2 million. In April 2021, the Group
disposed all its shares for a total amount of USD32.4million.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-40
9. LONG-TERM INVESTMENTS (CONTINUED)
Investment in Yibon
In April 2017, the Group acquired a 30% interest in Yibon for cash consideration of RMB103,701,474 in form of
capital injection into the target company. The terms of investment in 30% equity interest in the ordinary shares of Yibon
includes a contingent redemption clause if certain specified criteria are not met. As a result, the investment is accounted for
as a cost method investment as the shares are not in-substance common stock prior to January 1, 2019. Along with the
adoption of ASU 2016-01, the Group accounted it as equity securities without readily determinable fair values.
As of December 31, 2020, the performance period had elapsed and the criterion had been determined to be not met,
therefore the Group has the option to require Yibon to redeem the investment at the Group’s discretion. Therefore, the
Group reclassified it to available-for-sale debt security and recorded it at its fair value.
The holders of 70% of equity interest in Yibon had the right to exchange their equity interest in Yibon into the
Company’s shares within a certain period after Yibon delivered an audited consolidated financial report for the year of
2019 in accordance with a formula using Yibon’s net profit achieved in the year of 2019 as calculation basis. Yibon
recorded a net loss in 2019, as such, those holders were unable to exchange their equity interests in Yibon for the
Company’s shares.
10. OTHER ASSETS
As of December 31,
2020
2021
2021
RMB
RMB
USD
Current
Receivable from on-line payment platforms
40,831,573
53,983,324
8,471,162
Interest receivable
5,298,869
49,347,369
7,743,679
Deposits
5,262,478
11,168,379
1,752,562
Advance to suppliers
5,581,884
5,206,428
817,002
VAT recoverable
—
5,009,469
786,095
Others
20,674,990
18,022,194
2,828,076
Total
77,649,794
142,737,163
22,398,576
Non-current
Acquisition deposits
8,216,700
6,650,200
1,043,561
Rental deposit
7,410,000
56,962,580
8,938,672
Interest receivable
33,772,617
5,737,675
900,366
Purchase deposits for buildings
—
197,723,649
31,027,156
Returnable consideration from the acquisition of Urban Hotel Group
1,833,421
5,385,583
845,115
VAT recoverable
—
10,774,251
1,690,715
Others
15,402,656
46,132,402
7,239,181
Total
66,635,394
329,366,340
51,684,766
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-41
11. BANK LOANS
Short-term bank loans
Short-term bank loans as of December 31, 2021 amounted to RMB356,000,000 (USD55,864,168) (as of December 31,
2020: RMB150,000,000), which consisted of RMB denominated borrowings from financial institutions in the PRC that are
repayable within one year. The weighted average interest rates for the outstanding short-term bank loans as of December
31, 2020 and 2021 were 4.60% and 4.71%, respectively.
As of December 31, 2021, the repayments of short-term bank loans amounting to RMB240,000,000 (USD37,661,237)
and RMB76,000,000 (USD11,926,058) are respectively guaranteed by the Company’s PRC subsidiaries and collateralized
by short-term time deposits of RMB80,000,000 (USD12,553,746), which were classified as short-term investments as
provided by one of the Group's wholly-owned subsidiaries.
Long-term bank loans
In December 2021, the Group entered into a secured loan agreement with Shanghai Pudong Development Bank,
pursuant to which the Group is entitled to borrow a RMB denominated loan of RMB152,000,000 (USD23,852,117) for
interest rate at a fixed annual interest rate of 5% and maturity date on February 17, 2023. The Group collateralize such
borrowing with short-term investments and long-term time deposits of RMB30,000,000 (USD4,707,655) and
RMB130,000,000 (USD20,399,837), respectively. The amount RMB30,200,000 (USD4,739,039) repayable within the next
twelve months are classified as “Long-term bank loans, current portion”.
In December 2021, the Group entered into a secured loan agreement with Bank of DaLian, pursuant to which the
Group is entitled to borrow a secured RMB denominated loan of RMB200,000,000 (USD31,384,364) for interest rate at a
fixed annual interest rate of 5% and maturity date on December 27, 2024. The repayment of the loan is guaranteed by the
Group’s 100% equity interests one Group's wholly-owned subsidiary and two buildings owed by the Group, which have a
carrying amount of RMB288,313,328 (USD45,242,653) as of December 31, 2021. The amount RMB20,000,000
(USD3,138,436) repayable within the next twelve months are classified as “Long-term bank loans, current portion”.
As of December 31, 2021, aggregate loan principal payments on long-term borrowings are due according to the
following schedule:
Year ending December 31,
RMB
USD
2022
50,200,000
7,877,475
2023
141,800,000
22,251,514
2024
160,000,000
25,107,492
Total
352,000,000
55,236,481
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-42
12. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
As of December 31,
2020
2021
2021
RMB
RMB
USD
Payable to franchisees
145,807,668 155,853,992 24,456,892
Business taxes and related tax surcharge
78,300,960
111,076,878
17,430,387
Accrued rental
20,675,146
27,957,242
4,387,101
Construction payable
11,902,821
13,888,585
2,179,422
Deposits payable
15,342,758
17,269,154
2,709,907
Payable for business combination and asset acquisitions
309,500
15,342,675
2,407,601
Accrued utilities
2,307,672
1,177,631
184,796
Others
26,050,148
38,715,905
6,075,370
Total
300,696,673
381,282,062
59,831,476
13. OTHER LONG-TERM LIABILITIES
As of December 31, 2020 and 2021, other long-term liabilities are mainly comprised of deposits from franchisees of
RMB104,562,713 and RMB118,803,438 (USD18,642,852), respectively.
14. ORDINARY SHARES
The Group’s Class A and Class B ordinary shares are identical in all respects except for voting and conversion rights.
On all matters upon which the holders are entitled to vote, the Class A shares and Class B shares then outstanding shall
constitute 39.6% and 60.4% of the total voting power of the issued and outstanding shares of the Group, respectively.
15. HOTEL OPERATING COSTS
Hotel operating costs include all direct costs incurred in the operation of the leased-and-operated hotels and cost of
providing franchise services and consist of the following:
Year ended December 31,
2019
2020
2021
2021
RMB
RMB
RMB
USD
Rental
79,597,408 118,295,183 235,568,383
36,965,820
Utilities
19,119,300
15,372,385
25,782,913
4,045,902
Personnel cost
38,277,298
46,941,757
82,114,394
12,885,540
Depreciation and amortization
34,727,153
53,850,494
80,575,644
12,644,077
Consumable, food and beverage
32,337,115
43,257,796
69,495,702
10,905,392
Costs of hotel manager of franchised-and-managed
hotels
96,565,044
91,664,745
114,779,305
18,011,378
Other costs of franchised-and-managed hotels
29,192,923
22,985,917
26,123,578
4,099,359
Others
9,010,238
9,291,029
16,936,986
2,657,782
Total
338,826,479
401,659,306
651,376,905
102,215,250
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-43
16. SHARE BASED COMPENSATION
2018 Share Incentive Plan
In January 2018, the Group adopted the 2018 Share Incentive Plan which allows the Group to offer incentive awards to
employees, directors and consultants (the “Participants”). Under the 2018 Share Incentive Plan, the Group may issue
incentive awards to the Participants to purchase not more than 9,000,000 Class A ordinary shares. The incentive awards
granted under the Share Incentive Plans typically have a maximum life of six years and vest in typical ways as vest ratably
over the following four years starting after the first/second/third anniversary of the stated vesting commencement date.
Share-based compensation expense of RMB26,490,395, RMB232,558 and RMB2,464,763 (USD386,775) was
recognized in general and administrative expenses for the years ended December 31, 2019, 2020 and 2021. During the year
ended December 31, 2019, 2020 and 2021, cash used to settle the related share-based compensation is nil, RMB1,186,271
and nil.
For options granted during the years ended December 31, 2019 and 2021, the weighted-average grant date fair value
for options granted was USD3.57 and USD2.42, respectively computed using the binomial option pricing model. The
binomial model requires the input of subjective assumptions including the expected stock price volatility and the expected
price multiple at which employees are likely to exercise stock options. The Group uses historical data to estimate forfeiture
rate. Expected volatilities are based on the average volatility of the Group and comparable companies. The risk-free rate for
periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The fair value of share options was estimated using the following significant assumptions:
Granted in 2019 Granted in 2021
Risk-free interest rate
1.60%-2.60 %
0.92 %
Volatility
35.66%-37.98 %
40 %
Dividend yield
2.5 %
2.5 %
Life of option
6 years
6 years
The aggregate grant date fair value of the outstanding options was determined to be RMB39,628,188, RMB35,828,331
and RMB34,994,421 (USD5,491,388) as of December 31, 2019, 2020 and 2021, respectively and such amount shall be
recognized as compensation expenses using the accelerate method for all employee share options granted. The total fair
value of share options vested during the years ended December 31, 2019, 2020 and 2021 were RMB11,316,415,
RMB8,610,259 and RMB8,319,569 (USD1,305,522).
As of December 31, 2021, there was RMB592,966 (USD 93,049) in total unrecognized compensation expense related
to unvested options, which is expected to be recognized over a weighted-average period of 0.37 years.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-44
16. SHARE BASED COMPENSATION (CONTINUED)
2018 Share Incentive Plan (continued)
The following table summarized the Group’s share option activity under the option plans:
Weighted
Weighted
Average
Average
Remaining
Aggregate
Number of
Exercise
Contractual
Intrinsic
Options
Price
Life
Value
USD
Years
USD
Share options outstanding at December 31, 2020
991,000
12.27
3.13
1,257,200
Granted
6,000
12.00
—
—
Exercised
—
—
—
—
Forfeited
(4,500)
12.27
—
—
Expired
—
—
—
—
Share options outstanding at December 31, 2021
992,500
12.27
2.14
—
Vested and expected to vest at December 31, 2021
992,500
12.28
2.14
—
Exercisable as of December 31, 2021
742,125
12.24
2.14
—
17. INCOME TAXES
Samoa
Under the current laws of Samoa, GreenTree Samoa is not subject to tax on income or capital gain.
Cayman Island
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain.
Hong Kong
GreenTree Hotels (Hong Kong), Limited is subject to Hong Kong profit tax at a rate of 16.5% in the years ended
December 31, 2019, 2020 and 2021. No Hong Kong profit tax has been provided as the Group has not had assessable profit
that was earned in or derived from Hong Kong during the years presented.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-45
17. INCOME TAXES (CONTINUED)
PRC
On March 16, 2007, the PRC government promulgated the Law of the People’s Republic of China on Enterprise
Income Tax (“New EIT Law”), which was effective from January 1, 2008. Under the New EIT Law, domestically-owned
enterprises and foreign-invested enterprises are subject to a uniform tax rate of 25%. Enterprises qualified as "High New
Technology Enterprises ("HNTEs") enjoy a preferential income tax rate of 15%.
Shanghai Evergreen qualified as an HNTE in November 2017 and was entitled to a preferential income tax rate of
15% from 2017 to 2019. Shanghai Evergreen reapplied for HNTE in 2020 and was successful in obtaining the HNTE
certificate. It is entitled to the preferential income tax rate of 15% from 2020 to 2023.
Shanghai Sipei qualified as an HNTE in 2020 and is entitled to a preferential income tax rate of 15% during 2021 to
2023.
The current and deferred components of income tax expense appearing in the consolidated statements of
comprehensive income are as follows:
Year ended December 31,
2019
2020
2021
2021
RMB
RMB
RMB
USD
Current tax
197,233,190 122,931,256 105,353,756 16,532,303
Deferred tax
(7,665,373)
(12,472,054)
3,535,126
554,739
Total
189,567,817
110,459,202
108,888,882
17,087,042
Reconciliation between the effective income tax rate and the PRC statutory income tax rate is as follows:
Years ended December 31,
2019
2020
2021
PRC statutory tax rate
25 %
25 %
25 %
Withholding tax on the PRC earnings distribution
3 %
0 %
10 %
Effect of international rate difference
0 %
1 %
1 %
Effect of preferential tax rate
(5)%
0 %
(7)%
Tax effect of expenses that are not deductible in determining taxable profit
7 %
5 %
20 %
Effective tax rate
30 %
31 %
49 %
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-46
17. INCOME TAXES (CONTINUED)
PRC (continued)
The principal components of the Group’s deferred income tax assets and liabilities as of December 31, 2019 2020 and
2021 are as follows:
As of December 31,
2020
2021
2021
RMB
RMB
USD
Deferred tax assets:
Net loss carryforward
22,229,252
53,089,828
8,330,952
Deferred revenue
132,881,621
115,049,834
18,053,829
Deferred rent
7,499,776
17,692,412
2,776,326
Bad debt expenses
7,622,390
30,328,801
4,759,251
Accrued expenses
15,971,223
17,687,519
2,775,558
Unrealised losses from equity securities
5,213,960
7,534,182
1,182,278
Valuation allowance
(24,186,707)
(59,426,713)
(9,325,349)
Total deferred tax assets
167,231,515
181,955,863
28,552,845
Deferred tax liabilities:
Depreciation of property and equipment
(3,990,387)
(6,099,754)
(957,185)
Unrealized gains from equity securities
(805,803)
(880,803)
(138,217)
Intangible assets arising from acquisition
(141,587,024)
(176,681,292)
(27,725,150)
Withholding tax on PRC earnings to be distributed
(43,191,602)
(64,929,920)
(10,188,921)
Total deferred tax liabilities
(189,574,816)
(248,591,769)
(39,009,473)
The Group offset deferred tax liabilities and assets pertaining to a particular tax-paying component of the Group within
a particular jurisdiction.
Valuation allowances have been provided for net deferred tax assets in the legal entity where, based on all available
evidence, it was determined by management that more likely than not to be realized in future years. As of December 31,
2021, the Group had tax losses carryforwards of RMB212,359,312 (USD33,323,810) which will expire between 2021 and
2025 if not utilized.
The EIT law also imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise
("FIE") to its immediate holding company outside of China, if such immediate holding company is considered as a non-
resident enterprise without any establishment or place within China or if the received dividends have no connection with
the establishment or place of such immediate holding company within China, unless such immediate holding company’s
jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. The
cumulated undistributed earnings of the Group’s PRC subsidiaries the Group intends to indefinitely reinvested were
RMB319,502,143 (USD50,136,858) as of December 31, 2021. The Group intends to indefinitely reinvest the remaining
undistributed earnings of the Group’s PRC subsidiaries. As of December 31, 2021, the related PRC withholding tax
liability unrecognized was RMB31,950,214 (USD5,013,686).
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-47
17. INCOME TAXES (CONTINUED)
PRC (continued)
The Group made its assessment of the level of authority for each of its uncertain tax positions (including the potential
application of interests and penalties) based on the technical merits, and has measured the unrecognized tax benefits
associated with the tax positions. It is possible that the amount of uncertain tax benefits will change in the next 12 months,
however, an estimate of the range of the possible outcomes cannot be made at this time. RMB328,820,281
(USD51,599,077) of the uncertain tax positions, if ultimately recognized, would affect the effective tax rate.
Unrecognized tax benefits — January 1, 2020
261,641,717
Increases — tax positions in the current period
37,621,483
Decreases — tax positions in prior period
(8,583,298)
Unrecognized tax benefits — December 31, 2020
290,679,902
Unrecognized tax benefits — January 1, 2021
290,679,902
Increases — tax positions in the current period
108,672,095
Decreases — tax positions in prior period
(70,531,716)
Unrecognized tax benefits — December 31, 2021
328,820,281
In the years ended December 31, 2021, the Company recorded interest expense of RMB34,614,362 (USD5,431,749).
In the years ended December 31, 2021, the Company reversed interest expense of RMB32,417,246 (USD5,086,973) due to
lapse of statute of limitation. As of December 31, 2021, the accumulated interest expense and penalty recorded by the
Group was RMB89,961,651 (USD14,116,946) and nil, respectively.
The Group’s PRC subsidiaries are subject to examination by the PRC tax authorities from 2016 through 2021 on non-
transfer pricing matters, and from 2011 through 2021 on transfer pricing matters.
18. MAINLAND CHINA CONTRIBUTION PLAN AND PROFIT APPROPRIATION
Full time employees of the Group in the PRC participate in a government-mandated multi-employer defined
contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing
fund and other welfare benefits are provided to employees. PRC labor regulations require the Group to accrue for these
benefits based on a certain percentage of the employees’ salaries, subject to certain ceilings. The total contribution for such
employee benefits were RMB28,700,397, RMB25,666,575 and RMB36,617,173 (USD5,746,033) for the years ended
December 31, 2019, 2020 and 2021, respectively. The Group has no ongoing obligation to its employees subsequent to its
contributions to the PRC plan.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-48
19. STATUTORY RESERVES AND RESTRICTED NET ASSETS
In accordance with the PRC Regulations on Enterprises with Foreign Investment, an enterprise established in the PRC
with foreign investment is required to make appropriations to certain statutory reserves, namely a general reserve fund, an
enterprise expansion fund, a staff welfare fund and a bonus fund, all of which are appropriated from net profit as reported
in its PRC statutory accounts. A foreign invested enterprise is required to allocate at least 10% of its annual after-tax profits
to a general reserve fund until such fund has reached 50% of its respective registered capital. Appropriations to the
enterprise expansion fund and staff welfare and bonus funds are at the discretion of the board of directors for the foreign
invested enterprises. For other subsidiaries incorporated in the PRC, the general reserve fund was appropriated based on
10% of net profits as reported in each subsidiary’s PRC statutory accounts. General reserve and statutory surplus funds are
restricted to set-off against losses, expansion of production and operation and increasing registered capital of the respective
company. Staff welfare and bonus fund and statutory public welfare funds are restricted to capital expenditures for the
collective welfare of employees. The reserves are not allowed to be transferred to the Company in terms of cash dividends,
loans or advances, nor are they allowed for distribution except under liquidation. As of December 31, 2019, 2020 and
2021, the PRC statutory reserve funds amounted to RMB63,030,266, RMB 69,953,178 and RMB77,453,118
(USD12,154,084), respectively.
In addition, under PRC laws and regulations, the Group’s PRC subsidiaries are restricted in their ability to transfer
their net assets to the Company in the form of dividend payments, loans or advances. Amounts of net assets restricted
include paid up capital and statutory reserve funds of the Group’s PRC totaling RMB509,435,466, RMB777,732,187 and
RMB936,799,320 (USD147,004,256) as of December 31, 2019, 2020 and 2021, respectively.
Furthermore, cash transfers from the Group’s PRC subsidiaries to the Group’s subsidiaries outside of the PRC are
subject to the PRC government control of currency conversion. Shortages in the availability of foreign currency may
restrict the ability of the Group’s PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments
to the Company, or otherwise satisfy their foreign currency denominated obligations.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-49
20. RELATED PARTY TRANSACTIONS AND BALANCES
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and operational decisions. The related parties that
had transactions or balances with the Group in 2019, 2020 and 2021 consisted of:
Related Party
Nature of the party
Relationship with the Group
Alex S. Xu
Individual
Founder and CEO
Hui Xu
Individual
Brother of Alex S. Xu
Yan Zhang
Individual
Executive officer for catering
management entities controlled by GTI
Wen Qi
Individual
Vice president, human resources and
administration of the Group
GTI
Investment holding
Shareholder of the Group, controlled
by Alex S. Xu
Shanghai Aotao Industrial Co., Ltd, together with its
subsidiaries and VIE (“Aotao”) *
Catering management
Controlled by GTI
Getao Industrial (HK) Limited (“Getao”)
Catering management
Controlled by GTI
Shiquanmeiwei (Beijing) Catering and Management Co., Ltd.
(“Shiquanmeiwei”) *
Catering management
Controlled by GTI
Da Niang Dumpling Catering Group Co., Ltd, together with its
subsidiaries (“Da Niang Group”)
Catering management
Controlled by GTI
Beifu HongKong Indutrial Co,Limited (“Beifu HK”)
Catering management
Controlled by GTI
Shanghai JYHM Restaurant Management Co., Ltd. (“JYHM”)
Catering management
Controlled by GTI
Bellagio Restaurant Management Group (“Bellagio”)
Catering management
Controlled by GTI
Napa Infinity Winery (Shanghai) Inc. (“Napa”)
Wine distributor
Controlled by Hui Xu
Yibon
Hotel management
Equity investee of the Group
Shanxi Hanyuanbaili Hotel Management Co., Ltd. (“Hanyuan”)
**
Hotel management
Equity investee of the Group
*
Aotao became a related party as it was acquired by a company controlled by GTI in January 2019. Shiquanmeiwei is
also included in Aotao in 2019 and 2020.
**
Hanyuan was a subsidiary of the Group as in 2019 and 2020. In December 2021, the Group disposed 5% of the equity
interests of Hanyuan and Hanyuan became equity investee of the Group.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-50
20. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
(a)
Related party balances
Due from related parties:
As of December 31,
2020
2021
2021
RMB
RMB
USD
Current:
GTI
— 206,256,382 32,366,128
Aotao
122,719
65,206,135
10,232,265
Beifu HK
—
26,127,660
4,100,000
Yibon
9,101,161
8,330,198
1,307,190
Hanyuan
—
3,406,100
534,491
Napa
500,000
500,000
78,461
JYHM
46,991
481,227
75,515
Getao
—
112,158
17,600
9,770,871
310,419,860
48,711,650
Amounts due from GTI, Aotao and Beifu HK mainly comprised of loans maturing in one year. On May 16, 2022, GTI
has entered in an agreement with GHG to settle these amounts with 100% equity interests of Da Niang Dumplings business
and 83.9% equity interests of Bellagio Café business (Note 23).
Amounts due from Yibon mainly comprised of a loan repayable on demand with an interest rate of 6% per annum with
pledge of one Yibon's leased-and-operated hotel.
Due to related parties:
As of December 31,
2020
2021
2021
RMB
RMB
USD
Current:
Yibon
1,995,465
6,602,643
1,036,099
Napa
1,120,826
2,868,685
450,159
Da Niang Group
54,000
31,307
4,913
JYHM
27,962
27,992
4,392
3,198,253
9,530,627
1,495,563
Amount due to Yibon comprised of receipts on behalf of Yibon which were unsecured, interest free and repayable
upon demand.
Amount due to Napa comprised of the payable for purchase from Napa which were unsecured, interest free, and
repayable upon demand.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-51
20. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
(b)
Related party transactions
During the years ended December 31, 2019, 2020 and 2021, related party transactions consisted of the following:
Year ended December 31,
2019
2020
2021
2021
RMB
RMB
RMB
USD
Loan to Aotao
(167,279,750) (479,356,500) (186,051,400)
(29,195,524)
Repayment from Aotao
157,279,750
499,421,550
121,000,000
18,987,540
Advertising service from Aotao
—
(3,920,000)
(6,473,400)
(1,015,818)
Interest income from Aotao
1,316,854
2,316,856
—
—
Franchise management fee to Aotao
(24,941)
(41,867)
(49,648)
(7,791)
Loan to Da Niang Group
(274,800,000)
(40,000,000)
(39,800,000)
(6,245,488)
Repayment from Da Niang Group
274,800,000
40,000,000
39,800,000
6,245,488
Interest income from Da Niang Group
875,315
352,882
—
—
Service purchased from Da Niang Group
(339,121)
(724,045)
(221,389)
(34,741)
Sublease revenue from Da Niang Group
—
36,000
27,000
4,237
Sublease revenue from JYHM
385,355
284,179
261,392
41,018
Service purchased from JYHM
(18,418)
(40,000)
(667,751)
(104,785)
Advance from JYHM
312,141
—
—
—
Loan to GTI
(192,558,675)
—
(206,256,382) (32,366,127)
Repayment from GTI
184,134,046
8,424,629
—
—
Interest income from GTI
907,880
—
—
—
Purchase from Napa
(3,576,659)
(2,059,566)
(2,547,178)
(399,708)
Revenue from Napa
2,358,491
—
—
—
Loan to Yibon
—
(9,000,000)
(3,000,000)
(470,766)
Repayment from Yibon
—
—
3,750,000
588,457
Franchised revenue from Yibon
681,239
852,287
1,251,888
196,449
Interest income from Yibon
—
18,667,117
544,352
85,421
Loan to Beifu HK
—
—
(169,511,160) (26,600,000)
Repayment from Getao on behalf of Beifu HK
—
—
143,383,500
22,500,000
Loan to Hanyuan
—
—
(3,406,100)
(534,491)
Service purchased form Bellagio
—
—
(367,804)
(57,716)
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-52
21. COMMITMENTS AND CONTINGENCIES
Operating lease commitments
As lessee
The Group has entered into lease agreements for business office and certain hotels which it operates. Such leases are
classified as operating leases.
Future minimum lease payments under non-cancellable operating lease agreements as of December 31, 2021 were as
follows:
Year Ended December 31,
2021
2021
RMB
USD
2022
242,184,649
38,004,056
2023
245,430,752
38,513,441
2024
237,485,118
37,266,597
2025
227,387,087
35,681,996
2026
221,263,039
34,720,999
Thereafter
1,544,810,968
242,414,551
Total
2,718,561,613
426,601,640
As lessor
The Group subleases its leased assets under operating lease arrangements for terms ranging from one to twenty years.
The terms of the leases generally also require the tenants to pay security deposits and provide for periodic rent adjustments
according to the then prevailing market conditions.
As of December 31, 2021, the Group had total future minimum lease receivables under non-cancellable operating
leases with its tenants falling due as follows:
Year Ended December 31,
2021
2021
RMB
USD
2022
76,370,033
11,984,125
2023
69,781,327
10,950,213
2024
63,727,168
10,000,183
2025
60,375,233
9,474,192
2026
55,245,491
8,669,223
Thereafter
226,933,574
35,610,830
Total
552,432,826
86,688,766
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-53
21. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Litigation and contingencies
The Company and its operations from time to time are, and in the future may be, parties to or targets of lawsuits,
claims, investigations, and proceedings, including but not limited to non-compliance respect to licenses and permits,
franchise agreements and lease contracts, which are handled and defended in the ordinary course of business. The Group
may be unable to estimate the reasonably possible loss or a range of reasonably possible losses until developments in such
matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification
of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by the
court on motions or appeals, or the progress of settlement negotiations. The Company accrues a liability for such matters
when it is probable that a liability has been incurred and the amount can be reasonably estimated. When a single amount
cannot be reasonably estimated but the cost can be estimated within a range, the Company accrues the minimum amount.
The Company expenses legal costs, including those expected to be incurred in connection with a loss contingency, as
incurred.
22. EARNINGS PER SHARE
Basic and diluted earnings per share for each of the years presented is calculated as follows:
Year Ended December 31,
2019
2020
2021
2021
RMB
RMB
RMB
USD
Numerator:
Net income used in calculating earnings per share-
basic and diluted
442,718,263
261,344,391
117,438,250
18,428,624
Denominator:
Weighted average number of Class A ordinary shares
outstanding used in calculating basic and diluted
earnings per share
67,315,727
68,286,954
68,286,954
68,286,954
Weighted average number of Class B ordinary shares
outstanding used in calculating basic and diluted
earnings per share
34,762,909
34,762,909
34,762,909
34,762,909
Allocation of undistributed earnings — basic and
diluted:
To Class A Shares
291,950,431
173,182,301
77,821,553
12,211,900
To Class B Shares
150,767,832
88,162,090
39,616,697
6,216,724
Basic and diluted earnings per share:
To Class A Shares
4.34
2.54
1.14
0.18
To Class B Shares
4.34
2.54
1.14
0.18
In January 2020, the Company issued 870,908 Class A ordinary shares as a portion of purchase consideration for the
acquisition of Urban Hotel Group, are included in the computation of basic and diluted earnings per shares for the year
ended December 31, 2020 upon the completion of the acquisition of Urban Hotel Group.
The Group did not include share options in the computation of diluted earnings per share for the years ended
December 31, 2019, 2020 and 2021 because those share options were anti-dilutive for earnings per share.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-54
23. SUBSEQUENT EVENTS
On May 13, 2022, the Company announced that its board of directors has authorized a share repurchase program under
which the Company may repurchase up to US$20 million worth of its outstanding (i) American depositary shares
(“ADSs”), each representing one Class A ordinary share, and/or (ii) Class A ordinary shares over the next 12 months.
Subsequent to December 31, 2021, the Group made new loans of RMB162million (USD25.4million) to GTI and its
subsidiaries, and these companies repaid RMB42million (USD6.6million). As of May 16, 2022, amounts due from GTI
and its subsidiaries amounted to RMB403.5 million (USD63.1 million), and the amount due to GTI was RMB3.7 million
(USD0.6 million).
On May 16, 2022, the Company entered into a definitive agreement (the “Sale and Purchase Agreement”) to acquire
Da Niang Dumplings and Bellagio, two leading restaurant chain businesses in China (collectively, the “Target
Businesses”), from GTI, the Company’s controlling shareholder, and a letter agreement (the “Letter Agreement”) in
relation to the Sale and Purchase Agreement. Pursuant to the Sale and Purchase Agreement, the Company will acquire all
of the issued and outstanding shares in Gen-Spring Limited, which at closing will own (i) all of the issued and outstanding
equity interests in the Da Niang Dumplings business, and (ii) approximately 83.9% of the issued and outstanding equity
interests in the Bellagio business, for an aggregate purchase price equal to the USD equivalent of RMB399.8 million (the
“Proposed Acquisition”). Upon closing, GTI and its subsidiaries will fully settle all outstanding amounts due to the
Company and from the Company aforementioned above in lieu of receiving consideration for the purchase price to be paid
by the Company (“Consideration”).
The board of directors of the Company formed a special committee (the “Special Committee”) consisting solely of
independent directors to consider the Proposed Acquisition. With the assistance of its own independent financial and legal
advisors, the Special Committee assessed the Proposed Acquisition and conducted arm's-length negotiations with GTI in
relation to the Proposed Acquisition. The Special Committee has received from its independent financial advisor a written
opinion to the effect that the Consideration is fair, from a financial point of view, to the Company. Acting upon the
unanimous recommendation of the Special Committee, the board of directors approved the Proposed Acquisition.
The closing of the Proposed Acquisition is subject to the satisfaction or waiver of customary closing conditions.
Management and the directors of the Group have assessed that it is probable that the waiver of the above conditions will be
obtained, and currently expects that the closing will occur in the second half of 2022. As the Group and the Target
Businesses are under the common control of GTI before and after the Proposed Acquisition, management expects to
account for the acquisition as a common control transaction in a manner similar to the pooling-of-interests method.
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-55
24. PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Condensed balance sheets
As of December 31,
2020
2021
2021
RMB
RMB
USD
ASSETS
Current assets
Cash and cash equivalents
193,351,177
22,609,979
3,547,999
Investments in equity securities
65,420,098
59,114,452
9,276,347
Amounts due from subsidiaries
14,683,443
113,057,771
17,741,232
Amounts due from a related party
—
202,502,545
31,777,068
Other current assets
1,356,058
—
—
Total current assets
274,810,776
397,284,747
62,342,646
Non-current assets:
Investments in subsidiaries
1,852,091,157
1,977,459,895
310,306,609
Equity securities with readily determinable fair values
236,812,139
39,852,428
6,253,716
TOTAL ASSETS
2,363,714,072
2,414,597,070
378,902,971
LIABILITIES AND EQUITY
Current liabilities:
Dividends payable
—
40,999,458
6,433,710
Short-term bank loans
—
30,200,000
4,739,039
Long-term bank loans
—
121,800,000
19,113,078
Amounts due to subsidiaries
248,360,177
350,308,050
54,970,977
Total current liabilities
248,360,177
543,307,508
85,256,804
Non-current liabilities:
Other long-term liabilities
12,322,640
13,604,452
2,134,835
Total liabilities
260,682,817
556,911,960
87,391,639
Shareholders’ Equity:
Class A ordinary shares (USD0.50 par value per share; 400,000,000,
400,000,000 and 400,000,000 shares authorized as of
December 31, 2019, 2020 and 2021; 67,416,046, 68,286,954 and
68,286,954 shares issued and outstanding as of December 31, 2019,
2020 and 2021, respectively)
222,587,070
222,587,070
34,928,768
Class B ordinary shares (USD0.50 par value per share; 100,000,000 ,
100,000,000 and 100,000,000 shares authorized as of
December 31, 2019, 2020 and 2021; 34,762,909, 34,762,909 and
34,762,909 shares issued and outstanding as of December 31, 2019,
2020 and 2021, respectively)
115,534,210
115,534,210
18,129,839
Additional paid-in capital
1,149,280,404
1,151,384,306
180,677,323
Retained earnings
570,042,924
326,298,618
51,203,374
Accumulated other comprehensive income
45,586,647
41,880,907
6,572,028
Total Shareholders’ Equity
2,103,031,255
1,857,685,111
291,511,332
TOTAL LIABILITIES AND EQUITY
2,363,714,072
2,414,597,070
378,902,971
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-56
24. PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (CONTINUED)
Condensed statements of operations
Year Ended December 31,
2019
2020
2021
2021
RMB
RMB
RMB
USD
General and administrative expenses
(33,538,433)
(9,967,834) (18,917,120) (2,968,509)
interest income
5,970,063
8,173
173,316
27,197
Interest expense
(646,315)
—
—
—
Gains on investments in equity securities
6,473,358
(11,392,623)
11,519,174
1,807,610
Share of profit in subsidiaries, net (Note a)
464,459,590
282,696,675
124,662,880
19,562,326
Income before tax and net income
442,718,263
261,344,391
117,438,250
18,428,624
Other comprehensive income, net of tax - Foreign
currency translation adjustments
2,933,162
(19,714,207)
(6,497,403)
(1,019,584)
Unrealized gains on available-for-sale investments, net
of reclassification
—
—
2,791,663
438,073
Comprehensive income
445,651,425
241,630,184
113,732,510
17,847,113
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-57
24. PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (CONTINUED)
Condensed statements of cash flows
Year Ended December 31,
2019
2020
2021
2021
RMB
RMB
RMB
USD
Operating activities:
Net income
442,718,263
261,344,391
117,438,250
18,428,624
Adjustments to reconcile net income to net cash (used
in) provided by operating activities:
Share-based compensation
26,490,395
232,558
2,464,762
386,775
Losses and impairment (Gains) on equity securities
held
(6,473,358)
11,392,623
(11,519,174)
(1,807,610)
Share of profit in subsidiaries, net
(464,459,590)
(282,696,675)
(124,662,880)
(19,562,326)
Changes in operating assets and liabilities:
Other current assets
1,700,582
1,060,670
—
—
Bad debt
—
—
1,356,058
212,795
Amounts due from subsidiaries
(6,271,868)
(8,411,575)
(145,361)
(22,810)
Amounts due to subsidiaries
(2,166,524)
243,436,001
(2,552,126)
(400,484)
Other long-term liabilities
7,475,856
4,846,781
1,281,813
201,144
Net cash provided by (used in) operating activities
(986,244)
231,204,774
(16,338,658)
(2,563,892)
Investing activities:
Payment on behalf of subsidiaries
—
—
(98,589,828)
(15,470,895)
Payment for acquisitions
(52,903,471)
(6,041,736)
Investment to subsidiaries
(2,938,656)
(2,938,656)
—
—
Proceeds from disposal of equity securities and
dividends received from equity securities
—
—
210,930,633
33,099,619
Purchases of investments in equity securities
(247,415,003)
(65,114,997)
—
—
Loan to a related party
(192,558,675)
—
(368,750,648)
(57,865,024)
Repayment from a related party
26,672,779
8,424,629
143,383,500
22,500,000
Net cash used in investing activities
(469,143,026)
(65,670,760)
(113,026,343)
(17,736,300)
Financing activities:
Proceeds from bank loans
—
—
152,000,000
23,852,117
Payment for initial public offering costs
—
—
—
—
Distribution to the shareholders (note 1)
(226,951,236)
—
(195,683,098) (30,706,948)
Net cash used in financing activities
(226,951,236)
—
(43,683,098)
(6,854,831)
Effect of exchange rate changes on cash and cash
equivalents and restricted cash
(2,355,347)
5,679,523
2,306,901
362,003
Net increase (decrease) in cash and cash equivalents
and restricted cash
(699,435,853)
171,213,537
(170,741,198)
(26,793,020)
Cash and cash equivalents and restricted cash at
beginning of the year
721,573,493
22,137,640
193,351,177
30,341,019
Cash and cash equivalents and restricted cash at end
of the year
22,137,640
193,351,177
22,609,979
3,547,999
Table of Contents
GREENTREE HOSPITALITY GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-58
24. PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (CONTINUED)
(a) Basis of presentation
In the Company-only financial statements, the Company’s investment in subsidiaries is stated at cost plus equity in
undistributed earnings of subsidiaries since inception.
The Company records its investment in its subsidiary under the equity method of accounting as prescribed in ASC
323-10 Investment-Equity Method and Joint Ventures, such investment is presented on the balance sheet as “Investment in
subsidiaries” and share of the subsidiaries’ profit or loss as “Equity in profit of subsidiaries” on the statements of
operations.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with
U.S. GAAP have been condensed or omitted and as such, these Company-only financial statements should be read in
conjunction with the Group’s consolidated financial statements.
Exhibit 2.4
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of December 31, 2021, GreenTree Hospitality Group Ltd. (the “company”, “we”, “us” and “our”) had the following series of
securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trade
symbol
Name of each exchange on which
registered
Class A ordinary shares, par value US$0.50 per share*
GHG
New York Stock Exchange
American depositary shares,
each representing ten Class A ordinary shares
*
Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares.
Description of Ordinary Shares (Items 9.A.3, 9.A.5, 9.A.6, 9.A.7, 10.B.3, 10.B.4, 10.B.6, 10.B.7, 10.B.8, 10.B.9 and 10.B.10 of
Form 20-F)
General
We are an exempted company incorporated in the Cayman Islands with limited liability and our affairs are governed by our
amended and restated memorandum and articles of association, or our articles, and the Companies Act (As Revised) of the Cayman
Islands, which we refer to as the Cayman Companies Act, and the common law of the Cayman Islands.
Each Class A ordinary share of our company has par value of US$0.50. The number of Class A ordinary shares that were issued as
of December 31, 2021 is provided on the cover of our annual report on Form 20-F for the year ended December 31, 2021.
Our amended and restated memorandum and articles of association currently effective, which we refer to as our articles, were
adopted on March 11, 2018.
The following are summaries of certain material provisions of our articles and the Cayman Companies Act insofar as they relate to
the material terms of our shares.
All of our issued and outstanding shares are fully paid and non-assessable. Our shares are issued in registered form, and are issued
when registered in our register of shareholders. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote
their shares. We may not issue shares to bearer.
Dividends
The holders of our shares are entitled to such dividends as may be declared by our board of directors. In addition, our shareholders
may by ordinary resolution declare a dividend, no dividend may exceed the amount recommended by our directors. Under the laws of the
Cayman Islands, our company may pay a dividend out of either profit or share premium account, provided that in no circumstances may
a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.
Voting Rights
Our share capital is currently divided into two classes of shares. Our issued and outstanding share capital consists of Class A
ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are, on a poll,
entitled to one (1) vote per share and holders of Class B ordinary shares are, on a poll, entitled to three (3) votes per share, in respect of
all matters subject to vote at general meetings of the Company. Voting at any general meeting of shareholders is by poll.
Transfer of Shares
Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her shares by an instrument of
transfer in any usual or common form or any other form approved by our board of directors, executed by or on behalf of the transferor
and if in respect of a nil or partly paid up share, or if so required by the directors, shall also be executed on behalf of the transferee and
shall be accompanied by the certificate (if any) of the shares to which it relates and such other evidence as the directors may reasonably
require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a shareholder until the name of
the transferee is entered in the register of member in respect of the relevant shares.
Our board of directors may, in its absolute discretion, decline to register any transfer of any share that has not been fully paid up or
is on which our company has a lien. Our board of directors may also decline to register any transfer of any share unless:
·
the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other
evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
·
the instrument of transfer is in respect of only one class of shares;
·
the instrument of transfer is properly stamped, if required;
·
in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed
four; and
·
any fee of such maximum sum as the New York Stock Exchange may determine to be payable, or such lesser sum as the board
of directors may from time to time require, is paid to us in respect thereof.
If our directors refuse to register a transfer, they shall within two calendar months after the date on which the instrument of transfer
was lodged, send to each of the transferor and the transferee notice of such refusal.
Winding Up
On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to
repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in
proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares
in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for
distribution are insufficient to repay the whole of the share capital, such assets will be distributed so that, as nearly as may be, the losses
shall be borne by our shareholders in proportion to the par value of the shares held by them.
The liquidator may, with the sanction of a special resolution of our shareholders and any other sanction required by the Cayman
Companies Act, divide amongst the shareholders in species or in kind the whole or any part of the assets of our Company (whether they
shall consist of property of the same kind or not), and may for such purpose value any assets and determine how the division shall be
carried out as between our shareholders or different classes of shareholders.
We are an exempted company with limited liability incorporated under the Cayman Companies Act, and under the Cayman
Companies Act, the liability of our shareholders is limited to the amount, if any, unpaid on the shares respectively held by them. Our
memorandum of association contains a declaration that the liability of our shareholders is so limited.
Redemption, Repurchase and Surrender of Shares
We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on
such terms and in such manner as may be determined, before the issue of such shares, by our board of directors or by special resolution
of our shareholders. Our Company may also repurchase any of our shares provided that the manner and terms of such purchase have
been approved by our board of directors or by ordinary resolution of our shareholders, or as otherwise authorized by our articles. Under
the Cayman Companies Act, the redemption or repurchase of any share may be paid out of our Company’s profits or out of the proceeds
of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and
capital redemption reserve) if our company can, immediately following such payment, pay its debts as they fall due in the ordinary
course of business. In addition, under the Cayman Companies Act no such share may be redeemed or repurchased (i) unless it is fully
paid up, (ii) if such redemption or repurchase would result in there being no shares outstanding or (iii) if the company has commenced
liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
Calls on Shares and Forfeiture of Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice
served to such shareholders at least fourteen calendar days prior to the specified time of payment. The shares that have been called upon
and remain unpaid are subject to forfeiture.
General Meetings of Shareholders
As a Cayman Islands exempted company, we are not obliged by the Cayman Companies Act to call shareholders’ annual general
meetings. Our articles provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in
which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and
place as may be determined by our directors.
Shareholders’ general meetings may be convened by a majority of our board of directors or by our chairman. Advance notice of at
least ten calendar days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting
of our shareholders. A quorum required for any general meeting of shareholders consists of at least one shareholder present in person or
by proxy (or, if a corporation or other non-natural person, by its duly authorised representative), together holding Shares which carry in
aggregate not less than one-third of all votes attaching to all of our shares in issue and entitled to vote at such general meeting.
The Cayman Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide
shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles
of association. Our articles provide that upon the requisition of two or more shareholders together holding shares which carry in
aggregate not less than one-third of all the votes attaching to all issued shares of our company entitled to vote at general meetings, our
board shall convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our
articles do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general
meetings not called by such shareholders.
Proceedings of Board of Directors
Our articles provide that, subject to the Cayman Companies Act, our articles and to any resolutions passed in a general meeting,
our business is to be managed and conducted by our board of directors. The quorum necessary for board meetings may be fixed by the
board and, unless so fixed, will be a majority of the directors then in office.
Our articles provide that the directors may from time to time at their discretion exercise all powers of our company to borrow
money, to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and issue debentures, debenture stock or
other securities of our company, whether money is borrowed or as security for any debt, liability or obligation of our company or of any
third party.
Changes in Capital
Our shareholders may from time to time by ordinary resolution:
·
increase our share capital by new shares of such amount;
·
consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
·
sub-divide our existing shares, or any of them, into shares of an amount smaller than that fixed by our memorandum of
association, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each
reduced share shall be the same as it was in case of the share from which the reduced share is derived; and
·
cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person
and diminish the amount of our share capital by the amount of the shares so canceled.
Our shareholders may by special resolution, subject to confirmation by the Grand Court of the Cayman Islands on an application
by our company for an order confirming such reduction, reduce our share capital or any capital redemption reserve in any manner
permitted by law.
Inspection of Books and Records
Holders of our shares have no general right under the Cayman Companies Act to inspect or obtain copies of our list of shareholders or
our corporate records (save for our articles, special resolutions of our shareholders and our register of mortgages and charges). However,
we provide our shareholders with annual audited financial statements.
Exempted Company
We are an exempted company with limited liability duly incorporated and validly existing under the Cayman Companies Act. The
Cayman Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in
the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company.
The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and
privileges listed below:
·
an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies of the
Cayman Islands;
·
an exempted company’s register of members is not open to inspection;
·
an exempted company does not have to hold an annual general meeting;
·
an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually
given for 20 years in the first instance);
·
an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
·
an exempted company may register as a limited duration company; and
·
an exempted company may register as a segregated portfolio company.
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that
shareholder’s shares in the company (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). We are subject to reporting and other informational requirements of the Exchange Act, as
applicable to foreign private issuers. We follow home country practice for certain corporate governance practices which may differ from
the Corporate Governance Rules of the New York Stock Exchange. The listing requirements of the New York Stock Exchange require
that every listed company hold an annual general meeting of shareholders. In addition, our articles allow our directors to call
extraordinary general meetings of our shareholders pursuant to the procedures set forth in our articles.
Differences in Corporate Law
The Cayman Companies Act is derived, to a large extent, from the older Companies Acts of England, but does not follow recent
statutory enactments in England and accordingly there are significant differences between the Cayman Companies Act and the current
Companies Act of England. In addition, the Cayman Companies Act differs from laws applicable to U.S. corporations and their
shareholders. Set forth below is a summary of certain significant differences between the provisions of the Cayman Companies Act
applicable to us and the laws applicable to companies incorporated in the State of Delaware.
Mergers and Similar Arrangements
The Cayman Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman
Islands companies and non-Cayman Islands companies. For these purposes, (i) “merger” means the merging of two or more constituent
companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (ii) a
“consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the
undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation,
the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (i) a
special resolution of the shareholders of each constituent company, and (ii) such other authorization, if any, as may be specified in such
constituent company’s articles of association. The plan must be filed with the Registrar of Companies of the Cayman Islands together
with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent
company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each
constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval
is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a
resolution of shareholders. For this purpose a subsidiary is a company of which at least 90% of the issued shares entitled to vote are
owned by the parent company.
The consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is
waived by a court in the Cayman Islands.
Except in certain limited circumstances, a shareholder of a Cayman Islands constituent company who dissents from the merger or
consolidation is entitled to payment of the fair value of his or her shares (which, if not agreed between the parties, will be determined by
the Cayman Islands court) upon dissenting from a merger or consolidation, provide the dissenting shareholder complies strictly with the
procedures set out in the Cayman Companies Act. The exercise of such dissenter rights will preclude the exercise by the dissenting
shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek
relief on the grounds that the merger or consolidation is void or unlawful.
Separately from the statutory provisions relating to mergers and consolidations, the Cayman Companies Act also contains statutory
provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the
arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made,
and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are
present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and
subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting
shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to
approve the arrangement if it determines that:
·
the statutory provisions as to the required majority vote have been met;
·
the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without
coercion of the minority to promote interests adverse to those of the class;
·
the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his
interest; and
·
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.
The Cayman Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of
dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected
within four months of the offer being made, the offeror may, within a two-month period commencing on the expiration of such four
month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to
the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is
evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction is thus approved, or if a tender offer is made and accepted, a dissenting shareholder would
have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware
corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
Shareholders’ Suits
In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company and as a general rule, a derivative
action may not be brought by a minority shareholder. However, based on English law authorities, which would in all likelihood be of
persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to follow and apply the common law principles
(namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a
class action against or derivative actions in the name of the company to challenge:
·
an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders;
·
an act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple
majority) which has not been obtained; and
·
an act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company.
Indemnification of Directors and Executive Officers and Limitation of Liability
The Cayman Companies Act does not limit the extent to which a company’s articles of association may provide for
indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be
contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our articles
provide that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or
liabilities incurred or sustained by such directors or officer, other than by reason of such person’s dishonesty, willful default or fraud, in
or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or
discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the
foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise)
any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of
conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we
have entered into indemnification agreements with our directors and executive officers that provide such persons with additional
indemnification beyond that provided in our articles.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons
controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Anti-Takeover Provisions in Our Articles
Some provisions of our articles may discourage, delay or prevent a change in control of our company or management that
shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or more
series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action
by our shareholders.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our articles, as
amended and restated from time to time, for a proper purpose and in what they believe in good faith to be in the best interests of our
company.
Directors’ Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders.
This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with
the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of,
and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty
requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use
his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best
interests of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling
shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an
informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this
presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a
transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the
corporation.
As a matter of Cayman law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company
and therefore he owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty not to
make a profit based on his or her position as director (unless the company permits him to do so), a duty not to put himself in a position
where the interests of the company conflict with his or her personal interest or his or her duty to a third party, and a duty to exercise
powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to
act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater
degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and
Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are
likely to be followed in the Cayman Islands.
Shareholder Proposals
Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of
shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does
not provide shareholders an express right to put any proposal before the
annual meeting of shareholders, but in keeping with common law, Delaware corporations generally afford shareholders an opportunity to
make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A
special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but
shareholders may be precluded from calling special meetings.
The Cayman Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide
shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles
of association. Our articles allow two or more of our shareholders holding in aggregate not less than one-third of all the votes attaching to
the issued shares of our company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders,
in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at
such meeting. Our articles provide no other right to put any proposals before annual general meetings or extraordinary general meetings.
As a Cayman Islands exempted company, we are not obligated by law to call shareholders’ annual general meetings. However, our
corporate governance guidelines require us to call such meetings every year.
Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s
certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority
shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a
single director, which increases the shareholder’s voting power with respect to electing such director. While there is nothing under the
laws of the Cayman Islands which specifically prohibits or restricts the creation of cumulative voting rights for the election of directors
of our company, it is not a concept that is accepted as a common practice in the Cayman Islands, and our company has made no
provisions in our articles to allow cumulative voting for election of our directors. As a result, our shareholders are not afforded any less
protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause
with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
Under our articles, subject to certain restrictions as contained therein, directors may be removed by ordinary resolution of our
shareholders. A director shall hold office until the expiration of his or her term or his or her successor shall have been elected and
qualified, or until his or her office is otherwise vacated. A director’s office shall be vacated if the director (i) becomes bankrupt or makes
any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by
notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive
meetings of the board and the board resolves that his office be vacated, (v) is prohibited by any applicable law from being a director or;
(vi) is removed from office pursuant to any other provisions of our articles.
Transactions with Interested Shareholders
The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations
whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of
incorporation or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an
“interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder
generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock or who or which is an
affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting stock within the past three years.
This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would
not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an
interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person
becoming an interested shareholder. This
encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board
of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the
Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and
its significant shareholders, the fiduciary duties owed by our directors do require that such transactions must be entered into bona fide in
the best interests of our company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority
shareholders.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be
approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of
directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation
to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of
directors.
Under the Cayman Companies Act, our company may be wound up by either a special resolution of our members or, if our
company is unable to pay its debts as they fall due, by an ordinary resolution of our members. In addition, a company may be wound up
by an order of the courts of the Cayman Islands. The court has authority to order winding up in a number of specified circumstances
including where it is, in the opinion of the court, just and equitable to do so.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a
majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our articles, if our share
capital is divided into different classes of shares, we may only materially adversely vary or abrogate the rights attached to any class only
with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special
resolution passed at a separate meeting of the holders of the shares of that class.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and
declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be
amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of
incorporation, also be amended by the board of directors. Under the Cayman Companies Act and our articles, our articles may only be
amended by special resolution of our shareholders.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by our articles on the rights of non-resident or foreign shareholders to hold or exercise voting
rights on our shares. In addition, there are no provisions in our articles which require our company to disclose shareholder ownership
above any particular ownership threshold.
Directors’ Power to Issue Shares
Under our articles, our board of directors is empowered to issue or allot shares (including, without limitation, preferred shares)
(whether in certificated form or non-certificated form) to such persons, in such manner, on such terms and having such rights and being
subject to such restrictions as they may from time to time determine, and to grant options with respect to shares and issue warrants or
similar instruments with respect thereto. In particular, pursuant to our articles, our board of directors has the authority, without further
approval of the shareholders, to grant rights over shares or other securities to be issued in one or more classes or series as they deem
necessary or
appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities,
including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be
greater than the powers, preferences, privileges and rights associated with the then issued and outstanding shares, at such times and on
such other terms as they think proper. Subject to the directors’ fiduciary duty of acting in the best interests of our company, preferred
shares can be issued quickly with terms calculated to delay or prevent a change in control of us or make removal of management more
difficult. Additionally, the issuance of preferred shares may have the effect of decreasing the market price of the shares, and may
adversely affect the voting and other rights of the holders of shares.
Description of Debt Securities, Warrants and Rights and Other Securities (Items 12.A, 12.B and 12.C of Form 20-F)
None.
Description of American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
Deutsche Bank Trust Company Americas, as depositary, registers and delivers the ADSs. Each ADS represents ownership of one
(1) Class A ordinary share, deposited with Deutsche Bank AG, Hong Kong Branch, as custodian for the depositary. Each ADS also
represents ownership of any other securities, cash or other property which may be held by the depositary. The depositary’s corporate trust
office at which the ADSs are administered is located at 60 Wall Street, New York, NY 10005, USA. The principal executive office of the
depositary is located at 60 Wall Street, New York, NY 10005, USA.
The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which
the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by
the depositary to the ADS holders entitled thereto.
We do not treat ADS holders as our shareholders and accordingly, you, as an ADS holder, do not have shareholder rights. Cayman
Islands law governs shareholder rights. The depositary is the holder of the ordinary shares underlying your ADSs. As a holder of ADSs,
you have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and the beneficial owners of
ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. The laws of the State of New York govern the
deposit agreement and the ADSs.
The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read
the entire deposit agreement and the form of American Depositary Receipt.
Holding the ADSs
How will you hold your ADSs?
You may hold ADSs either (1) directly (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a
specific number of ADSs, registered in your name, or (b) by holding ADSs in DRS, or (2) indirectly through your broker or other
financial institution. If you hold ADSs directly, you are an ADS holder. This description assumes you hold your ADSs directly. ADSs
will be issued through DRS, unless you specifically request certificated ADRs. If you hold the ADSs indirectly, you must rely on the
procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult
with your broker or financial institution to find out what those procedures are.
Dividends and Other Distributions
How will you receive dividends and other distributions on the shares?
The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or
other deposited securities, after deducting its fees and expenses. You will receive these
distributions in proportion to the number of ordinary shares your ADSs represent as of the record date (which will be as close as
practicable to the record date for our ordinary shares) set by the depositary with respect to the ADSs.
·
Cash. The depositary will convert or cause to be converted any cash dividend or other cash distribution we pay on the
ordinary shares or any net proceeds from the sale of any ordinary shares, rights, securities or other entitlements under the
terms of the deposit agreement into U.S. dollars if it can do so on a practicable basis, and can transfer the U.S. dollars to the
United States and will distribute promptly the amount thus received. If the depositary shall determine in its judgment that such
conversions or transfers are not practical or lawful or if any government approval or license is needed and cannot be obtained
at a reasonable cost within a reasonable period or otherwise sought, the deposit agreement allows the depositary to distribute
the foreign currency only to those ADS holders to whom it is possible to do so. It will hold or cause the custodian to hold the
foreign currency it cannot convert for the account of the ADS holders who have not been paid and such funds will be held for
the respective accounts of the ADS holders. It will not invest the foreign currency and it will not be liable for any interest for
the respective accounts of the ADS holders.
·
Before making a distribution, any taxes or other governmental charges, together with fees and expenses of the depositary, that
must be paid, will be deducted. It will distribute only whole U.S. dollars and cents and will round down fractional cents to the
nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you
may lose some or all of the value of the distribution.
·
Shares. For any ordinary shares we distribute as a dividend or free distribution, either (1) the depositary will distribute
additional ADSs representing such ordinary shares or (2) existing ADSs as of the applicable record date will represent rights
and interests in the additional ordinary shares distributed, to the extent reasonably practicable and permissible under law, in
either case, net of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental
charges. The depositary will only distribute whole ADSs. It will try to sell ordinary shares which would require it to deliver a
fractional ADS and distribute the net proceeds in the same way as it does with cash. The depositary may sell a portion of the
distributed ordinary shares sufficient to pay its fees and expenses, and any taxes and governmental charges, in connection with
that distribution.
·
Elective Distributions in Cash or Shares. If we offer holders of our ordinary shares the option to receive dividends in either
cash or shares, the depositary, after consultation with us and having received timely notice as described in the deposit
agreement of such elective distribution by us, has discretion to determine to what extent such elective distribution will be
made available to you as a holder of the ADSs. We must timely first instruct the depositary to make such elective distribution
available to you and furnish it with satisfactory evidence that it is legal to do so. The depositary could decide it is not legal or
reasonably practicable to make such elective distribution available to you. In such case, the depositary shall, on the basis of the
same determination as is made in respect of the ordinary shares for which no election is made, distribute either cash in the
same way as it does in a cash distribution, or additional ADSs representing ordinary shares in the same way as it does in a
share distribution. The depositary is not obligated to make available to you a method to receive the elective dividend in shares
rather than in ADSs. There can be no assurance that you will be given the opportunity to receive elective distributions on the
same terms and conditions as the holders of ordinary shares.
·
Rights to Purchase Additional Shares. If we offer holders of our ordinary shares any rights to subscribe for additional shares,
the depositary shall having received timely notice as described in the deposit agreement of such distribution by us, consult
with us, and we must determine whether it is lawful and reasonably practicable to make these rights available to you. We must
first instruct the depositary to make such rights available to you and furnish the depositary with satisfactory evidence that it is
legal to do so. If the depositary decides it is not legal or reasonably practicable to make the rights available but that it is lawful
and reasonably practicable to sell the rights, the depositary will endeavor to sell the rights and in a riskless principal capacity
or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper distribute the net
proceeds in the same way as it does with cash. The
depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.
·
U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of
rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may
deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed
to put the necessary restrictions in place.
·
There can be no assurance that you will be given the opportunity to exercise rights on the same terms and conditions as the
holders of ordinary shares or be able to exercise such rights.
·
Other Distributions. Subject to receipt of timely notice, as described in the deposit agreement, from us with the request to
make any such distribution available to you, and provided the depositary has determined such distribution is lawful and
reasonably practicable and feasible and in accordance with the terms of the deposit agreement, the depositary will distribute to
you anything else we distribute on deposited securities by any means it may deem practicable, upon your payment of
applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. If any of the
conditions above are not met, the depositary will endeavor to sell, or cause to be sold, what we distributed and distribute the
net proceeds in the same way as it does with cash; or, if it is unable to sell such property, the depositary may dispose of such
property in any way it deems reasonably practicable under the circumstances for nominal or no consideration, such that you
may have no rights to or arising from such property.
The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.
We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any
other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the
distributions we make on our shares or any value for them if we and/or the depositary determines that it is illegal or not practicable for us
or the depositary to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver ADSs if you or your broker deposit ordinary shares or evidence of rights to receive ordinary shares
with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or
fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the
order of the person or persons entitled thereto.
How do ADS holders cancel an American Depositary Share?
You may turn in your ADSs at the depositary’s corporate trust office or by providing appropriate instructions to your broker. Upon
payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will
deliver the ordinary shares and any other deposited securities underlying the ADSs to you or a person you designate at the office of the
custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office, to the
extent permitted by law.
How do ADS holders interchange between Certificated ADSs and Uncertificated ADSs?
You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary
will cancel that ADR and will send you a statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon
receipt by the depositary of a proper instruction from a holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for
certificated ADSs, the depositary will execute and deliver to you an ADR evidencing those ADSs.
Voting Rights
How do you vote?
You may instruct the depositary to vote the ordinary shares or other deposited securities underlying your ADSs at any meeting at
which you are entitled to vote pursuant to any applicable law, the provisions of our memorandum and articles of association, and the
provisions of or governing the deposited securities. Otherwise, you could exercise your right to vote directly if you withdraw the ordinary
shares. However, you may not know about the meeting sufficiently enough in advance to withdraw the ordinary shares.
If we ask for your instructions and upon timely notice from us by regular, ordinary mail delivery, or by electronic transmission, as
described in the deposit agreement, the depositary will notify you of the upcoming meeting at which you are entitled to vote pursuant to
any applicable law, the provisions of our memorandum and articles of association, and the provisions of or governing the deposited
securities, and arrange to deliver our voting materials to you. The materials will include or reproduce (a) such notice of meeting or
solicitation of consents or proxies; (b) a statement that the ADS holders at the close of business on the ADS record date will be entitled,
subject to any applicable law, the provisions of our memorandum and articles of association, and the provisions of or governing the
deposited securities, to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the ordinary shares or other
deposited securities represented by such holder’s ADSs; and (c) a brief statement as to the manner in which such instructions may be
given. Voting instructions may be given only in respect of a number of ADSs representing an integral number of ordinary shares or other
deposited securities. For instructions to be valid, the depositary must receive them in writing on or before the date specified. The
depositary will try, as far as practical, subject to applicable law and the provisions of our memorandum and articles of association, to vote
or to have its agents vote the ordinary shares or other deposited securities (in person or by proxy) as you instruct.
We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the
ordinary shares underlying your ADSs. In addition, there can be no assurance that ADS holders and beneficial owners generally, or any
holder or beneficial owner in particular, will be given the opportunity to vote or cause the custodian to vote on the same terms and
conditions as the holders of our ordinary shares.
The depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting
instructions. This means that you may not be able to exercise your right to vote and you may have no recourse if the ordinary
shares underlying your ADSs are not voted as you requested.
In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited
securities, if we request the depositary to act, we will give the depositary notice of any such meeting and details concerning the matters to
be voted at least 30 business days in advance of the meeting date.
Compliance with Regulations
Information Requests
Each ADS holder and beneficial owner shall (a) provide such information as we or the depositary may request pursuant to law,
including, without limitation, relevant Cayman Islands law, any applicable law of the United States of America, our memorandum and
articles of association, any resolutions of our Board of Directors adopted pursuant to such memorandum and articles of association, the
requirements of any markets or exchanges upon which the ordinary shares, ADSs or ADRs are listed or traded, or to any requirements of
any electronic book-entry system by which the ADSs or ADRs may be transferred, regarding the capacity in which they own or owned
ADRs, the identity of any other persons then or previously interested in such ADRs and the nature of such interest, and any other
applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, our memorandum and
articles of association, and the requirements of any markets or exchanges upon which the ADSs, ADRs or ordinary shares are listed or
traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, ADRs or ordinary shares may be
transferred, to the same extent as if such ADS
holder or beneficial owner held ordinary shares directly, in each case irrespective of whether or not they are ADS holders or beneficial
owners at the time such request is made.
Disclosure of Interests
Each ADS holder and beneficial owner shall comply with our requests pursuant to Cayman Islands law, the rules and requirements
of the New York Stock Exchange and any other stock exchange on which the ordinary shares are, or will be, registered, traded or listed or
our memorandum and articles of association, which requests are made to provide information, inter alia, as to the capacity in which such
ADS holder or beneficial owner owns ADS and regarding the identity of any other person interested in such ADS and the nature of such
interest and various other matters, whether or not they are ADS holders or beneficial owners at the time of such requests.
Fees and Expenses
As an ADS holder, you will be required to pay the following service fees to the depositary bank and certain taxes and
governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited
securities represented by any of your ADSs):
Service
Fees
·
To any person to which ADSs are issued or to any person to
which a distribution is made in respect of ADS distributions
pursuant to stock dividends or other free distributions of
stock, bonus distributions, stock splits or other distributions
(except where converted to cash)
Up to US$0.05 per ADS issued
●
Cancellation of ADSs, including the case of termination of the
deposit agreement
Up to US$0.05 per ADS cancelled
●
Distribution of cash dividends
Up to US$0.05 per ADS held
●
Distribution of cash entitlements (other than cash dividends)
and/or cash proceeds from the sale of rights, securities and
other entitlements
Up to US$0.05 per ADS held
●
Distribution of ADSs pursuant to exercise of rights.
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 bank
As an ADS holder, you will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes
and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited
securities represented by any of your ADSs) such as:
·
Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in
the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares).
·
Expenses incurred for converting foreign currency into U.S. dollars.
·
Expenses for cable, telex and fax transmissions and for delivery of securities.
·
Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or
withholding taxes (i.e., when ordinary shares are deposited or withdrawn from deposit).
·
Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.
·
Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements
applicable to ordinary shares, deposited securities, ADSs and ADRs.
·
Any applicable fees and penalties thereon.
The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers
(on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients)
delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees
payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the
depositary bank to the holders of record of ADSs as of the applicable ADS record date.
The depositary fees payable for cash distributions are generally deducted from the cash being distributed or by selling a portion of
distributable property to pay the fees. In the case of distributions other than cash (i.e., share dividends, rights), the depositary bank
charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of
the investor (whether certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date
ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees
through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and
custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn
charge their clients’ accounts the amount of the fees paid to the depositary banks.
In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the
requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS
holder.
The depositary may make payments to us or reimburse us for certain costs and expenses, by making available a portion of the ADS
fees collected in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary bank agree from
time to time.
Payment of Taxes
You will be responsible for any taxes or other governmental charges payable, or which become payable, on your ADSs or on the
deposited securities represented by any of your ADSs. The depositary may refuse to register or transfer your ADSs or allow you to
withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to
you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the
depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any net
proceeds, or send to you any property, remaining after it has paid the taxes. You agree to indemnify us, the depositary, the custodian and
each of our and their respective agents, directors, employees and affiliates for, and hold each of them harmless from, any claims with
respect to taxes (including applicable interest and penalties thereon) arising from any refund of taxes, reduced rate of withholding at
source or other tax benefit obtained for you. Your obligations under this paragraph shall survive any transfer of ADRs, any surrender of
ADRs and withdrawal of deposited securities or the termination of the deposit agreement.
Reclassifications, Recapitalizations and Mergers
If we:
Then:
Change the nominal or par value of our ordinary shares
The cash, shares or other securities received by the depositary will
become deposited securities.
Reclassify, split up or consolidate any of the deposited securities
Each ADS will automatically represent its equal share of the new
deposited securities.
Distribute securities on the ordinary shares that are not distributed
to you, or Recapitalize, reorganize, merge, liquidate, sell all or
substantially all of our assets, or take any similar action
The depositary may distribute some or all of the cash, shares or
other securities it received. It may also deliver new ADSs or ask
you to surrender your outstanding ADRs in exchange for new
ADRs identifying the new deposited securities.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the form of ADR without your consent for any reason. If an
amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for
registration fees, facsimile costs, delivery charges or similar items, including expenses incurred in connection with foreign exchange
control regulations and other charges specifically payable by ADS holders under the deposit agreement, or materially prejudices a
substantial existing right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies
ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to
agree to the amendment and to be bound by the ADRs and the deposit agreement as amended. If any new laws are adopted which would
require the deposit agreement to be amended in order to comply therewith, we and the depositary may amend the deposit agreement in
accordance with such laws and such amendment may become effective before notice thereof is given to ADS holders.
How may the deposit agreement be terminated?
The depositary will terminate the deposit agreement if we ask it to do so, in which case the depositary will give notice to you at
least 90 days prior to termination. The depositary may also terminate the deposit agreement if the depositary has told us that it would like
to resign, or if we have removed the depositary, and in either case we have not appointed a new depositary within 90 days. In either such
case, the depositary must notify you at least 30 days before termination.
After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect
distributions on the deposited securities, sell rights and other property and deliver ordinary shares and other deposited securities upon
cancellation of ADSs after payment of any fees, charges, taxes or other governmental charges. Six months or more after the date of
termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the
money it received on the sale, as well as any other cash it is holding under the deposit agreement, for the pro rata benefit of the ADS
holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. After such sale, the
depositary’s only obligations will be to account for the money and other cash. After termination, we shall be discharged from all
obligations under the deposit agreement except for our obligations to the depositary thereunder.
Books of Depositary
The depositary maintains ADS holder records at its depositary office. You may inspect such records at such office during regular
business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the
Company, the ADRs and the deposit agreement.
The depositary maintains facilities in the Borough of Manhattan, The City of New York to record and process the issuance,
cancellation, combination, split-up and transfer of ADRs.
These facilities may be closed at any time or from time to time when such action is deemed necessary or advisable by the
depositary in connection with the performance of its duties under the deposit agreement or at our reasonable written request.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations of the Depositary and the Custodian; Limits on Liability to Holders of ADSs
The deposit agreement expressly limits our obligations and the obligations of the depositary and the custodian. It also limits our
liability and the liability of the depositary. The depositary and the custodian:
·
are only obligated to take the actions specifically set forth in the deposit agreement without gross negligence or willful
misconduct;
·
are not liable if any of us or our respective controlling persons or agents are prevented or forbidden from, or subjected to any
civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of
the deposit agreement and any ADR, by reason of any provision of any present or future law or regulation of the United States
or any state thereof, Cayman Islands or any other country, or of any other governmental authority or regulatory authority or
stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or
future, of our memorandum and articles of association or any provision of or governing any deposited securities, or by reason
of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization,
expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer
failure);
·
are not liable by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our
memorandum and articles of association or provisions of or governing deposited securities;
·
are not liable for any action or inaction of the depositary, the custodian or us or their or our respective controlling persons or
agents in reliance upon the advice of or information from legal counsel, any person presenting ordinary shares for deposit or
any other person believed by it in good faith to be competent to give such advice or information;
·
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made
available to holders of ADSs under the terms of the deposit agreement;
·
are not liable for any special, consequential, indirect or punitive damages for any breach of the terms of the deposit agreement,
or otherwise;
·
may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party;
·
disclaim any liability for any action or inaction or inaction of any of us or our respective controlling persons or agents in
reliance upon the advice of or information from legal counsel, accountants, any person presenting ordinary shares for deposit,
holders and beneficial owners (or authorized representatives) of ADSs, or any person believed in good faith to be competent to
give such advice or information; and
·
disclaim any liability for inability of any holder to benefit from any distribution, offering, right or other benefit made available
to holders of deposited securities but not made available to holders of ADS.
The depositary and any of its agents also disclaim any liability (i) for any failure to carry out any instructions to vote, the manner in
which any vote is cast or the effect of any vote or failure to determine that any distribution or action may be lawful or reasonably
practicable or for allowing any rights to lapse in accordance with the provisions of the deposit agreement, (ii) the failure or timeliness of
any notice from us, the content of any information submitted to it by us for distribution to you or for any inaccuracy of any translation
thereof, (iii) any investment risk associated with the acquisition of an interest in the deposited securities, the validity or worth of the
deposited
securities, the credit-worthiness of any third party, (iv) for any tax consequences that may result from ownership of ADSs, ordinary
shares or deposited securities, or (v) for any acts or omissions made by a successor depositary whether in connection with a previous act
or omission of the depositary or in connection with any matter arising wholly after the removal or resignation of the depositary, provided
that in connection with the issue out of which such potential liability arises the depositary performed its obligations without gross
negligence or willful misconduct while it acted as depositary.
In addition, the deposit agreement provides that each party to the deposit agreement (including each holder, beneficial owner and
holder of interests in the ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by
jury in any lawsuit or proceeding against the depositary or our company related to our shares, the ADSs or the deposit agreement.
In the deposit agreement, we agree to indemnify the depositary under certain circumstances.
Requirements for Depositary Actions
Before the depositary will issue, deliver or register a transfer of an ADS, split-up, subdivide or combine ADSs, make a distribution
on an ADS, or permit withdrawal of ordinary shares, the depositary may require:
·
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties
for the transfer of any ordinary shares or other deposited securities and payment of the applicable fees, expenses and charges
of the depositary;
·
satisfactory proof of the identity and genuineness of any signature or any other matters contemplated in the deposit agreement;
and
·
compliance with (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the
withdrawal or delivery of deposited securities and (B) such reasonable regulations and procedures as the depositary may
establish, from time to time, consistent with the deposit agreement and applicable laws, including presentation of transfer
documents.
The depositary may refuse to issue and deliver ADSs or register transfers of ADSs generally when the register of the depositary or
our transfer books are closed or at any time if the depositary or we determine that it is necessary or advisable to do so.
Your Right to Receive the Shares Underlying Your ADSs
You have the right to cancel your ADSs and withdraw the underlying ordinary shares at any time except:
·
when temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2)
the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (3) we are paying a dividend on our
ordinary shares;
·
when you owe money to pay fees, taxes and similar charges;
·
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs
or to the withdrawal of ordinary shares or other deposited securities, or
·
other circumstances specifically contemplated by Section I.A.(l) of the General Instructions to Form F-6 (as such General
Instructions may be amended from time to time); or
·
for any other reason if the depositary or we determine, in good faith, that it is necessary or advisable to prohibit withdrawals.
The depositary shall not knowingly accept for deposit under the deposit agreement any ordinary shares or other deposited
securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such
ordinary shares.
This right of withdrawal may not be limited by any other provision of the deposit agreement.
Direct Registration System
In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or
Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to
which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements
issued by the depositary to the ADS holders entitled thereto. Profile is a required feature of DRS which allows a DTC participant,
claiming to act on behalf of an ADS holder, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to
deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS
holder to register such transfer.
Exhibit 8.1
List of Significant Subsidiaries of
GreenTree Hospitality Group Ltd. (as of December 31, 2021)
Subsidiaries
Jurisdiction of
Incorporation
GreenTree Inns Hotel (China) Management, Inc.*
PRC
Shanghai Evergreen Technology Co., Ltd.*
PRC
GreenTree Inns Hotel (Shanghai) Management, Inc.*
PRC
GreenTree Inns Hotel (Beijing) Management, Inc.*
PRC
GreenTree Inns Jiangpu Hotel (Shanghai) Company Limited*
PRC
GreenTree Inns Hotel (Changning) Management, Inc.*
PRC
Shiruide Hotel Management (Shanghai) Co., Ltd. *
PRC
* The English name of this subsidiary has been translated from its Chinese name.
Exhibit 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Alex S. Xu, certify that:
1.
I have reviewed this annual report on Form 20-F of GreenTree Hospitality Group Ltd. (the “Company”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods
presented in this report;
4.
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting; and
5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
Company’s internal control over financial reporting.
Date: May 17, 2022
By:
/s/ Alex S. Xu
Name: Alex S. Xu
Title:
Chairman and Chief Executive Officer
Exhibit 12.2
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Yiping Yang, certify that:
1.
I have reviewed this annual report on Form 20-F of GreenTree Hospitality Group Ltd. (the “Company”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods
presented in this report;
4.
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting; and
5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
Company’s internal control over financial reporting.
Date: May 17, 2022
By:
/s/ Yiping Yang
Name: Yiping Yang
Title:
Chief Financial Officer
Exhibit 13.1
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of GreenTree Hospitality Group Ltd. (the “Company”) on Form 20-F for the year ended
December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alex S. Xu, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Date: May 17, 2022
By:
/s/ Alex S. Xu
Name:
Alex S. Xu
Title:
Chairman and Chief Executive Officer
Exhibit 13.2
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of GreenTree Hospitality Group Ltd. (the “Company”) on Form 20-F for the year ended
December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yiping Yang, Chief
Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Date: May 17, 2022
By:
/s/ Yiping Yang
Name:
Yiping Yang
Title:
Chief Financial Officer
Exhibit 15.1
北京市中伦文德律师事务所上海分所
Zhonglun W&D Law Firm Shanghai Office
11/F, Tian An Center, No.338 West Nanjing Road,
Huangpu Area, Shanghai, 200003, P.R.C.
Tel: 86-21- 63018877 Fax: 86-21-6301 6887
Website: www.zhonglunwende.com
May 17, 2022
GreenTree Hospitality Group Ltd.
2451 Hongqiao Road, Changning District,
Shanghai 200335,
People’s Republic of China
Dear Sir/Madam,
We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of this consent, excluding the Hong Kong
Special Administrative Region, Macao Special Administrative Region and the region of Taiwan) and as such are qualified to advise on
PRC laws, regulations or rules effective on the date hereof.
We are acting as the PRC counsel to GreenTree Hospitality Group Ltd. (the “Company”), a company incorporated under the laws of the
Cayman Islands, in connection with the Company’s Annual Report on Form 20-F for the year ended December 31, 2021 (the “2021
Annual Report”).
We consent to the reference to our firm under the headings “Item 3. Key Information-D. Risk Factors.-Risks Related to Doing Business
in China” and “Item 4. Information on the Company-C. Organizational Structure” in the Company’s 2021 Annual Report, which will be
filed with the Securities and Exchange Commission (the “SEC”). We also consent to the filing with the SEC of this consent letter as an
exhibit to the 2021 Annual Report.
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.
Yours faithfully,
/s/ Zhonglun W&D Law Firm Shanghai Office
Zhonglun W&D Law Firm Shanghai Office
Exhibit 15.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form F-3 No. 333-
231504) of GreenTree Hospitality Group Ltd. and in the related Prospectus of our report dated
May 17, 2022, with respect to the consolidated financial statements of GreenTree Hospitality
Group Ltd. included in this Annual Report (Form 20-F) for the year ended December 31, 2021.
/s/ Ernst & Young Hua Ming LLP
Shanghai, the People’s Republic of China
May 17, 2022